FIRST AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT, is
made and entered into as of August 11, 2006, between International Rectifier Corporation, a Delaware
corporation (the “Company”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services,
L.L.C.) as Rights Agent (“Rights Agent”).
W I T N E S S E T H
WHEREAS, The Company and the Rights Agent have previously entered in a certain Amended and
Restated Rights Agreement, dated as of December 15, 1998 (the “Rights Agreement”);
WHEREAS, Section 7(a) of the Rights Agreement provides that the Rights Agreement shall expire as of
the tenth anniversary of the Record Date (as defined therein), unless otherwise extended in accordance with its
provisions, which expiration date would be August 14, 2006; and
WHEREAS, the Board of Directors of the Company has authorized the Company to extend the Rights
Agreement until November 21, 2006 pending further review.
NOW, THEREFORE, the parties agree as follows:
1. The Expiration Date (as defined in the Rights Agreement) is hereby extended to November 21, 2006.
2. Except as set forth herein, the Rights Agreement remains unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
day and year first above written.
INTERNATIONAL RECTIFIER CORPORATION:
By:/s/ Donald R.
MELLON INVESTOR SERVICES LLC (f/k/a
SHAREHOLDER SERVICES, L.L.C.):
Title: Vice President