Edgar Filing: VISHAY INTERTECHNOLOGY INC

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [X]
Filed by a party other than the Registrant
Check the appropriate box:

Preliminary proxy statement Confidential, for Use of the Commission
[X] Definitive proxy statement Only (as permitted by Rule 14a-6(e)(2))
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

VISHAY INTERTECHNOLOGY, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X] NO FEE REQUIRED.

FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(i)(4) AND 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identifies the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.

(1) Amount previously paid:
$0

(2) Form, Schedule or Registration Statement no.:
Schedule 14A --Definitive Proxy Statement

(3) Filing party:
Registrant

(4) Date filed:
April 22, 2002

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

[VISHAY LOGO]

April 22, 2002

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Vishay Intertechnology, Inc. to be held at 10:30 a.m. Philadelphia time on the
23rd day of May, 2002, at The Four Seasons Hotel, Ballroom, Lobby Level, One
Logan Square, Philadelphia, Pennsylvania 19103. Your Board of Directors looks
forward to greeting personally those stockholders able to be present.

At the annual meeting you will be asked to elect twelve directors and to
ratify the appointment of Ernst & Young LLP as auditors for Vishay's current
fiscal year.

The Board of Directors unanimously recommends that you vote FOR the
election of all twelve nominees as directors and FOR the ratification of the
appointment of the auditors.

Regardless of the number of shares you may own, it is important that they
be represented and voted at the annual meeting. Therefore, please sign, date and
mail the enclosed proxy in the return envelope provided.

At the annual meeting, we will also report to you on the Company's current
operations and outlook. Members of the Board and management will be pleased to
respond to any questions you may have.

Your cooperation is appreciated.

Sincerely,

/s/ William J. Spires
William J. Spires
Secretary

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

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

NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD MAY 23, 2002

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

Notice is hereby given that the Annual Meeting of Stockholders of Vishay
Intertechnology, Inc. will be held at The Four Seasons Hotel, Ballroom, Lobby
Level, One Logan Square, Philadelphia, Pennsylvania 19103, on the 23rd day of
May, 2002 at 10:30 a.m. Philadelphia time, for the following purposes:

1. to elect twelve directors for a term of one year and until their
successors are elected and qualified; and

2. to ratify the appointment of auditors for Vishay's current fiscal
year.

Action will also be taken upon such other business, if any, as may properly
come before the meeting.

The stockholders of record at the close of business on April 8, 2002 will
be entitled to vote at the annual meeting or at any adjournment thereof. If you
do not expect to attend the meeting in person, please complete, date and sign
the enclosed proxy and return it without delay in the enclosed envelope which
requires no additional postage if mailed in the United States.

By Order of the Board of Directors,

/s/ William J. Spires
William J. Spires
Secretary
Malvern, Pennsylvania
April 22, 2002

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

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

PROXY STATEMENT

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

GENERAL INFORMATION

The accompanying proxy is solicited by the Board of Directors of VISHAY
INTERTECHNOLOGY, INC. for use at the Annual Meeting of Stockholders to be held
at The Four Seasons Hotel, Ballroom, Lobby Level, One Logan Square,
Philadelphia, Pennsylvania 19103, on the 23rd day of May, 2002, at 10:30 a.m.
Philadelphia time, and any adjournments thereof. Stockholders of record at the
close of business on April 8, 2002 shall be entitled to vote at the annual
meeting.

A list of stockholders entitled to vote at the annual meeting will be
available for examination by Vishay's stockholders during ordinary business
hours for a period of ten days prior to the annual meeting at Vishay's offices,
63 Lincoln Highway, Malvern, Pennsylvania 19355-2120. A stockholder list will
also be available for examination at the annual meeting.

The cost of solicitation of proxies will be borne by Vishay. The Board of
Directors may use the services of Vishay's directors, officers and other regular
employees to solicit proxies personally or by telephone. Arrangements will be
made with brokerage houses and other custodians, nominees and fiduciaries to
forward solicitation material to the beneficial owners of the shares held of
record by such fiduciaries, and Vishay will reimburse them for the reasonable
expenses incurred by them in so doing.

The shares represented by the accompanying proxy will be voted as directed
with respect to the election of twelve directors and with respect to the
ratification of the appointment of Ernst & Young LLP as independent auditors of
Vishay, OR, if no direction is indicated, will be voted FOR the election as
directors of the twelve nominees listed below and FOR the appointment of Ernst &
Young LLP as auditors. Each proxy executed and returned by a stockholder may be
revoked at any time thereafter by giving written notice of such revocation to
the Secretary of Vishay, by delivering to Vishay a properly executed and timely
submitted proxy bearing a later date, or by attending the annual meeting and
electing to vote in person, except as to any matter or matters upon which, prior
to such revocation, a vote shall have been cast pursuant to the authority
conferred by such proxy.

This proxy statement was preceded or is accompanied by Vishay's Annual
Report to Stockholders for the fiscal year ended December 31, 2001. This proxy
statement and the enclosed form of proxy are being furnished commencing on or
about April 22, 2002.

VOTING OF SHARES

The holders of a majority of the votes represented by the outstanding
shares, present in person or represented by proxy, will constitute a quorum for
the transaction of business. Shares represented by proxies that are marked
"abstain" will be counted as votes present for purposes of determining the
presence of a quorum on all matters. Brokers holding shares for beneficial
owners in "street name" must vote those shares according to specific
instructions they receive from the owners. If instructions are not received,
brokers may vote the shares, in their discretion, depending on the type of
proposals involved. "Broker non-votes" result when brokers are precluded by the
rules of the New York Stock Exchange or otherwise refrain from exercising their
discretion on certain types of proposals. These rules allow brokers to exercise
discretionary authority to vote on all the proposals being submitted at the
annual meeting. Shares that are voted by brokers on some but not all of the
matters will be treated as shares present for purposes of determining the
presence of a quorum on all matters and for all other purposes at the annual
meeting.

The election of each nominee for director requires a plurality of votes
cast. Accordingly, abstentions and broker non-votes will not affect the outcome
of the election. The approval of the ratification of appointment of the auditors
requires the approval of the holders of a majority of the votes entitled to be
cast at the annual meeting. On this matter the abstentions will have the same
effect as negative votes. Because broker non-votes will not be treated as shares
that are present and entitled to vote with respect to a specific proposal,
broker non-votes will have no effect on the outcome.

Vishay has appointed an inspector to act at the annual meeting who shall:

- ascertain the number of shares outstanding and the voting powers of each;

- determine the shares represented at the annual meeting and the validity
of the proxies and ballots;

- count all votes and ballots;

- determine and retain for a reasonable period a record of the disposition
of any challenges made to any determinations by such inspector; and

- certify a determination of the number of shares represented at the annual
meeting and his count of all votes and ballots.

Dr. Felix Zandman directly, beneficially and as voting trustee under a
voting trust agreement, has voting power over 48.9% of the total voting power of
Vishay's shares and intends to vote FOR the election of the twelve nominees as
directors and FOR the ratification of the appointment of the auditors.

PROPOSAL 1 -- ELECTION OF DIRECTORS

It is proposed to elect a board of twelve directors for the following year
and until their successors are elected and qualified. Although the Company's
By-laws provide for up to fifteen Directors, the Board has determined that it is
in the Company's best interest for no more than twelve Directors to serve at
this time in order to give the Board of Directors flexibility to appoint
additional Directors if the need arises. Accordingly, proxies may not be voted
for a greater number than the number of nominees named. All of the nominees set
forth in the table below are currently members of the Board of Directors. It is
intended that the accompanying form of proxy will be voted FOR the election of
the twelve nominees unless other instructions are given. Voting is not
cumulative. If any nominee should become unavailable, discretionary authority is
reserved by the individuals named in the proxy to vote for a substitute.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF ALL TWELVE NOMINEES AS DIRECTORS.

INFORMATION CONCERNING DIRECTORS AND NOMINEES

The following table sets forth information regarding age, principal
occupation and other major affiliations during the past five years of each of
the nominees, as well as any family relationships between the nominees.

YEAR FIRST
PRINCIPAL OCCUPATION ELECTED
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR
---- --- ----------------------- ----------

Felix Zandman(1)............... 73 Founder, Chairman of the Board and Chief Executive 1962
Officer of the Company. President of the Company
until March 1998. Chief Executive Officer since the
Company's inception. Chairman of the Board since
1989.
Avi D. Eden(1)................. 54 Vice Chairman of the Board and Executive Vice 1987
President of the Company since August 1996. General
Counsel to the Company for more than the past five
years.
Robert A. Freece(1)............ 61 Senior Vice President of the Company since May 1994. 1972
Vice President of the Company from 1972 until May
1994.
Richard N. Grubb(1)............ 55 Executive Vice President of the Company since August 1994
1996. Treasurer and Chief Financial Officer of the
Company since May 1994. Vice President of the
Company from May 1994 to August 1996. Mr. Grubb has
been associated with the Company in various
capacities since 1972.
Eliyahu Hurvitz................ 69 President and Chief Executive Officer of Teva 1994
Pharmaceutical Industries Ltd. for more than the
past five years.
Gerald Paul(1)................. 53 President of the Company since March 1998. Chief 1993
Operating Officer of the Company since August 1996.
Executive Vice President of the Company from August
1996 to March 1998. Vice President of the Company
from May 1993 to August 1996. President -- Vishay
Edward B. Shils(2)(3)(4)(5).... 86 Consultant; Ph.D.; Director -- Wharton 1981
Entrepreneurial Center and George W. Taylor
Professor Emeritus of Entrepreneurial Studies, The
Wharton School, University of Pennsylvania.
Ziv Shoshani(6)................ 35 Executive Vice President -- Capacitors Group since 2001
2001, Executive Vice President -- Specialty Products
Division in 2000, including responsibility for
oversight of Measurements Group Division. Prior to
that, Mr. Shoshani served in various capacities
including Senior Vice President Precision Resistors,
Worldwide Foil Resistors Manager, Plant
Manager -- Holon, Israel, and Quality Control
Manager -- Holon. Employed by the Company since
1995.
Mark I. Solomon(2)(3)(4)(5).... 62 Chairman of CMS Companies (financial advisory 1993
services) for more than the past five years.
Jean-Claude Tine(2)............ 83 Investor for more than the past five years. 1988

YEAR FIRST
PRINCIPAL OCCUPATION ELECTED
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR
---- --- ----------------------- ----------

Marc Zandman(7)................ 40 Vice President Corporate Marketing since January 2001
2001. President -- Vishay Israel Limited since April
1998. Prior to that, Mr. Zandman served in various
capacities including Executive Vice President of
Vishay Israel Limited from 1997 to 1998 and Vice
President from 1996 to 1997. Employed by the Company
since August 1984.
Ruta Zandman(8)................ 64 Employed by the Company since October 1993 as a 2001
Public Relations Associate in the Investor Relations
Department.

---------------
(1) Member of the Executive Committee.

(2) Member of the Audit Committee.

(3) Member of the Employee Stock Plan Committee.

(4) Member of the Compensation Committee.

(5) Member of the Stock Option Committee.

(6) Mr. Shoshani is the nephew of the Chairman and Chief Executive Officer of
the Company, Felix Zandman, and director Ruta Zandman.

(7) Marc Zandman is the son of the Chairman and Chief Executive Officer of the
Company, Felix Zandman, and the stepson of director Ruta Zandman.

(8) Mrs. Zandman is the spouse of the Chairman and Chief Executive Officer of
the Company, Felix Zandman, the stepmother of director Marc Zandman, and the
aunt of director Ziv Shoshani. See Certain Relationships and Related
Transactions.

THE BOARD OF DIRECTORS, MANAGEMENT, AND EMPLOYEES OF VISHAY DEEPLY MOURN
THE PASSING OF LUELLA B. SLANER ON NOVEMBER 3, 2001. LUELLA B. SLANER SERVED ON
VISHAY'S BOARD OF DIRECTORS AND WAS THE WIFE OF THE LATE ALFRED P. SLANER,
CO-FOUNDER OF VISHAY.

COMPENSATION OF DIRECTORS

The Company's non-employee directors, Dr. Shils and Messrs. Hurvitz,
Solomon and Tine, each received $2,500 for each Committee meeting attended.
Directors who are also employees of the Company do not receive any compensation
for their role as directors and are compensated as described under "Compensation
Committee, Employee Stock Plan Committee and Stock Option Committee Report on
Executive Compensation -- Executive Officers and Key Management."

In September 2001 and March of 2000, Dr. Shils and Messrs. Hurvitz, Solomon
and Tine each received 2,000 and 1,000, respectively, shares of Common Stock.
These grants were awarded to reflect the Company's continued appreciation for
the unique role and service provided by these outside directors in contributing
to the Company's ongoing growth.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors met four times during the twelve months ended
December 31, 2001. The Executive Committee met twice during the same period. The
Executive Committee is authorized to exercise all functions of the Board of
Directors in the intervals between meetings of the Board of Directors to the
extent permitted by Delaware law.

The Audit Committee met five times during the twelve months ended December
31, 2001. The functions of the Audit Committee include recommending independent
auditors to the Board of Directors, reviewing with the independent auditors the
scope and results of the audit, reviewing the independence of the auditors,
considering the range of audit and non-audit fees and reviewing the adequacy of
Vishay's systems of internal accounting controls. See "Audit Committee Report"
below.

The Employee Stock Plan Committee met once during the twelve months ended
December 31, 2001. The Employee Stock Plan Committee is authorized, within the
limits of the 1986 stock plans of the Company and its subsidiary, Vishay Dale
Electronics, Inc. (the "Stock Plans"), to determine the individuals who are to
receive grants and the vesting requirements with respect to the Stock Plans and
to administer and interpret the Stock Plans.

The Compensation Committee met once during the twelve months ended December
31, 2001. The Compensation Committee is authorized to establish and approve
management compensation. See "Compensation Committee, Employee Stock Plan
Committee and Stock Option Committee Report on Executive Compensation."

The Stock Option Committee, which was established in connection with the
1995 Stock Option Program, the 1997 Stock Option Program and the 1998 Stock
Option Program (the "Stock Option Programs"), met once during the twelve months
ended December 31, 2001. The Stock Option Committee is authorized, within the
limits of the Stock Option Programs, to determine the individuals who are to
receive grants and the vesting requirements with respect to the Stock Option
Programs and to administer and interpret the Stock Option Programs.

The Board does not have a nominating committee.

No director attended fewer than 75% of the aggregate number of meetings of
the Board and of any committees on which such director served.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The two members of the Employee Stock Plan Committee and the Stock Option
Committee, and two of the three members of the Audit Committee, are Dr. Shils
and Mr. Solomon, who are independent directors of the Company and who also may
not be awarded Common Stock or options under the Stock Plans or the Stock Option
Programs. Dr. Shils and Mr. Solomon are also the two members of the Compensation
Committee.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who beneficially own
more than ten percent of the Company's Common Stock to report their ownership of
and transactions in the Company's Common Stock to the Securities and Exchange
Commission and The New York Stock Exchange. Copies of these reports are also
required to be supplied to the Company. The Company believes, based solely on a
review of the copies of such reports received by the Company, that during 2001
all applicable Section 16(a) reporting requirements were complied with.

AUDIT COMMITTEE REPORT

The Board of Directors has appointed an Audit Committee consisting of three
non-employee directors. The members of the Audit Committee meet the independence
requirements and other criteria established by New York Stock Exchange listing
standards. The roles and responsibilities of the Audit Committee are set forth
in a written Audit Committee Charter adopted by the Board of Directors.

Management is responsible for the Company's internal controls, the
financial reporting process and preparation of the consolidated financial
statements of the Company. The Company's independent auditors are responsible
for, among other things, performing an independent audit of the Company's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States and issuance of a report thereon. It is
the responsibility of the Audit Committee to monitor and oversee these
processes.

In fulfilling its oversight duties, the Audit Committee reviewed and
discussed the audited financial statements for the fiscal year ended December
31, 2001 with management and the independent auditors, Ernst & Young LLP. The
Audit Committee also discussed with Ernst & Young LLP the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communications with Audit
Committees). This discussion included the independent auditors' judgments as to
the quality, not just the acceptability, of the Company's accounting principles,
as well as such other matters required to be discussed with the Audit Committee
under generally accepted auditing standards. The Audit Committee received the
written disclosures and the letter from Ernst & Young LLP required by
Independence Standards Board Standard No. 1 (Independence Discussion with Audit
Committees) and discussed with Ernst & Young LLP the firm's independence. The
Audit Committee also considered the compatibility of non-audit services provided
to the Company by Ernst & Young LLP with the maintenance of the auditor's
independence.

Based upon the above review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board of Directors
that the Company's audited financial statements be included in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2001 for filing with the
Securities and Exchange Commission. The Audit Committee and the Board of
Directors have also recommended, subject to stockholder approval, the selection
of Ernst & Young LLP as the Company's independent auditors for fiscal year 2002
(See Proposal 2).

Respectfully submitted,

THE AUDIT COMMITTEE

Edward B. Shils
Mark I. Solomon
Jean-Claude Tine

The foregoing Report of the Audit Committee shall not be deemed to be
incorporated by reference in any previous or future documents filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates the Report by reference in any such document.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

On April 8, 2002, Vishay had outstanding 143,947,555 shares of Common
Stock, par value $.10 per share, each of which entitles the holder to one vote,
and 15,496,529 shares of Class B Common Stock, par value $.10 per share, each of
which entitles the holder to ten votes. Voting is not cumulative.

The following table provides certain information, as of April 8, 2002, as
to the beneficial ownership of the Common Stock and the Class B Common Stock of
Vishay for (a) each director and nominee, (b) each Named Executive Officer named
in the Summary Compensation Table below, (c) the directors and executive
officers of Vishay as a group and (d) any person owning more than 5% of the
Common Stock or the Class B Common Stock.

CLASS B
COMMON STOCK COMMON STOCK
------------------------------------- ---------------------
RIGHT TO
ACQUIRE
OWNERSHIP
AMOUNT AND UNDER OPTIONS AMOUNT AND PERCENT
NATURE OF EXERCISABLE NATURE OF OF TOTAL
BENEFICIAL WITHIN PERCENT BENEFICIAL PERCENT VOTING
NAME OWNERSHIP 60 DAYS OF CLASS OWNERSHIP OF CLASS POWER
---- ---------- ------------- -------- ---------- -------- --------

Directors and Executive Officers
Felix Zandman(1)................... 490 1,086,751 * 14,569,062 94.0% 48.9%
Avi D. Eden(2)..................... 51,623 139,034 * -- -- *
Robert A. Freece................... 91,430 19,250 * -- -- *
Richard N. Grubb................... 60,422 139,034 * -- -- *
Eliyahu Hurvitz.................... 11,993 -- * -- -- *
King Owyang........................ 3,367 19,250 * -- -- *
Gerald Paul........................ 62,004 139,034 * -- -- *
Edward B. Shils.................... 80,517 -- * -- -- *
Mark I. Solomon.................... 16,552 -- * -- -- *
Jean-Claude Tine................... 16,185 -- * -- -- *
Ziv Shoshani....................... 9,578 19,250 * -- -- *
Marc Zandman(3).................... 8,016 19,250 * 1,500 * *
Ruta Zandman....................... 1,159 -- * -- -- *
All Directors and Executive
Officers as A group (14
Persons)...................... 418,087 1,596,353 1.4% 14,570,562 94.0% 48.9%
FMR Corporation
82 Devonshire Street
Boston, MA. 02109................ 14,457,272 10.0% 4.9%

---------------
* Represents less than 1% of the outstanding shares of such class or the total
voting power, as the case may be.

(1) Amount and Nature of Beneficial Ownership and Percent of Class for the Class
B Common Stock and Percent of Total Voting Power include (i) 8,619,155
shares of Class B Common Stock directly owned by Dr. Zandman and (ii)
5,949,907 shares of Class B Common Stock over which Dr. Zandman has sole
voting control. The latter shares are held in a voting trust, of which Dr.
Zandman is the trustee, and consist of 3,134,074 shares deposited by the
Estate of Mrs. Luella B. Slaner and 2,815,833 shares deposited by various
trusts for the benefit of Mrs. Slaner's children and grandchildren. Mr. Eden
is the successor trustee for the voting trust. The voting trust agreement
that governs the voting trust will remain in effect until the earlier of (x)
February 1, 2050 or (y) the death or resignation or inability to act of the
last of Dr. Zandman and Mr. Eden to serve as trustee, but will terminate at
any earlier time upon the due execution and acknowledgment by the trustee of
a deed of termination, duly filed with the registered

office of the Company. Dr. Zandman disclaims beneficial ownership of the shares
of Class B Common Stock held in the voting trust.

(2) Does not include 5,949,907 shares of Class B Common Stock held in the voting
trust referred to in footnote 1 above, as to which Mr. Eden is the successor
in trust to Dr. Zandman under the related voting trust agreement. Mr. Eden
disclaims beneficial ownership of these shares of Class B Common Stock.

(3) Class B Common Stock Amount and Nature of Beneficial Ownership includes 750
shares of Class B Common Stock directly owned by Marc Zandman and 750 shares
of Class B Common Stock owned by Marc Zandman's minor child.

EXECUTIVE COMPENSATION

The following table sets forth all compensation for the fiscal years ended
December 31, 2001, 2000 and 1999 awarded or paid to the Chief Executive Officer
and the individuals who, in fiscal 2001, were the other four highest paid
executive officers of the Company (collectively, the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------- ----------------------------------------------------
RESTRICTED SECURITIES
OTHER STOCK UNDERLYING
NAME AND CAPACITIES ANNUAL AWARDS OPTIONS/ LTIP ALL OTHER
IN WHICH SERVED YEAR SALARY BONUS COMPENSATION $(1) SARs(#) PAYOUTS COMPENSATION(2)
------------------- ---- -------- ----------- ------------ ---------- ---------- -------- ---------------

Felix Zandman 2001 $975,000 $ 0 (2) None None None $ 3,400(4)
Chairman of the 2000 $975,000 14,276,000(3) (2) None 27,000 None 3,400(4)
Board and Chief 1999 $975,000 1,250,000 (2) None 40,500 None 3,200(4)
Executive Officer
Avi D. Eden(5) 2001 $335,000 $ 0 (2) None None None $ 3,400(4)
Vice Chairman of the 2000 $310,000 1,903,456(3) (2) $ 90,000 18,000 None 3,400(4)
Board and Executive 1999 $296,000 223,196 (2) 84,000 27,000 None 3,200(4)
Vice President
Richard N. Grubb(6) 2001 $325,000 $ 0 (2) None None None $ 3,400(4)
Director, Executive 2000 $310,000 1,903,456(3) (2) $ 90,000 18,000 None 3,400(4)
Vice President, 1999 $296,000 223,196 (2) 84,000 27,000 None 3,200(4)
Treasurer and Chief
Financial Officer
Gerald Paul(7)(8) 2001 $495,000 $ 0 (2) None None None None
Director, Chief 2000 $475,000 2,500,000(3) (2) $120,000 18,000 None None
Operating Officer and 1999 $455,000 250,000 (2) 84,000 27,000 None None
President
King Owyang 2001 $393,224 $ 165,289 (2) None None None $ 17,234
President and 2000 $393,224 174,340 (2) None 62,000 None 184,938
Chief Executive
Officer 1999 $367,515 179,465 (2) None 18,000 None 47,428
of Siliconix(9)

---------------
(1) Dividends and stock splits accumulate on the restricted stock awards but are
paid only upon the vesting of such awards.

(2) Vishay has concluded that the aggregate amount of perquisites and other
personal benefits paid did not exceed the lesser of 10% of total annual
salary and bonus for any of the Named Executive Officers for each of 2001,
2000, and 1999, respectively, or $50,000. Such perquisites have not been
included in the table.

(3) Bonuses earned in the year 2000 by Dr. Zandman, Messrs. Eden and Grubb, and
Dr. Paul reflect the Company's record net earnings of approximately $518
million in that year, which was five times higher than the Company's net
earnings in any previous year. Dr. Zandman's bonus was based on a formula of
3% of net income before special or unusual charges above $42 million, and
the bonuses of Messrs. Eden and Grubb and Dr. Paul were based on a formula
of 0.4% of net income before special or unusual charges above $42 million.
Dr. Paul's bonus also reflects an additional performance bonus earned in
2000.

(4) Represents amounts contributed in 2001, 2000, and 1999 under the Company's
401(k) plan, pursuant to which the Company matches, up to the annual
federally mandated maximum amounts, an employee's contributions of up to 2%
of such employee's annual salary.

(5) Mr. Eden held an aggregate of 41,681 shares of restricted stock with a value
of $812,772 at December 31, 2001.

(6) Mr. Grubb held an aggregate of 37,662 shares of restricted stock with a
value of $734,416 at December 31, 2001.

(7) Amounts are paid in foreign currency and converted into U.S. dollars at the
weighted average exchange rate for each 12-month period.

(8) Dr. Paul held an aggregate of 37,564 shares of restricted stock with a value
of $732,493 at December 31, 2001.

(9) Siliconix incorporated is an 80.4% subsidiary of the Company.

RETIREMENT PLANS

Vishay maintains a nonqualified defined benefit retirement plan for certain
highly compensated employees in the United States. Mr. Grubb and Mr. Eden are
the only Named Executive Officers to participate in the plan. Messrs. Grubb and
Eden elected to participate in the plan as of July 1, 1995 and July 1, 1997,
respectively. During 2001, Messrs. Grubb and Eden each deferred compensation of
$7,390 under the plan. Additionally, Vishay accrued an aggregate liability of
$25,530 for Messrs. Grubb and Eden. The estimated annual benefit payable upon
Messrs. Grubb's and Eden's retirement at age 65, assuming they:

(i) continue to be employed by the Company,

(ii) continue to earn the same compensation each earned in 2001, and

(iii) make all mandatory contributions under the plan,

would be $66,563 for Mr. Grubb and $68,147 for Mr. Eden.

Vishay Europe GmbH, a German subsidiary of the Company, has a
noncontributory defined benefit pension plan governed by German law covering its
management and executive employees. Dr. Paul is the only Named Executive Officer
to participate in the plan. The pension benefit is 15% of accrued premiums paid
by the employer, plus earnings on plan assets; each annual premium is 5.5% of
annual salary and bonus of up to DM 24,000 ($10,985). The estimated annual
benefit payable upon Dr. Paul's retirement at age 65 is DM 16,667 ($7,629). Dr.
Paul also has an individual contractual pension arrangement with Vishay Europe
GmbH that will pay an annual benefit upon retirement at age 65 based on his
years of service (up to 25) and average salary and bonus in the highest 3 of his
final 10 years of employment ("final average compensation"). The retirement
benefit will not exceed 40% of such final average compensation. This pension is
reduced by the amount of the pension benefit described above. Dr. Paul has
voluntarily agreed to a maximum limit of DM 350,000 per year in respect of such
final average compensation. Dr. Zandman may, however, in his sole discretion,
elect to increase the DM 350,000 limitation to reflect Dr. Paul's actual salary
and bonus, to take into account cost of living adjustments, or as he may
otherwise deem appropriate. The following table shows the annual pension payable
at age 65 based on years of service and level of final average compensation. At
December 31, 2001, Dr. Paul had 24 years of service.

PENSIONABLE YEARS OF SERVICE OF
---------------------------------------------------------------
FINAL AVERAGE COMPENSATION 10 15 20 25 30 35
-------------------------- -------- -------- -------- -------- -------- --------

100% of pensionable income in
2001............................. $ 52,553 $ 63,066 $ 73,579 $ 84,086 $106,517 $134,933
110% of pensionable income in
2001............................. $ 57,808 $ 69,372 $ 80,937 $ 92,494 $117,169 $148,426
120% of pensionable income in
2001............................. $ 63,063 $ 75,679 $ 88,295 $100,903 $127,821 $161,919
150% of pensionable income in
2001............................. $ 78,832 $ 94,599 $110,365 $126,132 $159,780 $202,404
200% of pensionable income in
2001............................. $105,112 $126,132 $147,158 $168,178 $213,042 $269,876

All U.S. dollar amounts relating to Dr. Paul's benefits under the German
defined benefit pension plan, including those listed on the foregoing chart,
have been converted at the weighted average exchange rate for the 12 months
ended December 31, 2001.

STOCK OPTIONS

During 2001, there were no stock options granted to the Named Executive
Officers.

The tables below set forth certain 2001 year-end information regarding the
stock options granted pursuant to the Company's 1997 Stock Option Program and
its 1998 Stock Option Program to the Named Executive Officers.

The Named Executive Officers listed in the following table received three
option grants on November 13, 1997, each at a different exercise price, pursuant
to the Company's 1997 Stock Option Program approved by the stockholders on May
21, 1998. The options are fully vested. Each plan provides that the right to
exercise any option expires and terminates immediately if the recipient is
terminated from the Company's services for cause or voluntarily leaves the
Company. If a recipient leaves the Company for any reason other than termination
for cause or voluntary termination, options may be exercised by that recipient
for 30 months from the date of termination. If the recipient fails to comply
with a confidentiality and non-competition agreement following termination of
employment, his options terminate immediately. The Stock Option Committee, in
its discretion, may extend the exercise period of options granted to a recipient
whose employment with the Company has terminated beyond the time prescribed by
the applicable option plan.

1997 STOCK OPTION PROGRAM
OPTION EXERCISES IN 2001 AND
2001 YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED 2001 YEAR END(1) 2001 YEAR END(3)
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------

Felix Zandman......... (2) -- 1,043,438 -- $7,471,017 --
Avi D. Eden........... (2) -- 115,781 -- $ 711,584 --
Richard N. Grubb...... (2) -- 115,781 -- $ 711,584 --
Gerald Paul........... (2) -- 115,781 -- $ 711,584 --

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

(1) Adjusted for five-for-four stock split in June 1999 and three-for-two stock
split in June 2000.

(2) No stock options were exercised during 2001.

(3) Assuming a stock price of $19.50 per share, which was the closing price per
share of Common Stock on the New York Stock Exchange on December 31, 2001.

The Named Executive Officers listed in the table below received grants of
stock options on October 6, 1998, October 8, 1999 and October 12, 2000,
respectively, at exercise prices of 100% of the fair market value on the date of
such grants, pursuant to the Company's 1998 Stock Option Program approved by the
stockholders on May 21, 1998 and May 18, 2000. The options have a vesting
schedule whereby one-sixth of the options granted vest each year for six
consecutive years. The right to exercise any vested option expires no later than
ten years from the date the option is granted. All of a recipient's options that
have not yet been exercised will terminate upon termination for cause. If a
recipient leaves the Company for any reason other than for cause, death,
disability or retirement, the recipient's options will generally be exercisable
for 60 days after termination, provided the recipient adheres to a
confidentiality and non-competition agreement. If a recipient's employment with
the Company terminates due to death, disability or retirement, then the time at
which the recipient's options are exercisable may be accelerated and the options
will terminate on the earlier of 12 months following the recipient's termination
of employment or the expiration date of the options. If the recipient fails to
comply with a confidentiality and non-competition agreement following
termination of

employment, his options terminate immediately. The Stock Option Committee, in
its discretion, may extend the exercise period of options granted to a recipient
whose employment with the Company has terminated beyond the time prescribed by
the option plan.

1998 STOCK OPTION PROGRAM
OPTION EXERCISES IN 2001 AND
2001 YEAR-END OPTION VALUES

Felix Zandman.......... (2) -- 43,313 74,812 $414,505 $456,353
Avi D. Eden............ (2) -- 23,250 49,875 $222,503 $304,238
Richard N. Grubb....... (2) -- 23,250 49,875 $222,503 $304,238
Gerald Paul............ (2) -- 23,250 49,875 $222,503 $304,238
King Owyang............ (2) -- 19,250 83,250 $184,223 $202,825

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

(1) Adjusted for five-for-four stock split in June 1999 and three-for-two stock
split in June 2000.

(2) No stock options were exercised during the Company's 2001 fiscal year.

(3) Assuming a stock price of $19.50 per share, which was the closing price per
share of Common Stock on the New York Stock Exchange on December 31, 2001.

COMPENSATION COMMITTEE, EMPLOYEE STOCK PLAN COMMITTEE AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors, comprised of two
independent directors, is responsible for establishing and approving the
compensation and benefits provided to the Chief Executive Officer and certain
other executive officers and key management of the Company. The Employee Stock
Plan Committee of the Board of Directors, comprised of two independent
directors, recommends awards under the Stock Plans and whether such stock should
be restricted. The Stock Option Committee of the Board of Directors, comprised
of two independent directors, is responsible for the administration and
interpretation of the Stock Option Programs.

Vishay's executive officers and key management generally receive a base
salary and a performance-based annual cash and/or stock (restricted and
unrestricted) bonus. This compensation formula is designed to attract and retain
management talent capable of achieving Vishay's business objectives, while
motivating management to lead Vishay to meet or exceed annual performance goals,
thereby enhancing stockholder value.

On November 13, 1997, the Board of Directors approved the 1997 Stock Option
Program, a stock option program for certain selected individuals, including the
Chief Executive Officer. In addition, on March 16, 1998, the Board of Directors
approved the 1998 Employee Stock Option Program, a stock option program for
employees of the Company, including the Chief Executive Officer. The programs
provide specified individuals believed to be key to the success of the Company
with grants of options to purchase shares of the Company's Common Stock. The
purpose of the two programs is to enhance the long-term performance of the
Company and to provide selected individuals an incentive to remain in the
service of the Company by acquiring an additional proprietary interest in the
Company.

During August 1998, the Company established a "Stock Purchase Plan for
Corporate Officers" which makes certain executive corporate officers (except Dr.
Zandman) eligible for interest-bearing loans from the Company to be used solely
for open-market purchases of Vishay Common Stock in accordance with the rules
and regulations of the SEC. Under this plan, in August 1998 the Company loaned
each of Messrs. Eden, Grubb, Paul, Freece and certain other corporate officers
$120,000 to enable each to purchase 10,000 shares of

Common Stock at a price of $12.00 per share. In August 1999, each of the
corporate officers repaid his $120,000 loan plus interest at market rate.

Chief Executive Officer

Dr. Zandman's compensation is determined under the terms of his employment
contract (see "Employment Agreement") and under a performance-based compensation
plan for the Chief Executive Officer (the "162(m) Cash Bonus Plan") recommended
by the Compensation Committee and approved by the Company's stockholders in
1994, 1999 and 2000.

Dr. Zandman's base salary is determined primarily by considering:

(1) the Company's financial performance in view of the performance of
companies similar in size and character,

(2) the compensation of officers of companies similar in size and
character, including some of the companies listed as peer group
companies under "Stock Performance Graph,"

(3) Dr. Zandman's 39 years of dedication and service to the Company from
the date of its incorporation, and

(4) the Company's financial performance in comparison to previous years.

For 2002, Dr. Zandman's base salary will be $975,000, which is unchanged
from the prior four years. Dr. Zandman's base salary is at or above the median
for comparable surveyed companies.

Under the 162(m) Cash Bonus Plan, the Chief Executive Officer's performance
bonus has been structured so that Dr. Zandman's aggregate annual compensation
depends in large part on the annual net income before special or unusual charges
of the Company. The Compensation Committee has focused in recent years
particularly on net income before special or unusual charges of the Company
because the Committee believes this to be a strong gauge of the growth and
success of the Company.

Dr. Zandman received in February 2001 a $14,276,000 bonus for the Company's
2000 performance based upon a pre-approved formula (3% of net income before
special or unusual charges above $42 million). Dr. Zandman's year 2000 bonus
reflects the Company's record net earnings of approximately $518 million in the
year 2000, which is five times higher than the Company's net earnings in any
previous year. Dr. Zandman's compensation appropriately reflects, in the view of
the Committee, his leadership and performance during that year.

While year 2000 was by far the most successful for Vishay, 2001 was a
difficult year. Therefore, Dr. Zandman agreed to forgo the bonus payment to
which he was entitled under the formula approved by the Compensation Committee
because of the Company's performance in 2001.

Under the formula approved by the Compensation Committee for 2002, Dr.
Zandman will be awarded a cash performance bonus if the Company achieves net
income before special or unusual charges above a base of $50 million. The bonus
will be a cash amount equal to 3% of net income before special or unusual
charges above $50 million. Unlike in certain previous years, Dr. Zandman's
annual cash bonus is no longer subject to a cap at $1,250,000. The Compensation
Committee set the 2002 threshold for net income before special or unusual
charges targets under the plan by considering the Company's historical growth
and that growth in relation to growth in the Company's industry in general. The
bonus percentage and net income threshold applicable to the Chief Executive
Officer provides him with an opportunity to earn compensation that is generally
higher than the compensation of chief executives of comparable surveyed
companies if the Company achieves superior operating results. The bonus formula
under the 162(m) Cash Bonus Plan may only be adjusted or waived by the Board of
Directors upon recommendation of the Compensation Committee following each
fiscal year. In addition, from time to time, the Board of Directors may devise a
project, the goal of which, if achieved, would entitle the Chief Executive
Officer to an additional bonus.

Policy on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits to $1 million the annual
tax deduction for compensation paid to the Chief Executive Officer and any of
the four highest paid other executive officers unless certain requirements for
performance-based compensation are met. The Compensation Committee considered
these requirements and designed the 162(m) Cash Bonus Plan of the Chief
Executive Officer and the Stock Option Programs accordingly. The Committee
currently intends to continue to comply with the requirements of Section 162(m)
but reserves the right to alter the 162(m) Cash Bonus Plan and the Stock Option
Programs if doing so would be in the best interests of Vishay and its
stockholders.

Executive Officers and Key Management

For the other executive officers and certain key management of Vishay, base
salaries are set annually essentially by considering the average compensation of
similarly situated officers of companies similar in size and character including
some of the companies listed as peer group companies. Performance bonuses are
also awarded annually to these individuals. The performance bonus is primarily
based upon the net income before special or unusual charges of Vishay as a whole
or, for some executives, the operating profits of Vishay or of the relevant
division of Vishay for which such officers have primary responsibility. In
addition, from time to time, Dr. Zandman may, together with an executive, devise
a project, the goal of which, if achieved, would entitle the executive to an
additional bonus. Under the formula approved for 2002, Avi D. Eden, Richard N.
Grubb and Dr. Gerald Paul will be awarded a cash performance bonus if the
Company achieves net income before special or unusual charges above $50 million.
The bonus for each executive will be an amount equal to 0.4% of net income
before special or unusual charges above $50 million. Any bonus awarded may be
granted in cash and/or in Common Stock of Vishay, in addition to options to
acquire Common Stock that may be awarded under the 1998 Stock Option Program.
The portion awarded in stock (which may be either restricted or unrestricted
stock) is determined by the Employee Stock Plan Committee, in its discretion,
relying in large part, however, upon the recommendation of Dr. Zandman. The base
salaries and performance bonuses are structured to give the executive officers
and key management the incentive to maximize the operating and net income before
special or unusual charges of Vishay as a whole. While base salaries are set at
or below the median for the surveyed companies, the performance bonus gives
executives an opportunity for total compensation at or above the median if the
Company achieves superior operating results.

Dr. Paul and Messrs. Eden and Grubb agreed to forgo the bonus payments to
which they were entitled under the bonus formula for 2001 because of the
Company's performance in that year.

Respectfully submitted,

THE COMPENSATION COMMITTEE THE EMPLOYEE STOCK PLAN COMMITTEE THE STOCK OPTION COMMITTEE
Edward B. Shils Edward B. Shils Edward B. Shils
Mark I. Solomon Mark I. Solomon Mark I. Solomon

EMPLOYMENT AGREEMENT

On March 15, 1985, Vishay and Dr. Zandman entered into a long-term
employment agreement. The agreement, which was for an initial term of seven
years, provided for automatic annual extensions through 1996. After that period,
the employment agreement has been extended for one-year periods on an annual
basis. The agreement provides that the Board of Directors may increase Dr.
Zandman's compensation (including his bonus) from time to time as it deems
advisable, subject to certain parameters, including a required comparison every
three years of Dr. Zandman's compensation to that of officers of companies of
similar size and character. Dr. Zandman's compensation under the agreement may
not be less than $250,000 per year. The agreement may terminate prior to its
expiration date in the event of death, disability or cause. In the event that
Dr. Zandman's employment is terminated other than as a result of death,
disability, cause or pursuant to voluntary termination by Dr. Zandman, or if Dr.
Zandman terminates his employment as a result

of the Company's breach of the agreement, Dr. Zandman will be entitled to a
royalty from the date of such termination or breach to the later to occur of (1)
the tenth anniversary of such date, or (2) Dr. Zandman's 75th birthday. The
amount of such royalty will equal 5% of gross sales, less returns and
allowances, of Vishay products incorporating any inventions made by Dr. Zandman
after the date of the agreement and will be payable quarterly.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company maintains an employment agreement with Dr. Zandman, the
Company's Chairman and Chief Executive Officer. See "Employment Agreement"
above.

In October 2000, each of King Owyang, Ziv Shoshani and Marc Zandman
borrowed $100,000 from the Company in connection with the Company's stock
purchase program. This program allows certain key employees of the Company to
borrow up to $100,000 for the purchase of Vishay Common Stock in the open
market. The Company charges interest on such loans at a floating rate equal to
the borrowing rate of the Company from time to time at its bank. The unpaid
principal amount of each such loan, and any interest thereon, is due and payable
thirty-six months from the date of the loan. As of April 8, 2002, the amount
outstanding under each of Messrs. Owyang's, Shoshani's, and Zandman's loans,
including interest thereon, was $106,588, $107,102 and $106,760, respectively.

Yitzchak Shoshani is the brother of director Ruta Zandman and the uncle of
director Ziv Shoshani. Mr. Yitzhack Shoshani is vice president and general
manger and owns 30% of Vishay International Trade Limited, the Company's
exclusive distributor of products into the Israel market. For 2000, Mr. Yitzhack
Shoshani received payments in cash and Vishay Common Stock of approximately
$2,700,000 in connection with the performance of Vishay International Trade. The
payments to Mr. Shoshani reflect the record sales (more than three times the
budgeted sales) of Vishay International Trade in 2000. For 2001, Mr. Shoshani
received a bonus of $115,000 for the performance of Vishay International Trade.

STOCK PERFORMANCE GRAPH

The line graph below compares the cumulative total stockholder return on
Vishay's Common Stock over a 5-year period with the return on the Standard &
Poor's 500 Stock Index and with the return on a peer group of companies selected
by the Company. The peer group is made up of six publicly-held manufacturers of
semiconductors, capacitors, resistors and other electronic components.(1)
Management believes that the product offerings of the companies contained in the
peer group are more similar to the Company's product offerings than those of the
companies contained in any published industry index. The return of each peer
issuer has been weighted according to the respective issuer's stock market
capitalization. The line graph assumes that $100 had been invested at December
31, 1996 and assumes that all dividends were reinvested.

TOTAL STOCKHOLDER RETURNS
INDEXED RETURNS

VISHAY GRAPH

--------------------------------------------------------------------------------
Base
Period
Company Name/Index Dec 96 Dec 97 Dec 98 Dec 99 Dec 00 Dec 01
--------------------------------------------------------------------------------

VISHAY
INTERTECHNOLOGY 100.00 106.41 68.76 187.45 134.48 173.38
S&P 500 INDEX 100.00 133.36 171.48 207.56 188.66 166.24
PEER GROUP 100.00 92.14 82.75 262.66 211.17 214.11

(1) AVX Corporation, CTS Corporation, Epcos AG, Fairchild Semiconductor
International, International Rectifier Corporation and Kemet Corporation.

PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Subject to ratification by the stockholders, the Board of Directors has
reappointed the public accounting firm of Ernst & Young LLP as independent
auditors to audit the financial statements of the Company for the fiscal year
ending December 31, 2002. Fees for the fiscal 2001 audit were $1.6 million. All
other fees for the last fiscal year were $2.7 million, including fees of $1.2
million for audit related services and $1.5 million for non-audit related
services. Audit related services generally include statutory audits, pension and
401(k) plan audits, business acquisitions, accounting consultations, internal
audit and SEC registration statements. None of the fees for the last fiscal year
related to financial information systems design and implementation services.

Representatives of the firm of Ernst & Young LLP are expected to be present
at the Annual Meeting and will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions from
stockholders.

THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT
YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF THE AUDITORS.

OTHER BUSINESS

As of the date of this proxy statement, the only business that the Board of
Directors intends to present at the annual meeting is set forth above. The Board
of Directors knows of no other matters proposed to be presented to the meeting.
If any other matter or matters are properly brought before the annual meeting or
any adjournment thereof, it is the intention of the person named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their judgment on such matters.

AVAILABILITY OF ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K

The Company's Annual Report to Stockholders for the year ended December 31,
2001 accompanies this proxy statement. Vishay will provide to any stockholder,
upon written request and without charge, a copy of the Company's most recent
Report on Form 10-K, including the financial statements, as filed with the
Securities and Exchange Commission. All requests for such reports should be
directed to Richard N. Grubb, Executive Vice President, Vishay Intertechnology,
Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355-2120, telephone number
(610) 644-1300.

PROPOSALS BY STOCKHOLDERS

Any stockholder proposal intended to be presented at Vishay's 2003 annual
meeting should be sent to Vishay at 63 Lincoln Highway, Malvern, Pennsylvania
19355-2120 and must be received on or prior to January 23, 2003 to be eligible
for inclusion in Vishay's proxy statement and form of proxy to be used in
connection with the 2003 annual meeting.

William J. Spires
Secretary

April 22, 2002

VISHAY INTERTECHNOLOGY, INC.
ANNUAL MEETING OF STOCKHOLDERS
---------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Felix Zandman and Richard N. Grubb, or if
only one is present, then that individual, with full power of substitution, to
vote all shares of VISHAY INTERTECHNOLOGY, INC. (the "Company"), which the
undersigned is entitled to vote at the Company's annual meeting to be held at
The Four Seasons Hotel, Ballroom, Lobby Level, One Logan Square, Philadelphia,
Pennsylvania 19103, on the 23rd of May, 2002 at 10:30 a.m. Philadelphia time,
and at any adjournment thereof, hereby ratifying all that said proxies or their
substitutes may do by virtue hereof, and the undersigned authorizes and
instructs said proxies to vote as follows:
1. ELECTION OF DIRECTORS: To elect the nominees for Director below for a term of
one year;

FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed below [ ]
contrary below) [ ]

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

Felix Zandman, Avi D. Eden, Robert A. Freece, Richard N. Grubb, Eliyahu
Hurvitz, Gerald Paul, Edward B. Shils, Ziv Shoshani, Mark I. Solomon,
Jean-Claude Tine, Marc Zandman, Ruta Zandman

2. RATIFICATION OF AUDITORS: To ratify the appointment of Ernst & Young LLP as
auditors of the Company for the fiscal year ended December 31, 2002;
FOR [ ] AGAINST [ ] ABSTAIN [ ]

and in their discretion, upon any other matters that may properly come before
the meeting or any adjournments thereof.
(Continued and to be dated and signed on the other side.)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.

PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.

Receipt of the notice of annual meeting and of the proxy statement and
annual report of the Company accompanying the same is hereby acknowledged.

Dated: ---------------------, 2002

-----------------------------------
(Signature of Stockholder)

Your signature should appear the same as your name appears herein. If signing as
attorney, executor, administrator, trustee or guardian, please indicate the
capacity in which signing. When signing as joint tenants, all parties to the
joint tenancy must sign. When the proxy is given by a corporation, it should be
signed by an authorized officer.