FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT made by POWER-ONE, INC. and EACH OTHER PLEDGOR HEREUNDER in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Collateral Agent Dated as of May 8, 2009

Exhibit 10.2

FIRST AMENDMENT TO

PLEDGE AND SECURITY AGREEMENT

made by

POWER-ONE, INC.

and

EACH OTHER PLEDGOR HEREUNDER

in favor of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Collateral Agent

Dated as of May 8, 2009

THIS FIRST AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT dated as of May 8, 2009 (the “Amendment”) among POWER-ONE, INC., a Delaware corporation (the “Company”), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of the Company (each, a “Subsidiary Pledgor,” and collectively with the Company, the “Pledgors”), in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (in such capacity, together with successors and assigns, the “Collateral Agent”).

WHEREAS, the Company and the Collateral Agent are parties to an Indenture dated as of June 17, 2008 (as amended or supplemented, the “Indenture”), which evidences and governs the issuance of debt securities (the “Securities”) by the Company in the aggregate principal amount of $80,000,000, of which $63,000,000 are currently outstanding.

WHEREAS, the Company and the Collateral Agent heretofore executed and delivered a Pledge and Security Agreement dated as of June 17, 2008 (the “Pledge Agreement”) between the Company and the Collateral Agent, pursuant to which the Pledgors granted security interests in favor of the Collateral Agent, for the benefit of the Holders, in the Pledged Collateral.

WHEREAS, Section 13.01(b) of the Indenture provides that the Holders of at least a majority principal amount of the outstanding Securities may direct the Collateral Agent to amend, modify or supplement the Pledge Agreement and/or to release Pledged Collateral from the lien of the Pledge Agreement.

WHEREAS, the Company has obtained the written consent to this Amendment from the Holders of at least a majority in aggregate outstanding principal amount of the Securities, and such Holders have directed the Collateral Agent to enter into this Amendment for their benefit.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed as follows:

ARTICLE ONE

Section 1.1.           Amendments to the Pledge Agreement.

(a)           Subsections (i) and (iii) of Section 6(a) of the Pledge Agreement are each deleted in their entirety and such subsections shall be replaced with the phrase “[Intentionally omitted];”, and any and all references to such subsections, whether direct or indirect, in any term, condition, limitation or other provision in the Pledge Agreement, are deleted, and such section and references shall be of no further force or effect.

(b)           Subsection (ii) of Section 6(a) of the Pledge Agreement is deleted in its entirety and shall be replaced with the following:

“create or suffer to exist any Lien (other than, for the avoidance of doubt, Permitted Liens) upon or with respect to any of the Pledged Collateral, except for

1

the security interest under this Agreement, any other Indenture Document or in respect of any Pari Passu Indebtedness that ranks equally and ratably with the security interest under this Agreement in an aggregate principal amount exceeding, when aggregated with the aggregate principal amount of outstanding Notes, $80.0 million (the “Cap”); provided, however, that, for a single period not to exceed six consecutive months, the Cap may be increased to $120 million by notice from the Company to Collateral Agent.”

(c)           Section 6(k) of the Pledge Agreement is deleted in its entirety and shall be replaced with the following:

“not take any action that could, or fail to take any action which failure could, reasonably be expected to result in any one or more of the representations and warranties set forth in Section 5 of this Agreement being incorrect or inaccurate in any material respect when made;”

(d)           Section 6(n) of the Pledge Agreement is deleted in its entirety and such section shall be replaced with the phrase “[Intentionally omitted];”, and any and all references to such section, whether direct or indirect, in any term, condition, limitation or other provision in the Pledge Agreement, are deleted, and such sections and references shall be of no further force or effect.

(e)           Sections 6(y) of the Pledge Agreement is deleted in its entirety and such section shall be replaced with the phrase “[Intentionally omitted]; and”, and any and all references to such sections, whether direct or indirect, in any term, condition, limitation or other provision in the Pledge Agreement, are deleted, and such sections and references shall be of no further force or effect.

(f)            The following is hereby added as a new Section 30 to the Pledge Agreement:

“SECTION 30.     Releases.  If any of the Pledged Collateral is sold, transferred or otherwise disposed of by any Pledgor in a transaction that is not prohibited by the Indenture, then the Lien thereon and security interest therein (but not in any of the proceeds thereof) arising under Section 2 hereof automatically shall be released without further action by the Collateral Agent, any Holder or any other Person, and the Collateral Agent, at the request and sole expense of such Pledgor, shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable to effect or evidence such  release of the Liens and security interests created hereby on or in such Pledged Collateral.”