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                                                                    EXHIBIT 4.28


     AMENDMENT AGREEMENT (NO. 1) TO JOINT VENTURE AGREEMENT ORIGINALLY DATED
        13TH MARCH 1997 AND AMENDED AND RESTATED AS OF 23RD OCTOBER, 2001


         THIS AMENDMENT AGREEMENT (NO. 1) is made as of 31st January 2002

         BETWEEN:-

(1)      CHARTERED SEMICONDUCTOR MANUFACTURING LTD ("CSM"), a company
         incorporated in Singapore with its registered office at
         60, Woodlands Industrial Park D Street 2, Singapore 738406;

(2)      AGILENT  TECHNOLOGIES  EUROPE B.V.  ("Agilent"),  a company
         incorporated in The Netherlands with its principal place of business
         at Startbaan 16, 1187 XR Amstelveen, The Netherlands;

(3)      EDB INVESTMENTS PTE LTD ("EDBI"), a company incorporated in Singapore
         with its registered office at 250, North Bridge Road, #27-04,
         Raffles City Tower, Singapore 179101; and

(4)      SINGAPEX INVESTMENTS PTE LTD ("SIPL") a company incorporated in
         Singapore with its registered office at 51 Cuppage Road #09-01 StarHub
         Centre, Singapore 229469.

         CSM, Agilent, EDBI and SIPL are collectively referred to herein as
         "Parties" and individually referred to herein as a "Party".

         WHEREAS:-

(A)      The Parties have entered into a Joint Venture Agreement originally
         dated 13 March 1997 and amended and restated as of 23rd October, 2001
         (the "Joint Venture Agreement") for the purpose of regulating their
              ------------------------
         relationship inter se as shareholders in the joint venture company
         called Chartered Silicon Partners Pte Ltd.

(B)      The Parties are entering into this Amendment Agreement (No. 1) to vary
         the Joint Venture Agreement with effect from the date hereof.

         IT IS AGREED as follows:-

1.       INTERPRETATION
         --------------

         All terms and references used in the Joint Venture Agreement and which
         are defined or construed in the Joint Venture Agreement but are not
         defined or construed in this Amendment Agreement (No. 1) shall have the
         same meaning and construction in this Amendment Agreement (No. 1).

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2.       AMENDMENT TO THE JOINT VENTURE AGREEMENT
         ----------------------------------------

         The Parties agree that with effect from the date of this Amendment
         Agreement (No. 1), the following clauses of the Joint Venture Agreement
         shall be amended by deleting the words as evidenced by square brackets
         and by adding the words as evidenced by uppercase text:-

         Clause 5(B) Composition
         -----------------------

         5(B)(iiii)  Agilent and its Permitted Transferees shall collectively be
         entitled to appoint as Director(s) two persons for so long as Agilent
         and its Permitted Transferees' aggregate Shareholding Percentage is
         equal to or exceeds 15 per cent., and one person for so long as
         Agilent and its Permitted Transferees' aggregate Shareholding
         Percentage is equal to or exceeds five per cent. In the event that
         Agilent and its Permitted Transferees' aggregate Shareholding
         Percentage is less than five per cent., CSM and Agilent shall upon the
         written request of Agilent, enter into discussions in respect of
         (1) the Agilent Percentage Commitment and the Company Percentage
         Commitment (as defined in the Assured Supply and Demand Agreement), and
         (2) Agilent's right to continue to appoint one person as a Director.
         THE SHAREHOLDERS AGREE THAT EACH OF THE AGILENT DIRECTORS SHALL NOT BE
         ENTITLED TO VOTE AT ANY MEETINGS OR ON ANY MANAGEMENT DECISIONS OR TO
         APPROVE OR SIGN ANY RESOLUTIONS IN WRITING BUT SHALL BE ENTITLED TO
         RECEIVE ALL NOTICES, AGENDA AND MINUTES OF MEETINGS, RESOLUTIONS IN
         WRITING CIRCULATED OR PASSED, TO ATTEND ALL MEETINGS, TO MAKE
         RECOMMENDATIONS AND GIVE ITS VIEWS AT MEETINGS OR ON CIRCULATED
         DOCUMENTS AND TO HAVE THE SAME NOTED BY THE BOARD AND RECORDED IN THE
         MINUTES OF MEETINGS OR RECORDS OF THE COMPANY. AGILENT MAY WITH THE
         PRIOR WRITTEN CONSENT OF THE SHAREHOLDERS (SUCH CONSENT NOT TO BE
         UNREASONABLY WITHHELD) AMEND THE VOTING RIGHTS OF THE AGILENT DIRECTORS
         GRANTED UNDER THIS AGREEMENT.

         Clause 5(H) Meeting of Directors
         --------------------------------

         (i)         Meetings of the Board shall be held at such times as the
         Board shall determine. Unless otherwise agreed by the Shareholders, a
         meeting of the Board shall be held at least once every six months.

         (ii)        The quorum at a meeting of Directors necessary for the
         transaction of any business of the Company shall be [three] TWO
         Directors, [including] COMPRISING at least one CSM Director [, at
         least one Agilent Director] and the EDBI Director. Not less than
         30 days' notice (or such shorter period of notice in respect of any
         particular meeting as may be agreed by all Directors) specifying the
         date, place and time of the meeting and the business to be transacted
         thereat shall be given to all Directors.

         (iii)       In the event that a meeting of Directors duly convened
         cannot be held for lack of a quorum, the meeting shall be adjourned to
         the same time and day of the following week and at the same place or
         such other agreed upon date (within 30 days of the adjourned meeting
         date), place and time, and notice specifying the date, place and time
         of such adjourned meeting shall

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         be given to all Directors. In the event that a meeting of Directors is
         adjourned twice for lack of a quorum because of the absence of a
         Director appointed by the same Shareholder at each of such inquorate
         meetings, the quorum for the third adjourned meeting shall be two
         Directors [comprising one Director] appointed by [each of] the other
         [two] Shareholder[s].

         (iv)        The Directors may participate in a meeting of the Directors
         by means of a conference telephone or a video conference telephone or
         similar communications equipment by which all persons participating in
         the meeting are able to hear and be heard by all other participants
         without the need for a Director to be in the physical presence of
         another Director(s) and participation in the meeting in this manner
         shall be deemed to constitute presence in person at such meeting. The
         Directors participating in any such meeting shall be counted in the
         quorum for such meeting and subject to there being a requisite quorum
         under paragraphs (ii) or (iii) above (as the case may be) at all times
         during such meeting, all resolutions agreed by the Directors in such
         meeting shall be deemed to be as effective as a resolution passed at a
         meeting in person of the Directors duly convened and held. A meeting
         conducted by means of a conference telephone or a video conference
         telephone or similar communications equipment as aforesaid is deemed
         to be held at the place agreed upon by the Directors attending the
         meeting, provided that at least one of the Directors present at the
         meeting was at that place for the duration of the meeting.

         (v)         In the case of a meeting which is not held in person, the
         fact that a Director is taking part in the meeting must be made known
         to all the other Directors taking part, and no Director may
         intentionally disconnect or cease to take part in the meeting unless
         he makes known to all other Directors taking part that he is ceasing
         to take part in the meeting.

         (vi)        Save as provided in SUB-CLAUSE (B)(III) ABOVE AND
         sub-Clause (I) below, all resolutions of the Directors at a meeting or
         adjourned meeting of the Directors shall be adopted by a simple
         majority vote of the Directors present. Save as provided in
         sub-Clause (G) above, each Director (SAVE FOR AGILENT DIRECTORS WHO
         ARE NOT ENTITLED TO VOTE) shall have one vote.

         (vii)       All resolutions to be passed by way of circulation among
         the Directors (referred to as a "resolution in writing") shall be
         dispatched to each Director contemporaneously. A resolution in writing
         of the Directors shall be as valid and effectual as if it had been a
         resolution passed at a meeting of the Board duly convened and held if
         the resolution in writing is approved and signed by at least one CSM
         Director, [at least one Agilent Director,] the EDBI Director and the
         SIPL Director and may consist of several documents in the like form
         each signed by one or more of the Directors (OTHER THAN THE AGILENT
         DIRECTORS WHO ARE NOT ENTITLED TO SIGN SUCH RESOLUTIONS). The Company
         Secretary shall notify all the Directors in writing of the effective
         date on which such resolution is passed.

         (viii)      None of the following actions shall be taken by the Company
         unless approved by a simple majority vote of the duly represented
         Directors WHO ARE ENTITLED TO VOTE at a duly convened meeting:-

                     (a)  the incurring by the Company of any capital
                          expenditure  in excess of  S$10,000,000 unless
                          included in an approved Company Business Plan;

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                     (b)  the exercise of the Company's borrowing powers in
                          relation to incremental loans carrying a loan tenure
                          exceeding one year (other than those included in an
                          approved Company Business Plan), or financing from new
                          financial institutions;

                     (c)  the approval of any proposed annual Company Business
                          Plan of the Company (other than the first Company
                          Business Plan), provided however that in the event
                          that the Company Business Plan has not been approved
                          prior to the commencement of the new financial year
                          of the Company, until a new Company Business Plan is
                          so approved, the Company shall be operated in
                          accordance with the Company Business Plan most
                          recently approved by the Board; and

                     (d)  any sale, lease, transfer or other disposition of
                          the properties or assets of the Company other than in
                          the ordinary course of business of the Company.

         Clause 5(I) Important Matters Requiring Board's Special Approval
         ----------------------------------------------------------------

         (i)         Subject to any requirements specified by law or by the Act,
         none of the following actions shall be taken by the Company unless with
         the affirmative votes of not less than three-quarters of the duly
         represented Directors WHO ARE ENTITLED TO VOTE at a duly convened
         meeting:-

                     (a)  the approval of any  proposed  annual  Company
                          Business Plan or interim revision of the Company
                          Business Plan of the Company (other than the first
                          Company Business Plan), if it impacts the Company's
                          ability to service Agilent's wafer requirements under
                          the Assured Supply and Demand Agreement provided
                          however that in the event that the annual Company
                          Business Plan has not been approved prior to the
                          commencement of the new financial year of the Company,
                          until a new Company Business Plan is so approved, the
                          Company shall be operated in accordance with the
                          Company Business Plan or interim revision of the
                          Company Business Plan most recently approved by the
                          Board;

                     (b)  the  lease of any real  estate  for an  amount in
                          excess  of  S$5,000,000  unless  included  in an
                          approved Company Business Plan, or the purchase of any
                          real estate;

                     (c)  the entry of the Company into new markets outside of
                          the Business, as defined under Clause 6(A);

                     (d)  any sale, lease, transfer, or other disposition of
                          the properties or assets of the Company in excess of
                          20% of the fair market value of total assets at the
                          time of sale, lease, transfer or other disposition, as
                          the case may be, other than in the ordinary course of
                          business of the Company;

                     (e)  the approval of, or change in, the method of computing
                          the fee payable under the Cost Sharing Agreement or
                          the STPL Group Management and Support Services
                          Agreement unless contemplated in an approved Company
                          Business

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                          Plan;

                     (f)  the termination of research and development services
                          provided by CSM pursuant to the Cost Sharing
                          Agreement, or change in the Fab Equalization policy
                          specified in the Cost Sharing Agreement;

                     (g)  the exercise of any of the Company's borrowing powers
                          in excess of 20% of the fair market value of total
                          assets at the time of borrowing;

                     (h)  the entry into any major alliance unless contemplated
                          in an approved Company Business Plan. For the
                          purposes of this sub-paragraph (h) the expression
                          "Major Alliance" means any major transaction entered
                          into by the Company other than in the ordinary course
                          of business (1) pursuant to which the Company acquires
                          or disposes of intellectual property or other
                          technology rights, (2) pursuant to which the Company
                          is restricted as a result of such transaction in the
                          products or services which it may provide to its
                          customers, including Agilent, or (3) which creates or
                          grants exclusive rights to another party or parties;

                     (i)  the issue by the Company of any guarantee to secure
                          the indebtedness of any person;

                     (j)  the incurring by the Company of any capital
                          expenditure in excess of 20% of the fair market value
                          of total assets at the time of expenditure;

                     (k)  a change in the Debt/Equity Ratio policy specified in
                          Clause 11(B); and

                     (l)  the approval of any proposed interim revision to the
                          annual Company Business Plan which is required in the
                          event (1) there is a negative deviation of actual net
                          income results for a quarter from the existing plan
                          for that quarter which annualized, exceeds 10% of the
                          paid-up share capital of the Company or (2) there is
                          a negative deterioration of forecasted net income for
                          the year from the existing annual Company Business
                          Plan for that year which exceeds 10% of the paid-up
                          share capital of the Company.

         (ii)        Subject to any requirements specified by law or by the Act,
         none of the following actions shall be taken by the Company unless
         with the affirmative votes of each of the CSM Directors, [the Agilent
         Directors,] the EDBI Director and the SIPL Director duly represented
         at a duly convened meeting:-

                     (a)  the change in the authorised, issued or paid-up
                          capital of the Company or the grant of any option
                          over the unissued share capital of the Company;

                     (b)  the listing of the shares in the capital of the
                          Company on any stock exchange;

                     (c)  the winding-up, liquidation or dissolution of the
                          Company or the merger, consolidation or reorganisation
                          of the Company with any corporation, firm or

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                          other body;

                     (d)  any transfer of shares held by a Shareholder in the
                          capital of the Company unless in accordance with
                          Clause 10, Clause 14(B), Clause 14(D) or the Option
                          Agreement, the SIPL Call Option Agreement or the EDBI
                          Call Option Agreement;

                     (e)  the subscription for, or acquisition or disposal of,
                          any shares or interests in any corporation;

                     (f)  the entry into any joint venture; and

                     (g)  the declaration by the Company of dividends for any
                          financial year in excess of the lower of:-

                          (1)  70 per cent. of the profit after tax of the
                               Company  for that  financial year; and

                          (2)  50 per cent. of the retained earnings of the
                               Company.

         Clause 8(B) Management Committee
         --------------------------------

               The Company shall establish a Management Committee based in
         Singapore comprising [three] TWO members with one nominee of CSM [, one
         nominee of Agilent] and the General Manager (the "Management
         Committee"). The Management Committee shall review decisions on the
         allocation of loadings made by the CSM central planning organization
         carried out between the CSM Fabs and the Company Fab, the timing of
         technology introductions and the recommendations made by the Technology
         Committee to meet Company business objectives and to meet current and
         future customer commitments and required qualifications. The Management
         Committee will also review and make recommendations to the General
         Manager, as appropriate, on pricing structure, capacity and mix of
         processes and other operational issues relating to the Company. The
         Management Committee will also provide advice to the General Manager in
         connection with the preparation of the Company Business Plan.


3.       SAVINGS AND INCORPORATION
         -------------------------

(A)      Save as expressly amended by this Agreement (No. 1), the terms and
         conditions of the Joint Venture Agreement shall continue to be in full
         force and effect in all other respects.

(B)      The Joint Venture Agreement and the Amendment Agreement (No. 1) shall
         be construed as one document and this Amendment Agreement (No. 1) shall
         be deemed to be part of the Joint Venture Agreement. Where the context
         so permits, references in the Joint Venture Agreement and in this
         Amendment Agreement (No. 1) to "Joint Venture  Agreement" or "this
         Agreement"  shall be read and construed as references to the Joint
         Venture Agreement as amended and supplemented by this Amendment
         Agreement (No. 1).


4.       COUNTERPARTS
         ------------

         This Amendment Agreement (No. 1) may be executed in any number of
         counterparts and by the parties to it on separate counterparts, each
         of which shall be an original, but all of which

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         together shall constitute one and the same instrument.


5.       GOVERNING LAW
         -------------

         This Amendment Agreement (No. 1) shall be governed by, and construed
         in accordance with, the laws of Singapore.


IN WITNESS WHEREOF the parties have entered into this Amendment Agreement
(No. 1) as of the date stated above.


SIGNED BY BARRY WAITE                       )
                                            )
for and on behalf of                        )
CHARTERED SEMICONDUCTOR MANUFACTURING LTD   )
in the presence of:                         )/s/ Barry Waite
                                             ----------------------------------
/s/ Suzanne Ying
-----------------------
Name: SUZANNE YING



SIGNED BY PHOON WAI MENG                    )
                                            )
for and on behalf of                        )
AGILENT TECHNOLOGIES EUROPE B.V.            )
in the presence of:                         )/s/ Phoon Wai Meng
                                             ----------------------------------
                                             pursuant to a Power of Attorney
/s/ Mary Lynne Tan                           dated 29th January 2002
-----------------------
Name: MARY LYNNE TAN



SIGNED BY: LIOW VOON KHEONG                 )
                                            )
for and on behalf of                        )
EDB INVESTMENTS PTE LTD                     )
in the presence of:                         )/s/ Liow Voon Keong
                                             ----------------------------------

/s/ Monica Ho
-----------------------
Name: MONICA HO

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SIGNED BY PREMOD THOMAS                     )
                                            )
for and on behalf of                        )
SINGAPEX INVESTMENTS PTE LTD                )
in the presence of:                         ) /s/ Premod Thomas
                                             ----------------------------------

/s/ Lena Chia
-----------------------
Name: LENA CHIA



ACKNOWLEDGED AND AGREED TO                  )
by ROB BAXTER                               )
                                            )
for and on behalf of                        )
CHARTERED SILICON PARTNERS PTE LTD          )
Date:-                                      )
In the presence of:-                        ) /s/ Rob Baxter
                                             ----------------------------------

/s/ Suzanne Ying
------------------------
Name: SUZANNE YING

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                         Dated as of 31st January, 2002



                    CHARTERED SEMICONDUCTOR MANUFACTURING LTD


                                     - and -


                        AGILENT TECHNOLOGIES EUROPE B.V.


                                     - and -


                             EDB INVESTMENTS PTE LTD


                                    - and -


                          SINGAPEX INVESTMENTS PTE LTD

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

                           AMENDMENT AGREEMENT (NO. 1)

                                       TO

            JOINT VENTURE AGREEMENT ORIGINALLY DATED 13TH MARCH, 1997
                AND AMENDED AND RESTATED AS OF 23RD OCTOBER, 2001

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