Vishay Intertechnology (VSH)

Plan Category

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Column (a)

Weighted-average exercise
price of outstanding
options, warrants
and rights
Column (b)

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Column (c)

Equity Compensation Plans Approved by Securityholders ⁽¹⁾

Stock options ⁽²⁾

7,928,000

$

15.87

1,164,000

Phantom stock ⁽³⁾

60,000

n/a

240,000

Equity Compensation Plans Not Approved by Securityholders

—  

—  

—  

Total

7,988,000

$

15.87

1,404,000

(1)

Additional information on these plans is included in Note 12 to the Company’s consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

(2)

Includes the 1997 Stock Option Program, the 1998 Stock Option Program, and the General Semiconductor Stock Plan which was assumed in the Company’s acquisition of General Semiconductor in 2001.

(3)

The Senior Executive Phantom Stock Plan provides for the granting of phantom stock units to individuals whose employment arrangements with the Company provide for such grants. Each phantom stock unit entitles the recipient to receive a share of Vishay common stock at the individual’s termination of employment or any other future date specified in the employment agreement.  Because these awards have no exercise price, they are not included in the weighted average exercise price calculation.

Plan Category

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Column (a)

Weighted-average
exercise price of
outstanding
options, warrants
and rights
Column (b)

Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
Column (c)

Equity Compensation Plans Approved by Securityholders:

Stock options (1)

8,100,000

$

15.95

1,296,000

Phantom stock (2)

30,000

n/a

270,000

Equity Compensation Plans Not Approved by Securityholders

—  

—  

—  

Total

8,130,000

$

15.95

1,566,000

(1)

Includes the 1997 Stock Option Program, the 1998 Stock Option Program, and the General Semiconductor Stock Plan which was assumed in the Company’s acquisition of General Semiconductor on November 2, 2001. Additional information on these plans is included in Note 12 to the Company’s consolidated financial statements, which are included in the Company’s annual report on Form 10-K for the year ended December 31, 2004.

(2)

The Senior Executive Phantom Stock Plan, approved at the 2004 annual shareholders meeting, provides for the granting of phantom stock units to individuals whose employment arrangements with the Company provide for such grants. Each phantom stock unit entitles the recipient to receive a share of Vishay common stock at the individual’s termination of employment or any other future date specified in the employment agreement.  Because these awards have no exercise price, they are not included in the weighted average exercise price calculation.  Additional information on this plan is included in Note 12 to the Company’s consolidated financial statements, which are included in the Company’s annual report on Form 10-K for the year ended December 31, 2004.