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                                                                  Exhibit 10-k-4

                                            ***TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
                            UNDER 17 C.F.R. SECTIONS 200.80(b) (4) AND 240.24b-2
[UMC LOGO]

           AMENDMENT NO. 3 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT

This Third Amendment to Capacity & Reservation Deposit Agreement ("Amendment")
is entered into as of May 17, 2001 (the "Amendment Effective Date") by and
between Conexant Systems, Inc., a company incorporated in Delaware ("Conexant")
and UMC Group (USA), (collectively the "Parties") and amends the Capacity &
Reservation Deposit Agreement dated March 20th 2000 as previously twice amended
("the Agreement") previously entered between such Parties.

Pursuant to mutually agreed terms, sections 4.3 and 5.3 of the Agreement were
amended on March 24th 2000 ("Amendment No. 1"). Section 4.1.1 of the Agreement
was then amended on or about September 25th 2000 ("Amendment No. 2"). The
Parties now desire to enter this Amendment No. 3 to [***].

Now, therefore, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Parties agree that the Agreement (as previously
amended) is further amended as follows:

New subsection 1.6 is added:

1.6      "NRE" means the mask sets and a commercially reasonable number of lots
         of Wafers associated with pre-qualification prototype and engineering
         runs for up to three re-spins for a particular Product where, if the
         Product is at [***], the first prototype for such Product tapes out
         after the Amendment Effective Date and on or before December 31, 2001;
         or, if the Product is at [***], the first prototype for such Product
         tapes out after the Amendment Effective Date and on or before December
         31, 2002.

Subsection 3.2 is revised to read as follows:

3.2      Subject to the terms of this Agreement, in each quarter shown in
         EXHIBIT A, Conexant may receive [***], as a credit, provided that
         Conexant will not be entitled to any such credit for quantities (and/or
         prices) in excess of that shown on EXHIBITS A AND C for the quarter
         involved. In the event that Wafers incorporate additional metal layers
         over the base amount indicated in EXHIBIT A, and if UMC exercises its
         option to reduce

         Conexant's capacity allotment accordingly, the credits for Wafers
         incorporating additional metal layers shall be adjusted to compensate
         for the resulting reduction in total number of Wafers. In additions,
         subject to the terms of this Agreement, Conexant may receive [***], as
         a credit, provided that Conexant will place orders for NRE on separate
         purchase orders from orders for other items, to facilitate bookkeeping
         in connection with


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         such orders. The credits accrued pursuant to this subsection shall be
         paid to Conexant [***]. To the extent that any amounts have accrued but
         not been paid at the termination of this Agreement, such accrued
         credits shall be tendered within 30 days of such termination or within
         120 days of such termination with respect to credits earned for NRE.
         All amounts paid or credited to Conexant under this paragraph shall be
         deducted from the Deposit when they are paid or credited, and the
         remaining amounts of the Deposit shall then be the "Remaining Deposit."

Subsection 3.4 is revised to read as follows:

3.4      To the extent that any amount of the Deposit and/or Remaining Deposit
         has not been credited against Product or NRE delivered prior to the end
         of the Agreement Period, all such amounts shall be released to UMC, and
         Conexant shall have no rights thereto.

No other change to the Agreement or Amendment No. 1 or Amendment No. 2 is
intended by this Amendment No. 3. This Amendment No. 3 is not intended to have
any effect on any amounts paid or earned prior to the Amendment Effective Date.

ACCORDINGLY, each party represents and warrants that the representative signing
on their respective behalf is authorized to enter into this Agreement and to
bind them to its terms.

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<CAPTION>
UMC GROUP (USA)                                      CONEXANT
<S>                                                  <C>
By:    /s/ Jim Kupec                                 By:    /s/ Gary Cheek
       ---------------------------                          ---------------------------
Name:  Jim Kupec                                     Name:  Gary Cheek
       ---------------------------                          ---------------------------
Title: President                                     Title: Vice President Ext. Mfg.
       ---------------------------                          ---------------------------
Date:  7/19/2001                                     Date:  July 19, 2001
       ---------------------------                          ---------------------------

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