FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

                                                                    EXHIBIT 10.2

                               FIRST AMENDMENT TO
                            STOCK PURCHASE AGREEMENT


    THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of
August 12, 1999, is by and among C.P. Clare Corporation, a Massachusetts
corporation (the "Seller"), and Sumida Electric Co., Ltd., a Japanese
corporation (the "Buyer").

    WHEREAS, the Seller and Buyer constitute all of the parties to that certain
Stock Purchase Agreement dated as of July 2, 1999 by and among the Seller and
Buyer (the "Stock Purchase Agreement"); and

    WHEREAS, the Seller and the Buyer desire to amend the Stock Purchase
Agreement in certain respects, as set forth herein;

    NOW, THEREFORE, in consideration of the mutual benefits to be obtained by
the consummation of the transactions contemplated by the Stock Purchase
Agreement, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Seller and the Buyer agree as
follows:

    1. All references to Sections and subsections shall mean Sections and
subsections of the Stock Purchase Agreement.

    2. The last sentence of Section 8.1(a) shall be amended by inserting, at the
end of such Section, the following:

       "and (iii) any Losses relating to any Value Added Tax imposed by Mexican
       tax authorities (together with any interest, fines, penalties or
       additional amounts attributable thereto) ("V.A. T.") caused by the
       transfer of property by the Seller to EMG and the Subsidiary as
       contemplated by Section 4.8 or associated with the formation of EMG and
       its capitalization prior to the Closing."

    3. The first sentence of Section 8.3(b) shall be amended by inserting, at
the end of such sentence, the following:

       "and (z) any Losses relating to any V.A.T. caused by the transfer of
       property by the Seller to EMG and the Subsidiary as contemplated by
       Section 4.8 or associated with the formation of EMG and its
       capitalization prior to the Closing."

    4. The second sentence of Section 8.3(b) shall be amended by inserting, at
the end of






such sentence, the following:

       "and (iv) any Losses relating to any V.A.T. caused by the transfer of
       property by the Seller to EMG and the Subsidiary as contemplated by
       Section 4.8 or associated with the formation of EMG and its
       capitalization prior to the Closing."

    5. Except as expressly amended in this Amendment, the Stock Purchase
Agreement is hereby reaffirmed by each of the Seller and the Buyer and remains
in full force and effect.

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    IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the
parties has caused this Amendment to be executed under seal on its behalf, by
its officers thereunto duly authorized, all as of the day and year first above
written.

                            C.P. CLARE CORPORATION


                            By: /s/ Xxxxxx X. Xxxxxxxx
                                -----------------------------------------------
                            Name:      Xxxxxx X. Xxxxxxxx
                            Title:     President and Chief Executive Officer


                            SUMIDA ELECTRIC CO., LTD.


                            By: /s/ Xxxxxxxxx Xxxxxx
                                -----------------------------------------------
                            Name:      Xxxxxxxxx Xxxxxx
                            Title:     President and Chief Executive Officer