FIRST AMENDMENT TO INTERNATIONAL RECTIFIER CORPORATION GRANTOR TRUST FOR RETIREMENT BENEFITS FOR ERIC LIDOW

                                 FIRST AMENDMENT TO 
                         INTERNATIONAL RECTIFIER CORPORATION
                        GRANTOR TRUST FOR RETIREMENT BENEFITS
                                    FOR XXXX XXXXX

     WHEREAS, International Rectifier Corporation (the "Company") and Union Bank
of California, N.A. (the "Trustee") have previously entered into an agreement
establishing the International Rectifier Corporation Grantor Trust For Xxxx
Xxxxx (the "Agreement"); and

     WHEREAS, Section 11 of the Agreement provides that the Agreement may be
amended by a written instrument signed by the Trustee and the Company; and

     WHEREAS, the Company and the Trustee have determined that it is 
desirable to amend the Agreement as set forth herein:

     NOW, THEREFORE, the Company and the Trustee agree that the first sentence 
of Section 2(a) of the Agreement shall be amended in its entirety to read as
follows:

     "Upon the Corporation's termination of Xxxx Xxxxx'x employment for any
     reason other than Cause, or upon Xxxx Xxxxx'x resignation following a
     Change in Control of the Company (as "Cause" and "Change in Control" are
     defined in the Employment Agreement), or upon Xxxx Xxxxx'x exercise of his
     right to reduce his pension in accordance with Section 3(c) of the
     Employment Agreement, the Company or such party as it shall designate in
     writing to the Trustee shall deliver to the Trustee a written schedule (a
     "Payment Schedule") that indicates the amounts payable to Xxxx Xxxxx or his
     spouse, or that provides a formula or other instructions acceptable to
     Trustee for determining the amounts so payable, the form in which such
     amount is to be paid (as provided for under the Employment Agreement), and
     the time of commencement for payment of such amounts."

     This amendment shall be effective as of the date set forth below.

     IN WITNESS WHEREOF, this First Amendment to International Rectifier
Corporation Grantor Trust for Retirement Benefits For Xxxx Xxxxx is executed
this 22 day of June, 1998.

                                        INTERNATIONAL RECTIFIER CORPORATION

                                        By /s/ Xxxxxx X. Xxxxxxx
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                                        UNION BANK OF CALIFORNIA, N.A. TRUSTEE

                                        By: /s/ Xxx Xxxxx
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                                        By: /s/ Xxxxxxxxx Xxxxxxxxx
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