Exhibit 4(b)

                    Advanced Semiconductor Engineering, Inc.
                              ASE (Chung Li), Inc.


June 5, 2002

Motorola, Inc.
Motorola Electronics Taiwan, Ltd.
c/c Motorola, Inc.
MD: TX30/OE60
6501 William Cannon Drive West
Austin, TX 78735 USA

Attn: Gary Schlumpf
Fax:(512) 996-6178
(followed by overnight courier)

Ladies and Gentlemen:

         Reference is made to the Asset Purchase Agreement dated July 4, 1999,
as amended, among ASE (Chung Li), Inc. ("Buyer"), Advanced Semiconductor
Engineering, Inc. ("ASE"), Motorola Electronics Taiwan, Ltd. ("Seller") and
Motorola, Inc. ("Motorola") (the "Asset Purchase Agreement"). Capitalized terms
used without definition in this letter agreement will have the meaning assigned
to them in the Asset Purchase Agreement.

         Pursuant to Section 2.09(b)(ii)(D) of the Asset Purchase Agreement,
Seller was eligible to earn $23,333,333 plus interest as a result of meeting
certain financial milestones for the period ending on the Third Anniversary. In
the interest of strengthening the overall relationship between ASE and
Motorola, and increasing the potential level of Motorola business with the
Buyer and the other subsidiaries of ASE, including, without limitation, ASE
(Korea) Ltd. (together with Buyer, collectively, the "ASE Group"), the Parties
have agreed to substitute the following earn-out arrangement for the
arrangement provided for in Section 2.09(b)(ii)(D) of the Asset Purchase
Agreement:

         Seller shall be eligible to receive up to an additional US$23,333,333
for the Base Assets, payable as follows:

     (A)   Third Year Period. If and only if the total purchase price of all
           products and services purchased by the Motorola Group during the
           year commencing on the Second Anniversary and ending on the Third
           Anniversary (the "Third Year Period") is at least $160,000,000 from
           the ASE Group and US$75,000,000 from Buyer, Buyer shall deliver to
           Seller within 30 days following the Third Anniversary an amount
           calculated as follows:

           (1)     If the total purchase price of all products and services
                   purchased from the ASE Group during the Third Year Period
                   (the "Third Year ASE Group Total") is more than $200,000,000
                   then the amount shall be $7,333,333;

           (2)     If the Third Year ASE Group Total is more than $185,000,000
                   but less than or equal to $200,000,000 then the amount shall
                   be calculated as follows: (Third Year ASE Group Total/
                   $600,000,000) x $23,333,333);

           (3)     If the Third Year ASE Group Total is more than $170,000,000
                   but less than or equal to $185,000,000 then the amount shall
                   be calculated as follows: ((Third Year ASE Group Total/
                   $600,000,000) x $23,333,333) x 87.5%; or

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           (4) If the Third Year ASE Group Total is more than $160,000,000 but
           less than or equal to $170,000,000 then the amount shall be
           calculated as follows: ((Third Year ASE Group Total/ $600,000) x
           $23,333,333) x 80%.

     (B)   Fourth Year Period. If and only if the total purchase price of all
           products and services purchased by the Motorola Group during the
           year commencing on the Third Anniversary and ending on the fourth
           anniversary of the Closing Date (the "Fourth Anniversary") (the
           "Fourth Year Period") is at least $155,000,000 from the ASE Group
           and US$75,000,000 from Buyer, Buyer shall deliver to Seller within
           30 days following the Fourth Anniversary an amount calculated as
           follows:

          (1)  If any portion of the $23,333,333 was paid for the Third Year
               Period:

                   i.     If the Third Year ASE Group Total plus the total
                          purchase price of all products and services purchased
                          from the ASE Group during the Fourth Year Period (the
                          "Fourth Year ASE Group Total") is more than
                          $375,000,000 then the amount shall be calculated as
                          follows: (((Third Year ASE Group Total + Fourth Year
                          ASE Group Total)/ $600,000,000) x $23,333,333)--the
                          portion of the $23,333,333 paid for the Third Year
                          Period (the "Third Year Payment");

                   ii     If the Third Year ASE Group Total plus the Fourth
                          Year ASE Group Total is more than $345,000,000 but
                          less than or equal to $375,000,000 then the amount
                          shall be calculated as follows: ((((Third Year ASE
                          Group Total + Fourth Year ASE Group Total)/
                          $600,000,000) x $23,333,333) x 87.5%)--Third Year
                          Payment; or

                   iii.   If the Third Year ASE Group Total plus the Fourth
                          Year ASE Group Total is more than $315,000,000 but
                          less than or equal to $345,000,000 then the amount
                          shall be calculated as follows: ((((Third Year ASE
                          Group Total + Fourth Year ASE Group Total)/ $600,000)
                          x $23,300,000) x 80%)--Third Year Payment.

                   iv.    In no event shall the total amount paid in the Third
                          Year Period and the Fourth Year Period combined
                          exceed $15,333,333.

           (2) If no amount was paid for the Third Year Period:

                   i.     If the Fourth Year ASE Group Total is $200,000,000 or
                          more then the amount shall be $8,000,000;

                   ii.    If the Fourth Year ASE Group Total is more than
                          $190,000,000 but less than $200,000,000 then the
                          amount shall be calculated as follows: ((Fourth Year
                          ASE Group Total/ $400,000,000) x $16,000,000);

                   iii.   If the Fourth Year ASE Group Total is more than
                          $175,000,000 but less than or equal to $190,000,000
                          then the amount shall be calculated as follows:
                          ((Fourth Year ASE Group Total/ $400,000,000) x
                          $16,000,000) x 87.5%; or

                   iv.    If the Fourth Year ASE Group Total is more than
                          $155,000,000 but less than or equal to $175,000,000
                          then the amount shall be calculated as follows:
                          ((Fourth Year ASE Group Total/ $400,000) x
                          $16,000,000) x 80%.

     (C)   Fifth Year Period. If and only if the total purchase price of all
           products and services purchased by the Motorola Group during the
           year commencing on the Fourth Anniversary and ending on the fifth
           anniversary of the Closing Date (the "Fifth Anniversary") (the
           "Fifth Year Period") is at least $155,000,000 from the ASE Group,
           Buyer shall deliver to Seller within 30 days following the Fifth
           Anniversary an amount calculated as follows:

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          (1)  If any portion of the $23,333,333 was paid for both the Third
               Year Period and the Fourth Year Period:

                   i.     if the Third Year ASE Group Total plus the Fourth
                          Year ASE Group Total plus the total purchase price of
                          all products and services purchased from the ASE
                          Group during the Fifth Year Period (the "Fifth Year
                          ASE Group Total") is more than $565,000,000 then the
                          amount shall be calculated as follows: (((Third Year
                          ASE Group Total + Fourth Year ASE Group Total + Fifth
                          Year ASE Group Total)/ $600,000,000) x
                          $23,333,333)--Third Year Payment--Fourth Year
                          Payment;

                   ii.    If the Third Year ASE Group Total plus the Fourth
                          Year ASE Group Total plus the Fifth Year ASE Group
                          Total is more than $520,000,000 but less than or
                          equal to $565,000,000 then the amount shall be
                          calculated as follows: ((((Third Year ASE Group Total
                          + Fourth Year ASE Group Total + Fifth Year ASE Group
                          Total)/ $600,000,000) x $23,333,333) x 87.5%)--Third
                          Year Payment--Fourth Year Payment); or

                   iii.   If the Third Year ASE Group Total plus the Fourth
                          Year ASE Group Total plus Fifth Year ASE Group Total
                          is more than $470,000,000 but less than or equal to
                          $520,000,000 then the amount shall be calculated as
                          follows: ((((Third Year ASE Group Total + Fourth Year
                          ASE Group Total + Fifth Year ASE Group Total)/
                          $600,000) x $23,333,333) x 80%)--Third Year
                          Payment--Fourth Year Payment).

          (2)  If any portion of the $23,333,333 was paid for the Third Year
               Period but not the Fourth Year Period:

                   i.     If the Third Year ASE Group Total plus the Fifth Year
                          ASE Group Total is more than $375,000,000 then the
                          amount shall he calculated as follows: (((Third Year
                          ASE Group Total + Fifth Year ASE Group Total)/
                          $400,000,000) x $15,333,333)--the portion of the
                          $23,333,333 paid for the Third Year Period (the
                          "Third Year Payment");

                   ii.    If the Third Year ASE Group Total plus the Fifth Year
                          ASE Group Total is more than $345,000,000 but less
                          than or equal to $375,000,000 then the amount shall
                          be calculated as follows: ((((Third Year ASE Group
                          Total + Fifth Year ASE Group Total)/ $400,000,000) x
                          $15,333,333) x 87.5%)--the Third Year Payment; or

                   iii.   If the Third Year ASE Group Total plus the Fifth Year
                          ASE Group Total is more than $315,000,000 but less
                          than or equal to $345,000,000 then the amount shall
                          be calculated as follows: ((((Third Year ASE Group
                          Total + Fifth Year ASE Group Total)/ $400,000,000) x
                          $15,333,333) x 80%)--the Third Year Payment.

                   iv.    In no event shall the total amount paid in the Third
                          Year Period and the Fifth Year Period combined exceed
                          $15,333,333.

              (3)  If any portion of the $23,333,333 was paid for the Fourth
                   Year Period but not the Third Year Period:

                   i.     If the Fourth Year ASE Group Total plus the Fifth
                          Year ASE Group Total is more than $380,000,000 then
                          the amount shall be calculated as follows: (((Fourth
                          Year ASE Group Total + Fifth Year ASE Group Total)/
                          $400,000,000) x $16,000,000)--the portion of the
                          $23,333,333 paid for the Fourth Year Period (the
                          "Fourth Year Payment");

                   ii.    If the Fourth Year ASE Group Total plus the Fifth
                          Year ASE Group Total is more than $350,000,000 but
                          less than or equal to $380,000,000 then the amount
                          shall be calculated as follows: ((((Fourth Year ASE
                          Group Total + Fifth Year ASE Group Total)/
                          $400,000,000) x $16,000,000) x 87.5%)--the Fourth
                          Year Payment; or

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                   iii.   If the Fourth Year ASE Group Total plus the Fifth
                          Year ASE Group Total is more than $310,000,000 but
                          less than or equal to $350,000,000 then the amount
                          shall be calculated as follows: ((((Fourth Year ASE
                          Group Total + Fifth Year ASE Group Total)/
                          $400,000,000) x $16,000,000) x 80%)--the Fourth Year
                          Payment.

                   iv.    In no event shall the total amount paid in the Fourth
                          Year Period and the Fifth Year Period combined exceed
                          $16,000,000.

           (4)     If no portion of the $23,333,333 was paid for the Third Year
                   Period or the Fourth Year Period:

                   i.     If the Fifth Year ASE Group Total is more than
                          $200,000,000 then the amount shall be $8,000,000;

                   ii     If the Fifth Year ASE Group Total is more than
                          $190,000,000 but less than $200,000,000 then the
                          amount shall be calculated as follows: Fifth Year ASE
                          Group Total/ $200,000,000 x $8,000,000;

                   iii.   If the Fifth Year ASE Group Total is more than
                          $175,000,000 but less than or equal to $190,000,000
                          then the amount shall be calculated as follows: Fifth
                          Year ASE Group Total/ $200,000,000 x $8,000,000 x
                          87.5%; or

                   iv.    If the Fifth Year ASE Group Total is more than
                          $155,000,000 but less than or equal to $175,000,000
                          then the amount shall be calculated as follows: Fifth
                          Year ASE Group Total/ $200,000,000 x $8,000,000 x
                          80%.

         For purposes of clauses (A), (B) and (C) above, the total purchase
price of all products and services shall be calculated using the purchase
prices in effect for such products and services as of March 12, 2002. For any
products or services not offered as of March 12, 2002 the purchase prices shall
be those negotiated and agreed to by the Parties.

         The foregoing payments shall not be subject to interest from the
Interest Commencement Date as was the amount provided for in Section
2.09(b)(ii)(D); provided, however, that if Buyer fails to pay any amounts
required to be paid hereunder by the dates required herein, such unpaid amounts
shall bear interest at the applicable rate in Section 2.09(b)(iv) of the Asset
Purchase Agreement plus 3% per annum. Interest shall be calculated on the basis
of a 360-day year for the actual number of days elapsed.

         In addition to the above, Motorola agrees to commence the
qualification of substrates manufactured by ASE Materials' facility located in
Chung-Li, Taiwan. ASE acknowledges that Motorola has no obligation to qualify
any such substrates unless Motorola's qualification standards are met.

         This letter amendment shall not amend any other provisions of the
Asset Purchase Agreement.

         Please indicate our acknowledgment and agreement of the foregoing by
signing below.

Very truly yours,

ASE (Chung Li), Inc.                        Advanced Semiconductor

Engineering, Inc.


By:  /s/ Shih-Song Lee                      By:  /s/ Joseph Tung
    -----------------------                      -------------------------------
    Name:  Shih-Son Lee                          Name:  Joseph Tung
    Title: President, ASE (Chung Li)             Title: Chief Financial Officer

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ACKNOWLEDGED AND AGREED:


Motorola, Inc.                              Motorola Electronics Taiwan, Inc.


By:  /s/ Tom Sun                            By:  /s/ Tom Sum
    -------------------------------            --------------------
    Name:  Tom Sun                             Name: Tom Sum
    Title: Corporate Vice President            Title:   President


cc:      Motorola, Inc.
         1301 E Algonquin Road
         Chicago, Illinois 60196
         USA
         Attn: General Counsel
         Fax: (847) 576 3628






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