Vishay Intertechnology Inc – ‘S-4’ on 9/6/01

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               163    875K 
                          Business-Combination Transaction                       
 2: EX-9.1      Voting Trust Agreement                                 4     21K 
 3: EX-23.1     Consent of Experts or Counsel                          1      6K 
 4: EX-23.2     Consent of Experts or Counsel                          1      6K 
 5: EX-99.1     Miscellaneous Exhibit                                  2      9K 
 6: EX-99.2     Miscellaneous Exhibit                                  2     10K 
 7: EX-99.3     Miscellaneous Exhibit                                  1      7K 

S-4   —   Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2001 

                                                      REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-4
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                                   
           DELAWARE                        3670                    381686453       
 (State or other jurisdiction        (Primary Standard          (I.R.S. Employer   
              of                        Industrial           Identification Number)
incorporation or organization)  Classification Code Number)                        

63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2120
(610) 644-1300
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices) 

------------------------------

AVI D. EDEN 
C/O VISHAY INTERTECHNOLOGY, INC.
63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2120
(610) 644-1300
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 

------------------------------

COPIES TO:

                                                                [Download Table]
                                                                             
      ABBE L. DIENSTAG, ESQ.                    LOIS HERZECA, ESQ.           
KRAMER LEVIN NAFTALIS & FRANKEL LLP  FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
         919 THIRD AVENUE                       ONE NEW YORK PLAZA           
   NEW YORK, NEW YORK 10022-3852           NEW YORK, NEW YORK 10004-1980     
          (212) 715-9100                          (212) 859-8000             

------------------------------

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.                
------------------------------

If the securities being registered on this form are being offered in    
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box.  / /                            

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering.  / /                              

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  / /                                                     

------------------------------

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                             PROPOSED MAXIMUM  PROPOSED MAXIMUM                      
          TITLE OF EACH CLASS OF               AMOUNT TO      OFFERING PRICE       AGGREGATE           AMOUNT OF     
       SECURITIES TO BE REGISTERED         BE REGISTERED(1)      PER UNIT      OFFERING PRICE(2)  REGISTRATION FEE(3)
                                                                                                                     
Common Stock, par value $0.10 per share...    31,799,499      Not Applicable     $714,500,285          $178,625      

(1) Represents the estimated maximum number of shares of Vishay common stock to 
be issued or to become issuable upon completion of the merger of a      
subsidiary of the Registrant with and into General Semiconductor, Inc., 
   based upon the sum of (i) 37,834,994 shares of General Semiconductor common
  stock outstanding as of August 31, 2001, (ii) 11,093,248 shares of General
Semiconductor common stock issuable upon conversion of $172.5 million of
convertible subordinated notes pursuant to the Indenture, dated         
  December 14, 1999, between General Semiconductor and The Bank of New York,
    as Trustee, and (iii) 7,553,994 shares of General Semiconductor common stock
issuable upon the assumed exercise of options to acquire General        
  Semiconductor common stock, multiplied by (iv) the exchange ratio of 0.563
as set forth in the merger agreement.                                   

(2) Estimated solely for the purposes of calculating the registration fee       
   pursuant to Rule 457(f)(1) promulgated under the Securities Act of 1933, as
    amended, based on the product of (i) $12.65, the average of the high and low
sale prices of General Semiconductor common stock as reported on the New
York Stock Exchange on September 4, 2001 and (ii) the estimated maximum 
    number of shares of General Semiconductor common stock to be acquired in the
merger, calculated as the sum of (i), (ii) and (iii) in footnote (1).   

(3) .00025 multiplied by the Proposed Maximum Aggregate Offering Price, as      
calculated in footnote (2).                                             

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME   
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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THE INFORMATION IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY
BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT   
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS JOINT PROXY
STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT     
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.                                                               

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PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 2001

                                                                [Download Table]
                                                       
[LOGO]                                           [LOGO]

JOINT PROXY STATEMENT/PROSPECTUS

MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT

The boards of directors of Vishay Intertechnology, Inc. and General             
Semiconductor, Inc. have agreed on a merger. As a result of the merger, General 
Semiconductor will become a wholly owned subsidiary of Vishay, and General      
Semiconductor stockholders will receive 0.563 shares of Vishay common stock for 
each share of General Semiconductor common stock they own. We believe that the  
merger represents an exciting opportunity for both of our companies. It will    
create one of the world's leading manufacturers and distributors of discrete    
semiconductor components, combine complementary product lines and promote       
important synergies and cost savings.                                           

We cannot complete the merger unless:                                           

- the stockholders of General Semiconductor approve and adopt the merger
agreement; and                                                      

  - the stockholders of Vishay approve an increase in the authorized capital
  stock of Vishay so that there will be sufficient authorized shares for
issuance in the merger, and approve the issuance of shares of Vishay
common stock in connection with the merger.                         

The founding stockholders of Vishay, who together control approximately 54% of  
its outstanding voting power, have agreed to vote all of the Vishay capital     
stock they control in favor of the proposals.                                   

Special meetings of the stockholders of General Semiconductor and of Vishay have
been scheduled to vote on the merger-related proposals.                         

Only stockholders of record of General Semiconductor as of       , 2001 and     
stockholders of record of Vishay as of       , 2001 are entitled to attend and  
vote at the special meetings. The dates, times and places of the meetings are as
follows:                                                                        

For GENERAL SEMICONDUCTOR stockholders:                                 

For VISHAY stockholders:                                                

Whether or not you plan to attend the special stockholders meeting of your      
company, please cast your vote either by completing the enclosed proxy card or  
voting by telephone or over the internet.                                       

Instructions for telephone and internet voting appear on the proxy card.        

Vishay's common stock is listed on the New York Stock Exchange under the symbol 
"VSH". General Semiconductor's common stock is also listed on the New York Stock
Exchange under the symbol "SEM".                                                

This joint proxy statement/prospectus provides you with detailed information    
about the proposed merger. WE ENCOURAGE YOU TO READ THIS ENTIRE JOINT PROXY     
STATEMENT/PROSPECTUS CAREFULLY. In addition, you may obtain information about   
our companies from documents that we have filed with the Securities and Exchange
Commission.                                                                     

                                                                [Download Table]
                                                                                 
Dr. Felix Zandman                       Ronald A. Ostertag                       
  CHAIRMAN AND CHIEF EXECUTIVE OFFICER    CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
  Vishay Intertechnology, Inc.            OFFICER                                
                                          General Semiconductor, Inc.            

  SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF RISKS THAT YOU
SHOULD CONSIDER WITH RESPECT TO THE MERGER.                                     
--------------------------------------------------------------------------------
Neither the Securities Exchange Commission nor any state securities regulator   
has approved or disapproved the Vishay common stock to be issued under this     
joint proxy statement/prospectus or determined if this joint proxy              
statement/prospectus is accurate or adequate. Any representation to the contrary
is a criminal offense.                                                          
--------------------------------------------------------------------------------

   This joint proxy statement/prospectus is dated          , 2001 and is first
being mailed to stockholders on or about          , 2001.                       

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REFERENCES TO ADDITIONAL INFORMATION

 This joint proxy statement/prospectus incorporates by reference important
business and financial information about Vishay and General Semiconductor from  
reports and documents that we have filed with the Securities and Exchange       
Commission, but are not included in, or delivered with, this joint proxy        
statement/prospectus. This information is available to you without charge upon  
request. You can obtain documents related to Vishay and General Semiconductor   
that are incorporated in this joint proxy statement/prospectus by requesting    
them in writing or by telephone from the appropriate company:                   

                                                                [Download Table]
                                                                    
VISHAY INTERTECHNOLOGY, INC.           GENERAL SEMICONDUCTOR, INC.  
63 LINCOLN HIGHWAY                     10 MELVILLE PARK ROAD        
MALVERN, PENNSYLVANIA 19355-2120       MELVILLE, NEW YORK 11747-3113
ATTN: SECRETARY                        ATTN: SECRETARY              
TEL NO.: (610) 644-1300                TEL NO.: (631) 847-3000      

    IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO BY   , 2001 IN ORDER TO
RECEIVE THEM BEFORE YOUR SPECIAL MEETING.                                       

See also "Where You Can Find More Information" on page i.               

VOTING ELECTRONICALLY OR BY TELEPHONE 

Vishay stockholders of record may submit their proxies:                 

- through the internet by visiting a web site established for that
       purpose at "http://www.voteproxy.com" and following the instructions;
or                                                            

- by telephone by calling the toll-free number 1-800-PROXIES or   
 1-800-776-9437 in the United States, Canada or Puerto Rico on a
touch-tone phone and following the recorded instructions.     

General Semiconductor stockholders of record may submit their proxies:  

- through the internet by visiting a web site established for that
purpose at "http://www.proxyvoting.com/sem" and following the 
instructions; or                                              

  - by telephone by calling the toll-free number 1-800-840-1208 in the
United States, Canada or Puerto Rico on a touch-tone phone and
following the recorded instructions.                          

    If you hold your shares through a bank, broker or other custodian, check the
voting form supplied to you by your custodian to see if it offers internet or   
telephone voting.                                                               

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GENERAL SEMICONDUCTOR, INC. 
10 MELVILLE PARK ROAD 
MELVILLE, NEW YORK 11747-3113 
------------------------

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON             , 2001        
------------------------

TO THE STOCKHOLDERS OF                                                          
GENERAL SEMICONDUCTOR, INC.:                                                

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of General
Semiconductor, Inc. will be held at        , on        , 2001 at        ,       
Eastern Time for the following purposes:                                        

   1.  To consider and vote upon a proposal to approve and adopt the Agreement
and Plan of Merger, dated as of July 31, 2001, among Vishay       
      Intertechnology, Inc., a Delaware corporation, Vishay Acquisition Corp.,
 a Delaware corporation and a wholly owned subsidiary of Vishay, and
     General Semiconductor, Inc., a Delaware corporation, pursuant to which,
   among other things, General Semiconductor would become a wholly owned
    subsidiary of Vishay and holders of General Semiconductor common stock
 would receive 0.563 shares of Vishay common stock for each share of
     General Semiconductor common stock they own, as more fully explained in
    the joint proxy statement/prospectus that accompanies this notice; and

 2.  To transact such other business as may properly be brought before the
special meeting or any adjournment or postponement of the meeting.

As more fully explained in the joint proxy statement/prospectus that    
accompanies this notice, only holders of record of General Semiconductor common 
stock at the close of business on        , 2001 are entitled to notice of and to
vote at the special meeting or any adjournment or postponement thereof. The     
affirmative vote of the holders of shares representing a majority of the        
outstanding shares of General Semiconductor common stock is required to approve 
and adopt the merger agreement.                                                 

You are cordially invited to attend the special meeting of stockholders.
Whether or not you plan to attend, please ensure that your shares will be       
represented at the meeting by taking any one of the following actions:          
(1) completing, signing and dating the enclosed proxy card and returning it     
promptly in the postage-prepaid envelope provided; (2) voting by telephone as   
directed on the enclosed proxy card; or (3) voting over the internet as directed
on the enclosed proxy card.                                                     

   The board of directors of General Semiconductor unanimously recommends that
General Semiconductor stockholders vote FOR the approval and adoption of the    
merger agreement.                                                               

                                       By Order of the Board of Directors,

                    Stephen B. Paige
                          SENIOR VICE PRESIDENT,
                                     GENERAL COUNSEL AND SECRETARY

Melville, New York                                                              
, 2001                                                  

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VISHAY INTERTECHNOLOGY, INC.
63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2120

------------------------

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON       , 2001

------------------------

TO THE STOCKHOLDERS OF                                                          
VISHAY INTERTECHNOLOGY, INC.:                                               

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Vishay 
Intertechnology, Inc. will be held at        , on        , 2001 at        ,     
Eastern Time for the following purposes:                                        

    1.  To consider and vote upon a proposal to approve an amendment to Vishay's
     Amended and Restated Certificate of Incorporation increasing the number
of authorized shares of Vishay common stock from 150,000,000 to   
     300,000,000, and increasing the number of authorized shares of Vishay's
Class B convertible common stock from 20,000,000 to 40,000,000;   

  2.  To consider and vote upon a proposal to approve the issuance of Vishay
common stock in connection with the proposed merger as more fully 
      explained in the joint proxy statement/ prospectus that accompanies this
notice; and                                                       

 3.  To transact such other business as may properly be brought before the
special meeting or any adjournment or postponement of the meeting.

As more fully explained in the joint proxy statement/prospectus that    
accompanies this notice, only holders of record of Vishay common stock and      
Class B common stock at the close of business on   , 2001 are entitled to notice
of and to vote at the special meeting or any adjournment or postponement        
thereof. The affirmative vote of the holders of shares representing a majority  
of the outstanding voting power of Vishay is required to approve the amendment  
to Vishay's certificate of incorporation providing for the increase of          
authorized capital stock. The affirmative vote of the holders of shares         
representing a majority of the votes cast is required to approve the issuance of
shares of Vishay common stock in connection with the merger, provided that      
shares representing a majority of the outstanding voting power of Vishay are    
voted on the proposal.                                                          

You are cordially invited to attend the special meeting of stockholders.
Whether or not you plan to attend, please ensure that your shares will be       
represented at the meeting by taking any one of the following actions:          
(1) completing, signing and dating the enclosed proxy card and returning it     
promptly in the postage-prepaid envelope provided; (2) voting by telephone as   
directed on the enclosed proxy card; or (3) voting over the internet as directed
on the enclosed proxy card.                                                     

The board of directors of Vishay unanimously recommends that Vishay     
stockholders vote FOR approval of the proposal to increase the authorized       
capital stock of Vishay and FOR approval of the issuance of Vishay common stock 
in connection with the proposed merger.                                         

                                       By Order of the Board of Directors,

                     William J. Spires
             SECRETARY

Malvern, Pennsylvania                                                           
, 2001                                                  

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WHERE YOU CAN FIND MORE INFORMATION 

    Vishay and General Semiconductor file annual, quarterly and special reports,
proxy statements and other information with the SEC under the Securities        
Exchange Act of 1934, as amended. You may read and copy this information at, or 
obtain copies of this information by mail from, the SEC's Public Reference Room,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room. 

The filings of Vishay and General Semiconductor with the SEC are also   
available to the public from commercial document retrieval services and at the  
web site maintained by the SEC at "http://www.sec.gov".                         

  You can also inspect reports, proxy statements and other information about
Vishay and General Semiconductor at the offices of the New York Stock Exchange, 
20 Broad Street, New York, New York 10005.                                      

  Vishay filed a registration statement on Form S-4 to register with the SEC
the shares of Vishay common stock to be delivered in connection with the merger.
This joint proxy statement/prospectus is a part of that registration statement  
and constitutes a prospectus of Vishay, in addition to being a proxy statement  
of Vishay and General Semiconductor for the special meetings of Vishay          
stockholders and General Semiconductor stockholders. As allowed by SEC rules,   
this joint proxy statement/prospectus does not contain all the information you  
can find in the registration statement or the exhibits to the registration      
statement. You may obtain copies of the Form S-4 (and any amendments to that    
document) in the manner described above.                                        

This joint proxy statement/prospectus incorporates by reference the     
following documents that Vishay and General Semiconductor have previously filed 
with the SEC:                                                                   

                                                                [Download Table]
VISHAY SEC FILINGS                                                                  
(FILE NO. 001-07416)                                        PERIOD                  
-----------------------------------------  -----------------------------------------
                                                                                    
Annual Report on Form 10-K                 Fiscal year ended December 31, 2000      

Quarterly Reports on Form 10-Q             Quarterly periods ended March 31, 2001   
                                           and June 30, 2001                        

Current Report on Form 8-K                 Filed on June 18, 2001                   

Registration Statement on Form 8-A         Filed on December 27, 1983               

                                                                [Download Table]
GENERAL SEMICONDUCTOR SEC FILINGS                                                   
(FILE NO. 001-05442)                                        PERIOD                  
-----------------------------------------  -----------------------------------------
                                                                                    
Annual Report on Form 10-K                 Fiscal year ended December 31, 2000      

Quarterly Reports on Form 10-Q             Quarterly periods ended March 31, 2001   
                                           and June 30, 2001, as amended by filing  
                                           on August 27, 2001                       

Current Reports on Form 8-K                Filed on February 8, 2001, March 12,     
                                           2001, April 4, 2001, April 19, 2001,     
                                           April 30, 2001, June 15, 2001, July 19,  
                                           2001, August 1, 2001, as amended by      
                                           filing on August 6, 2001, and August 17, 
                                           2001                                     

Registration Statement on Form 8-A/A       Filed on August 1, 2001                  

i 

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Vishay and General Semiconductor also are incorporating by reference    
additional documents that they file with the SEC pursuant to Section 13(a),     
13(c), 14 or 15(d) of the Exchange Act between the date of this joint proxy     
statement/prospectus and the date of our special meetings. The information      
incorporated by reference is considered to be part of this joint proxy          
statement/prospectus, except for any information that is superseded by          
information that is included in this joint proxy statement/ prospectus.         

  Vishay has supplied all information contained or incorporated by reference
in this joint proxy statement/prospectus relating to Vishay, and General        
Semiconductor has supplied all information contained or incorporated by         
reference in this joint proxy statement/prospectus relating to General          
Semiconductor.                                                                  

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY    
REFERENCE IN THIS JOINT PROXY STATEMENT/PROSPECTUS WHEN DECIDING HOW TO VOTE ON 
THE PROPOSALS TO BE CONSIDERED AT THE SPECIAL MEETINGS. WE HAVE NOT AUTHORIZED  
ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED 
IN THIS JOINT PROXY STATEMENT/PROSPECTUS. THIS JOINT PROXY STATEMENT/PROSPECTUS 
IS DATED             , 2001. YOU SHOULD NOT ASSUME THAT THE INFORMATION         
CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS ACCURATE AS OF ANY DATE   
OTHER THAN THIS DATE, AND NEITHER THE MAILING OF THIS JOINT PROXY               
STATEMENT/PROSPECTUS NOR THE DELIVERY OF SHARES OF VISHAY COMMON STOCK IN       
CONNECTION WITH THE MERGER WILL CREATE ANY IMPLICATION TO THE CONTRARY.         

ii

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TABLE OF CONTENTS 

                                                                [Download Table]

                                          PAGE  
                                        --------
                                                
WHERE YOU CAN FIND MORE INFORMATION...      i   

QUESTIONS AND ANSWERS ABOUT THE                 
  VISHAY/GENERAL SEMICONDUCTOR                  
  MERGER..............................      1   

SUMMARY...............................      5   

  The Companies.......................      5   

  The Special Meetings................      6   

  The Merger..........................      7   

  Opinion of Financial Advisor to               
    General Semiconductor.............     10   

  Comparison of Rights of Stockholders          
    of General Semiconductor and                
    Vishay............................     10   

RISK FACTORS..........................     11   

FORWARD-LOOKING INFORMATION...........     16   

SELECTED CONSOLIDATED FINANCIAL DATA            
  OF VISHAY AND GENERAL                         
  SEMICONDUCTOR.......................     17   

  Selected Consolidated Historical              
    Financial Data of Vishay..........     18   

  Selected Consolidated Historical              
    Financial Data of General                   
    Semiconductor.....................     19   

  Selected Unaudited Pro Forma                  
    Consolidated Financial Data.......     20   

UNAUDITED COMPARATIVE PER SHARE                 
  DATA................................     21   

COMPARATIVE MARKET VALUE DATA.........     22   

CURRENT DEVELOPMENTS..................     22   

GENERAL SEMICONDUCTOR SPECIAL                   
  MEETING.............................     23   

  Joint Proxy Statement/Prospectus....     23   

  Date, Time and Place................     23   

  Purpose of the General Semiconductor          
    Special Meeting...................     23   

  Record Date; Voting Rights; Quorum;           
    Required Vote.....................     23   

  Share Ownership and Voting Power of           
    Management........................     23   

                                                                [Download Table]

                                          PAGE  
                                        --------
                                                

  Recommendation of the Board of                
    Directors of General                        
    Semiconductor.....................     23   

  Voting and Revocation of Proxies;             
    Shares Held in "Street Name"......     24   

  Solicitation of Proxies.............     25   

VISHAY SPECIAL MEETING................     26   

  Joint Proxy Statement/Prospectus....     26   

  Date, Time and Place................     26   

  Purpose of the Vishay Special                 
    Meeting...........................     26   

  Record Date; Voting Rights; Quorum;           
    Required Vote.....................     26   

  Share Ownership and Voting Power of           
    Management........................     26   

  Recommendation of the Board of                
    Directors of Vishay...............     27   

  Voting and Revocation of Proxies;             
    Shares Held in "Street Name"......     27   

  Solicitation of Proxies.............     28   

THE MERGER............................     29   

  Background of the Merger............     29   

  Recommendation of the Board of                
    Directors of General                        
    Semiconductor; Reasons of General           
    Semiconductor for the Merger......     33   

  Opinion of Financial Advisor to               
    General Semiconductor.............     35   

  Recommendation of the Board of                
    Directors of Vishay; Reasons of             
    Vishay for the Merger.............     43   

  Issuance of Shares in Connection              
    with the Merger...................     45   

  Interests of Certain Persons in the           
    Merger............................     45   

  Material United States Federal                
    Income Tax Consequences...........     47   

  Accounting Treatment................     49   

  Regulatory Approvals Required for             
    the Merger........................     49   

iii 

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                                                                [Download Table]

                                          PAGE  
                                        --------
                                                
  Federal Securities Law                        
    Consequences......................     50   

  Dividends...........................     51   

  Stock Exchange Listing..............     51   

  Appraisal Rights....................     51   

THE MERGER AGREEMENT..................     52   

  The Merger..........................     52   

  Effective Time......................     52   

  Merger Consideration................     52   

  Representations and Warranties......     53   

  Conduct of Business by General                
    Semiconductor.....................     54   

  Conduct of Business by Vishay.......     55   

  No Solicitation.....................     56   

  Certain Other Covenants.............     58   

  Conditions to Completion of the               
    Merger............................     59   

  Termination.........................     61   

  Fees and Expenses...................     63   

  Amendment and Waiver; Parties in              
    Interest..........................     64   

  Voting Agreements...................     65   

COMPARATIVE PER SHARE PRICES AND                
  DIVIDENDS...........................     66   

UNAUDITED PRO FORMA CONSOLIDATED                
  CONDENSED FINANCIAL STATEMENTS......     67   

                                                                [Download Table]

                                          PAGE  
                                        --------
                                                

VISHAY CAPITAL INCREASE PROPOSAL......     72   

  Authorized and Outstanding Capital            
    Stock.............................     73   

  The Class B Common Stock............     73   

  The LYONs...........................     74   

  The Siliconix Offer and Other                 
    Possible Transactions.............     74   

  Miscellaneous.......................     75   

COMPARISON OF RIGHTS OF STOCKHOLDERS            
  OF GENERAL SEMICONDUCTOR AND                  
  VISHAY..............................     76   

  Capitalization......................     76   

  Board of Directors..................     77   

  Stockholders Meetings...............     78   

  Amendments to Organizational                  
    Documents.........................     80   

  Limitation of Liability of                    
    Directors.........................     80   

  Indemnification of Directors and              
    Officers..........................     80   

  Delaware Business Combination Law...     82   

  Stockholder Rights Plan.............     82   

LEGAL MATTERS.........................     83   

EXPERTS...............................     83   

SUBMISSION OF STOCKHOLDER PROPOSALS...     83   

ANNEXES                                         

  Annex A--Agreement and Plan of                
    Merger                                      

  Annex B--Opinion of Credit Suisse             
    First Boston                                

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QUESTIONS AND ANSWERS ABOUT THE 
VISHAY/GENERAL SEMICONDUCTOR MERGER 

Q.  WHY ARE VISHAY AND GENERAL SEMICONDUCTOR PROPOSING THE MERGER?              

A.  We believe that a merger of Vishay and General Semiconductor will create one
of the world's leading manufacturers and distributors of discrete       
    semiconductor products. The products of our two companies are complementary,
    and the combination is expected to yield cost savings and economies of scale
in manufacturing, marketing, research and development and product       
  innovation. These anticipated benefits should be particularly important to
our companies, as we continue to experience challenging times in the    
electronics components industry.                                        

For stockholders of General Semiconductor, the merger will allow        
   participation in a larger and more diversified public company. It will also
give them a significant premium for their shares when compared to the   
trading prices of General Semiconductor stock in the period prior to the
announcement of the merger.                                             

For stockholders of Vishay, the merger is an opportunity to assume a    
  leadership role in important segments of the discrete semiconductor market
and to position their company for continuing growth when the            
telecommunication and computer industries emerge from today's difficult 
economic environment.                                                   

 The reasons General Semiconductor and Vishay are proposing the merger are
    discussed in more detail later in this joint proxy statement/prospectus. See
   "Recommendation of the Board of Directors of General Semiconductor; Reasons
of General Semiconductor for the Merger," beginning on page 33 and      
  "Recommendation of the Board of Directors of Vishay; Reasons of Vishay for
the Merger" on page 43.                                                 

Q.  WHAT WILL I RECEIVE IN THE MERGER?                                          

A.  If the merger is completed, holders of General Semiconductor common stock   
will receive 0.563 shares of Vishay common stock in exchange for each of
their shares of General Semiconductor common stock. Vishay will pay cash
   instead of issuing fractional shares to General Semiconductor stockholders.

 Vishay stockholders will not receive any additional shares as a result of
the merger.                                                             

Q.  WHAT WILL BE THE INTERESTS OF THE CURRENT VISHAY AND GENERAL SEMICONDUCTOR  
STOCKHOLDERS IN THE COMBINED COMPANY?                                   

A.  Immediately following the merger, the current stockholders of Vishay will   
   hold approximately 86.6% of the equity and 92.9% of the voting power of the
    combined company, and the current stockholders of General Semiconductor will
  hold approximately 13.4% of the equity and 7.1% of the voting power of the
combined company.                                                       

Q.  WHY ARE STOCKHOLDERS OF VISHAY BEING ASKED TO APPROVE AN INCREASE IN        
VISHAY'S AUTHORIZED CAPITAL STOCK?                                      

A.  Vishay's stockholders are being asked to approve an increase in the         
   authorized number of shares of common stock from 150 million to 300 million
  and an increase in the authorized number of shares of Class B common stock
from 20 million to 40 million. At present, the number of authorized but 
  unissued shares of Vishay common stock is insufficient for issuance of all
   shares deliverable on conversion or exercise of all outstanding convertible
securities and stock options of Vishay, and there are no available      
 authorized but unissued shares of Vishay common stock for issuance in the
   merger or for any other purpose. Increasing the authorized shares of common
stock is necessary to complete the merger and satisfy all existing      
obligations to issue common stock. In addition, the                     

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proposed increase will provide Vishay with flexibility to effect future 
    option grants, future stock distributions or future acquisitions. Increasing
   the authorized shares of Class B common stock is necessary to permit Vishay
    to make required pro rata stock distributions on the Class B common stock if
it elects to make stock distributions on its common stock.              

Q.  WHEN DO YOU EXPECT TO COMPLETE THE MERGER?                                  

A.  The merger is subject to various conditions described in the merger         
  agreement. We anticipate that the last of these conditions to be satisfied
will be the stockholder approvals at the special meetings of General    
Semiconductor and Vishay stockholders described in this joint proxy     
statement/ prospectus. Accordingly, if the stockholders approve the     
  merger-related proposals, the merger should be completed shortly after the
meetings.                                                               

Q.  WHAT STOCKHOLDER APPROVALS ARE NEEDED?                                      

A.  Approval and adoption of the merger agreement requires the affirmative vote 
of the holders of a majority of the outstanding shares of General       
Semiconductor stock. Vishay stockholders are not required to approve the
merger or the merger agreement. However, under the rules of the New York
Stock Exchange, on which Vishay's shares are listed, the stockholders of
  Vishay must approve the issuance of Vishay common stock in the merger. The
  vote required is a majority of the votes cast, provided that a majority of
the outstanding voting power participates in the vote. The increase in  
Vishay's authorized capital stock requires an amendment to Vishay's     
   certificate of incorporation that must be approved by the holders of shares
representing a majority of the outstanding voting power of Vishay.      

Q.  WHAT IF I DON'T VOTE?                                                       

A.  Because approval of the merger agreement requires the affirmative vote of   
the holders of a majority of the outstanding shares of General          
 Semiconductor, failing to cast a vote or abstaining from voting will have
the same effect as voting against approval and adoption of the merger   
  agreement. A proxy card for the General Semiconductor special meeting that
   has been properly completed and returned but that does not indicate how the
 stockholder wishes to vote will be counted as a vote in favor of approval
and adoption of the merger agreement.                                   

   The founding stockholders of Vishay, who together control approximately 54%
 of Vishay's outstanding voting power, have agreed to vote in favor of the
increase in Vishay's authorized capital stock and the issuance of Vishay
    common stock in connection with the merger. Accordingly, these measures will
be adopted regardless of how any other Vishay stockholder votes.        

Q.  WHAT SHOULD I DO NOW?                                                       

A.  After carefully reading and considering the information contained in this   
joint proxy statement/prospectus, you should cast your vote:            

- by completing, signing and dating your proxy card and returning it    
promptly in the postage-prepaid envelope provided;                  

- by telephone as directed on the enclosed proxy card; or               

- over the internet as directed on the enclosed proxy card.             

You also can attend the special stockholders meeting of your company and
vote in person.                                                         

 The General Semiconductor board of directors recommends that you vote FOR
approval and adoption of the merger agreement.                          

  The Vishay board of directors recommends that you vote FOR approval of the
amendment to Vishay's certificate of incorporation to increase the      
   authorized number of shares of Vishay capital stock and FOR the issuance of
Vishay common stock in connection with the merger.                      

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Q.  WHEN SHOULD I DELIVER MY PROXY? CAN I CHANGE MY VOTE?                       

A.  You should deliver your proxy as soon as possible to ensure that your shares
  will be voted at the special stockholders meeting of your company. You can
 change your vote at any time prior to the special stockholders meeting by
 submitting a later dated, signed proxy card or by subsequently submitting
your changed vote by telephone or over the internet. You can also change
   your vote by attending the special stockholders meeting of your company and
voting in person.                                                       

Q.  IF MY SHARES OF STOCK ARE HELD IN "STREET NAME" BY MY BANK OR BROKER, HOW   
CAN I VOTE?                                                             

A.  Your bank or broker will vote your shares only if you provide it with       
   instructions on how to vote. You should have received with this joint proxy
    statement/prospectus a voting form from your bank, broker or other custodian
   that you can use to provide these instructions. Complete the voting form in
    accordance with its directions. The voting form should also indicate whether
    voting by telephone or over the internet is available to you and, if so, how
to vote in this manner.                                                 

Q.  SHOULD STOCKHOLDERS SEND IN THEIR GENERAL SEMICONDUCTOR STOCK CERTIFICATES  
NOW?                                                                    

A.  No. After the merger is completed, you will receive written instructions on 
how to exchange your General Semiconductor stock certificates for Vishay
  stock certificates. Please do not send in your General Semiconductor stock
certificates with your proxy.                                           

Q.  WHAT SHOULD I DO IF I HAVE QUESTIONS?                                       

A.  General Semiconductor stockholders may call Georgeson Shareholder           
   Communications Inc., which is assisting General Semiconductor, toll-free at
1-800-223-2064.                                                         

Vishay stockholders may call MacKenzie Partners, Inc., which is assisting 
Vishay, collect at 1-212-929-5500, or toll-free at 1-800-322-2885.      

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SUMMARY 

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS JOINT PROXY      
STATEMENT/PROSPECTUS AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT IS        
IMPORTANT TO YOU. TO BETTER UNDERSTAND THE MERGER AND FOR A MORE COMPLETE       
DESCRIPTION OF THE LEGAL TERMS OF THE MERGER, YOU SHOULD READ CAREFULLY THIS    
ENTIRE JOINT PROXY STATEMENT/PROSPECTUS AND THE DOCUMENTS TO WHICH YOU HAVE BEEN
REFERRED. SEE "WHERE YOU CAN FIND MORE INFORMATION" ON PAGE I. IN PARTICULAR,   
YOU SHOULD READ THE DOCUMENTS ATTACHED TO THIS JOINT PROXY STATEMENT/           
PROSPECTUS. WE HAVE INCLUDED PAGE REFERENCES DIRECTING YOU TO A MORE COMPLETE   
DESCRIPTION OF EACH ITEM PRESENTED IN THIS SUMMARY.                             

THE COMPANIES 

VISHAY INTERTECHNOLOGY, INC.                                                    
63 Lincoln Highway                                                              
Malvern, Pennsylvania 19355-2120                                                
(610) 644-1300                                                                  

Vishay is a leading international manufacturer and supplier of passive and      
active electronic components, particularly resistors, capacitors, inductors,    
diodes and transistors. Vishay offers its customers "one-stop" access to one of 
the most comprehensive electronic component lines of any manufacturer in the    
United States or Europe. Passive electronic components and discrete active      
electronic components, along with integrated circuits, are the primary elements 
of every electronic circuit. Components manufactured by Vishay are used in      
virtually all types of electronic products, including those in the computer,    
telecommunications, military/ aerospace, instrument, automotive, medical and    
consumer electronics industries.                                                

Since 1985, Vishay has pursued a business strategy that principally consists of 
the following elements:                                                         

    - expansion within the electronic components industry, primarily through the
  acquisition of other manufacturers with established positions in major
      markets, reputations for product quality and reliability and product lines
with which Vishay has substantial marketing and technical expertise;

- reduction of selling, general and administrative expenses through the 
    integration or elimination of redundant sales offices and administrative
functions at acquired companies;                                    

    - achievement of significant production cost savings through the transfer to
  and expansion of manufacturing operations in countries such as Israel,
     Mexico, Portugal, the Czech Republic, Taiwan and the People's Republic of
     China, where Vishay can take advantage of lower labor costs and available
tax and other government-sponsored incentives; and                  

  - maintenance of significant production facilities, in those regions where
Vishay markets the bulk of its products in order to enhance customer
service and responsiveness.                                         

As a result of this strategy, Vishay has grown during the past fifteen years    
from a small manufacturer of precision resistors and strain gages to one of the 
world's largest manufacturers and suppliers of a broad line of electronic       
components.                                                                     

Shares of Vishay common stock are listed on the New York Stock Exchange under   
the symbol "VSH".                                                               

For additional information regarding the business of Vishay, please see Vishay's
Annual Report on Form 10-K and other filings of Vishay with the SEC, which are  
incorporated by reference into this joint proxy statement/ prospectus. See      
"Where You Can Find More Information" on page i.                                

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GENERAL SEMICONDUCTOR, INC.                                                     
10 Melville Park Road                                                           
Melville, New York 11747-3113                                                   
(631) 847-3000                                                                  

General Semiconductor is a market leader in the power semiconductor components  
sector of the semiconductor industry. It designs, manufactures and sells a broad
array of power management products, including low-to-medium power rectifiers,   
transient voltage suppressors, small signal transistors, diodes and MOSFETs.    
Power management products are semiconductor devices and circuits that facilitate
and optimize the efficient use of energy in wired and wireless electronic       
systems or subsystems. General Semiconductor is a world leader in the power     
rectifier and transient voltage suppressor markets, which products represented  
84% of its 2000 net sales. General Semiconductor's products condition current   
and voltage, protect electrical circuits from power surges, amplify and switch  
small electrical signals and regulate voltage levels in circuits. They are      
essential components of most electronic devices and systems.                    

General Semiconductor's products are primarily targeted for use in the computer,
automotive, telecommunications, lighting and consumer electronics industries.   
They are sold primarily to original equipment manufacturers, electronic         
distributors and contract equipment manufacturers.                              

Shares of General Semiconductor common stock are listed on the New York Stock   
Exchange under the symbol "SEM".                                                

For additional information regarding the business of General Semiconductor,     
please see "Current Developments" on page 22 and General Semiconductor's Annual 
Report on Form 10-K and other filings of General Semiconductor with the SEC,    
which are incorporated by reference into this joint proxy statement/prospectus. 
See "Where You Can Find More Information" on page i.                            

THE SPECIAL MEETINGS (PAGES 23 AND 26)

GENERAL SEMICONDUCTOR SPECIAL MEETING                                           

The special meeting of General Semiconductor stockholders will be held on   ,   
2001, at   , Eastern Time, at   , New York.                                     

The record date for General Semiconductor stockholders entitled to receive      
notice of and to vote at the General Semiconductor special meeting is the close 
of business on   , 2001. On that date, there were       shares of General       
Semiconductor common stock outstanding, of which approximately       were held  
by directors and officers of General Semiconductor. Each holder of record of    
General Semiconductor common stock is entitled to one vote per share on approval
and adoption of the merger agreement.                                           

Approval and adoption of the merger agreement requires the affirmative vote of  
the holders of a majority of the outstanding shares of General Semiconductor    
stock.                                                                          

VISHAY SPECIAL MEETING                                                          

The special meeting of Vishay stockholders will be held on   , 2001, at   ,     
Eastern Time, at   , New York.                                                  

The record date for Vishay stockholders entitled to receive notice of and to    
vote at the Vishay special meeting is the close of business on   , 2001. On that
date, there were       shares of Vishay common stock and       shares of        
Class B common stock outstanding, of which approximately       shares of common 
stock and       shares of Class B common stock were held by directors, officers 
and affiliates of Vishay. Each holder of record of Vishay common stock is       
entitled to one vote per share and each holder of Class B common stock is       
entitled to 10 votes per share on the proposals to be presented at the Vishay   
special meeting of stockholders.                                                

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The increase in Vishay's authorized capital stock is accomplished by an         
amendment to Vishay's certificate of incorporation that requires approval by the
holders of shares representing a majority of the outstanding voting power of    
Vishay. Approval of the issuance of Vishay common stock in connection with the  
merger, as required under the rules of the New York Stock Exchange, requires the
affirmative vote of the holders of a majority of the votes cast, provided that a
majority of the outstanding voting power participates in the vote.              

THE MERGER (PAGE 29)

The proposed merger is to be completed pursuant to a merger agreement among     
Vishay, Vishay Acquisition Corp., a wholly owned subsidiary of Vishay, and      
General Semiconductor. In the merger, Vishay Acquisition will merge with and    
into General Semiconductor, and General Semiconductor will become a wholly owned
subsidiary of Vishay.                                                           

THE EXCHANGE RATIO; MERGER CONSIDERATION                                        

Upon completion of the merger, General Semiconductor stockholders will receive  
0.563 of a share of Vishay common stock in exchange for each share of General   
Semiconductor common stock held. General Semiconductor stockholders will receive
cash instead of any fractional shares.                                          

APPRAISAL RIGHTS                                                                

Under Delaware law, which governs the merger, General Semiconductor stockholders
will not have the right to dissent and receive the appraised value of their     
shares in connection with the merger.                                           

RESTRICTIONS ON THE ABILITY TO SELL SHARES OF VISHAY COMMON STOCK               

All shares of Vishay common stock received by stockholders of General           
Semiconductor in connection with the merger will be freely transferable, except 
for those shares received by General Semiconductor stockholders who are         
considered to be "affiliates" of General Semiconductor under the Securities Act 
of 1933 at the time of the General Semiconductor special meeting. See "Federal  
Securities Law Consequences" on page 50.                                        

TAX TREATMENT                                                                   

We anticipate that the merger, as it has been structured, will constitute a     
reorganization for United States federal income tax purposes. Neither Vishay nor
General Semiconductor will be obligated to complete the merger unless it        
receives a legal opinion to that effect. Assuming the merger qualifies as a     
reorganization, the receipt of shares of Vishay common stock in the merger will 
generally be tax-free to General Semiconductor stockholders for United States   
federal income tax purposes, except for tax with respect to any gain on cash    
received for fractional shares of Vishay common stock.                          

To review the tax consequences of the merger in greater detail, see "Material   
United States Federal Income Tax Consequences" beginning on page 47. The tax    
consequences to you will depend on the facts and circumstances of your own      
situation. Please consult your tax advisor for a full understanding of the tax  
consequences to you.                                                            

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INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      

In considering the recommendation of the General Semiconductor board of         
directors in favor of approval and adoption of the merger agreement,            
stockholders of General Semiconductor should be aware that members of General   
Semiconductor's board of directors and its executive officers and key employees 
will receive benefits as a result of the merger that will be in addition to or  
different from the benefits received by General Semiconductor stockholders      
generally. For example, each option to purchase shares of General Semiconductor 
common stock held by General Semiconductor's directors and executive officers,  
as well as each option held by all other General Semiconductor employees,       
whether or not then vested and exercisable, will become fully vested and        
exercisable upon completion of the merger. Several of General Semiconductor's   
officers will be entitled to various other benefits if the merger is completed. 
In addition, various General Semiconductor executive officers and key employees 
will be entitled to receive severance benefits upon a qualifying actual or      
constructive termination of their employment within specified time periods      
following the merger. See "Interests of Certain Persons in the Merger" beginning
on page 45.                                                                     

REGULATORY APPROVALS REQUIRED FOR THE MERGER                                    

The merger is subject to the premerger notification requirements under the      
Hart-Scott-Rodino Antitrust Improvements Act of 1976. Both Vishay and General   
Semiconductor have filed the requisite notification and report forms under the  
HSR Act. The waiting period under the HSR Act is scheduled to expire on         
October 1, 2001, but could be extended or terminated earlier. The merger is also
subject to notification to, and approval by, antitrust authorities in various   
foreign countries. Vishay and General Semiconductor are in the process of       
identifying and making the required filings in these jurisdictions.             

CONDITIONS TO COMPLETION OF THE MERGER                                          

Completion of the merger depends upon satisfaction of a number of conditions,   
including:                                                                      

    - continuing effectiveness of the registration statement of which this joint
proxy statement/prospectus is a part;                               

- approval and adoption by the General Semiconductor stockholders of the
merger agreement;                                                   

- approval by the Vishay stockholders of an increase in the authorized  
   capital stock of Vishay sufficient for the issuance of shares of Vishay
    common stock in connection with the merger and the issuance of shares of
Vishay common stock in connection with the merger;                  

    - the absence of legal restraints to the completion of the merger, including
the receipt of all necessary material regulatory clearances;        

  - approval for listing on the New York Stock Exchange of the Vishay common
      stock to be issued or reserved for issuance in connection with the merger;
and                                                                 

    - the receipt of legal opinions regarding the tax-free nature of the merger.

For further details, see "Conditions to Completion of the Merger" beginning on  
page 59.                                                                        

TERMINATION                                                                     

Either Vishay or General Semiconductor may terminate the merger agreement if:   

- both parties consent in writing;                                      

 - the merger is not completed by January 31, 2002 through no fault of the
party seeking to terminate the merger;                              

    - the General Semiconductor stockholders do not approve and adopt the merger
agreement;                                                          

   - the Vishay stockholders do not approve the necessary increase in Vishay's
     authorized capital stock or the issuance of shares of Vishay common stock
in connection with the merger;                                      

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- there are legal restraints preventing the merger;                     

 - a representation or warranty of the other party in the merger agreement
  was untrue or, unless such representation or warranty was specifically
   made as of a particular date, becomes untrue, which would be reasonably
expected to result in a material adverse effect on that party, which
misrepresentation cannot be remedied; or                            

- the other party materially breaches any covenant or agreement and that
breach cannot be remedied.                                          

Vishay may also terminate the merger agreement if General Semiconductor's board 
of directors:                                                                   

  - withdraws or adversely modifies its approval, adoption or recommendation
of the merger agreement;                                            

  - recommends an alternative acquisition transaction with a third party; or

    - fails either to include its recommendation of the merger agreement in this
  joint proxy statement/prospectus or to solicit proxies in favor of the
merger agreement.                                                   

General Semiconductor may terminate the merger agreement to accept an           
alternative acquisition proposal if:                                            

    - its board of directors determines in good faith, after consultation with a
nationally recognized investment banking firm, that the alternative 
proposal is financially more favorable to General Semiconductor     
stockholders than the proposed merger;                              

- General Semiconductor gives Vishay two days notice of its intention to
    enter into the alternative transaction and Vishay does not make an offer
    that the General Semiconductor board of directors determines is at least
as favorable as the alternative transaction; and                    

- General Semiconductor pays Vishay the termination fee and expense     
reimbursement described below.                                      

General Semiconductor may also terminate the merger agreement if:               

- Vishay adversely withdraws or modifies its approval, adoption or      
recommendation of the proposals to amend Vishay's certificate of    
  incorporation to increase the authorized shares of capital stock or to
issue the Vishay common stock in connection with the merger; or     

  - the Vishay stockholders who have a controlling voting interest in Vishay
     and who have executed agreements to vote in favor of the proposals at the
Vishay special stockholders meeting repudiate the agreements or the 
agreements are otherwise unenforceable.                             

For further details, see "Termination" beginning on page 61.                    

TERMINATION FEE AND EXPENSES; NO SOLICITATION PROVISIONS                        

If the merger is terminated under specified circumstances, generally involving  
an alternative acquisition transaction, General Semiconductor may be required to
pay a termination fee of $22.5 million to Vishay and/or pay reasonable          
out-of-pocket expenses of up to $1.0 million in the aggregate to Vishay. Vishay 
may be required to pay General Semiconductor up to $1.0 million of General      
Semiconductor's reasonable out-of-pocket expenses if the merger is terminated   
under some circumstances. See "Fees and Expenses" beginning on page 63 for a    
discussion of the circumstances in which the fee and expenses are payable.      

General Semiconductor has agreed that it will not solicit or encourage the      
initiation of any inquiries or proposals regarding any alternative acquisition  
transactions with third parties. General Semiconductor may respond to           
unsolicited transaction proposals if required by the fiduciary duties of General
Semiconductor's board of directors. General Semiconductor must promptly notify  
Vishay if it receives proposals for any such alternative acquisition            
transactions. See "No Solicitation" beginning on page 56.                       

The termination fee and the no solicitation provisions may have the effect of   
discouraging persons who might be interested in entering into an acquisition    
transaction with General Semiconductor from proposing an alternative acquisition
transaction.                                                                    

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OPINION OF FINANCIAL ADVISOR TO GENERAL SEMICONDUCTOR (PAGE 35)                 

On July 31, 2001, Credit Suisse First Boston, General Semiconductor's financial 
advisor, delivered its oral opinion to the General Semiconductor board of       
directors and subsequently confirmed in writing that, as of that date and based 
on and subject to the matters described in its written opinion, the exchange    
ratio provided for in the merger agreement was fair to the holders of General   
Semiconductor common stock from a financial point of view. See "Opinion of      
Financial Advisor to General Semiconductor" beginning on page 35. The full text 
of the written opinion of Credit Suisse First Boston, dated July 31, 2001, is   
attached as Annex B to this joint proxy statement/ prospectus. You should read  
this opinion in its entirety for a description of the procedures followed,      
assumptions made, matters considered and limitations on the review undertaken in
delivering this opinion. Credit Suisse First Boston's opinion is directed to the
General Semiconductor board of directors and does not constitute a              
recommendation to any stockholder as to any matter relating to the merger.      

COMPARISON OF RIGHTS OF STOCKHOLDERS OF GENERAL SEMICONDUCTOR AND VISHAY        
(PAGE 76)                                                                       

The rights of General Semiconductor stockholders are governed by Delaware law   
and General Semiconductor's Restated Certificate of Incorporation and its       
Amended and Restated Bylaws. The rights of Vishay stockholders are governed by  
Delaware law and Vishay's Amended and Restated Certificate of Incorporation and 
its Amended and Restated Bylaws. For a summary of material differences between  
the rights of General Semiconductor stockholders and Vishay stockholders, see   
"Comparison of Rights of Stockholders of General Semiconductor and Vishay"      
beginning on page 76.                                                           

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RISK FACTORS

In addition to reading and considering the other information we have    
included or incorporated by reference in this joint proxy statement/prospectus, 
General Semiconductor stockholders should carefully read and consider the       
following factors in evaluating the proposal to be considered at the General    
Semiconductor special stockholders meeting.                                     

RISKS FACTORS RELATING TO THE PROPOSED MERGER                                   

SINCE THE MARKET PRICE OF VISHAY SHARES WILL VARY, GENERAL SEMICONDUCTOR
STOCKHOLDERS CANNOT BE CERTAIN OF THE VALUE OF THE CONSIDERATION THEY WILL      
RECEIVE IN THE MERGER.                                                          

Upon completion of the merger, General Semiconductor stockholders will  
receive 0.563 of a share of Vishay common stock for each of their shares of     
General Semiconductor common stock. Based on the closing price of Vishay common 
stock on the New York Stock Exchange of $24.05 on July 31, 2001, the day the    
merger agreement was signed, the value of 0.563 of a share of Vishay common     
stock was $13.54. The market price for Vishay common stock at the time of the   
merger may be different from the July 31, 2001 price because of market          
fluctuations. The market value of Vishay common stock fluctuates for many       
reasons, including changes in the business, operations or prospects of Vishay,  
regulatory considerations or general market or economic conditions. The exchange
ratio will not be adjusted in the event of any increase or decrease in the      
market price of Vishay common stock or General Semiconductor common stock. In   
particular, General Semiconductor stockholders will not receive a greater number
of shares of Vishay common stock if the price per share of Vishay common stock  
at the time of the merger is less than the July 31, 2001 price of $24.05.       
Although we expect to complete the merger shortly after the special stockholders
meetings, it is possible that the merger will not be completed until a          
significant time has passed after these special meetings. Because of this, at   
the time of the General Semiconductor special meeting, General Semiconductor    
stockholders will not know the exact market value of the Vishay stock they will 
receive when the merger is completed.                                           

THE TRADING PRICE OF VISHAY COMMON STOCK MAY BE AFFECTED BY FACTORS     
DIFFERENT FROM THOSE AFFECTING THE PRICE OF GENERAL SEMICONDUCTOR COMMON STOCK. 

    Upon completion of the merger, holders of General Semiconductor common stock
will become holders of Vishay common stock. Vishay's business differs from that 
of General Semiconductor. General Semiconductor is engaged solely in the        
manufacture and sale of discrete semiconductor components, particularly power   
devices. Vishay began as a manufacturer and distributor of passive electronic   
components, and this segment of Vishay continues to represent the largest part  
of its business. Accordingly, Vishay's results of operations, as well as the    
trading price of shares of Vishay common stock, may be affected by factors      
different from those affecting General Semiconductor's results of operations and
the price of General Semiconductor common stock.                                

THE EXPECTED BENEFITS OF THE COMBINATION MAY NOT BE REALIZED.           

 We cannot assure you that our two companies will be successfully combined
into a single entity. The combining of companies such as Vishay and General     
Semiconductor involves a number of risks, including:                            

 - the diversion of management's attention to the combining of operations;

   - difficulties in the combining of our operations and systems, particularly
our sales and marketing organizations, our information and software 
systems, and our research and development efforts;                  

- difficulties in the assimilation and retention of employees;          

- challenges in keeping customers; and                                  

- potential adverse short-term effects on operating results.            

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Because of difficulties in combining operations, we may not be able to  
realize the cost savings and other benefits that we hope to achieve after       
completion of the merger. If we cannot successfully combine our operations, we  
may experience a material adverse effect on our business, financial condition or
results of operations.                                                          

RISK FACTORS RELATING TO VISHAY'S BUSINESS GENERALLY                            

VISHAY'S BUSINESS IS CYCLICAL AND THE CURRENT DECLINE IN DEMAND IN THE  
ELECTRONIC COMPONENT INDUSTRY MAY CONTINUE AND MAY BECOME MORE PRONOUNCED.      

Vishay and others in the electronic and semiconductor component industry
have recently experienced a decline in product demand on a global basis,        
resulting in order cancellations and deferrals. This decline is primarily       
attributable to a slowing of growth in the personal computer and cellular       
telephone product markets. This slowdown may continue and may become more       
pronounced. The current slowdown in demand, as well as recessionary trends in   
the global economy, makes it more difficult for Vishay to predict its future    
sales, which also makes it more difficult to manage its operations, and could   
adversely impact Vishay's results of operations. In the past, adverse economic  
trends that resulted in a slowdown in demand for electronic components have     
materially and adversely impacted Vishay's results of operations. A decrease in 
the current demand for Vishay's products, or an increase in supply due to the   
expansion of production capacity by Vishay's competitors, could cause a         
significant drop in Vishay's average sales prices, which could, in turn, cause a
reduction in Vishay's gross margins and operating profits. In addition, at the  
initial stage of a business cycle, increased efforts by distributors to sell    
inventory remaining from the prior cycle may cause average selling prices to    
decrease. Vishay's published operating results for the first half of 2001       
reflect some of these industry trends. For example, during the first half of    
2001 restructuring costs were $35.3 million as a result of Vishay's accelerated 
effort to streamline operations in response to the continued weakness in the    
electronic components market at the time. Vishay estimates that it will incur   
additional restructuring costs during 2001 of approximately $35 million.        

Because it operates in many of the same markets as Vishay, General      
Semiconductor has also been negatively affected by the current downward trends  
in the electronic components industry and is subject to many of the same pricing
and other operational pressures as Vishay. However, because their businesses are
not identical, it is possible that the business of General Semiconductor on a   
standalone basis could rebound more quickly than Vishay's businesses, taken as a
whole.                                                                          

    IN THE PAST VISHAY HAS GROWN THROUGH ACQUISITIONS BUT THIS MAY NOT CONTINUE.

Vishay's long-term historical growth in revenues and net earnings has   
resulted in large part from its strategy of expansion through acquisitions.     
However, we cannot assure you that Vishay will identify or successfully complete
transactions with suitable acquisition candidates in the future. We also cannot 
assure you that acquisitions Vishay completes in the future will be successful. 
If an acquired business fails to operate as anticipated or cannot be            
successfully integrated with Vishay's other businesses, Vishay's results of     
operations, enterprise value, market value and prospects could all be materially
and adversely affected.                                                         

    FUTURE ACQUISITIONS COULD REQUIRE VISHAY TO ISSUE ADDITIONAL INDEBTEDNESS OR
EQUITY.                                                                         

If Vishay were to undertake a substantial acquisition for cash, the     
acquisition would likely need to be financed in part through bank borrowings or 
the issuance of public or private debt. This would likely decrease Vishay's     
ratio of earnings to fixed charges and adversely affect other leverage criteria.
Under Vishay's existing credit facility, Vishay is required to obtain the       
lenders' consent for certain additional debt financing, is required to comply   
with other covenants including the application of specific financial ratios and 
is restricted from paying cash dividends on its capital stock.                  

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We cannot assure you that the necessary acquisition financing would be  
available to Vishay on acceptable terms when required. If Vishay were to        
undertake an acquisition for equity, the acquisition may have a dilutive effect 
on the interests of the holders of Vishay common stock.                         

VISHAY'S RESULTS ARE SENSITIVE TO RAW MATERIAL AVAILABILITY, QUALITY AND
COST.                                                                           

    Many of Vishay's products require the use of raw materials that are produced
in only a limited number of regions around the world or are available from only 
a limited number of suppliers. Vishay's results of operations may be materially 
and adversely affected if Vishay has difficulty obtaining these raw materials,  
the quality of available raw materials deteriorates or there are significant    
price increases for these raw materials. For example, the prices for tantalum   
and palladium, two raw materials that Vishay uses in its capacitors, are subject
to fluctuation. For periods in which the prices of these raw materials are      
rising, Vishay may be unable to pass on the increased cost to Vishay's customers
which would result in decreased margins for the products in which they are used.
For periods in which the prices are declining, Vishay may be required to write  
down its inventory carrying cost of these raw materials which, depending on the 
extent of the difference between market price and its carrying cost, could have 
a material adverse effect on Vishay's net earnings.                             

Vishay is a major consumer of the world's annual production of tantalum.
Tantalum, a metal purchased in powder or wire form, is the principal material   
used in the manufacture of tantalum capacitors. There are currently three major 
suppliers that process tantalum ore into capacitor grade tantalum powder. Due to
the strong demand for its tantalum capacitors and difficulty in obtaining       
sufficient quantities of tantalum powder from its suppliers, Vishay stockpiled  
tantalum ore in 2000 and early 2001. During the six months ended June 30, 2001, 
Vishay experienced a significant decrease in sales due to declining orders and  
the deferral or cancellation of existing orders. Vishay tantalum capacitor      
business was particularly impacted by the slowdown in sales. Prices for tantalum
ore and powder decreased during this period. As a result, Vishay has recorded   
write-downs of $10,000,000 and $20,000,000 on tantalum during the quarter and   
six months ended June 30, 2001, respectively. Vishay has entered into long-term 
take or pay contracts to purchase specified quantities of tantalum at fixed     
prices through 2005. Under these contracts, the annual tantalum purchase        
commitments are approximately $47,000,000 for 2001 and $150,000,000 for 2002    
through 2005. In addition, Vishay makes purchases of tantalum from its other    
suppliers under annual contracts at prices that are subject to periodic         
adjustment. Depending on the extent of the downward pricing trend for tantalum  
ore, Vishay could again be required to write down the carrying cost of our      
inventory of tantalum ore, which could have a material adverse effect on        
Vishay's net earnings.                                                          

Palladium, a metal used to produce multi-layer ceramic capacitors, is   
currently found primarily in South Africa and Russia. Palladium is a commodity  
product that is subject to price volatility. The price of palladium fluctuated  
in the range of approximately $201 to $970 per troy ounce during the three years
ended December 31, 2000. Since that time, the price of palladium has been as    
high as $1,110 per troy ounce, and as of August 31, 2001, it was approximately  
$448 per troy ounce.                                                            

From time to time there have been short-term market shortages of raw    
materials. While these shortages have not historically adversely affected       
Vishay's ability to increase production of products containing tantalum and     
palladium, they have historically resulted in higher raw material costs for     
Vishay. Vishay cannot assure you that any of these market shortages in the      
future would not adversely affect Vishay's ability to increase production,      
particularly during periods of growing demand for Vishay's products.            

 Because its business consists solely of semiconductor components which do
not utilize materials that are scarce or in short supply, General Semiconductor 
is generally not subject to similarly pronounced price fluctuations of its raw  
materials.                                                                      

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RISKS FACTORS RELATING TO VISHAY'S OPERATIONS OUTSIDE THE UNITED STATES         

VISHAY OBTAINS SUBSTANTIAL BENEFITS BY OPERATING IN ISRAEL, BUT THESE   
BENEFITS MAY NOT CONTINUE.                                                      

  Vishay has increased its operations in Israel over the past several years.
The low tax rates in Israel applicable to earnings of Vishay's operations in    
that country, compared to the rates in the United States, have had the effect of
increasing Vishay's net earnings. In addition, Vishay has taken advantage of    
various incentive programs in Israel, which take the form of grants designed to 
increase employment in Israel. Any significant increase in the Israeli tax rates
or reduction or elimination of the Israeli grant programs that have benefited   
Vishay could have an adverse impact on Vishay's results of operations. See      
Note 1 to the Consolidated Financial Statements in Vishay's Annual Report on    
Form 10-K for the year ended December 31, 2000, incorporated by reference in    
this joint proxy statement/prospectus, for a description of Vishay's accounting 
policy for grants received by certain subsidiaries from governments outside the 
United States.                                                                  

   VISHAY ATTEMPTS TO IMPROVE PROFITABILITY BY OPERATING IN COUNTRIES IN WHICH
LABOR COSTS ARE LOW, BUT THE SHIFT OF OPERATIONS TO THESE REGIONS MAY ENTAIL    
CONSIDERABLE EXPENSE.                                                           

   Vishay's strategy is aimed at achieving significant production cost savings
through the transfer and expansion of manufacturing operations to and in        
countries with lower production costs, such as Israel, Mexico, Portugal, the    
Czech Republic, Taiwan and China. In this process, Vishay may experience        
under-utilization of plants and factories in high labor cost regions and        
capacity constraints in plants and factories located in low labor cost regions. 
This may result initially in production inefficiencies and higher costs. These  
costs include those associated with compensation in connection with workforce   
reductions and plant closings in the higher labor cost regions, and start-up    
expenses, manufacturing and construction delays, and increased depreciation     
costs in connection with the initiation or expansion of production in lower     
labor cost regions.                                                             

  As Vishay implements transfers of some of its operations it may experience
strikes or other types of labor unrest as a result of lay-offs or termination of
Vishay's employees in high labor cost countries.                                

VISHAY IS SUBJECT TO THE RISKS OF POLITICAL, ECONOMIC AND MILITARY      
INSTABILITY IN COUNTRIES OUTSIDE THE U.S. IN WHICH IT OPERATES.                 

 Vishay has operations in 12 countries around the world outside the United
States, and approximately 56% of Vishay's revenues during 2000 were derived from
sales to customers outside the United States. Some of the countries in which    
Vishay operates have in the past experienced and may continue to experience     
political, economic and military instability or unrest. These conditions could  
have an adverse impact on the ability of Vishay to operate in these regions and,
depending on the extent and severity of these conditions, could materially and  
adversely affect Vishay's overall financial condition and operating results.    

RISKS FACTORS RELATING TO VISHAY'S CAPITAL STRUCTURE                            

THE HOLDERS OF CLASS B COMMON STOCK HAVE VOTING CONTROL OF VISHAY.      

Vishay has two classes of common stock: common stock and Class B common 
stock. The holders of common stock are entitled to one vote for each share held,
while the holders of Class B common stock are entitled to 10 votes for each     
share held. Currently, two principal holders of Class B common stock control    
approximately 54% of the outstanding voting power of Vishay. As a result, these 
holders of Class B common stock are able to cause the election of the entire    
board of directors of Vishay. These holders of the Class B common stock may also
be able to approve other actions as stockholders without obtaining the votes of 
other stockholders of Vishay.                                                   

    Following the merger, based on the number of shares of General Semiconductor
stock currently outstanding, these two holders will control approximately 50.2% 
of the voting power of Vishay and thus will continue to have voting control of  
Vishay.                                                                         

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   THE EXISTENCE OF THE CLASS B COMMON STOCK MAY DEPRIVE OTHER STOCKHOLDERS OF
A PREMIUM VALUE FOR THEIR SHARES IN A TAKEOVER.                                 

  The effective control of Vishay by holders of the Class B common stock may
make Vishay less attractive as a target for a takeover proposal. It may also    
make it more difficult or discourage a merger proposal or proxy contest for the 
removal of the incumbent directors, even if such actions were favored by all    
stockholders of Vishay other than the holders of the Class B common stock.      
Accordingly, this may deprive the holders of common stock of an opportunity they
might otherwise have to sell their shares at a premium over the prevailing      
market price in connection with a merger or acquisition of Vishay with or by    
another company.                                                                

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FORWARD-LOOKING INFORMATION 

 Some statements contained in or incorporated by reference into this joint
proxy statement/ prospectus are "forward-looking statements" within the meaning 
of the United States Private Securities Litigation Reform Act of 1995. All      
forward-looking statements involve risks and uncertainties. In particular, any  
statements regarding the timing or benefits of the merger and the value of the  
shares of Vishay common stock to be received by General Semiconductor           
stockholders as consideration for the merger, as well as expectations with      
respect to future sales and other results of operations, operating efficiencies 
and product expansion, are subject to known and unknown risks, uncertainties and
contingencies. Many of these risks, uncertainties and contingencies are beyond  
the control of Vishay and General Semiconductor and may cause actual results,   
performance or achievements to differ materially from anticipated results,      
performance or achievements. Factors that might affect these forward-looking    
statements include, among other things:                                         

  - the impact of fluctuations in the share price of shares of Vishay common
stock;                                                              

- overall economic and business conditions;                             

 - the demand for Vishay's and General Semiconductor's goods and services;

- competitive factors in the industries in which Vishay and General     
Semiconductor compete;                                              

- the risk factors described above under the heading "Risk Factors";    

- changes in United States and non-United States government regulations;

   - changes in tax requirements (including tax rate changes, new tax laws and
revised tax law interpretations);                                   

- results of litigation;                                                

   - interest rate fluctuations and other capital market conditions, including
foreign currency rate fluctuations;                                 

- economic and political conditions in international markets, including 
    governmental changes and restrictions on the ability to transfer capital
across borders;                                                     

- the ability to achieve anticipated cost savings and other benefits in 
     connection with the acquisition of General Semiconductor, Vishay's recent
      acquisition of assets of Infineon Technologies and other acquisitions; and

- the timing, impact and other uncertainties of future acquisitions by  
Vishay.                                                             

Accordingly, you should not place undue reliance on the forward-looking 
statements contained in this joint proxy statement/prospectus. These            
forward-looking statements speak only as of the date on which the statements    
were made. In evaluating forward-looking statements, you should consider these  
risks and uncertainties, together with the other risks described from time to   
time in Vishay's and General Semiconductor's reports and documents filed with   
the SEC. Neither Vishay nor General Semiconductor assumes any obligation to     
update any such forward-looking statements to reflect events or circumstances   
after the date of this joint proxy statement/prospectus.                        

For additional factors that might affect such forward-looking statements
with respect to Vishay, see the factors identified under the heading "Safe      
Harbor Statement" in Vishay's Annual Report on Form 10-K for the year ended     
December 31, 2000. For additional factors that might affect these               
forward-looking statements with respect to General Semiconductor, see the       
factors identified under the heading "Cautionary Statement Regarding Forward    
Looking Information" in exhibit 99 to General Semiconductor's Annual Report on  
Form 10-K for the year ended December 31, 2000 and Forms 10-Q filed for the     
quarterly periods since December 31, 2000. See "Where You Can Find More         
Information" on page i.                                                         

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SELECTED CONSOLIDATED FINANCIAL DATA OF 
VISHAY AND GENERAL SEMICONDUCTOR

  The following information is being provided to assist you in analyzing the
financial aspects of the merger.                                                

  The selected historical financial data for Vishay for the six months ended
June 30, 2001 and 2000 was derived from the unaudited consolidated condensed    
financial statements included in Vishay's Quarterly Report on Form 10-Q for the 
quarterly period ended June 30, 2001. The data presented for Vishay for the six 
months ended June 30, 2001 and 2000 is unaudited and, in the opinion of Vishay's
management, includes all necessary adjustments, consisting of normal recurring  
adjustments, and present fairly this data. Vishay's results for the six months  
ended June 30, 2001 are not necessarily indicative of the results to be expected
for the fiscal year ending December 31, 2001. The selected historical financial 
data for Vishay for the five fiscal years ended December 31, 2000 was derived   
from Vishay's audited consolidated financial statements.                        

    The selected historical financial data for General Semiconductor for the six
months ended June 30, 2001 and 2000 was derived from the unaudited consolidated 
financial statements included in General Semiconductor's Quarterly Report on    
Form 10-Q/A for the quarterly period ended June 30, 2001. The data presented for
General Semiconductor for the six months ended June 30, 2001 and 2000 are       
unaudited and, in the opinion of General Semiconductor's management, include all
necessary adjustments, consisting of normal recurring adjustments, and present  
fairly this data. General Semiconductor's results for the six months ended      
June 30, 2001 are not necessarily indicative of the results to be expected for  
the fiscal year ending December 31, 2001. The selected historical financial data
for General Semiconductor for the five fiscal years ended December 31, 2000 was 
derived from General Semiconductor's audited consolidated financial statements. 

    This information should be read in conjunction with the historical financial
statements and related notes contained in the annual, quarterly and other       
reports filed by Vishay and General Semiconductor with the SEC. See "Where You  
Can Find More Information" on page i.                                           

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF VISHAY 
(in millions, except per share data)

                                                        [Enlarge/Download Table]

                                    SIX MONTHS ENDED                                                            
                                        JUNE 30,                        YEAR ENDED DECEMBER 31,                 
                                  --------------------  --------------------------------------------------------
                                  2001 (1)      2000      2000     1999 (2)    1998 (3)    1997 (4)    1996 (5) 
                                  ---------   --------  --------   ---------   ---------   ---------   ---------
                                      (UNAUDITED)                                                               
                                                                                                                
STATEMENT OF OPERATIONS DATA:                                                                                   
Net sales........................ $  941.9    $1,151.7  $2,465.1   $1,760.1    $1,572.7    $1,125.2    $1,098.0 
Interest expense.................      6.9        20.4      25.2       53.3        49.0        18.8        17.4 
Earnings before income taxes and                                                                                
  minority interest..............    128.2       281.9     690.2      134.7        42.6        89.6        70.8 
Income taxes.....................     31.1        62.8     148.2       36.9        30.6        34.2        17.7 
Minority interest................      3.8        13.0      24.2       14.5         3.8         2.1         0.5 
Net earnings.....................     93.3       206.1     517.9       83.2         8.2        53.3        52.6 

Basic earnings per share (6)..... $   0.68    $   1.55  $   3.83   $   0.66    $   0.07    $   0.42    $   0.41 
Diluted earnings per                                                                                            
  share (6)......................     0.67        1.52      3.77       0.65        0.07        0.42        0.41 

Weighted average shares                                                                                         
  outstanding--basic (6).........    137.7       132.8     135.3      126.7       126.7       126.6       126.6 

Weighted average shares                                                                                         
  outstanding--diluted (6).......    140.4       135.3     137.5      128.2       126.8       126.9       126.7 

BALANCE SHEET DATA (END OF                                                                                      
  PERIOD) (7):                                                                                                  
Total assets..................... $2,931.8              $2,783.7   $2,323.8    $2,462.7    $1,719.6    $1,558.5 
Long-term debt...................    304.4                 140.5      656.9       814.8       347.5       229.9 
Working capital..................  1,283.1               1,057.2      604.2       650.5       455.1       434.2 
Stockholders' equity.............  1,906.4               1,833.9    1,013.6     1,002.5       959.6       945.2 

--------------------------                                                      

(1) Includes restructuring expense of $35.3 million ($0.19 per share).          

(2) The sale of Nicolitch, S.A. and a tax rate change in Germany reduced net    
earnings by $14.6 million ($0.11 per share).                            

(3) Includes the results from March 1, 1998 of TEMIC and special charges after  
taxes of $55.3 million ($0.44 per share).                               

(4) Includes the results from July 1, 1997 of Lite-On Power Semiconductor       
Corporation and special charges after taxes of $27.7 million ($0.22 per 
share). Vishay disposed of its interest in Lite-On on July 12, 2000.    

(5) Includes restructuring expense of $38.0 million ($0.21 per share).          

(6) Adjusted to reflect a three-for-two stock split distributed June 9, 2000, a 
  five-for-four stock split distributed June 22, 1999 and 5% stock dividends
paid on June 11, 1998 and June 9, 1997.                                 

(7) Balance Sheet Data (End of Period) for Six Months Ended June 30, 2000       
intentionally omitted.                                                  

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF GENERAL SEMICONDUCTOR
(in millions, except per share data)

                                                        [Enlarge/Download Table]

                                     SIX MONTHS ENDED                                                           
                                         JUNE 30,                        YEAR ENDED DECEMBER 31,                
                                   ---------------------  ------------------------------------------------------
                                   2001 (1)      2000       2000       1999     1998 (2)    1997 (3)      1996  
                                   ---------   ---------  --------   --------   ---------   ---------   --------
                                        (UNAUDITED)                                                             
                                                                                                                
STATEMENT OF OPERATIONS DATA:                                                                                   
Net sales.........................  $186.0      $243.3     $493.7     $417.1     $401.1      $380.0     $  361.9
Interest expense..................     7.8        10.1       18.8       23.5       20.0        14.4         10.4
Earnings (loss) before income                                                                                   
  taxes and minority interest.....    (6.1)       30.9       65.4       32.5       27.1        20.5         67.2
Income taxes......................    (1.8)        9.3       18.6        8.1        8.6        11.6         27.4
Earnings (loss) from continuing                                                                                 
  operations......................    (4.3)       21.6       46.7       24.4       18.5         8.9         39.8

Basic earnings (loss) per share                                                                                 
  from continuing operations......  $(0.11)     $ 0.58     $ 1.24     $ 0.66     $ 0.50      $ 0.25     $   1.20
Diluted earnings (loss) per share                                                                               
  from continuing operations......   (0.11)       0.50       1.08       0.66       0.50        0.25         1.15

Weighted average shares                                                                                         
  outstanding--basic..............    37.8        37.5       37.6       36.8       36.8        35.4         32.9

Weighted average shares                                                                                         
  outstanding--diluted............    37.8        49.8       49.6       37.6       36.9        35.6         36.9

BALANCE SHEET DATA (END OF                                                                                      
  PERIOD) (5):                                                                                                  
Total assets......................  $581.2                 $595.3     $576.3     $563.4      $550.3     $2,057.2
Long-term debt, including current                                                                               
  maturities (4)..................   230.5                  216.5      276.5      286.0       268.1        692.3
Working capital...................    50.4                   50.1       64.7       51.7        16.7         69.6
Stockholders' equity..............   184.9                  187.7      131.4      105.3        86.4      1,173.2

--------------------------                                                      

(1) Includes restructuring charges of $12.9 million ($9.1 million net of tax) or
$0.24 per share.                                                        

(2) Includes restructuring charges of $12.3 million ($8.5 million net of tax) or
$0.23 per share.                                                        

(3) Includes charges of $33.8 million ($25.3 million net of tax) or $0.69 per   
share, primarily related to the separation of General Instrument        
Corporation's Taiwan operations.                                        

(4) In 2001, 2000 and 1999, includes $172.5 million of convertible subordinated 
notes which were issued in December 1999.                               

(5) Balance Sheet Data (End of Period) for Six Months Ended June 30, 2000       
intentionally omitted.                                                  

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SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

   The following selected unaudited pro forma consolidated financial data have
been derived from and should be read together with the "Unaudited Pro Forma     
Consolidated Condensed Financial Statements" and related notes on pages 67      
through 71. This data is based on the historical consolidated balance sheets and
statements of operations of Vishay and General Semiconductor, giving effect to  
the merger using the "purchase" method of accounting for business combinations, 
as described on page 49. This data is for illustrative purposes only. The       
companies may have performed differently had they been combined for the periods 
presented. This selected unaudited pro forma consolidated financial data is not 
necessarily indicative of the historical results that would have occurred had   
the companies been combined for the periods presented, or the future results    
that the combined company will experience after completion of the merger.       

                                                        [Enlarge/Download Table]

                                                             SIX MONTHS ENDED      YEAR ENDED    
                                                              JUNE 30, 2001     DECEMBER 31, 2000
                                                             ----------------   -----------------
                                                             (IN MILLIONS, EXCEPT PER SHARE DATA)
                                                                                                 
STATEMENT OF OPERATIONS DATA:                                                                    

Net sales...................................................     $1,127.9           $2,958.8     

Earnings before income taxes and minority interest..........        124.7              760.6     

Net earnings................................................         91.6              569.7     

Basic earnings per share....................................     $   0.58           $   3.64     

Diluted earnings per share..................................         0.57               3.47     

BALANCE SHEET DATA (END OF PERIOD)(1):                                                           

Total assets................................................     $3,878.0                        

Long-term debt..............................................        535.0                        

Working capital.............................................      1,331.0                        

Stockholders' equity........................................      2,455.0                        

------------------------                                                        

(1) Balance Sheet Data (End of Period) for Year Ended December 31, 2000         
intentionally omitted._                                                 

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UNAUDITED COMPARATIVE PER SHARE DATA

The following table presents:                                           

   - Historical income from continuing operations per share and book value per
share data for Vishay and General Semiconductor;                    

    - Unaudited pro forma consolidated per share data of Vishay as if the merger
had occurred on January 1, 2000; and                                

- General Semiconductor's unaudited pro forma equivalent per share data.

  This unaudited pro forma consolidated per share data has been derived from
the "Unaudited Pro Forma Consolidated Condensed Financial Statements" presented 
beginning on page 67. You should read the information below in conjunction with 
the financial statements and accompanying notes of Vishay and General           
Semiconductor that are incorporated by reference in this joint proxy statement/ 
prospectus and with the Unaudited Pro Forma Consolidated Condensed Financial    
Statements included herein.                                                     

   The General Semiconductor equivalent pro forma data shows the effect of the
merger from the perspective of an owner of General Semiconductor common stock.  
The data was calculated by multiplying the pro forma combined data by the       
exchange ratio of 0.563.                                                        

Neither Vishay nor General Semiconductor paid cash dividends during the 
periods covered by this table.                                                  

                                                        [Enlarge/Download Table]

                                                                       VISHAY AND                  
                                                                        GENERAL         GENERAL    
                                                        GENERAL      SEMICONDUCTOR   SEMICONDUCTOR 
                                           VISHAY    SEMICONDUCTOR     UNAUDITED       EQUIVALENT  
                                         HISTORICAL    HISTORICAL      PRO FORMA       UNAUDITED   
                                         PER SHARE     PER SHARE        COMBINED       PRO FORMA   
                                            DATA          DATA       PER SHARE DATA  PER SHARE DATA
                                         ----------  --------------  --------------  --------------
                                                                                                   
AT OR FOR THE SIX MONTHS ENDED JUNE 30,                                                            
  2001:                                                                                            
Earnings (loss) from continuing                                                                    
  operations per share of common stock:                                                            
  Basic.................................    $0.68        $(0.11)          $ 0.58         $0.33     
  Diluted...............................    $0.67         (0.11)            0.57          0.32     
Book value per share of common stock                                                               
  (1)...................................    13.82          4.89            15.42          8.68     

AT OR FOR THE YEAR ENDED DECEMBER 31,                                                              
  2000:                                                                                            
Earnings from continuing operations per                                                            
  share of common stock:                                                                           
  Basic.................................    $3.83        $ 1.24           $ 3.64         $2.05     
  Diluted...............................     3.77          1.08             3.47          1.95     

------------------------                                                        

(1) Book value per share of common stock is computed by dividing stockholders'  
 equity by the number of shares of common stock outstanding as of June 30,
2001. Pro forma book value per share is computed by dividing pro forma  
stockholders' equity by the pro forma number of shares of common stock  
outstanding as of June 30, 2001.                                        

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COMPARATIVE MARKET VALUE DATA 

The following table presents:                                           

   - the closing prices per share on the New York Stock Exchange and aggregate
   market value of shares of Vishay common stock and General Semiconductor
   common stock on July 31, 2001, the last trading day prior to the public
 announcement of the proposed merger, and on August 31, 2001, the last
practicable trading day prior to the date of this joint proxy       
statement/prospectus; and                                           

- the value of the Vishay common stock that a General Semiconductor     
   stockholder would have received for one General Semiconductor share and
the value of the Vishay common stock that all General Semiconductor 
     stockholders, in total, would have received for all General Semiconductor
    shares, assuming the merger had occurred on those dates and applying the
exchange ratio of 0.563.                                            

                                                        [Enlarge/Download Table]

                                                                      GENERAL        GENERAL   
                                                       VISHAY      SEMICONDUCTOR  SEMICONDUCTOR
                                                     HISTORICAL     HISTORICAL     EQUIVALENT  
                                                   --------------  -------------  -------------
                                                                                               
ON JULY 31, 2001:                                                                              
  Closing price per share of common stock......... $        24.05  $      11.26   $      13.54 
  Market value of common stock (1)................ $3,317,440,309  $425,986,068   $512,242,572 

ON AUGUST 31, 2001:                                                                            
  Closing price per share of common stock......... $        23.33  $      12.95   $      13.13 
  Market value of common stock (2)................ $3,218,237,719  $489,963,172   $496,773,471 

------------------------                                                        

(1) Market value based on 137,939,306 shares of Vishay common stock (including  
Class B common stock on an as-converted basis) and 37,831,800 shares of 
General Semiconductor common stock outstanding as of July 31, 2001,     
excluding shares held in treasury or by subsidiaries.                   

(2) Market value based on 137,944,180 shares of Vishay common stock (including  
Class B common stock on an as-converted basis) and 37,834,994 shares of 
General Semiconductor common stock outstanding as of August 31, 2001,   
excluding shares held in treasury or by subsidiaries.                   

CURRENT DEVELOPMENTS

   On August 17, 2001, General Semiconductor publicly announced the details of
a restructuring program including its decision to close its facility in Macroom,
Ireland by the end of 2001. General Semiconductor will transfer the majority of 
the product lines manufactured at this facility to its facilities in Taiwan and 
China and outsource production of the remaining products.                       

    Also, on August 17, 2001, General Semiconductor entered into an amendment to
its secured, revolving bank credit agreement. This amendment, among other       
things, reduced the total lending commitment from $263.8 million to             
$175 million, and revised the method of calculating several key financial       
covenants to provide General Semiconductor flexibility to incur restructuring   
charges in connection with cost saving initiatives and expenses related to the  
merger. The amendment also replaced interest rate and fee margins that varied   
with General Semiconductor's financial performance with fixed margins. General  
Semiconductor also agreed to decrease the amount of capital expenditure it is   
permitted to make in 2001 and 2002.                                             

  In addition, General Semiconductor has taken cost reduction initiatives at
all of its facilities and offices worldwide. These initiatives include such     
measures as outsourcing production of certain mature products to subcontractors,
making additional reductions in workforce and instituting furlough programs at  
both factory and office locations worldwide. The Macroom facility closing       
combined with General Semiconductor's other cost reduction initiatives taken in 
2001, are expected to reduce General Semiconductor's total workforce of 5,700   
employed at December 31, 2000 by approximately 23% and result in cost savings of
approximately $25 million annually.                                             

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GENERAL SEMICONDUCTOR SPECIAL MEETING 

JOINT PROXY STATEMENT/PROSPECTUS                                                

This joint proxy statement/prospectus is being furnished to General     
Semiconductor stockholders in connection with the solicitation of proxies by    
General Semiconductor's board of directors to approve and adopt the merger      
agreement.                                                                      

DATE, TIME AND PLACE                                                            

 The special meeting of General Semiconductor stockholders will be held on
, 2001, at   , Eastern Time, at       .                                     

PURPOSE OF THE GENERAL SEMICONDUCTOR SPECIAL MEETING                            

At the General Semiconductor special meeting, General Semiconductor     
stockholders will consider and vote upon a proposal to approve and adopt the    
Agreement and Plan of Merger, dated as of July 31, 2001, among Vishay, Vishay   
Acquisition Corp., a wholly owned subsidiary of Vishay, and General             
Semiconductor. Approval and adoption of the merger agreement will also          
constitute approval of the merger and the other transactions contemplated by the
merger agreement. The merger agreement provides, among other things, that Vishay
Acquisition will be merged with and into General Semiconductor and each         
outstanding share of General Semiconductor common stock will be converted into  
0.563 shares of Vishay common stock. General Semiconductor is not proposing any 
matters other than the approval of the merger agreement at the General          
Semiconductor special meeting.                                                  

RECORD DATE; VOTING RIGHTS; QUORUM; REQUIRED VOTE                               

    Only holders of record of General Semiconductor common stock at the close of
business on   , 2001, the record date for the General Semiconductor special     
meeting, are entitled to receive notice of and to vote at the special meeting or
at any adjournment of the special meeting.                                      

General Semiconductor has one class of capital stock outstanding: common
stock, par value $0.01 per share. Each holder of common stock is entitled to one
vote for each share held. Holders of shares of General Semiconductor common     
stock entitled to cast a majority of the votes at the special meeting must be   
present at the special meeting, in person or by proxy, to constitute a quorum to
transact business.                                                              

   On the record date,       shares of General Semiconductor common stock were
outstanding, excluding shares held in treasury, and were held by approximately  
holders of record.                                                  

   The affirmative vote of the holders of a majority of the outstanding shares
of General Semiconductor is required to approve and adopt the merger agreement. 

SHARE OWNERSHIP AND VOTING POWER OF MANAGEMENT                                  

   General Semiconductor's executive officers and directors held approximately
shares of General Semiconductor common stock, representing approximately   %
of the voting power of General Semiconductor's outstanding common stock as of   
the record date. All of the executive officers and directors of General         
Semiconductor have advised us that they will vote the shares of General         
Semiconductor common stock held by them FOR the approval and adoption of the    
merger agreement.                                                               

RECOMMENDATION OF THE BOARD OF DIRECTORS OF GENERAL SEMICONDUCTOR               

General Semiconductor's board of directors has unanimously approved the 
merger agreement and the transactions contemplated by the merger agreement. The 
General Semiconductor board has determined that the merger is fair to and in the
best interests of General Semiconductor and its                                 

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stockholders and unanimously recommends that General Semiconductor stockholders 
vote to approve and adopt the merger agreement. See "Recommendation of the Board
of Directors of General Semiconductor; Reasons of General Semiconductor for the 
Merger" beginning on page 33 and "Interests of Certain Persons in the Merger"   
beginning on page 45.                                                           

VOTING AND REVOCATION OF PROXIES; SHARES HELD IN "STREET NAME"                  

 General Semiconductor stockholders who own their shares in their own name
may vote their General Semiconductor shares by attending the General            
Semiconductor special meeting and voting their shares in person, or by          
completing the enclosed proxy card, signing and dating it and mailing it in the 
enclosed postage-prepaid envelope. If a written proxy card is signed by a       
General Semiconductor stockholder and returned without instructions, the shares 
represented by the proxy will be voted FOR approval and adoption of the merger  
agreement.                                                                      

In addition, General Semiconductor stockholders who own their shares in 
their own name may submit their proxies by telephone or over the internet. The  
telephone and internet voting procedures are designed to authenticate votes cast
by use of a personal identification number. These procedures allow a General    
Semiconductor stockholder to appoint a proxy to vote his or her shares and to   
confirm that his or her instructions have been properly recorded.               

                                                                [Download Table]
                                                                           
BY TELEPHONE:  Call toll-free 1-800-840-1208 using any touch-tone telephone
               and follow the instructions. You will need to enter the     
               control number located on your proxy card.                  

BY INTERNET:   Go to "http://www.proxyvoting.com/sem" and follow the       
               instructions. You will need to enter the control number     
               located on your proxy card.                                 

BY MAIL:       Complete, sign and date your proxy card and return it in the
               enclosed postage-prepaid envelope.                          

If you hold shares in "street name", that is, through a bank, broker or 
other custodian, you must instruct your custodian to vote on your behalf. You   
should receive a voting form from your custodian or its agent for this purpose. 
To vote, you should complete the voting form in accordance with its directions. 
Please check the voting form supplied by your custodian to see if it offers     
telephone or internet voting.                                                   

   Under the applicable rules of the New York Stock Exchange, brokers who hold
shares in street name for customers who are the beneficial owners of those      
shares are prohibited from giving a proxy to vote those customers' shares with  
respect to the matters to be voted on at the General Semiconductor special      
meeting in the absence of specific instructions from the customer. Brokers are  
also required to request these instructions from beneficial owners of General   
Semiconductor shares.                                                           

If you have questions or requests for assistance in completing and      
submitting proxy cards or voting forms or voting by telephone or over the       
internet, please contact Georgeson Shareholder Communications Inc., a firm      
retained by General Semiconductor, at the following address and telephone       
number:                                                                         

17 State Street, 10th Floor 
New York, New York 10004
1-800-223-2064

    Votes cast by proxy, including votes cast by telephone or over the internet,
or in person at the General Semiconductor special meeting, will be tabulated and
will determine whether or not a quorum is present. Pursuant to Delaware law,    
abstentions and broker non-votes will be counted for purposes of determining    
whether a quorum is present. Because approval of the merger agreement requires  
the vote                                                                        

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of a majority of the outstanding shares of General Semiconductor, broker        
non-votes and abstentions will have the effect of votes against approval and    
adoption of the merger agreement.                                               

All properly delivered proxies that are not revoked will be voted at the
special meeting as instructed on those proxies. A stockholder who delivers a    
proxy may revoke it at any time before it is voted by:                          

- delivering a proxy bearing a later date;                              

- subsequently submitting the changed vote by telephone or over the     
internet;                                                           

    - giving written notice of revocation to any of the persons named as proxies
or to General Semiconductor, addressed to the Secretary; or         

- attending the special meeting and voting in person.                   

    The General Semiconductor board of directors is unaware of any other matters
that may be presented for action at the General Semiconductor special meeting.  
If other matters do properly come before the meeting, however, it is intended   
that shares represented by proxies will be voted or not voted by the persons    
named in the proxies in their discretion, provided that no proxy that is voted  
against approval and adoption of the merger agreement will be voted in favor of 
any adjournment or postponement of the General Semiconductor special meeting for
the purpose of soliciting additional proxies.                                   

SOLICITATION OF PROXIES                                                         

  Management of General Semiconductor may use the services of its directors,
officers and employees in soliciting proxies. These persons will not receive any
additional compensation for these services, but will be reimbursed for their    
out-of-pocket expenses. General Semiconductor will reimburse banks, brokers,    
nominees, custodians and fiduciaries for their expenses in forwarding copies of 
the proxy soliciting material to the beneficial owners of the stock held by     
these persons and in requesting authority for the execution of proxies. In      
addition, General Semiconductor entered into a retainer agreement with Georgeson
Shareholder Communications Inc. and paid Georgeson a retainer of $50,000 in     
connection with the original Vishay proposal in April 2001. After completion of 
Georgeson's work in connection with the original Vishay proposal, General       
Semiconductor had a retainer balance with Georgeson in the amount of $25,000.   
Georgeson has agreed to assist with the solicitation of proxies in connection   
with the merger for a fee not to exceed $25,000, plus reimbursement of          
out-of-pocket expenses. The $25,000 retainer balance will be credited against   
this fee. General Semiconductor will pay its expenses incurred in connection    
with the mailing of this joint proxy statement/prospectus, and, if the merger is
not completed, will share equally with Vishay in the printing expenses.         

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VISHAY SPECIAL MEETING

JOINT PROXY STATEMENT/PROSPECTUS                                                

This joint proxy statement/prospectus is being furnished to Vishay      
stockholders in connection with the solicitation of proxies by Vishay's board of
directors to approve an increase in Vishay's authorized capital stock and the   
issuance of shares of Vishay common stock in the proposed merger.               

DATE, TIME AND PLACE                                                            

   The special meeting of Vishay stockholders will be held on   , 2001, at   ,
Eastern Time, at       .                                                        

PURPOSE OF THE VISHAY SPECIAL MEETING                                           

 At the Vishay special meeting, Vishay stockholders will consider and vote
upon the following proposals:                                                   

1.  to approve an amendment to Vishay's certificate of incorporation    
    increasing the number of authorized shares of Vishay common stock from
 150,000,000 to 300,000,000, and increasing the number of authorized
    shares of Vishay's Class B common stock from 20,000,000 to 40,000,000;
and                                                               

 2.  to approve the issuance of Vishay common stock in connection with the
merger.                                                           

The merger is conditioned on the approval of these proposals by Vishay  
stockholders.                                                                   

RECORD DATE; VOTING RIGHTS; QUORUM; REQUIRED VOTE                               

 Only holders of record of Vishay common stock and Class B common stock at
the close of business on   , 2001, the record date for the Vishay special       
meeting, are entitled to receive notice of and to vote at the special meeting or
at any adjournment of the special meeting.                                      

    Vishay has two classes of capital stock outstanding: common stock, par value
$0.10 per share and Class B common stock, par value $0.10 per share. Each holder
of common stock is entitled to one vote for each share held. Each share of      
Class B common stock is entitled to ten votes for each share held. Holders of   
shares of Vishay common stock and Class B common stock entitled to cast a       
majority of the votes at the special meeting must be present at the special     
meeting, in person or by proxy, to constitute a quorum to transact business.    

On the record date,           shares of Vishay common stock were        
outstanding, excluding shares held in treasury, and were held by approximately  
    holders of record. Also on that date,           shares of Vishay
Class B common stock were outstanding and were held by   holders of record.     

Approval of the amendment to Vishay's certificate of incorporation to   
increase its authorized capital stock requires the affirmative vote of the      
holders of a majority of the outstanding voting power of Vishay. Approval of the
issuance of shares of Vishay common stock in connection with the merger requires
the affirmative vote of a majority of the votes cast on the proposal, provided  
that the votes cast constitute a majority of the outstanding voting power of    
Vishay.                                                                         

SHARE OWNERSHIP AND VOTING POWER OF MANAGEMENT                                  

Dr. Felix Zandman, directly and through a voting trust agreement, and   
Mrs. Luella B. Slaner, directly, beneficially and as an executrix for the estate
of her late husband Alfred Slaner, have voting power over approximately 54% of  
the total outstanding voting power of Vishay. Dr. Zandman, Vishay's chairman and
chief executive officer, and Mrs. Slaner, a director of Vishay, have each       
entered into a                                                                  

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voting agreement under which they have agreed to vote all of the Vishay shares  
held by them in favor of the two proposals to be presented at the Vishay special
meeting. All other directors and executive officers of Vishay held approximately
    shares of common stock, representing approximately     % of the voting
power of Vishay's outstanding common stock and Class B common stock as of the   
record date. All of the executive officers and directors of Vishay have advised 
us that they will also vote in favor of the proposals. Accordingly, the         
proposals will be adopted regardless of how the other stockholders of Vishay    
cast their votes.                                                               

RECOMMENDATION OF THE BOARD OF DIRECTORS OF VISHAY                              

Vishay's board of directors has unanimously approved the amendment to   
Vishay's certificate of incorporation increasing Vishay's authorized capital    
stock and the issuance of Vishay common stock in connection with the merger. The
Vishay board has determined that these proposals are advisable and in the best  
interests of Vishay and its stockholders and unanimously recommends that you    
vote to approve them. See "Recommendation of the Board of Directors of Vishay;  
Reasons of Vishay for the Merger" beginning on page 43.                         

VOTING AND REVOCATION OF PROXIES; SHARES HELD IN "STREET NAME"                  

 Vishay stockholders who own their shares in their own name may vote their
Vishay shares by attending the Vishay special meeting and voting their shares in
person, or by completing the enclosed proxy card, signing and dating it and     
mailing it in the enclosed postage-prepaid envelope. If a written proxy card is 
signed by a Vishay stockholder and returned without instructions, the shares    
represented by the proxy will be voted FOR the proposals being considered at the
Vishay special meeting.                                                         

   In addition, Vishay stockholders who own their shares in their own name may
also submit their proxies by telephone or over the internet. The telephone and  
internet voting procedures are designed to authenticate votes cast by use of a  
personal identification number. These procedures allow a Vishay stockholder to  
appoint a proxy to vote his or her shares and to confirm that his or her        
instructions have been properly recorded.                                       

                                                                [Download Table]
                                                                           
BY TELEPHONE:  Call toll-free 1-800-PROXIES or 1-800-776-9437 using any    
               touch-tone telephone and follow the instructions. You will  
               need to enter the control number located on your proxy card.

BY INTERNET:   Go to "http://www.voteproxy.com" and follow the             
               instructions. You will need to enter the control number     
               located on your proxy card.                                 

BY MAIL:       Complete, sign and date your proxy card and return it in the
               enclosed postage-prepaid envelope.                          

 If you hold shares in "street name", that is, through a bank, broker or other
custodian, you must instruct your custodian to vote on your behalf. You should  
receive a voting form from your custodian or its agent for this purpose. To     
vote, you should complete the voting form in accordance with its directions.    
Please check the voting form used by that firm to see if it offers telephone or 
Internet voting.                                                                

   Under the applicable rules of the New York Stock Exchange, brokers who hold
shares in street names for customers who are the beneficial owners of those     
shares are prohibited from giving a proxy to vote those customers' shares with  
respect to the matters to be voted on at the Vishay special meeting in the      
absence of specific instructions from the customer. Brokers are also required to
request these instructions from beneficial owners of Vishay shares.             

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If you have questions or requests for assistance in completing and      
submitting proxy cards or voting forms or voting by telephone or over the       
Internet, please contact MacKenzie Partners, Inc., a firm retained by Vishay, at
the following address and telephone numbers:                                    

156 Fifth Avenue
New York, New York 10010
collect at 1-212-929-5500 
or toll-free at 1-800-322-2885

    Votes cast by proxy, including votes cast by telephone or over the internet,
or in person at the Vishay special meeting, will be tabulated and will determine
whether or not a quorum is present. Pursuant to Delaware law, abstentions and   
broker non-votes will be counted for purposes of determining whether a quorum is
present. Because approval of the amendment to Vishay's certificate of           
incorporation increasing the authorized capital stock of Vishay requires the    
vote of a majority of the outstanding shares of Vishay, a broker non-vote or an 
abstention will have the effect of votes against this proposal. Approval of the 
issuance of shares in connection with the merger requires a majority of the     
votes cast. A broker non-vote, which is not regarded as being cast for this     
purpose, will have no effect on the proposal to issue shares of common stock in 
connection with the merger, but an abstention, which is regarded as being cast, 
will have the effect of a vote against this proposal.                           

All properly delivered proxies that are not revoked will be voted at the
special meeting as instructed on those proxies. A stockholder who delivers a    
proxy may revoke it at any time before it is voted by:                          

- delivering a proxy bearing a later date;                              

- subsequently submitting the changed vote by telephone or over the     
internet;                                                           

    - giving written notice of revocation to any of the persons named as proxies
or to General Semiconductor, addressed to the Secretary; or         

- attending the special meeting and voting in person.                   

 The Vishay board of directors is unaware of any other matters that may be
presented for action at the Vishay special meeting. If other matters do properly
come before the meeting, however, it is intended that shares represented by     
proxies will be voted or not voted by the persons named in the proxies in their 
discretion, provided that no proxy that is voted against the proposals will be  
voted in favor of any adjournment or postponement of the Vishay special meeting 
for the purpose of soliciting additional proxies.                               

SOLICITATION OF PROXIES                                                         

Management of Vishay may use the services of its directors, officers and
employees in soliciting proxies. These persons will not receive any additional  
compensation for these services, but will be reimbursed for their out-of-pocket 
expenses. Vishay will reimburse banks, brokers, nominees, custodians and        
fiduciaries for their expenses in forwarding copies of the proxy soliciting     
material to the beneficial owners of the stock held by these persons and in     
requesting authority for the execution of proxies. In addition, Vishay has      
retained MacKenzie Partners, Inc. to assist with the solicitation of proxies for
a fee not to exceed $7,500 plus reimbursement of out-of-pocket expenses. Vishay 
will pay the expenses incurred in connection with the printing and Vishay's     
mailing of this joint proxy statement/prospectus. If the merger is not          
completed, the parties will share equally in the printing expenses.             

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THE MERGER

 This section, together with the following section, describes the material
aspects of the proposed merger, including the merger agreement. These           
discussions are qualified in their entirety by reference to the merger          
agreement, which we have attached as Annex A to this joint proxy                
statement/prospectus, and to the other agreements and documents that are        
discussed in this joint proxy statement/prospectus and that are filed as        
exhibits to the registration statement of which this joint proxy statement/     
prospectus forms a part. YOU SHOULD READ THE MERGER AGREEMENT IN ITS ENTIRETY AS
IT IS THE LEGAL DOCUMENT THAT GOVERNS THE MERGER.                               

BACKGROUND OF THE MERGER                                                        

   Over the last several years, General Semiconductor's board of directors and
management have regularly explored and evaluated General Semiconductor's        
strategic alternatives, in light of the increasing consolidation among          
semiconductor manufacturers. The General Semiconductor board of directors and   
management considered several alternatives, including:                          

- continuing as a stand-alone company while expanding General           
      Semiconductor's size and product line through research and development and
acquisitions;                                                       

  - combining with a similarly sized strategic partner in a merger of equals
transaction; or                                                     

    - entering into a business combination with a significantly larger strategic
partner, in a transaction such as the merger.                       

    In the course of exploring these alternatives, General Semiconductor engaged
in discussions with numerous third parties. Often, as part of these discussions,
General Semiconductor entered into confidentiality and standstill agreements,   
conducted due diligence on third parties and allowed third parties to conduct   
due diligence on General Semiconductor. However, prior to 2001, none of those   
discussions led to significant negotiations or any agreement.                   

 On January 29, 2001, Ronald A. Ostertag, Chairman of the Board, President
and CEO of General Semiconductor, met with Avi D. Eden, Executive Vice President
and Vice Chairman of Vishay. At that meeting, Mr. Eden informed Mr. Ostertag    
that Vishay would be interested in pursuing a business combination transaction  
with General Semiconductor, if General Semiconductor was interested in pursuing 
such a transaction then or in the future. Mr. Ostertag responded that General   
Semiconductor was not interested in pursuing Mr. Eden's proposal at that time.  

On April 2, 2001, Dr. Felix Zandman, Chairman of the Board and Chief    
Executive Officer of Vishay, sent a letter to Mr. Ostertag, which was           
substantially restated in a simultaneous press release issued by Vishay, that   
contained a proposal that Vishay acquire General Semiconductor in a transaction 
in which one newly issued share of Vishay common stock would be exchanged for   
every two outstanding shares of General Semiconductor common stock, representing
an exchange ratio of 0.500. Based on the respective closing prices on the New   
York Stock Exchange of Vishay common stock and General Semiconductor common     
stock on the trading day immediately preceding the press release, Vishay's      
proposal implied a value of $9.51 and would have represented a 2.2% premium over
General Semiconductor's common stock market price as of April 2, 2001. The      
letter stated Vishay's view that a business combination between Vishay and      
General Semiconductor would be beneficial to the stockholders of both companies.
On April 3, 2001, General Semiconductor issued a press release announcing       
receipt of Dr. Zandman's letter.                                                

 On April 4, 2001, General Semiconductor issued a press release announcing
that General Semiconductor's board of directors would consider Vishay's proposal
at the next regularly scheduled meeting of its board of directors on April 18,  
2001 and that General Semiconductor had retained Credit Suisse First Boston to  
act as its financial advisor. Also on April 4, 2001, Mr. Ostertag sent          

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Dr. Zandman a letter indicating that the General Semiconductor board of         
directors would consider the Vishay proposal at its April 18, 2001 meeting and  
that General Semiconductor would advise Vishay of its response to the Vishay    
proposal after that meeting.                                                    

During the period from April 4, 2001 until April 18, 2001, management of
General Semiconductor and Credit Suisse First Boston contacted a number of third
parties and responded to inquiries from additional third parties with respect to
a possible transaction with General Semiconductor. General Semiconductor        
continued to enter into mutual customary confidentiality and standstill         
agreements with third parties that expressed an interest in such a transaction. 
At the same time, representatives of General Semiconductor contacted, and       
responded to inquiries from, several of General Semiconductor's stockholders    
regarding the Vishay proposal.                                                  

On April 18, 2001, General Semiconductor's board of directors held its  
regularly scheduled meeting at which representatives of General Semiconductor's 
financial advisor, Credit Suisse First Boston, and legal advisor, Fried, Frank, 
Harris, Shriver & Jacobson, were present. General Semiconductor's senior        
management, financial advisor and legal advisor made various presentations      
concerning Vishay's proposal and the status of other strategic alternatives     
available to General Semiconductor. After discussion, the General Semiconductor 
board of directors unanimously determined that Vishay's proposal was not in the 
best interests of General Semiconductor, its stockholders, employees and other  
constituencies. Following the meeting, Mr. Ostertag sent a letter to            
Dr. Zandman, advising him of this determination by the General Semiconductor    
board of directors. Later that day, General Semiconductor issued a press        
release, including Mr. Ostertag's letter to Dr. Zandman, rejecting the Vishay   
proposal. The board authorized management to continue to review other strategic 
alternatives available to General Semiconductor. Thereafter, management, with   
the assistance of Credit Suisse First Boston, continued discussions with        
interested third parties and, at the same time, management continued to review  
ways to improve General Semiconductor's performance as an independent company.  

  On April 24, 2001, Dr. Zandman sent General Semiconductor's board a letter
restating the April 2, 2001 proposal on the same terms and repeating Vishay's   
view that the proposed transaction was in the best interests of General         
Semiconductor and its stockholders.                                             

   On April 25, 2001, Siliconix incorporated, a publicly traded company, 80.4%
of which is owned by Vishay, filed a patent infringement lawsuit against General
Semiconductor in the United States District Court for the Northern District of  
California. The Siliconix lawsuit alleged that several of General               
Semiconductor's products infringe on two patents held by Siliconix related to   
power MOSFET products and sought injunctive relief and unspecified damages.     

On April 25, 2001, after discussions with the members of the General    
Semiconductor board of directors, Mr. Ostertag sent Dr. Zandman a letter        
reiterating General Semiconductor's rejection of Vishay's offer and stating     
General Semiconductor's view that the Siliconix lawsuit was disruptive and      
coercive in light of the Vishay proposal.                                       

  In late April, 2001, Mr. Eden telephoned Mr. Ostertag to request a meeting
to discuss Vishay's desire to complete a business combination with General      
Semiconductor. In the following days, representatives of Credit Suisse First    
Boston had several telephone conversations with Mr. Eden.                       

On May 4, 2001, representatives of Credit Suisse First Boston met with  
Mr. Eden. During this meeting, Mr. Eden reiterated Vishay's interest in a       
business combination with General Semiconductor and outlined several possible   
structures for a potential business combination between Vishay and General      
Semiconductor. Mr. Eden indicated Vishay's desire to commence negotiations and, 
in connection therewith, to perform a due diligence investigation of General    
Semiconductor's business. Representatives of Credit Suisse First Boston reported
the results of the meeting to senior management                                 

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of General Semiconductor and its legal advisor. Mr. Ostertag reported the       
substance of this meeting informally to the members of the General Semiconductor
board of directors.                                                             

On May 11, 2001, General Semiconductor's board of directors, other than 
Professor Gerald T. Wrixon who was unable to attend, held a special telephonic  
meeting at which senior management and General Semiconductor's financial and    
legal advisors informed the directors of the substance of the May 4, 2001       
meeting and reviewed potential responses to Vishay's request to begin a due     
diligence investigation of General Semiconductor's business. At this meeting,   
the General Semiconductor board of directors also discussed the status of the   
Siliconix lawsuit. After discussion, the board directed management to proceed   
with discussions with interested third parties who had signed confidentiality   
and standstill agreements and to endeavor to obtain a confidentiality and       
standstill agreement with Vishay.                                               

 During the next several weeks, Mr. Ostertag and representatives of Credit
Suisse First Boston continued discussions with one of the companies who had     
expressed a serious interest in a business combination transaction and with     
Mr. Eden. In addition, General Semiconductor's counsel, Fried, Frank, Harris,   
Shriver & Jacobson, had discussions with Vishay's counsel, Kramer Levin         
Naftalis & Frankel LLP, regarding the basis of a possible confidentiality and   
standstill agreement between the parties.                                       

On May 24, 2001, at a regularly scheduled meeting of Vishay's board of  
directors, Vishay's management reviewed with the board the contacts between     
Vishay and General Semiconductor and between Vishay and General Semiconductor's 
financial advisor. Management discussed with the board the business of General  
Semiconductor and the benefits to Vishay and its stockholders of a business     
combination with General Semiconductor, particularly in light of Vishay's       
strategy of expanding its active component business. Management also explained  
the need to authorize additional capital stock for Vishay in order to provide   
Vishay with the flexibility to pursue acquisitions, such as the then proposed   
exchange offer for the minority-held shares of Vishay's Siliconix subsidiary and
the proposed business combination with General Semiconductor, and for other     
corporate purposes. Following discussion, the Vishay board approved the         
acquisition of General Semiconductor and authorized management to continue to   
pursue the acquisition, to enter into an agreement with General Semiconductor at
the appropriate time on customary terms and to take other actions necessary to  
effect the acquisition. The board authorized payment of consideration in the    
transaction consisting of either cash or stock up to a specified value per share
of General Semiconductor common stock that was consistent with the value agreed 
to by the parties in the merger agreement. The Vishay board also approved an    
amendment to the Vishay certificate of incorporation that would double Vishay's 
authorized common stock and Class B common stock and recommended that the       
amendment be approved by Vishay's stockholders.                                 

   On June 11, 2001, Mr. Ostertag and Mr. Eden had a telephone conversation in
which Mr. Eden expressed Vishay's continued interest in a business combination  
with General Semiconductor and Vishay's desire to begin a due diligence         
investigation of General Semiconductor's business.                              

On July 2, 2001, General Semiconductor filed an answer to the Siliconix 
lawsuit denying all the allegations made by Siliconix and asserting             
counterclaims.                                                                  

On July 3, 2001, the company that had previously expressed a serious    
interest in a business combination with General Semiconductor expressed further 
interest in such a business combination and its desire to move the transaction  
forward quickly. Credit Suisse First Boston had a telephone conversation with   
this company's financial advisor. Through its financial advisor, this company   
indicated to Credit Suisse First Boston a preliminary range of consideration it 
might be willing to offer General Semiconductor's stockholders in such a        
transaction.                                                                    

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This discussion was followed by delivery of a nonbinding proposal for a 
transaction, which set forth the previously indicated range of consideration.   
Mr. Ostertag discussed the company's proposal with members of the board of      
directors and its legal and financial advisors and, afterwards, instructed      
Credit Suisse First Boston to inform the company's financial advisor that the   
proposed range of consideration was too low.                                    

  During the period from July 3, 2001 through July 20, 2001, representatives
of Credit Suisse First Boston and Mr. Ostertag had several conversations with   
the financial advisors from that company and the chief executive officer of that
company regarding the terms of its proposal.                                    

    On July 20, 2001, Mr. Eden telephoned Mr. Ostertag to again express Vishay's
strong interest in a business combination with General Semiconductor and desire 
to move quickly to negotiate a transaction.                                     

On July 23, 2001, Mr. Ostertag met with Mr. Eden to discuss further a   
potential business combination between Vishay and General Semiconductor. At this
meeting, Mr. Ostertag restated General Semiconductor's position that the        
economics of Vishay's April 2, 2001 proposal did not provide adequate           
consideration for General Semiconductor stockholders. Mr. Eden stated that      
Vishay would be willing to increase the amount of Vishay common stock to be     
exchanged for each share of General Semiconductor common stock in the           
transaction.                                                                    

 On July 25, 2001, counsel to Vishay, provided a draft merger agreement to
General Semiconductor and its counsel.                                          

   Beginning on July 27, 2001, after entering into a customary confidentiality
agreement with Vishay, members of General Semiconductor's management,           
representatives of Credit Suisse First Boston and attorneys from Fried, Frank,  
Harris, Shriver & Jacobson initiated a due diligence investigation of Vishay and
its financial performance, outlook and business, including an evaluation of     
various tax, employee benefits, environmental, litigation and other matters     
related to Vishay. During the period beginning on July 27, 2001 and continuing  
through July 31, 2001, General Semiconductor, Vishay and their respective legal 
advisors negotiated the terms of the merger agreement and the voting agreements.

  On July 27, 2001, Mr. Ostertag had a telephone conversation with the chief
executive officer of the company that had previously delivered a proposal for a 
business combination transaction. Mr. Ostertag explained that the board was     
currently considering strategic alternatives before it in light of its fiduciary
responsibilities. Mr. Ostertag then reiterated his earlier inquiries to the     
chief executive officer as to whether the chief executive officer's company had 
flexibility to improve the exchange ratio contained in its proposal. The chief  
executive officer indicated that he would discuss the matter with his board of  
directors. Later that day, the chief executive officer called Mr. Ostertag back 
and informed him that, after discussion with the company's board of directors,  
he had some flexibility to move towards the higher end of the previously        
indicated range, but that the company was not prepared to increase its offer.   

On July 30, 2001, after Vishay entered into a customary confidentiality 
agreement with General Semiconductor, members of Vishay management and lawyers  
from Kramer Levin Naftalis & Frankel conducted a due diligence review of certain
information concerning General Semiconductor.                                   

  On July 31, 2001, General Semiconductor's board of directors met to review
the terms of the merger agreement and the voting agreements. During this        
meeting, Mr. Ostertag and attorneys from Fried, Frank, Harris, Shriver &        
Jacobson involved in the transaction negotiations outlined the principal terms  
and conditions of the merger agreement, the voting agreements and the related   
documents. In addition, attorneys from Fried, Frank, Harris, Shriver & Jacobson 
reviewed with the board its fiduciary duties applicable to considering a        
proposal such as the merger. Representatives of Credit Suisse First Boston made 
a presentation that included the delivery of an oral fairness opinion,          
subsequently                                                                    

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confirmed in writing, to the effect that, as of July 31, 2001 and subject to the
assumptions, qualifications and limitations set forth in that opinion, the      
exchange ratio in the merger agreement was fair to holders of General           
Semiconductor common stock, from a financial point of view.                     

    At its July 31, 2001 meeting the board of directors of General Semiconductor
unanimously:                                                                    

- determined that the terms and conditions of the merger, the merger    
     agreement and the other transactions contemplated by the merger agreement
  are fair to and in the best interests of General Semiconductor and its
stockholders;                                                       

  - voted to approve the merger agreement, the voting agreements, the merger
and the other transactions contemplated thereby and to amend General
   Semiconductor's stockholder rights agreement to provide that the merger
would not trigger the rights issued under that agreement; and       

   - recommended that the General Semiconductor stockholders approve and adopt
the merger agreement.                                               

   Later on July 31, 2001, representatives of Vishay and General Semiconductor
executed and delivered the merger agreement. In addition, on July 31, 2001,     
General Semiconductor entered into voting agreements with each of Dr. Zandman   
and Mrs. Luella B. Slaner and entered into an amendment to the rights agreement 
with the rights agent. Vishay and General Semiconductor issued a joint press    
release announcing the merger prior to the commencement of trading on the New   
York Stock Exchange on the morning of August 1, 2001.                           

RECOMMENDATION OF THE BOARD OF DIRECTORS OF GENERAL SEMICONDUCTOR; REASONS OF   
GENERAL SEMICONDUCTOR FOR THE MERGER                                            

    General Semiconductor's board of directors, at its meeting on July 31, 2001,
unanimously approved the merger agreement and the merger as fair to and in the  
best interests of General Semiconductor and its stockholders and unanimously    
recommended that General Semiconductor stockholders vote FOR the approval and   
adoption of the merger agreement.                                               

   In making its decision, the board of directors consulted with its legal and
financial advisors and considered a number of factors, including the following  
principal factors that were material to its decision:                           

   - the merger would provide General Semiconductor stockholders approximately
      a 19% premium for their shares of General Semiconductor common stock based
  on the closing prices of Vishay common stock and General Semiconductor
     common stock on July 30, 2001, the last trading day before the day of the
board meeting;                                                      

  - the exchange ratio of 0.563 represents a 12.6% increase in the number of
   Vishay shares to be received by holders of General Semiconductor common
  stock from Vishay's April 2, 2001 proposed exchange ratio of 0.500 and
      resulted in an increase, as compared to the April 2, 2001 proposal, in the
    implied dollar value of the consideration to be received of 40.1%, based
  on the closing prices of Vishay common stock and General Semiconductor
common stock on April 2, 2001 and July 30, 2001;                    

 - the presentation of Credit Suisse First Boston and its opinion that the
  exchange ratio provided in the merger agreement was fair to holders of
  General Semiconductor common stock from a financial point of view; the
 written opinion is attached as Annex B to this joint proxy statement/
prospectus;                                                         

    - General Semiconductor's outlook for its operating performance through 2002
and the current downturn in the semiconductor industry;             

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- management's belief that larger, stronger capitalized semiconductor   
  manufacturers are better situated to operate in cyclical downturns and
that General Semiconductor, as a stand-alone company, would be at a 
relative disadvantage;                                              

  - the various alternatives to the merger, including remaining independent,
and the risks associated with those alternatives;                   

   - that General Semiconductor stockholders would receive Vishay common stock
    and therefore would have the opportunity to share in any increase in the
     value of General Semiconductor and Vishay through the ownership of Vishay
stock; in this regard, the board of directors considered:           

  - that the merger would be accretive to the earnings of Vishay and yield
significant operational synergies and cost savings;               

- that General Semiconductor would benefit from being part of a larger
       enterprise and, in particular, from Vishay's strong balance sheet, giving
   General Semiconductor an enhanced ability to invest in and expand its
existing businesses, particularly the MOSFET area, and to pursue  
strategic acquisitions;                                           

    - the combined company's potential to serve as a platform for growth, both
      internally and through acquisition, in the semiconductor component area;
and                                                               

  - that the complementary nature of the two companies' products will give
     the combined company an expanded range of discrete electronic component
       and power management products, thus allowing the combined company to meet
a broader range of customer needs;                                

 - that Ronald A. Ostertag, General Semiconductor's Chairman and CEO, will
join Vishay's board of directors;                                   

- the terms of the merger agreement, including:                         

 - General Semiconductor's ability, under certain conditions, to provide
information to and negotiate with a third party that has made an  
     unsolicited acquisition proposal that the board of directors determines
is superior to the merger; and                                    

    - General Semiconductor's ability to terminate the merger agreement if the
    General Semiconductor board were presented with a superior offer, upon
the payment of a termination fee of $22.5 million to Vishay, plus 
       reimbursement of Vishay's expenses incurred in connection with the merger
agreement up to an additional $1 million;                         

   - that Vishay stockholders controlling approximately 54% of the outstanding
  voting power of Vishay capital stock agreed to cast all their votes in
favor of the proposals facilitating the merger at the Vishay special
stockholders meeting;                                               

 - the likelihood of completing the merger, including Vishay's and General
   Semiconductor's ability to obtain the necessary governmental approvals;
and                                                                 

   - that the merger would be a tax-free reorganization for federal income tax
purposes.                                                           

The board of directors also considered a variety of risks and other     
potentially negative factors concerning the merger. These included the          
following:                                                                      

- the risk that the merger may not be completed;                        

- that approximately 54% of the voting power of Vishay common stock, and
thus election of directors and other corporate decisions requiring a
stockholder vote, is controlled by two stockholders and that, upon  
    completion of the merger, these two stockholders will still control over
50% of the voting power of the combined company;                    

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- the risks associated with integrating the operations of General       
    Semiconductor with the existing operations of Vishay, including the risk
that the combined company may not realize the cost savings and other
benefits expected from the merger; and                              

    - that the termination fee that would be payable in various circumstances by
      General Semiconductor may have the effect of discouraging competing offers
     to acquire General Semiconductor, although the board of directors did not
believe that any competing offers would be forthcoming.             

The General Semiconductor board of directors also considered in its     
deliberations concerning the merger the interests of officers of General        
Semiconductor (including one who is a director) in the merger, as described     
under "Interests of Certain Persons in the Merger" beginning on page 45, the    
effects of the merger on General Semiconductor's employees and other            
constituencies, and the terms of the merger agreement relating to these matters.

The above factors are not intended to be exhaustive but are intended to 
include all material factors considered by General Semiconductor's board of     
directors. In reaching its decision to approve the merger agreement and the     
merger, and to recommend that General Semiconductor stockholders vote to adopt  
and approve the merger agreement, the General Semiconductor board of directors  
did not view any single factor as determinative and did not find it necessary or
practicable to assign any relative or specific weights to the various factors   
considered. Furthermore, individual directors may have given different weights  
to different factors.                                                           

  See "Background of the Merger" beginning on page 29, "Opinion of Financial
Advisor to General Semiconductor" below, "Interests of Certain Persons in the   
Merger" beginning on page 45, "Material United States Federal Income Tax        
Consequences" beginning on page 47 and "Unaudited Comparative Per Share Data" on
page 21.                                                                        

OPINION OF FINANCIAL ADVISOR TO GENERAL SEMICONDUCTOR                           

 Credit Suisse First Boston has acted as General Semiconductor's financial
advisor in connection with the merger. General Semiconductor selected Credit    
Suisse First Boston as its financial advisor based on Credit Suisse First       
Boston's experience, expertise and reputation. Credit Suisse First Boston is an 
internationally recognized investment banking firm and is regularly engaged in  
the valuation of businesses and securities in connection with mergers and       
acquisitions, leveraged buyouts, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements   
and valuations for corporate and other purposes.                                

In connection with Credit Suisse First Boston's engagement, General     
Semiconductor requested that Credit Suisse First Boston evaluate the fairness,  
from a financial point of view, to the holders of General Semiconductor common  
stock of the exchange ratio provided for in the merger agreement. On July 31,   
2001, at a meeting of General Semiconductor's board of directors, Credit Suisse 
First Boston rendered to the General Semiconductor board an oral opinion, which 
opinion was subsequently confirmed by delivery of a written opinion dated       
July 31, 2001, the date of the merger agreement, to the effect that, as of that 
date and based on and subject to the matters described in its opinion, the      
exchange ratio provided for in the merger agreement was fair to the holders of  
General Semiconductor common stock from a financial point of view.              

    THE FULL TEXT OF CREDIT SUISSE FIRST BOSTON'S OPINION DATED JULY 31, 2001 TO
THE GENERAL SEMICONDUCTOR BOARD OF DIRECTORS, WHICH SETS FORTH, AMONG OTHER     
THINGS, THE PROCEDURES FOLLOWED, ASSUMPTIONS MADE, MATTERS CONSIDERED AND       
LIMITATIONS ON THE REVIEW UNDERTAKEN, IS ATTACHED HERE AS ANNEX B AND IS        
INCORPORATED INTO THIS JOINT PROXY STATEMENT/PROSPECTUS BY REFERENCE. HOLDERS OF
GENERAL SEMICONDUCTOR COMMON STOCK ARE URGED TO READ THIS OPINION CAREFULLY AND 
IN ITS ENTIRETY. CREDIT SUISSE FIRST BOSTON'S OPINION IS ADDRESSED TO THE       
GENERAL SEMICONDUCTOR BOARD OF DIRECTORS AND                                    

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RELATES ONLY TO THE FAIRNESS TO THE HOLDERS OF GENERAL SEMICONDUCTOR COMMON     
STOCK OF THE EXCHANGE RATIO FROM A FINANCIAL POINT OF VIEW. CREDIT SUISSE FIRST 
BOSTON'S OPINION DOES NOT ADDRESS ANY OTHER ASPECT OF THE PROPOSED MERGER OR ANY
RELATED TRANSACTION AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER 
AS TO ANY MATTER RELATING TO THE MERGER. THE SUMMARY OF THE CREDIT SUISSE FIRST 
BOSTON OPINION IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS QUALIFIED IN ITS     
ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION.                          

In arriving at its opinion, Credit Suisse First Boston reviewed certain 
publicly available business and financial information relating to General       
Semiconductor and Vishay, as well as the merger agreement and certain related   
documents. Credit Suisse First Boston also reviewed certain other information,  
including financial forecasts, provided to or discussed with Credit Suisse First
Boston by General Semiconductor and Vishay, and discussed the business and      
prospects of General Semiconductor and Vishay with management of General        
Semiconductor and Vishay. Credit Suisse First Boston also considered certain    
financial and stock market data of General Semiconductor and Vishay, and        
compared those data with similar data for other publicly held companies in      
businesses that Credit Suisse First Boston considered similar to General        
Semiconductor and Vishay. Credit Suisse First Boston also reviewed, to the      
extent publicly available, the financial terms of certain other business        
combinations and other transactions which have recently been effected. Credit   
Suisse First Boston also considered such other information, financial studies,  
analyses and investigations and financial, economic and market criteria which   
Credit Suisse First Boston deemed relevant.                                     

    In connection with its review, Credit Suisse First Boston did not assume any
responsibility for independent verification of any of the foregoing information 
and relied on such information being complete and accurate in all material      
respects. With respect to the financial forecasts, Credit Suisse First Boston   
was advised and it assumed, that such forecasts were reasonably prepared on     
bases reflecting the best currently available estimates and judgments of General
Semiconductor's and Vishay's managements as to the future financial performance 
of General Semiconductor and Vishay and as to the potential synergies, including
the amount, timing and achievability thereof, anticipated to result from the    
merger. General Semiconductor also advised Credit Suisse First Boston, and      
Credit Suisse First Boston has assumed, that the merger will be treated as a    
tax-free reorganization for United States federal income tax purposes. With the 
consent of General Semiconductor, Credit Suisse First Boston assumed that in the
course of obtaining the necessary regulatory and third party approvals and      
consents for the merger, no delay, limitation, restriction or condition will be 
imposed that will have a material adverse effect on the anticipated benefits of 
the merger and that the merger will be completed in accordance with the terms of
the merger agreement, without waiver, amendment or modification of any material 
term, condition or agreement. Credit Suisse First Boston was not requested to   
make, and did not make, an independent evaluation or appraisal of the assets or 
liabilities (contingent or otherwise) of General Semiconductor or Vishay, nor   
was it furnished with any such evaluations or appraisals. Credit Suisse First   
Boston's opinion is necessarily based upon information available to it, and     
financial, economic, market and other conditions as they existed and could be   
evaluated on the date of its opinion. Credit Suisse First Boston's opinion does 
not address the relative merits of the merger as compared to other transactions 
or business strategies that might be available to General Semiconductor, nor    
does it address the underlying business decision of General Semiconductor to    
engage in the merger. Credit Suisse First Boston did not express any opinion as 
to the actual value of Vishay common stock when and if issued to General        
Semiconductor's stockholders pursuant to the merger or the prices at which      
Vishay common stock will trade at any time.                                     

 In preparing its opinion to the General Semiconductor board of directors,
Credit Suisse First Boston performed a variety of financial and comparative     
analyses including those described below. The summary of Credit Suisse First    
Boston's analyses described below is not a complete description of the analyses 
underlying its opinion. The preparation of a fairness opinion is a complex      
analytical process involving various determinations as to the most appropriate  
and relevant methods of financial analysis                                      

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and the application of those methods to the particular circumstances and,       
therefore, a fairness opinion is not readily susceptible to partial analysis or 
summary description. In arriving at its opinion, Credit Suisse First Boston made
qualitative judgments as to the significance and relevance of each analysis and 
factor that it considered. Accordingly, Credit Suisse First Boston believes that
its analyses must be considered as a whole and that selecting portions of its   
analyses and factors or focusing on information presented in tabular format,    
without considering all analyses and factors or the narrative description of the
analyses, could create a misleading or incomplete view of the processes         
underlying its analyses and opinion.                                            

    In its analyses, Credit Suisse First Boston considered industry performance,
regulatory, general business, economic, market and financial conditions and     
other matters, many of which are beyond the control of General Semiconductor and
Vishay. No company, transaction or business used in Credit Suisse First Boston's
analyses as a comparison is identical to General Semiconductor and Vishay or the
proposed merger, and an evaluation of the results of those analyses is not      
entirely mathematical. Rather, the analyses involve complex considerations and  
judgments concerning financial and operating characteristics and other factors  
that could affect the acquisition, public trading or other values of the        
companies, business segments or transactions being analyzed.                    

The estimates contained in Credit Suisse First Boston's analyses and the
ranges of valuations resulting from any particular analysis are not necessarily 
indicative of actual values or predictive of future results or values, which may
be significantly more or less favorable than those suggested by the analyses. In
addition, analyses relating to the value of businesses or securities do not     
purport to be appraisals or to reflect the prices at which businesses or        
securities actually may be sold. Accordingly, Credit Suisse First Boston's      
analyses and estimates are inherently subject to substantial uncertainty.       

    Credit Suisse First Boston's opinion and financial analyses were only one of
many factors considered by the General Semiconductor board of directors in its  
evaluation of the proposed merger and should not be viewed as determinative of  
the views of the General Semiconductor board of directors or management with    
respect to the merger or the exchange ratio.                                    

Although Credit Suisse First Boston evaluated the exchange ratio in the 
merger agreement from a financial point of view, Credit Suisse First Boston was 
not requested to, and did not, recommend the specific consideration payable in  
the merger, which consideration was determined between Vishay and General       
Semiconductor.                                                                  

The following is a summary of the material financial analyses underlying
Credit Suisse First Boston's opinion dated July 31, 2001 delivered to the       
General Semiconductor board of directors in connection with the merger.         

The financial analyses summarized below include information presented in
tabular format. In order to fully understand Credit Suisse First Boston's       
financial analyses, the tables must be read together with the text of each      
summary. The tables alone do not constitute a complete description of the       
financial analyses. Considering the data in the tables below without considering
the full narrative description of the financial analyses, including the         
methodologies and assumptions underlying the analyses, could create a misleading
or incomplete view of Credit Suisse First Boston's financial analyses.          

For this summary of Credit Suisse First Boston's fairness opinion, the  
abbreviation LTM means the last twelve months, the abbreviation EBIT means      
earnings before interest and taxes, the abbreviation EBITDA means earnings      
before interest, taxes, depreciation and amortization and the abbreviation EPS  
means earnings per share.                                                       

  Credit Suisse First Boston's approach was to value each company separately
using relevant valuation technique, arrive at a reference range for each company
and then determine an exchange ratio range against which it compared the        
proposed exchange ratio.                                                        

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VALUATION OF GENERAL SEMICONDUCTOR.  Credit Suisse First Boston used the
following valuation analyses in deriving values of General Semiconductor common 
stock:                                                                          

- Selected Comparable Public Companies Analysis,                        

- Comparable Transactions Analysis;                                     

- Discounted Cash Flow Analysis; and                                    

- Future Discounted Stock Price Analysis.                               

  SELECTED COMPARABLE PUBLIC COMPANIES ANALYSIS.  Credit Suisse First Boston
compared financial, operating and stock market data of General Semiconductor to 
corresponding data of the following publicly traded companies in the            
semiconductor industry:                                                         

- Fairchild Semiconductor Corporation;                                  

- International Rectifier Corporation;                                  

- IXYS Corporation; and                                                 

- ON Semiconductor Corporation.                                         

Credit Suisse First Boston's analysis involved a review of the following
financial data (LTM preceding June 30, 2001) for the comparable companies:      

- LTM sales;                                                            

- LTM EBITDA;                                                           

- LTM EBIT;                                                             

- estimated EBITDA for 2001 and 2002;                                   

- LTM EPS; and                                                          

- estimated EPS for 2001 and 2002.                                      

 Estimated 2001 EPS and estimated 2002 EPS of the comparable semiconductor
companies were as reported by First Call. Estimated EBITDA for 2001 and 2002    
were from Wall Street research. Credit Suisse First Boston's analysis suggested 
the following reference ranges for the selected multiples:                      

                                                                [Download Table]

                                                                    SELECTED        
                                                                COMPARABLE PUBLIC   
                                                                    COMPANIES       
                                                                 REFERENCE RANGE    
                                                             -----------------------
VALUATION PARAMETER                                            LOW            HIGH  
-------------------                                          --------       --------
                                                                                    
LTM Sales...................................................   1.4x           1.8x  
LTM EBITDA..................................................   7.0x           8.0x  
LTM EBIT....................................................  11.0x          13.0x  
2001 Estimated EBITDA.......................................  10.0x          12.0x  
2002 Estimated EBITDA.......................................   8.0x          10.0x  
LTM EPS.....................................................  13.0x          15.0x  
2001 Estimated EPS..........................................  26.0x          30.0x  
2002 Estimated EPS..........................................  18.0x          22.0x  

Applying the indicated reference ranges of the selected multiples to    
corresponding estimated financial data of General Semiconductor provided by     
General Semiconductor's management indicated an implied valuation range for     
General Semiconductor common stock of $9.50 to $12.00 per share.                

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COMPARABLE TRANSACTIONS ANALYSIS.  Credit Suisse First Boston analyzed  
publicly available information on selected announced corporate transactions in  
the semiconductor industry. Below are the comparable transactions:              

- Vishay/Siliconix (expired July 2001);                                 

- Vishay/Siliconix (revised May 2001);                                  

- Vishay/Siliconix (February 2001);                                     

  - Intersil Corporation/Fairchild Semiconductor Corporation (January 2001);

- Intersil Corporation/Citicorp Venture Capital (June 1999);            

- ON Semiconductor Corporation/Texas Pacific Group (May 1999);          

- Power Device Division (Samsung)/Fairchild Semiconductor Corporation   
(December 1998);                                                    

- Mitel Corporation/GEC Plessey (January 1998);                         

- TEMIC Semiconductor/Vishay (December 1997); and                       

- Fairchild Semiconductor Corporation/Citicorp Venture Capital          
(January 1997).                                                     

In examining these transactions, Credit Suisse First Boston compared the
enterprise value of the acquired company, calculated as the value of            
fully-diluted common equity plus net debt, implied by each of these             
transactions, other than the proposed Vishay/Siliconix transactions, as a       
multiple of the following financial data:                                       

- LTM sales;                                                            

- LTM EBITDA; and                                                       

- LTM EBIT.                                                             

Credit Suisse First Boston's analysis suggested the following reference 
ranges for the selected multiples:                                              

                                                                [Download Table]

                                                                   COMPARABLE       
                                                                  TRANSACTIONS      
                                                                 REFERENCE RANGE    
                                                             -----------------------
VALUATION PARAMETER                                            LOW            HIGH  
-------------------                                          --------       --------
                                                                                    
LTM Sales...................................................   1.0x           1.7x  
LTM EBITDA..................................................   5.3x           6.3x  
LTM EBIT....................................................  10.8x          18.0x  

  Credit Suisse First Boston's analysis indicated an implied valuation range
for General Semiconductor common stock of $8.00 to $14.00 per share.            

    DISCOUNTED CASH FLOW ANALYSIS.  Credit Suisse First Boston calculated, based
upon projections and assumptions contained in the financial forecasts provided  
by General Semiconductor's management, the present value of the stand-alone,    
unlevered, after-tax free cash flows of General Semiconductor for the period    
commencing June 30, 2001 and ending December 31, 2005. The discounted unlevered,
after-tax free cash flow was calculated using discount rates ranging from 13.5% 
to 16.5%, based on a weighted average cost of capital analysis of General       
Semiconductor, and terminal multiples of estimated EBITDA for General           
Semiconductor's fiscal year ending December 31, 2005 ranging from 5.0x to 7.0x. 
This analysis indicated an implied valuation range for General Semiconductor    
common stock of $8.50 to $14.25 per share.                                      

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FUTURE DISCOUNTED STOCK PRICE ANALYSIS.  Credit Suisse First Boston     
calculated the present value of the hypothetical end-of-year future share prices
of General Semiconductor common stock for the years ending December 31, 2001    
through 2004 using equity discount rates of 16.0% and 22.0%, based upon an      
equity cost of capital analysis of General Semiconductor, with forward PE       
multiples ranging from 14.0x to 18.0x. This analysis indicated an implied       
valuation range for General Semiconductor common stock of $8.50 to $13.50 per   
share.                                                                          

    Based on the results of these valuation analyses, Credit Suisse First Boston
derived a reference range for the implied value of General Semiconductor common 
stock of $9.00 to $13.00 per share.                                             

VALUATION OF VISHAY.  Credit Suisse First Boston used the following     
valuation analyses in deriving values of Vishay common stock:                   

- Selected Comparable Public Companies Analysis;                        

- Discounted Cash Flow Analysis; and                                    

- Future Discounted Stock Price Analysis.                               

  SELECTED COMPARABLE PUBLIC COMPANIES ANALYSIS.  Credit Suisse First Boston
compared financial, operating and stock market data of Vishay to corresponding  
data of the following publicly traded companies in the semiconductor industry:  

- AVX Corporation;                                                      

- KEMET Corporation; and                                                

- Technitrol, Inc.                                                      

Credit Suisse First Boston's analysis involved a review of the following
financial data (LTM preceding March 31, 2001) for the comparable companies:     

- LTM sales;                                                            

- LTM EBITDA;                                                           

- LTM EBIT;                                                             

- estimated EBITDA for 2001 and 2002;                                   

- LTM EPS; and                                                          

- estimated EPS for 2001 and 2002.                                      

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 Estimated 2001 EPS and estimated 2002 EPS of the comparable semiconductor
companies were as reported by First Call. Estimated EBITDA for 2001 and 2002    
were from Wall Street research. Credit Suisse First Boston's analysis suggested 
the following reference ranges for the selected multiples:                      

                                                                [Download Table]

                                                                    SELECTED        
                                                                COMPARABLE PUBLIC   
                                                                    COMPANIES       
                                                                 REFERENCE RANGE    
                                                             -----------------------
VALUATION PARAMETER                                            LOW            HIGH  
-------------------                                          --------       --------
                                                                                    
LTM Sales...................................................   1.2x           1.5x  
LTM EBITDA..................................................   3.5x           5.5x  
LTM EBIT....................................................   4.5x           7.5x  
2001 Estimated EBITDA.......................................   8.0x           9.0x  
2002 Estimated EBITDA.......................................   9.0x          10.0x  
LTM EPS.....................................................   6.0x           9.0x  
2001 Estimated EPS..........................................  18.0x          24.0x  
2002 Estimated EPS..........................................  16.0x          20.0x  

Applying the indicated reference ranges of the selected multiples to    
corresponding estimated financial data of Vishay provided by Vishay's management
indicated an implied valuation range for Vishay common stock of $22.00 to $27.00
per share.                                                                      

    DISCOUNTED CASH FLOW ANALYSIS.  Credit Suisse First Boston calculated, based
upon projections and assumptions contained in the financial forecasts provided  
by Vishay's management, the present value of the stand-alone, unlevered,        
after-tax free cash flows of Vishay for the period commencing June 30, 2001, and
ending December 31, 2003. The discounted, unlevered, after-tax free cash flow   
was calculated using discount rates ranging from 13.5% to 15.5%, based on a     
weighted average cost of capital analysis of Vishay, and terminal multiples of  
estimated EBITDA for Vishay's fiscal year ending December 31, 2003 ranging from 
6.0x to 8.0x. This analysis indicated an implied valuation range for Vishay     
common stock of $17.00 to $23.00 per share.                                     

FUTURE DISCOUNTED STOCK PRICE ANALYSIS.  Credit Suisse First Boston     
calculated the present value of the hypothetical end-of-year future share prices
of Vishay common stock for the years ending December 31, 2001 through 2003 using
equity discount rates of 14.5% and 17.0%, based upon an equity cost of capital  
analysis of Vishay, with forward PE multiples ranging from 15.0x to 20.0x. This 
analysis indicated an implied valuation range for Vishay common stock of $16.50 
to $22.00 per share.                                                            

    Based on the results of these valuation analyses, Credit Suisse First Boston
derived a reference range for the implied value of Vishay common stock of $19.00
to $24.00 per share.                                                            

In arriving at its opinion as to the fairness, from a financial point of
view, to the holders of General Semiconductor common stock of the exchange ratio
provided for in the merger agreement, Credit Suisse First Boston used the       
derived reference ranges of General Semiconductor common stock and Vishay common
stock and calculated a range of implied exchange ratios from 0.375x to 0.684x   
and compared this range to the proposed exchange ratio of 0.563 contained in the
merger agreement. Credit Suisse First Boston also considered the other factors  
described below.                                                                

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   ADDITIONAL ANALYSES.  In the course of preparing its opinion, Credit Suisse
First Boston also considered the following information and data in addition to  
the valuation analyses described above:                                         

- Historical Exchange Ratio Analysis;                                   

- Premiums Paid Analysis;                                               

- Contribution Analysis; and                                            

- Pro Forma Combined Company Analysis.                                  

    HISTORICAL EXCHANGE RATIO ANALYSIS.  Credit Suisse First Boston compared the
average daily closing stock prices for General Semiconductor and Vishay for the 
one-month, two-month, three-month, four-month, six-month and one-year periods   
ending July 27, 2001. This comparison yielded an implied exchange ratio         
reference range of 0.420 to 0.485 as indicated in the following table as        
compared to an exchange ratio in the merger agreement of 0.563.                 

                                                                [Download Table]

                    PERIOD IMPLIED EXCHANGE RATIO                   
                    -----------------------------                   
                                                                    
One month...................................................   0.420
Two months..................................................   0.465
Three months................................................   0.474
Four months.................................................   0.482
Six months..................................................   0.485
One year....................................................   0.443

 PREMIUMS PAID ANALYSIS.  Credit Suisse First Boston reviewed the premiums
paid in 60 stock acquisitions with values between $500 million and $1 billion   
over the last two years. Credit Suisse First Boston calculated the median and   
the average premiums paid in these transactions based on the closing stock      
prices of the target company one week and one month prior to the public         
announcement of the relevant transaction. This analysis indicated an implied    
valuation range for General Semiconductor common stock of $12.50 to $14.25 per  
share as compared to an implied offer price of $13.31 per share based on the    
exchange ratio contained in the merger agreement and the closing price of Vishay
common stock on July 27, 2001 of $23.65.                                        

    CONTRIBUTION ANALYSIS.  Credit Suisse First Boston analyzed the relative pro
forma contributions of General Semiconductor and Vishay to the cash net income, 
diluted cash net income, basic cash EPS and diluted cash EPS for the combined   
company for the actual calendar year 2000, estimated third and fourth quarters  
of 2001 and estimated calendar years 2001, 2002 and 2003. This analysis did not 
take into account the projected synergies from the transaction. For purposes of 
this analysis, estimated cash net income and diluted cash net income were       
derived from General Semiconductor and Vishay management projections. This      
analysis indicated a pro forma contribution by General Semiconductor to the     
combined company's cash net income ranging from 5.0% to 15.7% for the selected  
periods and a pro forma contribution by General Semiconductor to the combined   
company's diluted cash net income ranging from 8.2% to 17.2% for the selected   
periods. This compares to pro forma ownership by the stockholders of General    
Semiconductor of a 13.4% economic interest and a 7.1% voting interest in the    
combined company, assuming an exchange ratio of 0.563 and the conversion of all 
options of General Semiconductor into options of Vishay. The analysis of the    
contributions of General Semiconductor and Vishay to the basic cash EPS for the 
combined company indicated an implied exchange ratio ranging from 0.193 to 0.676
for the selected periods and the analysis of the contributions of General       
Semiconductor and Vishay to the diluted cash EPS for the combined company       
indicated an implied exchange ratio ranging from 0.179 to 0.629 for the selected
periods as compared to an exchange ratio in the merger agreement of 0.563.      

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 PRO FORMA COMBINED COMPANY ANALYSIS.  Credit Suisse First Boston analyzed
the potential pro forma effect of the merger on Vishay's estimated EPS for the  
calendar years 2002 and 2003 based on estimates of the managements of General   
Semiconductor and Vishay, both before and after giving effect to potential      
synergies anticipated by the managements of General Semiconductor and Vishay.   
The following table illustrates the potential percentage accretion or (dilution)
of the merger on Vishay's EPS based on the exchange ratio provided for in the   
merger agreement:                                                               

                                                                [Download Table]

                                                               2002      2003  
                                                             --------  --------
                                                                               
Basic EPS with synergies....................................   9.1%     16.4%  
Diluted EPS without synergies...............................  (1.4%)     1.8%  

 The actual results achieved by Vishay may vary from projected results and
the variations may be material.                                                 

  In addition to analyzing the income statement effect of the merger, Credit
Suisse First Boston also reviewed the pro forma effect on the balance sheet of  
the combined company of the merger and Vishay's $120 million acquisition of the 
infrared components business of Infineon Technologies A.G., and noted that pro  
forma leverage, which is defined as net debt/LTM EBITDA (LTM as of June 30, 2001
for General Semiconductor and Vishay and as of March 31, 2001 for the infrared  
components business of Infineon), was substantially higher for General          
Semiconductor on a stand-alone basis than for the combined company.             

MISCELLANEOUS.  Credit Suisse First Boston acted as financial advisor to
General Semiconductor in connection with the merger and will receive a fee for  
its services, a majority of which is contingent upon the completion of the      
merger. Credit Suisse First Boston also received a fee upon delivery of its     
opinion. General Semiconductor also has agreed to reimburse Credit Suisse First 
Boston for its out-of-pocket expenses, including fees and expenses of legal     
counsel and any other advisor retained by Credit Suisse First Boston, and to    
indemnify Credit Suisse First Boston and related parties against liabilities,   
including liabilities under the federal securities laws, arising out of its     
engagement.                                                                     

   Credit Suisse First Boston or its affiliates have in the past provided, and
may in the future provide, certain financial and investment banking services to 
General Semiconductor and Vishay unrelated to the merger for which Credit Suisse
First Boston or its affiliates have received, and expect to receive,            
compensation. In the ordinary course of its business, Credit Suisse First Boston
and its affiliates may actively trade the debt and equity securities and other  
financial obligations of both General Semiconductor and Vishay for its own and  
its affiliates' own accounts and for the accounts of customers and, accordingly,
may at any time hold a long or short position in such securities and            
obligations. In the past two years, Credit Suisse First Boston has participated,
and at times lead or co-lead, securities offerings for Vishay and General       
Semiconductor. It received customary compensation in connection with these      
engagements.                                                                    

RECOMMENDATION OF THE BOARD OF DIRECTORS OF VISHAY; REASONS OF VISHAY FOR THE   
MERGER                                                                          

   At a meeting of the Vishay board of directors, after careful consideration,
the Vishay board determined:                                                    

- that an acquisition of General Semiconductor would be in the best     
interests of Vishay and its stockholders; and                       

- to recommend to the stockholders of Vishay that they take the action  
      necessary to effect the acquisition, including approval of an amendment to
   Vishay's certificate of incorporation to authorize sufficient shares of
      common stock for issuance in connection with the merger and to approve the
issuance of shares in connection with the merger.                   

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In these determinations, Vishay's board of directors considered the     
following material factors:                                                     

 - Vishay's strategy of incrementally expanding its presence in the market
for active electronic components, which began in 1998 with the      
      acquisitions of its Siliconix subsidiary and its Telefunken unit and which
  continued most recently with the acquisition of the infrared component
business of Infineon AG;                                            

   - General Semiconductor's leadership position in diodes, voltage rectifiers
and power MOSFETs, products that are complementary to Vishay's own  
offerings of discrete, active semiconductor components;             

- the expectation that General Semiconductor's business could be readily
     integrated with Vishay's business, enabling Vishay to broaden and fill in
its line of offerings of discrete semiconductor products;           

  - the quality of General Semiconductor's research and development pipeline
      and the innovative products that it continues to produce, for example, its
   recently developed 200 million cell-per-square-inch power MOSFET, which
 Vishay believes is the highest performing unit of its kind worldwide;

 - the expectation that the merger, assuming the realization of certain of
the cost savings referred to below and other synergies, would be    
immediately accretive to Vishay's earnings per share;               

- the current downturn in the electronic components market, the special 
focus that this environment requires on cost-cutting, operational   
      efficiencies and synergies and the expectation that these objectives could
be better realized by the two companies on a combined rather than a 
stand-alone basis;                                                  

  - the belief that management of General Semiconductor shares Vishay's view
      of the need to cut costs and promote efficiencies, as evidenced by General
Semiconductor's implementation of its own cost-cutting plan, and the
belief that the plan can be enhanced following the merger;          

   - the cost-saving opportunities that may be achieved through a reduction of
corporate overhead costs, combination of facilities, marketing      
efficiencies and combined purchases of services and materials;      

  - Vishay's strong balance sheet and net cash position, which should enable
the combined company to pursue acquisitions and capital expansion,  
especially in light of attractive opportunities that may present    
themselves in the current economic slowdown;                        

 - the belief that the merger would facilitate a resolution of the pending
    patent infringement litigation between Vishay's Siliconix subsidiary and
  General Semiconductor involving trench MOSFET technology that would be
financially equitable to both parties and would promote the combined
development of this promising technology;                           

- the aggregate number of Vishay shares to be delivered to General      
Semiconductor's securityholders in connection with the merger; and  

   - Vishay's history of growth through acquisitions, including its experience
integrating acquired businesses with existing operations and thereby
achieving synergies and cost savings.                               

The board of directors of Vishay unanimously recommends that Vishay     
stockholders vote FOR approval of the amendment to Vishay's certificate of      
incorporation to increase the number of shares of authorized capital stock of   
Vishay and FOR approval of the issuance of Vishay common stock in connection    
with the merger.                                                                

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ISSUANCE OF SHARES IN CONNECTION WITH THE MERGER                                

   The rules of the New York Stock Exchange, on which Vishay's common stock is
listed, require stockholder approval for issuance of shares of common stock in  
any transaction where the number of shares to be issued will be equal to        
20 percent or more of the number of shares of common stock outstanding before   
the issuance. Vishay currently has outstanding 122,447,546 shares of its common 
stock and 15,496,634 shares of its Class B common stock, after deducting        
treasury shares.                                                                

Based upon the currently outstanding number of shares of General        
Semiconductor common stock of 37,834,994 and the exchange ratio of 0.563 Vishay 
share for each General Semiconductor share, 21,301,102 Vishay shares would be   
issuable directly in the merger. In addition, General Semiconductor has issued  
options to acquire 7,553,994 shares of common stock, at an average exercise     
price of $10.21. Under the terms of the merger agreement, these options will be 
exercisable for a total of 4,252,899 shares of Vishay common stock, at an       
average exercise price of $18.14, following the merger.                         

    Also, General Semiconductor has outstanding $172,500,000 principal amount of
5.75% convertible subordinated notes due December 2006. These notes are         
convertible into shares of General Semiconductor common stock at a conversion   
price of $15.55, corresponding to 64.3087 shares per $1,000 principal amount of 
the notes. Following the merger, the notes will become convertible into shares  
of Vishay common stock at the existing conversion price divided by the exchange 
ratio. If the notes were converted in full, whether prior to or following the   
merger, a total of 6,245,499 shares of Vishay common stock would be issuable in 
respect of the notes. Under the terms of the indenture governing the convertible
notes, Vishay will be required to cause General Semiconductor, as the surviving 
corporation in the merger, within 25 business days after completion of the      
merger, to make an offer to purchase all of the convertible notes. The offer    
must be at a cash price equal to 100% of the principal amount of the notes plus 
accrued and unpaid interest and liquidated damages owed under the related       
registration rights agreement, if any, up to, but excluding, the date on which  
the notes are actually purchased pursuant to the offer. Each holder of notes may
accept this offer with respect to all or a portion of its notes. The offer must 
remain open for 20 business days following its commencement.                    

    The issuance of the Vishay common stock described above requires stockholder
approval of the amendment to Vishay's certificate of incorporation increasing   
the authorized number of shares of Vishay common stock, discussed under "Vishay 
Capital Increase Proposal" beginning on page 72, and stockholder approval of the
issuance of Vishay common stock in accordance with the rules of the New York    
Stock Exchange.                                                                 

INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      

In considering the recommendation of the General Semiconductor board of 
directors to vote FOR approval and adoption of the merger agreement,            
stockholders of General Semiconductor should be aware that members of General   
Semiconductor's board of directors and its executive officers and key employees 
will receive benefits as a result of the merger that will be in addition to or  
different from the benefits received by General Semiconductor stockholders      
generally. The board of General Semiconductor recognized those interests and    
considered them when it approved the merger and the merger agreement.           

 SEVERANCE PROTECTION AGREEMENTS.  Ronald A. Ostertag, Robert J. Gange, W.
John Nelson, Stephen B. Paige and 32 other key employees are each party to a    
severance protection agreement with General Semiconductor. Under his or her     
respective agreement, each individual is entitled to receive the benefits       
described below if his or her employment with General Semiconductor or its      
affiliates is terminated other than for cause, disability or death or if he or  
she resigns for good reason, or any reason in the case of Mr. Ostertag, in each 
case, within 24 months after completion of the merger or if he or she is        
terminated without cause within six months prior to completion of the merger or 
at any                                                                          

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time prior to completion of the merger at the request of Vishay or otherwise in 
connection with the merger.                                                     

The severance benefits payable under the severance protection agreements
consist, in general, of:                                                        

    - unpaid compensation accrued through the date of termination and the amount
of the target annual bonus payable to the individual under General  
   Semiconductor's annual incentive plans in respect of the fiscal year of
 the date of termination or the fiscal year in which completion of the
merger occurs, whichever is greater, prorated through the date of   
termination;                                                        

 - a severance payment equal to 2.5 times in the case of Mr. Ostertag, 2.0
  times in the case of Messrs. Gange, Nelson and Paige, 1.5 times in the
      case of 21 individuals, and 1 times in the case of 11 individuals, the sum
of (1) the individual's annual base salary as of June 1, 2001 or, if
   greater, at any time thereafter and (2) the amount of the target annual
bonus payable to the individual under General Semiconductor's annual
    incentive plans in respect of the fiscal year of the date of termination
     or the fiscal year in which completion of the merger occurs, whichever is
greater;                                                            

 - for a period of 30 months in the case of Mr. Ostertag, 24 months in the
case of Messrs. Gange, Nelson and Paige, 18 months in the case of 21
     individuals, and 12 months in the case of 11 individuals, continuation of
     the benefit coverage provided to the individual and his or her dependents
  as of the date of completion of the merger, or if greater, at any time
thereafter;                                                         

    - reimbursement of certain costs relating to outplacement, tax and financial
      planning assistance and, in the case of certain employees, relocation; and

 - in the case of Messrs. Ostertag, Gange, Nelson and Paige, an additional
      amount to reimburse each individual, on an after-tax basis, for any excise
tax under section 4999 of the Internal Revenue Code (and any related
interest and penalties) on amounts payable under the agreements or  
otherwise.                                                          

The term of the severance protection agreements automatically renews    
January 1 of each year unless earlier terminated by the individual or General   
Semiconductor, except that the term may not expire prior to 24 months following 
completion of the merger. The severance protection agreements may not be amended
without the written consent of the individual party to the agreement.           

    NEW RETENTION AGREEMENTS.  Vishay and General Semiconductor have agreed that
Mr. Ostertag may, at any time, grant retention bonuses for post-merger          
employment with General Semiconductor to any or all of four executive officers, 
including Mr. Ostertag and two vice presidents of General Semiconductor. The    
bonuses may not exceed $4.0 million in the aggregate without Vishay's consent   
and are to be based on business performance objectives and paid at the end of   
the applicable retention period of up to six months, as determined in the sole  
discretion of Mr. Ostertag. The retention periods, performance standards,       
amounts, form of consideration and non-competition agreements, if any, for the  
bonuses will be determined by Mr. Ostertag after consultation with Vishay.      

STOCK OPTIONS.  Upon completion of the merger, each option to purchase  
shares of General Semiconductor outstanding immediately prior to completion of  
the merger will become immediately vested and exercisable in full. The options  
will become exercisable for Vishay shares, as described under the heading "Stock
Options" on page 52. In the event that an optionholder's employment with General
Semiconductor terminates for any reason following (a) completion of the merger, 
in the case of options under the General Semiconductor Amended and Restated 1998
Long-Term Incentive Plan, or (b) stockholder approval of the merger, in the case
of options under the Amended and Restated General Semiconductor 1993 Long-Term  
Incentive Plan, then the optionholder's options will remain exercisable for the 
remainder of their term.                                                        

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MANAGEMENT INCENTIVE PLAN.  The management incentive plan is General    
Semiconductor's annual cash bonus incentive plan for its chief executive officer
and various other key employees. Participants in the management incentive plan  
are eligible to receive annual bonuses, calculated as a percentage of salary,   
based upon the achievement of specified performance objectives. Within 60 days  
after completion of the merger, General Semiconductor will pay to each          
individual who is a participant in the management incentive plan immediately    
prior to completion of the merger (regardless of whether such participant       
remains in the employ of General Semiconductor following completion of the      
merger) a pro rata portion of his or her bonus award, calculated as if all      
performance percentages equal 100%.                                             

    SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS.  General Semiconductor maintains
a supplemental executive retirement plan, which is a non-qualified retirement   
plan for a select group of management or highly compensated employees that      
provides supplemental retirement benefits in respect of each participant's      
compensation in excess of certain limits imposed by the Internal Revenue Code.  
General Semiconductor also has entered into supplemental executive retirement   
agreements with two key employees that, in general, provide for payment to these
employees (or their beneficiaries) of additional pension benefits that would    
have been payable to these employees under General Semiconductor's tax-qualified
pension plan had all of their respective service with General Instrument        
Corporation been credited under that plan. Upon completion of the merger, the   
actuarial equivalent of each participant's benefit under the supplemental       
executive retirement plan or agreement, as applicable, on the date of completion
of the merger will immediately be paid to the participant in a lump sum cash    
payment.                                                                        

ELECTION OF MR. OSTERTAG TO VISHAY'S BOARD OF DIRECTORS.  Subject to    
applicable fiduciary obligations of Vishay's board of directors, Vishay has     
agreed to take all actions required to appoint Ronald A. Ostertag as a director 
of Vishay at or as soon as practicable following the merger. Thereafter, Vishay 
will take all action necessary to cause Mr. Ostertag to continue to serve as a  
director of Vishay until at least the date of the third annual meeting of       
stockholders following the merger. Mr. Ostertag will be entitled, as a Vishay   
director, to the same compensation, indemnification and other benefits as       
provided to the other members of the Vishay board of directors.                 

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES                          

  The following discussion is the opinion of Kramer Levin Naftalis & Frankel
LLP and Fried, Frank, Harris, Shriver & Jacobson as to the material United      
States federal income tax consequences of the exchange of General Semiconductor 
common stock by citizens or residents or domestic corporations of the United    
States, referred to in this section as "United States persons", for shares of   
Vishay common stock in the merger. The discussion which follows is based on the 
United States Internal Revenue Code, Treasury Regulations promulgated           
thereunder, administrative rulings and pronouncements and judicial decisions as 
of the date hereof, all of which are subject to change, possibly with           
retroactive effect. Any of these changes could alter the tax consequences       
discussed in this joint proxy statement/ prospectus. The discussion below       
assumes that the merger and related transactions will be completed on the terms 
and conditions of the merger agreement and as described in this joint proxy     
statement/ prospectus without waiver or modification of any of these terms or   
conditions.                                                                     

The discussion below is for general information only and, except where  
specifically noted, does not address the effects of any state, local or non-U.S.
tax laws. In addition, the discussion below relates to United States persons who
hold General Semiconductor common stock as capital assets (as defined in        
section 1221 of the United States Internal Revenue Code). The tax treatment of a
General Semiconductor stockholder may vary depending upon the stockholder's     
particular situation, and some stockholders may be subject to special rules not 
discussed below, including, for example, partners of partnerships that hold     
General Semiconductor common stock, insurance companies, tax-exempt             
organizations, financial institutions, broker-dealers, traders in securities,   
persons whose functional currency is not the United States dollar, persons      
holding General Semiconductor common stock as part                              

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of a hedge, straddle, conversion, constructive sale, synthetic security or other
integrated transaction, non-U.S. persons, and individuals who received General  
Semiconductor common stock pursuant to the exercise of employee stock options or
otherwise as compensation.                                                      

The obligation of Vishay to complete the merger is conditioned upon the 
receipt of an opinion, dated as of the date of the merger, of Kramer Levin      
Naftalis & Frankel LLP, and the obligation of General Semiconductor to complete 
the merger is conditioned upon the receipt of an opinion, dated as of the date  
of the merger, of Fried, Frank, Harris, Shriver & Jacobson, subject in each case
to the assumptions and qualifications set forth below and in those opinions, to 
the effect that the merger will qualify as a reorganization within the meaning  
of section 368(a) of the Internal Revenue Code. If the conditions relating to   
delivery of these opinions are waived and there is a material change in the tax 
consequences of the merger, General Semiconductor and Vishay will recirculate   
proxy materials regarding the merger and resolicit proxies. These opinions will 
be based on, among other things, current provisions of the United States        
Internal Revenue Code, Treasury Regulations promulgated under the United States 
Internal Revenue Code, administrative rulings and pronouncements and judicial   
decisions as of the date thereof, all of which are subject to change, possibly  
with retroactive effect, as well as facts existing as of the date of the        
opinions, various representations as to factual matters made by Vishay, Vishay  
Acquisition and General Semiconductor and the assumption that the merger is     
completed in accordance with the terms of the merger agreement and as described 
in this joint proxy statement/prospectus without waiver or modification of any  
of these terms or conditions. These representations or this assumption, if      
incorrect in certain material respects, could jeopardize the conclusions reached
in the opinions. None of Vishay, Vishay Acquisition, and General Semiconductor  
will seek a ruling from the United States Internal Revenue Service as to the    
United States federal income tax treatment of the merger, and these opinions are
not binding on the United States Internal Revenue Service or the courts.        
Following delivery of the opinions to Vishay and General Semiconductor, a copy  
of the opinions in the form delivered to Vishay and General Semiconductor will  
be filed as an exhibit to the registration statement on Form S-4, of which this 
joint proxy statement/ prospectus is a part.                                    

Subject to the opinions that are required to be delivered to satisfy the
conditions to completion of the merger described above, in the opinion of Kramer
Levin Naftalis & Frankel LLP and Fried, Frank, Harris, Shriver & Jacobson, the  
following material United States federal income tax consequences will result    
from the merger:                                                                

   - General Semiconductor stockholders will not recognize any gain or loss on
   the exchange of General Semiconductor common stock for shares of Vishay
    common stock in the merger (except for gain or loss with respect to cash
received instead of fractional shares);                             

- the tax basis to a General Semiconductor stockholder of the shares of 
     Vishay common stock received in exchange for General Semiconductor common
    stock pursuant to the merger, including any fractional share interest in
  shares of Vishay common stock for which cash is received instead, will
   equal such General Semiconductor stockholder's tax basis in the General
Semiconductor common stock surrendered in exchange;                 

  - the holding period of a General Semiconductor stockholder for the shares
   of Vishay common stock received pursuant to the merger will include the
   holding period of the General Semiconductor common stock surrendered in
exchange;                                                           

- a General Semiconductor stockholder who receives cash instead of an   
 interest in a fractional share of Vishay common stock pursuant to the
    merger will be treated as having received that cash in exchange for that
  fractional share interest and generally will recognize capital gain or
    loss on the deemed exchange in an amount equal to the difference between
  the amount of cash received and the basis of the General Semiconductor
stock allocable to that fractional share; and                       

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  - no income, gain or loss will be recognized by Vishay, Vishay Acquisition
or General Semiconductor as a result of the transfer to General     
    Semiconductor stockholders of the shares of Vishay common stock pursuant
to the merger.                                                      

A General Semiconductor stockholder who exchanges General Semiconductor 
common stock for shares of Vishay common stock will be required to retain in    
such stockholder's records and file with such stockholder's federal income tax  
return for the taxable year in which the merger takes place a statement setting 
forth all relevant facts in respect of the nonrecognition of gain or loss upon  
the exchange. The statement is required to include:                             

- the stockholder's tax basis in the General Semiconductor common stock 
surrendered in the merger; and                                      

    - the fair market value of the shares of Vishay common stock received in the
merger as of the effective time of the merger.                      

   THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT
TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS RELEVANT TO A 
DECISION WHETHER TO VOTE IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT. GENERAL  
SEMICONDUCTOR STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING   
THE UNITED STATES FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE    
MERGER TO THEM.                                                                 

ACCOUNTING TREATMENT                                                            

The merger will be treated as a purchase for accounting and financial   
reporting purposes. Under this method of accounting, the assets and liabilities 
of General Semiconductor will be recorded in Vishay's consolidated financial    
statements at their estimated fair value at the date of the merger, with the    
remaining purchase price reflected as goodwill.                                 

REGULATORY APPROVALS REQUIRED FOR THE MERGER                                    

 Each of Vishay and General Semiconductor has agreed to use its reasonable
best efforts to obtain all regulatory approvals required in order to complete   
the merger. Vishay, Vishay Acquisition and General Semiconductor have either    
filed, or intend to file promptly after the date of this joint proxy            
statement/prospectus, applications and notifications to obtain the required     
regulatory approvals. Vishay and General Semiconductor cannot assure you that   
that the required regulatory approvals will be obtained or, if obtained, what   
the timing of these approvals will be. Vishay and General Semiconductor also    
cannot assure you that, if obtained, these approvals will not face legal        
challenges. Vishay and General Semiconductor are not aware of any other material
governmental approvals or actions that are required prior to completion of the  
merger other than those described below.                                        

ANTITRUST MATTERS                                                       

 The Hart-Scott-Rodino Antitrust Improvements Act of 1976 prohibits Vishay
and General Semiconductor from completing the merger until certain information  
and materials have been furnished to the United States Federal Trade Commission 
and the Antitrust Division of the United States Department of Justice and the   
applicable waiting periods have expired or been terminated. On August 31, 2001, 
Vishay and General Semiconductor filed their Premerger Notification and Report  
Forms pursuant to the HSR Act with the FTC and the Antitrust Division. Vishay   
and General Semiconductor expect that the waiting period will expire at         
11:59 p.m. Eastern time on October 1, 2001, although the waiting period could be
terminated earlier or it could be extended if the FTC or the Antitrust Division 
requests additional information or documentary material. If a request of that   
type is made, the waiting period will be extended until 11:59 p.m., Eastern     
time, on the 30th day after substantial compliance by Vishay and General        
Semiconductor with this request. In the event that day falls on a Saturday,     
Sunday or holiday, the waiting period will expire on the next business day. Even

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after the waiting period expires or has been terminated, the FTC or the         
Antitrust Division retains the authority to challenge the merger on antitrust   
grounds, before or after the merger is completed.                               

 The merger is also subject to notification to, and approval by, antitrust
authorities in several other jurisdictions. Vishay and General Semiconductor are
in the process of identifying these jurisdictions, and they intend to make      
filings under the pre-merger notification statutes in these and other           
jurisdictions in which those filings are required. It is a condition to         
completion of the merger that all clearances and approvals under all relevant   
non-U.S. antitrust laws have been obtained except as would not have a material  
adverse effect.                                                                 

Neither Vishay nor General Semiconductor believes that completion of the
merger will result in a violation of any applicable antitrust laws. However, we 
cannot assure you that no governmental agency will challenge the merger on      
antitrust grounds. State antitrust authorities and private parties in certain   
circumstances may bring legal action under the antitrust laws seeking to enjoin 
the merger or to impose conditions on the merger.                               

FEDERAL SECURITIES LAW CONSEQUENCES                                             

    General Semiconductor stockholders who receive shares of Vishay common stock
in the merger can freely transfer such shares, except that persons who are      
deemed to be "affiliates", as such term is defined under the Securities Act, of 
General Semiconductor at the time of the General Semiconductor special meeting  
may only sell shares they receive in the merger in transactions permitted by the
resale provisions of Rule 145 under the Securities Act, or as otherwise         
permitted under the Securities Act. People who may be deemed to be "affiliates" 
of General Semiconductor generally include individuals or entities that control,
are controlled by, or are under common control with, General Semiconductor, and 
would not include General Semiconductor stockholders who are not executive      
officers, directors or significant stockholders of General Semiconductor.       

    In general, under Rule 145, for one year following completion of the merger,
General Semiconductor affiliates will be subject to the following restrictions  
on the public sale of shares of Vishay common stock acquired in the merger:     

   - a General Semiconductor affiliate, together with certain related persons,
      may sell only through unsolicited "broker transactions" or in transactions
 directly with a "market maker", as such terms are defined in Rule 144
under the Securities Act;                                           

- the number of shares of Vishay common stock a General Semiconductor   
     affiliate may sell, together with specified related persons and specified
   persons acting in concert, within any three-month period may not exceed
     the greater of 1% of the outstanding shares of Vishay common stock or the
 average weekly trading volume of such shares during the four calendar
weeks preceding the sale; and                                       

   - a General Semiconductor affiliate may sell only if Vishay remains current
with its informational filings with the SEC under the Exchange Act. 

After one year from completion of the merger, a General Semiconductor   
affiliate may sell shares of Vishay common stock received in the merger without 
the limitations on the manner of sale or volume, provided that Vishay is current
with its Exchange Act informational filings and the General Semiconductor       
affiliate is not then an affiliate of Vishay. After two years from completion of
the merger, an affiliate of General Semiconductor may sell its shares of Vishay 
common stock received in the merger without any restrictions, so long as the    
affiliate has not been an affiliate of Vishay for at least three months prior to
the sale.                                                                       

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DIVIDENDS                                                                       

 Vishay has never paid cash dividends on its common stock, and it does not
anticipate paying any cash dividends in the foreseeable future. Vishay's policy 
is to retain earnings to support the growth of its business, and Vishay does not
intend to change this policy at the present time. In addition, Vishay is        
restricted from paying cash dividends under the terms of its revolving credit   
agreement.                                                                      

  General Semiconductor has not paid any cash dividends since it changed its
name from General Instrument Corporation and spun off its broadband             
communication business and its coaxial and other cable business in July 1997.   

STOCK EXCHANGE LISTING                                                          

  It is a condition to the merger that the New York Stock Exchange authorize
for listing the shares of Vishay common stock to be delivered in connection with
the merger. Vishay has agreed to use its best efforts to cause the shares of    
Vishay common stock to be listed on the New York Stock Exchange prior to        
completion of the merger.                                                       

APPRAISAL RIGHTS                                                                

  Both Vishay and General Semiconductor are incorporated under Delaware law.
Under the Delaware General Corporation Law, holders of General Semiconductor    
common stock will not be entitled to appraisal rights by reason of the merger   
agreement or completion of the merger.                                          

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THE MERGER AGREEMENT

   This section describes the material provisions of the merger agreement. The
full text of the merger agreement is attached as Annex A to this joint proxy    
statement/prospectus. We encourage stockholders to read the merger agreement in 
its entirety. In addition, important information about the merger agreement and 
the merger is provided in the previous section entitled "The Merger" beginning  
on page 29.                                                                     

THE MERGER                                                                      

Under the merger agreement and in accordance with Delaware law, Vishay  
Acquisition Corp., a wholly owned subsidiary of Vishay, will merge with and into
General Semiconductor. As a result of the merger, General Semiconductor will    
become a wholly owned subsidiary of Vishay, the separate corporate existence of 
Vishay Acquisition will cease and General Semiconductor will continue as the    
surviving corporation.                                                          

EFFECTIVE TIME                                                                  

    Unless the merger agreement is terminated, as soon as possible, but no later
than two days after the satisfaction or waiver of the closing conditions        
contained in the merger agreement, the merger will become effective when General
Semiconductor files a certificate of merger with the Secretary of State of      
Delaware. See "Conditions to Completion of the Merger" beginning on page 59 and 
"Termination" beginning on page 61.                                             

MERGER CONSIDERATION                                                            

EXCHANGE RATIO                                                          

   In the merger, each share of General Semiconductor common stock outstanding
immediately prior to the merger, except as described below under "Cancellation",
will be converted into 0.563 shares of Vishay common stock. YOU SHOULD NOT SEND 
YOUR STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD OR VOTING FORM.            

    If, before the merger, any change in the outstanding shares of capital stock
of Vishay or General Semiconductor occurs, including the exercisability or      
exchange of rights under General Semiconductor's rights plan, the amount of     
Vishay shares and any other amounts payable pursuant to the merger or the merger
agreement will be adjusted appropriately.                                       

FRACTIONAL SHARES OF VISHAY COMMON STOCK                                

No fractional shares of Vishay common stock will be issued for General  
Semiconductor shares in the merger. A General Semiconductor stockholder who     
would otherwise have been entitled to a fraction of a share of Vishay common    
stock will instead receive a cash payment, without interest, determined by      
multiplying the fractional share interest to which such holder would otherwise  
be entitled by the closing share price of Vishay common stock on the New York   
Stock Exchange trading day immediately prior to the effective time of the       
merger.                                                                         

STOCK OPTIONS                                                           

Upon completion of the merger, each option to purchase shares of General
Semiconductor common stock that is outstanding immediately before completion of 
the merger will become fully exercisable for that number of whole shares of     
Vishay common stock equal to the number of General Semiconductor shares that    
were subject to the option immediately before completion of the merger,         
multiplied by 0.563, rounded to the nearest whole number of shares of Vishay    
common stock. The exercise price per share for the Vishay common stock issuable 
upon exercise of the stock option will be                                       

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equal to the exercise price per share of General Semiconductor common stock     
immediately prior to completion of the merger divided by 0.563, rounded to the  
nearest whole cent.                                                             

Each General Semiconductor stock option will otherwise be subject to the
same terms and conditions as were applicable to the option immediately prior to 
completion of the merger.                                                       

CANCELLATION                                                            

Each share of General Semiconductor common stock held in General        
Semiconductor's treasury and each share owned by Vishay immediately prior to    
completion of the merger will be cancelled and retired without payment of any   
consideration.                                                                  

EXCHANGE OF GENERAL SEMICONDUCTOR COMMON STOCK                          

   As soon as practicable after completion of the merger, Vishay will instruct
American Stock Transfer & Trust Co., the exchange agent, to mail to each holder 
of record of General Semiconductor common stock a letter of transmittal         
containing instructions regarding the surrender of General Semiconductor stock  
certificates in exchange for certificates representing Vishay common stock.     

Commencing immediately after completion of the merger, upon surrender of
stock certificates representing General Semiconductor shares in accordance with 
the instructions contained in the letter of transmittal, General Semiconductor  
stockholders will be entitled to receive stock certificates representing shares 
of Vishay common stock, together with any unpaid dividends declared by Vishay   
after completion of the merger and any cash due instead of a fractional share of
Vishay common stock. Taxes will be withheld if required. For all other corporate
purposes, certificates that represented shares of General Semiconductor common  
stock prior to completion of the merger will represent, from and after          
completion of the merger, the number of shares of Vishay common stock and cash  
in respect of fractional Vishay shares into which the shares of General         
Semiconductor common stock are converted by law in the merger. After completion 
of the merger, there will be no further registration of transfers of General    
Semiconductor stock on the books of the surviving corporation.                  

Any Vishay stock certificates and any cash deposited by Vishay with the 
exchange agent that remain unclaimed by former General Semiconductor            
stockholders on the first anniversary of the merger will be delivered to Vishay.
Any former General Semiconductor stockholders who have not complied with the    
exchange procedures before the first anniversary of the merger may look only to 
Vishay for issuance of their Vishay common stock and payment of any cash instead
of fractional shares and any unpaid dividends or distributions on the shares of 
Vishay common stock. None of Vishay, Vishay Acquisition, General Semiconductor  
and the exchange agent will be liable for any amount delivered to a public      
official pursuant to any abandoned property, escheat or similar law.            

  If your General Semiconductor stock certificates have been lost, stolen or
destroyed, you will be entitled to the merger consideration if you sign an      
affidavit to that effect. Vishay also may, in its discretion, require you to    
deliver a bond in an amount sufficient to protect Vishay, the surviving         
corporation and the exchange agent against claims related to your General       
Semiconductor stock certificates.                                               

REPRESENTATIONS AND WARRANTIES                                                  

General Semiconductor and Vishay have made various customary mutual     
representations and warranties in the merger agreement about themselves and     
their respective subsidiaries.                                                  

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CONDUCT OF BUSINESS BY GENERAL SEMICONDUCTOR                                    

   Except as otherwise permitted by the merger agreement or as consented to in
writing by Vishay, during the period from the date of the merger agreement to   
completion of the merger, General Semiconductor has agreed that it will:        

- conduct its business only in the ordinary and usual course of business
consistent with past practice;                                      

  - use reasonable commercial efforts to preserve its business organization;

 - use reasonable commercial efforts to keep available the services of its
officers and key employees; and                                     

 - use reasonable commercial efforts to preserve its present relationships
      with customers, suppliers and others having significant business relations
with it.                                                            

    Vishay and General Semiconductor have agreed that General Semiconductor will
be permitted to implement its recently announced restructuring plan before the  
merger notwithstanding its course of conduct covenant described above.          

   Except as otherwise permitted by the merger agreement or as consented to in
writing by Vishay, the merger agreement prohibits General Semiconductor and any 
of its subsidiaries from taking specific actions, including:                    

- amending its organizational documents;                                

  - issuing, selling, pledging, encumbering or otherwise disposing of shares
   of its capital stock or options to acquire shares of its capital stock,
      other than the issuance of shares of its common stock upon the exercise of
    stock options or convertible notes outstanding on the date of the merger
agreement, or pursuant to other limited exceptions;                 

- selling, pledging, encumbering or otherwise disposing of any of its   
      assets, other than in the ordinary course of business consistent with past
practice or pursuant to other limited exceptions;                   

  - declaring or paying any dividend or making any other distribution on any
  of its capital stock, except that a wholly owned subsidiary of General
    Semiconductor may declare and pay a dividend to its parent that is not a
cross-border dividend;                                              

- making any changes in its equity capital structure or purchasing or   
redeeming any of its or its subsidiaries' securities;               

    - settling any claim arising out of a stockholder equity interest in General
Semiconductor;                                                      

- making any acquisitions;                                              

  - incurring any indebtedness for borrowed money, except under its existing
  credit facilities in effect on the date of the merger agreement in the
ordinary course of business and other borrowings not in excess of   
$1,000,000 in total;                                                

  - issuing debt securities, or assuming, guaranteeing or otherwise becoming
 responsible for the obligations of any person, or making any loans or
   advances, other than in the ordinary course of business consistent with
   past practice; except that General Semiconductor may not make loans and
     advances to its employees to fund the exercise price of its options or to
purchase shares of its common stock;                                

  - authorizing any capital expenditures or purchases of fixed assets with a
      value exceeding $40 million over the 12-month period beginning on the date
of the merger agreement;                                            

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  - entering into or materially amending any contract, agreement, commitment
   or arrangement to effect an acquisition, incur indebtedness, issue debt
securities or authorize capital expenditures as listed above;       

    - increasing the compensation or severance of directors, officers, employees
   or consultants, except as a result of promotions and in accordance with
past practice or as required by an existing obligation or law;      

   - granting an employee any severance or termination pay or entering into or
     amending any employment or severance agreement, except for some new hires
and except as required by an existing obligation or law;            

   - entering into or amending any collective bargaining agreement or employee
plans, except as required by an existing obligation or law;         

    - changing accounting policies or procedures except as required by generally
accepted accounting principles;                                     

   - making any material tax election or settling or compromising any material
tax liability;                                                      

 - paying or satisfying any claims, liabilities or obligations that exceed
$1 million in total, other than in the ordinary course of business  
consistent with past practice; or                                   

- taking, or agreeing to take, any of the actions described above or any
action which would make any representation or warranty of General   
     Semiconductor untrue or prevent General Semiconductor from performing its
covenants under the merger agreement.                               

CONDUCT OF BUSINESS BY VISHAY                                                   

   Except as otherwise permitted by the merger agreement or as consented to in
writing by General Semiconductor, during the period from the date of the merger 
agreement to completion of the merger, Vishay has agreed that it will conduct   
its business only in the ordinary and usual course of business consistent with  
past practice.                                                                  

   Except as otherwise permitted by the merger agreement or as consented to in
writing by General Semiconductor, the merger agreement prohibits Vishay from    
taking specific actions, including:                                             

- amending its organizational documents;                                

- making or agreeing to make any acquisition or disposition which would 
  materially delay or prevent the completion of the merger and the other
     transactions contemplated by the merger agreement, or materially altering
the nature or character of the business of Vishay as it is presently
conducted;                                                          

  - declaring or paying any dividend or making any other distribution on any
of its capital stock, other than a dividend paid by a wholly owned  
subsidiary of Vishay to its parent;                                 

    - changing accounting policies or procedures except as required by generally
accepted accounting principles; or                                  

- taking, or agreeing to take, any actions described above or any action
that would make any representation or warranty of Vishay Acquisition
      untrue or prevent Vishay Acquisition from performing its obligations under
the merger agreement.                                               

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NO SOLICITATION                                                                 

    General Semiconductor will not, directly or indirectly, through any officer,
director, employee representative or agent, solicit or encourage the initiation 
of an alternative transaction. The merger agreement defines "alternative        
transaction" as:                                                                

   - any transaction in which a third party would acquire more than 25% of any
class of outstanding shares of General Semiconductor capital stock; 

   - a merger or other business combination involving General Semiconductor in
     which a third party would acquire more than 25% of the outstanding equity
securities of General Semiconductor or the surviving entity;        

 - any transaction in which a third party would acquire control of General
Semiconductor assets, or any of its subsidiaries assets, with a fair
   market value equal to more than 25% of the fair market value of all the
   assets of General Semiconductor and its subsidiaries, taken as a whole,
just before that transaction; or                                    

    - any other consolidation, business combination, recapitalization or similar
 transaction involving General Semiconductor or any of its significant
subsidiaries, other than transactions contemplated by the merger    
agreement.                                                          

 Until the General Semiconductor stockholders approve and adopt the merger
agreement, if General Semiconductor's board of directors, following consultation
with independent legal counsel, reasonably determines in good faith that the    
following action is or is reasonably likely to be required to discharge properly
its fiduciary duties, General Semiconductor's board of directors, after notice  
to Vishay, is permitted to:                                                     

- furnish information to a third party which has made a bona fide       
acquisition proposal that General Semiconductor's board of directors
 concludes in good faith after consulting with a nationally recognized
investment banking firm would, if completed, constitute a superior  
      proposal not solicited in violation of the merger agreement, provided that
     the third party has executed an agreement with confidentiality provisions
      substantially similar to those in effect between General Semiconductor and
Vishay; and                                                         

- consider and negotiate a bona fide acquisition proposal that General  
Semiconductor's board of directors concludes in good faith after    
     consulting with a nationally recognized investment banking firm would, if
   completed, constitute a superior proposal not solicited in violation of
the merger agreement.                                               

The merger agreement defines an "acquisition proposal" as any inquiry or
proposal by a third party to effect an alternative transaction and a "superior  
proposal" as any proposal made by a third party to acquire, directly or         
indirectly, for cash and/or securities, 90% or more of General Semiconductor's  
common stock entitled to vote generally in the election of directors or all or  
substantially all of General Semiconductor's assets on terms that General       
Semiconductor's board of directors reasonably believes, after consultation with 
a nationally recognized financial advisor, to be more favorable from a financial
point of view to General Semiconductor stockholders than the merger and the     
transactions contemplated by the merger agreement, taking into account at the   
time of determination any changes to the financial terms of the merger proposed 
by Vishay; provided, however, that the proposal may be subject to a due         
diligence review of confidential information and to other customary closing     
conditions.                                                                     

    Neither General Semiconductor nor General Semiconductor's board of directors
may withdraw or modify, or propose to withdraw or modify, in a manner adverse to
Vishay or Vishay Acquisition, General Semiconductor's board of directors'       
approval of the merger agreement or the merger, except to the extent that       
General Semiconductor's board of directors reasonably determines in good faith  
and                                                                             

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after consultation with independent legal counsel that it is or is reasonably   
likely to be required to do so in order to discharge properly its fiduciary     
duties.                                                                         

  In addition, unless the merger agreement has been terminated in accordance
with its terms, neither General Semiconductor nor General Semiconductor's board 
of directors may:                                                               

- redeem the rights issued under the Rights Agreement, dated as of      
 January 6, 1997, as amended, between General Semiconductor and Mellon
      Investor Services LLC (formerly known as ChaseMellon Shareholder Services,
   L.L.C.), as rights agent, or waive or amend any provision of the rights
     agreement, in any such case to permit or facilitate the completion of any
acquisition proposal or alternative transaction; or                 

- enter into any agreement, other than a confidentiality agreement, with
   respect to, or otherwise approve or recommend, or propose to approve or
recommend, any acquisition or alternative transaction.              

    The merger agreement provides that these obligations do not prohibit General
Semiconductor from taking and disclosing to its stockholders a position         
regarding an alternative transaction or acquisition proposal as required by the 
securities laws or from making any disclosure to its stockholders required by   
applicable law, rule or regulation or by the New York Stock Exchange.           

General Semiconductor further agreed:                                   

- as of the date of the merger agreement, to terminate any existing     
     discussions or negotiations with any third party that were ongoing at the
time of the execution of the merger agreement;                      

- not to release any third party from the confidentiality and, except as
  contemplated by the merger agreement, the standstill provisions of any
agreement to which General Semiconductor is a party;                

- to notify Vishay orally and in writing promptly, but in no event later
    than 5:00 p.m. New York time on the next business day, after receipt of,
     or modification or amendment to, all acquisition proposals or any request
     for nonpublic information relating to General Semiconductor or any of its
    subsidiaries in connection with an acquisition proposal or for access to
the books and records;                                              

- to disclose to Vishay the terms of all acquisition proposals and the  
identity of the person making any acquisition proposal;             

    - to keep Vishay informed in all material respects of the status and details
of any acquisition proposal; and                                    

- to notify Vishay orally and in writing promptly if it enters into     
negotiations concerning any acquisition proposal.                   

    General Semiconductor is not required to make any disclosure to Vishay if it
would violate a confidentiality agreement existing at the time of the merger,   
provided, however, that General Semiconductor has agreed not to furnish         
information to or negotiate with any third party without notifying Vishay.      

   General Semiconductor also agreed to ensure that the officers and directors
of General Semiconductor and its subsidiaries and any investment banker or other
advisor or representative retained by General Semiconductor in connection with  
the merger are aware of the no solicitation restrictions described above.       

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CERTAIN OTHER COVENANTS                                                         

INDEMNIFICATION AND INSURANCE                                           

For six years following the merger, General Semiconductor will:         

- include in its certificate of incorporation and bylaws the same       
    indemnification provisions as are currently set forth in its certificate
  of incorporation and bylaws, and those provisions will not be amended,
     modified or otherwise repealed in any way that would adversely affect the
     rights of individuals who are directors, officers, employees or agents of
General Semiconductor at the time the merger is completed, unless   
otherwise required by law; and                                      

  - indemnify and hold harmless each present and former director, officer or
    employee of General Semiconductor or any of its subsidiaries against all
     losses and damages in connection with any lawsuit, claim or investigation
arising out of or pertaining to the transactions contemplated by the
merger agreement or otherwise with respect to any acts or omissions 
    occurring at or before the merger, to the same extent as provided in its
certificate of incorporation or bylaws or any applicable contract or
agreement as in effect on the date of the merger agreement.         

  Following the merger, General Semiconductor will also honor and fulfill in
all respects its obligations under the indemnification agreements, employment   
agreements, severance agreements, retention bonuses and similar agreements with 
its officers and directors existing at or before the merger.                    

In addition, for a period of not less than six years after the merger,  
Vishay will provide or cause General Semiconductor to provide to its current and
former directors and officers that are currently covered under its current      
insurance and indemnification policy an insurance and indemnification policy    
that provides coverage for events occurring at or before the merger that is no  
less favorable than its existing policy or, if substantially equivalent         
insurance coverage is unavailable, the best available coverage. Vishay and      
General Semiconductor will not be required to pay an annual insurance premium in
excess of 250% of the annual premium currently paid by General Semiconductor for
this insurance, but in such case will purchase as much coverage as possible for 
such amount.                                                                    

EFFORTS TO COMPLETE THE MERGER                                          

Upon the terms and subject to the conditions set forth in the merger    
agreement, Vishay, Vishay Acquisition and General Semiconductor will use all    
reasonable efforts to take, or cause to be taken, all actions and to do, or     
cause to be done, all other things necessary, proper or advisable to complete   
and make effective as promptly as practicable the transactions contemplated by  
the merger agreement, to obtain in a timely manner all necessary waivers,       
consents and approvals, to effect all necessary registrations and filings, and  
otherwise to satisfy or cause to be satisfied all of the conditions to the      
completion of the merger.                                                       

Vishay and General Semiconductor have agreed that this covenant will not
require either to agree to divest, abandon, license, hold separate or take      
similar action with respect to any assets which are, in the aggregate, material 
to Vishay or General Semiconductor.                                             

TAX TREATMENT                                                           

 Each of Vishay, Vishay Acquisition and General Semiconductor will use its
reasonable best efforts to ensure that the merger qualifies as a reorganization 
under section 368(a) of the Internal Revenue Code and will not take any actions 
that might reasonably be expected to prevent the merger from qualifying as a    
reorganization.                                                                 

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VISHAY COMMON STOCK                                                     

   Vishay is required to prepare and submit a listing application with respect
to the shares of Vishay common stock to be issued in connection with the merger 
and to use its best efforts to obtain approval for the listing of those shares  
of Vishay common stock on the New York Stock Exchange before the completion of  
the merger.                                                                     

CERTAIN EMPLOYEE BENEFITS                                               

 For the period from the effective time of the merger through December 31,
2001, Vishay shall cause General Semiconductor to provide each person who is an 
employee of General Semiconductor or any subsidiary of General Semiconductor at 
the effective time with salary and employee benefits that are comparable in the 
aggregate to those provided to such employee immediately prior to the effective 
time. In addition, for a period of six months from the effective time, General  
Semiconductor will not terminate or amend in a manner adverse to any employee   
the General Semiconductor Severance Plan, as in effect on the date of the merger
agreement. After December 31, 2001, Vishay will cause General Semiconductor to  
provide each employee with salary and employee benefits that are comparable in  
the aggregate to those provided to similarly situated employees of Vishay or    
subsidiaries of Vishay. Service accrued by employees during their employment    
with General Semiconductor or any subsidiary of General Semiconductor prior to  
the effective time of the merger will be recognized for all employee benefits   
purposes except for benefit accruals under defined benefit plans.               

After the merger, Vishay shall cause General Semiconductor to honor in  
accordance with their terms all benefits and obligations under all benefit      
plans, programs, agreements or arrangements of General Semiconductor as in      
effect on the date of the merger agreement or as amended after that date in     
accordance with the terms of the merger agreement or with the consent of Vishay.
Except as precluded by law or the terms of these plans, programs, agreements or 
arrangements, and subject to the provisions of the merger agreement summarized  
above, the terms of the merger agreement do not prevent General Semiconductor or
any other subsidiary of Vishay from amending or modifying any such plan,        
program, agreement or arrangement or terminating or modifying the terms and     
conditions of employment or other service of any person.                        

General Semiconductor will amend its 401(k) plan to preclude additional 
purchases of General Semiconductor common stock as of two days prior to         
completion of the merger.                                                       

  These provisions are subject to certain limitations and qualifications set
forth in the merger agreement and may not be enforced by any employee of General
Semiconductor.                                                                  

VISHAY DIRECTOR                                                         

   Subject to applicable fiduciary obligations of Vishay's board of directors,
Vishay will take all actions required to appoint Ronald A. Ostertag as a        
director of Vishay at or as soon as practicable following the merger.           
Thereafter, Vishay will take all action necessary to cause Mr. Ostertag to      
continue to serve as a director of Vishay until at least the date of the third  
annual meeting of stockholders following the merger.                            

CONDITIONS TO COMPLETION OF THE MERGER                                          

  The obligations of Vishay, Vishay Acquisition and General Semiconductor to
complete the merger are subject to the satisfaction of the following conditions:

- the registration statement on Form S-4, of which this joint proxy     
      statement/prospectus is a part, becoming and remaining effective under the
Securities Act;                                                     

  - the General Semiconductor stockholders approving and adopting the merger
agreement;                                                          

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- the Vishay stockholders approving:                                    

     - an increase in the authorized capital of Vishay in an amount at least
sufficient for:                                               

        - the issuance of Vishay common stock in the merger as provided in
the merger agreement;                                 

  - the issuance of Vishay common stock upon conversion of the
  outstanding General Semiconductor convertible notes; and

- the issuance of Vishay common stock upon exercise of all
            outstanding General Semiconductor stock options as provided in the
merger agreement; and                                 

  - the authorization of the issuance of Vishay common stock described
above;                                                        

 - all waiting periods under the HSR Act having expired or terminated, and
    all necessary clearances and approvals for the merger under any non-U.S.
antitrust laws having been obtained, other than those which if not  
obtained would not reasonably be expected to have a material adverse
effect on General Semiconductor or Vishay; and                      

  - the absence of any order, decree, injunction or other legal restraint in
   effect that prohibits the completion of the merger or compels Vishay or
any of its subsidiaries, including General Semiconductor and its    
  subsidiaries, to dispose of or hold separate assets which are material
 overall to Vishay or its subsidiaries taken as a whole, or to General
Semiconductor and its subsidiaries taken as a whole.                

   The obligations of Vishay and Vishay Acquisition to complete the merger are
also subject to the following additional conditions:                            

   - the representations and warranties of General Semiconductor in the merger
     agreement being true and correct, except where the failure to be true and
  correct, individually or combined, would not reasonably be expected to
 have a material adverse effect on Vishay or General Semiconductor and
   except for certain representations and warranties that must be true and
correct in all material respects;                                   

- General Semiconductor having performed in all material respects all   
     agreements and covenants required by the merger agreement to be performed
by it on or before the date of the merger;                          

- General Semiconductor having received all material consents, waivers, 
   approvals, authorizations or orders required to be obtained, and having
      made all filings required to be made, for the authorization, execution and
     delivery of the merger agreement and the completion of the merger, except
     where the failure to do so would not reasonably be expected, individually
or combined with all other such failures, to have a material adverse
effect on Vishay or General Semiconductor;                          

- a distribution date having not occurred under General Semiconductor's 
 rights agreement and the rights issued under the rights agreement not
becoming exercisable as a result of the merger; and                 

- Vishay having received a written opinion of Kramer Levin Naftalis &   
 Frankel LLP, delivered and dated as of the date of the merger, to the
      effect that the merger will qualify as a reorganization within the meaning
of section 368(a) of the Internal Revenue Code.                     

The obligation of General Semiconductor to complete the merger is also  
subject to the following additional conditions:                                 

    - the representations and warranties of Vishay and Vishay Acquisition in the
   merger agreement being true and correct, except where the failure to be
true and correct, individually or combined, would not reasonably be 
expected to have a material adverse effect on Vishay or General     

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    Semiconductor and except for certain representations and warranties that
must be true and correct in all material respects;                  

 - Vishay and Vishay Acquisition having performed in all material respects
all agreements and covenants required by the merger agreement to be 
performed by them on or before the date of the merger;              

- Vishay and Vishay Acquisition having received all material consents,  
     waivers, approvals, authorizations or orders required to be obtained, and
having made all filings required to be made, for the authorization, 
    execution and delivery of the merger agreement and the completion of the
merger, except where the failure to do so would not reasonably be   
      expected, individually or combined with all other such failures, to have a
material adverse effect on General Semiconductor or Vishay;         

- the New York Stock Exchange having authorized for listing the Vishay  
  common stock to be issued by Vishay in connection with the merger; and

  - General Semiconductor having received a written opinion of Fried, Frank,
      Harris, Shriver & Jacobson, delivered and dated as of the date the merger,
     to the effect that the merger will qualify as a reorganization within the
meaning of section 368(a) of the Internal Revenue Code.             

TERMINATION                                                                     

 The merger agreement may be terminated at any time prior to completion of
the merger on any of the following grounds:                                     

1.  By mutual written consent of Vishay and General Semiconductor;      

2.  By either Vishay or General Semiconductor, if:                      

     - the merger has not been completed by January 31, 2002 (other than due
       to the failure of Vishay's or General Semiconductor's stockholders to
    approve the proposals to be considered at their special meetings),
        unless caused by or resulting from a failure to fulfill any obligation
         under the merger agreement by the party seeking to terminate the merger
agreement; or                                                 

     - a court or other governmental authority issues a non-appealable final
       order, ruling or other action which permanently prohibits the merger;

3.  By either Vishay or General Semiconductor, if:                      

      - the stockholders of General Semiconductor have not approved the merger
         agreement at the General Semiconductor special stockholders meeting; or

   - the stockholders of Vishay do not approve the amendment to Vishay's
         certificate of incorporation increasing the number of authorized shares
       of Vishay common stock and the issuance of common stock in connection
with the merger at the special meeting of Vishay stockholders.

    Neither Vishay nor General Semiconductor can exercise this termination right
as a result of its own stockholders failing to approve a proposal if it fails to
call the special meeting or fails to solicit proxies from its stockholders as   
required by the merger agreement;                                               

4.  By either Vishay or General Semiconductor, if either:               

  - any representation or warranty of the other party set forth in the
    merger agreement was untrue when made, or has since become untrue,
         which would reasonably be expected, individually or combined, to result
in a material adverse effect on that party;                   

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  - specified representations or warranties of the other party are not
correct in all material respects; or                          

      - the other party materially breaches any covenant or agreement and that
breach cannot be remedied.                                    

If the misrepresentation or breach is curable prior to January 31, 2002,
however, this right to terminate is not available so long as the party in breach
continues to exercise its reasonable best efforts to cure the misrepresentation 
or breach;                                                                      

   5.  By Vishay, if General Semiconductor or General Semiconductor's board of
   directors, whether or not permitted to do so by the merger agreement:

     - has withdrawn or modified in a manner adverse to Vishay its approval,
      adoption or recommendation of the merger agreement or the merger, or
has resolved to do so; or                                     

    - has approved or recommended to General Semiconductor stockholders an
       alternative transaction, or that the stockholders tender their shares
        in any tender or exchange offer that is an alternative transaction; or

     - has failed either to include in this joint proxy statement/prospectus
     the recommendation of General Semiconductor's board of directors in
        favor of approval and adoption of the merger agreement or solicit from
      General Semiconductor's stockholders proxies in favor of approval of
        the merger agreement and to take all other reasonable action necessary
       or advisable to secure the vote or consent of General Semiconductor's
stockholders in favor of that approval and adoption.          

A communication by General Semiconductor's board of directors to General
Semiconductor's stockholders shall not be deemed to constitute a basis of       
termination, however, if that communication is made in satisfaction of an       
obligation of General Semiconductor, under the federal tender offer rules, to   
take a position with respect to a tender offer for shares of General            
Semiconductor, or states that on or before a specified date General             
Semiconductor will provide its opinion with respect to a tender offer or        
exchange offer;                                                                 

    6.  By General Semiconductor, if its board of directors has authorized it to
       enter into a definitive agreement with respect to a superior proposal and
each of the following additional conditions is met:               

       - General Semiconductor has notified Vishay in writing that it intends to
        enter into a definitive agreement with respect to a superior proposal;

     - within two full business days of receipt of such notification, Vishay
       has not made an offer that General Semiconductor's board of directors
 determines, in good faith after consultation with its financial
        advisors, is at least as favorable, from a financial point of view, to
  the General Semiconductor stockholders as the superior proposal;

       - General Semiconductor has paid Vishay the fees and expenses required to
        be paid pursuant to the merger agreement, as described under "Fees and
Expenses" beginning on page 63;                               

 - the merger agreement has not already been approved by the General
 Semiconductor stockholders at the General Semiconductor special
meeting; and                                                  

    - General Semiconductor has complied with its obligations as described
under "No Solicitation" beginning on page 56; or              

7.  By General Semiconductor, if:                                       

       - whether or not permitted to do so by the merger agreement, the board of
      directors of Vishay has withdrawn or modified in a manner adverse to
       General Semiconductor its approval, adoption or recommendation of the
amendment to Vishay's certificate of                          

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       incorporation increasing the authorized shares of Vishay common stock
   and of the issuance of Vishay common stock in connection with the
         merger or has failed to recommend approval of the amendment to Vishay's
         certificate of incorporation increasing the authorized shares of Vishay
       common stock and of the issuance of Vishay common stock in connection
with the merger; or                                           

- any party to a voting agreement repudiates the agreement or the 
       agreement is otherwise unenforceable, unless as a result of the death
     or incapacity of either of the stockholders that are parties to the
voting agreements, or any circumstances arising from death or 
incapacity.                                                   

    The term, "material adverse effect" means any change, effect or circumstance
that is materially adverse to the business, assets, financial condition or      
results of operations of General Semiconductor or Vishay, and their respective  
subsidiaries; provided, however, that each of the following are excluded from   
the definition of material adverse effect and from any determination as to      
whether a material adverse effect has occurred or may occur: changes, effects or
circumstances, that are applicable to:                                          

    - the semiconductor industry or the discrete electronics components industry
generally;                                                          

- the United States securities markets generally;                       

  - personnel and other changes customarily attendant to transactions of the
     type contemplated by the merger agreement, including, without limitation,
any disruption of customer, supplier or employee relationships;     

- changes in economic, regulatory or political conditions generally;    

  - the litigation brought against General Semiconductor by Siliconix in the
    United States District Court for the Northern District of California and
any related claims between the current parties to such litigation or
between General Semiconductor and Vishay; and                       

- the General Semiconductor restructuring program.                      

FEES AND EXPENSES                                                               

    Except as set forth below, each of Vishay and General Semiconductor will pay
its own fees and expenses incurred in connection with the merger agreement and  
the related transactions, whether or not the merger is completed. However, if   
the merger is not completed, Vishay and General Semiconductor will share equally
all SEC filing fees and printing expenses incurred in connection with the       
printing and filing of this joint proxy statement/prospectus and the related    
registration statement and any amendments or supplements thereto and all        
conveyance and similar taxes required to be paid or which Vishay has agreed     
should be paid prior to completion of the merger.                               

  General Semiconductor must pay Vishay a fee of $22.5 million and must also
pay Vishay and Vishay Acquisition their respective actual, documented and       
reasonable out-of-pocket expenses, other than financial advisor fees, relating  
to the transactions contemplated by the merger agreement in a combined amount   
not to exceed $1.0 million, if any of the following events occur:               

   - Vishay or General Semiconductor terminates the merger agreement following
the failure of the General Semiconductor stockholders to approve the
 merger agreement at the General Semiconductor special meeting and the
alternative transaction conditions are satisfied;                   

  - Vishay terminates the merger agreement because General Semiconductor has
    willfully breached any covenant or agreement of General Semiconductor in
     the merger agreement, as described in "Termination", item number 4, above
and the alternative transaction conditions are satisfied;           

 - Vishay terminates the merger agreement for any of the reasons described
under "Termination", item number 5, above; or                       

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- General Semiconductor terminates the merger agreement due to the      
  acceptance by General Semiconductor's board of directors of a superior
proposal as permitted by the merger agreement and described under   
"Termination", item number 6, above.                                

The "alternative transaction conditions" will be satisfied if:          

    - General Semiconductor or any third party publicly announces an alternative
transaction during the period beginning on the date of the merger   
  agreement and ending 6 months following the date of termination of the
merger agreement; and                                               

- such transaction is at any time thereafter completed on terms         
     substantially equivalent to or more favorable to General Semiconductor or
     its stockholders than the terms of the alternative transaction previously
announced.                                                          

    For purpose of the definition of alternative transaction condition, the term
"alternative transaction" is deemed to have a 40% threshold rather than the 25% 
threshold described in "No Solicitation" above.                                 

  General Semiconductor must pay Vishay's reasonable, out-of-pocket expenses
relating to the transactions contemplated by the merger agreement in an amount  
not to exceed $1.0 million if Vishay terminates the merger agreement because:   

  - General Semiconductor has breached a covenant or agreement in the merger
      agreement, as described under "Termination", item number 4, above, and the
alternative transaction conditions are not satisfied; or            

- a representation or warranty of General Semiconductor was untrue when 
made, as described under "Termination", item number 4, above.       

  Vishay must pay General Semiconductor's reasonable, out-of-pocket expenses
relating to the transactions contemplated by the merger agreement in an amount  
not to exceed $1.0 million if General Semiconductor terminates the merger       
agreement because Vishay has willfully breached a covenant or agreement or      
because a representation or warranty of Vishay was untrue when made, as         
described under "Termination", item number 4, above.                            

   The fee and/or expenses described above are payable within one business day
after a demand for payment following the occurrence of the event requiring such 
payment. Neither party will be required to pay such fee and/or expenses to the  
other if, immediately prior to the termination of the merger agreement, the     
other was in material breach of its obligations under the merger agreement. The 
fee and/or expenses described above are the sole and exclusive remedy of the    
parties in the event of a termination of the merger agreement, unless the       
termination is in connection with a willful breach or willful misrepresentation.

   The $22.5 million fee is intended, among other things, to compensate Vishay
for its costs, including lost opportunity costs, if certain actions or inactions
by General Semiconductor or its stockholders lead to the abandonment of the     
merger. This may have the effect of increasing the likelihood that the merger   
will be completed in accordance with the terms of the merger agreement. The fee 
may also have the effect of discouraging persons from making an offer to acquire
all of or a significant interest in General Semiconductor by increasing the cost
of any such acquisition.                                                        

AMENDMENT AND WAIVER; PARTIES IN INTEREST                                       

The parties to the merger agreement may amend the merger agreement in   
writing by action taken by or on behalf of their respective boards of directors 
at any time prior to the completion of the merger. However, after approval and  
adoption of the merger agreement by the General Semiconductor                   

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stockholders, the merger agreement cannot be amended without stockholder        
approval, if stockholder approval of the amendment is required by law.          

  At any time prior to the completion of the merger, any party to the merger
agreement may extend the time for the performance of any of the obligations or  
other acts by the other, waive any inaccuracies in the representations and      
warranties contained in the merger agreement or in any document delivered       
pursuant to the merger agreement, or waive compliance with any of the agreements
or conditions contained in the merger agreement. Any such extension or waiver   
will be valid only if set forth in writing by the party or parties granting such
extension or waiver.                                                            

    The merger agreement is binding upon and inures solely to the benefit of the
parties to the merger agreement, and nothing in the merger agreement, expressed 
or implied, confers upon any other person any right, benefit or remedy of any   
nature whatsoever under or by reason of the merger agreement, including, without
limitation, by way of subrogation, other than specified indemnification,        
employment and insurance obligations of Vishay and General Semiconductor        
following the completion of the merger, which are intended for the benefit of   
certain specified officers and directors of General Semiconductor and may be    
enforced by such individuals.                                                   

VOTING AGREEMENTS                                                               

As an inducement to General Semiconductor to enter into the merger      
agreement, on July 31, 2001, Dr. Felix Zandman, Chairman and Chief Executive    
Officer of Vishay, and Mrs. Luella B. Slaner, a member of the Vishay board of   
directors, each entered into a separate voting agreement with General           
Semiconductor. Together, Dr. Zandman and Mrs. Slaner hold or beneficially own a 
total of 2,888,239 shares of Vishay common stock and 14,702,033 shares of Vishay
class B common stock, representing approximately 54% of the outstanding voting  
power of Vishay, as of the date of this joint proxy statement/prospectus.       

  Under the terms of the voting agreements, Dr. Zandman and Mrs. Slaner have
agreed, among other things, to vote all of the Vishay common stock and Vishay   
Class B common stock owned of record or beneficially owned by them or over which
they otherwise have voting control in favor of proposals for:                   

    - the amendment to Vishay's certificate of incorporation increasing Vishay's
authorized common stock; and                                        

- the issuance of shares of Vishay common stock in connection with the  
merger;                                                             

as described under "Conditions to Completion of the Merger" on page 59.         

  These Vishay stockholders have also agreed not to transfer or encumber any
of the Vishay shares owned by them unless the transferee agrees in writing to be
bound by the terms of the voting agreement, provided that no such transfer may  
result in a diminution of the voting power represented by the shares subject to 
the voting agreements.                                                          

The voting agreements will terminate upon the earlier to occur of the   
termination of the merger agreement and the completion of the merger.           

The form of the voting agreements has been filed as an exhibit to the   
registration statement of which this joint proxy statement/prospectus forms a   
part. Stockholders should refer to the full text of the form of voting          
agreements for a complete understanding of its terms.                           

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COMPARATIVE PER SHARE PRICES AND DIVIDENDS

    Each of Vishay common stock and General Semiconductor common stock is listed
and traded on the New York Stock Exchange. Vishay common stock trades under the 
symbol "VSH", and General Semiconductor common stock trades under the symbol    
"SEM". The following table sets forth the high and low sales prices per share of
Vishay common stock and General Semiconductor common stock, as reported on the  
New York Stock Exchange for the quarterly periods presented below. The prices of
the Vishay common stock have been adjusted to reflect a three-for-two stock     
split distributed June 9, 2000, and a five-for-four stock split distributed     
June 22, 1999.                                                                  

                                                        [Enlarge/Download Table]

                                                                                        GENERAL      
                                                                   VISHAY            SEMICONDUCTOR   
                                                                COMMON STOCK         COMMON STOCK    
                                                             -------------------  -------------------
                                                               HIGH       LOW       HIGH       LOW   
                                                             --------   --------  --------   --------
                                                                                                     
1999:                                                                                                
First Quarter...............................................  $ 8.27     $ 5.90    $ 9.63     $ 5.75 
Second Quarter..............................................   14.04       7.80     10.06       6.13 
Third Quarter...............................................   17.50      12.04     12.69       7.50 
Fourth Quarter..............................................   21.33      14.17     15.25       8.25 

2000:                                                                                                
First Quarter...............................................  $40.88     $18.58    $21.63     $12.75 
Second Quarter..............................................   62.63      35.00     21.13      14.75 
Third Quarter...............................................   44.75      26.00     15.88      11.81 
Fourth Quarter..............................................   31.75      13.88     12.63       6.13 

2001:                                                                                                
First Quarter...............................................  $22.75     $13.75    $11.25     $ 6.50 
Second Quarter..............................................   27.98      17.00     13.65       9.25 
Third Quarter (through September 4, 2001)...................   25.26      20.44     13.42       8.66 

 Vishay has never paid cash dividends on its common stock, and it does not
anticipate paying any cash dividends in the foreseeable future. Under the terms 
of the merger agreement, Vishay is not permitted to declare, set aside, make or 
pay any dividend or distribution in respect of its capital stock from the date  
of the merger agreement until the earlier of the termination of the merger      
agreement and completion of the merger.                                         

  General Semiconductor has not paid any dividends since it changed its name
from General Instrument Corporation and spun off its broadband communication    
business and its coaxial and other cable business in July 1997. Under the terms 
of the merger agreement, General Semiconductor is not permitted to declare, set 
aside, make or pay any dividend or distribution in respect of its capital stock 
from the date of the merger agreement until the earlier of the termination of   
the merger agreement and the completion of the merger.                          

  On July 31, 2001, the last trading day prior to the public announcement of
the proposed merger, the closing prices of Vishay common stock and General      
Semiconductor common stock reported on the New York Stock Exchange were $24.05  
per share and $11.26 per share. On September 4, 2001, the most recent           
practicable date prior to the printing of this joint proxy statement/prospectus,
the closing prices of Vishay common stock and General Semiconductor common stock
on the New York Stock Exchange were $22.23 per share and $12.45 per share.      
Stockholders should obtain current market quotations prior to making any        
decision with respect to the merger.                                            

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UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 

The following unaudited pro forma consolidated condensed financial      
statements give pro forma effect to the merger using the purchase method of     
accounting and the assumptions and adjustments set forth in the accompanying    
notes to the pro forma financial statements. This presentation assumes the      
issuance of 21,301,102 shares of Vishay common stock, valued at $23.46 per      
share, in connection with the merger. The pro forma adjustments are subject to  
change pending a final analysis of the fair values of the assets acquired and   
liabilities assumed. The impact of these changes could be material.             

   The unaudited pro forma consolidated condensed statements of operations for
the year ended December 31, 2000 and the six months ended June 30, 2001 are     
based on the individual historical statements of operations of Vishay and       
General Semiconductor and combine the results of operations of Vishay and       
General Semiconductor for the year ended December 31, 2000 and the six months   
ended June 30, 2001, as if the merger had occurred as of January 1, 2000. The   
unaudited pro forma consolidated condensed balance sheet as of June 30, 2001 is 
based on the individual historical balance sheets of Vishay and General         
Semiconductor and gives effect to the merger as if it had occurred on June 30,  
2001.                                                                           

The unaudited pro forma consolidated condensed financial statements are 
based on estimates and assumptions. These estimates and assumptions are         
preliminary and have been made solely for purposes of developing this pro forma 
information. Unaudited pro forma consolidated financial information is presented
for illustrative purposes only and is not necessarily indicative of the combined
financial position or results of operations of future periods or the results    
that actually would have occurred had the merger occurred on the dates          
indicated. The pro forma consolidated financial information does not give effect
to any cost savings or restructuring and integration costs that may result from 
the integration of Vishay's and General Semiconductor's businesses. Costs       
related to restructuring and integration, and any one-time write-off of acquired
in process research and development, have not yet been determined.              

 This unaudited pro forma consolidated financial information is based upon
the respective historical consolidated financial statements of Vishay and       
General Semiconductor and related notes thereto, included or incorporated by    
reference in this joint proxy statement/prospectus and should be read in        
conjunction with those statements and the related notes.                        

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UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE DATA)

                                                        [Enlarge/Download Table]

                                                             SIX MONTHS ENDED JUNE 30, 2001           
                                                  ----------------------------------------------------
                                                                HISTORICAL                            
                                                  HISTORICAL      GENERAL       PRO FORMA    PRO FORMA
                                                    VISHAY     SEMICONDUCTOR   ADJUSTMENTS   COMBINED 
                                                  ----------   -------------   -----------   ---------
                                                                                                      
Net sales........................................   $941.9         $186.0         $   --     $1,127.9 
Cost of products sold............................    642.0          138.9             --        780.9 
                                                    ------         ------         ------     -------- 
Gross profit.....................................    299.9           47.1             --        347.0 

Selling, general and administrative expenses.....    136.4           30.1             --        166.5 
Restructuring expense............................     35.3           12.9             --         48.2 
Amortization of goodwill.........................      5.7            2.6           (2.6)         5.7 
                                                    ------         ------         ------     -------- 
Operating income.................................    122.5            1.5            2.6        126.6 

Other income (expense):                                                                               
Interest expense.................................     (6.9)          (7.8)            --        (14.7)
Other............................................     12.6            0.2             --         12.8 
                                                    ------         ------         ------     -------- 
Earnings before income taxes and minority                                                             
  interest.......................................    128.2           (6.1)           2.6        124.7 

Income taxes.....................................     31.1           (1.8)            --         29.3 
Minority interest................................      3.8             --             --          3.8 
                                                    ------         ------         ------     -------- 
Net income (loss)................................   $ 93.3         $ (4.3)        $  2.6     $   91.6 
                                                    ======         ======         ======     ======== 

Basic earnings (loss) per share..................   $ 0.68         $(0.11)                   $   0.58 
Diluted earnings (loss) per share................   $ 0.67         $(0.11)                   $   0.57 
Weighted average shares outstanding--basic.......    137.7           37.8                       159.0 
Weighted average shares outstanding--diluted.....    140.4           37.8                       162.1 

See accompanying notes. 

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UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE DATA)

                                                        [Enlarge/Download Table]

                                                             YEAR ENDED DECEMBER 31, 2000            
                                                 ----------------------------------------------------
                                                               HISTORICAL                            
                                                 HISTORICAL      GENERAL       PRO FORMA    PRO FORMA
                                                   VISHAY     SEMICONDUCTOR   ADJUSTMENTS   COMBINED 
                                                 ----------   -------------   -----------   ---------
                                                                                                     
Net sales.......................................  $2,465.1        $493.7        $    --     $2,958.8 
Cost of products sold...........................   1,459.8         339.5             --      1,799.3 
                                                  --------        ------        -------     -------- 
Gross profit....................................   1,005.3         154.2             --      1,159.5 

Selling, general and administrative expenses....     297.3          64.9             --        362.2 
Amortization of goodwill........................      11.5           5.1           (5.1)        11.5 
                                                  --------        ------        -------     -------- 
Operating income................................     696.5          84.2            5.1        785.8 

Other income (expense):                                                                              
Interest expense................................     (25.2)        (18.8)            --        (44.0)
Other...........................................      18.9          (0.1)            --         18.8 
                                                  --------        ------        -------     -------- 
Earnings before income taxes and minority                                                            
  interest......................................     690.2          65.3            5.1        760.6 

Income taxes....................................     148.2          18.6             --        166.8 
Minority interest...............................      24.1            --             --         24.1 
                                                  --------        ------        -------     -------- 
Net income......................................  $  517.9        $ 46.7        $   5.1     $  569.7 
                                                  ========        ======        =======     ======== 

Basic earnings per share........................  $   3.83        $ 1.24                    $   3.64 
Diluted earnings per share......................  $   3.77        $ 1.08                    $   3.47 
Weighted average shares outstanding--basic......     135.3          37.6                       156.5 
Weighted average shares outstanding--diluted....     137.5          49.6                       166.0 

See accompanying notes. 

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UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                     JUNE 30, 2001                    
                                                  ----------------------------------------------------
                                                                HISTORICAL                            
                                                  HISTORICAL      GENERAL       PRO FORMA    PRO FORMA
                                                    VISHAY     SEMICONDUCTOR   ADJUSTMENTS   COMBINED 
                                                  ----------   -------------   -----------   ---------
                                                                                                      
Assets                                                                                                
Current assets                                                                                        
  Cash and cash equivalents......................   $  452          $  1           $ --       $  453  
  Accounts receivable............................      389            50             --          439  
  Inventories....................................      603            54             --          657  
  Prepaid expenses and other current assets......      146            12             --          158  
  Deferred income taxes..........................       31            12             --           43  
                                                    ------          ----           ----       ------  
Total current assets.............................    1,621           129             --        1,750  

Net property plant & equipment...................      964           255             --        1,219  

Goodwill.........................................      305           150           (150)         821  
                                                                                    516               
Other assets.....................................       41            47             --           88  
                                                    ------          ----           ----       ------  
Total assets.....................................   $2,931          $581           $366       $3,878  
                                                    ======          ====           ====       ======  

Liabilities and stockholders' equity                                                                  
Current liabilities                                                                                   
  Notes payable to banks.........................   $    4          $ --           $ --       $    4  
  Trade accounts payable.........................       77            37             --          114  
  Other accrued expenses.........................      257            40              3          300  
  Deferred income taxes..........................       --             1             --            1  
                                                    ------          ----           ----       ------  
Total current liabilities........................      338            78              3          419  

Long-term debt...................................      304           231             --          535  
Deferred income taxes............................       74            27             --          101  
Deferred income..................................       54            --             --           54  
Minority interest................................       66            --             --           66  
Other liabilities................................       94            27             --          121  
Accrued pension costs............................       94            33             --          127  
                                                    ------          ----           ----       ------  
Total liabilities................................    1,024           396              3        1,423  

Stockholders' equity                                                                                  
  Common stock...................................       12            --              2           14  
  Class B common stock...........................        2            --             --            2  
  Capital in excess of par value.................    1,319            13            (13)       1,865  
                                                                                    498               
                                                                                     48               
  Treasury stock.................................       --            (7)             7           --  
  Retained earnings..............................      709           179           (179)         709  
  Accumulated other comprehensive loss...........     (134)           --             --         (134) 
  Unearned compensation..........................       (1)           --             --           (1) 
                                                    ------          ----           ----       ------  
Total stockholders' equity.......................    1,907           185            363        2,455  
                                                    ------          ----           ----       ------  
Total liabilities and stockholders' equity.......   $2,931          $581           $366       $3,878  
                                                    ======          ====           ====       ======  

See accompanying notes. 

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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED 
FINANCIAL STATEMENTS

Pro forma adjustments to record the merger as of June 30, 2001 reflect the      
following:                                                                      

- the exchange of 0.563 of a share of Vishay common stock for each of   
    37,834,994 outstanding shares of General Semiconductor common stock. The
Vishay common stock issued was valued based on a price per share of 
    $23.46, which is the average market price of the Vishay common stock for
    the seven-day period beginning three days before the date the merger was
announced;                                                          

  - an increase in equity of $48 million relating to the issuance of options
      to purchase 4,252,899 shares of Vishay common stock in exchange for all of
the 7,553,994 outstanding options to purchase shares of General     
      Semiconductor common stock, based on an average value per share of $11.33,
calculated using the Black-Scholes option pricing model;            

 - an increase in accrued expenses of approximately $3 million relating to
 estimated transaction costs incurred by Vishay in connection with the
merger;                                                             

 - the elimination of $150 million of General Semiconductor's pre-existing
goodwill;                                                           

- the preliminary allocation of the excess of the $551 million purchase 
     price, including transaction costs, over the book value of the net assets
    acquired to goodwill in the amount of $516 million. The final allocation
   of the purchase price will be determined after completion of the merger
based on an evaluation of the fair value of General Semiconductor's 
tangible and identifiable intangible assets acquired and liabilities
assumed at the date of the merger; and                              

- a decrease in stockholders' equity of $185 million relating to the    
   elimination of General Semiconductor's historical stockholders' equity.

Pro forma adjustments to record the merger for the six months ended     
June 30, 2001 and the year ended December 31, 2000 reflect decreases of         
$2.6 million and $5.1 million, respectively, in amortization of goodwill        
relating to the elimination of General Semiconductor's pre-existing goodwill.   

Under Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets", goodwill and intangible assets deemed to have         
indefinite lives will no longer be amortized but will be subject to annual      
impairment tests. Vishay is required to adopt this new standard effective       
January 1, 2002, except that the new rules are effective for any business       
combination completed after June 30, 2001. The pro forma financial statements,  
therefore, do not reflect any amortization expense relating to the goodwill     
arising from the merger. Beginning January 1, 2002, Vishay will no longer record
amortization on it pre-existing goodwill, but no adjustment for this has been   
reflected in the pro forma presentation.                                        

  Pro forma earnings per share have been adjusted to reflect the issuance of
additional shares of Vishay common stock in the merger, based on General        
Semiconductor's historical weighted average shares outstanding for the periods  
presented and an exchange ratio of 0.563 to one. Diluted pro forma earnings per 
share reflect the dilutive effect of Vishay stock options issued in exchange for
General Semiconductor options and, for the year ended December 31, 2000, the    
dilutive effect of the assumed conversion of the 5.75% convertible subordinated 
notes of General Semiconductor into Vishay common stock. Assumed conversion of  
the 5.75% convertible subordinated notes is not reflected in pro forma earnings 
per share for the six months ended June 30, 2001 because the effect would be    
antidilutive.                                                                   

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VISHAY CAPITAL INCREASE PROPOSAL

At the Vishay special meeting, Vishay stockholders are being asked to   
approve an amendment to Vishay's Amended and Restated Certificate of            
Incorporation increasing the authorized number of shares of common stock from   
150,000,000 to 300,000,000 and increasing the authorized number of shares of    
Class B common stock from 20,000,000 to 40,000,000. Under the terms of the      
merger agreement, Vishay is required to solicit the approval of its stockholders
for an increase in the number of authorized shares of common stock sufficient   
for the issuance of shares in connection with the merger. This includes not only
the shares directly issuable in the merger but also shares issuable upon        
conversion of General Semiconductor's convertible notes, which following the    
merger will be convertible into shares of Vishay common stock, and shares       
issuable upon exercise of General Semiconductor stock options, which following  
the merger will be exercisable for shares of Vishay common stock. See           
"Recommendation of the Board of Directors of Vishay; Reasons of Vishay for the  
Merger" beginning on page 43. For the reasons described in this section, Vishay 
is requesting stockholders to approve an increase in the authorized capital of  
Vishay that exceeds the minimum required under the merger agreement.            

   Vishay now has 150,000,000 authorized shares of common stock, none of which
is available for future issuance. After allowing for the outstanding shares of  
Vishay common stock, the number of remaining authorized shares is not sufficient
to allow for the issuance of all the shares of common stock issuable upon the   
conversion of Vishay's Class B common stock and Vishay's convertible debt       
securities and upon exercise of all outstanding Vishay options. The number of   
shares needed to satisfy the requirements of all of these conversions and       
exercises exceeds the number of authorized shares of Vishay common stock by     
approximately 2,796,000 shares. Thus, in addition to the need to authorize      
approximately 21,301,000 additional shares of common stock for issuance in      
connection with the merger, Vishay must increase the number of authorized shares
in order to fulfill its obligation to reserve for issuance a number of shares of
Vishay common stock sufficient to cover the conversion or exercise of all       
currently outstanding convertible securities and options.                       

 Vishay is proposing to increase the authorized number of shares of common
stock beyond the number needed for issuances in connection with the merger and  
under the terms of outstanding convertible securities and options. Vishay       
believes that this increase is advisable in order to give Vishay the necessary  
flexibility to issue common stock when and as Vishay's board of directors       
determines that it is in the interests of Vishay to do so. These circumstances  
are likely to include:                                                          

   - future acquisitions in which Vishay's shares are exchanged for those of a
target company;                                                     

   - future offerings by Vishay of common stock or securities convertible into
or exchangeable for common stock;                                   

- future stock splits and stock dividends;                              

- future option grants to employees; and                                

- assumption of options and/or convertible securities issued by acquired
companies in future acquisitions.                                   

In addition to an increase in the number of authorized shares of common 
stock, Vishay is proposing to increase the authorized number of shares of       
Class B common stock. The purpose of the increase is to have a sufficient number
of these shares available for future stock splits and stock dividends. Under    
Vishay's certificate of incorporation, Vishay may not issue shares of common    
stock in a stock split or stock dividend in respect of the common stock unless a
proportional stock split or dividend is declared on the Class B common stock.   

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AUTHORIZED AND OUTSTANDING CAPITAL STOCK                                        

There are currently authorized 150,000,000 shares of common stock and   
20,000,000 shares of Class B common stock. As of August 31, 2001, 122,447,546   
shares of common stock were issued and outstanding, after deducting the 274,173 
shares in treasury, and 15,496,634 shares of Class B common stock were issued   
and outstanding, after deducting the 279,453 shares in treasury. Treasury shares
are classified as issued but not outstanding. Vishay also has 1,000,000         
authorized shares of preferred stock, none of which is outstanding.             

In addition to the outstanding shares:                                  

- 15,496,634 shares of common stock are issuable upon conversion of the 
Class B common stock;                                               

- 9,717,724 shares of common stock are issuable upon conversion of the  
Vishay's LYONs, the convertible debt securities described below; and

    - 1,390,781 shares of common stock are issuable upon the exercise of options
  granted under Vishay's 1997 stock option plan, and 3,748,672 shares of
common stock are issuable upon the exercise of options granted under
Vishay's 1998 stock option plan.                                    

   No options to acquire additional shares of common stock may be issued under
the 1997 plan, and options to acquire a total of 760,000 additional shares of   
common stock may be issued under the 1998 plan.                                 

   Vishay effected a three-for-two stock split by means of a stock dividend on
June 9, 2000 and a five-for-four stock split by means of a stock dividend on    
June 22, 1999. Vishay also issued a 5% stock dividend on June 11, 1998.         

In May 2000, Vishay issued 8,392,500 shares of common stock in an       
underwritten public offering at a price of $49.00 per share (adjusted to reflect
the June 2000 stock split). Vishay has filed a "shelf" registration statement   
for the issuance of up to $1 billion of equity and debt securities. This        
registration statement has not been declared effective by the SEC.              

THE CLASS B COMMON STOCK                                                        

    Pursuant to section 2(E) of Vishay's certificate of incorporation, shares of
Class B common stock are convertible into shares of common stock on a           
one-for-one basis at any time at the election of the holder. The Class B common 
stock is not transferable except to a holder's spouse, various of a holder's    
relatives, various trusts established for the benefit of a holder, a holder's   
spouse or relatives, corporations and partnerships beneficially owned and       
controlled by such holder, such holder's spouse or relatives, charitable        
organizations and such holder's estate. Upon any transfer made in violation of  
these restrictions, shares of Class B common stock will be automatically        
converted into shares of common stock on a one-for-one basis.                   

  Except in connection with stock splits and stock dividends, Vishay may not
issue additional shares of Class B common stock unless authorized by the vote of
the holders of a majority of the common stock and a majority of the Class B     
common stock, each voting separately as a class.                                

  You are urged to read Vishay's certificate of incorporation for a complete
description of the terms of the Class B common stock. A copy of Vishay's        
certificate of incorporation is incorporated by reference into the registration 
statement of which this joint proxy statement/prospectus forms a part.          

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THE LYONS                                                                       

On June 4, 2001, Vishay completed the private offering of a series of   
zero-coupon convertible subordinated notes due 2021, known as Liquid Yield      
Option-TM- Notes, or LYONs. The LYONs have a yield to maturity of 3.0%, computed
on a semi-annual bond-equivalent basis, and Vishay is required to pay contingent
cash interest to the holders of LYONs under specified circumstances. The LYONs  
were issued at a price of $551.26 per LYON, which is 55.126% of the principal   
amount at maturity. The gross proceeds from the offering were approximately     
$303.2 million. The net proceeds from the offering were approximately           
$294.1 million. The principal amount of the LYONs at maturity is $550 million.  

  The LYONs are convertible into common stock at a rate of 17.6686 shares of
common stock per $1,000 principal amount at maturity of the LYONs. In total, the
LYONs are convertible into approximately 9.7 million shares of common stock. The
conversion ratio is subject to adjustment in some circumstances. Holders may    
convert each of their LYONs into shares of common stock at any time on or before
the maturity date. The LYONs are not convertible into Class B common stock.     

    Vishay agreed, for the benefit of holders of the LYONs, to file with the SEC
within 90 days after the date of the original issue of the LYONs a shelf        
registration statement covering resales of the LYONs and the shares of common   
stock issuable upon conversion of the LYONs. Vishay has agreed to use its       
reasonable efforts to cause the registration statement to become effective      
within 180 days after the date of the original issue of the LYONs and to keep   
such shelf registration statement effective until the earlier of (1) the sale   
pursuant to the shelf registration statement of all the LYONs and the shares of 
common stock issuable upon conversion of the LYONs and (2) the expiration of the
holding period applicable to those securities held by non-affiliates of Vishay  
under Rule 144(k) under the Securities Act, or any successor provision, subject 
to specified permitted exceptions. The registration statement has been filed    
with the SEC but has not yet been declared effective.                           

At the time of the issuance of the LYONs, the Siliconix exchange offer  
referred to below was pending. After reserving for the shares issuable in the   
exchange offer, the number of authorized but unissued shares of common stock was
smaller than the number of shares issuable upon conversion of the LYONs and of  
all outstanding shares of Class B common stock. Therefore, various officers and 
directors of Vishay owning an aggregate of 11,886,200 shares of Class B common  
stock agreed that, until the time when Vishay's certificate of incorporation is 
amended to authorize enough additional shares of common stock, they would       
neither exercise their right to convert their Class B common stock into common  
stock, nor effect any transfer of their Class B common stock nor take any other 
action that would cause the automatic conversion of their Class B common stock  
into common stock. Various executive officers also agreed at the time not to    
exercise outstanding options held by them to acquire common stock, except to the
extent that authorized common stock was available for exercise after providing  
for any potential conversion of the LYONs and potential exchange of Siliconix   
common stock.                                                                   

THE SILICONIX OFFER AND OTHER POSSIBLE TRANSACTIONS                             

On May 25, 2001, Vishay commenced an offer to exchange 1.5 shares of its
common stock for each share of common stock of Siliconix not already owned by   
Vishay. This exchange offer expired on July 5, 2001. The exchange offer was     
conditioned on there having been tendered, and not withdrawn prior to the       
expiration of the offer, a majority of the shares of Siliconix common stock not 
already owned by Vishay. Because only approximately 40% of the publicly held    
shares of Siliconix common stock were tendered pursuant to the offer, the offer 
expired without Vishay accepting any of the tendered shares.                    

------------------------                                                        

-TM- Trademark of Merrill Lynch & Co., Inc.                                     

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Vishay looks at acquisition opportunities in the ordinary course of its 
business from time to time. Vishay believes that it is advisable and in the best
interest of Vishay to have authorized stock available for acquisitions in which 
the consideration to be paid to target stockholders is payable wholly or        
partially in shares of Vishay common stock. Other than the proposed merger with 
General Semiconductor, there is no transaction under consideration at the       
present time which would require the issuance of shares by Vishay.              

Vishay also believes that it is in its best interest to have available  
authorized shares for issuance in the public or private markets if opportunities
occur for the sale on financially attractive terms of shares or securities      
convertible into shares. Often the window of opportunity for the issuance of    
securities on favorable terms is narrow. By having available sufficient amounts 
of authorized equity capital, Vishay will be positioned to take advantage of    
these market opportunities when they arise. Vishay has no specific current plans
for the issuance of additional securities in the capital markets.               

The rules of the New York Stock Exchange on which the shares of Vishay's
common stock are listed require stockholder approval for the issuance of shares 
in some circumstances, notwithstanding that such shares are authorized for      
issuance under Vishay's organizational documents. Vishay will seek separate     
stockholder approval for the issuance of shares in those circumstances.         

MISCELLANEOUS                                                                   

Subject to applicable laws and regulations, Vishay does not intend to   
solicit further consents from the holders of common stock for the issuance of   
the common stock authorized by the amendment.                                   

No holder of shares of common stock is entitled as such, as a matter of 
right, to subscribe for or purchase any part of any new or additional issue of  
any stock of any class, series or kind whatsoever, or to subscribe for or       
purchase securities convertible into stock of any class, series or kind         
whatsoever.                                                                     

    THE BOARD OF DIRECTORS OF VISHAY UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS OF
VISHAY VOTE FOR THE PROPOSAL TO INCREASE THE AUTHORIZED CAPITAL OF VISHAY.      

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COMPARISON OF RIGHTS OF STOCKHOLDERS OF GENERAL SEMICONDUCTOR AND VISHAY

After the merger, stockholders of General Semiconductor will become     
stockholders of Vishay. Their rights will then be governed by the Vishay        
certificate of incorporation and bylaws. Presently, General Semiconductor       
stockholders' rights are governed by the General Semiconductor certificate of   
incorporation and bylaws. Both companies are incorporated in Delaware, so the   
Delaware General Corporation Law will continue to govern the rights of General  
Semiconductor stockholders after the merger. The following summary discusses the
material differences between the General Semiconductor certificate of           
incorporation and bylaws and the Vishay certificate of incorporation and bylaws.
This summary is not, however, a complete statement of all differences between   
rights of the holders of Vishay common stock and General Semiconductor common   
stock and is qualified by the full text of each document and the Delaware       
General Corporation Law. For information as to how to obtain copies of each     
company's certificate of incorporation and bylaws, see "Where You Can Find More 
Information" on page i.                                                         

CAPITALIZATION                                                                  

AUTHORIZED AND OUTSTANDING CAPITAL STOCK                                

General Semiconductor has two classes of authorized capital stock,      
designated "new common stock" and "preferred stock," each with a par value of   
$0.01 per share. General Semiconductor is authorized to issue 400,000,000 shares
of common stock, and as of August 31, 2001 there were 37,834,994 shares of      
common stock outstanding. General Semiconductor is authorized to issue          
20,000,000 shares of preferred stock, with any rights that the board of         
directors of General Semiconductor may determine, and has designated a          
"Series A Junior Participating Preferred Stock" consisting of 400,000 shares    
issuable upon exercise of the preferred stock purchase rights issued under      
General Semiconductor's rights agreement. However, there are no shares of       
General Semiconductor preferred stock outstanding.                              

   Vishay has three classes of authorized stock, designated "common stock" and
"Class B convertible common stock," each with a par value of $0.10 per share,   
and "preferred stock" with a par value of $1.00 per share. Vishay is authorized 
to issue 150,000,000 shares of common stock, and as of August 31, 2001, there   
were 122,447,546 shares of common stock outstanding, after deducting shares held
in treasury. Vishay is authorized to issue 20,000,000 shares of Class B common  
stock, and as of August 31, 2001, there were 15,496,634 shares of Class B common
stock outstanding, after deducting shares held in treasury. Further, Vishay is  
authorized to issue 1,000,000 shares of preferred stock, with any rights the    
board of directors of Vishay may determine. However, there are no shares of     
Vishay preferred stock outstanding.                                             

   Vishay's Class B common stock is convertible into shares of common stock on
a one-to-one basis at any time at the option of the holder. The Class B common  
stock is not transferable except to a holder's spouse, various relatives of a   
holder, various trusts established for the benefit of a holder, a holder's      
spouse or relatives, corporations and partnerships beneficially owned and       
controlled by the holder, the holder's spouse or relatives, charitable          
organizations and the holder's estate. Upon any transfer made in violation of   
these restrictions, shares of Class B common stock will be automatically        
converted into shares of common stock on a one-for-one basis.                   

Holders of Vishay's common stock and Class B common stock, after any    
required payment on shares of preferred stock, are entitled to receive, and     
share ratably, on a per-share basis, all dividends and other distributions      
declared by the board of directors of Vishay. In the event of a stock dividend  
or distribution, holders of common stock will receive shares of common stock and
holders of Class B common stock will receive shares of Class B common stock.    
Neither the common stock nor the Class B common stock may be split, divided or  
combined unless the other is split, divided or combined equally.                

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VOTING RIGHTS                                                           

 Holders of General Semiconductor common stock are entitled to one vote on
all matters submitted to General Semiconductor stockholders for their approval  
for each share of common stock held, including the election of directors. There 
are no cumulative voting rights.                                                

Holders of Vishay common stock are entitled to one vote on all matters  
submitted to Vishay stockholders for their approval for each share of common    
stock held, including the election of directors. Holders of Vishay Class B      
common stock are entitled to ten votes on all matters submitted to Vishay       
stockholders for their approval for each share of Class B common stock held. The
common stock and the Class B common stock vote together as one class on all     
matters subject to stockholder approval; provided, however, that the approval of
the holders of a majority of the outstanding shares of common stock and of      
Class B common stock, each voting separately as a class, is required to         
authorize issuances of additional shares of Class B common stock other than in  
connection with stock splits and stock dividends. Vishay also does not have     
cumulative voting rights.                                                       

BOARD OF DIRECTORS                                                              

BOARD SIZE                                                              

    Under the certificate of incorporation of General Semiconductor, the size of
General Semiconductor's board of directors is determined by the bylaws.         
Currently, General Semiconductor's bylaws provide that the number of members of 
the board of directors shall be between one and twenty-one, the exact number of 
which is to be fixed from time to time by affirmative vote of a majority of the 
entire board of directors. At present, the size of the General Semiconductor    
board of directors has been fixed at six. Following the resignation in          
July 2001 of Professor Gerald T. Wrixon, the board of directors currently       
consists of five members.                                                       

   According to the bylaws of Vishay, the number of directors shall be between
three and fifteen, except that, where all the shares of stock of the corporation
are owned beneficially and of record by less than three stockholders, the number
of directors may be less than three but not less than the number of such        
stockholders. Subject to the foregoing limitation, the number of directors may  
be fixed from time to time by action of the stockholders or of the directors,   
or, if the number is not fixed, the number shall be three. The number of        
directors may be increased or decreased by action of the stockholders or the    
directors. At present, the size of the Vishay board of directors has been fixed 
at thirteen, and there are currently thirteen board members. Upon the completion
of the merger, Vishay will expand the size of the board to fourteen and elect   
Ronald A. Ostertag to the board.                                                

BOARD CLASSIFICATION                                                    

Neither the board of directors of General Semiconductor nor the board of
directors of Vishay is divided into classes. Accordingly, all directors for both
companies are elected at each annual meeting of each company's stockholders.    

REMOVAL OF DIRECTORS                                                    

    According to the General Semiconductor certificate of incorporation, subject
to the rights, if any, of the holders of shares of preferred stock outstanding, 
any or all of the directors may be removed from office, with or without cause,  
at any time by the affirmative vote of the holders of a majority of the         
outstanding shares of General Semiconductor then entitled to vote generally in  
the election of directors.                                                      

  According to the Vishay bylaws, any or all of the directors may be removed
for cause or without cause by the stockholders. Directors may be removed for    
cause by the board of directors.                                                

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BOARD VACANCIES                                                         

Under the bylaws of General Semiconductor, any vacancy in the board of  
directors, whether arising from death, resignation, removal (with or without    
cause), an increase in the number of directors or any other cause, may be filled
by the vote of a majority of the directors then in office (even if less than a  
quorum), or by the sole remaining director or by the stockholders at the next   
annual meeting or at a special meeting. Each director so elected shall hold     
office until such director's successor shall have been elected and qualified.   

Under the bylaws of Vishay, any vacancy may be filled by the vote of a  
majority of the remaining directors then in office, although less than a quorum,
or by the sole remaining director.                                              

STOCKHOLDERS MEETINGS                                                           

STOCKHOLDER ACTION BY WRITTEN CONSENT                                   

  Under the General Semiconductor bylaws, any action required to be taken or
which may be taken at any annual or special meeting of the stockholders of      
General Semiconductor may be taken without a meeting and without a vote, if a   
written consent, setting forth the action so taken, is signed by the holders of 
outstanding stock having at least the minimum number of votes that would be     
necessary to authorize or take that action at a meeting at which all shares     
entitled to vote were present and voted. Prompt notice of the taking of the     
corporate action without a meeting by less than the unanimous written consent is
required to be given to those stockholders who have not consented in writing.   

    The General Semiconductor bylaws provide that any person seeking to have the
stockholders take corporate action by written consent shall, by written notice, 
request the board of directors to fix a record date. The record date shall not  
precede the date the board resolution fixing the record date is adopted and     
shall not be more than ten days after the date the board resolution fixing the  
record date is adopted. If no record date has been fixed pursuant to the        
preceding sentence or otherwise within ten business days after the date on which
such a request is received, and if no prior action by the board of directors is 
required by applicable law, the record date shall be the first date on which a  
signed written consent setting forth the action taken or proposed to be taken is
delivered to General Semiconductor. If no record date has been fixed by the     
board of directors and prior action is required by applicable law, the record   
date shall be the close of business on the date on which the board of directors 
adopts the resolution taking the prior action.                                  

General Semiconductor's bylaws provide that, if a written consent is    
delivered to General Semiconductor, the secretary of General Semiconductor shall
provide for the safe-keeping of the consent and shall conduct such reasonable   
investigation deemed necessary for determining the validity of the consent.     
However, if the consent relates to the election, designation, appointment,      
removal or replacement of a board member, the secretary is required to engage   
nationally recognized inspectors of elections to perform these actions.         

  The Vishay certificate of incorporation and bylaws provide that any action
required to be taken, or any action which may be taken at any meeting of        
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing setting forth the action so taken is signed by the
holders of the outstanding stock having at least the minimum number of votes    
that would be necessary to authorize or take such action at a meeting at which  
all shares entitled to vote were present and voted. Prompt notice of the taking 
of the corporate action without a meeting by less than unanimous written consent
is also required to be given to those stockholders who have not consented in    
writing.                                                                        

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ABILITY TO CALL SPECIAL MEETINGS                                        

  Under General Semiconductor's bylaws, special meetings of stockholders may
be called by the board of directors, the chairman of the board of directors or  
the president. A special meeting shall be called by the secretary upon the      
request in writing of a stockholder or stockholders holding of record at least a
majority of the voting power of the issued and outstanding shares of capital    
stock of General Semiconductor entitled to vote at such meeting.                

    Under Vishay's bylaws, special meetings of stockholders may be called by the
directors or by any officer instructed by the directors to call the meeting.    

QUORUM REQUIREMENTS                                                     

   The General Semiconductor bylaws provide that, except as otherwise provided
by applicable law or the certificate of incorporation, the holders of a majority
of the voting power of the issued and outstanding shares of capital stock of    
General Semiconductor entitled to vote shall constitute a quorum at all meetings
of stockholders.                                                                

  The Vishay bylaws provide that, except as otherwise provided by applicable
law or the bylaws, the holders of a majority of the outstanding shares of stock 
entitled to vote shall constitute a quorum at a meeting of stockholders.        

ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS                     

Under the bylaws of General Semiconductor, stockholder nominations of   
directors will not be considered at any meeting of General Semiconductor        
stockholders unless timely made. Stockholder nominations of directors are timely
made only if delivered to General Semiconductor's principal executive offices   
(1) in the case of an annual meeting, at least 60 days, but not more than       
90 days, before the date of the annual meeting; provided, however, that in the  
event that less than 70 days' notice or prior public disclosure of the date of  
the annual meeting is given or made to stockholders, to be timely, notice must  
be received no later than the earlier to occur of the close of business 10 days 
after the date notice of the annual meeting was mailed or public disclosure of  
the date of the annual meeting was made; and (2) in the case of a special       
meeting for the election of directors, the close of business 10 days after the  
earlier to occur of the date that notice of the special meeting was mailed or   
public disclosure of the date of the special meeting was made. In addition,     
valid stockholder nominations of directors must contain detailed information    
regarding the nominees for election to the board of directors.                  

The certificate of incorporation and bylaws of Vishay do not have any   
advance notice provisions for election of directors.                            

 ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT ANNUAL MEETING

Under the bylaws of General Semiconductor, business will not be brought 
before an annual meeting by a stockholder proposal unless the proposal to bring 
that business before the meeting is timely made. Stockholder proposals for      
business to be transacted are timely made only if such proposals are delivered  
to General Semiconductor's principal executive offices at least 60 days, but not
more than 90 days, before the date of the annual meeting; provided, however,    
that in the event that less than 70 days' notice or prior public disclosure of  
the date of the annual meeting is given or made to stockholders, to be timely,  
notice must be received by General Semiconductor no later than the close of     
business 10 days after the earlier to occur of the date notice of the annual    
meeting was mailed or public disclosure of the date of the annual meeting was   
made. In addition, valid stockholder proposals for business to be transacted at 
an annual meeting must contain detailed information regarding each matter that  
such stockholder proposes to bring before the annual meeting.                   

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The certificate of incorporation and bylaws of Vishay do not have any   
advance notice provisions for the conduct of business.                          

AMENDMENTS TO ORGANIZATIONAL DOCUMENTS                                          

CERTIFICATE OF INCORPORATION                                            

Under General Semiconductor's certificate of incorporation, General     
Semiconductor has reserved the right to rescind, amend, alter, change or repeal 
any provision of its certificate of incorporation in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders by the        
certificate of incorporation are granted subject to this reservation.           

   The Vishay certificate of incorporation provides that any of its provisions
may be amended, altered or repealed and any other provisions authorized under   
applicable law may be added or inserted as allowed by such law, and all rights  
conferred upon stockholders by the certificate of incorporation are granted     
subject to such provision.                                                      

BYLAWS                                                                  

Under General Semiconductor's certificate of incorporation, the board of
directors of General Semiconductor is authorized to adopt, repeal, alter, amend 
or rescind the bylaws of General Semiconductor. In addition, the bylaws may be  
adopted, repealed, altered, amended or rescinded by the affirmative vote of a   
majority of the outstanding stock of General Semiconductor that is entitled to  
vote.                                                                           

  Vishay's certificate of incorporation and bylaws provide that the power to
amend, alter and repeal the bylaws and adopt new bylaws is vested in the board  
of directors; provided, that the board of directors may delegate such power, in 
whole or in part, to the stockholders; and provided further, that any bylaw,    
other than an initial bylaw, which provides for staggered terms, shall be       
adopted by the stockholders.                                                    

LIMITATION OF LIABILITY OF DIRECTORS                                            

Both General Semiconductor's certificate of incorporation and Vishay's  
certificate of incorporation provide that no director will be personally liable 
for monetary damages for breach of fiduciary duties, except for liability       
(1) for any breach of the director's duty of loyalty to the corporation or its  
stockholders; (2) for acts or omissions not in good faith or involving          
intentional misconduct or knowing violations of law; (3) under section 174 of   
the Delaware General Corporation Law concerning unlawful dividends and stock    
repurchases and redemptions; or (4) for any transaction from which the director 
derived an improper personal benefit.                                           

  In addition, General Semiconductor's certificate of incorporation provides
that if the Delaware General Corporation Law is amended to authorize the further
elimination or limitation of the liability of a director, then the liability of 
General Semiconductor's directors will be eliminated or limited to the fullest  
extent permitted by the Delaware General Corporation Law as so amended. General 
Semiconductor's certificate of incorporation also provides that repeal or       
modification of the exculpation provisions described in the preceding paragraph 
will not apply to or effect the liability of any director for or with respect to
any acts occurring prior to such amendment or repeal.                           

INDEMNIFICATION OF DIRECTORS AND OFFICERS                                       

The certificate of incorporation of General Semiconductor provides that 
General Semiconductor shall, to the fullest extent permitted by law, indemnify  
any person who is or was involved in any manner in any threatened, pending or   
completed investigation, claim, action, suit or proceeding, whether civil,      
criminal, administrative or investigative, because the person is or was a       
director or officer                                                             

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of General Semiconductor, or is or was serving another entity in such capacity  
at the request of General Semiconductor, against all expenses and liabilities   
actually and reasonably incurred by the person in connection with his or her    
defense or settlement (including attorneys' fees).                              

  Under General Semiconductor's bylaws, General Semiconductor must indemnify
and hold harmless, to the fullest extent permitted by law, each person who was  
or is made a party or is threatened to be made a party to or is involved in any 
threatened, pending or completed action, suit, arbitration, alternative dispute 
resolution mechanism, investigation, administrative hearing or any other        
proceeding, whether civil, criminal, administrative or investigative brought by 
reason of the fact that such person is or was a director or officer of General  
Semiconductor or is or was serving at the request of General Semiconductor as a 
director or officer of another corporation or of a partnership, joint venture,  
trust or other enterprise, including service with respect to an employee benefit
plan, whether the basis of the proceeding is alleged action in an official      
capacity as a director or officer or in any other capacity while serving as such
director or officer. General Semiconductor is required to pay, in advance of a  
final disposition, all expenses (including attorneys' fees) incurred (or        
reasonably expected to be incurred within three months) in connection with any  
proceeding within twenty days of receipt of a statement requesting such advance 
reasonably evidencing the expenses incurred (or reasonably expected to be       
incurred) and accompanied by a written undertaking to repay such expenses if it 
is ultimately determined that the person is not entitled to indemnification     
under General Semiconductor's bylaws.                                           

  In the case of a derivative action, General Semiconductor's organizational
documents provide that no indemnification shall be made for matters as to which 
Delaware law expressly prohibits indemnification by reason of an adjudication of
liability on the indemnitee unless and only to the extent that the Court of     
Chancery of the State of Delaware or the court in which that action or suit was 
brought shall determine that, despite the adjudication of liability but in view 
of all the circumstances of the case, the indemnitee is fairly and reasonably   
entitled to indemnity for such expenses which the Court of Chancery or other    
court shall deem proper.                                                        

  The certificate of incorporation of Vishay provides that every person (and
their heirs, executors and administrators) who is or was a director, officer,   
employee or agent of Vishay or of any other company, including another          
corporation, partnership, joint venture, trust or other enterprise in which that
person serves or served as such at the request of Vishay, shall be indemnified  
by Vishay, in the circumstances described in the following sentence, against all
judgments, payments in settlement (whether or not approved by a court), fines,  
penalties and other reasonable costs and expenses (including fees and           
disbursements of counsel) imposed upon or incurred by the person in connection  
with or resulting from any action, suit, proceeding, investigation or claim,    
civil, criminal, administrative, legislative or other, or any appeal relating   
thereto, which is brought or threatened either by or in the right of Vishay or  
the other company or by any other person, governmental authority or             
instrumentality and in which the person is made a party to or is otherwise      
involved because of his or her being or having been such director, officer,     
employee or agent or by reason of any action or omission by the person in such  
capacity.                                                                       

The person is entitled to indemnification if:                           

  - he or she is wholly successful, on the merits or otherwise, in defending
the action; or                                                      

    - in the judgment of a court of competent jurisdiction 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 (not                          

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    including any director who is a party to or is otherwise involved in the
   action) or, in the absence of a disinterested quorum, in the opinion of
independent legal counsel:                                          

 - in the case of a derivative action, the person acted in good faith in
      what he or she reasonably believed to be the best interest of Vishay and
was not adjudged liable to Vishay or such other company; or       

  - in the case of a third party action, the person acted in good faith in
     what he or she reasonably believed to be in the best interest of Vishay
   or such other company, and, in any criminal action, had no reasonable
cause to believe that his or her action was unlawful.             

 In the case of a derivative action, the Vishay's organizational documents
provide that indemnification shall not be made unless (1) a court of competent  
jurisdiction has approved the settlement, if any, and the reimbursement of the  
payment or (2) if the court in which the action has been instituted lacks       
jurisdiction to grant the approval or the action is settled before the          
institution of judicial proceedings, in the opinion of independent legal counsel
the applicable standard of conduct described above has been met, the action was 
without substantial merit, the settlement was in the best interest of Vishay or 
such other company and the reimbursement of the payment is permissible under    
applicable law.                                                                 

Vishay's certificate of incorporation provides that the directors may   
authorize the advancement of amounts necessary to cover the reasonable costs and
expenses incurred prior to final disposition to the extent permitted under      
Delaware law.                                                                   

DELAWARE BUSINESS COMBINATION LAW                                               

General Semiconductor and Vishay are each subject to the provisions of  
section 203 of the Delaware General Corporation Law. Section 203 of the Delaware
General Corporation Law generally prohibits a Delaware corporation from engaging
in a "Business Combination", defined as a variety of transactions, including    
mergers, assets sales, issuance of stock and other transactions resulting in a  
financial benefit to the interested stockholder, with an "interested            
stockholder", defined generally as a person that is the beneficial owner of 15% 
or more of a corporation's outstanding voting stock, for a period of three years
following the date that such person became an interested stockholder unless     
certain conditions are met. Under section 203, a corporation may waive the      
protective provisions of section 203 in its certificate of incorporation or     
bylaws. However, neither Vishay nor General Semiconductor has so waived the     
provisions of section 203.                                                      

STOCKHOLDER RIGHTS PLAN                                                         

 General Semiconductor has in place a stockholder rights plan. In general,
pursuant to the rights plan, upon the occurrence of specified triggering events,
such as the acquisition by any person of the beneficial ownership of securities 
representing 15% or more of the outstanding General Semiconductor common stock  
without the prior approval or recommendation of the General Semiconductor board,
each holder of a General Semiconductor right will have the right to receive,    
upon exercise of the General Semiconductor right, that amount of General        
Semiconductor common stock having a market value equal to two times the exercise
price of the General Semiconductor right. Under some circumstances, General     
Semiconductor may redeem the General Semiconductor right for a redemption price 
of $0.01 per General Semiconductor right. The General Semiconductor rights      
expire after January 6, 2007.                                                   

On July 31, 2001, General Semiconductor's board of directors amended the
rights agreement to provide that the merger would not trigger the provisions of 
the rights agreement by excluding Vishay or Vishay Acquisition Corp. from the   
definition of "Acquiring Person" solely in connection with the execution of the 
merger agreement and completion of the merger.                                  

Vishay does not have in place a stockholder rights plan.                

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LEGAL MATTERS 

 The validity of the shares of Vishay common stock to be issued to General
Semiconductor stockholders in connection with the merger and certain United     
States federal income tax matters in connection with the merger will be passed  
upon by Kramer Levin Naftalis & Frankel LLP, New York, New York, special counsel
to Vishay. Certain United States federal income tax matters in connection with  
the merger will be passed upon for General Semiconductor by Fried, Frank,       
Harris, Shriver & Jacobson, a partnership including professional corporations,  
New York, New York, special counsel to General Semiconductor.                   

EXPERTS 

The consolidated financial statements of Vishay Intertechnology, Inc.   
appearing in Vishay's Annual Report (Form 10-K) for the year ended December 31, 
2000 have been audited by Ernst & Young LLP, independent auditors, as set forth 
in their report thereon included therein and incorporated herein by reference.  
Such consolidated financial statements are incorporated herein by reference in  
reliance upon such report given on the authority of such firm as experts in     
accounting and auditing.                                                        

The consolidated financial statements of General Semiconductor, Inc.    
incorporated in this joint proxy statement/prospectus by reference from the     
Annual Report on Form 10-K of General Semiconductor for the year ended          
December 31, 2000 have been audited by Deloitte & Touche LLP, independent       
auditors, as stated in its report which is incorporated herein by reference, and
have been so incorporated in reliance upon the report of such firm given upon   
their authority as experts in accounting and auditing.                          

SUBMISSION OF STOCKHOLDER PROPOSALS 

VISHAY.  Stockholder proposals that are intended to be presented at the 
Vishay 2002 Annual Meeting of Stockholders should be sent to Vishay at 63       
Lincoln Highway, Malvern, Pennsylvania 19355-2120 and must be received on or    
prior to January 23, 2002 to be eligible for inclusion in Vishay's proxy        
statement and form of proxy to be used in connection with the 2002 annual       
meeting. These proposals must also meet the requirements set forth in the rules 
and regulations of the SEC in order to be eligible for inclusion in Vishay's    
proxy statement for its 2002 Annual Meeting of Stockholders.                    

    GENERAL SEMICONDUCTOR.  Due to the anticipated merger, General Semiconductor
does not currently expect to hold a 2002 annual meeting of stockholders, as     
General Semiconductor will be owned by Vishay if the merger is completed. If the
merger is not completed and an annual meeting is later held, stockholder        
proposals for inclusion in the proxy materials for that meeting must submit the 
proposal(s) in writing by notice delivered or mailed by first-class United      
States mail, postage prepaid, to the Secretary, General Semiconductor, Inc., 10 
Melville Park Road, Melville, New York 11747, which notice must be received no  
later than December 1, 2001. These proposals also must meet the other           
requirements of the rules of the SEC relating to stockholder proposals.         

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                                                                         ANNEX A

AGREEMENT AND PLAN OF MERGER
BY AND AMONG
VISHAY INTERTECHNOLOGY, INC.
VISHAY ACQUISITION CORP.
AND 
GENERAL SEMICONDUCTOR, INC. 

Dated as of July 31, 2001 

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TABLE OF CONTENTS 

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                                                                               PAGE  
                                                                             --------
                                                                                     
ARTICLE I       THE MERGER..................................................    A-5  
  SECTION 1.01. The Merger..................................................    A-5  
  SECTION 1.02. Effective Time..............................................    A-5  
  SECTION 1.03. Effect of the Merger........................................    A-5  
  SECTION 1.04. Certificate of Incorporation; Bylaws........................    A-5  
  SECTION 1.05. Directors and Officers......................................    A-6  
  SECTION 1.06. Effect on Securities, Etc...................................    A-6  
  SECTION 1.07. Exchange of Shares..........................................    A-7  
  SECTION 1.08. Stock Transfer Books........................................    A-8  
  SECTION 1.09. No Further Ownership Rights in Company Common Stock.........    A-8  
  SECTION 1.10. Lost, Stolen or Destroyed Certificates......................    A-9  
  SECTION 1.11. Tax Consequences............................................    A-9  
  SECTION 1.12. Taking of Necessary Action; Further Action..................    A-9  

ARTICLE II      REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............    A-9  
  SECTION 2.01. Organization and Qualification; Subsidiaries................    A-9  
  SECTION 2.02. Certificate of Incorporation and By-laws....................   A-10  
  SECTION 2.03. Capitalization..............................................   A-10  
  SECTION 2.04. Authority Relative to This Agreement........................   A-11  
  SECTION 2.05. Material Contracts; No Conflict; Required Filings and                
                Consents....................................................   A-11  
  SECTION 2.06. Compliance; Permits.........................................   A-12  
  SECTION 2.07. SEC Filings; Financial Statements; Projections..............   A-13  
  SECTION 2.08. Absence of Certain Changes or Events........................   A-14  
  SECTION 2.09. No Undisclosed Liabilities..................................   A-14  
  SECTION 2.10. Absence of Litigation.......................................   A-14  
  SECTION 2.11. Employee Benefit Plans; Employment Agreements...............   A-14  
  SECTION 2.12. Employment and Labor Matters................................   A-18  
  SECTION 2.13. Registration Statement; Joint Proxy Statement/Prospectus....   A-19  
  SECTION 2.14. Restrictions on Business Activities.........................   A-19  
  SECTION 2.15. Title to Property...........................................   A-19  
  SECTION 2.16. Taxes.......................................................   A-20  
  SECTION 2.17. Environmental Matters.......................................   A-21  
  SECTION 2.18. Brokers.....................................................   A-22  
  SECTION 2.19. Intellectual Property.......................................   A-22  
  SECTION 2.20. Interested Party Transactions...............................   A-23  
  SECTION 2.21. Insurance...................................................   A-23  
  SECTION 2.22. Products; Product Liability and Recalls.....................   A-24  
  SECTION 2.23. Opinion of Financial Advisor................................   A-24  
  SECTION 2.24. Tax Treatment...............................................   A-24  
  SECTION 2.25. Supplements to the Company Disclosure Schedule..............   A-24  

ARTICLE III     REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB.....   A-25  
  SECTION 3.01. Organization and Qualification; Subsidiaries................   A-25  
  SECTION 3.02. Certificate of Incorporation and By-laws....................   A-25  
  SECTION 3.03. Capitalization..............................................   A-25  
  SECTION 3.04. Authority Relative to this Agreement........................   A-26  
  SECTION 3.05. Material Contracts; No Conflicts; Required Filings and               
                Consents....................................................   A-27  

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  SECTION 3.06. Compliance; Permits......................................... A-27
  SECTION 3.07. SEC Filings; Financial Statements........................... A-28
  SECTION 3.08. Absence of Certain Changes or Events........................ A-28
  SECTION 3.09. No Undisclosed Liabilities.................................. A-29
  SECTION 3.10. Absence of Litigation....................................... A-29
  SECTION 3.11. Employee Benefit Plans; Employment Agreements............... A-29
  SECTION 3.12. Employment and Labor Matters................................ A-30
  SECTION 3.13. Registration Statement; Joint Proxy Statement/Prospectus.... A-31
  SECTION 3.14. Restrictions on Business Activities......................... A-32
  SECTION 3.15. Title to Property........................................... A-32
  SECTION 3.16. Taxes....................................................... A-32
  SECTION 3.17. Environmental Matters....................................... A-33
  SECTION 3.18. Brokers..................................................... A-33
  SECTION 3.19. Intellectual Property....................................... A-33
  SECTION 3.20. Product Liability and Recalls............................... A-34
  SECTION 3.21. Ownership of Parent and Merger Sub.......................... A-34
  SECTION 3.22. No Prior Activities......................................... A-34
  SECTION 3.23. Ownership Interest in the Company........................... A-35
  SECTION 3.24. Tax Treatment............................................... A-35

ARTICLE IV      CONDUCT OF BUSINESS PENDING THE MERGER...................... A-35
  SECTION 4.01. Conduct of Business by the Company Pending the Merger....... A-35
  SECTION 4.02. No Solicitation............................................. A-37
  SECTION 4.03. Conduct of Business by Parent Pending the Merger............ A-39

ARTICLE V       ADDITIONAL AGREEMENTS....................................... A-40
  SECTION 5.01. Joint Proxy Statement/Prospectus; Registration Statement.... A-40
  SECTION 5.02. Stockholders Meetings....................................... A-41
  SECTION 5.03. Access to Information; Confidentiality...................... A-41
  SECTION 5.04. Consents; Approvals......................................... A-42
  SECTION 5.05. Agreements with Respect to Affiliates....................... A-42
  SECTION 5.06. Indemnification and Insurance............................... A-42
  SECTION 5.07. Notification of Certain Matters............................. A-43
  SECTION 5.08. Further Action/Tax Treatment................................ A-44
  SECTION 5.09. Public Announcements........................................ A-44
  SECTION 5.10. Parent Common Stock......................................... A-44
  SECTION 5.11. Stock Option Plans, etc..................................... A-44
  SECTION 5.12. Certain Employee Benefits................................... A-45
  SECTION 5.13. Rights Agreement............................................ A-46
  SECTION 5.14. Conveyance Taxes............................................ A-46
  SECTION 5.15. Accountant's Letters........................................ A-46
  SECTION 5.16. Compliance with State Property Transfer Statutes............ A-46
  SECTION 5.17. Parent Director............................................. A-46

ARTICLE VI      CONDITIONS TO THE MERGER.................................... A-47
  SECTION 6.01. Conditions to Obligation of Each Party to Effect the             
                Merger...................................................... A-47
  SECTION 6.02. Additional Conditions to Obligations of Parent and Merger        
                Sub......................................................... A-47
  SECTION 6.03. Additional Conditions to Obligation of the Company.......... A-48

ARTICLE VII     TERMINATION................................................. A-49
  SECTION 7.01. Termination................................................. A-49
  SECTION 7.02. Effect of Termination....................................... A-51
  SECTION 7.03. Fees and Expenses........................................... A-51

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ARTICLE VIII    GENERAL PROVISIONS.......................................... A-52
  SECTION 8.01. Effectiveness of Representations, Warranties and                 
                Agreements.................................................. A-52
  SECTION 8.02. Notices..................................................... A-53
  SECTION 8.03. Certain Definitions......................................... A-53
  SECTION 8.04. Amendment................................................... A-54
  SECTION 8.05. Waiver...................................................... A-54
  SECTION 8.06. Headings.................................................... A-54
  SECTION 8.07. Severability................................................ A-54
  SECTION 8.08. Entire Agreement............................................ A-55
  SECTION 8.09. Assignment.................................................. A-55
  SECTION 8.10. Parties in Interest......................................... A-55
  SECTION 8.11. Failure or Indulgence Not Waiver; Remedies Cumulative....... A-55
  SECTION 8.12. Governing Law; Jurisdiction................................. A-55
  SECTION 8.13. Counterparts................................................ A-55
  SECTION 8.14. Waiver of Jury Trial........................................ A-55
  SECTION 8.15. Performance of Obligations.................................. A-56
  SECTION 8.16. Enforcement................................................. A-56

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AGREEMENT AND PLAN OF MERGER

    AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2001 (this " Agreement"),
among Vishay Intertechnology, Inc., a Delaware corporation ("Parent"), Vishay   
Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary 
of Parent ("Merger Sub"), and General Semiconductor, Inc., a Delaware           
corporation (the "Company").                                                    

W I T N E S S E T H:

   WHEREAS, the Boards of Directors of Parent, Merger Sub and the Company have
each determined that it is advisable and in the best interests of their         
respective stockholders, and consistent with and in furtherance of their        
respective business strategies and goals, for Parent to acquire all of the      
outstanding shares of the Company through the merger of Merger Sub with and into
the Company upon the terms and subject to the conditions set forth herein;      

WHEREAS, in furtherance of such combination, the Boards of Directors of 
Parent, Merger Sub and the Company have each approved the merger (the "Merger") 
of Merger Sub with and into the Company in accordance with the applicable       
provisions of the Delaware General Corporation Law (the "DGCL"), and upon the   
terms and subject to the conditions set forth herein;                           

    WHEREAS, Parent, Merger Sub and the Company intend, by approving resolutions
authorizing this Agreement, to adopt this Agreement as a plan of reorganization 
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as   
amended, and the regulations promulgated thereunder (the "Code") and that the   
transactions contemplated by this Agreement be undertaken pursuant to such plan;

  WHEREAS, Parent, Merger Sub and the Company intend that the Merger qualify
as a reorganization within the meaning of Section 368(a) of the Code;           

  WHEREAS, pursuant to the Merger, each outstanding share (together with the
preferred stock purchase right associated therewith, a "Share") of the Company's
common stock, par value $.01 per share (the "Company Common Stock"), shall be   
converted into the right to receive the Merger Consideration (as defined in     
Section 1.07(b)), upon the terms and subject to the conditions set forth herein;
and                                                                             

 WHEREAS, as an inducement and a condition to the Company's willingness to
enter into this Agreement, contemporaneously with the execution hereof, certain 
holders of Parent Common Stock are entering into Voting Agreements (the "Voting 
Agreements") pursuant to which, among other things, such holders are agreeing to
vote, or execute written consents in respect of, all Shares beneficially owned  
by them or over which such holders have voting control, in favor of the Parent  
Stockholder Meeting Proposals, at any meeting of Parent stockholders or any     
adjournment thereof or in connection with any solicitation of written consents, 
in each case, at or in connection with which Parent stockholder action is sought
on such Parent Stockholder Meeting Proposals;                                   

  NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,      
Parent, Merger Sub and the Company hereby agree as follows:                     

DEFINITIONS:                                                                    

"Acquisition Proposal" is defined in Section 4.02(a).                   

"Adjusted Option" is defined in Section 5.11(a).                        

"Affiliate Plan" is defined in Section 2.11(a).                         

"affiliates" is defined in Section 8.03(a).                             

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"Agreement" is defined in the preamble.                                 

"Alternative Transaction" is defined in Section 4.02(a).                

"Alternative Transaction Condition" is defined in Section 7.03(b).      

"Benefits Continuation Period" is defined in Section 5.12(a)            

"business day" is defined in Section 8.03(b).                           

"CERCLA" is defined in Section 2.17(f)(ii).                             

"Certificate of Merger" is defined in Section 1.02.                     

"Certificates" is defined in Section 1.06(f).                           

"COBRA" is defined in Section 2.11(b).                                  

"Code" is defined in the recitals.                                      

"Company" is defined in the preamble.                                   

"Company Affiliate Letter" is defined in Section 5.05.                  

"Company Charter Documents" is defined in Section 2.02.                 

"Company Common Stock" is defined in the recitals.                      

"Company Confidentiality Agreement" is defined in Section 5.03.         

"Company Convertible Notes" is defined in Section 2.03(a).              

"Company Disclosure Schedule" is defined in Section 2.01(b).            

"Company Employee" is defined in Section 5.12(a).                       

"Company Employee Plans" is defined in Section 2.11(a).                 

"Company Financial Advisor" is defined in Section 2.18.                 

"Company Intellectual Property Assets" is defined in Section 2.19(a).   

"Company Permits" is defined in Section 2.06(b).                        

"Company Preferred Stock" is defined in Section 2.03(a).                

"Company SEC Documents" is defined in Section 2.03(b).                  

"Company Significant Subsidiaries" is defined in Section 2.01(a).       

"Company Stockholders Meeting" is defined in Section 2.04(b).           

"Company Stock Option" is defined in Section 1.06(c).                   

"Company Stock Option Plans" is defined in Section 1.06(c).             

"Company 2000 Form 10-K" is defined in Section 2.01(b).                 

"control" is defined in Section 8.03(c).                                

"Covered Persons" is defined in Section 5.06(c).                        

"DGCL" is defined in the recitals.                                      

"D&O Insurance" is defined in Section 5.06(d).                          

"Effective Time" is defined in Section 1.02.                            

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  "Employee Benefits Supplemental Disclosure Schedule" is defined in Section
2.11(a).                                                                        

"Environmental Claim" is defined in Section 2.17(f)(i).                 

"Environmental, Health and Safety Transfer Laws" is defined in          
Section 2.05(c).                                                                

"Environmental Laws" is defined in Section 2.17(f)(ii).                 

"ERISA" is defined in Section 2.11(a).                                  

"Exchange Act" is defined in Section 2.05(c).                           

"Exchange Agent" is defined in Section 1.07(a).                         

"Exchange Ratio" is defined in Section 1.06(a).                         

"Expenses" is defined in Section 7.03(b).                               

"Fee" is defined in Section 7.03(b).                                    

"GAAP" is defined in Section 2.07(b).                                   

"Governmental Authority" is defined in Section 2.05(c).                 

"HSR Act" is defined in Section 2.05(c).                                

"Indemnified Parties" is defined in Section 5.06(b).                    

"Intellectual Property Assets" is defined in Section 2.19(a).           

"IRS" is defined in Section 2.11(b).                                    

"Joint Proxy Statement/Prospectus" is defined in Section 2.13(a)(ii).   

"knowledge" is defined in Section 8.03(d).                              

"leased employee" is defined in Section 3.11(c).                        

"Material Adverse Effect" is defined in Section 8.03(e).                

"Materials of Environmental Concern" is defined in Section 2.17(f)(iii).

"Merger" is defined in the preamble.                                    

"Merger Consideration" is defined in Section 1.07(b).                   

"Merger Sub" is defined in the preamble.                                

"multiemployer plan" is defined in Section 3.11(b).                     

"Non-Competition Agreement" is defined in Section 2.11(h).              

"Non-U.S. Monopoly Laws" is defined in Section 2.05(c).                 

"Non-U.S. Plan" is defined Section 2.11(a).                             

"NYSE" is defined in Section 1.06(f).                                   

"OSHA" is defined in Section 2.17(f)(ii).                               

"Parent" is defined in the preamble.                                    

"Parent Affiliate Plan" is defined in Section 3.11(a).                  

"Parent Charter Documents" is defined in Section 3.02.                  

"Parent Class B Stock" is defined in Section 3.03(a).                   

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"Parent Common Stock" is defined in Section 1.06(a).                    

"Parent Confidentiality Agreement" is defined in Section 5.03.          

"Parent Disclosure Schedule" is defined in Section 3.01(b).             

"Parent Employee Plans" is defined in Section 3.11(a).                  

"Parent Intellectual Property Assets" is defined in Section 3.19(a).    

"Parent Non-U.S. Plan" is defined in Section 3.11(a).                   

"Parent Permits" is defined in Section 3.06(b).                         

"Parent Preferred Stock" is defined in Section 3.03(a).                 

"Parent SEC Documents" is defined in Section 3.06(a).                   

"Parent Significant Subsidiaries" is defined in Section 3.01(b).        

"Parent Stockholders Meeting" is defined in Section 3.13(a)(ii).        

  "Parent Stockholders Meeting Proposals" is defined in Section 3.13(a)(ii).

"Parent Subsidiary Documents" is defined in Section 3.02.               

"Parent 2000 Form 10-K" is defined in Section 3.01(b).                  

"PBGC" is defined in Section 2.11(b).                                   

"person" is defined in Section 8.03(f).                                 

"Post-1998 Company SEC Documents" is defined in Section 2.07(a).        

"Post-1998 Parent SEC Documents" is defined in Section 3.07(a).         

"RCRA" is defined in Section 2.17(f)(ii).                               

"Registration Statement" is defined in Section 3.13(a)(i).              

"Regulation S-K" is defined in Section 2.05(a).                         

"Regulation S-X" is defined in Section 2.01(a).                         

"reportable event" is defined in Section 3.11(b).                       

"Rights" is defined in Section 4.02(d).                                 

"Rights Agreement" is defined in Section 4.02(d).                       

"Rule 145" is defined in Section 5.05.                                  

"SEC" is defined in Section 2.03(b).                                    

"Securities Act" is defined in Section 2.05(c).                         

"Share" is defined in the recitals.                                     

"S Litigation" is defined in Section 8.03(e).                           

"Stockholders Meetings" is defined in Section 2.13(a)(ii).              

"subsidiary" and "subsidiaries" are defined in Section 8.03(g).         

"Subsidiary Documents" is defined in Section 2.02.                      

"Superior Proposal" is defined in Section 4.02(a).                      

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"Surviving Corporation" is defined in Section 1.01.                     

"Tax" is defined in Section 2.16(b).                                    

"Tax Return" is defined in Section 2.16(b).                             

"Terminating Breach" is defined in Section 7.01(h).                     

"Terminating Change" is defined in Section 7.01(g).                     

"Termination Misrepresentation" is defined in Section 7.01(f).          

"Third Party" is defined in Section 4.02(a).                            

 "Third Party Intellectual Property Assets" is defined in Section 2.19(c).

"TSCA" is defined in Section 2.17(f)(ii).                               

"Voting Agreements" is defined in the recitals.                         

"2001 Company Balance Sheet" is defined in Section 2.09.                

"2001 Parent Balance Sheet" is defined in Section 3.09.                 

ARTICLE I 
THE MERGER

  SECTION 1.01.  THE MERGER.  At the Effective Time, and subject to and upon
the terms and conditions of this Agreement and the DGCL, Merger Sub shall be    
merged with and into the Company, the separate corporate existence of Merger Sub
shall cease, and the Company shall continue as the surviving corporation        
(hereinafter sometimes referred to as the "Surviving Corporation").             

SECTION 1.02.  EFFECTIVE TIME.  Unless this Agreement shall have been   
terminated and the transactions herein contemplated shall have been abandoned   
pursuant to Section 7.01, as promptly as practicable (and in any event within   
two business days) after the satisfaction or waiver of the conditions set forth 
in Article VI, the parties hereto shall cause the Merger to be consummated by   
filing a properly executed agreement or certificate of merger as contemplated by
the DGCL (the "Certificate of Merger"), together with any required related      
certificates, with the Secretary of State of Delaware, in such form as required 
by, and executed in accordance with the relevant provisions of, the DGCL. The   
Merger shall become effective at the time of such filing or at such later time, 
which will be as soon as reasonably practicable, specified in the Certificate of
Merger (the "Effective Time"). Prior to such filing, a closing shall be held at 
the offices of Kramer Levin Naftalis & Frankel LLP, 919 Third Avenue, New York, 
NY, unless another time or place is agreed to in writing by the parties hereto, 
for the purpose of confirming the satisfaction or waiver, as the case may be, of
the conditions set forth in Article VI.                                         

  SECTION 1.03.  EFFECT OF THE MERGER.  At the Effective Time, the effect of
the Merger shall be as provided in this Agreement, the Certificate of Merger and
the applicable provisions of the DGCL. Without limiting the generality of the   
foregoing, and subject thereto, at the Effective Time all the property, rights, 
privileges, powers and franchises of the Company and Merger Sub shall vest in   
the Surviving Corporation, and all debts, liabilities and duties of the Company 
and Merger Sub shall become the debts, liabilities and duties of the Surviving  
Corporation.                                                                    

SECTION 1.04.  CERTIFICATE OF INCORPORATION; BYLAWS.  (a) CERTIFICATE OF
INCORPORATION. At the Effective Time, the Restated Certificate of Incorporation 
of the Company, as in effect immediately prior to the Effective Time, shall be  
the Certificate of Incorporation of the Surviving Corporation until thereafter  
amended as provided by the DGCL and such Certificate of Incorporation; PROVIDED,
HOWEVER,                                                                        

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that Article Third of the Surviving Corporation's Certificate of Incorporation  
shall be amended in the Merger to read in its entirety as follows: "ARTICLE     
THIRD. The aggregate number of shares authorized is 1,000 shares of common      
stock, par value $0.01 per share."                                              

   (b) BY-LAWS. Subject to Section 5.06, at the Effective Time, the By-laws of
Merger Sub, as in effect immediately prior to the Effective Time, shall be the  
By-laws of the Surviving Corporation until thereafter amended as provided by the
DGCL.                                                                           

SECTION 1.05.  DIRECTORS AND OFFICERS.  The directors of Merger Sub     
immediately prior to the Effective Time shall be the initial directors of the   
Surviving Corporation, each to hold office in accordance with the Certificate of
Incorporation and By-laws of the Surviving Corporation, and the officers of the 
Company immediately prior to the Effective Time shall be the initial officers of
the Surviving Corporation, in each case until their respective successors are   
duly elected or appointed and qualified.                                        

   SECTION 1.06.  EFFECT ON SECURITIES, ETC.  At the Effective Time, by virtue
of the Merger and without any action on the part of Parent, Merger Sub, the     
Company or the holders of any securities of the Company:                        

   (a) CONVERSION OF SECURITIES. Each Share issued and outstanding immediately
prior to the Effective Time (excluding any Shares to be canceled pursuant to    
Section 1.06(b)) shall be converted, subject to Sections 1.06 (e) and (f), into 
0.563 (such ratio, the "Exchange Ratio") fully paid and nonassessable shares of 
common stock of Parent, par value $0.10 per share ("Parent Common Stock").      

 (b) CANCELLATION. Each Share held in the treasury of the Company and each
Share owned by Parent immediately prior to the Effective Time shall, by virtue  
of the Merger and without any action on the part of the holder thereof, cease to
be outstanding, be canceled and retired without payment of any consideration    
therefor, and cease to exist.                                                   

   (c) STOCK OPTIONS. At the Effective Time, all options or rights to purchase
shares of Company Common Stock (a "Company Stock Option") then outstanding,     
whether under (A) the Amended and Restated General Semiconductor, Inc. 1993     
Long-Term Incentive Plan, (B) the General Semiconductor, Inc. Amended and       
Restated 1998 Long-Term Incentive Plan, and/or (C) any other stock option or    
stock plan or agreement of the Company (collectively, the "Company Stock Option 
Plans"), shall be treated in accordance with Section 5.11 of this Agreement.    

    (d) CAPITAL STOCK OF MERGER SUB. Each share of common stock, $0.01 par value
per share, of Merger Sub issued and outstanding immediately prior to the        
Effective Time shall be converted into and exchanged for one validly issued,    
fully paid and nonassessable share of common stock, $0.01 par value, of the     
Surviving Corporation.                                                          

(e) ADJUSTMENTS TO EXCHANGE RATIO. The Exchange Ratio, the Merger       
Consideration and any other relevant amounts and terms in this Agreement shall  
be appropriately adjusted to reflect fully the effect of: any stock split,      
reverse split, or stock dividend (including any dividend or distribution of     
securities convertible into Parent Common Stock or Company Common Stock); any   
distribution, exercise or exchange of Rights or such Rights becoming            
exercisable; or any reorganization, recapitalization, reclassification,         
readjustment, split up, combination or exchange of shares, or other like event  
with respect to Parent Common Stock or Company Common Stock, in any case        
occurring after the date hereof and prior to the Effective Time.                

  (f) FRACTIONAL SHARES. No certificates or scrip representing less than one
share of Parent Common Stock shall be issued in exchange for Shares upon the    
surrender for exchange of a certificate which immediately prior to the Effective
Time represented outstanding Shares (the "Certificates"). In lieu of any such   
fractional share, each holder of Shares who would otherwise have been entitled  
to a fraction of a Share of Parent Common Stock upon surrender of Certificates  
for exchange shall be paid upon                                                 

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such surrender (and after taking into account all Certificates surrendered by   
such holder) cash (without interest) in an amount equal to such fraction        
multiplied by the closing price of Parent Common Stock on the New York Stock    
Exchange (the "NYSE") trading day immediately prior to the Effective Time of the
Merger. The fractional shares of Parent Common Stock will be aggregated and no  
stockholder of the Company will be entitled to receive cash in an amount equal  
to or greater than the value of one full share of Parent Common Stock.          

  SECTION 1.07.  EXCHANGE OF SHARES.  (a) EXCHANGE AGENT. Parent shall cause
to be supplied to or for such bank or trust company as shall be designated by   
Parent and shall be reasonably acceptable to the Company (the "Exchange Agent"),
in trust for the benefit of the holders of Company Common Stock, as needed for  
exchange and payment in accordance with this Section 1.07 through the Exchange  
Agent, the Parent Common Stock deliverable pursuant to Section 1.06(a), the cash
to be paid in lieu of fractional shares in exchange for outstanding Shares      
pursuant to Section 1.06(f) and the cash or other property in respect of any    
dividends or other distributions payable pursuant to Section 1.07(c).           

(b) EXCHANGE PROCEDURES. As soon as reasonably practicable after the    
Effective Time, Parent will cause the Exchange Agent to mail to each holder of  
record of Certificates (i) a letter of transmittal (which shall specify that    
delivery shall be effected, and risk of loss and title to the Certificates shall
pass, only upon proper delivery of the Certificates to the Exchange Agent and   
shall be in such form and have such other provisions as Parent may reasonably   
specify and as are consistent with the terms of this Agreement), and            
(ii) instructions to effect the surrender of the Certificates in exchange for   
the Parent Common Stock and cash in lieu of fractional shares. Upon surrender of
a Certificate for cancellation to the Exchange Agent together with such letter  
of transmittal, duly executed, and such other customary documents as may be     
required pursuant to such instructions, the holder of such Certificate shall be 
entitled to receive in exchange therefor (A) that number of whole shares of     
Parent Common Stock which such holder has the right to receive in accordance    
with Section 1.06(a) in respect of the Shares formerly evidenced by such        
Certificate and (B) cash in respect of fractional shares as provided in         
Section 1.06(f) (the Parent Common Stock and cash in respect of fractional      
shares being referred to, collectively, as the "Merger Consideration").         

The holder of such Certificate, upon its exchange for shares of Parent  
Common Stock, shall also receive any dividends or other distributions to which  
such holder is entitled pursuant to Section 1.07(c). Certificates surrendered   
shall forthwith be canceled following the Effective Time. In the event of a     
transfer of ownership of Shares which is not registered in the transfer records 
of the Company as of the Effective Time, the Merger Consideration, dividends and
distributions may be issued and paid in accordance with this Article I to a     
transferee if the Certificate evidencing such Shares is presented to the        
Exchange Agent, accompanied by all documents required to evidence and effect    
such transfer pursuant to this Section 1.07(b) and by evidence that any         
applicable stock transfer taxes have been paid. Until so surrendered, each      
outstanding Certificate that, prior to the Effective Time, represented Shares   
will be deemed from and after the Effective Time, for all corporate purposes    
other than the payment of dividends or other distributions, to evidence the     
ownership of the number of whole shares of Parent Common Stock, and cash in     
respect of fractional shares, into which such Shares shall have been so         
converted.                                                                      

   Shares held at the Effective Time in book-entry form shall be exchanged for
Merger Consideration in accordance with the customary procedures of The         
Depository Trust Company.                                                       

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(c)  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.  No dividends or 
other distributions declared or made after the Effective Time with respect to   
Parent Common Stock with a record date after the Effective Time shall be paid to
the holder of any unsurrendered Certificate with respect to the Parent Common   
Stock that such holder is entitled to receive, until the holder of such         
Certificate shall surrender such Certificate in accordance with the provisions  
of Section 1.07(b). Subject to applicable law, following surrender of any such  
Certificate, there shall be paid to the record holder of the whole shares of    
Parent Common Stock issued in exchange therefor, without interest, (i) at the   
time of such surrender, the amount of dividends or other distributions with a   
record date after the Effective Time theretofore paid with respect to such whole
shares of Parent Common Stock, and (ii) on the applicable payment date, the     
amount of dividends or other distributions with a record date after the         
Effective Time not yet paid on the date of surrender of such Certificate to be  
paid with respect to such whole shares of Parent Common Stock.                  

    (d)  TRANSFERS OF OWNERSHIP.  If any shares of Parent Common Stock are to be
delivered in a name other than that in which the Certificate surrendered in     
exchange therefor is registered, it will be a condition of the delivery thereof 
that the Certificate so surrendered shall be properly endorsed and otherwise in 
proper form for transfer and that the person requesting such exchange shall have
paid to Parent or any agent designated by it any transfer or other taxes        
required by reason of the delivery of Parent Common Stock in any name other than
that of the registered holder of the Certificate surrendered, or establish to   
the satisfaction of Parent or any agent designated by it that such tax has been 
paid or is not payable.                                                         

  (e)  ESCHEAT.  Neither Parent, Merger Sub nor the Company nor any of their
respective affiliates shall be liable to any holder of Company Common Stock for 
any Merger Consideration delivered to a public official pursuant to any         
applicable abandoned property, escheat or similar law.                          

    (f)  WITHHOLDING RIGHTS.  The Exchange Agent shall be entitled to deduct and
withhold from the Merger Consideration otherwise payable pursuant to this       
Agreement to any holder of Company Common Stock, and from any cash dividends or 
other distributions that such holder is entitled to receive under               
Section 1.07(c), such amounts as the Exchange Agent is required to deduct and   
withhold with respect to the making of such payment under the Code, or any      
provision of state, local or non-U.S. tax law. To the extent that amounts are so
withheld by the Exchange Agent, such portion of the Merger Consideration and    
other such amounts payable under Section 1.07(c) that are withheld shall be     
treated for all purposes of this Agreement as having been received by the holder
of the Shares in respect of which such deduction and withholding was made by the
Exchange Agent.                                                                 

  (g)  UNDISTRIBUTED MERGER CONSIDERATION.  Any portion of the Parent Common
Stock, the cash to be paid in lieu of fractional shares and the cash or other   
property in respect of dividends or other distributions that the holder is      
entitled to receive under Section 1.07(c) supplied to the Exchange Agent which  
remains undistributed to the holders of the Certificates for one year after the 
Effective Time shall be delivered to Parent, upon demand, and any holders of    
Certificates who have not theretofore complied with this Section 1.07 shall     
thereafter look only to Parent for payment of their claim for Merger            
Consideration and any dividends or distributions with respect to Parent Common  
Stock.                                                                          

SECTION 1.08.  STOCK TRANSFER BOOKS.  At the Effective Time, the stock  
transfer books of the Company shall be closed, and there shall be no further    
registration of transfers of the Company Common Stock thereafter on the records 
of the Company.                                                                 

SECTION 1.09.  NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK.  The
Merger Consideration and distributions, if any, pursuant to Section 1.07(c)     
delivered upon the surrender for exchange of Shares in accordance with the terms
hereof shall be deemed to have been issued in full satisfaction of all rights   
pertaining to such Shares, and there shall be no further registration of        
transfers on the records of the Surviving Corporation of Shares which were      
outstanding immediately prior to the                                            

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Effective Time. If, after the Effective Time, Certificates are presented to the 
Surviving Corporation for any reason, they shall be canceled and exchanged as   
provided in this Article I.                                                     

SECTION 1.10.  LOST, STOLEN OR DESTROYED CERTIFICATES.  In the event any
Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall
issue in exchange for such lost, stolen or destroyed Certificates, upon the     
making of an affidavit of that fact by the holder thereof, such Merger          
Consideration and any dividends or other distributions as may be required       
pursuant to this Article I; PROVIDED, HOWEVER, that Parent may, in its          
discretion and as a condition precedent to the issuance thereof, require the    
owner of such lost, stolen or destroyed Certificates to deliver a bond in such  
sum as it may reasonably direct as indemnity against any claim that may be made 
against Parent or the Exchange Agent with respect to the Certificates alleged to
have been lost, stolen or destroyed.                                            

   SECTION 1.11.  TAX CONSEQUENCES.  The parties hereto intend that the Merger
shall constitute a reorganization within the meaning of Section 368(a) of the   
Code. The parties hereto hereby adopt this Agreement as a "plan of              
reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the 
United States Treasury Regulations.                                             

   SECTION 1.12.  TAKING OF NECESSARY ACTION; FURTHER ACTION.  Each of Parent,
Merger Sub and the Company will take, and cause their affiliates to take, all   
such reasonable and lawful actions as may be necessary or appropriate in order  
to effectuate the Merger and the other transactions contemplated by this        
Agreement in accordance with this Agreement as promptly as possible. If, at any 
time after the Effective Time, any such further action is necessary or desirable
to carry out the purposes of this Agreement and to vest the Surviving           
Corporation with full right, title and possession to all assets, property,      
rights, privileges, powers and franchises of the Company and Merger Sub, the    
officers and directors of the Company and Merger Sub immediately prior to the   
Effective Time are fully authorized in the name of their respective corporations
or otherwise to take, and will take, all such lawful and necessary action.      

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company hereby represents and warrants to Parent and Merger Sub as  
follows:                                                                        

 SECTION 2.01.  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  (a) Each of
the Company and its "significant subsidiaries," as defined in Regulation S-X of 
the federal securities laws ("Regulation S-X") (substituting for this purpose a 
5% threshold for the 10% threshold appearing therein; the "Company Significant  
Subsidiaries") is an entity duly organized, validly existing and (to the extent 
the concept of good standing exists in the applicable jurisdiction) in good     
standing under the laws of the jurisdiction of its organization and has the     
requisite corporate or other power and authority necessary to own, lease or     
operate the properties it owns, leases or operates and to carry on its business 
as it is now being conducted, except where the failure to be so organized,      
existing and in good standing or to have such power or authority would not      
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect.                                                                 

(b) Each of the Company and each Company Significant Subsidiary is duly 
qualified or licensed as a foreign corporation to do business, and is in good   
standing, in each jurisdiction where the character of the properties owned,     
leased or operated by it or the nature of its business activities makes such    
qualification or licensing necessary, except where such failures to be so duly  
qualified or licensed and in good standing would not, individually or in the    
aggregate, reasonably be expected to have a Material Adverse Effect. A true and 
complete list of all of the Company's "significant" subsidiaries, as defined in 
Regulation S-X, is included as an exhibit to the Company's Annual Report on     
Form 10-K for the year ended December 31, 2000 (the "Company 2000 Form 10-K"). A
list of all subsidiaries of the Company together with the jurisdiction of       
organization of each such subsidiary and the percentage of                      

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each such subsidiary's outstanding capital stock owned by the Company or another
subsidiary of the Company is contained in Section 2.01 of the written disclosure
schedule previously delivered by the Company to Parent (the "Company Disclosure 
Schedule").                                                                     

  (c) Except as set forth in Section 2.01 of the Company Disclosure Schedule
or the Company SEC Documents, neither the Company nor any of its subsidiaries   
directly or indirectly owns any equity or similar interest in, or any interest  
convertible into or exchangeable or exercisable for, any equity or similar      
interest in, any corporation, partnership, joint venture or other business      
association or entity (other than its wholly owned subsidiaries) (i) with       
respect to which interest the Company or a subsidiary has invested (and         
currently owns) or is required to invest $1,000,000 or more, or (ii) which is a 
publicly-traded entity unless such interest is held for investment by the       
Company or its subsidiary and, to the knowledge of the Company, comprises less  
than five percent of the outstanding stock of such entity.                      

 SECTION 2.02.  CERTIFICATE OF INCORPORATION AND BY-LAWS.  The Company has
heretofore made available to Parent a complete and correct copy of its Restated 
Certificate of Incorporation and By-laws as amended to date (the "Company       
Charter Documents"), and will make available to Parent, as promptly as          
practicable, the Certificate of Incorporation and By-laws (or equivalent        
organizational documents) of each of the Company Significant Subsidiaries (the  
"Subsidiary Documents") reasonably requested by Parent. All such Company Charter
Documents and Subsidiary Documents are in full force and effect, except in the  
case of Subsidiary Documents where the failure to be in full force and effect   
would not reasonably be expected, individually or in the aggregate, to have a   
Material Adverse Effect. Except as set forth in Section 2.02 of the Company     
Disclosure Schedule or as would not reasonably be expected materially to        
interfere with its operations, neither the Company nor any of the Company       
Significant Subsidiaries is in violation of any of the provisions of its        
Certificate of Incorporation or By-laws or equivalent organizational documents. 

SECTION 2.03.  CAPITALIZATION.  (a) The authorized capital stock of the 
Company consists of 400,000,000 shares of Company Common Stock and 20,000,000   
shares of preferred stock, par value $.01 per share (the "Company Preferred     
Stock"). As of July 23, 2001, (i) 37,925,131 shares of Company Common Stock were
issued and outstanding, all of which are validly issued, fully paid and         
nonassessable (excluding treasury shares which are issued but not outstanding,  
all of which are not entitled to vote), and none of which has been issued in    
violation of preemptive or similar rights, (ii) no shares of Company Common     
Stock were held by subsidiaries of the Company, (iii) 7,549,833 shares of       
Company Common Stock were reserved for existing grants and 22,230 shares of     
Company Common Stock were reserved for future grants pursuant to the Company    
Stock Option Plans, and (iv) 11,093,248 shares of Company Common Stock were     
reserved for issuance upon conversion of the Company's 5.75% convertible        
subordinated notes due 2006 (the "Company Convertible Notes"). There are no     
outstanding shares of Company Preferred Stock. Except as set forth in           
Section 2.03 of the Company Disclosure Schedule, no change in such              
capitalization has occurred since July 23, 2001 except for changes resulting    
from the exercise or termination of Company Stock Options which were outstanding
and exercisable as of July 23, 2001 (or were outstanding as of July 23, 2001 and
became exercisable in accordance with their terms thereafter) or from the       
conversion of Company Convertible Notes that were outstanding as of July 23,    
2001.                                                                           

    Except as set forth in Section 2.01, this Section 2.03 or Section 2.11 or in
Section 2.03 or Section 2.11 of the Company Disclosure Schedule or the Company  
SEC Documents and except for the Rights and this Agreement, there are no        
options, warrants or other rights, agreements, arrangements or commitments of   
any character, including any stock purchase plan, binding on the Company or any 
of its subsidiaries relating to the issued or unissued capital stock of the     
Company or any of its subsidiaries or obligating the Company or any of its      
subsidiaries to issue or sell any shares of capital stock of, or other equity   
interests in, the Company or any of its subsidiaries. All shares of Company     
Common Stock subject to issuance as aforesaid, upon issuance on the terms and   
conditions specified in the instruments                                         

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pursuant to which they are issuable, shall be duly authorized, validly issued,  
fully-paid and nonassessable and will not be issued in violation of preemptive  
or similar rights.                                                              

  (b) Except as set forth in Section 2.03 of the Company Disclosure Schedule
or the reports, schedules, forms, statements, registration statements, proxy    
statements and other documents filed by the Company with the Securities and     
Exchange Commission ("SEC") since December 31, 2000 and prior to the date of    
this Agreement, including those incorporated by reference and not superseded by 
other Company SEC Documents (the "Company SEC Documents"), there are no         
obligations, contingent or otherwise, of the Company or any of its subsidiaries 
to repurchase, redeem or otherwise acquire any shares of the Company Common     
Stock or the capital stock of any subsidiary. Except as set forth in            
Section 2.03 of the Company Disclosure Schedule or the Company SEC Documents,   
there are no obligations, contingent or otherwise, of the Company or any of its 
subsidiaries to provide funds to or make any investment (in the form of a loan, 
capital contribution or otherwise) in any such subsidiary or any other entity   
other than guarantees of bank obligations of subsidiaries and intercompany book 
entry transactions, in either case entered into in the ordinary course of       
business. Except as set forth in Section 2.01 or 2.03 of the Company Disclosure 
Schedule, (i) all of the outstanding shares of capital stock (other than        
directors' qualifying shares) of each of the Company's subsidiaries are duly    
authorized, validly issued, fully-paid and nonassessable, and (ii) all such     
shares (other than directors' qualifying shares and a DE MINIMIS number of      
shares owned by employees of such subsidiaries) are owned by the Company or     
another subsidiary, free and clear of all security interests, liens, claims,    
pledges, agreements, limitations in the Company's voting rights, charges or     
other encumbrances of any nature whatsoever.                                    

 SECTION 2.04.  AUTHORITY RELATIVE TO THIS AGREEMENT.  (a) The Company has
all necessary corporate power and authority to execute and deliver this         
Agreement and to perform its obligations hereunder and to consummate the        
transactions contemplated hereby subject to the requisite approval of the       
Company's stockholders in accordance with the DGCL. The execution and delivery  
of this Agreement by the Company and the consummation by the Company of the     
transactions contemplated hereby have been duly and validly authorized by all   
necessary corporate action, and no other corporate proceedings on the part of   
the Company are necessary to authorize this Agreement or to consummate the      
transactions so contemplated (other than the requisite approval by the Company's
stockholders in accordance with the DGCL and the Company Charter Documents and  
the filings and recording of appropriate merger documents as required by the    
DGCL).                                                                          

(b) As of the date hereof, the Board of Directors of the Company has    
unanimously (i) determined that it is advisable and in the best interest of the 
Company's stockholders for the Company to enter into this Agreement and to      
consummate the Merger upon the terms and subject to the conditions of this      
Agreement, (ii) approved this Agreement in accordance with the applicable       
provisions of the DGCL, and (iii) recommended the approval of this Agreement by 
holders of the Company Common Stock and directed that this Agreement be         
submitted for consideration by the Company's stockholders at a meeting of the   
stockholders of the Company to consider the Merger Agreement (the "Company      
Stockholders Meeting"). This Agreement has been duly and validly executed and   
delivered by the Company and, assuming the due authorization, execution and     
delivery by Parent and Merger Sub of this Agreement, constitutes a legal, valid 
and binding obligation of the Company, enforceable against the Company in       
accordance with its terms, subject to any applicable bankruptcy, insolvency,    
reorganization, moratorium or similar laws now or hereafter in effect relating  
to creditors' rights generally or to general principles of equity.              

SECTION 2.05.  MATERIAL CONTRACTS; NO CONFLICT; REQUIRED FILINGS AND    
CONSENTS.  (a) Except as set forth in Section 2.05(a) of the Company Disclosure 
Schedule, the Company has filed or incorporated by reference as an exhibit to   
the Company SEC Documents all agreements, contracts, instruments, indentures,   
mortgages, security agreements, guaranties and other documents required to be   
filed as                                                                        

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exhibits pursuant to Items 601(b)(4) and 601(b)(10) of Regulation S-K of the    
federal securities laws ("Regulation S-K") (without regard to the exclusion set 
forth in Item 601(b)(4)(iii)(A)).                                               

(b) Except as set forth in Section 2.05(b) of the Company Disclosure    
Schedule, the execution and delivery of this Agreement by the Company do not,   
and the performance of this Agreement by the Company will not, (i) conflict with
or violate the Company Charter Documents, (ii) assuming compliance with the     
matters referred to in Section 2.05(c), conflict with or violate the Subsidiary 
Documents or any law, rule, regulation, order, judgment or decree applicable to 
the Company or any of its subsidiaries or by which its or any of their          
respective properties is bound, or (iii) result in any breach of or constitute a
default (or an event that with notice or lapse of time or both would become a   
default) under, or impair the Company's or any of its subsidiaries' rights or   
alter the rights or obligations of any third party under, or give to others any 
rights of, or cause any, termination, amendment, redemption, acceleration or    
cancellation of, or result in the creation of a lien or encumbrance on          
(including a right to purchase) any of the properties or assets of the Company  
or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture,    
credit facility, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Company or any of its subsidiaries is a   
party or by which the Company or any of its subsidiaries or its or any of their 
respective properties is bound, except, in the case of clause (ii) or (iii), for
any such conflicts, violations, breaches, defaults or other occurrences that    
would not reasonably be expected, individually or in the aggregate, to have a   
Material Adverse Effect.                                                        

   (c) The execution and delivery of this Agreement by the Company do not, and
the performance of this Agreement by the Company will not, require the Company  
or any of its subsidiaries to make or seek any consent, approval, authorization 
or permit of, or filing with or notification to, any governmental,              
administrative or regulatory authority, domestic or foreign (each, a            
"Governmental Authority"), except (i) for applicable requirements, if any, of   
the Securities Act of 1933, as amended, and the rules and regulations of the SEC
thereunder (the "Securities Act"), the Securities Exchange Act of 1934, as      
amended, and the rules and regulations of the SEC thereunder (the "Exchange     
Act"), state securities laws, the pre-merger notification requirements of the   
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules 
and regulations thereunder (the "HSR Act"), and the NYSE; filings and consents  
under any applicable non-U.S. laws intended to prohibit, restrict or regulate   
actions having the purpose or effect of monopolization or restraint of trade    
("Non-U.S. Monopoly Laws"); filings and consents as may be required under any   
environmental, health or safety law or regulation pertaining to any             
notification, disclosure or required approval triggered by the Merger or the    
transactions contemplated by this Agreement ("Environmental, Health and Safety  
Transfer Laws"); and the filing and recordation of appropriate merger or other  
documents as required by the DGCL; (ii) where the failure to obtain such        
consents, approvals, authorizations or permits, or to make such filings or      
notifications, would not prevent or materially delay consummation of the Merger,
or otherwise prevent or materially delay the Company from performing its        
material obligations under this Agreement, or would not otherwise reasonably be 
expected, individually or in the aggregate, to have a Material Adverse Effect;  
or (iii) as to which any necessary consents, approvals, authorizations, permits,
filings or notifications have heretofore been obtained or filed, as the case may
be, by the Company.                                                             

SECTION 2.06.  COMPLIANCE; PERMITS.  (a) Except as set forth in         
Section 2.06(a) of the Company Disclosure Schedule or the Company SEC Documents,
neither the Company nor any of its subsidiaries is in default or violation of,  
(i) any law, rule, regulation, order, judgment or decree applicable to the      
Company or any of its subsidiaries or by which its or any of their respective   
properties is bound or (ii) any note, bond, mortgage, indenture, contract,      
agreement, lease, license, permit, franchise or other instrument or obligation  
to which the Company or any of its subsidiaries is a party or by which the      
Company or any of its subsidiaries or its or any of their respective properties 
is bound, except for any such conflicts, defaults or violations which would not 
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect.                                                                 

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  No investigation by any Governmental Authority with respect to the Company
or any of its subsidiaries is pending or, to the Company's knowledge,           
threatened, except as disclosed in the Company SEC Documents, except for        
investigations which, if they resulted in action being taken against the Company
would not, individually or in the aggregate, reasonably be expected to have a   
Material Adverse Effect.                                                        

(b) Except as set forth in Section 2.06(b) of the Company Disclosure    
Schedule or the Company SEC Documents, the Company and its subsidiaries hold all
permits, licenses, easements, variances, exemptions, consents, certificates,    
orders and approvals from governmental authorities which are material to the    
operation of the business of the Company and its subsidiaries, taken as a whole,
as it is now being conducted (collectively, the "Company Permits"), except where
the failure to hold such Company Permits would not reasonably be expected,      
individually or in the aggregate, to have a Material Adverse Effect. The Company
and its subsidiaries are in compliance with the terms of the Company Permits,   
except as described in the Company SEC Documents or where the failure to so     
comply would not reasonably be expected, individually or in the aggregate, to   
have a Material Adverse Effect.                                                 

SECTION 2.07.  SEC FILINGS; FINANCIAL STATEMENTS; PROJECTIONS.  (a) The 
Company has filed all reports, schedules, forms, statements and other documents 
(including all exhibits thereto) required to be filed by it with the SEC since  
December 31, 1998 (the "Post-1998 Company SEC Documents"). Except as set forth  
in Section 2.07 of the Company Disclosure Schedule or the Company SEC Documents,
the Post-1998 SEC Documents (i) were prepared in all material respects in       
accordance with the applicable requirements of the Securities Act or the        
Exchange Act, as the case may be, and (ii) did not at the time they were filed  
(or if amended or superseded by a filing prior to the date of this Agreement,   
then on the date of such filing) contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in  
order to make the statements therein, in the light of the circumstances under   
which they were made, not misleading. None of the Company's subsidiaries is     
required to file any forms, reports or other documents with the SEC.            

   (b) Each of the consolidated financial statements (including, in each case,
any related notes thereto) contained in the Post-1998 Company SEC Documents was 
prepared in accordance with United States generally accepted accounting         
principles ("GAAP") applied on a consistent basis throughout the periods        
involved (except as may be indicated in the notes thereto or in the Post-1998   
Company SEC Documents), and fairly presents in all material respects the        
consolidated financial position of the Company and its subsidiaries as at the   
respective dates thereof and the consolidated results of its operations and cash
flows for the periods indicated, except that the unaudited interim financial    
statements (i) should be read in conjunction with the Company's consolidated    
financial statements contained in the Company 2000 Form 10-K, and (ii) were or  
are subject to normal and recurring year-end adjustments which were not or are  
not expected to be material in amount. The fact that the Company amends any of  
the Post-1998 Company SEC Documents in response to comments received from the   
staff of the SEC upon its review of the Joint Proxy Statement/Prospectus shall  
not, in and of itself and without regard to the substance of any such amendment,
be deemed prima facie or conclusive evidence that the representation and        
warranty contained in this Section 2.07(b) is not true and correct.             

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(c) The projections of the Company's revenues and net income for the    
calendar quarters ended September 30, 2001 and December 31, 2001 previously     
delivered to Parent were prepared in good faith and, to the Company's knowledge,
are reasonable as of the date hereof except as they may be affected by          
conditions in the semiconductor industry generally or the discrete electronics  
component industry generally, the effects of the announcement of the            
transactions contemplated by this Agreement (including, without limitation,     
personnel changes, and any disruption of customer, supplier or employee         
relationships), or changes in economic, regulatory or political conditions      
generally or in any region in the world.                                        

    SECTION 2.08.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as set forth in
Section 2.08 or Section 4.01 of the Company Disclosure Schedule or the Company  
SEC Documents or as contemplated by this Agreement, since December 31, 2000, the
Company has conducted its business in the ordinary course and there has not     
occurred: (i) any changes, effects or circumstances constituting, or which would
reasonably be expected to constitute, individually or in the aggregate, a       
Material Adverse Effect; (ii) any amendments or changes in the Company Charter  
Documents; (iii) any material changes to any Company Employee Plans or other    
employee benefit arrangements or agreements, including the establishment of any 
new such plans, arrangements or agreements or the extension of coverage under   
any such plans, arrangements or agreements to new groups of employees or other  
individuals, except that with respect to Non-U.S. Plans (as defined in          
Section 2.11(a)), any such material changes that the Company in good faith is   
not able to list on the Company Disclosure Schedule by the date of this         
Agreement may be included on the Employee Benefits Supplemental Disclosure      
Schedule (as defined in Section 2.11(a)); (iv) any damage to, destruction or    
loss of any asset of the Company (not covered by insurance) that would          
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect; (v) any material change by the Company in its accounting        
methods, principles or practices (other than as required by changes in GAAP     
subsequent to the date hereof); or (vi) other than in the ordinary course of    
business, any sale of a material amount of assets of the Company.               

SECTION 2.09.  NO UNDISCLOSED LIABILITIES.  Except as set forth in      
Section 2.09 or 4.01 of the Company Disclosure Schedule or the Company SEC      
Documents, neither the Company nor any of its subsidiaries has any liabilities  
(absolute, accrued, contingent or otherwise), except liabilities (a) in the     
aggregate adequately provided for in the Company's unaudited balance sheet      
(including any related notes thereto) as of June 30, 2001 included in the       
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (the
"2001 Company Balance Sheet"), (b) incurred in the ordinary course of business  
and not required under GAAP to be reflected on the 2001 Company Balance Sheet,  
(c) incurred since June 30, 2001 in the ordinary course of business,            
(d) incurred in connection with this Agreement or the Merger or the other       
transactions contemplated hereby, or (e) which would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.            

  SECTION 2.10.  ABSENCE OF LITIGATION.  Except as set forth in Section 2.10
and Section 2.19(c) of the Company Disclosure Schedule or the Company SEC       
Documents or arising out of the transactions contemplated by this Agreement,    
there are no claims, actions, suits, proceedings or investigations pending or,  
to the knowledge of the Company, threatened against the Company or any of its   
subsidiaries, or any properties or assets of the Company or any of its          
subsidiaries, before any court, arbitrator or Governmental Authority, that would
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect.                                                                 

   SECTION 2.11.  EMPLOYEE BENEFIT PLANS; EMPLOYMENT AGREEMENTS.  (a) "Company
Employee Plans" shall mean all "employee pension benefit plans" (as defined in  
Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended 
("ERISA"), all "employee welfare benefit plans" (as defined in Section 3(1) of  
ERISA), all similar plans maintained outside the United States and not required 
by applicable law (any non-U.S., Company Employee Plan not required by          
applicable law, a "Non-U.S. Plan") and all other bonus, stock option, stock     
purchase, incentive, deferred compensation, supplemental retirement, severance  
and other similar fringe or employee benefit plans, programs or                 

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arrangements (including those which contain change of control provisions or     
pending change of control provisions), and any employment, executive            
compensation or severance agreements (including those which contain change of   
control provisions or pending change of control provisions), whether maintained 
in the U.S. or a Non-U.S. Plan, written or otherwise, as amended, modified or   
supplemented, maintained or contributed to by the Company or a subsidiary of the
Company for the benefit of, or relating to, any former or current employee,     
officer or director (or any of their beneficiaries) of the Company or a         
subsidiary of the Company. The term "Affiliate Plan" shall mean any other such  
plan, program or arrangement with respect to which the Company or any subsidiary
of the Company has or would reasonably be expected to have any material         
liability, either as a member of a controlled group of corporations or trades or
businesses, as defined under section 414 of the Code and comparable provisions  
of ERISA, or by contractual arrangement. Section 2.11(a) of the Company         
Disclosure Schedule lists each material Company Employee Plan and each material 
Affiliate Plan; PROVIDED, HOWEVER, that the Company may omit from the Company   
Disclosure Schedule and instead include in an employee benefits supplement to   
the Company Disclosure Schedule (the "Employee Benefits Supplemental Disclosure 
Schedule") any material Non-U.S. Plan that the Company in good faith is not able
to list on Section 2.11 of the Company Disclosure Schedule by the date of this  
Agreement. The Employee Benefits Supplemental Disclosure Schedule shall be      
delivered to Parent as promptly as practicable but in no event later than       
30 days after the date hereof. With respect to each Company Employee Plan or    
Affiliate Plan listed in Section 2.11(a) of the Company Disclosure Schedule, the
Company has provided or made available to Parent, and, with respect to each     
Company Employee Plan or Affiliate Plan listed in the Employee Benefits         
Supplemental Disclosure Schedule, the Company will provide or make available at 
such time as the Employee Benefits Supplemental Disclosure Schedule is provided 
to Parent: (i) each such written Company Employee Plan (and, with respect to    
Company Employee Plans that provide equity-based benefits or that cover 50 or   
more participants, a written description in English of any Company Employee Plan
which is not written, provided however, that such written descriptions may be   
included on the Employee Benefits Supplemental Disclosure Schedule to the extent
that the Company in good faith is not able to provide such descriptions by the  
date hereof) and any related trust agreement, material insurance or other       
contract (including a policy), if any, the most recently prepared summary plan  
description, if any, summary of material modifications the substance of which is
not already incorporated in the corresponding summary plan description or       
Company Employee Plan document, if any, and communications distributed to one or
more plan participants that would reasonably be expected to materially modify   
the terms of any Company Employee Plan or summary plan description, whether     
through information actually conveyed in the communication or through a failure 
to convey information; (ii) the most recent annual report on Form 5500 series   
(or equivalent filing with respect to Non-U.S. Plans), with accompanying        
schedules and attachments, filed with respect to each Company Employee Plan;    
(iii) the most recent actuarial valuation, if any, for each Company Employee    
Plan and each material Affiliate Plan subject to Title IV of ERISA and each     
material Non-U.S. Plan, to the extent applicable; and (iv) the most recent      
favorable determination letters issued for each Company Employee Plan and       
related trust which is intended to be qualified under Section 401(a) of the Code
(and, if an application for such determination is pending, a copy of the        
application for such determination).                                            

(b) Except as set forth in Section 2.11(b) of the Company Disclosure    
Schedule or, with respect to Non-U.S. Plans, the Employee Benefits Supplemental 
Disclosure Schedule, or as disclosed in the Post-1998 Company SEC Documents     
(i) none of the Company Employee Plans or Affiliate Plans promises or provides  
medical or other welfare benefits to any director, officer, employee or         
consultant (or any of their beneficiaries) after their service with the Company 
or its subsidiary or affiliate terminates, other than as required by            
Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA           
(hereinafter, "COBRA"), or any similar state laws; (ii) none of the Company     
Employee Plans or Affiliate Plans is a "multiemployer plan" as such term is     
defined in Section 3(37) of ERISA and no                                        

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Non-U.S. Plan is a multiemployer plan and no Company Employee Plan or Affiliate 
Plan has incurred any withdrawal liability that remains unsatisfied that would  
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect; (iii) neither the Company nor any of its subsidiaries, any of   
their respective executives nor, to the knowledge of the Company, any other     
party in interest or disqualified person (as defined in Section 3(14) of ERISA  
and Section 4975 of the Code) has engaged in a transaction with respect to any  
Company Employee Plan or Affiliate Plan which would reasonably be expected to   
subject the Company or any subsidiary, directly or indirectly, to a tax, penalty
or other liability for prohibited transactions under ERISA or Section 4975 of   
the Code that would reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect; (iv) neither the Company or any of its          
subsidiaries, nor any executive of the Company or one of its subsidiaries as    
fiduciary of the Company Employee Plans or to the knowledge of the Company any  
other fiduciary of any Company Employee Plan has breached any of the            
responsibilities or obligations imposed upon fiduciaries under Title I of ERISA 
and that would reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect; (v) all Company Employee Plans, and to the knowledge 
of the Company, all Affiliate Plans have been established and maintained in     
accordance with their terms and have been operated in compliance in all respects
with the requirements of applicable law, including all filing requirements with 
the Department of Labor except for such failure as would not reasonably be      
expected, individually or in the aggregate, to have a Material Adverse Effect;  
(vi) each Company Employee Plan which is intended to be qualified under         
Section 401(a) of the Code is the subject of a favorable determination letter   
from the Internal Revenue Service (the "IRS"); (vii) all contributions required 
to be made with respect to any Company Employee Plan (whether pursuant to the   
terms of such plan, Section 412 of the Code, any collective bargaining          
agreement, or otherwise) have been made on or before their due dates (including 
any extensions thereof) except to the extent any failure to have made such a    
contribution on or before its due date would not reasonably be expected to      
result in a current or future liability that would reasonably be expected,      
individually or in the aggregate, to have a Material Adverse Effect;            
(viii) with respect to each Company Employee Plan and each Affiliate Plan, no   
"reportable event" within the meaning of Section 4043 of ERISA (excluding any   
such event for which the 30-day notice requirement has been waived under the    
regulations to Section 4043 of ERISA) has occurred with respect to which the    
Company or one of its subsidiaries has any outstanding liability that would     
reasonably be expected to have a Material Adverse Effect, and no Company action 
has occurred that resulted or is reasonably likely to result in any adverse     
liability for any Non-U.S. Plan that, in any case, reasonably would be expected,
individually or in the aggregate, to have a Material Adverse Effect; (ix) none  
among the Company or any subsidiary thereof has incurred (or would reasonably be
expected to incur) any liability that remains unsatisfied, or reasonably expects
to incur any liability, under Title IV of ERISA with respect to either a Company
Employee Plan or an Affiliate Plan including, without limitation, with respect  
to an event described in Section 4062, 4063 or 4041 of ERISA (other than        
liability for premium payments to the Pension Benefit Guaranty Corporation (the 
"PBGC") arising in the ordinary course) that would reasonably be expected,      
individually or in the aggregate, to have a Material Adverse Effect; and        
(x) other than routine claims for benefits made in the ordinary course of the   
operation of the Company Employee Plans, there are no pending, nor to the       
Company's knowledge, any threatened, claims, investigations or causes of action 
with respect to any Company Employee Plan or Affiliate Plan, whether maintained 
in the U.S. or a Non-U.S. Plan, whether made by a participant or beneficiary of 
such a plan, a governmental agency or otherwise, against the Company or any     
subsidiary of the Company, any Company director, officer or employee, any       
Company Employee Plan, or Affiliate Plan or any fiduciary of a Company Employee 
Plan or, to the knowledge of the Company, Affiliate Plan that, in any case,     
would reasonably be expected, individually or in the aggregate, to have a       
Material Adverse Effect.                                                        

  (c) The Company has set forth in Section 2.11(c) of the Company Disclosure
Schedule the aggregate number of options to purchase Company Common Stock       
outstanding as of the date hereof, and will provide to Parent, as soon as       
practicable after the date hereof but no later than upon delivery               

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of the Employee Benefits Supplemental Disclosure Schedule, a true and complete  
list of each current or former employee, consultant, officer or director of the 
Company or any of its subsidiaries who, as of two days prior to the date such   
list is delivered, which date shall be subsequent to the date of this Agreement,
holds (i) any option to purchase the Company Common Stock, together with the    
number of shares of the Company Common Stock subject to such option, the        
exercise price of such option (to the extent determined as of the date hereof), 
whether such option is intended to qualify as an incentive stock option within  
the meaning of Section 422(b) of the Code and the expiration date of such       
option; (ii) any shares of Company Common Stock that, as of two days prior to   
the date such list is delivered, which date shall be subsequent to the date of  
this Agreement, were unvested or subject to a repurchase option, risk of        
forfeiture or other condition providing that such shares may be forfeited or    
repurchased by the Company upon any termination of the stockholder's employment,
directorship or other relationship with the Company or any of its subsidiaries  
or which shares are subject to performance-based vesting; and (iii) any other   
award or right (including share units), directly or indirectly, to receive      
Company Common Stock (or any other unit of Company equity) or any amount payable
by reference to Company Common Stock (or any other unit of Company equity),     
together with the number of shares of Company Common Stock (or any other unit of
Company equity) subject to such right.                                          

   (d) To the extent not already included and so labeled in Section 2.11(a) or
such other section of the Company Disclosure Schedule as is specifically        
referenced in Section 2.11(d) of the Company Disclosure Schedule,               
Section 2.11(d) of the Company Disclosure Schedule sets forth a true and        
complete (i) list of all material outstanding agreements with any consultants   
who provide services to the Company or any of its subsidiaries; (ii) list of all
material agreements with respect to the services of independent contractors or  
leased employees who provide services to the Company or any of its subsidiaries,
whether or not they participate in any of the Company Employee Plans;           
(iii) description of any situation in which a material portion of the workforce 
of a component of the Company or its subsidiaries, whether such component is a  
subsidiary, unit, work location, line of business or otherwise, is composed of  
non common law employees, whether consultants, independent contractors or       
otherwise, which description shall include, if applicable, representative       
samples of agreements with such non common law employees; and (iv) list of all  
material worker council agreements of the Company or any of its subsidiaries    
with or relating to its employees.                                              

(e) Except as set forth in Section 2.11(e) of the Company Disclosure    
Schedule, with respect to each Company Employee Plan or material Affiliate Plan 
that is subject to Title IV of ERISA, since the date of the most recent         
actuarial report prepared by each such plan's actuary with respect to that      
plan's most recently completed fiscal year, nothing has occurred that would     
materially adversely affect the funding status of such Company Employee Plan    
that is not attributable to a decline in the market value of the plan's assets  
or an increase in the plan's liabilities in the ordinary course.                

(f) Except as set forth in Section 2.11(f) of the Company Disclosure    
Schedule or, with respect to Non-U.S. Plans, the Employee Benefits Supplemental 
Disclosure Schedule, the consummation of the transactions contemplated by this  
Agreement, either alone or in combination with another event, will not          
(i) result in any payment (including, without limitation, severance, golden     
parachute or bonus payments or otherwise) becoming due pursuant to any Company  
Employee Plan to any current or former director, officer, employee or consultant
of the Company which either alone or in the aggregate are material, (ii) result 
in any material increase in the amount of compensation or benefits payable      
pursuant to any Company Employee Plan in respect of any director, officer,      
employee or consultant of the Company, or (iii) accelerate the vesting or timing
of payment of any benefits or compensation payable pursuant to any Company      
Employee Plan in respect of any director, officer, employee or consultant of the
Company.                                                                        

    (g) There are no complaints, charges or claims against the Company or any of
its subsidiaries pending or, to the knowledge of the Company, threatened to be  
brought by or filed with any governmental authority based on, arising out of, in
connection with or otherwise relating to the                                    

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classification of any individual by the Company as an independent contractor or 
"leased employee" (within the meaning of section 414(n) of the Code) rather than
as an employee, and the Company neither knows nor should the Company know of any
conditions under which the Company or any of its subsidiaries is reasonably     
likely to incur any such liability that in each case would reasonably be        
expected, individually or in the aggregate, to have a Material Adverse Effect.  

   (h) The Company shall indicate on Section 2.11(h) of the Company Disclosure
Schedule (i) with respect to each participant in any executive severance plan or
arrangement, whether such employee has entered into an agreement or a provision 
of an agreement prohibiting or restricting such employee from accepting         
employment or otherwise engaging in activity that is in competition with the    
business of the Company or its subsidiaries (other than with respect to the use 
of confidential information or trade secrets) after the termination of such     
individual's employment with the Company (a "Non-Competition Agreement"); and   
(ii) a description of those classes of employees that are required to execute a 
Non-Competition Agreement.                                                      

(i) Section 2.11(i) of the Company Disclosure Schedule sets forth the   
maximum amount of payments (including any gross-up benefits referred to in the  
following sentence), for which the Company is reasonably expected to be liable, 
as a result of the transactions contemplated by this Agreement, under (i) any   
employment, severance or other agreements with consultants to or employees or   
executives of the Company, (ii) any severance plans or agreements (or sections  
of other plans or agreements that provide for severance payments) with respect  
to executives of the Company, (iii) any other Company Employee Plan, including, 
without limitation, cash out of stock options and other equity-based            
compensation, accelerated or enhanced payments for deferred compensation or     
retirement plans and payment of performance bonuses, assuming, for purposes of  
this sentence, the termination following the Merger of such consultant, employee
or executive; it being understood that the amounts set forth on                 
Section 2.11(i) of the Company Disclosure Schedule only include amounts that are
payable, increased or otherwise enhanced as a result of the transactions        
contemplated by this Agreement. Other than as set forth on Section 2.11(i) of   
the Company Disclosure Schedule, no employee is entitled to any benefits that   
include a gross-up with respect to excise taxes pursuant to Section 280G of the 
Code.                                                                           

SECTION 2.12.  EMPLOYMENT AND LABOR MATTERS.  Except as set forth in    
Section 2.11(b) or Section 2.12 of the Company Disclosure Schedule or the       
Company SEC Documents:                                                          

  (a) Each of the Company and its subsidiaries is in compliance, and has not
failed to be in compliance as a result of which it would reasonably be expected 
now or in the future to have liability, with all applicable U.S. and non-U.S.   
laws, agreements and contracts relating to employment practices, terms and      
conditions of employment, and the employment of former, current, and prospective
employees, independent contractors and "leased employees" (within the meaning of
Section 414(n) of the Code) of the Company or any of its subsidiaries, including
all such U.S. and non-U.S. laws, agreements and contracts relating to wages,    
hours, collective bargaining, employment discrimination, immigration,           
disability, civil rights, human rights, fair labor standards, occupational      
safety and health, workers' compensation, pay equity, wrongful discharge and    
violation of the potential rights of such former, current, and prospective      
employees, independent contractors and leased employees, and has timely prepared
and filed all appropriate forms (including Immigration and Naturalization       
Service Form I-9) required by any relevant Governmental Authority, except where 
the failure to be or have been in compliance would not, individually or in the  
aggregate, reasonably be expected to have a Material Adverse Effect.            

(b) Neither the Company nor any of its subsidiaries is a party to any   
material U.S. or non-U.S. collective bargaining agreement or other labor union  
contract applicable to persons employed by the Company or its subsidiaries, nor,
to the knowledge of the Company, are there any activities or proceedings of any 
labor union to organize any employees of the Company or any of its subsidiaries.

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    (c) Neither the Company nor any of its subsidiaries is in breach of any U.S.
or non-U.S. collective bargaining agreement or labor union contract, or has any 
knowledge of any strikes, slowdowns, work stoppages, lockouts, or threats       
thereof, by or with respect to any employees of the Company or any of its       
subsidiaries which breach, strike, slowdown, work stoppage, lockout or threat   
would reasonably be expected, individually or in the aggregate, to have a       
Material Adverse Effect.                                                        

SECTION 2.13.  REGISTRATION STATEMENT; JOINT PROXY                      
STATEMENT/PROSPECTUS.  (a) Subject to the accuracy of the representations of    
Parent and Merger Sub in Section 3.13:                                          

(i) the information supplied by the Company for inclusion in the        
Registration Statement shall not at the time the Registration Statement is      
declared effective by the SEC contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in   
order to make the statements therein not misleading; and                        

   (ii) the information supplied by the Company for inclusion or incorporation
by reference in the joint proxy statement/prospectus to be sent to the          
stockholders of the Company in connection with the Company Stockholders Meeting 
and to the stockholders of Parent in connection with the Parent Stockholders    
Meeting (the Company Stockholders Meeting and the Parent Stockholders Meeting   
together being referred to as the "Stockholders Meetings"; and such joint proxy 
statement/prospectus as amended or supplemented is referred to herein as the    
"Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy       
Statement/Prospectus (or any amendment thereof or supplement thereto) is mailed 
to stockholders or at the respective times of the Stockholders Meetings, contain
any statement which, at such time and in light of the circumstances under which 
it shall be made, is false or misleading with respect to any material fact, or  
omit to state any material fact required to be stated therein or necessary in   
order to make the statements made therein not false or misleading or necessary  
to correct any statement in any earlier written communication to stockholders   
with respect to the solicitation of proxies for the Stockholders Meetings which 
has become false or misleading.                                                 

(b) If at any time prior to the respective vote of stockholders at the  
Stockholders Meetings, any event relating to the Company or any of its          
respective affiliates, officers or directors is discovered by the Company which 
is required to be set forth in an amendment to the Registration Statement or a  
supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly  
inform Parent and Merger Sub.                                                   

(c) The Joint Proxy Statement/Prospectus (to the extent it relates to   
information supplied by the Company for inclusion or incorporation by reference)
shall comply in all material respects with the requirements of all applicable   
laws, including the Securities Act and the Exchange Act.                        

 (d) Notwithstanding the foregoing, the Company makes no representation or
warranty with respect to any information supplied by Parent or Merger Sub or any
third party that is contained or incorporated by reference in, or furnished in  
connection with the preparation of, the Joint Proxy Statement/Prospectus.       

SECTION 2.14.  RESTRICTIONS ON BUSINESS ACTIVITIES.  Except for this    
Agreement or as set forth in Section 2.14 of the Company Disclosure Schedule or 
the Company SEC Documents, there is no agreement, judgment, injunction, order or
decree binding upon the Company or any of its subsidiaries which has or would   
reasonably be expected to have the effect of prohibiting or restricting the     
conduct of business by the Company or any of its subsidiaries as currently      
conducted by the Company or such subsidiary, or restricting any transactions    
(including payment of dividends and distributions) between the Company and its  
subsidiaries, except for any prohibition or restriction as would not reasonably 
be expected, individually or in the aggregate, to have a Material Adverse       
Effect.                                                                         

   SECTION 2.15.  TITLE TO PROPERTY.  Except as set forth in Sections 2.15 and
2.19(b) of the Company Disclosure Schedule or the Company SEC Documents, each of
the Company and its subsidiaries has marketable title to all of its owned real  
properties and other owned assets, free and                                     

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clear of all liens, charges and encumbrances, except for (i) statutory liens for
taxes that are not yet due and payable or are being contested in good faith,    
(ii) statutory or common law liens in favor of carriers, warehousemen, mechanics
and materialmen, to secure claims for labor, materials or supplies and other    
like liens and (iii) such liens or other imperfections of title, if any, as do  
not materially interfere with the present use of the assets affected thereby or 
which would not reasonably be expected, individually or in the aggregate, to    
have a Material Adverse Effect, and except for liens which secure indebtedness  
reflected in the 2001 Company Balance Sheet; and, to the knowledge of the       
Company, all leases pursuant to which the Company or any of its subsidiaries    
lease from others material amounts of real or personal property are in good     
standing, valid and effective in accordance with their respective terms, and    
there is not, to the knowledge of the Company, under any of such leases, any    
existing material default or event of default (or event which with notice or    
lapse of time, or both, would constitute a material default or event of         
default), except where the lack of such good standing, validity and             
effectiveness or the existence of such default or event of default would not    
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect.                                                                 

 SECTION 2.16.  TAXES.  Except as set forth in Section 2.16 of the Company
Disclosure Schedule or as would not reasonably be expected, individually or in  
the aggregate, to have a Material Adverse Effect:                               

(a) The Company and each of its subsidiaries has timely and accurately  
filed, or caused to be timely and accurately filed, all Tax Returns required to 
be filed by it, and has paid, collected or withheld, or caused to be paid,      
collected or withheld, all amounts of Taxes required to be paid, collected or   
withheld, other than such Taxes for which adequate reserves in the 2001 Company 
Balance Sheet have been established or which are being contested in good faith. 
There are no claims or assessments pending against the Company or any of its    
subsidiaries for any alleged deficiency in any Tax, there are no pending or, to 
the knowledge of the Company, threatened audits or investigations for or        
relating to any liability in respect of any Taxes, and the Company has not been 
notified in writing of any proposed Tax claims or assessments against the       
Company or any of its subsidiaries (other than in each case, claims or          
assessments for which adequate reserves in the 2001 Company Balance Sheet have  
been established or which are being contested in good faith). Neither the       
Company nor any of its subsidiaries has executed any waivers or extensions of   
any applicable statute of limitations to assess any amount of Taxes. There are  
no outstanding requests by the Company or any of its subsidiaries for any       
extension of time within which to file any Tax Return or within which to pay any
amounts of Taxes shown to be due on any Tax Return. To the best knowledge of the
Company, there are no liens for amounts of Taxes on the assets of the Company or
any of its subsidiaries except for statutory liens for current Taxes not yet due
and payable. There are no outstanding powers of attorney enabling any party to  
represent the Company or any of its subsidiaries with respect to Taxes.         

Other than with respect to the Company and its subsidiaries, neither the
Company nor any of its subsidiaries is liable for Taxes of any other person, or 
is currently under any contractual obligation to indemnify any person with      
respect to any amounts of Taxes (except for customary agreements to indemnify   
lenders or security holders in respect of Taxes and except for provisions in    
agreements for the divestiture of subsidiaries, assets or business lines of the 
Company or its subsidiaries that require the Company or its subsidiaries (as    
applicable) to indemnify a purchaser or purchaser group for amounts of Taxes of 
the Company or its subsidiaries (as applicable) in the nature of sales or       
similar Taxes incurred as a consequence of any such divestiture transactions),  
or is a party to any tax sharing agreement or any other agreement providing for 
payments by the Company or any of its subsidiaries with respect to any amounts  
of Taxes.                                                                       

(b) For purposes of this Agreement, the term "Tax" shall mean any United
States federal, foreign, national, state, provincial, local or other            
jurisdictional income, gross receipts, property, sales, use, license, excise,   
franchise, employment, payroll, estimated, alternative, or add-on minimum, ad   
valorem, transfer or excise tax, or any other tax, custom, duty, governmental   
fee or other like assessment or                                                 

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charge imposed by any Governmental Authority, together with any interest or     
penalty imposed thereon. The term "Tax Return" shall mean a report, return or   
other information (including any attached schedules or any amendments to such   
report, return or other information) required to be supplied to or filed with a 
Governmental Authority with respect to any Tax, including an information return,
claim for refund, amended return or declaration or estimated Tax.               

SECTION 2.17.  ENVIRONMENTAL MATTERS.  (a) Except as set forth in       
Section 2.17(a) to the Company Disclosure Schedule or in the Company SEC        
Documents or as would not reasonably be expected, individually or in the        
aggregate, to have a Material Adverse Effect, the operations and properties of  
the Company and its subsidiaries are in compliance with the Environmental Laws, 
which compliance includes the possession by the Company and its subsidiaries of 
all permits and governmental authorizations required under applicable           
Environmental Laws, and compliance with the terms and conditions thereof.       

(b) Except as set forth in Section 2.17(b) of the Company Disclosure    
Schedule or the Company SEC Documents or as would not reasonably be expected,   
individually or in the aggregate, to have a Material Adverse Effect, there are  
no Environmental Claims, including claims based on "arranger liability," pending
or, to the knowledge of the Company, threatened against the Company or any of   
its subsidiaries or, to the knowledge of the Company, against any person or     
entity whose liability for any Environmental Claim the Company or any of its    
subsidiaries has retained or assumed.                                           

(c) Except as set forth on Section 2.17(c) of the Company Disclosure    
Schedule or in the Company SEC Documents, to the knowledge of the Company, there
are no past or present actions, circumstances, conditions, events or incidents, 
including the release, emission, discharge, presence or disposal of any         
Materials of Environmental Concern, that are reasonably likely to form the basis
of any Environmental Claim against the Company or any of its subsidiaries or    
against any person or entity whose liability for any Environmental Claim the    
Company or any of its subsidiaries have retained or assumed, except for such    
Environmental Claims that would not reasonably be expected, individually or in  
the aggregate, to have a Material Adverse Effect.                               

(d) Except as would not reasonably be expected, individually or in the  
aggregate, to have a Material Adverse Effect or as set forth in Section 2.17(d) 
of the Company Disclosure Schedule or the Company SEC Documents, (i) to the     
knowledge of the Company, there are no off-site locations where the Company or  
any of its subsidiaries has stored, disposed or arranged for the disposal of    
Materials of Environmental Concern which have been listed on the National       
Priority List, CERCLIS, or state Superfund site list, and the Company and its   
subsidiaries have not been notified that any of them is a potentially           
responsible party at any such location; and (ii) there is no friable asbestos   
containing material contained in or forming part of any building, building      
component, structure or office space owned, leased or operated by the Company or
any of its subsidiaries.                                                        

 (e) Except as would not reasonably be expected to have a Material Adverse
Effect, the Company is not reasonably expected to have liability for            
Environmental Claims beyond the reserve recorded on the 2001 Company Balance    
Sheet for environmental matters.                                                

(f) For purposes of this Agreement:                                     

(i) "Environmental Claim" means any claim, action, cause of action,     
investigation or notice (in each case in writing or, if not in writing, to the  
knowledge of the Company) by any person or entity alleging potential liability  
(including potential liability for investigatory costs, cleanup costs,          
governmental response costs, natural resources damages, property damages,       
personal injuries, or penalties) arising out of, based on or resulting from the 
presence, or release or threat of release into the environment, of any Material 
of Environmental Concern at any location, whether or not owned or operated by   
Parent or the Company or any of their respective subsidiaries.                  

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(ii) "Environmental Laws" means, as they exist on the date hereof, all  
applicable United States federal, state, local and non-U.S. laws, regulations,  
codes and ordinances, relating to pollution or protection of human health (as   
relating to the environment or the workplace) and the environment (including    
ambient air, surface water, ground water, land surface or sub-surface strata),  
including laws and regulations relating to emissions, discharges, releases or   
threatened releases of Materials of Environmental Concern, or otherwise relating
to the use, treatment, storage, disposal, transport or handling of Materials of 
Environmental Concern, including, but not limited to Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et  
seq., Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section 6901 et
seq., Toxic Substances Control Act ("TSCA"), 15 U.S.C. Section 2601 et seq.,    
Occupational Safety and Health Act ("OSHA"), 29 U.S.C. Section 651 et seq., the 
Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C.   
Section 1251 et seq., each as may have been amended or supplemented, and any    
applicable environmental transfer statutes or laws.                             

(iii) "Materials of Environmental Concern" means chemicals, pollutants, 
contaminants, hazardous materials, hazardous substances and hazardous wastes,   
medical waste, toxic substances, petroleum and petroleum products and           
by-products, asbestos-containing materials, PCBs, and any other chemicals,      
pollutants, substances or wastes, in each case regulated under any Environmental
Law.                                                                            

 SECTION 2.18.  BROKERS.  There is no investment banker, broker, finder or
other intermediary, other than Credit Suisse First Boston (the "Company         
Financial Advisor"), the fees and expenses of which will be paid by the Company,
that has been retained by or is authorized to act on behalf of the Company or   
any of its affiliates who might be entitled to any fee or commission in         
connection with the transactions contemplated by this Agreement. The Company has
heretofore furnished to Parent a complete and correct copy of all agreements or 
other arrangements, whether written or oral, between the Company and the Company
Financial Advisor pursuant to which the Company would have any obligation to    
such firm arising out of the transactions contemplated by this Agreement.       

SECTION 2.19.  INTELLECTUAL PROPERTY.  (a) As used herein, the term     
"Intellectual Property Assets" shall mean all worldwide intellectual property   
rights, including, without limitation, patents, trademarks, service marks,      
copyrights, and registrations and applications therefor, licenses, trade names, 
Internet domain names, know-how, trade secrets, computer software programs and  
development tools and proprietary information, technologies and processes, and  
all documentation and media describing or relating to the above, in any format, 
whether hard copy or machine-readable only. As used herein, "Company            
Intellectual Property Assets" shall mean the Intellectual Property Assets used  
or owned by the Company or any of its subsidiaries.                             

(b) Except as set forth in Section 2.19(b) of the Company Disclosure    
Schedule or as would not reasonably be expected, individually or in the         
aggregate to have a Material Adverse Effect, the Company and/or each of its     
subsidiaries owns, or is licensed or otherwise possesses legally enforceable    
rights to use, all of the Company Intellectual Property Assets that are used in 
and are material to the business of the Company and its subsidiaries as         
currently conducted, without infringing or violating the rights of others.      

(c) Except as set forth in Section 2.19(c) of the Company Disclosure    
Schedule or as would not reasonably be expected, individually or in the         
aggregate, to have a Material Adverse Effect, no claims (i) are currently       
pending or, to the knowledge of the Company, are threatened by any person with  
respect to the Company Intellectual Property Assets, or (ii) are, to the        
knowledge of the Company, currently pending or threatened by any person with    
respect to the Intellectual Property Assets of a third party (the "Third Party  
Intellectual Property Assets") to the extent arising out of any use,            
reproduction or distribution of, or of products or methods covered by, such     
Third Party Intellectual Property Assets by or through the Company or any of its
subsidiaries.                                                                   

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(d) Except as set forth in Section 2.19(d) of the Company Disclosure    
Schedule, to the Company's knowledge, there are no valid grounds for any bona   
fide claim to the effect that the manufacture, offer for sale, sale, licensing  
or use of any product, system or method either (i) now used, offered for sale,  
sold or licensed or, (ii) to the Company's knowledge as of the date hereof,     
scheduled for commercialization prior to the first anniversary of the date      
hereof, in each case by or for the Company or any of its subsidiaries, infringes
on any Third Party Intellectual Property Assets.                                

   (e) Section 2.19(e) of the Company Disclosure Schedule sets forth a list of
(i) to the Company's knowledge, all patents and patent applications owned by the
Company and/or each of its subsidiaries worldwide; (ii) to the Company's        
knowledge, all trademark and service mark registrations and all trademark and   
service mark applications; (iii) all material common law trademarks, material   
trade dress and material slogans; (iv) to the Company's knowledge, all material 
trade names owned by the Company and/or each of its subsidiaries worldwide;     
(v) to the Company's knowledge, all copyright registrations and copyright       
applications owned by the Company and/or each of its subsidiaries worldwide;    
(vi) to the Company's knowledge, all Internet domain name registrations owned by
the Company and/or its subsidiaries worldwide; and (vii) to the Company's       
knowledge, all material licenses owned by the Company and/or each of its        
subsidiaries in which the Company and/or each of its subsidiaries is (A) a      
licensor with respect to any of the patents, trademarks, service marks, trade   
names, Internet domain names, or copyrights listed in Section 2.19(e) of the    
Company Disclosure Schedule which are material to the Company or (B) a licensee 
of any other person's patents, trade names, trademarks, service marks or        
copyrights material to the Company except for any licenses of software programs 
that are commercially available "off the shelf." Except as set forth in         
Section 2.19(e)(viii) of the Company Disclosure Schedule, the Company and/or    
each of its subsidiaries has made all necessary filings and recordations to     
protect and maintain its interest in the patents, patent applications, trademark
and service mark registrations, trademark and service mark applications,        
Internet domain names, copyright registrations and copyright applications and   
licenses set forth in Section 2.19(e) of the Company Disclosure Schedule, except
where the failure to so protect or maintain would not reasonably be expected,   
individually or in the aggregate, to have a Material Adverse Effect. The Company
may supplement Section 2.19(e) of the Company Disclosure Schedule during the    
30 days following the date of this Agreement, PROVIDED that there shall not be  
omitted from Section 2.19(e) of the Company Disclosure Schedule any Company     
Intellectual Property Assets, where the failure of the Company to own any such  
assets would, individually or in the aggregate, have a Material Adverse Effect. 

(f) To the knowledge of the Company, except as set forth in             
Section 2.19(e)(viii) or 2.19(f) of the Company Disclosure Schedule or the      
Company SEC Documents: (i) each patent, trademark or service mark registration  
and copyright registration of the Company and/or each of its subsidiaries is    
valid and subsisting and (ii) each material license of the Company Intellectual 
Property Assets listed on Section 2.19(e) of the Company Disclosure Schedule is 
valid, subsisting and enforceable.                                              

(g) Except as set forth in Section 2.19(g) of the Company Disclosure    
Schedule, to the Company's knowledge, there is no unauthorized use, infringement
or misappropriation of any of the Company's Intellectual Property Assets by any 
third party, including any employee, former employee, independent contractor or 
consultant of the Company or any of its subsidiaries.                           

SECTION 2.20.  INTERESTED PARTY TRANSACTIONS.  Except as set forth in   
Section 2.20 of the Company Disclosure Schedule or the Company SEC Documents or 
for events as to which the amounts involved do not, in the aggregate, exceed    
$200,000, since the Company's proxy statement dated March 30, 2001, no event has
occurred that would be required to be reported as a Certain Relationship and    
Related Transaction pursuant to Item 404 of Regulation S-K promulgated by the   
SEC.                                                                            

SECTION 2.21.  INSURANCE.  Except as set forth in Section 2.21 of the   
Company Disclosure Schedule or the Company SEC Documents, all material fire and 
casualty, general liability, business interruption, product liability and       
sprinkler and water damage insurance policies maintained by the                 

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Company or any of its subsidiaries are with reputable insurance carriers and, in
character and amount, insure against such risks as are customarily insured      
against by companies in the same or similar businesses and having a similar size
and scope of operations as the Company, except as would not reasonably be       
expected, individually or in the aggregate, to have a Material Adverse Effect. A
list of all such policies will be provided to Parent as a supplement to the     
Company Disclosure Schedule as soon as practicable, but in no event later than  
thirty (30) days after the date hereof.                                         

   SECTION 2.22.  PRODUCTS; PRODUCT LIABILITY AND RECALLS.  (a) As of the date
of this Agreement, the Company has a proven process of wafer fab for a          
200 million cell trench power MOSFET and has delivered the same to customers for
sampling.                                                                       

(b) Except as set forth in Section 2.22(b) of the Company Disclosure    
Schedule or the Company SEC Documents, to the Company's knowledge, there is no  
claim, pending or threatened, against the Company or any of its subsidiaries for
injury to person or property of employees or any third parties suffered as a    
result of the sale of any product or performance of any service by the Company  
or any of its subsidiaries, including claims arising out of the defective or    
unsafe nature of its products or services, which would reasonably be expected,  
individually or in the aggregate, to have a Material Adverse Effect.            

(c) Except as set forth in Section 2.22(c) of the Company Disclosure    
Schedule or the Company SEC Documents, there is no pending or, to the knowledge 
of the Company, threatened recall or investigation of any product sold by the   
Company, which recall or investigation would reasonably be expected,            
individually or in the aggregate, to have a Material Adverse Effect.            

   (d) All of the test results or other information submitted in the past five
years by the Company to any Governmental Authority or independent testing agency
for the rating or certification of any product or facility were, to the         
knowledge of the Company at the time of such submission, true and correct in all
material respects.                                                              

   SECTION 2.23.  OPINION OF FINANCIAL ADVISOR.  The Board of Directors of the
Company has been advised by the Company Financial Advisor to the effect that in 
its opinion, as of the date of such opinion, which date shall be within 2       
business days of the date of this Agreement, the Exchange Ratio is fair to the  
holders of Shares from a financial point of view.                               

  SECTION 2.24.  TAX TREATMENT.  The Company has not taken or agreed to take
any action or failed to take any action, nor is the Company aware of any facts  
or circumstances, that would prevent the Merger from qualifying as a            
reorganization within the meaning of section 368(a) of the Code.                

SECTION 2.25.  SUPPLEMENTS TO THE COMPANY DISCLOSURE SCHEDULE.  No      
disclosure which will be made on any supplements to the Company Disclosure      
Schedule will be of a matter which would be reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect.                         

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ARTICLE III 
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 

  Parent and Merger Sub hereby, jointly and severally, represent and warrant
to the Company as follows:                                                      

 SECTION 3.01.  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  (a) Each of
Parent and Merger Sub is an entity duly organized, validly existing and (to the 
extent the concept of good standing exists in the applicable jurisdiction) in   
good standing under the laws of the jurisdiction of its organization and has the
requisite corporate or other power and authority necessary to own, lease or     
operate the properties it owns, leases or operates and to carry on its business 
as it is now being conducted, except where the failure to be so organized,      
existing and in good standing or to have such power or authority would not      
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect. Each of Parent and Merger Sub is duly qualified or licensed as a
foreign corporation to do business, and is in good standing, in each            
jurisdiction where the character of the properties owned, leased or operated by 
it or the nature of its business activities makes such qualification or         
licensing necessary, except for such failures to be so duly qualified or        
licensed and in good standing that would not, individually or in the aggregate, 
reasonably be expected to have a Material Adverse Effect.                       

  (b) Each "significant subsidiary," as defined in Regulation S-X, of Parent
(substituting for this purpose a 5% threshold for the 10% threshold appearing   
therein; the "Parent Significant Subsidiaries") is an entity duly organized,    
validly existing and (to the extent the concept of good standing exists in the  
applicable jurisdiction) in good standing under the laws of the jurisdiction of 
its organization, and has the requisite corporate or other power and authority  
necessary to own, lease or operate the properties it owns, leases or operates   
and to carry on its business as it is now being conducted, except where the     
failure to be so organized, existing and in good standing or to have such power 
or authority would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect. Each Parent Significant Subsidiary is an     
entity duly qualified or licensed as a foreign corporation to do business and is
in good standing in each jurisdiction where the character of the properties     
owned, leased or operated by it or the nature of its business activities makes  
such qualification or licensing necessary, except where such failure to be so   
duly qualified or licensed and in good standing would not reasonably be expected
to have a Material Adverse Effect. Except as set forth in Section 3.01 of the   
written disclosure schedule previously delivered by Parent to the Company (the  
"Parent Disclosure Schedule"), all of Parent's significant subsidiaries and     
their respective jurisdictions of organization are included in the subsidiary   
list contained in Parent's Annual Report on Form 10-K for the fiscal year ended 
December 31, 2000 (the "Parent 2000 Form 10-K").                                

   SECTION 3.02.  CERTIFICATE OF INCORPORATION AND BY-LAWS.  Parent and Merger
Sub have heretofore made available to the Company a complete and correct copy of
each of its Restated Certificate of Incorporation and By-laws as amended to date
(the "Parent Charter Documents"), and will make available to the Company, as    
promptly as practicable, the Certificate of Incorporation and By-laws (or       
equivalent organizational documents) of each Parent Significant Subsidiary (the 
"Parent Subsidiary Documents") reasonably requested by the Company. All such    
Parent Charter Documents and Parent Subsidiary Documents are in full force and  
effect, except in the case of Parent Subsidiary Documents where the failure to  
be in full force and effect would not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect. Except as would not reasonably
be expected materially to interfere with its operations, neither Parent, Merger 
Sub nor any Parent Significant Subsidiary is in violation of any of the         
provisions of its Certificate of Incorporation or By-laws or equivalent         
organizational documents.                                                       

  SECTION 3.03.  CAPITALIZATION.  (a) The authorized capital stock of Parent
consists of 150,000,000 shares of Parent Common Stock, 20,000,000 shares of     
Parent's Class B convertible common stock, par value $0.10 per share (the       
"Parent Class B Stock") and 1,000,000 shares of preferred stock, par value $1.00
per share ("Parent Preferred Stock"). As of July 27, 2001 (i) 122,432,672 shares
of Parent Common Stock were issued and outstanding, all of which are duly       
authorized, validly issued,                                                     

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fully paid and non-assessable, and none of which have been issued in violation  
of preemptive or similar rights, (ii) 15,506,634 shares of Parent Class B Stock 
were issued and outstanding, all of which are duly authorized, validly issued,  
fully paid and non-assessable, and none of which have been issued in violation  
of preemptive or similar rights, (iii) no shares of Parent Preferred Stock were 
issued and outstanding; (iv) 5,139,543 shares of Parent Common Stock were       
issuable upon conversion of the outstanding shares of Parent Class B Common     
Stock; (v) 9,717,724 shares of Parent Common Stock were issuable upon conversion
of Parent's Liquid Yield Option Notes (LYONs); and (v) shares of Parent Common  
Stock were issuable upon exercise of stock options issued under Parent's stock  
option plans.                                                                   

(b) Except (i) as set forth in Section 3.03(a), (ii) for changes since  
July 27, 2001 resulting from the exercise of stock options, (iii) for securities
of Parent or its subsidiaries convertible into or exchangeable for shares of    
capital stock or voting securities of Parent set forth in the Parent SEC        
Documents and the conversion or exchange thereof, (iv) for other rights to      
acquire immaterial (individually or in the aggregate) amounts of Parent Common  
Stock and changes resulting from the exercise thereof, (v) for changes resulting
from the grant of stock based compensation to directors or employees or         
(vi) for changes resulting from the issuance of stock or other securities in    
connection with a merger or other acquisition or business combination, an       
underwritten public offering or an offering pursuant to Rule 144A under the     
Securities Act approved by Parent's Board of Directors and undertaken in        
compliance with Section 4.03(b), as applicable, there are no outstanding        
(x) shares of capital stock or voting securities of Parent, (y) securities of   
Parent convertible into or exchangeable for shares of capital stock or voting   
securities of Parent or (z) options, warrants or other rights agreements,       
arrangements or commitments of any character, including any stock purchase plan,
binding on Parent, to acquire from Parent or other obligations of Parent to     
issue, any capital stock, voting securities or securities convertible into or   
exchangeable for capital stock or voting securities of Parent. Except as set    
forth in the Parent SEC Documents (as defined in Section 3.06(a)), there are no 
outstanding obligations, contingent or otherwise, of Parent or any of its       
subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Common
Stock or the capital stock of any subsidiary.                                   

    (c) The Parent Common Stock to be delivered as Merger Consideration has been
duly authorized and, when issued and delivered in accordance with the terms of  
this Agreement, will have been validly issued and will be fully paid and        
nonassessable, and the issuance thereof is not subject to any preemptive or     
other similar right.                                                            

   SECTION 3.04.  AUTHORITY RELATIVE TO THIS AGREEMENT.  (a) Parent and Merger
Sub have all necessary corporate power and authority to execute and deliver this
Agreement and to perform their obligations hereunder and to consummate the      
transactions contemplated hereby, subject to the approval of the Parent         
Stockholders Meeting Proposals. The execution, delivery and performance by      
Parent and Merger Sub of this Agreement and the consummation by Parent and      
Merger Sub of the transactions contemplated hereby have been duly and validly   
authorized by all necessary corporate action and no other corporate proceedings 
on the part of Parent or Merger Sub are necessary to authorize this Agreement or
to consummate the transactions so contemplated (other than the approval of the  
Parent Stockholders Meeting Proposals by a majority of the outstanding voting   
power of Parent in accordance with the DGCL, the Parent Charter Documents and   
the rules of the NYSE). This Agreement has been duly and validly executed and   
delivered by Parent and Merger Sub and, assuming the due authorization,         
execution and delivery by the Company of this Agreement, constitutes a legal,   
valid and binding obligation of each of Parent and Merger Sub enforceable       
against each of them in accordance with its terms, subject to any applicable    
bankruptcy, insolvency, reorganization, moratorium or similar laws now or       
hereafter in effect relating to creditors' rights generally or to general       
principles of equity.                                                           

(b) At a meeting duly called and held, or by written consent in lieu of 
meeting, the respective Boards of Directors of Parent and Merger Sub have       
(i) determined that this Agreement, the Merger and the other transactions       
contemplated hereby are fair to and in the best interests of Parent, Merger Sub 
and Parent's stockholders, (ii) approved this Agreement and the transactions    
contemplated hereby,                                                            

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(iii) approved the Parent Stockholder Meeting Proposals and (iv) recommended    
approval of the Parent Stockholder Meeting Proposals by the stockholders of     
Parent at the Parent Stockholders Meeting.                                      

SECTION 3.05.  MATERIAL CONTRACTS; NO CONFLICTS; REQUIRED FILINGS AND   
CONSENTS.  (a) Except as set forth in Section 3.05(a) of the Parent Disclosure  
Schedule, the Parent has filed or incorporated by reference as an exhibit to the
Parent SEC Documents all agreements, contracts, instruments, indentures,        
mortgages, security agreements, guaranties and other documents required to be   
filed as exhibits pursuant to Items 601(b)(4) and 601(b)(10) of Regulation S-K  
(without regard to the exclusion set forth in Item 601(b)(4)(iii)(A)).          

    (b) The execution and delivery of this Agreement by Parent and Merger Sub do
not, and the performance of this Agreement by Parent and Merger Sub will not    
(i) conflict with or violate the Parent Charter Documents, (ii) assuming        
compliance with the matters referred to in Section 3.05(c), conflict with or    
violate the Parent Subsidiary Documents or any law, rule, regulation, order,    
judgment or decree applicable to Parent or any of its subsidiaries or by which  
its or any of their respective properties is bound, or (iii) result in any      
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or impair Parent's or any of its         
subsidiaries' rights or alter the rights or obligations of any third party      
under, or give to others any rights of, or cause any, termination, amendment,   
redemption, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on (including a right to purchase) any of the properties or      
assets of Parent or any of its subsidiaries pursuant to, any note, bond,        
mortgage, indenture, credit facility, contract, agreement, lease, license,      
permit, franchise or other instrument or obligation to which Parent or any of   
its subsidiaries is a party or by which Parent or any of its subsidiaries or its
or any of their respective properties is bound, except, in the case of          
clause (ii) or (iii), for any such conflicts, violations, breaches, defaults or 
other occurrences that would not reasonably be expected, individually or in the 
aggregate, to have a Material Adverse Effect.                                   

    (c) The execution and delivery of this Agreement by Parent and Merger Sub do
not, and the performance of this Agreement by Parent and Merger Sub will not,   
require Parent, Merger Sub or any their subsidiaries to make or seek any        
consent, approval, authorization or permit of, or filing with or notification   
to, any Governmental Authority, except (i) the filing of a Certificate of Merger
with respect to the Merger with the Secretary of State of Delaware; (ii) for    
applicable requirements, if any of the Securities Act, the Exchange Act, state  
securities laws, the HSR Act, and the NYSE; Non-U.S. Monopoly Laws;             
Environmental, Health and Safety Transfer Laws; and the filing and recordation  
of appropriate merger or other documents as required by the DGCL; (iii) where   
the failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or materially delay       
consummation of the Merger, or otherwise prevent or materially delay Parent and 
Merger Sub from performing their respective material obligations under this     
Agreement, or would not otherwise reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect; or (iii) as to which any necessary
consents, approvals, authorizations, permits, filings or notifications have     
heretofore been obtained or filed, as the case may be, by Parent and Merger Sub.

    SECTION 3.06.  COMPLIANCE; PERMITS.  (a) Except as set forth in the reports,
schedules, forms, statements, registration statements, proxy statements and     
other documents (the "Parent SEC Documents") filed by the Parent with the SEC   
since December 31, 2000 and prior to the date of this Agreement, including those
incorporated therein by reference and not superseded by other Parent SEC        
Documents, neither Parent nor any of its subsidiaries is in default or violation
of, (i) any law, rule, regulation, order, judgment or decree applicable to      
Parent or any of its subsidiaries or by which its or any of their respective    
properties is bound or (ii) any note, bond, mortgage, indenture, contract,      
agreement, lease, license, permit, franchise or other instrument or obligation  
to which Parent or any of its subsidiaries is a party or by which Parent or any 
of its subsidiaries or its or any of their respective properties is bound,      
except for any such conflicts, defaults or violations which would not reasonably
be expected, individually or in the aggregate, to have a Material Adverse       
Effect.                                                                         

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    No investigation by any Governmental Authority with respect to Parent or any
of its subsidiaries is pending or, to Parent's knowledge, threatened, except for
investigations which, if they resulted in action being taken against Parent,    
would not, individually or in the aggregate, reasonably be expected to have a   
Material Adverse Effect.                                                        

(b) Except as set forth in the Parent SEC Documents, Parent and its     
subsidiaries hold all permits, licenses, easements, variances, exemptions,      
consents, certificates, orders and approvals from governmental authorities which
are material to the operation of the businesses of Parent and its subsidiaries, 
taken as a whole, as it is now being conducted (collectively, the "Parent       
Permits"), except where the failure to hold such Parent Permits would not       
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect. Parent and its subsidiaries are in compliance with the terms of 
the Parent Permits, except as described in the Parent SEC Documents or where the
failure to so comply would not reasonably be expected, individually or in the   
aggregate, to have a Material Adverse Effect.                                   

   SECTION 3.07.  SEC FILINGS; FINANCIAL STATEMENTS.  (a) Parent has filed all
reports, schedules, forms, statements and other documents (including all        
exhibits thereto) required to be filed by it with the SEC since December 31,    
1998 (the "Post-1998 Parent SEC Documents"). Except as set forth in the Parent  
SEC Documents, the Post-1998 Parent SEC Documents (i) were prepared in all      
material respects in accordance with the applicable requirements of the         
Securities Act or the Exchange Act, as the case may be, and (ii) did not at the 
time they were filed (or if amended or superseded by a filing prior to the date 
of this Agreement, then on the date of such filing) contain any untrue statement
of a material fact or omit to state a material fact required to be stated       
therein or necessary in order to make the statements therein, in the light of   
the circumstances under which they were made, not misleading. Except as set     
forth in Section 3.07 of the Parent Disclosure Schedule, none of the Parent's   
subsidiaries is required to file with the SEC periodic reports pursuant to the  
Exchange Act.                                                                   

   (b) Each of the consolidated financial statements (including, in each case,
any related notes thereto) contained in the Post-1998 Parent SEC Documents was  
prepared in accordance with GAAP applied on a consistent basis throughout the   
periods involved (except as may be indicated in the notes thereto or in the     
Post-1998 Parent SEC Documents), and fairly presents in all material respects,  
the consolidated financial position of Parent and its subsidiaries as at the    
respective dates thereof and the consolidated results of its operations and cash
flows for the periods indicated, except that the unaudited interim financial    
statements (i) should be read in conjunction with the Parent's consolidated     
financial statements contained in the Parent 2000 Form 10-K, and (ii) were or   
are subject to normal and recurring year end adjustments which were not or are  
not expected to be material in amount. The fact that Parent amends any of the   
Post-1998 Parent SEC Documents in response to comments received from the staff  
of the SEC upon its review of the Joint Proxy Statement/Prospectus shall not, in
and of itself and without regard to the substance of any such amendment, be     
deemed prima facie or conclusive evidence that the representation and warranty  
contained in this Section 3.07(b) is not true and correct.                      

  (c) The projections of the Parent revenues and net income for the calendar
quarters ended September 30, 2001 and December 31, 2001, previously delivered to
the Company, were prepared in good faith and, to the Parent's knowledge, are    
reasonable as of the date hereof, except as they may be affected by conditions  
in the semiconductor industry generally or the discrete electronics component   
industry generally, the effects of the announcement of the transactions         
contemplated by this Agreement (including, without limitation, personnel changes
and any disruption of customer, supplier or employee relationships), or changes 
in economic, regulatory or political conditions generally or in any region in   
the world.                                                                      

    SECTION 3.08.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as set forth in
the Parent SEC Documents or as contemplated by this Agreement, since            
December 31, 2000, Parent has conducted its business in the ordinary course and 
there has not occurred: (i) any changes, effects or circumstances constituting, 
or which would reasonably be expected to constitute, individually or in the     
aggregate, a Material Adverse Effect; (ii) any amendments or changes in the     
Parent Charter Documents, except to                                             

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increase the authorized capital of Parent; (iii) any damage to, destruction or  
loss of any asset of Parent (not covered by insurance) that would reasonably be 
expected, individually or in the aggregate, to have a Material Adverse Effect;  
(iv) any material change by Parent in its accounting methods, principles or     
practices (other than as required by GAAP subsequent to the date hereof); or    
(v) other than in the ordinary course of business, any sale of a material amount
of assets of Parent.                                                            

SECTION 3.09.  NO UNDISCLOSED LIABILITIES.  Except as set forth in the  
Parent SEC Documents, neither Parent nor any of its subsidiaries has any        
liabilities (absolute, accrued, contingent or otherwise), except liabilities    
(a) in the aggregate adequately provided for in Parent's unaudited balance sheet
(including any related notes thereto) as of March 31, 2001 included in Parent's 
Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2001 (the   
"2001 Parent Balance Sheet"), (b) incurred in the ordinary course of business   
and not required under GAAP to be reflected on the 2001 Parent Balance Sheet,   
(c) incurred since March 31, 2001 in the ordinary course of business,           
(d) incurred in connection with this Agreement or the Merger or the other       
transactions contemplated hereby, or (e) which would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.            

    SECTION 3.10.  ABSENCE OF LITIGATION.  Except as set forth in the Parent SEC
Documents or arising out of the transactions contemplated by this Agreement,    
there are no claims, actions, suits, proceedings or investigations pending or,  
to the knowledge of Parent, threatened against Parent or any of its             
subsidiaries, or any properties or assets of Parent or any of its subsidiaries, 
before any court, arbitrator or Governmental Authority, that would reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.  

  SECTION 3.11.  EMPLOYEE BENEFIT PLANS; EMPLOYMENT AGREEMENTS.  (a) "Parent
Employee Plans" shall mean all "employee pension benefit plans" (as defined in  
Section 3(2) of ERISA), all "employee welfare benefit plans" (as defined in     
Section 3(1) of ERISA), all similar plans maintained outside the United States  
and not required by applicable law (any non-U.S. Parent Employee Plan not       
required by applicable law, a "Parent Non-U.S. Plan") and all other bonus, stock
option, stock purchase, incentive, deferred compensation, supplemental          
retirement, severance and other similar fringe or employee benefit plans,       
programs or arrangements (including those which contain change of control       
provisions or pending change of control provisions), and any employment,        
executive compensation or severance agreements (including those which contain   
change of control provisions or pending change of control provisions), whether  
maintained in the U.S. or a Parent Non-U.S. Plan, written or otherwise, as      
amended, modified or supplemented, maintained or contributed to by Parent or a  
subsidiary of Parent for the benefit of, or relating to, any former or current  
employee, officer or director (or any of their beneficiaries) of Parent or a    
subsidiary of the Parent. The term "Parent Affiliate Plan" shall mean any other 
such plan, program or arrangement with respect to which Parent or any subsidiary
of Parent has or would reasonably be expected to have any material liability,   
either as a member of a controlled group of corporations or trades or           
businesses, as defined under section 414 of the Code and comparable provisions  
of ERISA, or by contractual arrangement.                                        

    (b) Except as set forth in Section 3.11(b) of the Parent Disclosure Schedule
or as disclosed in the Post-1998 Parent SEC Documents (i) none of the Parent    
Employee Plans or Parent Affiliate Plans is a "multiemployer plan" as such term 
is defined in Section 3(37) of ERISA and no Parent Non-U.S. Plan is a           
multiemployer plan and no Parent Employee Plan or Parent Affiliate Plan has     
incurred any withdrawal liability that remains unsatisfied that would reasonably
be expected, individually or in the aggregate, to have a Material Adverse       
Effect; (ii) neither Parent nor any of its subsidiaries, any of their respective
executives nor, to the knowledge of Parent, any other party in interest or      
disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of   
the Code) has engaged in a transaction with respect to any Parent Employee Plan 
or Parent Affiliate Plan which would reasonably be expected to subject Parent or
any subsidiary, directly or indirectly, to a tax, penalty or other liability for
prohibited transactions under ERISA or Section 4975 of the Code that would      
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect; (iii) neither Parent or any of its subsidiaries, nor any        
executive of Parent or one of its subsidiaries as fiduciary of the Parent       
Employee                                                                        

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Plans or to the knowledge of Parent any other fiduciary of any Parent Employee  
Plan has breached any of the responsibilities or obligations imposed upon       
fiduciaries under Title I of ERISA and that would reasonably be expected,       
individually or in the aggregate, to have a Material Adverse Effect; (iv) all   
Parent Employee Plans, and to the knowledge of Parent, all Parent Affiliate     
Plans have been established and maintained in accordance with their terms and   
have been operated in compliance in all respects with the requirements of       
applicable law, including all filing requirements with the Department of Labor  
except for such failure as would not reasonably be expected, individually or in 
the aggregate, to have a Material Adverse Effect; (v) each Parent Employee Plan 
which is intended to be qualified under Section 401(a) of the Code is the       
subject of a favorable determination letter from the IRS; (vi) all contributions
required to be made with respect to any Parent Employee Plan (whether pursuant  
to the terms of such plan, Section 412 of the Code, any collective bargaining   
agreement, or otherwise) have been made on or before their due dates (including 
any extensions thereof) except to the extent any failure to have made such a    
contribution on or before its due date could not reasonably be expected to      
result in a current or future liability that would reasonably be expected,      
individually or in the aggregate, to have a Material Adverse Effect; (vii) with 
respect to each Parent Employee Plan and each Parent Affiliate Plan, no         
"reportable event" within the meaning of Section 4043 of ERISA (excluding any   
such event for which the 30-day notice requirement has been waived under the    
regulations to Section 4043 of ERISA) has occurred with respect to which Parent 
or one of its subsidiaries has any material outstanding liability that would    
reasonably be expected to have a Material Adverse Effect, and no Parent action  
has occurred that resulted or is reasonably likely to result in any adverse     
liability for any Parent Non-U.S. Plan that, in any case, reasonably would be   
expected, individually or in the aggregate, to have a Material Adverse Effect;  
(viii) none among Parent or any subsidiary thereof has incurred (or would       
reasonably be expected to incur) any liability that remains unsatisfied, or     
reasonably expects to incur any liability, under Title IV of ERISA with respect 
to either a Parent Employee Plan or a Parent Affiliate Plan including, without  
limitation, with respect to an event described in Section 4062, 4063 or 4041 of 
ERISA (other than liability for premium payments to the PBGC arising in the     
ordinary course) that would reasonably be expected, individually or in the      
aggregate, to have a Material Adverse Effect; and (ix) other than routine claims
for benefits made in the ordinary course of the operation of the Parent Employee
Plans, there are no pending, nor to Parent's knowledge, any threatened, claims, 
investigations or causes of action with respect to any Parent Employee Plan or  
Parent Affiliate Plan, whether maintained in the U.S. or a Parent Non-U.S. Plan,
whether made by a participant or beneficiary of such a plan, a governmental     
agency or otherwise, against Parent or any subsidiary of Parent, any Parent     
director, officer or employee, any Parent Employee Plan, or Parent Affiliate    
Plan or any fiduciary of a Parent Employee Plan or, to the knowledge of Parent, 
Parent Affiliate Plan that, in any case, would reasonably be expected,          
individually or in the aggregate, to have a Material Adverse Effect.            

   (c) There are no complaints, charges or claims against Parent or any of its
subsidiaries pending or, to the knowledge of Parent, threatened to be brought by
or filed with any governmental authority based on, arising out of, in connection
with or otherwise relating to the classification of any individual by Parent as 
an independent contractor or "leased employee" (within the meaning of           
section 414(n) of the Code) rather than as an employee, and Parent neither knows
nor should Parent know of any conditions under which Parent or any of its       
subsidiaries is reasonably likely to incur any such liability that in each case 
would reasonably be expected, individually or in the aggregate, to have a       
Material Adverse Effect.                                                        

SECTION 3.12.  EMPLOYMENT AND LABOR MATTERS.  Except as set forth in    
Section 3.11(b) or Section 3.12 of the Parent Disclosure Schedule or the Parent 
SEC Documents:                                                                  

    (a) Each of Parent and its subsidiaries is in compliance, and has not failed
to be in compliance as a result of which it would reasonably be expected now or 
in the future to have liability, with all applicable U.S. and non-U.S. laws,    
agreements and contracts relating to employment practices, terms and conditions 
of employment, and the employment of former, current, and prospective employees,
independent contractors and "leased employees" (within the meaning of           
Section 414(n) of the Code) of                                                  

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Parent or any of its subsidiaries including all such U.S. and non-U.S. laws,    
agreements and contracts relating to wages, hours, collective bargaining,       
employment discrimination, immigration, disability, civil rights, human rights, 
fair labor standards, occupational safety and health, workers' compensation, pay
equity, wrongful discharge and violation of the potential rights of such former,
current, and prospective employees, independent contractors and leased          
employees, and has timely prepared and filed all appropriate forms (including   
Immigration and Naturalization Service Form I-9) required by any relevant       
Governmental Authority, except where the failure to be or have been in          
compliance would not, individually or in the aggregate, reasonably be expected  
to have a Material Adverse Effect.                                              

  (b) Neither Parent nor any of its subsidiaries is in breach of any U.S. or
non-U.S. collective bargaining agreement or labor union contract, or has any    
knowledge of any strikes, slowdowns, work stoppages, lockouts, or threats       
thereof, by or with respect to any employees of Parent or any of its            
subsidiaries which breach, strike, slowdown, work stoppage, lockout or threat   
would reasonably be expected, individually or in the aggregate, to have a       
Material Adverse Effect.                                                        

SECTION 3.13.  REGISTRATION STATEMENT; JOINT PROXY                      
STATEMENT/PROSPECTUS.  (a) Subject to the accuracy of the representations of the
Company in Section 2.13:                                                        

  (i) the registration statement on Form S-4 (or on such other form as shall
     be appropriate) (as it may be amended, the "Registration Statement"),
pursuant to which the Parent Common Stock to be delivered to the
        stockholders of the Company by Parent in connection with the Merger will
  be registered with the SEC, shall not, at the respective times the
        Registration Statement (including any amendments or supplements thereto)
   is filed with the SEC or declared effective by the SEC, contain any
      untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the 
statements therein not misleading; and                          

(ii) the information supplied by Parent or Merger Sub for inclusion or  
         incorporation by reference in the Joint Proxy Statement/Prospectus will
not, on the date the Joint Proxy Statement/ Prospectus (or any
        amendment thereof or supplement thereto) is mailed to stockholders or,
      at the time of the Company Stockholder Meeting or at the time of the
 meeting of the stockholders of Parent (the "Parent Stockholders
       Meeting") to consider proposals for (1) an increase in the authorized
         capital of Parent in an amount at least sufficient for (x) the issuance
     of Parent Common Stock in the Merger as provided in this Agreement,
(y) the issuance of Parent Common Stock upon conversion of the
outstanding Company Convertible Notes (in accordance with the 
        conversion ratio as in effect on the date hereof) and (z) the issuance
       of Parent Common Stock upon exercise of all outstanding Company Stock
        Options as provided in this Agreement and (2) the authorization of the
issuance of Parent Common Stock as provided in the preceding  
clause (1) (such proposals, the "Parent Stockholders Meeting  
        Proposals"), contain any statement which, at such time and in light of
        the circumstances under which it shall be made, is false or misleading
       with respect to any material fact, or omit to state any material fact
 required to be stated therein or necessary in order to make the
  statements made therein not false or misleading, or necessary to
correct any statement in any earlier written communication to 
  stockholders with respect to the solicitation of proxies for the
       respective Stockholders Meeting which has become false or misleading.

(b) If at any time prior to the respective vote of stockholders at the  
Stockholders Meetings, any event relating to Parent, Merger Sub or any of their 
respective affiliates, officers or directors is discovered by Parent or Merger  
Sub which should be set forth in an amendment to the Registration Statement or a
supplement to the Joint Proxy Statement/Prospectus, Parent or Merger Sub shall  
promptly inform the Company.                                                    

(c) The Registration Statement and the Joint Proxy Statement/Prospectus 
shall comply in all material respects with the requirements of all applicable   
laws, including the Securities Act and the Exchange Act.                        

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(d) Notwithstanding the foregoing, Parent and Merger Sub make no        
representation or warranty with respect to any information supplied by the      
Company or any third party that is contained or incorporated by reference in, or
furnished in connection with the preparation of, the Registration Statement or  
the Joint Proxy Statement/Prospectus.                                           

SECTION 3.14.  RESTRICTIONS ON BUSINESS ACTIVITIES.  Except for this    
Agreement or as set forth in the Parent SEC Documents, there is no agreement,   
judgment, injunction, order or decree binding upon Parent or any of its         
subsidiaries which has or would reasonably be expected to have the effect of    
prohibiting or restricting the conduct of business by Parent or any of its      
subsidiaries as currently conducted by Parent or such subsidiary, or restricting
any transactions (including payment of dividends and distributions) between     
Parent and its subsidiaries, except for any prohibition or restriction as would 
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.                                                                 

SECTION 3.15.  TITLE TO PROPERTY.  Except as set forth in the Parent SEC
Documents, each of Parent and its subsidiaries has marketable title to all of   
its owned real properties and other owned assets, free and clear of all liens,  
charges and encumbrances, except for (i) statutory liens for taxes that are not 
yet due and payable or are being contested in good faith, (ii) statutory or     
common law liens in favor of carriers, warehousemen, mechanics and materialmen, 
to secure claims for labor, materials or supplies and other like liens and      
(iii) such liens or other imperfections of title, if any, as do not materially  
interfere with the present use of the assets affected thereby or which would not
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect, and except for liens which secure indebtedness reflected in the 
2001 Parent Balance Sheet; and, to the knowledge of Parent, all leases pursuant 
to which Parent or any of its subsidiaries lease from others material amounts of
real or personal property are in good standing, valid and effective in          
accordance with their respective terms, and there is not, to the knowledge of   
Parent, under any of such leases, any existing material default or event of     
default (or event which with notice or lapse of time, or both, would constitute 
a material default or event of default), except where the lack of such good     
standing, validity and effectiveness or the existence of such default or event  
of default would not reasonably be expected, individually or in the aggregate,  
to have a Material Adverse Effect.                                              

SECTION 3.16.  TAXES.  Except as set forth in Section 3.16 of the Parent
Disclosure Schedule or as would not reasonably be expected, individually or in  
the aggregate, to have a Material Adverse Effect:                               

Parent and each of its subsidiaries has timely and accurately filed, or 
caused to be timely and accurately filed, all Tax Returns required to be filed  
by it, and has paid, collected or withheld, or caused to be paid, collected or  
withheld, all amounts of Taxes required to be paid, collected or withheld, other
than such Taxes for which adequate reserves in the 2001 Parent Balance Sheet    
have been established or which are being contested in good faith. There are no  
claims or assessments pending against Parent or any of its subsidiaries for any 
alleged deficiency in any Tax, there are no pending or, to the knowledge of     
Parent, threatened audits or investigations for or relating to any liability in 
respect of any Taxes, and Parent has not been notified in writing of any        
proposed Tax claims or assessments against Parent or any of its subsidiaries    
(other than in each case, claims or assessments for which adequate reserves in  
the 2001 Parent Balance Sheet have been established or which are being contested
in good faith). Neither Parent nor any of its subsidiaries has executed any     
waivers or extensions of any applicable statute of limitations to assess any    
amount of Taxes. There are no outstanding requests by Parent or any of its      
subsidiaries for any extension of time within which to file any Tax Return or   
within which to pay any amounts of Taxes shown to be due on any Tax Return. To  
the best knowledge of Parent, there are no liens for amounts of Taxes on the    
assets of Parent or any of its subsidiaries except for statutory liens for      
current Taxes not yet due and payable.                                          

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  Other than with respect to Parent and its subsidiaries, neither Parent nor
any of its subsidiaries is liable for Taxes of any other person, or is currently
under any contractual obligation to indemnify any person with respect to any    
amounts of Taxes (except for customary agreements to indemnify lenders or       
security holders in respect of Taxes and except for provisions in agreements for
the divestiture of subsidiaries, assets or business lines of Parent or its      
subsidiaries, that require Parent or its subsidiaries (as applicable) to        
indemnify a purchaser or purchaser group for amounts of Taxes of Parent or its  
subsidiaries (as applicable) in the nature of sales or similar Taxes incurred as
a consequence of any such divestiture transactions), or is a party to any tax   
sharing agreement or any other agreement providing for payments by Parent or any
of its subsidiaries with respect to any amounts of Taxes.                       

SECTION 3.17.  ENVIRONMENTAL MATTERS.  (a) Except as set forth in       
Section 3.17(a) to the Parent Disclosure Schedule or in the Parent SEC Documents
or as would not reasonably be expected, individually or in the aggregate, to    
have a Material Adverse Effect, the operations and properties of Parent and its 
subsidiaries are in compliance with the Environmental Laws, which compliance    
includes the possession by Parent and its subsidiaries of all permits and       
governmental authorizations required under applicable Environmental Laws, and   
compliance with the terms and conditions thereof.                               

    (b) Except as set forth in Section 3.17(b) of the Parent Disclosure Schedule
or the Parent SEC Documents or as would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, there are no            
Environmental Claims, including claims based on "arranger liability," pending   
or, to the knowledge of Parent, threatened against Parent or any of its         
subsidiaries or, to the knowledge of Parent, against any person or entity whose 
liability for any Environmental Claim has been retained or assumed by Parent or 
any of its subsidiaries.                                                        

    (c) Except as set forth on Section 3.17(c) of the Parent Disclosure Schedule
or in the Parent SEC Documents, to the knowledge of Parent, there are no past or
present actions, circumstances, conditions, events or incidents, including the  
release, emission, discharge, presence or disposal of any Materials of          
Environmental Concern, that are reasonably likely to form the basis of any      
Environmental Claim against Parent or any of its subsidiaries or against any    
person or entity whose liability for any Environmental Claim Parent or any of   
its subsidiaries have retained or assumed, except for such Environmental Claims 
that would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect.                                                      

(d) Except as would not reasonably be expected, individually or in the  
aggregate, to have a Material Adverse Effect or as set forth in Section 3.17(d) 
of the Parent Disclosure Schedule or the Parent SEC Documents, (i) to the       
knowledge of Parent, there are no off-site locations where the Company or any of
its subsidiaries has stored, disposed or arranged for the disposal of Materials 
of Environmental Concern which have been listed on the National Priority List,  
CERCLIS, or state Superfund site list, and Parent and its subsidiaries have not 
been notified that any of them is a potentially responsible party at any such   
location; and (ii) there is no friable asbestos containing material contained in
or forming part of any building, building component, structure or office space  
owned, leased or operated by Parent or any of its subsidiaries.                 

 SECTION 3.18.  BROKERS.  There is no investment banker, broker, finder or
other intermediary that has been retained by or is authorized to act on behalf  
of Parent or any of its affiliates who might be entitled to any fee or          
commission from Parent or any of its affiliates in connection with the          
transactions contemplated by this Agreement.                                    

SECTION 3.19.  INTELLECTUAL PROPERTY.  (a) As used herein, "Parent      
Intellectual Property Assets" shall mean the Intellectual Property Assets used  
or owned by Parent or any of its subsidiaries.                                  

(b) Except as would not reasonably be expected, individually or in the  
aggregate to have a Material Adverse Effect, Parent and/or each of its          
subsidiaries owns, or is licensed or otherwise possesses legally enforceable    
rights to use, all of the Parent Intellectual Property Assets that are used in  
and are material to the business of Parent and its subsidiaries as currently    
conducted, without infringing or violating the rights of others.                

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(c) Except as would not reasonably be expected, individually or in the  
aggregate, to have a Material Adverse Effect, no claims (i) are currently       
pending or, to the knowledge of Parent are threatened by any person with respect
to the Parent Intellectual Property Assets, or (ii) are, to the knowledge of    
Parent, currently pending or threatened by any person with respect to Third     
Party Intellectual Property Assets to the extent arising out of any use,        
reproduction or distribution of, or of products or methods covered by, such     
Third Party Intellectual Property Assets by or through Parent or any of its     
subsidiaries.                                                                   

(d) Except as would not reasonably be expected, individually or in the  
aggregate, to have a Material Adverse Effect, to the knowledge of Parent, there 
are no valid grounds for any BONA FIDE claim to the effect that the manufacture,
offer for sale, sale, licensing or use of any product, system or method either  
(i) now used, offered for sale, sold or licensed or, (ii) to Parent's knowledge 
as of the date hereof, scheduled for commercialization prior to the first       
anniversary of the date hereof, in each case by or for Parent or any of its     
subsidiaries, infringes on any Third Party Intellectual Property Assets.        

 (e) Parent and/or each of its subsidiaries has made all necessary filings
and recordations to protect and maintain its interest in the Parent Intellectual
Property Assets, except where the failure to so protect or maintain would not   
reasonably be expected, individually or in the aggregate, to have a Material    
Adverse Effect.                                                                 

   (f) To the knowledge of Parent, except as would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect: (i) each   
patent, trademark or service mark registration and copyright registration of    
Parent and/or each of its subsidiaries is valid and subsisting and (ii) each    
material license of the Parent Intellectual Property Assets to a third party and
each material license of Third Party Intellectual Property Assets to Parent is  
valid, subsisting and enforceable.                                              

   (g) To the knowledge of Parent, except as would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, there is no
unauthorized use, infringement or misappropriation of any of Parent's           
Intellectual Property Assets by any third party, including any employee, former 
employee, independent contractor or consultant of Parent or any of its          
subsidiaries.                                                                   

 SECTION 3.20.  PRODUCT LIABILITY AND RECALLS.  (a) Except as set forth in
the Parent SEC Documents, to Parent's knowledge, there is no claim, pending or  
threatened, against Parent or any of its subsidiaries for injury to person or   
property of employees or any third parties suffered as a result of the sale of  
any product or performance of any service by Parent or any of its subsidiaries, 
including claims arising out of the defective or unsafe nature of its products  
or services, which would reasonably be expected, individually or in the         
aggregate, to have a Material Adverse Effect.                                   

    (b) Except as set forth in the Parent SEC Documents, there is no pending or,
to the knowledge of Parent, threatened recall or investigation of any product   
sold by Parent, which recall or investigation would reasonably be expected,     
individually or in the aggregate, to have a Material Adverse Effect.            

   (c) All of the test results or other information submitted in the past five
years by Parent to any Governmental Authority or independent testing agency for 
the rating or certification of any product or facility were, to the knowledge of
Parent at the time of such submission, true and correct in all material         
respects.                                                                       

   SECTION 3.21.  OWNERSHIP OF PARENT AND MERGER SUB.  Merger Sub is a direct,
wholly-owned subsidiary of Parent.                                              

 SECTION 3.22.  NO PRIOR ACTIVITIES.  (a) Merger Sub was formed solely for
the purpose of engaging in the transactions contemplated by this Agreement.     

(b) Except for obligations or liabilities incurred by Merger Sub in     
connection with its incorporation or organization and the transactions          
contemplated by this Agreement and except for this Agreement and any other      
agreements or arrangements contemplated by this Agreement, Merger Sub has not   
incurred, directly or indirectly, through any subsidiary or affiliate, any      
obligations or liabilities or                                                   

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engaged in any business activities of any type or kind whatsoever or entered    
into any agreements or arrangements with any person.                            

  SECTION 3.23.  OWNERSHIP INTEREST IN THE COMPANY.  Other than by reason of
this Agreement or the transactions contemplated hereby, neither Parent nor any  
of its affiliates is an "interested stockholder" of the Company, as that term is
defined in Section 203 of the DGCL.                                             

 SECTION 3.24.  TAX TREATMENT.  Neither Parent nor Merger Sub has taken or
agreed to take any action or failed to take any action, nor is Parent or Merger 
Sub aware of any facts or circumstances, that would prevent the Merger from     
qualifying as a reorganization within the meaning of section 368(a) of the Code.

ARTICLE IV
CONDUCT OF BUSINESS PENDING THE MERGER

  SECTION 4.01.  CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER.  The
Company covenants and agrees that, during the period from the date of this      
Agreement and continuing until the earlier of the termination of this Agreement 
or the Effective Time, unless Parent shall otherwise agree in writing, and      
except as set forth in Section 4.01 of the Company Disclosure Schedule, or as   
required by law with prompt notification to Parent, the Company shall conduct   
its business and shall cause the businesses of its subsidiaries to be conducted 
only in, and the Company and its subsidiaries shall not take any action except  
in, the ordinary course of business and in a manner consistent with past        
practice; and the Company shall use reasonable commercial efforts to preserve   
substantially intact the business organization of the Company and its           
subsidiaries, to keep available the services of the present officers, employees 
and consultants of the Company and its subsidiaries and to preserve the present 
relationships of the Company and its subsidiaries with customers, suppliers and 
other persons with which the Company or any of its subsidiaries has significant 
business relations. By way of amplification and not limitation, except as       
contemplated by this Agreement, as set forth in Section 4.01 of the Company     
Disclosure Schedule or as required by law with advance written notification to  
Parent, neither the Company nor any of its subsidiaries shall, during the period
from the date of this Agreement and continuing until the earlier of the         
termination of this Agreement or the Effective Time, directly or indirectly do, 
or publicly propose to do, any of the following without the prior written       
consent of Parent, which, in the case of clauses (c), (d)(i) (but only in       
respect of cross-border dividends by a subsidiary), (d)(iv), (e)(iv), (f),      
(h) or (i), will not be unreasonably withheld or delayed:                       

(a) amend or otherwise change the Company Charter Documents;            

   (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance,
sale, pledge, disposition or encumbrance of, any shares of capital stock of any 
class, or any options, warrants, convertible securities or other rights of any  
kind to acquire any shares of capital stock, or any other ownership interest    
(including, without limitation, any phantom interest) in the Company, any of its
subsidiaries or affiliates (except for the issuance of shares of Company Common 
Stock issuable pursuant to Company Stock Options or Company Convertible Notes   
outstanding on the date hereof, or the issuance by a wholly owned subsidiary of 
shares of capital stock to its parent or for the issuance by a subsidiary of    
directors qualifying shares as required by applicable law);                     

    (c) sell, pledge, dispose of or encumber any assets of the Company or any of
its subsidiaries (except for (i) sales of assets in the ordinary course of      
business and in a manner consistent with past practice, (ii) dispositions of    
obsolete or worthless assets, and (iii) sales of immaterial assets not in excess
of $500,000 in the aggregate);                                                  

  (d) (i) declare, set aside, make or pay any dividend or other distribution
(whether in cash, stock or property or any combination thereof) in respect of   
any of its capital stock, except that a wholly owned subsidiary of the Company  
may declare and pay a dividend to its parent that is not a cross-border         
dividend, (ii) split, combine or reclassify any of its capital stock or issue or
authorize or propose the issuance of any other securities in respect of, in lieu
of or in substitution for shares of its capital stock,                          

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(iii) except (A) as required by the terms of any security as in effect on the   
date hereof and set forth in Section 4.01 of the Company Disclosure Schedule,   
(B) for the redemption of the Rights to permit or facilitate the Merger and     
(C) to the extent necessary to effect withholding to meet minimum tax           
withholding obligations in connection with the exercise of any Company Stock    
Option, amend the terms or change the period of exercisability of, purchase,    
repurchase, redeem or otherwise acquire, or permit any subsidiary to amend the  
terms or change the period of exercisability of, purchase, repurchase, redeem or
otherwise acquire, any of its securities or any securities of its subsidiaries, 
including, without limitation, shares of Company Common Stock, or any option,   
warrant or right, directly or indirectly, to acquire any such securities, or    
propose to do any of the foregoing, or (iv) settle, pay or discharge any claim, 
suit or other action brought or threatened against the Company with respect to  
or arising out of a stockholder equity interest in the Company;                 

(e) (i) acquire (by merger, consolidation, or acquisition of stock or   
assets) any corporation, partnership or other business organization or division 
thereof other than those listed on Section 4.01 of the Company Disclosure       
Schedule; (ii) incur any indebtedness for borrowed money, except for            
(A) borrowings and reborrowings under the Company's or any of its subsidiaries' 
existing committed or uncommitted credit facilities listed on Section 4.01 of   
the Company Disclosure Schedule, as in effect on the date of this Agreement, in 
the ordinary course of business and (B) other borrowings not in excess of       
$1,000,000 in the aggregate; (iii) issue any debt securities or assume,         
guarantee (other than guarantees of the Company's subsidiaries entered into in  
the ordinary course of business and except as required by any agreement in      
effect on the date hereof and identified in Section 4.01 of the Company         
Disclosure Schedule) or endorse, or otherwise as an accommodation become        
responsible for, the obligations of any person, or make any loans or advances,  
except in the ordinary course of business consistent with past practice (but not
loans or advances to employees of the Company to fund the exercise price of     
Company Stock Options or otherwise to purchase shares of the Company Common     
Stock); (iv) authorize any capital expenditures or purchases of fixed assets    
which are, in the aggregate, in excess of $40 million over the next 12-month    
period; or (v) enter into or materially amend any contract, agreement,          
commitment or arrangement to effect any of the matters prohibited by this       
Section 4.01(e);                                                                

   (f) except as set forth in Section 4.01 of the Company Disclosure Schedule,
as required by law or as provided in an existing obligation of the Company,     
(i) increase the compensation or severance payable or to become payable to its  
directors, officers, employees or consultants, except for increases in salary or
wages of employees of the Company or its subsidiaries, including in connection  
with promotions, in accordance with past practices; (ii) grant any severance or 
termination pay (except to make payments required to be made under obligations  
existing on the date hereof in accordance with the terms of such obligations)   
to, or enter into or amend any employment or severance agreement, with any      
current or prospective employee of the Company or any of its subsidiaries,      
except for new hire employees in the ordinary course of business whose annual   
salary does not exceed $150,000 and whose severance benefits do not exceed one  
times annual salary; or (iii) establish, adopt, enter into or amend any         
collective bargaining agreement, Company Employee Plan, including, without      
limitation, any plan that provides for the payment of bonuses or incentive      
compensation, trust, fund, policy or arrangement for the benefit of any current 
or former directors, officers, employees or consultants or any of their         
beneficiaries, except, in each case, as may be required by law or as would not  
result in a material increase in the cost of maintaining such collective        
bargaining agreement, Company Employee Plan, trust, fund, policy or arrangement.

   (g) take any action to change accounting policies or procedures (including,
without limitation, procedures with respect to revenue recognition, payments of 
accounts payable and collection of accounts receivable) except as required by a 
change in GAAP occurring after the date hereof;                                 

(h) make any material tax election or settle or compromise any material 
United States federal, state, local or non-U.S. tax liability;                  

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(i) pay, discharge or satisfy any claims, liabilities or obligations    
(absolute, accrued, asserted or unasserted, contingent or otherwise) in excess  
of $1,000,000 in the aggregate, other than the payment, discharge or            
satisfaction in the ordinary course of business and consistent with past        
practice of liabilities reflected or reserved against in the financial          
statements contained in the Company SEC Documents or incurred in the ordinary   
course of business and consistent with past practice; or                        

(j) take, or agree in writing or otherwise to take, any of the actions  
described in Sections 4.01(a) through (i) above, or any action which would make 
any of the representations or warranties of the Company contained in this       
Agreement untrue or incorrect such that the conditions in Section 6.02(a) would 
not be satisfied or prevent the Company from performing or cause the Company not
to perform its covenants hereunder such that the condition in Section 6.02(b)   
would not be satisfied.                                                         

SECTION 4.02.  NO SOLICITATION.  (a) The Company shall not, directly or 
indirectly, through any officer, director, employee, representative or agent of 
the Company or any of its subsidiaries, solicit or encourage the initiation of  
(including by way of furnishing information) any inquiries or proposals         
regarding any merger, sale of assets, sale of shares of capital stock           
(including, without limitation, by way of a tender offer) or similar            
transactions involving the Company or any subsidiaries of the Company that if   
consummated would constitute an Alternative Transaction (as defined below) (any 
of the foregoing inquiries or proposals being referred to herein as an          
"Acquisition Proposal"). Nothing contained in this Agreement shall prevent the  
Board of Directors of the Company from (i) furnishing information to a third    
party which has made a BONA FIDE Acquisition Proposal that the Board of         
Directors of the Company concludes in good faith after consulting with a        
nationally recognized investment banking firm would, if consummated, constitute 
a Superior Proposal (as defined below) not solicited in violation of this       
Agreement, provided that such third party has executed an agreement with        
confidentiality provisions substantially similar to those of the Company        
Confidentiality Agreement or (ii) subject to compliance with the other terms of 
this Section 4.02, including Sections 4.02(c) and (d), considering and          
negotiating a BONA FIDE Acquisition Proposal that the Board of Directors of the 
Company concludes in good faith after consulting with a nationally recognized   
investment banking firm would, if consummated, constitute a Superior Proposal   
not solicited in violation of this Agreement; PROVIDED, HOWEVER, that, as to    
each of clauses (i) and (ii), (x) such actions occur at a time prior to approval
of the Merger and this Agreement at the Company Stockholders Meeting and        
(y) the Board of Directors of the Company reasonably determines in good faith   
(after due consultation with independent counsel, which may be Fried, Frank,    
Harris, Shriver & Jacobson) that it is or is reasonably likely to be required to
do so in order to discharge properly its fiduciary duties.                      

For purposes of this Agreement, "Alternative Transaction" means any of  
(i) a transaction pursuant to which any person (or group of persons) other than 
Parent or its affiliates (a "Third Party") acquires or would acquire more than  
25% of the outstanding shares of any class of equity securities of the Company, 
whether from the Company or pursuant to a tender offer or exchange offer or     
otherwise, (ii) a merger or other business combination involving the Company    
pursuant to which any Third Party acquires or would acquire more than 25% of the
outstanding equity securities of the Company or the entity surviving such merger
or business combination, (iii) any transaction pursuant to which any Third Party
acquires or would acquire control of assets (including for this purpose the     
outstanding equity securities of subsidiaries of the Company and securities of  
the entity surviving any merger or business combination including any of the    
Company's subsidiaries) of the Company, or any of its subsidiaries having a fair
market value (as determined by the Board of Directors of the Company in good    
faith) equal to more than 25% of the fair market value of all the assets of the 
Company and its subsidiaries, taken as a whole, immediately prior to such       
transaction, or (iv) any other consolidation, business combination,             
recapitalization or similar transaction involving the Company or any            
"significant subsidiary" (as defined in Rule 1-02 under Regulation S-X) of the  
Company, other than the transactions contemplated by this Agreement; PROVIDED,  
HOWEVER, that the term Alternative Transaction shall not include any acquisition
of securities by a broker dealer in connection with a BONA FIDE public offering 
of such securities.                                                             

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For purposes of this Agreement, a "Superior Proposal" means any proposal
made by a Third Party to acquire, directly or indirectly, for consideration     
consisting of cash and/or securities, 90% or more of the Company Common Stock   
entitled to vote generally in the election of directors or all or substantially 
all of the assets of the Company, on terms which the Board of Directors of the  
Company reasonably believes (after consultation with a financial advisor of     
nationally recognized reputation) to be more favorable from a financial point of
view to its shareholders than the Merger and the transactions contemplated by   
this Agreement, taking into account at the time of determination any changes to 
the financial terms of this Agreement proposed by Parent; PROVIDED, HOWEVER,    
that a Superior Proposal may be subject to a due diligence review of            
confidential information and to other customary conditions.                     

(b) The Company shall notify Parent promptly (but in no event later than
5:00 p.m. New York Time on the next business day) after receipt of any          
Acquisition Proposal, or any modification of or amendment to any Acquisition    
Proposal, or any request for nonpublic information relating to the Company or   
any of its subsidiaries in connection with an Acquisition Proposal or for access
to the properties, books or records of the Company or any subsidiary by any     
person or entity that informs the Board of Directors of the Company or such     
subsidiary that it is considering making, or has made, an Acquisition Proposal. 
Such notice to Parent shall be made orally and in writing, and shall indicate   
the identity of the person making the Acquisition Proposal or intending to make 
an Acquisition Proposal or requesting non-public information or access to the   
books and records of the Company, the terms of any such Acquisition Proposal or 
modification or amendment to an Acquisition Proposal, and whether the Company is
providing or intends to provide the person making the Acquisition Proposal with 
access to information concerning the Company as provided in Section 4.02(a). The
Company shall keep Parent fully informed, on a current basis, of any material   
changes in the status and any material changes or modifications in the material 
terms of any such Acquisition Proposal, indication or request. The Company shall
also promptly notify Parent, orally and in writing, if it enters into           
negotiations concerning any Acquisition Proposal. Notwithstanding any other     
provision of this Section 4.02(b), the Company shall not be under any obligation
to make any disclosure to Parent in respect of an Acquisition Proposal if such  
disclosure would violate any confidentiality agreement to which the Company is a
party as of the date hereof; PROVIDED, HOWEVER, that the Company shall not take 
any action permitted by clauses (i) or (ii) of Section 4.02(a) in respect of any
Acquisition Proposal unless the Company complies with the provisions of this    
Section 4.02(b) in respect thereof.                                             

 (c) Except to the extent the Board of Directors of the Company reasonably
determines in good faith (after due consultation with independent counsel, which
may be Fried, Frank, Harris, Shriver & Jacobson) that it is or is reasonably    
likely to be required to act to the contrary in order to discharge properly its 
fiduciary duties, neither the Company nor the Board of Directors of the Company 
shall withdraw or modify, or propose to withdraw or modify, in a manner adverse 
to Parent or Merger Sub, the approval by such Board of Directors of this        
Agreement or the Merger (and, with respect to the approval, recommendation or   
entering into of any Acquisition Proposal, it may take such contrary action only
after the second full business day (disregarding any partial business days)     
following Parent's and Merger Sub's receipt of written notice of the Board of   
Directors' intention to do so).                                                 

(d) The Company and the Board of Directors of the Company shall not     
(i) redeem the rights (the "Rights") issued under the Rights Agreement, dated as
of January 6, 1997, as amended, between the Company and Mellon Investor Services
LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights     
Agent (the "Rights Agreement"), or waive or amend any provision of the Rights   
Agreement, in any such case to permit or facilitate the consummation of any     
Acquisition Proposal or Alternative Transaction, or (ii) enter into any         
agreement (other than a confidentiality agreement entered into not in violation 
of Section 4.02(a)) with respect to, or otherwise approve or recommend, or      
propose to approve or recommend, any Acquisition Proposal or Alternative        
Transaction, unless this Agreement has been terminated in accordance with its   
terms. It is understood and agreed that a deferral of the distribution of Rights
following the commencement of a tender offer or exchange offer shall not be     
prohibited hereunder.                                                           

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  (e) Nothing contained in this Section 4.02 shall prohibit the Company from
taking and disclosing to its stockholders a position required by Rules 14e-2(a) 
and 14d-9 promulgated under the Exchange Act or from making any disclosure to   
its stockholders required by applicable law, rule or regulation or by the NYSE. 

   (f) Subject to the other provisions of this Section 4.02, the Company shall
immediately cease and cause to be terminated any existing discussions or        
negotiations with any persons (other than Parent and Merger Sub) conducted      
heretofore with respect to any of the foregoing. The Company agrees not to      
release any third party (i) from the confidentiality provisions of, or          
(ii) except with respect to a party to whom the Board of Directors is permitted 
to furnish information or with whom the Board of Directors is permitted to      
negotiate pursuant to Section 4.02(a), from the standstill provisions of, any   
agreement to which the Company is a party.                                      

   (g) The Company shall ensure that the officers and directors of the Company
and the Company's subsidiaries and any investment banker or other advisor or    
representative retained by the Company are aware of the restrictions described  
in this Section 4.02. It is understood that any violation of the restrictions   
set forth in this Section 4.02 by any officer or director of the Company or the 
Company subsidiaries, any investment banker, attorney or other advisor or       
representative of the Company engaged in respect of the transactions            
contemplated by this Agreement or any other advisor or representative of the    
Company acting at the Company's direction or with the Company's consent, shall  
be deemed to be a breach of this Section 4.02 by the Company.                   

    (h) No action taken in respect of an Acquisition Proposal which is expressly
permitted by the provisions of this Section 4.02 shall constitute a breach of   
any other provision of this Agreement.                                          

    SECTION 4.03.  CONDUCT OF BUSINESS BY PARENT PENDING THE MERGER.  During the
period from the date of this Agreement and continuing until the earlier of the  
termination of this Agreement or the Effective Time, Parent covenants and agrees
that, except as set forth in Section 4.03 of the Parent Disclosure Schedule or  
unless the Company shall otherwise agree in writing, Parent shall take all      
action necessary so that (i) Parent shall conduct its business, and cause the   
businesses of its subsidiaries to be conducted, in the ordinary course of       
business and consistent with past practice, including actions taken by Parent or
its subsidiaries in contemplation of consummation of the Merger or other        
business acquisitions otherwise in compliance with this Agreement, and          
(ii) Parent shall not directly or indirectly do, or propose to do, any of the   
following without the prior written consent of the Company:                     

(a) amend or otherwise change the Parent Charter Documents, except as   
contemplated by this Agreement;                                                 

(b) acquire or agree to acquire, by merging or consolidating with, by   
purchasing an equity interest in or a portion of the assets of, or by any other 
manner, any business or any corporation, partnership, association or other      
business organization or division thereof, or otherwise acquire or agree to     
acquire any assets of any other person, or dispose of any assets, which, in any 
such case, would materially delay or prevent the consummation of the Merger and 
the other transactions contemplated by this Agreement or materially alter the   
nature or character of the business of Parent as it is presently conducted;     

(c) declare, set aside, make or pay any dividend or other distribution  
(whether in cash, stock or property or any combination thereof) in respect of   
any of its capital stock, except that a wholly owned subsidiary of Parent may   
declare and pay a dividend to its parent;                                       

(d) take any action to change its accounting policies or procedures     
(including, without limitation, procedures with respect to revenue recognition, 
payments of accounts payable and collection of accounts receivable), except as  
required by a change in GAAP occurring after the date hereof; or                

(e) take or agree in writing or otherwise to take any of the actions    
described in Sections 4.03(a) through (d) above, or any actions that would make 
any of the representations or warranties of Parent contained in this Agreement  
untrue or incorrect such that the conditions in Section 6.03(a) would not be    
satisfied or prevent Parent from performing or cause Parent not to perform its  
covenants hereunder such that the condition in Section 6.03(b) would not be     
satisfied.                                                                      

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ARTICLE V 
ADDITIONAL AGREEMENTS 

SECTION 5.01.  JOINT PROXY STATEMENT/PROSPECTUS; REGISTRATION           
STATEMENT.  (a) As promptly as practicable after the execution of this          
Agreement, the Company and Parent shall prepare and Parent shall file with the  
SEC, preliminary proxy materials which shall constitute the Joint Proxy         
Statement/ Prospectus and, if the parties so agree at the time, the Registration
Statement. Parent shall furnish all information concerning Parent required to be
contained in the Joint Proxy Statement/Prospectus, and the Company shall furnish
all information concerning the Company required to be contained in the Joint    
Proxy Statement/Prospectus.                                                     

   As promptly as practicable after comments are received from the SEC thereon
and after the furnishing by the Company and Parent of all information required  
to be contained therein, Parent shall file (and the Company shall cooperate with
Parent in connection with the filing) with the SEC the definitive Joint Proxy   
Statement/Prospectus and the Registration Statement (or, if the Registration    
Statement has been previously filed, an amendment thereto) relating to approval 
of this Agreement by the Company's stockholders as set forth in                 
Section 2.04(b), to the approval of the Parent Stockholders Meeting Proposals by
the Parent's stockholders as provided in Section 3.13(a) and to the payment of  
the Merger Consideration in the form of Parent Common Stock pursuant to this    
Agreement, and shall use all reasonable efforts to cause the Registration       
Statement to become effective.                                                  

 Parent shall take any action (other than qualifying to do business in any
jurisdiction in which it is not now so qualified or to file a general consent to
service of process) required to be taken under the applicable state securities  
laws in connection with the issuance of Parent Common Stock in connection with  
the Merger. The Company shall furnish to Parent all information concerning the  
holders of capital stock of the Company as may be reasonably requested in       
connection with any such action and the preparation, filing and distribution of 
the Joint Proxy Statement/Prospectus.                                           

  The Company and Parent shall notify the other promptly upon the receipt of
any comments from the SEC or its staff or any other government officials in     
connection with any filing made pursuant hereto and of any request by the SEC or
its staff or any other government officials for amendments or supplements to the
Registration Statement, the Joint Proxy Statement/Prospectus or any other       
filings or for additional information and will supply the other with copies of  
all correspondence between such party or any of its representatives, on the one 
hand, and the SEC, or its staff or any other government officials, on the other 
hand, with respect to the Registration Statement, the Joint Proxy Statement/    
Prospectus, the Merger or any other filing. Neither Parent nor the Company will 
file any amendment or supplement to, or any correspondence to the SEC or its    
staff with respect to, the Joint Proxy Statement/Prospectus, without providing  
the other party a reasonable opportunity to review and comment thereon.         

Parent will advise the Company, promptly after Parent receives notice   
thereof, of the time when the Registration Statement has become effective or any
supplement or amendment has been filed, the issuance of any stop order, the     
suspension of the qualification of the Parent Common Stock issuable in          
connection with the Merger for offering or sale in any jurisdiction, or any     
request by the SEC for amendment of the Registration Statement or comments      
thereon and responses thereto or requests by the SEC for additional information.

If at any time prior to the respective vote of stockholders at the      
Stockholders Meeting any information relating to the Company or Parent, or any  
of their respective affiliates, officers or directors, should be discovered by  
the Company or Parent which should be set forth in an amendment or supplement to
either of the Registration Statement or the Joint Proxy Statement/Prospectus so 
that any of such documents would not include any misstatement of a material fact
or omit to state any material fact necessary to make the statements therein, in 
light of the circumstances under which they were made, not misleading, the party
which discovers such information shall promptly notify the other parties        

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hereto and an appropriate amendment or supplement describing such information   
shall be promptly filed with the SEC and, to the extent required by law,        
disseminated to the stockholders of the Company. Whenever any event occurs which
is required to be set forth in an amendment or supplement to the Registration   
Statement, the Joint Proxy Statement/Prospectus or any other filing, the Company
or Parent will promptly inform the other of such occurrence and cooperate in    
filing with the SEC or its staff or any other government officials and/or       
mailing to stockholders of Company, such amendment or supplement.               

(b) Parent shall include as an exhibit to the Registration Statement tax
opinions of Kramer Levin Naftalis & Frankel LLP and Fried, Frank, Harris,       
Shriver & Jacobson, in form and substance reasonably satisfactory to Parent and 
Merger Sub and to the Company, on the basis of customary representations,       
warranties and covenants of Parent and the Company and assumptions set forth in 
such opinions, in compliance with the provisions of Item 601(b)(8) of           
Regulation S-K.                                                                 

SECTION 5.02.  STOCKHOLDERS MEETINGS.  (a) The Company shall establish a
record date for, duly call, give notice of, convene and hold the Company        
Stockholders Meeting as promptly as practicable for the purpose of voting upon  
the approval of this Agreement, and the Company shall use all reasonable efforts
to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's     
stockholders and to hold the Company Stockholders Meeting as promptly as        
practicable after the Registration Statement is declared effective under the    
Securities Act. The Company shall solicit from its stockholders proxies in favor
of approval of this Agreement and shall take all other reasonable action        
necessary or advisable to secure the vote or consent of stockholders in favor of
such approval. The Joint Proxy Statement/Prospectus shall include the           
recommendation of the Board of Directors of the Company in favor of adoption of 
this Agreement. Notwithstanding anything to the contrary set forth in           
Section 5.01 or this Section 5.02, the Company shall not be obligated to take   
the action set forth in this Section 5.02(a) to the extent that the Board of    
Directors of the Company reasonably determines (after due consultation with     
independent counsel, which may be Fried, Frank, Harris, Shriver & Jacobson) that
such action is, or is reasonably likely to be, inconsistent with the proper     
discharge of its fiduciary duties.                                              

(b) Parent shall establish a record date for, duly call, give notice of,
convene and hold the Parent Stockholders Meeting as promptly as practicable for 
the purpose of voting upon the Parent Stockholder Meeting Proposals, and Parent 
shall use all reasonable efforts to cause the Joint Proxy Statement/ Prospectus 
to be mailed to the Parent's stockholders and to hold the Parent Stockholders   
Meeting as promptly as practicable after the Registration Statement is declared 
effective under the Securities Act. Parent shall solicit from its stockholders  
proxies in favor of approval of this Agreement and shall take all other         
reasonable action necessary or advisable to secure the vote or consent of       
stockholders in favor of such approval. The Joint Proxy Statement/Prospectus    
shall include the recommendation of the Board of Directors of Parent in favor of
the Parent Stockholders Meeting Proposals. Notwithstanding anything to the      
contrary set forth in Section 5.01 or this Section 5.02, Parent shall not be    
obligated to take the action set forth in the preceding sentences of this       
Section 5.02(b) to the extent that the Board of Directors of Parent determines  
(after due consultation with independent counsel, which may be Kramer Levin     
Naftalis & Frankel LLP) that such action is, or is reasonably likely to be,     
inconsistent with the proper discharge of its fiduciary duties.                 

   SECTION 5.03.  ACCESS TO INFORMATION; CONFIDENTIALITY.  (a) Upon reasonable
notice and subject to restrictions contained in confidentiality agreements (from
which such party shall use reasonable efforts to be released), the Company shall
(and shall cause its subsidiaries to) and Parent shall (and shall cause its     
subsidiaries to) (i) afford to the officers, employees, accountants, counsel and
other representatives of the other, reasonable access, during the period after  
the execution and delivery of this Agreement and prior to the Effective Time, to
the properties, books, contracts, commitments and records of the Company or the 
Parent, as applicable, and, (ii) during such period, furnish promptly to the    
other all information concerning the business, properties and personnel of the  
Company or the Parent, as applicable, as such other party may reasonably        
request, and each shall make available to the                                   

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other the appropriate individuals (including attorneys, accountants and other   
professionals) for discussion of the Company's or Parent's, as applicable,      
business, properties and personnel as either Parent or the Company may          
reasonably request. All such information shall be kept confidential in          
accordance with the terms of the confidentiality letter, dated July 27, 2001    
(the "Parent Confidentiality Agreement"), from Parent to the Company and the    
confidentiality letter, dated July 30, 2001 (the "Company Confidentiality       
Agreement") from the Company to Parent, and such information shall not be used  
by a party for any purpose other than completing this Agreement or subsequently 
acting in accordance with its terms. Notwithstanding the provisions of this     
Section 5.03, a party will not be required to provide access or to disclose     
information where such access or disclosure would violate any law or any        
confidentiality agreement in effect on the date hereof between such party and a 
third party or, in the opinion of counsel to such party, would result in the    
waiver of any attorney-client privilege or work-product protection.             

  SECTION 5.04.  CONSENTS; APPROVALS.  (a) The Company and Parent shall each
use its reasonable best efforts to obtain and to cooperate with each other in   
order to obtain all consents, waivers, approvals, authorizations or orders      
(including, without limitation, all United States and non-U.S. governmental and 
regulatory rulings and approvals), and the Company and Parent shall make all    
filings (including, without limitation, all filings with United States and      
non-United States governmental or regulatory agencies) required in connection   
with the authorization, execution and delivery of this Agreement by the Company 
and Parent and the consummation by them of the transactions contemplated hereby.
Each of the Company and Parent shall furnish all information in its possession  
required for any application or other filing to be made pursuant to the rules   
and regulations of any United States or non-U.S. governmental body in connection
with the transactions contemplated by this Agreement.                           

(b) Each of the Company and Parent shall cause all documents that it is 
responsible for filing with the SEC or other regulatory authorities under       
Section 5.01 and this Section 5.04 to comply in all material respects with all  
applicable requirements of law and the rules and regulations promulgated        
thereunder.                                                                     

SECTION 5.05.  AGREEMENTS WITH RESPECT TO AFFILIATES.  The Company shall
deliver to Parent, prior to the date the Registration Statement becomes         
effective under the Securities Act, a letter (the "Company Affiliate Letter")   
identifying all persons who are, at the time of the Company Stockholders        
Meeting, anticipated to be "affiliates" of the Company for purposes of Rule 145 
under the Securities Act ("Rule 145"). The Company shall use its commercially   
reasonable efforts to cause each person who is identified as an "affiliate" in  
the Affiliate Letter to deliver to Parent prior to the Effective Time a written 
agreement in connection with restrictions on affiliates under Rule 145, in a    
form mutually agreeable to the Company and Parent.                              

SECTION 5.06.  INDEMNIFICATION AND INSURANCE.  (a) The Certificate of   
Incorporation and By-laws of the Surviving Corporation shall contain the        
provisions with respect to indemnification set forth in the Company Charter     
Documents, which provisions shall not be amended, modified or otherwise repealed
for a period of six years from the Effective Time in any manner that would      
adversely affect the rights thereunder as of the Effective Time of individuals  
who at the Effective Time were directors, officers, employees or agents of the  
Company, unless such modification is required after the Effective Time by law   
and then only to the minimum extent required by such law.                       

  (b) The Surviving Corporation shall, to the fullest extent permitted under
applicable law or under the Surviving Corporation's Certificate of Incorporation
or By-laws, indemnify and hold harmless each present and former director,       
officer or employee of the Company or any of its subsidiaries (collectively, the
"Indemnified Parties") against any costs or expenses (including attorneys'      
fees), judgments, fines, losses, claims, damages, liabilities and amounts paid  
in settlement in connection with any claim, action, suit, proceeding or         
investigation, whether civil, criminal, administrative or investigative,        
(x) arising out of or pertaining to the transactions contemplated by this       
Agreement or (y) otherwise with respect to                                      

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any acts or omissions occurring at or prior to the Effective Time, to the same  
extent as provided in the Company Charter Documents or any applicable contract  
or agreement as in effect on the date hereof, in each case for a period of six  
years after the Effective Time. In the event of any such claim, action, suit,   
proceeding or investigation (whether arising before or after the Effective      
Time), (i) any counsel retained by the Indemnified Parties for any period after 
the Effective Time shall be reasonably satisfactory to the Surviving            
Corporation, (ii) after the Effective Time, the Surviving Corporation shall pay 
the reasonable fees and expenses of such counsel, promptly after statements     
therefor are received; PROVIDED that the Indemnified Parties shall be required  
to reimburse the Surviving Corporation for such payments in the circumstances   
and to the extent required by the Company Charter Documents, any applicable     
contract or agreement or applicable law and (iii) the Surviving Corporation     
shall cooperate in the defense of any such matter; PROVIDED, HOWEVER, that the  
Surviving Corporation shall not be liable for any settlement effected without   
its written consent (which consent shall not be unreasonably withheld); and     
PROVIDED, FURTHER, that, in the event that any claim or claims for              
indemnification are asserted or made within such six-year period, all rights to 
indemnification in respect of any such claim or claims shall continue until the 
final disposition of any and all such claims. The Indemnified Parties as a group
may retain only one law firm to represent them in each applicable jurisdiction  
(other than local counsel) with respect to any single action unless there is,   
under applicable standards of professional conduct, a conflict on any           
significant issue between the positions of any two or more Indemnified Parties, 
in which case each Indemnified Person with respect to whom such a conflict      
exists (or group of such Indemnified Persons who among them have no such        
conflict) may retain one separate law firm in each applicable jurisdiction      
(other than local counsel).                                                     

(c) The Surviving Corporation shall assume, honor and fulfill in all    
respects the obligations of the Company pursuant to indemnification agreements, 
employment agreements, severance agreements, retention bonuses and similar      
agreements (the parties under such agreements being referred to as the "Covered 
Persons") with the Company's directors and officers existing at or before the   
Effective Time, provided such agreements (x) do not violate Section 4.01(f) or  
(y) are entered into pursuant to this Section 5.06.                             

   (d) In addition, Parent will provide, or cause the Surviving Corporation to
provide, for a period of not less than six years after the Effective Time, the  
Company's current directors and officers (and former directors and officers, to 
the extent covered under the Company's current insurance and indemnification    
policy for directors and officers) with an insurance and indemnification policy 
that provides coverage for events occurring at or prior to the Effective Time   
(the "D&O Insurance") that is no less favorable than the existing policy or, if 
substantially equivalent insurance coverage is unavailable, the best available  
coverage; PROVIDED, HOWEVER, that Parent and the Surviving Corporation shall not
be required to pay an annual premium for the D&O Insurance in excess of 250% of 
the annual premium currently paid by the Company for such insurance, but in such
case shall purchase as much such coverage as possible for such amount.          

(e) From and after the Effective Time, Parent shall unconditionally     
guarantee the timely payment of all funds owing by, and the timely performance  
of all other obligations of, the Surviving Corporation under this Section 5.06. 

 (f) This Section 5.06 shall survive the consummation of the Merger at the
Effective Time, is intended to benefit the Company, the Surviving Corporation,  
the Indemnified Parties and the Covered Persons, shall be binding on all        
successors and assigns of the Surviving Corporation and shall be enforceable by 
the Indemnified Parties and the Covered Persons.                                

 (g) Parent and Merger Sub agree that Ronald A. Ostertag, on behalf of the
Company, may grant the retention bonuses to be paid to employees of the Company 
as described in Section 5.06 of the Company Disclosure Schedule.                

SECTION 5.07.  NOTIFICATION OF CERTAIN MATTERS.  The Company shall give 
prompt notice to Parent, and Parent shall give prompt notice to the Company, of 
(i) the occurrence or nonoccurrence of                                          

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any event the occurrence or nonoccurrence of which would reasonably be expected 
to cause any representation or warranty contained in this Agreement to be       
materially untrue or inaccurate, or (ii) any failure of the Company, Parent or  
Merger Sub, as the case may be, materially to comply with or satisfy any        
covenant, condition or agreement to be complied with or satisfied by it         
hereunder; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this  
Section shall not limit or otherwise affect the remedies available hereunder to 
the party receiving such notice; and PROVIDED FURTHER that failure to give such 
notice shall not be treated as a breach of a covenant for the purposes of       
Sections 6.02(b), 6.03(b) or 7.01(h), unless the failure to give such notice    
results in material prejudice to the other party.                               

    SECTION 5.08.  FURTHER ACTION/TAX TREATMENT.  (a) Upon the terms and subject
to the conditions hereof, each of the parties hereto shall use all reasonable   
efforts to take, or cause to be taken, all actions and to do, or cause to be    
done, all other things necessary, proper or advisable to consummate and make    
effective as promptly as practicable the transactions contemplated by this      
Agreement, to obtain in a timely manner all necessary waivers, consents and     
approvals and to effect all necessary registrations and filings, and otherwise  
to satisfy or cause to be satisfied all conditions precedent to its obligations 
under this Agreement. The foregoing covenant shall not include the obligation by
the Company or Parent to agree to divest, abandon, license, hold separate or    
take similar action with respect to any assets (tangible or intangible) which   
are, in the aggregate material to Parent or the Company, as applicable.         

   (b) Notwithstanding anything herein to the contrary, each of Parent, Merger
Sub and the Company shall use its reasonable best efforts to cause the Merger to
qualify, and will not (both before and after the Effective Time) take any       
actions, or fail to take any action, which could reasonably be expected to      
prevent the Merger from qualifying as a reorganization under the provisions of  
Section 368(a) of the Code. Parent shall, and shall cause the Surviving         
Corporation to, report, to the extent required by the Code or the regulations   
thereunder, the Merger for federal income tax purposes as a reorganization      
within the meaning of Section 368(a) of the Code. Each of Parent and the Company
shall make, and shall cause their affiliates to make, such representations,     
warranties and covenants as shall be requested reasonably in the circumstances  
by Kramer Levin Naftalis & Frankel LLP and Fried, Frank, Harris, Shriver &      
Jacobson in order for such firms to render their opinions referred to in        
Sections 5.01(b), 6.02(e) and 6.03(e).                                          

  SECTION 5.09.  PUBLIC ANNOUNCEMENTS.  Parent and the Company shall consult
with each other before issuing any press release or making any written public   
statement with respect to the Merger or this Agreement and shall not issue any  
such press release or make any such public statement without the prior consent  
of the other party, which shall not be unreasonably withheld; PROVIDED, HOWEVER,
that either party may, without the prior consent of the other, issue such press 
release or make such public statement as may upon the advice of counsel be      
required by law (including, without limitation, Rules 165 and 425 under the     
Securities Act and Rule 14a-12 under the Exchange Act) or the rules and         
regulations of the NYSE, if it has used all reasonable efforts to consult with  
the other party.                                                                

 SECTION 5.10.  PARENT COMMON STOCK.  Parent shall use its best efforts to
cause the Parent Common Stock to be issued to the holders of Company Common     
Stock in the Merger to be listed, upon official notice of issuance, on the NYSE 
prior to the Effective Time.                                                    

  SECTION 5.11.  STOCK OPTION PLANS, ETC.  (a) At the Effective Time, Parent
shall, and shall cause its affiliates to, take all necessary action to provide  
that each outstanding Company Stock Option shall continue to have, and be       
subject to, the same terms and conditions set forth in the relevant Company     
Stock Option Plan (and any related agreements not entered into in contravention 
of this Agreement) immediately prior to the Effective Time; except that         
(i) each Company Stock Option will be exercisable for that number of whole      
shares of Parent Common Stock equal to the product of the number of shares of   
Company Common Stock that were issuable upon exercise of such Company Stock     
Option, immediately prior to the Effective Time multiplied by the Exchange      
Ratio, rounded to the nearest                                                   

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whole number of shares of Parent Common Stock, and (ii) the per share exercise  
price for the Parent Common Stock issuable upon exercise of such Company Stock  
Option will be equal to the quotient determined by dividing the exercise price  
per share of the Company Common Stock at which such Company Stock Option was    
exercisable immediately prior to the Effective Time by the Exchange Ratio,      
rounded to the nearest whole cent (each such Company Stock Option, as modified, 
an "Adjusted Option"); PROVIDED, HOWEVER, that to the extent that any Company   
Stock Option is intended to qualify as an incentive stock option pursuant to    
section 422 of the Code immediately prior to the Effective Time, the provisions 
of this Section 5.11 shall be applied in good faith to comply with sections 422 
and 424(a) of the Code.                                                         

    (b) Parent will take all corporate action necessary to reserve for issuance,
as of the Effective Time a sufficient number of shares of Parent Common Stock   
for delivery upon exercise of the Adjusted Options and to deliver to holders of 
Adjusted Options, upon the exercise of such options, Parent Common Stock listed 
on the NYSE.                                                                    

 (c) Not later than 15 days following the Effective Time, Parent (i) shall
file with the SEC a registration statement on Form S-8 of the SEC (or any       
successor or other appropriate form) with respect to the shares of Parent Common
Stock issuable upon the exercise of the Adjusted Options and shall use          
reasonable best efforts thereafter to maintain the effectiveness of such        
registration statement and (ii) shall deliver to holders of the Adjusted Options
a prospectus or prospectuses relating to such registration statement and        
thereafter maintain the current status of such prospectus or prospectuses, until
all of the Adjusted Options have been exercised, expired or forfeited.          

   (d) Prior to the Effective Time, Parent and the Company shall take all such
reasonable steps as may be required to cause any dispositions of Company Common 
Stock (including derivative securities with respect to Company Common Stock) or 
acquisitions of Parent Common Stock (including derivative securities with       
respect to Parent Common Stock) resulting from the transactions contemplated by 
this Agreement by each officer and director of the Company to be exempt under   
Rule 16b-3 promulgated under the Exchange Act.                                  

SECTION 5.12.  CERTAIN EMPLOYEE BENEFITS.  (a) For the period from the  
Effective Time through December 31, 2001 (the "Benefits Continuation Period"),  
Parent shall cause the Surviving Corporation to provide each person who, as of  
the Effective Time, is an employee of the Company or any subsidiary of the      
Company (a "Company Employee") with salary and employee benefits that are       
comparable in the aggregate to those provided to such Company Employee          
immediately prior to the Effective Time, PROVIDED, HOWEVER, that,               
(i) consistent with the foregoing, the Surviving Corporation shall have the     
right to amend any Company Employee Plan in accordance with the terms of such   
Company Employee Plan. Notwithstanding the foregoing, for a period of six months
following the Effective Time, the Surviving Corporation shall not terminate or  
amend in a manner adverse to any Company Employee the General                   
Semiconductor, Inc. Severance Plan, as in effect on the date hereof. After the  
Benefits Continuation Period, Parent shall cause the Surviving Corporation to   
provide each Company Employee with salary and employee benefits that are        
comparable in the aggregate to those provided to similarly situated employees of
Parent or its subsidiaries.                                                     

(b) With respect to the benefits provided pursuant to this Section 5.12,
service accrued by Company Employees during employment with the Company and its 
subsidiaries (including any predecessor entity) prior to the Effective Time     
shall be recognized for all purposes except for benefit accruals under defined  
benefit pension plans.                                                          

(c) From and after the Effective Time, Parent shall cause the Surviving 
Corporation to honor in accordance with their terms all benefits and obligations
under the Company Employee Plans, including without limitation each employment, 
severance or change in control agreement, plan or arrangement, each as in effect
on the date of this Agreement (or as amended as contemplated hereby or with the 
prior written consent of Parent), PROVIDED, HOWEVER, that except as precluded by
law or the terms of a Company Employee Plan and, subject to Section 5.12(a)     
hereof, nothing herein shall prevent the                                        

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Surviving Corporation or any other subsidiary of Parent from amending or        
modifying any employee benefit plan, program or arrangement in any respect or   
terminating or modifying the terms and conditions of employment or other service
of any particular employee or any other person.                                 

(d) It is expressly agreed that the provisions of Section 5.12 are not  
intended to be for the benefit of or otherwise enforceable by any third party,  
including, without limitation, any Company Employees.                           

 (e) The Company shall amend its 401(k) savings plan and any other Company
Employee Plan which permits participants to elect to invest in stock of the     
Company, as necessary, to preclude any additional purchases of stock of the     
Company, as of the date two (2) days prior to the Effective Time, and the       
Company shall communicate this amendment to the participants in such plans.     

    SECTION 5.13.  RIGHTS AGREEMENT.  As promptly as practicable on or after the
date of this Agreement, the Board of Directors of the Company shall take all    
action necessary in order to render the Rights inapplicable to the Merger and   
the other transactions contemplated by this Agreement.                          

   SECTION 5.14.  CONVEYANCE TAXES.  Parent and the Company shall cooperate in
the preparation, execution and filing of all returns, questionnaires,           
applications, or other documents regarding any real property transfer or gains, 
sales, use, transfer, value added, stock transfer and stamp taxes, any transfer,
recording, registration and other fees, and any similar taxes which become      
payable in connection with the transactions contemplated hereby that are        
required or permitted to be filed on or before the Effective Time, and the      
Company shall be responsible for the payment of all such taxes and fees. If the 
Merger is consummated, in no event shall Parent or any affiliate thereof (other 
than a subsidiary of the Company) reimburse the Company for the payment of such 
taxes and fees.                                                                 

    SECTION 5.15.  ACCOUNTANT'S LETTERS.  Upon reasonable notice from the other,
the Company shall use its reasonable efforts to cause Deloitte & Touche LLP to  
deliver to Parent, and Parent shall use its reasonable efforts to cause Ernst & 
Young LLP to deliver to the Company, a letter covering such matters as are      
reasonably requested by Parent or the Company, as the case may be, and as are   
customarily addressed in accountants' "comfort letters."                        

SECTION 5.16.  COMPLIANCE WITH STATE PROPERTY TRANSFER STATUTES.  The   
Company agrees that it shall use its reasonable commercial efforts to comply    
promptly with all requirements of applicable state property transfer laws as may
be required by the relevant state agency and shall take all action reasonably   
necessary to cause the transactions contemplated hereby to be effected in       
compliance with applicable state property transfer laws. The Company, after     
consultation with Parent, shall determine which actions must be taken prior to  
or after the Effective Time to comply with applicable state property transfer   
laws, except where the failure to so comply will not materially affect the right
to use or enjoy any applicable property after the Effective Time. The Company   
agrees to provide Parent with any documents required to be submitted to the     
relevant state agency prior to submission. Parent shall provide to the Company  
any assistance reasonably requested by the Company with respect to such         
compliance.                                                                     

    SECTION 5.17.  PARENT DIRECTOR.  Subject to applicable fiduciary obligations
of Parent's Board of Directors, Parent shall take all such actions as are       
required to cause its Board of Directors to be expanded by one member and to    
elect or appoint Ronald Ostertag as a director of Parent at or as soon as       
practicable following the Effective Time. Thereafter, Parent shall take all     
action necessary to cause Ronald Ostertag to continue to serve as a director of 
Parent until at least the date of the third annual meeting of stockholders      
following the Effective Time. Mr. Ostertag shall be entitled as a director of   
Parent after the Effective Time to exculpation, indemnification and             
reimbursement of expenses pursuant to terms and conditions identical to the     
terms and conditions applicable to all other directors of Parent included in the
Parent Charter Documents and will be entitled to coverage under the directors'  
and officers' liability and fiduciary liability insurance policies and any      
indemnification agreements maintained or entered into by Parent on the same     
terms as applicable to the other directors of Parent.                           

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ARTICLE VI
CONDITIONS TO THE MERGER

SECTION 6.01.  CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE     
MERGER.  The respective obligations of each party to effect the Merger shall be 
subject to the satisfaction at or prior to the Effective Time of the following  
conditions:                                                                     

(a)  EFFECTIVENESS OF THE REGISTRATION STATEMENT.  The SEC shall have   
declared the Registration Statement effective under the Securities Act. No stop 
order suspending the effectiveness of the Registration Statement shall have been
issued by the SEC and no proceedings for that purpose and no similar proceeding 
in respect of the Joint Proxy Statement/Prospectus shall have been initiated or 
threatened by the SEC;                                                          

  (b)  STOCKHOLDER APPROVAL.  This Agreement shall have been approved by the
requisite vote of the stockholders of the Company, and the Parent Stockholders  
Meeting Proposals shall have been approved by the stockholders of Parent;       

  (c)  ANTITRUST.  All waiting periods applicable to the consummation of the
Merger under the HSR Act shall have expired or been terminated, and all         
clearances and approvals required to be obtained in respect of the Merger prior 
to the Effective Time under any Non-U.S. Monopoly Laws shall have been obtained,
except where the failure to have obtained any such clearances or approvals with 
respect to any Non-U.S. Monopoly Laws would not reasonably be expected,         
individually or in the aggregate, to have a Material Adverse Effect on the      
Company or Parent;                                                              

    (d)  GOVERNMENTAL ACTIONS.  There shall not have been instituted and pending
any action by any Governmental Authority that is reasonably to be expected to   
result in an order, nor shall there be in effect any judgment, decree or order  
of any Governmental Authority (i) preventing the consummation of the Merger or  
(ii) compelling Parent or any of its subsidiaries (including the Surviving      
Corporation and its subsidiaries) to dispose of or hold separate assets which   
are material, in the aggregate, to Parent or its subsidiaries taken as a whole, 
or to the Surviving Corporation and its subsidiaries taken as a whole; and      

 (e)  ILLEGALITY.  No statute, rule, regulation, executive or other order,
ruling or injunction shall have been enacted, promulgated, entered, enforced or 
deemed applicable to the Merger which makes the consummation of the Merger      
illegal or that prohibits, restrains or enjoins consummation of the Merger.     

SECTION 6.02.  ADDITIONAL CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER
SUB.  The obligations of Parent and Merger Sub to effect the Merger are also    
subject to the following conditions:                                            

(a)  REPRESENTATIONS AND WARRANTIES.  (I) The representations and       
warranties, (other than those contained in Sections 2.03, 2.04, 2.13, 2.18 and  
2.23) of the Company contained in this Agreement (which for purposes of this    
Section 6.02(a), shall be interpreted without giving effect to the words        
"materially" or "material," individually or as it appears in the defined term   
"Material Adverse Effect" or qualifications or exceptions based on such terms)  
shall be true and correct in all respects on and as of the Effective Time, with 
the same force and effect as if made on and as of the Effective Time, except for
(i) changes contemplated by this Agreement, (ii) those representations and      
warranties which address matters only as of a particular date (which shall have 
been true and correct as of such date), or (iii) where the failure to be so true
and correct would not reasonably be expected, individually or in the aggregate, 
to have a Material Adverse Effect on the Company, and (II) the representations  
and warranties of the Company contained in Sections 2.03, 2.04, 2.13, 2.18 and  
2.23 shall be true and correct in all material respects on and as of the        
Effective Time with the same force and effect as if made on and as of the       
Effective Time, except for any representations and warranties contained therein 
which address matters only as of a particular date (which shall have been true  
and correct in all                                                              

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material respects as of such date); and Parent and Merger Sub shall have        
received a certificate of the Company to such effect signed by the Chief        
Executive Officer or Chief Financial Officer of the Company;                    

    (b)  AGREEMENTS AND COVENANTS.  The Company shall have performed or complied
in all material respects with all agreements and covenants required by this     
Agreement to be performed or complied with by it on or prior to the Effective   
Time, and Parent and Merger Sub shall have received a certificate to such effect
signed by the Chief Executive Officer or Chief Financial Officer of the Company;
PROVIDED, HOWEVER, that unless the Company knowingly breaches Section 4.01(j),  
the Company shall be deemed to have complied with Section 4.01(j) unless the    
failure to comply with such section also results in the failure of the condition
set forth in Section 6.02(a);                                                   

(c)  CONSENTS OBTAINED.  All material consents, waivers, approvals,     
authorizations or orders required to be obtained, and all filings required to be
made, by the Company for the authorization, execution and delivery of this      
Agreement and the consummation by it of the transactions contemplated hereby    
shall have been obtained and made by the Company, except where the failure to   
receive such consents, waivers, approvals, authorizations or orders or to make  
such filings would not reasonably be expected, individually or in the aggregate 
with all other such failures, to have a Material Adverse Effect on the Company  
or Parent;                                                                      

 (d)  RIGHTS AGREEMENT.  A Distribution Date shall not have occurred under
the Rights Agreement, and the Rights shall be inapplicable to the Merger and to 
the other transactions contemplated by this Agreement; and                      

 (e)  TAX OPINION.  Parent shall have received a written opinion of Kramer
Levin Naftalis & Frankel LLP, in form and substance reasonably satisfactory to  
Parent, delivered and dated as of the date of the Effective Time and on the     
basis of customary representations, warranties and covenants of Parent and the  
Company and assumptions set forth in such opinion, to the effect that the Merger
will qualify as a reorganization within the meaning of Section 368(a) of the    
Code.                                                                           

SECTION 6.03.  ADDITIONAL CONDITIONS TO OBLIGATION OF THE COMPANY.  The 
obligation of the Company to effect the Merger is also subject to the following 
conditions:                                                                     

    (a)  REPRESENTATIONS AND WARRANTIES.  (I) The representations and warranties
(other than those contained in Sections 3.03, 3.04, 3.13 and 3.18) of Parent    
contained in this Agreement (which for purposes of this Section 6.03(a), shall  
be interpreted without giving effect to the words "materially" or "material,"   
individually or as it appears in the defined term "Material Adverse Effect" or  
qualifications or exceptions based on such terms) shall be true and correct in  
all respects on and as of the Effective Time, with the same force and effect as 
if made on and as of the Effective Time, except for (i) changes contemplated by 
this Agreement, (ii) those representations and warranties which address matters 
only as of a particular date (which shall have been true and correct as of such 
date), or (iii) where the failure to be so true and correct would not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect
on the Company, and (II) the representations and warranties of Parent contained 
in Sections 3.03, 3.04, 3.13, and 3.18 shall be true and correct in all material
respects on and as of the Effective Time, with the same force and effect as if  
made on and as of the Effective Time, except for any representations and        
warranties contained therein which address matters only as of a particular date 
(which shall have been true and correct in all material respects as of such     
date); and the Company shall have received a certificate of Parent to such      
effect signed by the Chief Executive Officer or Chief Financial Officer of      
Parent;                                                                         

  (b)  AGREEMENTS AND COVENANTS.  Parent and Merger Sub shall have performed
or complied in all material respects with all agreements and covenants required 
by this Agreement to be performed or complied with by them on or prior to the   
Effective Time, and the Company shall have received a certificate of Parent to  
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PROVIDED, HOWEVER, that unless Parent knowingly breaches Section 4.03(e), Parent
shall be deemed to have complied with Section 4.03(e) unless the failure to     
comply with such section also results in the failure of the condition set forth 
in Section 6.03(a);                                                             

(c)  CONSENTS OBTAINED.  All material consents, waivers, approvals,     
authorizations or orders required to be obtained, and all filings required to be
made, by Parent or Merger Sub for the authorization, execution and delivery of  
this Agreement, and the consummation by them of the transactions contemplated   
hereby and thereby shall have been obtained and made by Parent or Merger Sub,   
except where the failure to receive such consents, waivers, approvals,          
authorizations or orders or to make such filings would not reasonably be        
expected, individually or in the aggregate with all other such failures, to have
a Material Adverse Effect on the Company or Parent;                             

   (d)  LISTING.  The Parent Common Stock to be issued by Parent in connection
with the Merger shall have been authorized for listing on the NYSE upon official
notice of issuance; and                                                         

(e)  TAX OPINION.  The Company shall have received a written opinion of 
Fried, Frank, Harris, Shriver & Jacobson, in form and substance reasonably      
satisfactory to the Company, delivered and dated as of the date of the Effective
Time and on the basis of customary representations, warranties and covenants of 
Parent and the Company and assumptions set forth in such opinion, to the effect 
that the Merger will qualify as a reorganization within the meaning of          
Section 368(a) of the Code.                                                     

ARTICLE VII 
TERMINATION 

 SECTION 7.01.  TERMINATION.  This Agreement may be terminated at any time
prior to the Effective Time, notwithstanding approval thereof by the            
stockholders of the Company:                                                    

    (a)  by mutual written consent duly authorized by the Boards of Directors of
Parent and the Company; or                                                      

(b)  by either Parent or the Company if the Merger shall not have been  
consummated by January 31, 2002 (other than for the reasons set forth in        
clause (d) below); PROVIDED, HOWEVER, that the right to terminate this Agreement
under this Section 7.01(b) shall not be available to any party whose failure to 
fulfill any obligation under this Agreement has been the cause of, or resulted  
in, the failure of the Merger to be consummated on or prior to such date; or    

    (c)  by either Parent or the Company if a court of competent jurisdiction or
governmental, regulatory or administrative agency or commission shall have      
issued a nonappealable final order, decree or ruling or taken any other         
nonappealable final action having the effect of permanently restraining,        
enjoining or otherwise prohibiting the Merger; or                               

    (d)  by either Parent or the Company, if (i) the stockholders of the Company
shall not have approved this Agreement at the Company Stockholders Meeting;     
PROVIDED, HOWEVER, that the Company may not terminate pursuant to this clause if
the Company has not complied with its obligations under Section 5.02; or if     
(ii) the stockholders of the Parent shall not have approved the Parent          
Stockholders Meeting Proposals at the Parent Stockholders Meeting; PROVIDED,    
HOWEVER, that Parent may not terminate pursuant to this clause if Parent has not
complied with its obligations under Section 5.02; or                            

    (e)  by Parent, if, whether or not permitted to do so by this Agreement, the
Board of Directors of the Company or the Company shall (i) withdraw, modify or  
change its approval, adoption or recommendation of this Agreement or the Merger 
in a manner adverse to Parent or shall have resolved to do so; (ii) approve or  
recommend to the stockholders of the Company an Alternative Transaction;        
(iii) approve or recommend that the stockholders of the Company tender their    
shares in any tender or exchange offer that is an Alternative Transaction; or   
(iv) fail to include the recommendation of the                                  

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Board of Directors of the Company in favor of approval of this Agreement        
pursuant to Section 5.02(a) or fail to take the action required by the second   
sentence of Section 5.02(a) (it being understood and agreed that a communication
by the Board of Directors of the Company to the Company's stockholders pursuant 
to Rule 14d-9(f)(3) or 14(e)(2)of the Exchange Act, or any similar type of      
communication to the Company's stockholders in connection with the making or    
amendment of a tender offer or exchange offer, shall not be deemed to constitute
a basis for termination under this Section 7.01(e)); or                         

(f)  by Parent or the Company, if any representation or warranty of the 
Company, or Parent and Merger Sub, respectively, set forth in this Agreement    
shall be untrue when made, such that the conditions set forth in Sections       
6.02(a) or 6.03(a), as the case may be, would not be satisfied (in either case a
"Terminating Misrepresentation"); PROVIDED that if such Terminating             
Misrepresentation is curable prior to January 31, 2002 by the Company or Parent,
as the case may be, through the exercise of its reasonable best efforts and for 
so long as the Company or Parent, as the case may be, continues to exercise such
reasonable best efforts, neither Parent nor the Company, respectively, may      
terminate this Agreement under this Section 7.01(f); or                         

(g)  by Parent or the Company, if any representation or warranty of the 
Company, or Parent and Merger Sub, respectively, set forth in this Agreement    
shall have become untrue, such that the conditions set forth in Sections 6.02(a)
or 6.03(a), as the case may be, would not be satisfied (in either case, a       
"Terminating Change"), in either case other than by reason of a Terminating     
Breach (as hereinafter defined); PROVIDED that if any such Terminating Change is
curable prior to January 31, 2002 by the Company or Parent, as the case may be, 
through the exercise of its reasonable best efforts, and for so long as the     
Company or Parent, as the case may be, continues to exercise such reasonable    
best efforts, neither Parent nor the Company, respectively, may terminate this  
Agreement under this Section 7.01(g); or                                        

    (h)  by Parent or the Company, upon a breach of any covenant or agreement on
the part of the Company or Parent, respectively, set forth in this Agreement    
such that the conditions set forth in Sections 6.02(b) or 6.03(b), as the case  
may be, would not be satisfied (a "Terminating Breach"); if such Terminating    
Breach is curable prior to January 31, 2002 by the Company or Parent, as the    
case may be, through the exercise of its reasonable best efforts and for so long
as the Company or Parent, as the case may be, continues to exercise such        
reasonable best efforts, neither Parent nor the Company, respectively, may      
terminate this Agreement under this Section 7.01(h); or                         

    (i)  by the Company, if (w) the Board of Directors of the Company shall have
authorized the Company, subject to complying with the terms of this Agreement,  
including Section 4.02, to enter into a definitive agreement with respect to a  
Superior Proposal and the Company shall have notified Parent in writing that it 
intends to enter into such an agreement, attaching a summary of the material    
terms thereof, (x) Parent shall not have made, within two full business days    
(disregarding any partial business days) of receipt of the Company's written    
notification of its intention to enter into a definitive agreement with respect 
to a Superior Proposal, an offer that the Board of Directors of the Company     
determines, in good faith after consultation with its financial advisors, is at 
least as favorable, from a financial point of view, to the stockholders of the  
Company as the Superior Proposal, (y) the Company prior to such termination     
pursuant to this clause (i) shall have paid to Parent in immediately available  
funds the Fee and the Expenses required to be paid pursuant to Section 7.03(b), 
and (z) this Agreement shall not theretofore have been approved at the Company  
Stockholders Meeting; or                                                        

(j)  by the Company, if, whether or not permitted to do so by this      
Agreement, the Board of Directors of Parent or Parent shall (i) withdraw, modify
or change its approval, adoption or recommendation of the Parent Stockholders   
Meeting Proposals in a manner adverse to the Company or (ii) fail to include the
recommendation of the Board of Directors of Parent in favor of approval of the  
Parent Stockholders Meeting Proposals pursuant to Section 5.02(b) or fail to    
take the action required by the second sentence of Section 5.02(b); or          

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    (k)  by the Company, if any party to a Voting Agreement shall repudiate such
agreement or such agreement shall otherwise be unenforceable, PROVIDED that the 
Company shall not be entitled to terminate this Agreement under this            
Section 7.01(k) as a result of the death or incapacity of either of the         
stockholders that are parties to the Voting Agreements or any circumstances     
arising from such death or incapacity.                                          

 SECTION 7.02.  EFFECT OF TERMINATION.  In the event of the termination of
this Agreement pursuant to Section 7.01, this Agreement shall forthwith become  
void and there shall be no liability on the part of any party hereto or any of  
its affiliates, directors, officers or stockholders except that (i) the Company,
Parent or Merger Sub may have liabilities or obligations as set forth in        
Section 7.03 and as set forth in or contemplated by Section 8.01 hereof.        
Notwithstanding the foregoing, nothing herein shall relieve the Company, Parent 
or Merger Sub from liability for any willful breach hereof or willful           
misrepresentation herein (it being understood that (x) the provisions of        
Section 7.03 do not constitute a sole or exclusive remedy for such willful      
breach or misrepresentation and (y) the mere existence of a Material Adverse    
Effect, by itself, shall not constitute such a willful breach).                 

SECTION 7.03.  FEES AND EXPENSES.  (a) Except as set forth in this      
Section 7.03, all fees and expenses incurred in connection with this Agreement  
and the transactions contemplated hereby shall be paid by the party incurring   
such expenses, whether or not the Merger is consummated; PROVIDED, HOWEVER, that
if the Merger is not consummated, Parent and the Company shall share equally    
(i) all SEC filing fees and printing expenses incurred in connection with the   
printing and filing of the Joint Proxy Statement/Prospectus (including any      
preliminary materials related thereto) and the Registration Statement (including
financial statements and exhibits) and any amendments or supplements thereto and
(ii) conveyance and similar taxes required to be paid by the Company prior to   
the Effective Time pursuant to Section 5.14.                                    

 (b)  The Company shall pay Parent a fee of $22.5 million (the "Fee"), and
shall pay Parent's actual, documented and reasonable out-of-pocket expenses,    
relating to the transactions contemplated by this Agreement (including, but not 
limited to, fees and expenses of counsel and accountants and out-of-pocket      
expenses (but not fees) of financial advisors) ("Expenses," as applicable to    
Parent or the Company), in a combined amount not to exceed $1.0 million, upon   
the first to occur of any of the following events:                              

  (i) the termination of this Agreement by Parent or the Company pursuant to
      Section 7.01(d) following the Company Stockholder Meeting at which the
      stockholders of the Company failed to approve this Agreement, PROVIDED
that the Alternative Transaction Condition (as defined below) is
satisfied; or                                                   

(ii) the termination of this Agreement by Parent pursuant to            
Section 7.01(e); or                                           

(iii) the termination of this Agreement by the Company pursuant to        
Section 7.01(i).                                              

  The "Alternative Transaction Condition" shall be satisfied in respect of a
termination of this Agreement if (A) an Alternative Transaction shall be        
publicly announced by the Company or any third party during the period beginning
on the date of this Agreement and ending 6 months following the date of         
termination of this Agreement and (B) such transaction shall at any time        
thereafter be consummated on terms substantially equivalent to or more favorable
to the Company or its stockholders than the terms theretofore announced;        
PROVIDED that for purposes of this definition, the definition of Alternative    
Transaction set forth in Section 4.02(a) shall be modified to replace "25%," as 
it appears in such definition, with "40%".                                      

(c)  Upon a termination of this Agreement by Parent pursuant to         
Section 7.01(h), the Company shall pay to Parent its Expenses relating to the   
transactions contemplated by this Agreement in a combined amount not to exceed  
$1.0 million; and, in addition, the Company shall pay Parent the Fee            

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provided that (i) such Terminating Breach is willful and (ii) the Alternative   
Transaction Condition is satisfied.                                             

(d)  Upon a termination of this Agreement by Parent pursuant to         
Section 7.01(f), the Company shall pay to Parent its Expenses relating to the   
transactions contemplated by this Agreement in a combined amount not to exceed  
$1.0 million. Upon termination of this Agreement by the Company pursuant to     
Sections 7.01(f), 7.01(h) or 7.01(j), Parent shall pay to the Company the       
Expenses of the Company relating to the transactions contemplated by this       
Agreement, in an amount not to exceed $1.0 million.                             

   (e)  The Fee and/or Expenses payable pursuant to this Section 7.03 shall be
paid within one business day after a demand for payment following the first to  
occur of any of the events described in the aforesaid Sections, as applicable;  
PROVIDED that in no event shall the Company be required to pay the Fee or any   
Expenses to Parent, nor shall Parent be required to pay any Expenses to the     
Company if, immediately prior to the termination of this Agreement, the entity  
otherwise entitled to receive such fee and/or expenses was in material breach of
its obligations under this Agreement or, in the case of Parent, Merger Sub was  
in material breach of its obligations under this Agreement.                     

(f)  Each of the Company, Parent and Merger Sub agrees that the payments
provided for in this Section 7.03 shall be the sole and exclusive remedy of     
Parent and Merger Sub upon a termination of this Agreement by Parent pursuant to
Section 7.01(d), (e), (f), (h) or (i), and the payments provided for in this    
Section 7.03 shall be the sole and exclusive remedy of the Company upon a       
termination of this Agreement by the Company pursuant to Section 7.01(f),       
(h) or (j), regardless of the circumstances giving rise to such termination;    
PROVIDED, HOWEVER, that the foregoing shall not apply to any willful breach of  
this Agreement or any willful misrepresentation hereunder giving rise to such   
termination. Subject to Section 7.03(e), if a party is entitled to terminate    
this Agreement pursuant to more than one clause of Section 7.01, such party     
shall be entitled to receive the Fees and Expenses to which it is entitled as a 
result of any such termination, provided that in no event shall there be any    
duplication of payment.                                                         

ARTICLE VIII
GENERAL PROVISIONS

SECTION 8.01.  EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND         
AGREEMENTS.  (a) Except as otherwise provided in this Section 8.01, the         
representations, warranties and agreements of each party hereto shall remain    
operative and in full force and effect regardless of any investigation made by  
or on behalf of any other party hereto, any person controlling any such party or
any of their officers or directors, whether prior to or after the execution of  
this Agreement. The representations, warranties and agreements in this Agreement
shall terminate at the Effective Time or upon the termination of this Agreement 
pursuant to Section 7.01, except that the agreements set forth in Article I and 
Sections 5.06, 5.08(b), 5.11, 5.12 and 5.17 and any other agreement in this     
Agreement which contemplates performance after the Effective Time shall survive 
the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03   
and this Article VIII shall survive termination indefinitely. The Parent        
Confidentiality Agreement and the Company Confidentiality Agreement shall       
survive termination of this Agreement in accordance with their respective terms.

(b)  Any disclosure made with reference to one or more Sections of the  
Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed   
disclosed with respect to each other section therein as to which such disclosure
is relevant provided that such relevance is reasonably apparent on the face of  
such disclosure. Disclosure of any matter in the Company Disclosure Schedule or 
the Parent Disclosure Schedule shall not be deemed an admission that such matter
is material.                                                                    

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   SECTION 8.02.  NOTICES.  All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given 
or made if and when delivered personally or by overnight courier to the parties 
at the following addresses or sent by electronic transmission, with confirmation
received, to the telecopy numbers specified below (or at such other address or  
telecopy number for a party as shall be specified by like notice):              

(a)  If to Parent or Merger Sub:                                        

Vishay Intertechnology, Inc.                              
63 Lincoln Highway                                        
Malvern, Pennsylvania 19355-2120                          
Attn: Avi D. Eden                                         
Telecopy: (610) 889-2161                                  

With a copy (which shall not constitute notice) to:                     

Kramer Levin Naftalis & Frankel LLP                       
919 Third Avenue                                          
New York, NY 10022                                        
Attn: Abbe L. Dienstag, Esq.                              
Telecopy: (212) 715-8000                                  
Confirm: (212) 715-9100                                   

(b)  If to the Company:                                                 

General Semiconductor, Inc.                               
10 Melville Park Road                                     
Melville, New York 11747                                  
Attn: Stephen B. Paige, Esq.                              
Telecopy: (631) 847-3033                                  

With a copy (which shall not constitute notice) to:                     

Fried, Frank, Harris, Shriver & Jacobson                  
One New York Plaza                                        
New York, NY 10004                                        
Attn: Lois Herzeca, Esq.                                  
Telecopy: (212) 859-4000                                  
Confirm: (212) 859-8000                                   

SECTION 8.03.  CERTAIN DEFINITIONS.  For purposes of this Agreement, the
term:                                                                           

   (a)  "affiliates", with respect to any person, means a person that directly
or indirectly, through one or more intermediaries, controls, is controlled by,  
or is under common control with, the first mentioned person;                    

(b)  "business day" means any day other than a day on which banks in New
York City are required or authorized to be closed;                              

(c)  "control" (including the terms "controlled by" and "under common   
control with") means the possession, directly or indirectly or as trustee or    
executor, of the power to direct or cause the direction of the management or    
policies of a person, whether through the ownership of stock, as trustee or     
executor, by contract or credit arrangement or otherwise;                       

(d)  "knowledge" means, with respect to any matter in question, that the
executive officers or any employee having primary or substantial oversight      
responsibility for the matter of the Company or Parent, as the case may be, have
or at any time had actual knowledge of such matter;                             

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   (e)  "Material Adverse Effect," when used in connection with the Company or
any of its subsidiaries or Parent or any of its Subsidiaries, as the case may   
be, means any change, effect or circumstance that is materially adverse to the  
business, assets (including intangible assets), financial condition or results  
of operations of the Company and its subsidiaries, taken as whole, or Parent and
its subsidiaries, taken as a whole, as the case may be; PROVIDED, HOWEVER, that 
each of the following shall be excluded from the definition of Material Adverse 
Effect and from any determination as to whether a Material Adverse Effect has   
occurred or may occur: changes, effects or circumstances, that are applicable to
(A) the semiconductor industry or the discrete electronics components industry  
generally, (B) the United States securities markets generally, (C) personnel and
other changes customarily attendant to transactions of the type contemplated by 
this Agreement, including, without limitation, any disruption of customer,      
supplier or employee relationships, (D) changes in economic, regulatory or      
political conditions generally, (E) the litigation brought against the Company  
by Siliconix Incorporated in the United States District Court for the Northern  
District of California and any related claims between the current parties to    
such litigation or between the Company and Parent (the "S Litigation") and      
(F) the restructuring described in Section 2.08 of the Company Disclosure       
Schedule.                                                                       

 (f)  "person" means an individual, corporation, partnership, association,
trust, unincorporated organization, other entity or group (as defined in        
Section 13(d)(3) of the Exchange Act); and                                      

(g)  "subsidiary" or "subsidiaries" of the Company, the Surviving       
Corporation, Parent or any other person means any corporation, partnership,     
joint venture or other legal entity of which the Company, the Surviving         
Corporation, Parent or such other person, as the case may be (either alone or   
through or together with any other subsidiary), owns, directly or indirectly,   
more than 50% of the stock or other equity interests the holders of which are   
generally entitled to vote for the election of the board of directors or other  
governing body of such corporation or other legal entity.                       

When reference is made in this Agreement to the Company or Parent, such 
reference shall include their respective subsidiaries, as and to the extent the 
context so requires, whether or not explicitly stated in this Agreement.        

SECTION 8.04.  AMENDMENT.  This Agreement may be amended by the parties 
hereto at any time prior to the Effective Time; provided, however, that, after  
approval of this Agreement by the stockholders of the Company, no amendment may 
be made which by law requires further approval by such stockholders without such
further approval. This Agreement may not be amended except by an instrument in  
writing signed by the parties hereto.                                           

  SECTION 8.05.  WAIVER.  At any time prior to the Effective Time, any party
hereto may with respect to any other party hereto (a) extend the time for the   
performance of any of the obligations or other acts, (b) waive any inaccuracies 
in the representations and warranties contained herein or in any document       
delivered pursuant hereto, or (c) waive compliance with any of the agreements or
conditions contained herein. Any such extension or waiver shall be valid if set 
forth in an instrument in writing signed by the party or parties to be bound    
thereby.                                                                        

  SECTION 8.06.  HEADINGS.  The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or          
interpretation of this Agreement.                                               

SECTION 8.07.  SEVERABILITY.  (a) If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law 
or public policy, all other conditions and provisions of this Agreement shall   
nevertheless remain in full force and effect so long as the economic or legal   
substance of the transactions contemplated hereby is not affected in any        
material manner adverse to any party. Upon a determination that any term or     
other provision is invalid, illegal or incapable of being enforced, the parties 
hereto shall negotiate in good faith to modify this Agreement so as to effect   
the original intent of the parties as closely as possible in an acceptable      
manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible.                                                                

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  (b)  The Company and Parent agree that the Fee provided in Section 7.03(b)
is fair and reasonable in the circumstances. If a court of competent            
jurisdiction shall nonetheless, by a final, non-appealable judgment, determine  
that the amount of the Fee exceeds the maximum amount permitted by law, then the
amount of the Fee shall be reduced to the maximum amount permitted by law in the
circumstances, as determined by such court of competent jurisdiction.           

SECTION 8.08.  ENTIRE AGREEMENT.  This Agreement constitutes the entire 
agreement and supersedes all prior agreements and undertakings, both written and
oral, among the parties, or any of them, with respect to the subject matters    
hereof and thereof, except as otherwise expressly provided herein or therein,   
other than the Parent Confidentiality Agreement and the Company Confidentiality 
Agreement.                                                                      

SECTION 8.09.  ASSIGNMENT.  This Agreement shall not be assigned by     
operation of law or otherwise, except that all or any of the rights of Parent   
and/or Merger Sub hereunder may be assigned to any direct or indirect wholly    
owned subsidiary of Parent, PROVIDED that no such assignment shall relieve the  
assigning party of its obligations hereunder.                                   

 SECTION 8.10.  PARTIES IN INTEREST.  This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this       
Agreement, express or implied, is intended to or shall confer upon any other    
person any right, benefit or remedy of any nature whatsoever under or by reason 
of this Agreement, including, without limitation, by way of subrogation, other  
than Section 5.06 (which is intended to be for the benefit of the Indemnified   
Parties and Covered Persons and may be enforced by such Indemnified Parties and 
Covered Persons) and other than the right of the stockholders of the Company to 
receive the Merger Consideration if, but only if, the Merger is consummated and 
not otherwise.                                                                  

 SECTION 8.11.  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.  No
failure or delay on the part of any party hereto in the exercise of any right   
hereunder shall impair such right or be construed to be a waiver of, or         
acquiescence in, any breach of any representation, warranty or agreement herein,
nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or of any other right. All rights and remedies existing
under this Agreement are cumulative to, and not exclusive of, any rights or     
remedies otherwise available.                                                   

 SECTION 8.12.  GOVERNING LAW; JURISDICTION.  (a) All questions concerning
the construction, validity and interpretation of this agreement and the         
schedules hereto will be governed by the internal law, and not the law of       
conflicts, of the State of Delaware.                                            

 (b)  Each of the parties to this Agreement submits to the jurisdiction of
any state or federal court sitting in Wilmington, Delaware, in any action or    
proceeding arising out of or relating to this Agreement, agrees that all claims 
in respect of the action or proceeding may be heard and determined in any such  
court, and agrees not to bring any action or proceeding arising out of or       
relating to this Agreement in any other court. Each of the parties to this      
Agreement waives any defense of inconvenient forum to the maintenance of any    
action or proceeding so brought and waives any bond, surety or other security   
that might be required of any other party with respect thereto.                 

   SECTION 8.13.  COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken 
together shall constitute one and the same agreement.                           

SECTION 8.14.  WAIVER OF JURY TRIAL.  EACH OF PARENT, MERGER SUB AND THE
COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL  
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER     
BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS      
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.                       

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SECTION 8.15  PERFORMANCE OF OBLIGATIONS.  Unless otherwise previously  
performed, Parent shall cause each of Merger Sub and the Surviving Corporation  
to perform all of its obligations set forth in this Agreement.                  

 SECTION 8.16  ENFORCEMENT.  (a) The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not  
performed in accordance with their specific terms. It is accordingly agreed that
the parties shall be entitled to specific performance of the terms hereof, this 
being in addition to any other remedy to which they are entitled at law or in   
equity.                                                                         

(b)  The parties agree and acknowledge that (i) each of Parent and the  
Company shall not, and shall cause their respective subsidiaries and affiliates 
not to, utilize any statement herein or the failure to make a statement herein, 
as evidence in support of any position of the parties or their respective       
subsidiaries and affiliates in the S Litigation, and (ii) the S Litigation, and 
the Intellectual Property Assets in issue, or which in the future become an     
issue in the S Litigation shall be deemed expressly excluded from the respective
representations and warranties of the parties in Section 2.19 and Section 3.19. 

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this 
Agreement to be executed as of the date first written above by their respective 
officers thereunto duly authorized.                                             

                                                                [Download Table]
                                              
VISHAY INTERTECHNOLOGY, INC.                  

By:  /s/ AVI D. EDEN                          
     -----------------------------------------
     Name: Avi D. Eden                        
     Title: Executive Vice President and      
     General Counsel                          

                                                                [Download Table]
                                              
VISHAY ACQUISITION CORP.                      

By:  /s/ AVI D. EDEN                          
     -----------------------------------------
     Name: Avi D. Eden                        
     Title: Vice President                    

                                                                [Download Table]
                                              
GENERAL SEMICONDUCTOR, INC.                   

By:  /s/ RONALD A. OSTERTAG                   
     -----------------------------------------
     Name: Ronald A. Ostertag                 
     Title: COB, CEO                          

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July 31, 2001                                                                   

Board of Directors                                                              
General Semiconductor, Inc.                                                     
10 Melville Park Road                                                           
Melville, NY 11747-3113                                                         

Members of the Board:                                                           

   You have asked us to advise you with respect to the fairness to the holders
of Company Common Stock (as defined below) from a financial point of view of the
proposed Exchange Ratio (as defined below) set forth in the Agreement and Plan  
of Merger, dated as of July 31, 2001 (the "Merger Agreement"), by and among     
Vishay Intertechnology, Inc. ("Parent"), Vishay Acquisition Corp., a wholly     
owned subsidiary of Parent ("Merger Sub"), and General Semiconductor, Inc. (the 
"Company"). The Merger Agreement provides for, among other things, the merger of
Merger Sub with and into the Company (the "Merger") pursuant to which the       
Company will become a wholly owned subsidiary of Parent and each outstanding    
share of common stock, par value $.01 per share (together with the preferred    
stock purchase rights associated therewith, "Company Common Stock"), of the     
Company will be converted into 0.563 (the "Exchange Ratio") of a share of common
stock, par value $0.10 per share ("Parent Common Stock"), of Parent.            

In arriving at our opinion, we have reviewed certain publicly available 
business and financial information relating to the Company and Parent, as well  
as the Merger Agreement and certain related documents. We have also reviewed    
certain other information, including financial forecasts, provided to or        
discussed with us by the Company and Parent, and have discussed the business and
prospects of the Company and Parent with management of the Company and Parent.  
We have also considered certain financial and stock market data of the Company  
and Parent, and we have compared those data with similar data for other publicly
held companies in businesses similar to the Company and Parent and we have      
considered, to the extent publicly available, the financial terms of certain    
other business combinations and other transactions which have recently been     
effected. We also considered such other information, financial studies, analyses
and investigations and financial, economic and market criteria which we deemed  
relevant.                                                                       

 In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on 
such information being complete and accurate in all material respects. With     
respect to the financial forecasts, we have been advised and have assumed, that 
such forecasts have been reasonably prepared on bases reflecting the best       
currently available estimates and judgments of the Company's and Parent's       
managements as to the future financial performance of the Company and Parent and
as to the cost savings and other potential synergies (including the amount,     
timing and achievability thereof) anticipated to result from the Merger. You    
also have advised us, and we have assumed, that the Merger will be treated as a 
tax-free reorganization for U.S. federal income tax purposes. With your consent,
we have also assumed that in the course of obtaining the necessary regulatory   
and third party approvals and consents for the Merger, no delay, limitation,    
restriction or condition will be imposed that will have a material adverse      
effect on the anticipated benefits of the Merger and that the Merger will be    
consummated in accordance with the terms of the Merger Agreement, without       
waiver, amendment or modification of any material term,                         

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condition or agreement. In addition, we have not been requested to make, and    
have not made, an independent evaluation or appraisal of the assets or          
liabilities (contingent or otherwise) of the Company or Parent, nor have we been
furnished with any such evaluations or appraisals. Our opinion is necessarily   
based upon information available to us, and financial, economic, market and     
other conditions as they exist and can be evaluated on the date hereof. Our     
opinion does not address the relative merits of the Merger as compared to other 
transactions or business strategies that might be available to the Company, nor 
does it address the underlying business decision of the Company to engage in the
Merger. We are not expressing any opinion as to the actual value of Parent      
Common Stock when issued to the Company's stockholders pursuant to the Merger or
the prices at which Parent Common Stock will trade at any time.                 

We have acted as financial advisor to the Company in connection with the
Merger and will receive a fee for our services, a significant portion of which  
is contingent upon the consummation of the Merger. We will also receive a fee   
upon delivery of this opinion. We or our affiliates have in the past provided,  
and may in the future provide, certain financial and investment banking services
to the Company and Parent unrelated to the Merger for which we have received,   
and expect to receive, compensation. In the ordinary course of our business, we 
and our affiliates may actively trade the debt and equity securities and other  
financial obligations of both the Company and Parent for our and such           
affiliates' own accounts and for the accounts of customers and, accordingly, may
at any time hold a long or short position in such securities and obligations.   

It is understood that this letter is for the information of the Board of
Directors of the Company in connection with its consideration of the Merger and 
does not constitute a recommendation to any stockholder of the Company as to how
such stockholder should vote or act on any matter relating to the proposed      
Merger.                                                                         

  Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the proposed Exchange Ratio is fair to the holders of Company      
Common Stock from a financial point of view.                                    

                                                                [Download Table]
                                              
Very truly yours,                             

CREDIT SUISSE FIRST BOSTON CORPORATION        

By:           /s/ DANIEL V. SCHLEIFMAN        
     -----------------------------------------
                Daniel V. Schleifman          
                 MANAGING DIRECTOR            

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PART II 
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Section 145(a) of the Delaware General Corporation Law ("DGCL") provides
that a Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,   
suit or proceeding, whether civil, criminal, administrative or investigative,   
other than an action by or in the right of the corporation, by reason of the    
fact that he or she 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 or enterprise,      
against expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by him or her in connection with 
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of  
the corporation and, with respect to any criminal action or proceeding, had no  
reasonable cause to believe his or her conduct was unlawful.                    

Section 145(b) of the DGCL provides that a Delaware corporation may     
indemnify any person who was or is a party or is threatened to be made a party  
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or 
she acted in any of the capacities set forth above, against expenses (including 
attorneys' fees) actually and reasonably incurred by him or her in connection   
with the defense or settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to  
the best interests of the corporation and except that no indemnification may be 
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine that despite 
the adjudication of liability but in view of all the circumstances of the case, 
such person is fairly and reasonably entitled to be indemnified for such        
expenses which the court shall deem proper.                                     

 Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit 
or proceeding referred to in subsections (a) and (b) or in the defense of any   
claim, issue or matter therein, he or she shall be indemnified against expenses 
(including attorney's fees) actually and reasonably incurred by him or her in   
connection therewith; that indemnification provided for by section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be   
entitled; and that 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 or enterprise       
against any liability asserted against him or her or incurred by him or her in  
any such capacity or arising out of his or her status as such, whether or not   
the corporation would have the power to indemnify him or her against such       
liabilities under section 145.                                                  

  Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a     
director to the corporation or its stockholders for monetary damages for breach 
of fiduciary duty as a director, provided that such provision shall not         
eliminate or limit the liability of a director: (i) for any breach of the       
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 DGCL; or (iv) for any  
transaction from which the director derived an improper personal benefit.       

Article Ninth of Vishay's certificate of incorporation provides that no 
director of Vishay shall be liable to Vishay or its stockholders for monetary   
damages for breach of fiduciary duty as a director, provided that Article Ninth 
does not eliminate or limit the liability of a director (i) for any breach of   

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the director's duty of loyalty to Vishay 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 DGCL, or (iv) for any          
transaction from which the director derived an improper personal benefit.       

 Article Ninth also provides that every person (and their heirs, executors
and administrators) who is or was a director, officer, employee or agent of     
Vishay or of any other company, including another corporation, partnership,     
joint venture, trust or other enterprise in which such person serves or served  
as such at the request of Vishay, shall be indemnified by Vishay against all    
judgments, payments in settlement (whether or not approved by a court), fines,  
penalties and other 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, investigation or claim,    
civil, criminal, administrative, legislative or other, or any appeal relating   
thereto, which is brought or threatened either by or in the right of Vishay or  
such other company or by any other person, governmental authority or            
instrumentality and in which the person is made a party to or is otherwise      
involved because of such person being or having been a director, officer,       
employee or agent or by reason of any action or omission by such person in such 
capacity.                                                                       

Such indemnification will be provided either if such person is wholly   
successful, on the merits or otherwise, in defending the action, or if, in the  
judgment of a court of competent jurisdiction or, in the absence of such a      
determination, in the judgment of a majority of a quorum of the Vishay board of 
directors (not including any director who is a party to or is otherwise involved
in the action) or, in the absence of a disinterested quorum, in the opinion of  
independent legal counsel, in the case of a derivative action, such person acted
in good faith in what he or she reasonably believed to be the best interest of  
Vishay and was not adjudged liable to Vishay or such other company, or in the   
case of a third party action, such person acted in good faith in what he or she 
reasonably believed to be in the best interest of Vishay or such other company  
and, in any criminal action, had no reasonable cause to believe that his or her 
action was unlawful.                                                            

 In the case of a derivative action, Vishay's certificate of incorporation
provides that indemnification shall not be made unless (1) a court of competent 
jurisdiction has approved the settlement, if any, and the reimbursement of the  
payment or (2) if the court in which the action has been instituted lacks       
jurisdiction to grant the approval or the action is settled before the          
institution of judicial proceedings, in the opinion of independent legal counsel
the applicable standard of conduct described above has been met, the action was 
without substantial merit, the settlement was in the best interest of Vishay or 
such other company and the reimbursement of the payment is permissible under    
applicable law.                                                                 

 Additionally, Article Ninth provides that Vishay's board of directors may
authorize the advancement of amounts necessary to cover the reasonable costs and
expenses incurred prior to final disposition to the extent permitted under      
Delaware law. Reference is made to Vishay's certificate of incorporation        
incorporated by reference into this joint proxy statement/prospectus as Exhibits
3.1 and 3.2.                                                                    

Vishay maintains $55 million of insurance to reimburse the directors and
officers of Vishay and its subsidiaries for charges and expenses incurred by    
them for wrongful acts claimed against them by reason of their being or having  
been directors or officers of Vishay or any of its subsidiaries. Such insurance 
specifically excludes reimbursement of any director or officer for any charge or
expense incurred in connection with various designated matters, including libel 
or slander, illegally obtained personal profits, profits recovered by Vishay    
pursuant to section 16(b) of the Exchange Act and deliberate dishonesty.        

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                             

                                                                [Download Table]

EXHIBIT NO.                            DESCRIPTION                         
-----------                            -----------                         
                                                                           
          2.1  Agreement and Plan of Merger, dated as of July 31, 2001, by 
               and among Vishay Intertechnology, Inc., Vishay Acquisition  
               Corp., and General Semiconductor, Inc. (included as Annex A 
               to the joint proxy statement/prospectus which forms a part  
               of this registration statement)                             

          3.1  Composite Amended and Restated Certificate of Incorporation 
               of Vishay Intertechnology, Inc. dated August 3, 1995        
               (incorporated by reference to Exhibit 3.1 to Form 10-Q for  
               the quarter ended June 30, 1995)                            

          3.2  Certificate of Amendment of Composite Amended and Restated  
               Certificate of Incorporation of Vishay Intertechnology, Inc.
               (incorporated by reference to Exhibit 3.1 to Form 10-Q for  
               the quarter ended June 30, 1997)                            

          3.3  Amended and Restated Bylaws of Vishay Intertechnology, Inc. 
               (incorporated by reference to Exhibit 3.2 to Registration   
               Statement No. 33-13833 of Registrant on Form S-2 under the  
               Securities Act of 1933)                                     

          3.4  Amendment No. 1 to Amended and Restated Bylaws of Vishay    
               Intertechnology, Inc. (incorporated by reference to Exhibit 
               3.2 to Form 10-K file number 1-7416 for fiscal year ended   
               December 31, 1993)                                          

         *5.1  Opinion of Kramer Levin Naftalis & Frankel LLP regarding the
               legality of the shares of Vishay common stock registered    
               hereunder                                                   

         *8.1  Tax Opinion of Kramer Levin Naftalis & Frankel LLP          

         *8.2  Tax Opinion of Fried, Frank, Harris, Shriver & Jacobson     

          9.1  Form of Voting Agreement between each of Dr. Felix Zandman  
               and Mrs. Luella B. Slaner and General Semiconductor, Inc.   

         23.1  Consent of Ernst & Young LLP, independent auditors of Vishay
               Intertechnology, Inc.                                       

         23.2  Consent of Deloitte & Touche LLP, independent auditors of   
               General Semiconductor, Inc.                                 

        *23.3  Consent of Kramer Levin Naftalis & Frankel LLP (contained in
               the opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto)   

        *23.4  Consent of Fried, Frank, Harris, Shriver & Jacobson, special
               counsel to General Semiconductor, Inc. (contained in the    
               opinion filed as Exhibit 8.2 hereto)                        

         24.1  Powers of Attorney (contained on the signature pages hereto)

         99.1  Form of Proxy Card of Vishay Intertechnology, Inc.          

         99.2  Form of Proxy Card of General Semiconductor, Inc.           

         99.3  Consent of Credit Suisse First Boston, financial advisor of 
               General Semiconductor, Inc.                                 

         99.4  Opinion of Credit Suisse First Boston (included as Annex B  
               to the joint proxy statement/ prospectus which forms a part 
               of this registration statement)                             

------------------------                                                        

*   To be filed by amendment.                                                   

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ITEM 22. UNDERTAKINGS                                                           

(A) The undersigned registrant hereby undertakes:                       

 (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:                        

 (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                                 

       (ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent       
  post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this     
registration statement. Notwithstanding the foregoing, any increase or  
decrease in volume of securities offered (if the total dollar value of  
securities offered would not exceed that which was registered) and any  
  deviation from the low or high end of the estimated maximum offering price
may be reflected in the form of prospectus filed with the Commission    
   pursuant to Rule 424(b) under the Securities Act, if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the  
maximum aggregate offering price set forth in the "Calculation of       
Registration Fee" table in the effective registration statement; and    

     (iii) To include any material information with respect to the plan of
   distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;     

    (2) That, for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new         
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof; and                                                      

  (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.                                                                       

(B) The undersigned registrant hereby undertakes that, for purposes of  
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be  
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

   (C) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is part of this registration statement, by any person or party 
who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called  
for by the applicable registration form with respect to reofferings by persons  
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.                                             

(2) The registrant undertakes that every prospectus: (i) that is filed  
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet  
the requirements of Section 10(a)(3) of the Act and is used in connection with  
an offering of securities subject to Rule 415, will be filed as part of an      
amendment to the registration statement and will not be used until such         
amendment is effective, and that, for purposes of determining any liability     
under the Securities Act of 1933, each such post-effective amendment shall be   
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

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   (D) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the Registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

   (E) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to   
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of    
such request, and to send the incorporated documents by first class mail or     
other equally prompt means. This includes information contained in documents    
filed subsequent to the effective date of the registration statement through the
date of responding to the request.                                              

(F) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the      
company being acquired involved therein, that was not the subject of and        
included in the registration statement when it became effective.                

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SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable ground to believe that it meets all of the     
requirements for filing on Form S-4 and has duly caused this registration       
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Malvern, state of Pennsylvania, on the 5th day of    
September, 2001.                                                                

                                                                [Download Table]
                                              
VISHAY INTERTECHNOLOGY, INC.                  

By:  /s/ FELIX ZANDMAN                        
     -----------------------------------------
     Felix Zandman                            
     DIRECTOR, CHAIRMAN OF THE BOARD AND CHIEF
     EXECUTIVE OFFICER                        

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints FELIX ZANDMAN and AVI D. EDEN, and each of them, his true and lawful   
attorneys-in-fact and agents, with full power of substitution and               
resubstitution, for him and in his name, place and stead, in any and all        
capacities, to sign this registration statement (including all pre-effective and
post-effective amendments thereto and all registration statements filed pursuant
to Rule 462(b) which incorporate this registration statement by reference), and 
to file the same, with all exhibits thereto, and other documents in connection  
therewith, with the Securities and Exchange Commission, granting unto such      
attorneys-in-fact and agents, and each of them, full power and authority to do  
and perform each and every act and thing requisite and necessary to be done in  
and about the premises, as fully to all intents and purposes as he might or     
could do in person, hereby ratifying and confirming all that such               
attorneys-in-fact and agents or any of them, or their or his substitute or      
substitutes, may lawfully do or cause to be done by virtue hereof.              

Pursuant to the requirements of the Securities Act of 1933, this        
registration statement on Form S-4 has been signed by the following persons on  
September 5, 2001 in the capacities indicated below.                            

                                                        [Enlarge/Download Table]

                 SIGNATURE                                       TITLE                     
                 ---------                                       -----                     
                                                                                           
             /s/ FELIX ZANDMAN               Director, Chairman of the Board, and Chief    
-------------------------------------------    Executive Officer (Principal Executive      
               Felix Zandman                   Officer)                                    

              /s/ AVI D. EDEN                                                              
-------------------------------------------  Director, Vice Chairman of the Board,         
                Avi D. Eden                    Executive Vice President and General Counsel

              /s/ ELI HURVITZ                                                              
-------------------------------------------  Director                                      
                Eli Hurvitz                                                                

              /s/ GERALD PAUL                                                              
-------------------------------------------  Director, President and Chief Operating       
                Gerald Paul                    Officer                                     

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                                                        [Enlarge/Download Table]

                 SIGNATURE                                       TITLE                    
                 ---------                                       -----                    
                                                                                          
           /s/ RICHARD N. GRUBB              Director, Executive Vice President, Treasurer
-------------------------------------------    and Chief Financial Officer (Principal     
             Richard N. Grubb                  Financial and Accounting Officer)          

           /s/ ROBERT A. FREECE                                                           
-------------------------------------------  Director, Senior Vice President              
             Robert A. Freece                                                             

          /s/ DR. EDWARD B. SHILS                                                         
-------------------------------------------  Director                                     
            Dr. Edward B. Shils                                                           

-------------------------------------------  Director                                     
             Luella B. Slaner                                                             

             /s/ ZIV SHOSHANI                                                             
-------------------------------------------  Director                                     
               Ziv Shoshani                                                               

            /s/ MARK I. SOLOMON                                                           
-------------------------------------------  Director                                     
              Mark I. Solomon                                                             

           /s/ JEAN-CLAUDE TINE                                                           
-------------------------------------------  Director                                     
             Jean-Claude Tine                                                             

             /s/ MARC ZANDMAN                                                             
-------------------------------------------  Director                                     
               Marc Zandman                                                               

             /s/ RUTA ZANDMAN                                                             
-------------------------------------------  Director                                     
               Ruta Zandman                                                               

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INDEX TO EXHIBITS 

                                                                [Download Table]

EXHIBIT NO.                            DESCRIPTION                         
-----------                            -----------                         
                                                                           
          2.1  Agreement and Plan of Merger, dated as of July 31, 2001, by 
               and among Vishay Intertechnology, Inc., Vishay Acquisition  
               Corp., and General Semiconductor, Inc. (included as Annex A 
               to the joint proxy statement/prospectus which forms a part  
               of this registration statement)                             

          3.1  Composite Amended and Restated Certificate of Incorporation 
               of Vishay Intertechnology, Inc. dated August 3, 1995        
               (incorporated by reference to Exhibit 3.1 to Form 10-Q for  
               the quarter ended June 30, 1995)                            

          3.2  Certificate of Amendment of Composite Amended and Restated  
               Certificate of Incorporation of Vishay Intertechnology, Inc.
               (incorporated by reference to Exhibit 3.1 to Form 10-Q for  
               the quarter ended June 30, 1997)                            

          3.3  Amended and Restated Bylaws of Vishay Intertechnology, Inc. 
               (incorporated by reference to Exhibit 3.2 to Registration   
               Statement No. 33-13833 of Registrant on Form S-2 under the  
               Securities Act of 1933)                                     

          3.4  Amendment No. 1 to Amended and Restated Bylaws of Vishay    
               Intertechnology, Inc. (incorporated by reference to         
               Exhibit 3.2 to Form 10-K file number 1-7416 for fiscal year 
               ended December 31, 1993)                                    

         *5.1  Opinion of Kramer Levin Naftalis & Frankel LLP regarding the
               legality of the shares of Vishay common stock registered    
               hereunder                                                   

         *8.1  Tax Opinion of Kramer Levin Naftalis & Frankel LLP          

         *8.2  Tax Opinion of Fried, Frank, Harris, Shriver & Jacobson     

          9.1  Form of Voting Agreement between each of Dr. Felix Zandman  
               and Mrs. Luella B. Slaner and General Semiconductor, Inc.   

         23.1  Consent of Ernst & Young LLP, independent auditors of Vishay
               Intertechnology, Inc.                                       

         23.2  Consent of Deloitte & Touche LLP, independent auditors of   
               General Semiconductor, Inc.                                 

        *23.3  Consent of Kramer Levin Naftalis & Frankel LLP (contained in
               the opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto)   

        *23.4  Consent of Fried, Frank, Harris, Shriver & Jacobson, special
               counsel to General Semiconductor, Inc. (contained in the    
               opinion filed as Exhibit 8.2 hereto)                        

         24.1  Powers of Attorney (contained on the signature pages hereto)

         99.1  Form of Proxy Card of Vishay Intertechnology, Inc.          

         99.2  Form of Proxy Card of General Semiconductor, Inc.           

         99.3  Consent of Credit Suisse First Boston, financial advisor of 
               General Semiconductor, Inc.                                 

         99.4  Opinion of Credit Suisse First Boston (included as Annex B  
               to the joint proxy statement/ prospectus which forms a part 
               of this registration statement)                             

------------------------                                                        

*   To be filed by amendment.                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference