Exhibit 4.1


                        MICROCHIP TECHNOLOGY INCORPORATED
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                        AS AMENDED THROUGH MARCH 3, 2003

     I.   PURPOSE

          This International  Employee Stock Purchase Plan is hereby established
by Microchip Technology Incorporated,  a Delaware corporation ("Microchip"),  in
order to provide eligible  employees of foreign Microchip  subsidiaries with the
opportunity to acquire a proprietary  interest in Microchip through the purchase
of shares of Microchip common stock at periodic intervals with their accumulated
payroll deductions.

     II.  DEFINITIONS

          For purposes of  administration of the Plan, the following terms shall
have the meanings indicated:

          COMMON STOCK means shares of Microchip  common stock, par value $0.001
per share.

          EARNINGS  means  regular  base  salary plus such  additional  items of
compensation as the Plan Administrator may deem appropriate.

          EFFECTIVE DATE means June 1, 1994 for the Foreign  Subsidiaries listed
in attached  Schedule A. For any other Foreign  Subsidiary,  the Effective  Date
shall be determined by the Microchip  Board of Directors  prior to the time such
Foreign Subsidiary is to become a participating company in the Plan.

          ELIGIBLE  EMPLOYEE  means any  non-U.S.  citizen who is engaged,  on a
regularly-scheduled  basis of more than twenty (20) hours per week for more than
five (5) months per calendar year, in the rendition of personal services outside
the U.S.  as an  employee  of a Foreign  Subsidiary  subject to the  control and
direction of that Foreign Subsidiary as to both the work to be performed and the
manner and method of performance.

          FOREIGN  SUBSIDIARY  means any  non-U.S.  Microchip  subsidiary  which
elects,  with the approval of the Microchip  Board of  Directors,  to extend the
benefits of this Plan to its Eligible  Employees.  As of the Effective Date, the
Foreign  Subsidiaries  participating in the Plan are listed on attached Schedule
A.

          PARTICIPANT means any Eligible Employee of a Foreign Subsidiary who is
actively participating in the Plan.

          SERVICE means the period during which an individual  performs services
as an Eligible Employee and shall be measured from his or her hire date, whether
that date is before or after the Effective Date of the Plan.
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     III. ADMINISTRATION

          Each   Foreign   Subsidiary   shall   have   responsibility   for  the
administration of the Plan with respect to its Eligible Employees.  Accordingly,
the Plan shall, as to each Foreign Subsidiary,  be separately  administered by a
committee  (the "Plan  Administrator")  comprised  of two or more members of the
senior management of that Foreign Subsidiary  appointed from time to time by the
Microchip Board of Directors.  The Plan Administrator  shall have full authority
to  administer  the Plan,  including  authority  to  interpret  and construe any
provision of the Plan and to adopt such rules and regulations for  administering
the Plan as it may deem necessary.  Decisions of the Plan Administrator shall be
subject  to  ratification  by the  Microchip  Board of  Directors  and,  when so
ratified,  shall be final and binding on all parties who have an interest in the
Plan.

     IV.  PURCHASE PERIODS

          A.   Shares of Common  Stock shall be offered for  purchase  under the
Plan through a series of successive  purchase periods until such time as (i) the
maximum  number of shares of Common Stock  available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner  terminated in
accordance with Article VIII.

          B.   The Plan shall be implemented in a series of successive  purchase
periods, each to be of a duration of six (6) months. The initial purchase period
will  begin on June 1, 1994 and end on the last U.S.  business  day in  November
1994.  Subsequent  purchase  periods  shall,  for so long as the Plan remains in
existence,  run from the first U.S.  business  day of  December to the last U.S.
business  day of May and from the first  U.S.  business  day of June to the last
U.S. business day of November.

          C.   No purchase  period shall  commence under the Plan, nor shall any
shares of  Common  Stock be issued  hereunder,  until  such time as (i) the Plan
shall have been approved by the Microchip  Board of Directors and (ii) Microchip
shall have complied with all  applicable  requirements  of the Securities Act of
1933  (as  amended),  all  applicable  listing  requirements  of any  securities
exchange on which shares of the Common Stock are listed and all other applicable
statutory and regulatory requirements.

          D.   The  Participant  shall be granted a separate  purchase right for
each purchase period in which he/she  participates.  The purchase right shall be
granted on the start  date of the  purchase  period  and shall be  automatically
exercised on the last U.S. business day of that purchase period.

          E.   The  acquisition of Common Stock through plan  participation  for
any purchase  period shall neither limit nor require the  acquisition  of Common
Stock by the Participant in any subsequent purchase period.

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     V.   ELIGIBILITY AND PARTICIPATION

          A.   Each Eligible Employee of each Foreign  Subsidiary  participating
in the Plan may join the Plan in accordance with the following provisions:

               -    An individual who is an Eligible Employee with at least
     thirty  (30) days of Service  prior to the start date of the  purchase
     period may enter that  purchase  period on such start  date,  provided
     he/she  enrolls  in the  purchase  period  on or  before  such date in
     accordance with Section V.B below.  Should any such Eligible  Employee
     not enter the purchase  period on the start date,  then he/she may not
     subsequently join that particular purchase period on any later date.

               -    An  individual  who is an Eligible  Employee  with less
     than  thirty  (30) days of Service  on the start date of the  purchase
     period  may  not  participate  in that  purchase  period  but  will be
     eligible  to join the Plan on the  start  date of the  first  purchase
     period  thereafter  on which  he/she is an Eligible  Employee  with at
     least thirty (30) days of Service.

          B.   To participate  for a particular  purchase  period,  the Eligible
Employee must complete the enrollment forms prescribed by the Plan Administrator
(including a purchase agreement and a payroll deduction  authorization) and file
such forms with the Plan Administrator (or its designate) on or before the start
date of that purchase period.

          C.   The payroll  deduction  authorized  by the  Participant  shall be
collected under the Plan in the currency in which paid by the Foreign Subsidiary
and  may be any  multiple  of one  percent  (1%)  of the  Earnings  paid  to the
Participant  during each purchase period,  up to a maximum of ten percent (10%).
Any changes or fluctuations in the exchange rate at which the currency collected
from the  Participant  through such payroll  deductions  is converted  into U.S.
Dollars  on each  purchase  date  under  the Plan  shall be borne  solely by the
Participant.  The deduction rate so authorized  shall continue in effect for the
entire purchase period and for each successive  purchase  period,  except to the
extent such rate is changed in accordance with the following guidelines:

               -    The  Participant  may, at any time during the  purchase
     period, reduce his/her rate of payroll deduction. Such reduction shall
     become  effective as soon as possible  after  filing of the  requisite
     reduction form with the Plan Administrator (or its designate), but the
     Participant  may not effect  more than one such  reduction  during the
     same purchase period.

               -    The  Participant  may,  prior to the start  date of any
     subsequent  purchase period,  increase or decrease the rate of his/her
     payroll  deduction  by  filing  the  appropriate  form  with  the Plan
     Administrator  (or its designate).  The new rate (which may not exceed
     the ten percent (10%) maximum) shall become  effective as of the start
     date of the new six (6)-month purchase period.

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                    Payroll  deductions  will   automatically   cease  upon  the
termination  of  the  Participant's   purchase  right  in  accordance  with  the
applicable provisions of Section VII below.

          VI.  STOCK SUBJECT TO PLAN

               A.   The Common Stock purchasable under the Plan shall, solely in
the discretion of the Microchip  Board,  be made  available from  authorized but
unissued  shares of Common  Stock or from shares of Common Stock  reacquired  by
Microchip,  including  shares of Common Stock purchased on the open market.  The
total  number of shares  which may be  issued  under the Plan  shall not  exceed
248,593(1) shares.

               B.   In the event any  change is made to the  outstanding  Common
Stock by reason of any stock  dividend,  stock split,  combination  of shares or
other  change  affecting  such  outstanding  Common  Stock  as a  class  without
Microchip's receipt of consideration,  appropriate  adjustments shall be made by
the  Microchip  Board of  Directors  to (i) the  class  and  maximum  number  of
securities issuable over the term of the Plan, (ii) the class and maximum number
of securities  purchasable  per  Participant  during any one purchase period and
(iii) the class and number of securities and the price per share in effect under
each purchase right at the time  outstanding  under the Plan.  Such  adjustments
shall be designed to preclude the dilution or enlargement of rights and benefits
under the Plan.

     VII. PURCHASE RIGHTS

          An Eligible  Employee  who  participates  in the Plan for a particular
purchase period shall have the right to purchase shares of Common Stock upon the
terms and  conditions  set forth  below and shall  execute a purchase  agreement
incorporating   such  terms  and  conditions  and  such  other  provisions  (not
inconsistent with the Plan) as the Plan Administrator may deem advisable.

          PURCHASE  PRICE.  Common  Stock  shall be  issuable at the end of each
purchase  period at a purchase price equal to one hundred  percent (100%) of the
LOWER of (i) the fair market value per share on the start date of that  purchase
period or (ii) the fair market value per share on the last U.S.  business day of
that purchase period.

          VALUATION.  The fair  market  value per  share of Common  Stock on any
relevant  date under the Plan shall be the  closing  selling  price per share of
Common Stock on that date, as officially  quoted on the Nasdaq National  Market.
If there is no quoted  selling  price for such date,  then the  closing  selling
price per share of Common Stock on the next  preceding  day for which there does
exist such a quotation shall be determinative of fair market value.

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(1)  Adjusted to reflect:  (i) the three-for-two  stock split of the outstanding
Common Stock effected in November 1994;  (ii) the  three-for-two  stock split of
the  outstanding  Common Stock effected in January 1997,  (iii) the 10,000 share
increase  authorized  by the  Board of  Directors  on  April  25 1997,  (iv) the
three-for-two  stock split of the  outstanding  Common Stock effected in January
2000, (v) the three-for-two stock split of the outstanding Common Stock effected
in September 2000, (vi) the three-for-two  stock split of the outstanding Common
Stock effected in May 2002 and (vii) the 25,000 share increase authorized by the
Board of Directors on March 3, 2003.

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<PAGE>
          NUMBER OF PURCHASABLE  SHARES.  The number of shares  purchasable  per
Participant  during each purchase period shall be determined as follows:  first,
the payroll  deductions in the currency in which  collected from the Participant
during that  purchase  period shall be converted  into U.S.  Dollars on the last
U.S.  business day of the purchase period at the exchange rate in effect on that
day; then, the U.S. Dollar amount calculated for the Participant on the basis of
such  exchange  rate shall be divided by the  purchase  price in effect for such
period to determine  the number of whole shares of Common Stock  purchasable  on
the Participant's behalf for that purchase period.  However, no Participant may,
during  any one  purchase  period,  purchase  more one  thousand  eight  hundred
ninety-nine (1,899) shares of Common Stock.

          PAYMENT.  Payment for the Common Stock  purchased under the Plan shall
be effected by means of the Participant's  authorized  payroll deductions in the
currency in which paid by the Foreign  Subsidiary.  Such deductions  shall begin
with the first full payroll period  beginning with or immediately  following the
start date of the purchase  period and shall  (unless  sooner  terminated by the
Participant)  continue  through the pay day ending with or immediately  prior to
the last day of such purchase period. The amounts so collected shall be credited
to the Participant's  book account under the Plan, but no interest shall be paid
on the  balance  from time to time  outstanding  in such  account.  The  amounts
collected  from a Participant  may be commingled  with the general assets of the
Foreign Subsidiary or Microchip and may be used for general corporate  purposes.
However,  all  purchases  of Common  Stock  under the Plan shall be made in U.S.
Dollars  on the  basis of the  exchange  rate in  effect on the last day of each
purchase period.

          TERMINATION OF PURCHASE RIGHT.  The following  provisions shall govern
the termination of outstanding purchase rights:

          -    A  Participant  may, at any time prior to the last seven (7)
     business days of the Foreign  Subsidiary  falling  within the purchase
     period,  terminate  his/her  outstanding  purchase right by filing the
     prescribed  notification form with the Plan Administrator.  No further
     payroll  deductions  shall  be  collected  from the  Participant  with
     respect to the terminated  purchase right, and any payroll  deductions
     collected  for the purchase  period in which such  termination  occurs
     shall, at the Participant's  election,  be immediately refunded in the
     currency  in  which  paid by the  Foreign  Subsidiary  or held for the
     purchase  of shares  at the end of such  purchase  period.  If no such
     election is made at the time the termination notice is filed, then the
     Participant's payroll deductions shall be refunded as soon as possible
     after the termination date of his/her purchase right.

          -    The termination of such purchase right shall be irrevocable,
     and the  Participant may not  subsequently  rejoin the purchase period
     for which the  terminated  purchase  right  was  granted.  In order to
     resume   participation  in  any  subsequent   purchase  period,   such
     individual  must re-enroll in the Plan (by making a timely filing of a
     new purchase  agreement  and payroll  deduction  authorization)  on or
     before  the date  he/she is first  eligible  to join the new  purchase
     period.

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<PAGE>
          -    If the  Participant  ceases to remain an  Eligible  Employee
     while his/her purchase right is outstanding,  then such purchase right
     shall immediately terminate, and the payroll deductions collected from
     such Participant for the purchase period shall be promptly refunded in
     the  currency  in  which  paid  by  the  Foreign   Subsidiary  to  the
     Participant.  However,  should the Participant's cessation of Eligible
     Employee status occur by reason of death or permanent disability, then
     such  individual  (or  the  personal   representative  of  a  deceased
     Participant) shall have the following  election,  exercisable up until
     the last day of the purchase period:

          -    to withdraw all of the Participant's  payroll deductions for
     such  purchase  period,  in the  currency in which paid by the Foreign
     Subsidiary, or

          -    to have such  funds held for the  purchase  of shares at the
     end of the purchase period.

               If no such  election  is  made,  then  such  funds  shall be
     refunded as soon as possible after the end of the purchase period.  In
     no  event,  however,  may  any  payroll  deductions  be  made  on  the
     Participant's  behalf following his/her cessation of Eligible Employee
     status.

          STOCK  PURCHASE.   Shares  of  Common  Stock  shall  automatically  be
purchased on behalf of each Participant  (other than Participants  whose payroll
deductions  have  previously been refunded in accordance with the Termination of
Purchase Right provisions  above) on the last U.S. business day of each purchase
period.  The purchase shall be effected as follows:  first,  each  Participant's
payroll  deductions  for that  purchase  period  (together  with  any  carryover
deductions  from the  preceding  purchase  period)  shall be converted  from the
currency  in which  paid by the  Foreign  Subsidiary  into U.S.  Dollars  at the
exchange  rate in  effect  on the  purchase  date,  and then the  amount of U.S.
Dollars calculated for each Participant on the basis of such exchange rate shall
be applied to the  purchase  of whole  shares of Common  Stock  (subject  to the
limitation on the maximum number of  purchasable  shares set forth above) at the
purchase price in effect for such purchase  period.  Any payroll  deductions not
applied to such  purchase  because they are not  sufficient  to purchase a whole
share  shall be held  for the  purchase  of  Common  Stock in the next  purchase
period.  However,  any payroll  deductions not applied to the purchase of Common
Stock by reason of the limitation on the maximum number of shares purchasable by
the  Participant  during the purchase  period shall be promptly  refunded to the
Participant in the currency in which paid by the Foreign Subsidiary.

          PRORATION  OF PURCHASE  RIGHTS.  Should the total  number of shares of
Common Stock which are to be purchased  pursuant to outstanding  purchase rights
on any  particular  date exceed the number of shares then available for issuance
under the Plan, the Plan Administrator  shall make a pro-rata  allocation of the
available  shares on a uniform  and  nondiscriminatory  basis,  and the  payroll
deductions  of each  Participant,  to the  extent  in  excess  of the  aggregate
purchase price payable for the Common Stock pro-rated to such individual,  shall
be refunded  to such  Participant  in the  currency in which paid by the Foreign
Subsidiary.

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<PAGE>
          RIGHTS AS STOCKHOLDER.  A Participant shall have no stockholder rights
with respect to the shares subject to his/her  outstanding  purchase right until
the shares are actually purchased on the Participant's behalf in accordance with
the  applicable  provisions  of the  Plan.  No  adjustments  shall  be made  for
dividends,  distributions  or other rights for which the record date is prior to
the date of such purchase.

          A  Participant  shall be entitled to receive,  as soon as  practicable
after the end of each purchase  period,  a stock  certificate  for the number of
shares  purchased on the  Participant's  behalf.  Such certificate may, upon the
Participant's  request,  be issued in the names of the  Participant  and his/her
spouse or may be issued in "street name" for  immediate  deposit in a designated
brokerage account.

          ASSIGNABILITY.  No  purchase  right  granted  under the Plan  shall be
assignable or transferable by the Participant  other than by will or by the laws
of descent and distribution  following the  Participant's  death, and during the
Participant's  lifetime  the  purchase  right shall be  exercisable  only by the
Participant.

          CHANGE IN  OWNERSHIP.  Should  any of the  following  transactions  (a
"Corporate Transaction") occur during the purchase period:

               (i) a merger or other reorganization in which Microchip
          will  not  be  the  surviving   corporation  (other  than  a
          reorganization  effected  primarily  to change  the State in
          which Microchip is incorporated), or

               (ii) a sale of all or substantially  all of Microchip's
          assets in liquidation or dissolution of Microchip, or

               (iii)  a  reverse  merger  in  which  Microchip  is the
          surviving   corporation  but  in  which  more  than  50%  of
          Microchip's  outstanding  voting  stock  is  transferred  to
          person or  persons  different  from those who held the stock
          immediately prior to such merger,

          then  all   outstanding   purchase   rights   under  the  Plan   shall
automatically  be  exercised  immediately  prior to the  effective  date of such
Corporate Transaction by applying the payroll deductions of each Participant for
the purchase period in which such Corporate  Transaction  occurs to the purchase
of whole  shares of Common Stock at one hundred  percent  (100%) of the LOWER of
(i) the fair market  value of the Common Stock on the start date of the purchase
period in which such Corporate  Transaction occurs or (ii) the fair market value
of the Common Stock  immediately  prior to the effective  date of such Corporate
Transaction.  Payroll  deductions  shall be converted from the currency in which
paid by the Foreign  Subsidiary  into U.S.  Dollars on the basis of the exchange
rate in effect on the purchase  date,  and the  applicable  share  limitation of
Article VII shall continue to apply to each such purchase. Should Microchip sell
or  otherwise  dispose  of its  ownership  interest  in any  Foreign  Subsidiary
participating   in  the  Plan,   whether  through  merger  or  sale  of  all  or
substantially  all of the assets or  outstanding  capital  stock of that Foreign
Subsidiary,  then a similar  exercise of  outstanding  purchase  rights shall be
effected  immediately prior to the effective date of such disposition,  but only

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<PAGE>
to the extent those purchase  rights are  attributable  to the employees of such
Foreign Subsidiary.

          Microchip shall use its best efforts to provide at least ten (10)-days
advance written notice of the occurrence of any such Corporate Transaction,  and
the Participants shall,  following the receipt of such notice, have the right to
terminate  their  outstanding  purchase rights in accordance with the applicable
provisions of this Article VII.

    VIII. AMENDMENT AND TERMINATION

          A.   The  Microchip  Board of Directors may alter,  amend,  suspend or
discontinue the Plan with respect to one or more Foreign Subsidiaries  following
the end of any purchase period.  The Microchip Board may also terminate the Plan
in its entirety  immediately  following the end of any purchase period.  In such
event, no further purchase rights shall thereafter be granted or exercised,  and
no further payroll deductions shall thereafter be collected, under the Plan.

     IX.  GENERAL PROVISIONS

          A.   The Plan shall become effective on the designated  Effective Date
for each Foreign  Subsidiary,  PROVIDED  Microchip  shall have complied with all
applicable  requirements  of  the  Securities  Act of  1933  (as  amended),  all
applicable  listing  requirements of any securities  exchange on which shares of
the Common Stock are listed and all other applicable requirements established by
law or regulation.

          B.   The Plan shall  terminate  upon the  EARLIER of (i) the last U.S.
business day in November 2014 or (ii) the date on which all shares available for
issuance  under the Plan  shall  have  been sold  pursuant  to  purchase  rights
exercised under the Plan.

          C.   All costs and expenses incurred in the administration of the Plan
shall be paid by the Foreign Subsidiary.

          D.   Neither  the action of  Microchip  or the Foreign  Subsidiary  in
establishing  the Plan,  nor any action  taken  under the Plan by the  Microchip
Board or the Plan  Administrator,  nor any provision of the Plan itself shall be
construed  so as to grant any  person  the right to remain in the  employ of the
Foreign  Subsidiary  for any  period of  specific  duration,  and such  person's
employment may be terminated at any time, with or without cause.

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<PAGE>
                                   SCHEDULE A

                          LIST OF FOREIGN SUBSIDIARIES
                            PARTICIPATING IN THE PLAN
                               AS OF MARCH 3, 2003


Microchip Technology Australia PTY Ltd.
Microchip Technology Austria GmbH
Microchip Technology Canada Inc.
Arizona Microchip Technology Sarl
Microchip Technology GmbH
Microchip Technology Hong Kong Ltd.
Microchip Technology SRL
Microchip Technology Japan K.K.
Microchip Technology Korea Ltd.
Microchip Technology Mexico, S.DE R.L. DE C.V.
Microchip Technology Singapore Pte. Ltd.
Microchip Technology Switzerland S.A.
Microchip Technology (Barbados) Inc. - Taiwan Branch
Microchip Ltd.

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