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Exhibit 4.35    
  


        SUBORDINATED GUARANTEE

by

Infineon Technologies AG,

Munich, Federal Republic of Germany

(the "Guarantor")

in favour of the holders of the

4.25% Guaranteed Subordinated Convertible Notes of 2002/2007

in the aggregate

principal amount of €1,000,000,000 (the "Notes")

of

Infineon Technologies Holding B.V.,

Rotterdam, The Netherlands

(the "Issuer")  


                 The Guarantor hereby unconditionally and irrevocably guarantees to the Noteholders (which expression shall, for the
purposes of this Subordinated Guarantee,
include any Noteholders under any additional Notes issued by the Issuer under § 20 of the Conditions (as defined below)) the due and punctual payment in accordance with the Terms
and Conditions of the Notes (the "Conditions") of any and all sums expressed to be payable by the Issuer under the Notes. 



        The
obligations of the Guarantor under this Subordinated Guarantee shall be subordinated to the claims of all other creditors of the Guarantor which are senior and not subordinated, rank
at least pari passu with all other subordinated obligations of the Guarantor and, in the event of liquidation, bankruptcy or other proceedings to avoid
bankruptcy of the Guarantor, any payment which might become due under the Guarantee shall be made only after all claims against the Guarantor which are senior and not subordinated have been satisfied.
Any right to set-off claims arising from the Guaranteed Subordinated Convertible Notes or under the Subordinated Guarantee against claims of the Guarantor shall be excluded. The
subordination specified in the foregoing sentence with respect to Notes for which the Conversion Right (§ 7(1) of the Conditions) has been validly exercised shall be subject to the
condition subsequent (auflösende Bedingung) of the exercise of the Conversion Right (§ 7 of the Conditions) and
terminate with effect as of the Issue Date (§ 3(1) of the Conditions) on the day immediately prior to the Conversion Date (§ 8(4) of the Conditions) at
24 hours. 


        Subject
to the foregoing paragraph the intent and purpose of this Guarantee is to ensure that the Noteholders under all circumstances, whether factual or legal, and regardless of the
validity and enforceability of the obligations of the Issuer or the company (other than the Guarantor) which may have been substituted for the same pursuant to § 17 of the
Conditions (the "Substitute Issuer"), or of any other grounds on the basis of which the Issuer or the Substitute Issuer may fail to effect payment, shall
receive the amounts payable as principal, interest and other amounts payable to the Noteholders pursuant to the Conditions on the due dates therefor provided for in the Conditions. 


        The
Guarantor further undertakes, so long as any Notes shall remain outstanding, but only up to the time at which all amounts payable to the Noteholders under the Notes in accordance
with the Conditions have been placed at the disposal of the Principal Paying Agent (as defined in § 18(1) of the Conditions) and all obligations pursuant to § 7
of the Conditions have been fulfilled, not to secure any subordinated Capital Market Indebtedness (as defined in § 2(4) of the Conditions), including any guarantees or other
indemnities assumed in respect thereof, upon any of its assets without at the same time providing that the Noteholders share equally and rateably in such security. This undertaking shall not apply to
a security which is (i) mandatory according to applicable laws or (ii) required as a prerequisite for governmental approvals. Any security which is to be provided hereunder may also be
provided to a person acting as trustee for the Noteholders. 


        The
Guarantee constitutes a contract in favour of the Noteholders from time to time as third party beneficiaries pursuant to § 328(1) of the German Civil Code giving
rise to the right of each Noteholder to require performance of the obligations undertaken herein directly from the Guarantor and to enforce such obligations directly against the Guarantor. 


        Unless
otherwise defined herein, terms used herein and defined in the Conditions shall in this Guarantee have the meaning attributed to them in the Conditions. 


        JPMorgan
Chase Bank, which accepts this Guarantee does not act in a fiduciary or similar capacity for the Noteholders. JPMorgan Chase Bank agrees to hold the original copy of this
Guarantee in custody until all obligations under the Notes and the Guarantee have been fulfilled. 





 

        The
rights and obligations arising from this Guarantee shall in all respects be determined in accordance with German law. The place of jurisdiction shall be Munich, Federal Republic of
Germany. 


        The
German version of this Guarantee shall be the only legally binding version. The English translation is for convenience only. 


Munich,

February 1, 2002

Infineon Technologies AG 


                                        
                                
 


We
accept all of the above. 


London,

February 1, 2002 


JPMorgan
Chase Bank 


                                        
                                



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Exhibit 4.35