Exhibit 4.1


                  Siliconware Precision Industries Co., Ltd.
      Plan for Issue and Exercise of Employee Stock Options for Year 2002

1.   Purposes of the Issue:

     For the purpose of inspiring employees of Siliconware Precision
     Industries Co., Ltd. (the "Company") so as to create a mutual benefit for
     the Company and the shareholders, the Company adopts this Plan for the
     Issue and Exercise of Employee Stock Options for Year 2002 in accordance
     with Article 28-3 of the ROC Securities and Exchange Law, the Criteria
     Governing the Offering and Issuance of Securities by Securities Issuers
     promulgated by the ROC Securities and Futures Commission ("SFC"), and
     other relevant laws and regulations.

2.   Issue Period:

     The options contemplated herein shall be issued in installments within
     one (1) year starting from the date of receipt of approval by the
     competent authority. The chairman of the Company is authorized to
     determine the actual issue date(s).

3.   Qualifications and Conditions of Employee Eligibility for Stock Options:

     Only full-time employees of the Company and local and foreign
     subsidiaries in which more than fifty percent (50%) of whose shares are
     directly or indirectly held by the Company are qualified for the options
     contemplated herein. The recipients of the options and the quantity of
     options granted to each recipient shall be proposed by the general
     manager for approval by the chairman of the Company, and then submitted
     to the board of directors of the Company for approval. The quantity of
     options granted to each recipient shall not be more than ten percent
     (10%) of the total options granted herein, and the number of shares that
     may be subscribed for by each person in any given fiscal year shall not
     be more than one percent (1%) of the total issued shares as at the end of
     such fiscal year.

4.   Number of Total Issued Units:

     The total number of units of the options to be issued is 40,000. The
     number of shares represented by each unit is 1,000 shares. The total new
     shares to be issued upon the exercise of the options is 40,000,000
     shares.

5.   Terms for Exercising Stock Option:

     (1)  exercise price: The exercise price shall be the closing price of the
          common shares of the Company as of the issue date.

     (2)  exercise period:

          a.   Recipients of options may exercise the options pursuant to the
               terms and conditions set forth below after two (2) full years
               from the issuance of the options. The term of the options is
               five (5) years. The options shall not be transferred, pledged,
               donated or otherwise disposed of, except by inheritance. In the
               event that the recipient of the options does not exercise the
               options within such period, any non-exercised options shall be
               deemed forfeited by the recipient, and such recipient may not
               exercise any further right on such options against the Company.

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          --------------------------------------------------------------------
                                             accumulated percentage
                     Time                    of exercisable option
          --------------------------------------------------------------------
          after two (2) full years since                 30%
          the issuance of the option
          --------------------------------------------------------------------
          after three (3) full years since               70%
          the issuance of the option
          --------------------------------------------------------------------
          after four (4) full years since               100%
          the issuance of the option
          --------------------------------------------------------------------

          b.   In the event that a recipient of the options violates his/her
               employment agreement or working rules of the Company, or whose
               performance is manifestly poor, the Company is entitled to
               revoke and cancel the non-exercisable options.

     (3)  class of shares to be subscribed for upon exercise of the option:
          common shares of the Company

     (4)  an employee whose employment is terminated shall exercise his/her
          options within the term of the option grant period in accordance
          with the following provisions:

         a.    resignation

               Recipients of options may exercise the exercisable option
               within one (1) month after the date of resignation. However, if
               such period falls within the periods as provided for in
               Paragraph 1 of Article 10 of this Plan, the exercise period of
               the options may be extended accordingly. Any non-exercisable
               options will be deemed lapsed on the date of resignation.

         b.    retirement

               Recipients of options may exercise all options on the date of
               retirement subject to the above two-year requirement (but not
               subject to the limitation of exercisable percentages as
               provided for in Paragraph 2 of this Article). However, such
               option shall be exercised within one (1) year after the date of
               retirement or the date upon which the option has been issued
               for two (2) full years, whichever is later.

         c.    death due to normal causes

               The heir of a recipient of options may exercise the exercisable
               options within one (1) year after the date of the death of the
               recipient. Any non-exercisable options will be deemed lapsed on
               the date of the death of the recipient.

         d.    disability or death by occupational injury

               (i)  In the event that a recipient cannot continue his/her
                    job due to disability caused by occupational injury, such
                    recipient may exercise all options at the time of his/her
                    departure from the Company subject to the above two-year
                    requirement (but not subject to the limitation of
                    exercisable percentage as provided for in Paragraph 2 of
                    this Article). However, such options shall be exercised
                    within one (1) year after the date of his/her departure or
                    the date that the options have been issued for two (2)
                    full years, whichever is later.

               (ii) In the event that a recipient dies due to occupational
                    injury, his/her heir may exercise all options of the
                    recipient subject to the above two-year requirement (but
                    not subject to the limitation of exercisable percentage as
                    provided for in Paragraph 2 of this Article). However,
                    such options shall be exercised within one (1) year after
                    the date of the death of the recipient or the date that
                    options have been issued for two (2) full years, whichever
                    is later.

        e.  leave of absence


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          Recipients who are on leave of absence pursuant to applicable law,
          due to such reasons as serious disease, material changes in his/her
          family, study abroad or other reasons, with approval by the Company,
          may exercise the exercisable option within one (1) month after the
          date of the beginning of such leave of absence. However, if such
          period falls within the periods as provided for in Paragraph 1 of
          Article 10 of this Plan, the exercise period of the options may be
          extended accordingly. The rights of the non-exercisable options may
          be resumed by the recipient after he/she resumes his/her position,
          and the exercise period of such options shall be extended
          accordingly but subject to the original term of the options.

       f. layoff

          An employee who has been laid off may exercise his/her exercisable
          options within one (1) month after the effective day of severance.
          However, if such period falls within the periods as provided for in
          Paragraph 1 of Article 10 of this Plan, the exercise period of the
          options may be extended accordingly. The non-exercisable option
          shall be deemed forfeited at the effective day of the severance. The
          chairman of the Company or the officers authorized by the chairman
          are entitled to determine the rights and limitation on the exercise
          of such options subject to the limitation of exercisable percentages
          as provided for in Paragraph 2 of this Article.

       g. transfer

          In the event that a recipient is transferred to other companies at
          the request of the Company, the options of such recipient shall be
          handled in the same manner as those of retired employees.

       h. In the event that the recipients or their heir(s) fail to exercise
          the options within the above periods, such options shall be deemed
          lapsed. Such recipients or their heir(s) may not exercise any
          further right on such options against the Company.

  (5)  treatment of options forfeited by the employees: the Company will
       cancel all options forfeited by the employees or revoked by the Company
       without reissue.

6. Method for Performance of Options: by issuance of new shares of
   the Company.

7. Adjustment of Exercise Price:

     (1)  In the event that there is a change in the total number of the common
          shares of the Company (i.e., the Company increases capital by cash,
          recapitalizes its retained earnings or capital reserve, or issues
          new shares due to merger, stock split, or increases capital by cash
          in the form of global deposit shares), the exercise price shall be
          adjusted according to the following formula:

                                                            PNI  x  NNS
                                                            ------------
                                              ENS  +                P
                                              ---------------------------
           Adjusted Exercise Price =  P  x
                                                            ENS + NNS

           Where,
           ENS = number of shares before the new issue
           NNS = number of shares in the new issue
           PNI = price of the new common shares of the Company
           P   = original exercise price
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           (i)   ENS means the number of common shares before the new
                 issue, but excludes the number of common shares
                 evidenced by the certificate(s) of payment and
                 certificate(s) of bonds which are paid for.

           (ii)  PNI = zero, when new shares are from any free
                 distribution of common shares or are generated from
                 stock split.

           (iii) In the event the Company merges with another company,
                 ENS shall be the average closing price of the common
                 shares of the Company for the twenty (20) consecutive
                 business days commencing from the forty-fifth (45th)
                 business day prior to the record date of the merger.

           (iv)  In the event that the adjusted exercise price is higher
                 than the original exercise price, no adjustment will be
                 made.

          (2)    In the event that the Company distributes a cash dividend after
                 the issue of the options, the exercise price shall be adjusted
                 according to the following formula at the record date:

                 the adjusted exercise price = the exercise price before
                 adjustment - cash dividend for each common share of the
                 Company

8.   Procedure for Exercising Options:

     (1)  The recipients may exercise their options, except during the closed
          period under applicable laws, by filling an irrevocable application
          for the exercise of options. An exercise of options will become
          effective upon the receipt of the application by the Company.

     (2)  The Company shall notify the recipient to pay the subscription price
          to the bank designated by it when accepting the application by the
          recipient for the exercise of the options.

     (3)  Upon confirmation of the receipt of the subscription price, the
          Company shall register such number of shares as subscribed by the
          recipient on its shareholders' roster, and within five (5) business
          days, transfer the certificate of payment through book-entry
          delivery into the recipient's central depositary account.

     (4)  The certificate of payment will be listed for trading on the Taiwan
          Stock Exchange at the time of delivery to the recipients.

     (5)  The record dates for the Company to amend its capital registration,
          and to apply for issue of new shares with the competent
          authorities for each fiscal year, are as follows:

          (i)  January 20;

          (ii) the record date for determination of the shareholders entitled
               to free distribution of new shares; provided, that if the
               shareholders' meeting resolves not to make such distribution,
               the record date should be July 15; and

          (iii) October 15.

     (6)  The Company will issue new shares after completion of the amendment
          of registration of capital with the relevant authorities, and
          printing and authentication of new share certificates.

9.   In the event that the exercise price of the options is below the par
     value of the Company's common shares, the exercise price shall be the
     closing price of the Company's common shares on the Taiwan Stock Exchange
     on the issue date of such options.

10.  Rights and Obligations after Exercising Options:

     (1)  Each recipient of the options may not exercise the options during
          the following period of each year:
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          i.    from seven (7) business days before the date of the meeting
                of the board of directors at which the directors resolve to
                convene an annual shareholders' meeting to either (x) the
                record date for determination of the shareholders entitled
                to free distribution of new shares or (y) the record date
                for determination of the shareholders entitled to dividends,
                whichever is later.

          ii.   from the date of the meeting of board of directors at which
                the directors resolve the record date for the merger to the
                resolved record date of such merger, or from the date of the
                meeting of the board of directors at which the directors
                resolve the record date of spin-off to the record date of
                such spin-off, or from the date of the meeting of board of
                directors at which the directors resolve the record date for
                determination of the shareholders entitled to subscribe for
                new shares to the record date for such subscription.

          iii.  any other closed period as provided by law.

     (2) Except for the above period, the rights and obligations of the
         certificate(s) of payment issued upon exercise of options shall be the
         same as the common shares of the Company.

11.  Confidentiality:

     Each recipient of the option shall keep this Plan in strict confidence
     and shall not disclose the relevant contents and quantity of the options
     granted to the recipient except as requested by laws, regulations or the
     relevant authorities. In the event that the recipient of the options
     violates this Article, such matter shall be handled in accordance with
     Sub-Paragraph b, Paragraph 2 of Article 5 of this Plan.

12.  Other Procedures:

     The Company shall notify each recipient of the quantity of the options
     granted, the procedure for exercising options, payment for subscription
     of shares, replacement of share certificates and the time for each such
     procedure.

13.  Other Important Matters:

     (1)   This Plan, including any amendment hereto, shall be adopted by a
           resolution of the board of directors of the Company, and shall
           become effective after being approved by the relevant authority.

     (2)   Matters not provided for in this Plan shall be handled in accordance
           with relevant laws and regulations.