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                                                                    EXHIBIT 4.46
                            [On Company's Letterhead]

                             Private & Confidential


5 August 2004


TAN LAY KOON
PRESIDENT & CEO


Dear Lay Koon

PROMOTION

1.   We are pleased to confirm your appointment as PRESIDENT AND CEO, STATS
     CHIPPAC LTD (STATS CHIPPAC OR THE COMPANY). The terms and conditions of
     your service are as outlined below.


2.   RESPONSIBILITY

     You will be responsible to the Board of Directors for the overall
     profitability and growth of the Company.


3.   REMUNERATION

     a.   Your service grade will be G4. Your monthly base salary shall be
          S$50,000.

     b.   Performance and salary review will be conducted annually on or about 1
          July each year. Annual salary adjustments are based on individual and
          Company's performance, in accordance with the policies approved by
          STATSChipPAC whether through its Executive Resource and Compensation
          Committee (ERCC) or otherwise.

     c.   Please note that salary and bonus payments are made based on
          individual merits and should therefore be kept strictly confidential.

     d.   As G4 staff, your salary and other special terms will be administered
          personally by STATSChipPAC Secretary, ERCC.
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                            [On Company's Letterhead]

                             Private & Confidential


4.   OTHER GENERAL TERMS AND CONDITIONS

     Other general terms and conditions of your service are as described in
     ANNEX 1 attached.


5.   SPECIAL TERMS AND CONDITIONS

     Specific terms and conditions for your employment on a personal-to-holder
     basis are as described in ANNEX 2 attached.


6.   The terms and conditions in the Employee's Declaration and Undertaking
     shall form part of this contract of employment.


7.   GOVERNING LAW

     This employment contract shall be governed by and construed in accordance
     with Singapore law and each party irrevocably submits to the exclusive
     jurisdiction of the Singapore courts as regards any claim or matter arising
     under this employment contract and/or this employment, waives any objection
     it may now or hereafter have to venue or to convenience of forum, agrees
     that all claims in respect of this employment contract/employment shall be
     heard and determined only in the Singapore courts and agrees not to bring
     any proceedings in relation thereto in any other court.


8.   ACCEPTANCE OF PROMOTION

     To accept this promotion and appointment on the terms herein, please sign
     and return the duplicate copy of this letter to me. On your acceptance,
     your employment with STATSChipPAC will be governed by the terms as
     contained in this letter, which shall supercede all other previous letters
     of employment between you and the Company (or whichever Company). All other
     terms contained in your previous employment letter with the Company (or
     whichever Company) shall cease with immediate effect and there shall be no
     claims whatsoever in respect of any such terms.
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                            [On Company's Letterhead]

                             Private & Confidential


9.   I look forward to the success of the Company under your leadership.




Yours sincerely
For and on behalf of STATSChipPac Ltd



/s/ Peter Seah Lim Huat
Peter Seah Lim Huat
Chairman ERCC

cc
Kuan Kwee Jee
Secretary ERCC




--------------------------------------------------------------------------------


I, TAN LAY KOON, NRIC/Passport No. S1331323G, having read and understood the
terms and conditions in this letter, hereby accept the promotion and appointment
of President & CEO of STATS ChipPAC on these terms and conditions.




/s/ Tan Lay Koon                                        5/8/04
----------------------                              --------------
     Signature                                          Date
<PAGE>
                            [On Company's Letterhead]

                             Private & Confidential


               ANNEX 1 -- GENERAL TERMS AND CONDITIONS OF SERVICE


1.   GENERAL TERMS & CONDITIONS OF SERVICE

     1.1  You shall not at any time during your service with the Company either
          directly or indirectly (without prior written consent from the
          Company) engage or interest yourself, whether for reward or
          gratuitously, in any work or business other than relating to your
          duties in the Company.

     1.2  You shall devote the whole of your time, knowledge, skill and
          attention in the performance of your duties in the Company, and attend
          at the premises where you shall from time to time be posted by the
          Company on such days including, if the exigencies of the work so
          require, on Sunday and public holidays and at such hours as may be
          required.

     1.3  You shall enjoy all other standard benefits and be subject to all
          conditions applicable to executives under your job grade.

     1.4  The Company reserves the right to vary the terms and conditions of
          service based on business needs from time to time.

     1.5  You will abide by the terms and conditions of service, the rates,
          regulations and procedures as may be laid down by the Company from
          time to time and also as contained in the Company's Human Resources
          Manual as revised from time to time.


2.   WORKING HOURS

     2.1  Your working hours will be as per the Company's policy.

     2.2  As a senior executive staff, you are expected to work beyond normal
          hours based on the exigencies of service without overtime claims.


3.   LEAVE

     You shall be eligible for 21 days of paid leave each year. Your leave
     administration will be as per the Company's policy.
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                            [On Company's Letterhead]

                             Private & Confidential


4.   EMPLOYEE BENEFITS PROGRAM

     4.1  We have put in place a flexible benefits program for our senior
          employees. This program allows for freedom and flexibility to put
          together the benefit package which best suits your needs and that of
          your immediate family at different stages of your career. The flexible
          benefits brochure together with the enrolment instructions will be
          forwarded to you upon your acceptance of the appointment.


5.   TERMINATION OF SERVICE

     5.1  Termination can only be effected in writing by either party, without
          giving any reasons, by giving 3 MONTHS' NOTICE or the payment of a sum
          equivalent to 3 months' salary in lieu of notice.

     5.2  All staff benefits shall cease after your last day of service with the
          Company. Any money due and owing under any staff loan scheme,
          scholarships, bonds or otherwise payable by you to the Company must be
          settled before the last day of service. The Company reserves the right
          to offset any outstanding sum from any balance of money payable by the
          Company to you.

     5.3  Nothwithstanding conditions above, the Company reserves the right at
          all times to terminate your services forthwith if you should be guilty
          of misdemeanor, misconduct, negligence or breach of any of the terms
          of this offer or any other existing terms and conditions of service,
          rule or regulation laid down by the Company from time to time for all
          members of its staff.
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                            [On Company's Letterhead]

                             Private & Confidential


                     ANNEX 2 -- SPECIAL TERMS AND CONDITIONS
                                 (TAN LAY KOON)

1.   CAR BENEFITS AND EXPENSES

     1.1  You shall be paid the Car Benefit Allowance of S$5,880 per month.

          The Car Benefit Allowance is a special car benefit which we provide to
          senior executives in the company to assist them in financing the
          purchase of a car. This allowance is paid as long as the executive has
          ownership and use of a car in the course of their work. The amount is
          subject to changes and review by the company's Executive Resource and
          Compensation Committee from time to time.

     1.2  You will be given a fixed monthly car maintenance allowance of
          S$3,000. This is to help defray the cost of general maintenance and
          running expenses of your vehicle. It will cover transport expenses
          incurred in the course of official business and you will not be
          eligible to claim for any reimbursement of mileage and parking
          expenses.

     1.3  You will also be given a fixed monthly driver allowance of S$3,000.


2.   PERFORMANCE BONUS

     2.1  In addition to your base salary, inclusive of the 13th month Annual
          Wage Supplement (AWS), you will participate in the following incentive
          plan:

          2.1.1  PERFORMANCE TARGET BONUS (PTB): You will be entitled to earn a
                 PTB each year, based on the achievement of mutually agreed
                 targets set by the Board and yourself. PTB may reach a maximum
                 of 2.5 months of your monthly base salary subject to
                 achievement of the performance targets.

          2.1.2  EVA-BASED INCENTIVE PLAN: You will participate in the EVA
                 based incentive plan as approved by ERCC each year. You will
                 be informed of the specific plan each year.


3.   CLUB BENEFITS AND EXPENSES

     3.1  You will be provided with a grant of S$120,000 over five (5) years for
          the purchase of a club membership under the Hold-in-Trust Scheme.

     3.2  You will also be given a monthly club subscription allowance of S$200.


4.   SHARE OPTIONS

     4.1  You will continue to participate in the Company Share Option Plan.