EXHIBIT 2.(c)


                                                                 CONFORMED COPY

                               AU Optronics Corp.
                               ------------------

                 250,000,000 Common Shares (NT$10.00 par value)
              Represented by 25,000,000 American Depositary Shares
        (Plus an option to purchase from the Selling Shareholders up to
              35,000,000 additional Common Shares, represented by
         3,500,000 American Depositary Shares to cover over-allotments)


                      International Underwriting Agreement


                                                             New York, New York
                                                                  May 23 , 2002

Salomon Smith Barney Inc.
UBS AG, acting through its business group UBS Warburg ING Bank N.V. CLSA
Limited Daiwa Securities SMBC Hong Kong Limited Lehman Brothers Inc.
As International Representatives of the several
International Underwriters,
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013


Ladies and Gentlemen:

         AU Optronics Corp. (the "Company"), a corporation organized under the
laws of the Republic of China (the "ROC"), proposes to sell to the several
International Underwriters, for whom the International Representatives are
acting as representatives, 250,000,000 common shares, NT$10.00 par value
("Common Shares") (said shares to be issued and sold by the Company being
hereinafter called the "International Underwritten Shares") in the form of
American depositary shares ("ADSs"). The Selling Shareholders propose to grant
to the International Underwriters an option to purchase up to 35,000,000
additional Common Shares in the form of ADSs to cover over-allotments (the
"International Option Shares" and together with the International Underwritten
Shares, the "International Shares").

         It is understood that the Company and the Selling Shareholders are
concurrently entering into the U.S. Underwriting Agreement (together with this
International Underwriting Agreement, the "Underwriting Agreements") providing
for the sale by the Company of 250,000,000 Common Shares (said shares to be
sold by the Company pursuant to the U.S. Underwriting Agreement being
hereinafter called the "U.S. Underwritten Shares") in the form of ADSs and
providing for the grant to the U.S. Underwriters of an option to purchase from


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the Selling Shareholders up to 35,000,000 additional Common Shares (the "U.S.
Option Shares" and together with the "U.S. Underwritten Shares", the "U.S.
Shares") in the form of ADSs.

         You have also advised the Company that the Shares to be sold by the
Company and the Selling Shareholders to the Underwriters shall be deposited by
the Company and the Selling Shareholders pursuant to the Deposit Agreement, to
be dated as of May 29, 2002 (the "Deposit Agreement"), to be entered into among
the Company, Citibank, N.A., as depositary (the "Depositary") and all holders
and beneficial owners from time to time of the ADSs. Upon deposit of any Common
Shares, the Depositary will issue American depositary shares representing the
Shares so deposited. The ADSs will be evidenced by American depositary receipts
(the "ADRs"). Each ADS will represent ten (10) Common Shares and each ADR may
represent any number of ADSs. Unless the context otherwise requires, the terms
"Underwritten Securities," "U.S. Underwritten Securities," "Option Securities",
"U.S. Option Securities," "International Underwritten Securities,"
"International Option Securities," "International Securities" and "Securities"
shall be deemed to refer, respectively, to Underwritten Shares, U.S.
Underwritten Shares, Option Shares, U.S. Option Shares, International
Underwritten Shares, International Option Shares, International Shares and
Shares as well as, in each case, to any ADSs representing such securities and
the ADRs evidencing such ADSs, and, in the case of the "Underwritten
Securities," to any Certificates of Payment (as hereinafter defined).

         It is further understood and agreed that the U.S. Underwriters and the
International Underwriters have entered into an Agreement Between U.S.
Underwriters and International Underwriters dated the date hereof (the
"Agreement Between U.S. Underwriters and International Underwriters"), pursuant
to which, among other things, the International Underwriters may purchase from
the U.S. Underwriters a portion of the U.S. Securities to be sold pursuant to
the U.S. Underwriting Agreement and the U.S. Underwriters may purchase from the
International Underwriters a portion of the International Securities to be sold
pursuant to this International Underwriting Agreement.

         To the extent there are no additional International Underwriters
listed on Schedule I other than you, the term International Representatives as
used in this Agreement shall mean you, as International Underwriters, and the
terms International Representatives and International Underwriters shall mean
either the singular or plural as the context requires. In addition, to the
extent that there is not more than one Selling Shareholder named in Schedule
II, the term Selling Shareholders shall mean the singular. The use of the
neuter in this Agreement shall include the feminine and masculine wherever
appropriate. Certain terms used in this Agreement are defined in Section 20
hereof.

1.   Representations and Warranties.

         (i) The Company represents and warrants to, and agrees with, each
International Underwriter as set forth below in this Section 1.

             (a) The Company has prepared and filed with the Commission a
     Registration Statement (file number 333-87418) on Form F-1, including
     related preliminary prospectuses, for registration under the Act of the
     offering and sale of the

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     Securities. The Company may have filed one or more amendments thereto,
     including the related preliminary prospectuses, each of which has
     previously been furnished to you. The Company will next file with the
     Commission either (1) prior to the Effective Date of the Registration
     Statement, a further amendment to such registration statement (including
     the form of final prospectuses) or (2) after the Effective Date of the
     Registration Statement, final prospectuses in accordance with Rules 430A
     and 424(b). In the case of clause (2), the Company has included in the
     Registration Statement, as amended at the Effective Date, all information
     (other than Rule 430A Information) required by the Act and the rules
     thereunder to be included in the Registration Statement and the
     Prospectuses with respect to the Securities and the offering thereof in
     the form of ADSs. As filed, such amendment and form of final prospectuses,
     as the case may be, or such final prospectuses, shall contain all Rule
     430A Information, together with all other such required information with
     respect to the Securities and the offering thereof in the form of ADSs,
     and, except to the extent the International Representatives shall agree in
     writing to a modification, shall be in all substantive respects in the
     form furnished to you prior to the Execution Time or, to the extent not
     completed at the Execution Time, shall contain only such specific
     additional information and other changes (beyond that contained in the
     latest Preliminary Prospectuses) as the Company has advised you, prior to
     the Execution Time, will be included or made therein.

         It is understood that two forms of prospectuses are to be used in
connection with the offering and sale of the Securities: one form of prospectus
relating to the U.S. Securities, which are to be offered and sold to United
States and Canadian Persons, and one form of prospectus relating to the
International Securities, which are to be offered and sold to persons other
than United States and Canadian Persons. The U.S. Prospectus and the
International Prospectus are identical except for the outside front cover page
and the outside back cover page.

             (b) On the Effective Date, the Registration Statement did or will,
     and when the Prospectuses are first filed (if required) in accordance with
     Rule 424(b) and on the Closing Date (as defined in this Agreement ) and on
     any date on which Option Securities are purchased, if such date is not the
     Closing Date (a "settlement date"), each Prospectus (and any supplements
     thereto) will comply in all material respects with the applicable
     requirements of the Act and the rules thereunder; on the Effective Date
     and at the Execution Time, the Registration Statement did not or will not
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary in order to make
     the statements therein not misleading; and, on the Effective Date, each
     Prospectus, if not filed pursuant to Rule 424(b), will not, and on the
     date of any filing pursuant to Rule 424(b) and on the Closing Date and any
     settlement date, each Prospectus (together with any supplement thereto)
     will not, include any untrue statement of a material fact or omit to state
     a material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;
     provided, however, that the Company makes no representations or warranties
     as to the information contained in or omitted from the Registration
     Statement, or the Prospectuses (or any supplement thereto) in reliance
     upon and in conformity with information furnished in writing to the
     Company by or on behalf of any Underwriter through the Representatives
     specifically for

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     inclusion in the Registration Statement or the Prospectuses (or any
     supplement thereto).

             (c) The Company has filed with the Commission a registration
     statement (file number 333-88080) on Form F-6 for the registration under
     the Act of the offering and sale of the ADSs. The Company may have filed
     one or more amendments thereto, each of which has previously been
     furnished to you. Such ADR Registration Statement at the time of its
     effectiveness did or will comply, and on the Closing Date will comply, in
     all material respects, with the applicable requirements of the Act and the
     rules thereunder and at the time of its Effective Date and at the
     Execution Time, did not and will not contain any untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading.

             (d) Upon issuance by the Depositary of ADSs evidenced by ADRs
     against deposit of Underwritten Shares (initially in the form of
     certificates of payment that represent the irrevocable right to receive
     such Shares (the "Certificates of Payment")) in accordance with the
     provisions of the Deposit Agreement, such ADRs will be duly and validly
     issued and persons in whose names the ADRs are duly registered with the
     Depositary will be entitled to the rights specified in the ADRs and in the
     Deposit Agreement; the Deposit Agreement and the ADRs conform in all
     material respects to the descriptions thereof contained in the
     Prospectuses; and upon the sale and delivery to the International
     Underwriters of the International Underwritten Securities, and payment
     therefor pursuant to this Agreement, the International Underwriters will
     acquire good, marketable and valid title to such International
     Underwritten Securities, subject to the terms of the Deposit Agreement,
     free and clear of all pledges, liens, security interests, charges, claims
     or encumbrances of any kind.

             (e) Other than as set forth in the Prospectuses and so long as this
     Agreement, the Certificates of Payment, the cross receipt and any other
     documents which are deemed "receipts" under the ROC Stamp Duty Law are
     executed outside of the ROC, no stamp or other issuance or transfer taxes
     or duties and no capital gains, income, withholding or other taxes (except
     such income taxes as may be imposed by the ROC government or any political
     subdivision or taxing authority thereof or therein on payments thereunder
     to any Underwriter, or on payments under the Deposit Agreement to the
     Depositary, where the net income of such Underwriter or of the Depositary
     is subject to tax by the ROC or withholding, if any, with respect to any
     such income tax) are payable by or on behalf of the Underwriters to the
     ROC or to any political subdivision or taxing authority thereof or therein
     in connection with (i) the issuance and delivery of the Certificates of
     Payment or the sale and delivery of the Underwritten Shares in the manner
     contemplated in the Prospectuses and pursuant to the terms of this
     Agreement, (ii) the deposit with the Depositary or its custodian of the
     Certificates of Payment or the Underwritten Shares against the issuance of
     the ADRs evidencing the ADSs, (iii) the sale and delivery outside the ROC
     by the Underwriters of the ADSs, as contemplated herein or (iv) the
     execution and delivery of, or performance by any party of its obligations
     under, this Agreement and the Deposit Agreement.

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             (f) Except as described in the Prospectuses, all cash dividends and
     other distributions declared and payable on the Common Shares may under
     current ROC law and regulations be paid to the Depositary and to the
     holders of Securities, as the case may be, in the ROC in New Taiwan
     dollars ("NT dollars") without obtaining any government approvals and may
     be converted into foreign currency that may be transferred out of the ROC
     in accordance with the Deposit Agreement, and no other withholding or
     other taxes under the laws and regulations of the ROC are currently
     required to be imposed in connection with the declaration and payment by
     the Company of dividends and other distributions in respect of its capital
     stock.

             (g) The Company believes that it is not a Passive Foreign
     Investment Company ("PFIC") within the meaning of Section 1297 of the
     United States Internal Revenue Code of 1986, as amended, and does not
     expect to become a PFIC in the future.

             (h) Each of the Company and the Subsidiaries has been duly
     incorporated and is validly existing as a corporation, and where
     applicable, in good standing under the laws of the jurisdiction in which
     it is chartered or organized with full corporate power and authority to
     own or lease, as the case may be, and to operate its properties and
     conduct its business as described in the Prospectuses and is duly
     qualified to do business as a foreign corporation and, where applicable,
     is in good standing under the laws of each jurisdiction which requires
     such qualification, except where the failure to be so qualified or be in
     good standing would not, individually or in the aggregate, have a material
     adverse effect on the condition (financial or otherwise), earnings,
     business or properties of the Company and the Subsidiaries, taken as a
     whole.

             (i) All the outstanding shares of capital stock of each Subsidiary
     have been duly and validly authorized and issued and are fully paid and
     nonassessable, and, except as otherwise set forth in the Prospectuses, all
     outstanding shares of capital stock of the Subsidiaries are owned by the
     Company either directly or through wholly-owned subsidiaries free and
     clear of any perfected security interest or any other security interests,
     claims, liens or encumbrances.

             (j) The Company's authorized equity capitalization is as set forth
     in the Prospectuses; the capital stock of the Company conforms in all
     material respects to the description thereof contained in the
     Prospectuses; the outstanding Common Shares (including the Option Shares
     being sold pursuant to the Underwriting Agreements by the Selling
     Shareholders), have been duly and validly authorized and issued and are
     fully paid and nonassessable; the Underwritten Shares being sold under the
     Underwriting Agreements (including those represented by Certificates of
     Payment) by the Company have been duly and validly authorized, and, when
     issued and delivered against payment of the purchase price for the
     Underwritten Securities by the International Underwriters pursuant to this
     Agreement and by the U.S. Underwriters pursuant to the U.S. Underwriting
     Agreement, will be fully paid and nonassessable; all of the issued and
     outstanding Common Shares of the Company have been duly listed, and
     admitted and authorized for trading, on the Taiwan Stock Exchange; the
     Underwritten Shares will be duly listed and admitted for trading on the
     Taiwan Stock Exchange upon the exchange of the Certificates of Payment;
     the Securities being sold


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     under the Underwriting Agreements by the Company are duly listed, and
     admitted and authorized for trading, subject to official notice of
     issuance, on the New York Stock Exchange; the certificates for the
     Underwritten Securities are in valid and sufficient form; the holders of
     outstanding shares of capital stock of the Company are not entitled to
     preemptive or other rights to subscribe for the Securities, except for
     such rights that have been effectively waived; and, except as set forth in
     the Prospectuses, no options, warrants or other rights to purchase,
     agreements or other obligations to issue, or rights to convert any
     obligations into or exchange any securities for, shares of capital stock
     of or ownership interests in the Company are outstanding.

             (k) There is no franchise, contract or other document of a
     character required to be described in the Registration Statement, ADR
     Registration Statement or Prospectuses, or to be filed as an exhibit
     thereto, which is not described or filed as required.

             (l) Each of this Agreement and the Deposit Agreement has been duly
     authorized, executed and delivered by the Company; and the Deposit
     Agreement constitutes a valid and binding obligation of the Company
     enforceable in accordance with its terms, subject to applicable
     bankruptcy, insolvency, reorganization, moratorium and similar laws
     affecting creditors' rights generally.

             (m) The Company is not and, after giving effect to the offering and
     sale of the Securities and the application of the proceeds thereof as
     described in the Prospectuses, will not be, an "investment company" within
     the meaning of and subject to regulation under the Investment Company Act
     of 1940, as amended.

             (n) No consent, approval, authorization, filing with, or order of,
     any court or governmental agency or body is required in connection with
     the transactions contemplated in this Agreement or in the Deposit
     Agreement, except for (i) registration of the Securities under the Act and
     any filings required under Rule 424 of the Act; (ii) registration of the
     Securities under the Exchange Act; (iii) the approval of the Central Bank
     of China in the ROC (the "CBC") of foreign exchange settlements and
     payments contemplated by the Deposit Agreement; (iv) the filings and
     approvals, if any, required under (A) the "Guidelines for Handling
     Issuance and Offer of Overseas Securities by Issuers of the ROC (the
     "Overseas Offering Rules"), and (B) the rules and regulations of the
     Taiwan Stock Exchange, the Securities and Futures Commission of the ROC
     (the "SFC") and the CBC; (v) the registration of the Underwritten Shares
     with the Science-Based Industrial Park Administration of the ROC ("SIPA"),
     which shall be filed by the Company within 15 days of the Closing Date;
     (vi) any government authorizations as may be required under state
     securities, or "blue sky" laws, of the U.S. or the laws of other
     jurisdictions outside the ROC and the U.S. in connection with the purchase
     and distribution of the Securities by the Underwriters in the manner
     contemplated herein and in the Prospectuses; and (vii) those approvals
     which have been obtained under the laws of the ROC and are in full force
     and effect as of the date hereof, including the approval of SIPA, the
     approval of the CBC and the approvals of the SFC.

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             (o) Neither the sale of the Underwritten Securities by the Company,
     nor the execution and delivery of this Agreement or the Deposit Agreement,
     nor the consummation of any other of the transactions contemplated herein
     or in the Deposit Agreement, nor the fulfillment of the terms hereof or of
     the Deposit Agreement, will conflict with, result in a breach or violation
     of, or imposition of any lien, charge or encumbrance upon any property or
     assets of the Company or any of the Subsidiaries pursuant to, (i) the
     articles of incorporation of the Company or the constituent documents of
     any of the Subsidiaries, (ii) the terms of any indenture, contract, lease,
     mortgage, deed of trust, note agreement, loan agreement or other
     agreement, obligation, condition, covenant or instrument to which the
     Company or any of the Subsidiaries is a party or bound or to which its or
     their property is subject, or (iii) any statute, law, rule, regulation,
     judgment, order or decree applicable to the Company or any of the
     Subsidiaries of any court, regulatory body, administrative agency,
     governmental body, arbitrator or other authority having jurisdiction over
     the Company or any of the Subsidiaries or any of its or their properties,
     except, with regard to clause (ii) or (iii) above, such as would not
     individually or in the aggregate, have a material adverse effect on (A)
     the performance by the Company of its obligations under this Agreement or
     the Deposit Agreement or the consummation of any of the transactions
     contemplated herein or therein or (B) the condition (financial or
     otherwise), earnings, business or properties of the Company and the
     Subsidiaries, taken as a whole.

             (p) There are no contracts, agreements or understandings between
     the Company and any person granting to such person the right to require
     the Company to file a registration statement under the Act with respect to
     any securities of the Company or to require the Company to include such
     securities with the ADSs registered pursuant to the Registration
     Statement.

             (q) The consolidated historical financial statements and schedules
     of the Company and its consolidated subsidiaries included in the
     Prospectuses and the Registration Statement present fairly in all material
     respects the financial condition, results of operations and cash flows of
     the Company as of the dates and for the periods indicated, comply as to
     form, in all material respects, with the applicable accounting
     requirements of the Act and have been prepared in conformity with
     generally accepted accounting principles applied on a consistent basis
     throughout the periods involved (except as otherwise noted therein). The
     summary and selected financial data included in the Prospectuses and
     Registration Statement fairly present, in all material respects, on the
     basis stated in the Prospectuses and the Registration Statement, the
     information included therein. The pro forma financial statements included
     in the Prospectuses and the Registration Statement include assumptions
     that provide a reasonable basis for presenting the significant effects
     directly attributable to the transactions and events described therein,
     the related pro forma adjustments give appropriate effect to those
     assumptions, and the pro forma adjustments reflect the proper application
     of those adjustments to the historical financial statement amounts in the
     pro forma financial statements included in the Prospectuses and the
     Registration Statement. The pro forma financial statements included in the
     Prospectuses and the Registration Statement comply as to form in all
     material respects with the applicable accounting requirements of
     Regulation S-X under the Act and the pro forma


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     adjustments have been properly applied to the historical amounts in the
     compilation of those statements.

             (r) Neither the Company nor any of the Subsidiaries has sustained
     since the date of the latest audited financial statements included in the
     Prospectuses any material loss or interference with its business from
     fire, explosion, flood or other calamity, whether or not covered by
     insurance, or from any labor dispute or court or governmental action,
     order or decree, other than as set forth or contemplated in the
     Prospectuses, and, since the respective dates as of which information is
     given in the Registration Statement and the Prospectuses, there has not
     been any material change in the capital stock or long-term debt of the
     Company or the Subsidiaries or any change, or any development involving a
     prospective change, that would have a material adverse effect on the
     condition (financial or otherwise), earnings, business or properties of
     the Company and the Subsidiaries taken as a whole, whether or not arising
     from transactions in the ordinary course of business, except as set forth
     or contemplated in the Prospectuses (exclusive of any supplement thereto).

             (s) Except as set forth in or contemplated in the Prospectuses
     (exclusive of any supplement thereto), there are no legal or governmental
     proceedings pending or, to the knowledge of the Company after due inquiry,
     threatened that (i) could reasonably be expected to have a material
     adverse effect on the performance of this Agreement or the consummation of
     any of the transactions contemplated hereby or (ii) could reasonably be
     expected to have a material adverse effect on the condition (financial or
     otherwise), earnings, business or properties of the Company and the
     Subsidiaries, taken as a whole, whether or not arising from transactions
     in the ordinary course of business.

             (t) Each of the Company and each of the Subsidiaries owns or
     leases all such properties as are necessary to the conduct of its
     operations as presently conducted.

             (u) The Company and the Subsidiaries have good and marketable
     title to all real property and good and marketable title to all personal
     property owned by them which is material to the business of the Company
     and the Subsidiaries, in each case free and clear of all liens,
     encumbrances and defects except such as are described in the Prospectuses
     or such as do not materially affect the value of such property and do not
     materially interfere with the use made and proposed to be made of such
     property by the Company or the Subsidiaries; and any real property and
     buildings held under lease by the Company or any of the Subsidiaries are
     held under valid, subsisting and enforceable leases with such exceptions
     as are not material and do not materially interfere with the use made and
     proposed to be made of such property and buildings by the Company or such
     Subsidiary, except as described in the Prospectuses.

             (v) Neither the Company nor any of the Subsidiaries is in
     violation or default of (i) any provision of its articles of incorporation
     or bylaws, (ii) the terms of any indenture, contract, lease, mortgage,
     deed of trust, note agreement, loan agreement or other agreement,
     obligation, condition, covenant or instrument to which it is a party or
     bound or to which its property is subject, or (iii) any statute, law,
     rule,


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     regulation, judgment, order or decree of any court, regulatory body,
     administrative agency, governmental body, arbitrator or other authority
     having jurisdiction over the Company or such Subsidiary or any of its
     properties, as applicable, except such violations or defaults which,
     individually or in the aggregate, would not have a material adverse effect
     on the condition (financial or otherwise), earnings, business or
     properties of the Company and the Subsidiaries, taken as a whole, whether
     or not arising from transactions in the ordinary course business.

             (w) Each of KPMG, who has certified certain financial statements
     of the Company and its consolidated subsidiaries and delivered a report
     with respect to the audited consolidated financial statements and
     schedules included in the Prospectuses, and Diwan, Ernst and Young, who
     has certified certain financial statements of Unipac Optoelectronics
     Corporation and delivered reports with respect to the audited consolidated
     financial statements and schedules included in the Prospectuses, are
     independent public accountants with respect to the Company and Unipac
     Optoelectronics Corporation, respectively, within the meaning of the Act
     and the applicable published rules and regulations thereunder.

             (x) No material labor dispute with the employees of the Company or
     any of the Subsidiaries exists, or, to the knowledge of the Company, is
     imminent, except as set forth in or contemplated in the Prospectuses.

             (y) The Company and the Subsidiaries are insured by insurers of
     recognized financial responsibility against such losses and risks and in
     such amounts as are prudent and customary in the businesses in which they
     are engaged; neither the Company nor any Subsidiary has been refused any
     insurance coverage sought or applied for; and the Company has no reason to
     believe that either the Company or any of the Subsidiaries will be unable
     to renew its existing insurance coverage as and when such coverage expires
     or to obtain similar coverage from similar insurers as may be necessary to
     continue their respective businesses at a cost that would not have a
     material adverse effect on the condition (financial or otherwise),
     earnings, business or properties of the Company and the Subsidiaries,
     taken as a whole, whether or not arising from transactions in the ordinary
     course of business, except as set forth in or contemplated in the
     Prospectuses.

             (z) Each of the Company and the Subsidiaries possesses all
     licenses, certificates, permits and other authorizations issued by the
     appropriate regulatory authorities necessary to own or lease their
     respective properties and conduct their respective businesses, and neither
     the Company nor any Subsidiary has received any notice of proceedings
     relating to the revocation or modification of any such certificate,
     authorization or permit which, singly or in the aggregate, if the subject
     of an unfavorable decision, ruling or finding, would have a material
     adverse effect on the condition (financial or otherwise), earnings,
     business or properties of the Company and the Subsidiaries, taken as a
     whole, whether or not arising from transactions in the ordinary course of
     business, except as set forth in or contemplated in the Prospectuses
     (exclusive of any supplement thereto).


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              (aa) The Company maintains a system of internal accounting
     controls sufficient to provide reasonable assurance that (i) transactions
     are executed in accordance with management's general or specific
     authorizations; (ii) transactions are recorded as necessary to permit
     preparation of financial statements in conformity with generally accepted
     accounting principles and to maintain asset accountability; (iii) access
     to assets is permitted only in accordance with management's general or
     specific authorization; and (iv) the recorded accountability for assets is
     compared with the existing assets at reasonable intervals and appropriate
     action is taken with respect to any differences.

              (bb) Neither the Company nor any of the Subsidiaries has taken,
     directly or indirectly, any action that has constituted or that was
     designed to or might reasonably be expected to cause or result in, under
     the Exchange Act or otherwise, the stabilization or manipulation of the
     price of any security of the Company to facilitate the sale or resale of
     the Securities.

              (cc) Except as set forth or contemplated in the Prospectuses, the
     Company and the Subsidiaries are (i) in compliance with any and all
     applicable foreign, federal, state and local laws and regulations relating
     to the environment or use, disposal or release or protection of human
     exposure to hazardous or toxic substances or wastes, pollutants or
     contaminants ("Environmental Laws") (ii) have received and are in
     compliance with all permits, licenses or other approvals required of them
     under applicable Environmental Laws to conduct their respective businesses
     and (iii) have not received notice of any actual or potential liability
     for the investigation or remediation of any disposal or release of
     hazardous or toxic substances or wastes, pollutants or contaminants,
     except where such non-compliance with Environmental Laws, failure to
     receive required permits, licenses or other approvals, or liability would
     not, individually or in the aggregate, have a material adverse effect on
     the condition (financial or otherwise), earnings, business or properties
     of the Company and the Subsidiaries, taken as a whole, whether or not
     arising from transactions in the ordinary course of business.

              (dd) The subsidiaries listed on Annex A attached hereto are the
     only subsidiaries of the Company.

              (ee) The Company and the Subsidiaries own, possess or are
     licensed under, or can acquire on reasonable terms, all material patents,
     patent rights, licenses, inventions, copyrights, know-how (including trade
     secrets and other unpatented and/or unpatentable proprietary or
     confidential information, systems or procedures), trademarks, service
     marks and trade names ("Intellectual Property") currently employed by them
     and reasonably necessary to conduct the business now operated by them and
     as proposed in the Prospectuses to be conducted, and except as set forth
     in the Prospectuses, none of the Company or the Subsidiaries has received
     any notice of infringement of the foregoing Intellectual Property rights
     or that the Company or the Subsidiaries is in conflict with asserted
     rights of others, that if determined adversely to the Company would singly
     or in the aggregate have a material adverse effect on the condition
     (financial or otherwise), earnings, business or properties of the Company
     and the Subsidiaries, taken as a whole.

                                      10
<PAGE>

              (ff) Except as disclosed in the Prospectuses and to the Company's
     knowledge after due inquiry, no relationship, direct or indirect, exists
     between or among any of the Company or the Subsidiaries on the one hand,
     and the directors, officers, supervisors, shareholders, customers or
     suppliers of any of the Company or the Subsidiaries on the other hand,
     that is required by the Act to be described in the Prospectuses.

              (gg) This Agreement, the Deposit Agreement, the Certificates of
     Payment, the certificates evidencing the Underwritten Shares, and any
     other documents to be furnished hereunder are in proper form under the
     laws of the ROC for the enforcement thereof against the Company under the
     laws of ROC; to ensure the legality, validity, enforceability and
     admissibility into evidence in the ROC of each such agreement or document,
     it is not necessary that any such agreement or document be filed or
     recorded with any court or other authority in the ROC, other than the
     filing of the Deposit Agreement as required under the Overseas Offering
     Rules as set forth in Section 1 (i)(n) hereof, or that any stamp or
     similar tax be paid in the ROC or in respect of any such agreement or
     document, it being understood that in court proceedings in the ROC a
     translation into the Chinese language may be required.

              (hh) Under the laws of the ROC, each holder of ADRs evidencing
     ADSs issued pursuant to the Deposit Agreement shall be entitled, subject
     to the Deposit Agreement, to seek enforcement of its rights through the
     Depositary or the Depositary's nominee registered as representative of the
     holders and beneficial owners of the ADRs in a direct suit, action or
     proceeding against the Company.

              (ii) The Company has complied with all provisions of Section
     517.075, Florida Statutes relating to doing business with the Government
     of Cuba or with any person or affiliate located in Cuba.

         Any certificate signed by any officer of the Company, in his or her
capacity as an officer of the Company, and delivered to the Representatives or
counsel for the Underwriters in connection with the offering of the Securities
shall be deemed a representation and warranty by the Company, as to matters
covered thereby, to each International Underwriter.

         (ii) Each Selling Shareholder represents and warrants to, and agrees
with, each International Underwriter that:

              (a) Such Selling Shareholder has been duly incorporated and is
     validly existing with limited liability under the laws of the jurisdiction
     in which it is chartered or organized, and this Agreement and the Power of
     Attorney appointing certain individuals as such Selling Shareholder's
     attorneys-in-fact to the extent set forth therein, relating to the
     transactions contemplated hereby and by the Registration Statement (the
     "Power of Attorney") have been duly authorized, executed and delivered by
     such Selling Shareholder and such Power of Attorney constitutes a valid
     and binding obligation of such Selling Shareholder enforceable in
     accordance with its terms, subject to applicable bankruptcy, insolvency,
     reorganization, moratorium and similar laws affecting creditors' rights
     generally.

                                      11
<PAGE>

              (b) The International Option Shares being sold under this
     Agreement by such Selling Shareholder have been duly and validly
     authorized and are fully paid and nonassessable; upon issuance by the
     Depositary of ADSs evidenced by ADRs against deposit in accordance with
     the provisions of the Deposit Agreement of the International Option Shares
     to be sold by such Selling Shareholder to the International Underwriters,
     such ADRs will be duly and validly issued, and persons in whose names such
     ADRs are duly registered with the Depositary will be entitled to the
     rights specified in the ADRs and in the Deposit Agreement; upon the sale
     and delivery to the International Underwriters of the International
     Securities to be purchased from such Selling Shareholder, and payment
     therefor pursuant to this Agreement, the International Underwriters will
     acquire good, marketable and valid title to such International Securities
     subject to the terms of the Deposit Agreement, free and clear of all
     pledges, liens, security interests, charges, claims or encumbrances of any
     kind; assuming the Deposit Agreement has been duly authorized and
     delivered by the parties thereto, the International Option Shares to be
     deposited by the Selling Shareholders may be freely deposited with the
     Depositary against issuance of ADRs evidencing ADSs and the ADSs delivered
     at the settlement date will be freely transferable by such Selling
     Shareholder to or for the account of the several International
     Underwriters and (to the extent described in the Prospectuses) the initial
     purchasers thereof; and there are no restrictions on subsequent transfers
     of the International Option Securities under the laws of the ROC and of
     the United States except as described in the Prospectuses under the
     captions "Description of Our Share Capital," "Description of American
     Depositary Shares" or "Foreign Investment and Exchange Controls in
     Taiwan."

              (c) Such Selling Shareholder is the beneficial owner of the
     International Option Shares to be deposited with the Depositary against
     issuance of the ADRs evidencing the ADSs to be sold by such Selling
     Shareholder hereunder, and has, and immediately prior to any settlement
     date will have, good and valid title to such International Option Shares,
     in each case free and clear of all liens, encumbrances, equities and
     claims.

              (d) No consent, approval, authorization or order of any court or
     governmental agency or body having jurisdiction over such Selling
     Shareholder is required for the deposit of Shares by such Selling
     Shareholder in accordance with the terms of the Deposit Agreement with the
     Depositary against issuance of the ADRs evidencing the ADSs to be
     delivered at the settlement date for the sale and delivery of the ADSs to
     be sold by such Selling Shareholder hereunder, and for the execution,
     delivery and performance by such Selling Shareholder of this Agreement,
     except (i) such as may have been obtained under the Act, (ii) such as may
     be required under the "blue sky" laws of any state, (iii) such as may be
     required under the securities laws of any jurisdiction outside the United
     States or the ROC in connection with the purchase and distribution of the
     Securities by the Underwriters, (iv) the filings, if any, required under
     (A) the "Guidelines for Handling Issuance and Offer of Overseas Securities
     by Issuers of the ROC (the "Overseas Offering Rules"), and (B) the rules
     and regulations of the Taiwan Stock Exchange, the Securities and Futures
     Commission of the ROC (the "SFC") and the CBC; and (v) such other
     approvals as have been obtained and are in full force and effect.

                                      12
<PAGE>

              (e) None of the execution and delivery of this Agreement or the
     Power of Attorney of such Selling Shareholder, the deposit of the
     International Option Shares to be sold by such Selling Shareholder with
     the Depositary in accordance with the terms of the Deposit Agreement, the
     sale of the ADSs to be sold by the Selling Shareholder, or the
     consummation of any other of the transactions contemplated in this
     Agreement by such Selling Shareholder or the fulfillment of the terms
     hereof by such Selling Shareholder, will conflict with, result in a breach
     or violation of, or constitute a default under any law or articles of
     incorporation or other constitutive documents of such Selling Shareholder
     or the terms of any indenture or other agreement or instrument to which
     such Selling Shareholder is a party or bound, or any judgment, order or
     decree applicable to such Selling Shareholder or any of its subsidiaries
     of any court, regulatory body, administrative agency, governmental body or
     arbitrator having jurisdiction over such Selling Shareholder, other than
     any such conflict, breach or violation that would not have a material
     adverse effect on the ability of such Selling Shareholder to perform its
     obligations under this Agreement.

              (f) Other than the securities transfer tax required to be paid by
     the Selling Shareholders under ROC laws and so long as this Agreement, the
     Certificates of Payment, the cross-receipt and any other documents which
     are deemed "receipts" under ROC Stamp Duty Law are executed outside the
     ROC, no stamp or other issuance or transfer taxes or duties and no capital
     gains, income, withholding or other taxes (except such income taxes as may
     be imposed by the ROC government or any political subdivision or taxing
     authority thereof or therein on payments thereunder to any Underwriter, or
     on payments under the Deposit Agreement to the Depositary, where the net
     income of such Underwriter or of the Depositary is subject to tax by the
     ROC or withholding, if any, with respect to any such income tax) are
     payable by or on behalf of the Underwriters to the ROC or to any political
     subdivision of taxing authority thereof or therein, in connection with (i)
     the delivery of the Option Shares to be sold by the Selling Shareholder in
     the manner contemplated by this Agreement, (ii) the deposit with the
     Depositary or its custodian of the Option Shares against issuance of the
     ADRs evidencing the ADSs, (iii) the sale and delivery outside the ROC by
     the Underwriters of the ADSs, as contemplated herein or (iv) the execution
     and delivery of, or the performance by any party of its obligations under
     this Agreement and the Deposit Agreement.

              (g) This Agreement is in proper legal form under the laws of the
     jurisdiction of the organization of the Selling Shareholder for the
     enforcement thereof against such Selling Shareholder; and to ensure the
     legality, validity, enforceability and admissibility into evidence in such
     jurisdiction, it is not necessary that this Agreement be filed or recorded
     with any court or other authority therein or that any stamp or similar tax
     be paid therein or in respect of this Agreement.

              (h) Such Selling Shareholder has not taken, directly or
     indirectly, any action that has constituted or that was designed to or
     might reasonably be expected to cause or result in, under the Exchange Act
     or otherwise, the stabilization or manipulation of the price of any
     security of the Company to facilitate the sale or resale of the Option
     Securities; it being understood that neither the sale during April 2002 by
     United Microelectronics Corporation of 80,000,000 Common Shares on April
     23,



                                      13
<PAGE>

     2002 in a public offering in the Republic of China nor the issuance by it
     on May 10, 2002 of bonds that will be exchangeable, at the option of the
     holders thereof, into Common Shares which are held by United
     Microelectronics Corporation shall constitute actions that are the subject
     of this paragraph (h).

         Any certificate signed by any officer of any Selling Shareholder, in
his or her capacity as an officer of such Selling Shareholder, and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by
such Selling Shareholder, as to matters covered thereby, to each International
Underwriter.

2.   Purchase and Sale.

              (a) Subject to the terms and conditions and in reliance upon the
     representations and warranties set forth in this Agreement, the Company
     agrees to sell to each International Underwriter, and each International
     Underwriter agrees, severally and not jointly, to purchase from the
     Company, at a purchase price of US$11.2055 per ADS, the amount of the
     International Underwritten Securities set forth opposite such
     International Underwriter's name in Schedule I to this Agreement.

              (b) Subject to the terms and conditions and in reliance upon the
     representations and warranties set forth in this Agreement, the Selling
     Shareholders hereby grant an option to the several International
     Underwriters to purchase, severally and not jointly, up to 35,000,000
     additional Common Shares represented by ADSs, in the aggregate, at the
     same purchase price per ADS as the International Underwriters shall pay
     for the International Underwritten Securities. Said option may be
     exercised only to cover over-allotments in the sale of the International
     Underwritten Securities by the International Underwriters. Said option may
     be exercised in whole or in part at any time (but not more than once) on
     or before the 30th day after the date of the International Prospectus upon
     written or telegraphic notice by the International Representatives to the
     Company and such Selling Shareholders setting forth the number of shares
     of the International Option Securities as to which the several
     International Underwriters are exercising the option and the settlement
     date. In the event that the International Underwriters exercise less than
     their full over-allotment option, the number of International Option
     Securities to be sold by each Selling Shareholder shall be, as nearly as
     practicable, in the same proportion to each other as are the number of
     International Option Securities listed opposite their names on Schedule
     II. The number of International Option Securities to be purchased by each
     International Underwriter shall be the same percentage of the total number
     of International Option Securities to be purchased by the several
     International Underwriters as such International Underwriter is purchasing
     of the International Underwritten Securities, subject to such adjustments
     as you in your absolute discretion shall make to eliminate any fractional
     shares.

     3. Delivery and Payment. Delivery of and payment for the International
Underwritten Securities and the International Option Securities (if the option
provided for in Section 2(b) hereof shall have been exercised on or before the
third Business Day prior to the Closing Date) shall be made at 10:00 AM, New
York City time, on May 29, 2002, or at such



                                      14
<PAGE>

time on such later date not more than three Business Days after the foregoing
date as the U.S. Representatives and the International Representatives shall
designate, which date and time may be postponed by agreement among the
International Representatives, the U.S. Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for
the International Securities being called in this Agreement the "Closing
Date"). Delivery of the International Securities shall be made to the
International Representatives for the respective accounts of the several
International Underwriters against payment by the several International
Underwriters through the International Representatives of the respective
aggregate purchase prices of the International Securities being sold by the
Company and each of the Selling Shareholders to or upon the order of the
Company and the Selling Shareholders by wire transfer payable in same-day funds
to the accounts specified by the Company and the Selling Shareholders. Delivery
of the International Underwritten Securities and the International Option
Securities shall be made through the facilities of The Depository Trust Company
unless the International Representatives shall otherwise instruct.

         If the option provided for in Section 2(b) hereof is exercised after
the third Business Day prior to the Closing Date, the Selling Shareholders will
deliver (at the expense of the Selling Shareholders) to the International
Representatives, c/o Salomon Smith Barney at 388 Greenwich Street, New York,
New York, on the date specified by the International Representatives (which
shall be within three Business Days after the exercise of said option), ADR
certificates representing the International Option Securities in such names and
denominations as the International Representatives shall have requested for the
respective accounts of the several International Underwriters, against payment
by the several International Underwriters through the International
Representatives of the purchase price thereof to or upon the order of the
Selling Shareholders by wire transfer payable in same-day funds to the accounts
specified by the Selling Shareholders. If settlement for the International
Option Securities occurs after the Closing Date, such Selling Shareholders will
deliver to the International Representatives on the settlement date for the
International Option Securities, and the obligation of the International
Underwriters to purchase the International Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof.

         The ADR certificates evidencing the International Underwritten
Securities and International Option Securities shall be registered in such
names and in such denominations as the International Representatives may
request not less than two full Business Days prior to the applicable Closing
Date and any settlement date.

         It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the U.S. Underwriting Agreement,
and that the settlement date for any International Option Securities occurring
after the Closing Date shall occur simultaneously with the "settlement date"
under the U.S. Underwriting Agreement for any U.S. Option Securities occurring
after the Closing Date.

         4.  Offering by Underwriters. It is understood that the several
International Underwriters propose to offer the International Securities for
sale to the public as set forth in the International Prospectus.

                                      15
<PAGE>

         5.  Agreements.

     (i) The Company agrees with the several International Underwriters that:

              (a) The Company will use its best efforts to cause the
     Registration Statement and the ADR Registration Statement, if not
     effective at the Execution Time, and any amendment thereof, to become
     effective. Prior to the termination of the offering of the Securities, the
     Company will not file any amendment of the Registration Statement or the
     ADR Registration Statement or supplement to the Prospectuses or any Rule
     462(b) Registration Statement unless the Company has furnished you a copy
     for your review prior to filing and will not file any such proposed
     amendment or supplement to which you reasonably object. Subject to the
     foregoing sentence, if the Registration Statement or the ADR Registration
     Statement has become or becomes effective pursuant to Rule 430A, or filing
     of the Prospectuses is otherwise required under Rule 424(b), the Company
     will cause the Prospectuses, properly completed, and any supplement
     thereto, to be filed with the Commission pursuant to the applicable
     paragraph of Rule 424(b) within the time period prescribed and will
     provide evidence satisfactory to the International Representatives of such
     timely filing. The Company will promptly advise the International
     Representatives (1) when the Registration Statement and the ADR
     Registration Statement, if not effective at the Execution Time, shall have
     become effective, (2) when the Prospectuses, and any supplement thereto,
     shall have been filed (if required) with the Commission pursuant to Rule
     424(b) or when any Rule 462(b) Registration Statement or ADR Registration
     Statement shall have been filed with the Commission, (3) when, prior to
     termination of the offering of the Securities, any amendment to the
     Registration Statement or the ADR Registration Statement shall have been
     filed or become effective, (4) of any request by the Commission or its
     staff for any amendment of the Registration Statement, or any Rule 462(b)
     Registration Statement or the ADR Registration Statement, or for any
     supplement to the Prospectuses or for any additional information, (5) of
     the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or the ADR Registration
     Statement or the institution or threatening of any proceeding for that
     purpose and (6) of the receipt by the Company of any notification with
     respect to the suspension of the qualification of the Securities for sale
     in any jurisdiction or the institution or threatening of any proceeding
     for such purpose. The Company will use its best efforts to prevent the
     issuance of any such stop order or the suspension of any such
     qualification and, if issued, to obtain as soon as possible the withdrawal
     thereof.

              (b) If, at any time when a prospectus relating to the Securities,
     in the opinion of counsel for the Underwriters, is required to be
     delivered by an underwriter or dealer under the Act, any event occurs as a
     result of which either of the Prospectuses as then supplemented would
     include any untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of
     the circumstances under which they were made, not misleading, or if it
     shall be necessary to amend the Registration Statement or the ADR
     Registration Statement or supplement either of the Prospectuses to comply
     with the Act or the rules thereunder, the Company promptly will (1) notify
     the Representatives of any such



                                      16
<PAGE>

     event; (2) prepare and file with the Commission, subject to the second
     sentence of paragraph (i)(a) of this Section 5, an amendment or supplement
     which will correct such statement or omission or effect such compliance;
     and (3) supply any supplemented Prospectuses to you in such quantities as
     you may reasonably request.

              (c) As soon as practicable, the Company will make generally
     available to its security holders and to the International Representatives
     an earnings statement or statements of the Company and the Subsidiaries
     which will satisfy the provisions of Section 11(a) of the Act and Rule 158
     under the Act.

              (d) The Company will furnish to the International Representatives
     and counsel for the International Underwriters signed copies of the
     Registration Statement and the ADR Registration Statement (including
     exhibits thereto) and to each other International Underwriter a copy of
     the Registration Statement and the ADR Registration Statement (without
     exhibits thereto) and, so long as delivery of a prospectus by an
     Underwriter or dealer may be required by the Act, as many copies of each
     International Preliminary Prospectus and the International Prospectus and
     any supplement thereto as the International Representatives may reasonably
     request.

              (e) The Company will arrange, if necessary, for the qualification
     of the Securities for sale under the laws of such jurisdictions as the
     International Representatives may designate and will maintain such
     qualifications in effect so long as required for the distribution of the
     International Securities; provided, however, that in no event shall the
     Company be obligated to qualify to do business in any jurisdiction where
     it is not now so qualified or to take any action that would subject it to
     service of process in suits, other than those arising out of the offering
     or sale of the Securities, in any jurisdiction where it is not now so
     subject.

              (f) Except as contemplated pursuant to this Agreement, the
     Company will not, without the prior written consent of Salomon Smith
     Barney Inc., offer, sell, contract to sell, pledge, or otherwise dispose
     of (or enter into any transaction which is designed to, or might
     reasonably be expected to, result in the disposition (whether by actual
     disposition or effective economic disposition due to cash settlement or
     otherwise) by the Company or any affiliate of the Company or any person in
     privity with the Company or any affiliate of the Company) directly or
     indirectly, including the filing (or participation in the filing) of a
     registration statement with the Commission in respect of, or establish or
     increase a put equivalent position or liquidate or decrease a call
     equivalent position within the meaning of Section 16 of the Exchange Act,
     any Common Shares or ADSs or any securities convertible into, or
     exercisable, or exchangeable for, Common Shares or ADSs, or publicly
     announce an intention to effect any such transaction, for a period of 180
     days after the date of this Agreement; provided, however, that the Company
     may issue and sell Common Shares pursuant to any employee stock option
     plan, stock ownership plan or dividend reinvestment plan of the Company in
     effect at the Execution Time and the Company may issue Common Shares
     issuable upon the conversion of securities or the exercise of warrants
     outstanding at the Execution Time, and the Company may take certain
     actions as described in the third paragraph of the UMC Letter relating to
     the offering by United Microelectronics Corporation of bonds that will be
     exchangeable into Common


                                      17
<PAGE>

     Shares or ADSs of the Company; it being understood that the preparation
     (or participation in the preparation) of a registration statement shall
     not constitute the filing (or participation in the filing) of a
     registration statement under this paragraph (f).

              (g) Until the later of (i) the end of a period of 180 days
     following the Closing Date and (ii) the completion of distribution of the
     Securities, the Company will not take, directly or indirectly, any action
     designed to, or which might reasonably be expected to cause or result,
     under the Exchange Act or otherwise, in stabilization or manipulation of
     the price of any security of the Company to facilitate the sale or resale
     of the Common Shares or the ADSs.

              (h) The Company will deposit Underwritten Shares or Certificates
     of Payment with the Depositary in accordance with the terms of the Deposit
     Agreement and will comply with the terms of this Agreement and the Deposit
     Agreement so that ADRs evidencing ADSs representing deposited Underwritten
     Shares or Certificates of Payment, as the case may be, will be executed by
     the Depositary and delivered to the U.S. Underwriters as required hereby.

              (i) The Company will notify the International Representatives
     promptly upon becoming aware of any event or development making untrue, or
     of any change affecting, any of its representations, warranties,
     agreements or indemnities herein at any time prior to payment being made
     to the Company on the Closing Date and will take such steps as may be
     reasonably requested by the International Representatives to remedy the
     same.

              (j) Between the date hereof and the Closing Date (inclusive), the
     Company will, and will cause the Subsidiaries and all other parties acting
     on its behalf to, notify and consult with the International
     Representatives prior to issuing any announcement (unless prevented by
     applicable law or regulation or it is impracticable in light of the
     circumstances) concerning the Securities or which, in the reasonable
     judgment of Company, could be material in the context of the offering and
     distribution of the Securities.

              (k) The Company will use the net proceeds received by it from the
     sale of the ADSs pursuant to this Agreement in the manner specified in the
     Prospectuses under the caption "Use of Proceeds."

              (l) In connection with listing the Shares on the Taiwan Stock
     Exchange and the application to list the ADSs on the New York Stock
     Exchange, the Company will furnish from time to time any and all
     documents, instruments, information and undertakings and publish all
     advertisements or other material that may be necessary in order to effect
     such listings and maintain such listings.

              (m) The Company will pay any stamp, issue, registration,
     documentary, transfer or other taxes and duties, including interest and
     penalties, on or in connection with the creation, issue, offering or sale
     by the Company of the Certificates of Payment, the Underwritten Shares and
     the ADSs (including the deposit by the


                                      18
<PAGE>

     Company of the Underwritten Shares or Certificates of Payment, as the case
     may be, with the Depositary and the issuance and delivery of the ADRs
     evidencing ADSs in exchange therefor by the Depositary to or for the
     account of the Underwriters), the offer, sale and delivery outside the ROC
     by the Underwriters of such ADSs and the execution or delivery of this
     Agreement, including, in any such case, any ROC withholding, transfer or
     similar tax asserted against an Underwriter by reason of the purchase and
     sale of ADSs pursuant to this Agreement (except such income taxes that may
     be imposed by the ROC government or any political subdivision or taxing
     authority thereof or therein on any Underwriter whose net income is
     subject to tax by the ROC or withholding, if any, with respect to any such
     income tax).

              (n) The Company, or one or more agents thereof acting on its
     behalf, will make all filings and registrations, obtain all approvals and
     submit all reports, if any, required for the issuance of the Underwritten
     Shares and Certificates of Payment, the issuance and sale of the ADSs, the
     compliance by the Company with all of the provisions of, and the
     performance by the Company of its obligations under, this Agreement and
     the Deposit Agreement, and the consummation of the transactions
     contemplated herein and therein, including, but not limited, to all
     filings, registrations, approvals and reports set forth in paragraph
     (i)(o) of Section 1 hereof, on or prior to the date on which such filings,
     registrations, approvals or reports, if any, are required to be made,
     obtained or submitted.

              (o) The Underwriters will pay, or reimburse the Company or the
     Selling Shareholders, as the case may be, for amounts paid by the Company
     or the Selling Shareholders in respect of: (i) the fees and expenses of
     KPMG as the Company's accountants and of Diwan, Ernst & Young as the
     accountants of Unipac Optoelectronics Corporation and the fees and
     expenses of counsel (including local and special counsel) for the Company
     and the Selling Shareholders, in each case incurred in connection with the
     initial public offering of the ADSs; (ii) the printing (or reproduction)
     and delivery (including postage, air freight charges and charges for
     counting and packaging) of such copies of the Registration Statement, each
     Preliminary Prospectus, each Prospectus, the ADR Registration Statement,
     and all amendments or supplements to any of them, as may, in each case, be
     requested for use in connection with the offering and sale of the
     Securities; and (iii) the transportation, meeting, lodging and other
     roadshow expenses incurred by or on behalf of Company representatives in
     connection with presentations to prospective purchasers of the Securities;
     it being understood that the Underwriters shall not be required to pay, or
     reimburse the Company for amounts paid in respect of, and the Company
     shall pay or cause to be paid: (i) any registration fees payable to the
     Commission in connection with the registration of the Securities with the
     Commission, (ii) any listing fees and expenses payable in connection with
     the listing of the ADSs on the New York Stock Exchange, (iii) any filing
     fees payable in respect of any filings required to be made with the
     National Association of Securities Dealers, Inc., (iv) the internal costs
     and out-of-pocket fees and expenses incurred by employees of the Company,
     the Selling Shareholders and their respective subsidiaries in connection
     with the initial public offering of the Securities, and (v) any amounts
     payable by the Company under Section 5(i)(m) hereof; and provided further,
     that the Underwriters shall not be required to pay, or reimburse the
     Company or the Selling Shareholders for amounts paid in


                                      19
<PAGE>

     respect of, and the Selling Shareholders shall, jointly and severally, pay
     or cause to be paid, amounts payable by the Selling Shareholders under
     Section 5(v)(g) hereof.

              (p) Except as described in the Prospectuses or this Agreement,
     all amounts payable by the Company in respect of the ADRs evidencing the
     ADSs or the Underlying Shares shall be made free and clear of, and without
     deducting for or on account of, any taxes imposed, assessed or levied by
     the ROC or any authority thereof or therein (except such income taxes as
     may be imposed by the ROC on payments hereunder to any Underwriter whose
     net income is subject to tax by the ROC or withholding, if any, with
     respect to any such income tax).

     (ii) Each International Underwriter agrees that (i) it is not
purchasing any of the International Securities for the account of any United
States or Canadian Person, (ii) it has not offered or sold, and will not offer
or sell, directly or indirectly, any of the International Securities or
distribute any International Prospectus to any person in the United States or
Canada, or to any United States or Canadian Person, and (iii) any dealer to
whom it may sell any of the International Securities will represent that it is
not purchasing for the account of any United States or Canadian Person and
agree that it will not offer or resell, directly or indirectly, any of the
International Securities in the United States or Canada, or to any United
States or Canadian Person or to any other dealer who does not so represent and
agree; provided, however, that the foregoing shall not restrict (A) purchases
and sales between the U.S. Underwriters on the one hand and the International
Underwriters on the other hand pursuant to the Agreement Between U.S.
Underwriters and International Underwriters, (B) stabilization transactions
contemplated under the Agreement Between U.S. Underwriters and International
Underwriters, conducted through Salomon Smith Barney Inc. (or through the U.S.
Representatives and International Representatives) as part of the distribution
of the Securities, and (C) sales to or through (or distributions of
International Prospectuses or International Preliminary Prospectuses to)
persons not United States or Canadian Persons who are investment advisors, or
who otherwise exercise investment discretion, and who are purchasing for the
account of any United States or Canadian Person.

    (iii)  The agreements of the International Underwriters set forth in
paragraph (ii) of this Section 5 shall terminate upon the earlier of the
following events:

              (a) a mutual agreement of the U.S. Representatives and the
     International Representatives to terminate the selling restrictions set
     forth in paragraph (ii) of this Section 5 and in Section 5(ii) of the U.S.
     Underwriting Agreement.

              (b) the expiration of a period of 30 days after the Closing Date,
     unless (A) the International Representatives shall have given notice to
     the Company and the U.S. Representatives that the distribution of the
     International Securities by the International Underwriters has not yet
     been completed, or (B) the U.S. Representatives shall have given notice to
     the Company and the International Underwriters that the distribution of
     the U.S. Securities by the U.S. Underwriters has not yet been completed.
     If such notice by the U.S. Representatives or the International
     Representatives is given, the agreements set forth in such paragraph (ii)
     shall survive until the earlier of (1) the event referred to in clause (a)
     of this subsection (ii) or (2) the expiration of an additional period of
     30 days from the date of any such notice.

                                      20
<PAGE>

     (iv)  Each International Underwriter agrees that:

              (a) it has not offered or sold and, prior to the expiry of a
     period of six months from the Closing Date, will not offer or sell, any
     Securities to persons in the United Kingdom except to persons whose
     ordinary activities involve them in acquiring, holding, managing or
     disposing of investments (as principal or agent) for the purpose of their
     businesses or otherwise in circumstances which have not resulted and will
     not result in an offer to the public in the United Kingdom within the
     meaning of the Public Offers of Securities Regulations 1995.

              (b) it has only communicated or caused to be communicated and
     will only communicate or cause to be communicated any invitation or
     inducement to engage in investment activity (within the meaning of Section
     21 of the Financial Services and Markets Act 2000 (the "FSMA") received by
     it in connection with the issue or sale of any Securities in circumstances
     in which Section 21(1) of the FSMA does not apply to the Company.

              (c) it has complied and will comply with all applicable
     provisions of the FSMA with respect to anything done by it in relation to
     the Securities in, from or otherwise involving the United Kingdom.

              (d) the Securities which it purchases are purchased by it as
     principal and it has not offered or sold, and agrees not to offer or sell,
     directly or indirectly, in Japan or to or for the account of any resident
     thereof, any of the Securities acquired in connection with the
     distribution contemplated hereby, except pursuant to any exemption from
     the registration requirements of the Securities and Exchange Law of Japan
     and otherwise in compliance with applicable provisions of Japanese law.

              (e) it has not offered or sold and agrees not to offer or sell in
     the Hong Kong Special Administrative Region of the People's Republic of
     China ("Hong Kong"), by means of any document, any Securities other than
     to persons whose ordinary business it is to buy or sell shares or
     debentures, whether as principal or agent, or in circumstances which do
     not constitute an offer to the public within the meaning of the Companies
     Ordinance (CAP32) of Hong Kong.

              (f) except as permitted under the securities laws of Hong Kong,
     it has not issued and will not issue in Hong Kong any document, invitation
     or advertisement relating to the Securities other than with respect to
     Securities which are intended to be disposed of to persons outside Hong
     Kong or only to persons whose business involves the acquisition, disposal
     or holding of securities, whether as principal or agent.

              (g) it has not offered for subscription or sold, and will not
     offer for subscription or sell, any Securities or issue, circulate or
     distribute any document or other material relating to the Securities,
     either directly or indirectly, to the public or any member of the public
     in Singapore, other than (i) to an institutional investor or other person
     specified in Section 106C of the Companies Act, Chapter 50 of Singapore
     (the "Singapore Companies Act"), (ii) to a sophisticated investor, and in
     accordance with the conditions specified in Section 106D of the Singapore
     Companies Act, or (iii) otherwise pursuant to, and in


                                      21
<PAGE>

     accordance with the conditions of, any other provision of the Singapore
     Companies Act, in each case subject to compliance with the conditions set
     forth in the Singapore Companies Act.

              (h) it has not offered or sold, and will not offer or sell, any
     Securities, directly or indirectly, in the ROC.

              (i) it will not offer, distribute, sell, transfer or deliver the
     International Securities, directly or indirectly, in or from the
     Netherlands, to any person other than individuals or legal entities which
     trade or invest in securities in the conduct of their profession or
     business within the meaning of article 2 of the Exemption Regulation
     issued pursuant to the Securities Transactions Supervision Act 1995
     ("Vrijstellingsregeling Wet toezicht effectenverkeer 1995"), which
     includes, but is not limited to banks, brokers, dealers, pension funds,
     insurance companies, securities institutions, investment institutions and
     other institutional investors, including, among others, treasuries of
     large enterprises.

      (v)  Each Selling Shareholder agrees with the several International
Underwriters that:

              (a) Such Selling Shareholder will not, without the prior written
     consent of Salomon Smith Barney Inc., offer, sell, contract to sell,
     pledge or otherwise dispose of (or enter into any transaction which is
     designed to, or might reasonably be expected to, result in the disposition
     (whether by actual disposition or effective economic disposition due to
     cash settlement or otherwise) by such Selling Shareholder or any Affiliate
     of such Selling Shareholder or, except in the case of Kuang-Hwa Investment
     Holding Co. Ltd., any person in privity with such Selling Shareholder or
     any Affiliate of such Selling Shareholder) directly or indirectly, or file
     (or participate in the filing of) a registration statement with the
     Commission in respect of, or establish or increase a put equivalent
     position or liquidate or decrease a call equivalent position within the
     meaning of Section 16 of the Exchange Act with respect to, any Common
     Shares or ADSs (other than Common Shares or ADSs disposed of as bona fide
     gifts approved by Salomon Smith Barney Inc.) or any securities convertible
     into or exercisable or exchangeable for Common Shares or ADSs, or publicly
     announce an intention to effect any such transaction, for a period of 90
     days after the date of this Agreement; provided, however, that United
     Microelectronics Corporation shall not be -------- ------- restricted
     pursuant to this paragraph (a) from exchanging its exchangeable bonds
     issued on May 10, 2002 into Common Shares after June 19, 2002 pursuant to
     the terms of such bonds.

              (b) Until the later of (i) the end of a period of 90 days
     following the Closing Date and (ii) the completion of distribution of the
     Securities, such Selling Shareholder will not take any action designed to
     or which might reasonably be expected to cause or result, under the
     Exchange Act or otherwise, in stabilization or manipulation of the price
     of any security of the Company to facilitate the sale or resale of the
     Common Shares or the ADSs.

              (c) Such Selling Shareholder will advise you promptly, and if
     requested by you, will confirm such advice in writing, so long as delivery
     of a prospectus


                                      22
<PAGE>

     relating to the Securities by an underwriter or dealer is, in the opinion
     of counsel for the Underwriters, required under the Act, of any change in
     the information in the Registration Statement, the ADR Registration
     Statement or the Prospectuses relating to such Selling Shareholder.

              (d) No later than the second Business Day in the ROC (such date,
     the "Deposit Date") after the receipt of the notice of exercise of the
     Underwriters' over-allotment option pursuant to Section 2(b) hereof, to
     deposit, or cause to be deposited on its behalf, the Option Shares to be
     sold by such Selling Shareholder hereunder with the Depositary in
     accordance with the provisions of the Deposit Agreement and otherwise to
     comply with the Deposit Agreement so that ADRs evidencing ADSs to be sold
     by such Selling Shareholder will be executed (and, if applicable,
     countersigned) and issued by the Depositary against receipt of such Option
     Shares and delivered to the Underwriters at the Closing Date or the
     settlement date, as applicable.

              (e) Such Selling Shareholder will advise you promptly upon
     becoming aware of any event or development making untrue, or of any change
     affecting, any of its representations, warranties, agreements or
     indemnities herein at any time prior to payment being made to such Selling
     Shareholder on the settlement date and will take such steps as may be
     reasonably requested by you to remedy the same.

              (f) Between the date hereof and the settlement date (inclusive),
     such Selling Shareholder will, and will cause its Affiliates and all other
     parties acting on its behalf to, notify and consult with you prior to
     issuing any announcement (unless such notification and consultation is
     prevented by applicable law or regulation or is impractical in light of
     circumstances) concerning the Securities or which could be material in the
     context of the offering and distribution of the Securities; provided that
     such Selling Shareholder, such Affiliates and such other parties shall not
     be restricted, following such notification and consultation, from issuing
     any such announcement that any of them is required to issue under
     applicable law or regulation.

              (g) Such Selling Shareholder will pay any stamp, issue,
     registration, documentary, transfer or other taxes and duties, including
     interest and penalties, on or in connection with the offering or sale of
     Shares and ADSs by such Selling Shareholder pursuant to this Agreement
     (including the deposit by such Selling Shareholder of Option Shares with
     the Depositary and the issuance and delivery of the ADRs evidencing ADSs
     in exchange therefor by the Depositary to or for the account of the
     Underwriters), the offer, sale and delivery outside the ROC by the
     Underwriters of such ADSs and the execution or delivery of this Agreement,
     including, in any such case, any ROC withholding, transfer or similar tax
     asserted against an Underwriter by reason of the purchase and sale of ADSs
     pursuant to this Agreement (except such income taxes that may be imposed
     by the ROC government or any political subdivision or taxing authority
     thereof or therein on any Underwriter whose net income is subject to tax
     by the ROC or withholding, if any, with respect to any such income tax).

              (h) Such Selling Shareholder will pay, or cause to be paid, any
     securities transfer tax payable on the transfer of the Option Shares
     represented by the ADSs to


                                      23
<PAGE>

     be sold by such Selling Shareholder pursuant to the Underwriting
     Agreements to the appropriate taxing authorities in the Republic of China
     no later than the first Business Day in the ROC following any date on
     which Option Shares are purchased pursuant to the Underwriting Agreements,
     and shall deliver, no later than on the Deposit Date to the Depositary a
     New Taiwan dollar Bank of Taiwan cheque payable to the ROC taxing
     authority, dated as of such date, in the amount of such securities
     transfer tax.

              (i) Any amounts payable by such Selling Shareholder under this
     Agreement shall be made free and clear of and without deduction for or on
     account of any taxes imposed, assessed or levied by the jurisdiction of
     its organization or any political subdivision thereof or therein except as
     described in the Prospectuses (except such income taxes as may be imposed
     by the ROC on payments hereunder to any Underwriter whose net income is
     subject to tax by the ROC or withholding, if any, with respect to such
     income tax).

     6. Conditions to the Obligations of the Underwriters. The obligations of
the International Underwriters to purchase the International Underwritten
Securities and the International Option Securities, as the case may be, shall
be subject to the accuracy of the representations and warranties on the part of
the Company and the Selling Shareholders contained in this Agreement as of the
Execution Time, the Closing Date and any settlement date pursuant to Section 3
hereof, to the accuracy of the statements of the Company and the Selling
Shareholders made in any certificates pursuant to the provisions hereof, to the
performance by the Company and the Selling Shareholders of their respective
obligations under this Agreement and to the following additional conditions:

      (i)  If the Registration Statement and the ADR Registration Statement have
not become effective prior to the Execution Time, unless the U.S.
Representatives and the International Representatives agree in writing to a
later time, the Registration Statement and the ADR Registration Statement will
become effective not later than (a) 6:00 PM New York City time on the date of
determination of the public offering price, if such determination occurred at
or prior to 3:00 PM New York City time on such date or (b) 9:30 AM New York
City time on the Business Day following the day on which the public offering
price was determined, if such determination occurred after 3:00 PM New York
City time on such date; if filing of either of the Prospectuses, or any
supplement thereto, is required pursuant to Rule 424(b), the Prospectuses, and
any such supplement, will be filed in the manner and within the time period
required by Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement or the ADR Registration Statement shall have been issued
and no proceedings for that purpose shall have been instituted or threatened.

     (ii)  On each of the Closing Date and any settlement date, the Company
shall have requested and caused Simpson Thacher & Bartlett, United States
counsel for the Company, to have furnished to the Representatives their
opinion, dated the Closing Date or the settlement date, as the case may be, to
the effect that:

              (a) The Underwriting Agreements have been duly executed and
     delivered by the Company in accordance with the laws of the State of New
     York.

                                      24
<PAGE>

              (b) The Deposit Agreement has been duly executed and delivered by
     the Company in accordance with the laws of the State of New York and,
     assuming that the Deposit Agreement is the valid and legally binding
     obligation of the Depositary, constitutes a valid and legally binding
     obligation of the Company, enforceable against the Company in accordance
     with its terms, subject to (i) the effects of bankruptcy, insolvency,
     fraudulent conveyance, reorganization, moratorium and other similar laws
     relating to or affecting creditors' rights generally, (ii) general
     equitable principles (whether considered in a proceeding in equity or at
     law), (iii) an implied covenant of good faith and fair dealing and (iv)
     the effects of the possible judicial application of foreign laws or
     foreign governmental or judicial action affecting creditors' rights, and
     also subject to the qualification that enforceability of the
     indemnification provisions of the Deposit Agreement may be limited by
     considerations of public policy. Upon issuance by the Depositary of the
     ADRs evidencing ADSs against the deposit of the Underlying Shares
     (initially in the form of Certificates of Payment) in accordance with the
     provisions of the Deposit Agreement, the ADRs will be duly and validly
     issued pursuant to the laws of the State of New York and the persons in
     whose names such ADRs are registered will be entitled to the rights
     specified therein and in the Deposit Agreement.

              (c) The compliance by the Company with all of the provisions of
     the Underwriting Agreements and the Deposit Agreement will not breach or
     result in a default by the Company under any indenture, mortgage, deed of
     trust, loan agreement or other agreement or instrument that is expressly
     governed by the laws of the State of New York and filed as an exhibit to
     the Registration Statement, nor will such action violate any United States
     federal or New York state statute or any order known to such counsel
     issued pursuant to any United States federal or New York state statute by
     any court or governmental agency or body having jurisdiction over the
     Company or any of its subsidiaries or any of their properties.

              (d) No consent, approval, authorization, order, registration or
     qualification of or with any United States federal or New York state
     governmental agency or body or, to the knowledge of such counsel, any
     United States federal or New York state court is required for the
     compliance by the Company with all of the provisions of the Underwriting
     Agreements and the Deposit Agreement, except for the registration under
     the Act and the Exchange Act of the Shares and the ADSs or the offering
     and sale thereof, and such consents, approvals, authorizations,
     registrations or qualifications as may be required under state securities
     or "blue sky" laws in connection with the purchase and distribution of the
     Shares and the ADSs by the Underwriters.

              (e) The statements made in the Prospectuses under the captions
     "Description of American Depositary Shares," "Shares Eligible for Future
     Sale" and "Underwriting", insofar as they purport to constitute summaries
     of the terms of New York state or United States federal statutes or rules
     and regulations thereunder or English language contracts or other
     documents therein described, constitute accurate summaries of the terms of
     such statutes, rules and regulations or contracts and other documents in
     all material respects.

                                      25
<PAGE>

              (f) The statements made in the Prospectuses under the caption
     "Tax Considerations for Investors in Our ADSs or Shares - United States
     Federal Income Tax Considerations for United States Holders," insofar as
     they purport to constitute summaries of matters of United States federal
     tax laws and regulations or legal conclusions with respect thereto,
     constitute accurate summaries of matters described therein in all material
     respects.

              (g) To the knowledge of such counsel, there are no contracts or
     documents of a character required to be described in the Registration
     Statement, the ADR Registration Statement or the Prospectuses or to be
     filed as exhibits to the Registration Statement or the ADR Registration
     Statement that are not described or filed as required.

              (h) The Company is not and, after giving effect to the offering
     and sale of the Securities and the application of the proceeds thereof as
     described in the Prospectuses, will not be an "investment company" within
     the meaning of and subject to regulation under the United States
     Investment Company Act of 1940, as amended.

              (i) The Registration Statement and the ADR Registration Statement
     have become effective under the Act; any required filing with the
     Commission of the Prospectuses, and any supplement thereto, pursuant to
     Rule 424(b) has been made in the manner and within the time period
     required by Rule 424(b); and, to the knowledge of such counsel, no stop
     order suspending the effectiveness of the Registration Statement and the
     ADR Registration Statement has been issued or proceeding for that purpose
     initiated or threatened by the Commission.

              (j) Assuming the validity of such actions under the laws of the
     ROC and any other non-United States jurisdiction (and subject to the
     limitations and provisions of Sections 1331, 1332 and 1404(a) of Title 28
     of the United States Code and Section 510 of the New York Civil Practice
     Law and Rules), under the laws of the State of New York relating to
     personal jurisdiction, and pursuant to Section 15 of the Underwriting
     Agreements and Section 7.6 of the Deposit Agreement, the Company has: (A)
     validly submitted to the non-exclusive personal jurisdiction of the New
     York Courts in any action, suit or proceeding arising out of or based upon
     the Underwriting Agreements or the Deposit Agreement or the transactions
     contemplated thereby; and (B) validly appointed CT Corporation System in
     New York, New York as its authorized agent for the purpose described in
     Section 15 of the Underwriting Agreements and Section 7.6 of the Deposit
     Agreement; the waiver by the Company of any objection to the venue of any
     proceeding in the New York Courts is valid (subject to customary
     limitations under New York state and Federal laws); and service of process
     effected in the manner set forth in Section 15 of the Underwriting
     Agreements and Section 7.6 of the Deposit Agreement will be effective
     under the laws of the State of New York to confer valid personal
     jurisdiction over the Company.

     Such opinion may be subject to customary assumptions, qualifications and
limitations and, in rendering such opinion, such counsel may state that (i)
they do not express any opinion therein concerning any law other than the law
of the State of New York and the federal law of the United States of America
and (ii) with respect to all matters governed by the


                                      26
<PAGE>

laws of the ROC, such counsel understand that the Representatives are relying
on the applicable opinion of Russin & Vecchi referred to below. Such opinion
shall also include language confirming the extent of such counsel's
participation in the preparation of the Registration Statement, the ADR
Registration Statement and the Prospectuses and confirming that based on such
participation: (i) such counsel are of the opinion that the Registration
Statement and the ADR Registration Statement, as of their respective effective
dates, and the Prospectuses, as of May 23, 2002, complied as to form in all
material respects with the requirements of the Act (except in each case for the
financial statements and other financial data contained therein, as to which
such counsel need express no opinion); and (ii) such counsel have no reason to
believe that the Registration Statement and the ADR Registration Statement, as
of their respective effective dates (except in each case for the financial
statements and other financial data contained therein, as to which such counsel
need express no belief), contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading or that the Prospectuses
(except for the financial statements and other financial data contained
therein, as to which such counsel need express no belief) contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The foregoing opinion and statement may be
qualified by a statement to the effect that such counsel have not independently
verified the accuracy, completeness or fairness of the statements made or
included in the Registration Statement, the ADR Registration Statement or the
Prospectuses and take no responsibility therefor, except as and to the extent
set forth in clauses (e) and (f) above.

    (iii)  On each of the Closing Date and any settlement date, the Company
and each of Benq Corporation ("Benq"), Acer, Inc. ("Acer") and Kuang-Hwa
Investment Holding Co., Ltd. ("Kuang-Hwa"), shall have requested and caused
Russin & Vecchi, ROC counsel for the Company and for Benq, Acer and Kuang-Hwa
as Selling Shareholders, to have furnished to the Representatives their
opinion, dated the Closing Date or the settlement date, as the case may be, and
addressed to the Representatives, to the effect that:

              (a) The Company has been duly incorporated, is validly existing
     as a corporation under the laws of the ROC, has the corporate power and
     authority to own or lease its property and to conduct its business as
     described in the Prospectuses and is duly qualified to transact business
     and to own or lease its properties in the ROC.

              (b) The Company's authorized and issued share capital is as set
     forth in the Prospectuses; the capital stock of the Company conforms in
     all material respects to the description thereof contained in the
     Prospectuses; the outstanding Common Shares (including the Option Shares)
     have been duly and validly authorized and issued ,fully paid and
     non-assessable; the Underwritten Shares (including the Certificate of
     Payment) have been duly authorized and, when issued and delivered in
     accordance with the terms of the Underwriting Agreements and the Deposit
     Agreement, will be validly issued , fully paid and non-assessable with no
     personal liability for the obligations of the Company attaching to the
     ownership thereof; the issuance of the Underwritten Shares will not be
     subject to any preemptive or similar rights except such as have been duly
     and validly waived; all of the Common Shares outstanding prior to the
     issuance of the Underwritten Shares (including the Option Shares) have
     been duly listed and admitted for trading on the Taiwan Stock Exchange;
     the Underwritten Shares will be duly listed and admitted for trading on
     the Taiwan Stock


                                      27
<PAGE>

     Exchange upon exchange of the Certificate of Payment; the holders of
     outstanding Common Shares of the Company are not entitled to preemptive or
     other rights to acquire the ADSs in connection with the transactions
     contemplated by the Underwriting Agreements; the Option Shares to be
     deposited by the Selling Shareholders may be freely deposited with the
     Depositary against issuance of ADRs evidencing ADSs; there are no
     restrictions on subsequent transfer of the Shares underlying the ADSs
     except as described in the Prospectuses under the captions "Description of
     Our Share Capital", "Description of American Depositary Shares" and
     "Foreign Investment and Exchange Controls in Taiwan"; and, except as set
     forth in the Prospectuses, there are no outstanding securities convertible
     into or exchangeable for, or warrants, rights or options to purchase from
     the Company, or obligations of the Company to issue, Common Shares or any
     other class of capital stock of the Company. The Company's authorized
     equity capitalization is as set forth in the Prospectuses; the capital
     stock of the Company conforms in all material respects to the description
     thereof contained in the Prospectuses; the outstanding Common Shares
     (including the Securities being sold pursuant to the Underwriting
     Agreements by the Selling Shareholders) and all the Shares of the Company
     to be deposited in the ADR facility pursuant to the terms of the
     Underwriting Agreements, have been duly and validly authorized and issued
     and are fully paid and nonassessable and no holder thereof is, or will be,
     subject to personal liability by reason of being such holder; the
     Securities being sold under the Underwriting Agreements (including any
     Certificates of Payment) by the Company have been duly and validly
     authorized, and, when issued and delivered to and paid for by the
     Underwriters pursuant to this Agreement, will be fully paid and
     nonassessable; all of the issued and outstanding Common Shares of the
     Company have been duly listed, and admitted and authorized for trading, on
     the Taiwan Stock Exchange; the Underlying Shares will be duly listed and
     admitted for trading on the Taiwan Stock Exchange upon the exchange of the
     Certificates of Payment; the holders of outstanding shares of capital
     stock of the Company are not entitled to preemptive or other rights to
     subscribe for the Securities; assuming the Deposit Agreement has been duly
     authorized and delivered by the parties thereto, the Option Shares to be
     deposited by the Selling Shareholders may be freely deposited with the
     Depositary against issuance of ADRs evidencing ADSs and the ADSs delivered
     at the settlement date will be freely transferable by the Selling
     Shareholders to or for the account of the several Underwriters and (to the
     extent described in the Prospectuses) the initial purchasers thereof;
     there are no restrictions on subsequent transfers of the Option Securities
     except as described in the Prospectuses under the captions "Description of
     Our Share Capital," "Description of American Depositary Shares" or
     "Foreign Investment and Exchange Controls in Taiwan"; and, except as set
     forth in the Prospectuses, no options, warrants or other rights to
     purchase, agreements or other obligations to issue, or rights to convert
     any obligations into or exchange any securities for, shares of capital
     stock of or ownership interests in the Company are outstanding.

              (c) The Underwriting Agreements and the Deposit Agreement have
     been duly authorized, executed and delivered by the Company and constitute
     valid and legally binding obligations of the Company, enforceable in
     accordance with their terms; the Certificate of Payment evidencing the
     Underwritten Shares has been duly authorized and, when executed and
     delivered by the Company, will constitute valid and legally binding
     obligations of the Company, enforceable in accordance with its terms.

                                      28
<PAGE>

              (d) No consent, approval, authorization, filing with, or order
     of, or qualification with, any governmental body or agency of the
     government of the ROC is required in connection with the transactions
     contemplated in the Underwriting Agreements or in the Deposit Agreement,
     except for (i) the approvals of the CBC and reports to the CBC of the
     foreign exchange settlements and payments contemplated by the Deposit
     Agreement (the "CBC Conversion Filings"); (ii) the filings and approvals,
     if any, required under (A) the "Guidelines For Handling Issuance and Offer
     of Overseas Securities by Issuers of the ROC (the "Overseas Offering
     Rules"), and (B) the rules and regulations of the Taiwan Stock Exchange,
     the ROC SFC and the CBC; (iii) completion of the corporate amendment
     registration reflecting the issuance of the Underwritten Shares with the
     SIPA which registration is required to be filed by the Company with
     fifteen (15) days after the Closing Date and (iv) the approvals which have
     been obtained under the laws of the ROC and are in full force and effect
     as of the date hereof, including the SIPA Approval, the CBC Approvals and
     the ROC SFC Approvals.

              (e) Except as disclosed in the Prospectuses and except for the
     securities transaction tax payable by the Selling Shareholders under the
     ROC laws and so long as the Underwriting Agreements, the Certificate of
     Payment, the cross receipt and any other documents which would be deemed
     "receipts" under the ROC Stamp Duty Law are executed outside of the ROC,
     no stamp or other issuance or transfer taxes or duties and no capital
     gains, income, withholding or other taxes are payable by or on behalf of
     the Underwriters to the government of the ROC or any political subdivision
     or taxing authority thereof or therein in connection with (A) the issuance
     and delivery of the Certificate of Payment or sale and delivery of the
     Underwritten Shares and the Option Shares in accordance with the
     Underwriting Agreements and the Deposit Agreement, (B) the deposit with
     the Depositary or its custodian of the Certificate of Payment, the
     Underwritten Shares and the Option Shares against the issuance of the ADRs
     evidencing the ADSs, (C) the sale and delivery outside of the ROC by the
     Underwriters of the ADSs pursuant to the terms of and in the manner
     contemplated in the Underwriting Agreements or (D) the execution and
     delivery of the Underwriting Agreements and the Deposit Agreement.

              (f) Subject to the qualification that litigation and arbitration
     in the ROC are not necessarily a matter of public record, to the best of
     our knowledge, except as described in the Prospectuses, we are not aware
     of any ROC legal or governmental proceedings pending or threatened to
     which the Company or any Subsidiary is a party or to which any of the
     properties of the Company or any of the Subsidiaries is subject that could
     reasonably be expected to have a material adverse effect on the Company
     and the Subsidiaries, taken as a whole ("Material Adverse Effect").

              (g) Neither the execution and delivery by the Company of, the
     performance by the Company of its obligations under, and the consummation
     of any of the other transactions contemplated in the Underwriting
     Agreements and the Deposit Agreement, nor the application of the proceeds
     from the sale of Underwritten Securities as described in the Prospectuses,
     will contravene or result in a breach or violation of any provision of
     applicable laws and regulations of the ROC or the Articles of
     Incorporation or other constitutive documents of the Company, or, to the
     best of our knowledge, any agreement or other instrument binding upon the
     Company that is material to the Company and the Subsidiaries, taken as a
     whole, or, to the best of our knowledge, any judgment, order or


                                      29
<PAGE>

     decree of any governmental body, agency or court of the ROC having
     jurisdiction over the Company or any of the Subsidiaries; neither the
     execution and delivery by each of Benq, Acer and Kuang-Hwa of, nor the
     performance by each of Benq, Acer and Kuang-Hwa of, their respective
     obligations under the Underwriting Agreements and the Powers of Attorney
     will contravene or result in a breach or violation of any provision of
     applicable laws and regulations of the ROC or the articles of
     incorporation or other constitutive documents of Benq, Acer and Kuang-Hwa.

              (h) We have reviewed the statements in the Prospectuses under the
     captions "Risk Factors", "Dividends", "Our Business", "Management",
     "Related Party Transactions", "Description of Our Share Capital",
     "Description of American Depositary Shares", "The Securities Markets of
     Taiwan", "Foreign Investment and Exchange Controls in Taiwan", "Shares
     Eligible for Future Sale", "Enforceability of Civil Liabilities" and "Tax
     Considerations for Investors in Our ADSs or Shares - ROC Tax
     Considerations" and confirm that, insofar as such statements constitute
     summaries of the legal matters, legal documents or legal proceedings
     referred to therein, to the extent, and only to the extent, governed by
     the laws of the ROC, fairly present the information called for with
     respect to such legal matters, documents and proceedings and fairly
     summarize the matters described therein.

              (i) Nothing has come to our attention that would lead us to
     believe that (except for the financial statements and other financial or
     statistical data contained therein, as to which we need not express any
     opinion or belief) the Registration Statement or the ADR Registration
     Statement as of the respective dates thereof contained any untrue
     statement of a material fact or omitted to state any material fact
     necessary in order to make the statements therein not misleading; and the
     Prospectuses as of their respective dates and as of the date hereof,
     contained or contain any untrue statement of a material fact or omitted or
     omits to state any material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading.

              (j) The Underwriting Agreements, the Deposit Agreement, the
     Certificate of Payment and the documents to be furnished thereunder are in
     proper legal form under the laws of the ROC for the enforcement thereof
     against the Company, Benq, Acer and Kuang-Hwa, as applicable, under the
     laws of the ROC. Except for the filings and registrations referred to in
     opinion (d) above, it is not necessary, required, or advisable, to ensure
     the legality, validity, enforceability or admissibility in evidence of any
     of such agreement or document that such agreement or document be filed or
     recorded with any court or other authority in the ROC or that any stamp or
     similar tax be paid, it being understood that in court proceedings in the
     ROC a translation into Chinese language may be required.

              (k) None of the parties to the Underwriting Agreements or the
     Deposit Agreement in order to enforce any of their respective rights under
     the Underwriting Agreements or the Deposit Agreement or any other document
     to be furnished thereunder , and none of the holders of the ADSs in order
     to enforce any of their respective rights under the ADRs or the Deposit
     Agreement or any other document to be furnished thereunder (other than
     such parties or holders that are established under the laws of the ROC)
     need be licensed, qualified or entitled to do business in the ROC

                                      30
<PAGE>

              (l) None of the parties to the Underwriting Agreements or the
     Deposit Agreement (other than those parties established under the laws of
     the ROC) and none of the holders of the ADSs are or will be deemed to be
     resident, domiciled, carrying on business or, subject to taxation in the
     ROC or be required to be licensed, qualified or otherwise entitled to do
     business in the ROC solely by reason of the ownership of the ADSs or the
     entry into, performance and/or enforcement of the Underwriting Agreements
     and/or the Deposit Agreement, as applicable.

              (m) The choice of New York Law to govern the Underwriting
     Agreements and the Deposit Agreement is a valid choice of law. Under the
     Law Governing the Application of Laws to Civil Matters Involving Foreign
     Elements of the ROC (i.e., the ROC conflicts of law rules), if any claim
     with respect to the obligations of the Company, Benq, Acer or Kuang-Hwa
     under the Underwriting Agreement or the Deposit Agreement, as applicable
     comes under the jurisdiction of the ROC courts, New York Law is to be
     applied.

              (n) The submission in the Underwriting Agreements and the Deposit
     Agreement by each of the Company, Benq, Acer and Kuang-Hwa, as applicable,
     to the non-exclusive jurisdiction of and the irrevocable waiver of
     objection to venue of a proceeding in the U.S. federal and New York state
     courts in New York City is valid and binding upon each of the Company,
     Benq, Acer and Kuang-Hwa. The irrevocable appointment by each of the
     Company, Benq, Acer and Kuang-Hwa of CT Corporation System in New York as
     its authorized agent for the purpose described in the Underwriting
     Agreements and the Deposit Agreement, as applicable, is legal, valid and
     binding on each of the Company, Benq, Acer and Kuang-Hwa.

              (o) A judgment obtained against the Company, Benq, Acer or
     Kuang-Hwa in the courts of the ROC in respect of any sum payable by the
     Company, Benq, Acer or Kuang-Hwa under the Underwriting Agreements or the
     Deposit Agreement, as applicable may be expressed in United States dollars
     or New Taiwan dollars. However, if such judgment is enforced against
     assets of the Company, Benq, Acer or Kuang-Hwa located in the ROC, the
     fact that the judgment is rendered and expressed in United States dollars
     does not, for foreign exchange control purposes, itself, create a right to
     convert the New Taiwan dollar proceeds of such enforcement into United
     States dollars.

              (p) Except as described in the Prospectuses, all cash dividends
     and other distributions declared and payable on the Common Shares may be
     paid by the Company to each such holder in New Taiwan dollars that may be
     converted into foreign currency and freely transferred out of the ROC
     without the necessity of obtaining any governmental authorizations of, or
     from, any governmental agency in the ROC. However, the CBC Conversion
     Filings will be required to be made by the Company in connection with such
     conversion and transfer and similar filings by holders of Common Shares
     withdrawn from the ADS facility or their designated agents in the ROC will
     be required in connection with such conversion and transfer. Other than as
     described in the Prospectuses, all such dividends and other distributions
     made to holders of ADSs who are non-residents of the ROC will not be
     subject to the ROC income, withholding or other taxes under the laws and
     regulations of the ROC and are otherwise free and clear of any other tax,
     duty, withholding or deduction in the ROC.

                                      31
<PAGE>

              (q) To the best of our knowledge, and except as otherwise
     disclosed in the Prospectuses, (i) the Company owns or possesses or is
     licensed to use all material patents, patent applications, trademarks,
     service marks, trade names, licenses, copyrights and proprietary or other
     confidential information ("Intellectual Property Rights") currently
     utilized by the Company in connection with its business and proposed to be
     utilized in connection with its business, and (ii) the Company has not
     received any notice of material infringement of or conflict with asserted
     rights of any third party with respect to any Intellectual Property Rights
     which, if determined adversely to the Company, would have a Material
     Adverse Effect.

              (r) To the best of our knowledge, the Company holds all, and is
     not in material violation of any, ROC governmental licenses and approvals
     necessary to own its property and conduct its business as described in the
     Prospectuses except to the extent that the failure to hold such licenses
     or approvals and/or the violation thereof would not have a Material
     Adverse Effect.

              (s) With respect to the Company's obligations and those of Benq,
     Acer and Kuang-Hwa under the Underwriting Agreements and the Deposit
     Agreement, as applicable, in the event a judgment of the courts of a
     country other than the ROC, including without limitation a judgment
     obtained in a New York court, were obtained, and enforcement of such
     judgment were sought in the ROC, such judgment would be recognized and
     enforced by the courts of the ROC without retrial or examination of the
     merits of the case only if the ROC courts are satisfied that: (i) the
     court rendering the judgment had subject matter jurisdiction under the
     laws of the ROC; (ii) the judgment was not contrary to public order or
     good morals of the ROC; (iii) the judgment was a final judgment for which
     the period for appeal had expired or from which no appeal could be taken;
     (iv) if the Company , Benq, Acer or Kuang-Hwa did not appear in the
     proceedings in such court and a judgment by default was entered, process
     was served either personally on the Company, Benq, Acer or Kuang-Hwa in
     the country of litigation or with the assistance of the judicial
     authorities of the ROC; and (v) judgments of the courts of the ROC would
     be enforceable in the jurisdiction of the court rendering such judgment on
     a reciprocal basis.

              (t) The performance by the Underwriters or the Depositary of any
     of their respective duties, obligations or responsibilities under the
     Underwriting Agreements or the Deposit Agreement in the manner
     contemplated thereby will not violate any applicable ROC law.

              (u) The voting arrangements set forth under "Description of
     American Depositary Shares" as described in the Prospectuses and the
     voting arrangements as set forth in the Deposit Agreement are legal and
     conform to the requirements of ROC law and constitute a valid and binding
     agreement by the holders of interests in the ADSs as to their voting
     rights.

              (v) The Depositary will not be deemed to be authorized to
     exercise any discretion when voting in accordance with the Deposit
     Agreement under ROC law, and the Depositary will not (in the absence of
     negligence, bad faith or breach of contract, and subject to general
     principles of agency) be subject to any liability under ROC law for losses

                                      32
<PAGE>

     arising from the exercise of the voting arrangements set out in the
     Deposit Agreement on the grounds that voting in accordance with the
     Deposit Agreement is in violation of ROC law.

              (w) So long as no single owner of the ADSs holds or owns, as
     applicable, ADSs (or ADSs, Certificate of Payment and Common Shares in the
     aggregate) representing more than 10% of the Company's outstanding Common
     Shares, there will be no reporting obligations under the ROC law on the
     part of the Depositary or its nominee or owner of the ADSs (i) by virtue
     of the Depositary being a party to the Deposit Agreement and exercising
     its rights and performing its obligations thereunder or (ii) in connection
     with the ADSs and the Certificate of Payment or Common Shares represented
     by the ADSs.

              (x) Each of the Company, Benq, Acer and Kuang-Hwa can sue and be
     sued in its own name under the laws of the ROC and an ROC court would have
     jurisdiction in any suit, action or proceedings brought against the
     Company, Benq, Acer and Kuang-Hwa arising out of or in connection with the
     Underwriting Agreements or the Deposit Agreement, as applicable.

              (y) Each of Benq, Acer and Kuang-Hwa has been duly incorporated
     and is validly existing as a corporation under the laws of the ROC.

              (z) The Underwriting Agreements and the Powers of Attorney have
     been duly authorized, executed and delivered by each of Benq, Acer and
     Kuang-Hwa and constitute valid and legally binding obligations of each of
     Benq, Acer and Kuang-Hwa, enforceable in accordance with the terms
     thereof.

              (aa) To the best of our knowledge, the Company is not in
     violation of the Articles of Incorporation or other constitutive documents
     or in default in the performance or observance of any material obligation,
     agreement, covenant or condition contained in any indenture, mortgage,
     deed of trust, loan agreement, lease or other agreement or instrument to
     which it is a party or by which it or any of its properties may be bound.

              (bb) Each of Benq, Acer and Kuang-Hwa has, and immediately prior
     to the Closing Date or any settlement date, as applicable, will have, full
     right, power and authority to deposit the Option Shares with the
     Depositary as contemplated in the Underwriting Agreements and to sell,
     assign, transfer and deliver the Option Shares in the form of ADSs to be
     sold by Benq, Acer and Kuang-Hwa under the Underwriting Agreements.

              (cc) Each of Benq, Acer and Kuang-Hwa is the beneficial owner of
     the Option Shares to be deposited with the Depositary against issuance of
     the ADRs evidencing the ADSs to be sold by Benq, Acer and Kuang-Hwa
     pursuant to the Underwriting Agreements, has, and immediately prior to the
     Closing Date or any settlement date, as applicable, will have, good and
     valid title to such Option Shares, in each case free and clear of all
     liens, encumbrances, equities and claims; and upon delivery of such Option
     Shares and payment therefor pursuant to the Underwriting Agreements, good
     and valid title to such Option Shares, free and clear of all liens,
     encumbrances, equities or claims, will pass to the Depositary or its
     nominee for the benefit of the several Underwriters.

              (dd) To the best of our knowledge, the Company has good and
     marketable title to all real property and good and marketable title to all
     personal Property owned by them


                                      33
<PAGE>

     which is material to the business of the Company, in each case free and
     clear of all liens, encumbrances and defects except such as are described
     in the Prospectuses or such as do not materially affect the value of such
     property and do not materially interfere with the use made and proposed to
     be made of such property by the Company; and any real property and
     buildings held under lease by the Company are held under valid, subsisting
     and enforceable leases with such exceptions as are not material and do not
     materially interfere with the use made and proposed to be made of such
     property and buildings by the Company and except as described in the
     Prospectuses.

              (ee) The Registration Statement and the Prospectuses have been
     duly authorized by and on behalf of the Company; the Registration
     Statements have been signed for and on behalf of the Company by officers
     thereunto duly authorized and by directors duly elected or appointed.

         In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the ROC, to
the extent they deem proper and specified in such opinion, upon the opinion of
other counsel of good standing whom they believe to be reliable and who are
satisfactory to counsel for the Underwriters and (B) as to matters of fact, to
the extent they deem proper, on certificates of responsible officers of the
Company and public officials. References to the Prospectuses in this paragraph
(iii) include any supplements thereto at the Closing Date.

         (iv) On each of the Closing Date and any settlement date, the
Depositary shall have requested and caused Patterson, Belknap, Webb & Tyler
LLP, counsel for the Depositary, to have furnished to the Representatives their
opinion dated the Closing Date or the settlement date, as the case may be, and
addressed to the Representatives, to the effect that:

              (a) The Deposit Agreement has been duly authorized, executed and
     delivered by the Depositary and constitutes a legal, valid and binding
     instrument enforceable against the Depositary in accordance with its terms
     (subject, as to enforcement of remedies, to applicable bankruptcy,
     reorganization, insolvency, moratorium or other laws affecting creditors'
     rights generally from time to time in effect); the statements in the
     Prospectuses under the heading "Description of American Depositary
     Shares," insofar as such statements purport to describe the Depositary and
     summarize certain provisions of the Deposit Agreement, the ADSs and the
     ADRs, are fair and accurate.

              (b) The Depositary has full power and authority and legal right
     to execute and deliver the Deposit Agreement and to perform its
     obligations thereunder.

              (c) The ADRs and the ADSs evidenced thereby are in valid and
     sufficient form and, when issued under the Deposit Agreement, the ADRs
     will be duly and validly issued and will entitle the holders and
     beneficial owners thereof to the rights specified therein and in the
     Deposit Agreement.

              (d) The ADR Registration Statement has become effective under the
     Act and, to the knowledge of such counsel, no stop order suspending the
     effectiveness of the ADR Registration Statement has been issued, no
     proceedings for that purpose


                                      34
<PAGE>

     have been instituted or threatened, and the ADR Registration Statement,
     and each amendment comply as to form in all material respects with the
     applicable requirements of the Act and the rules thereunder.

         (v) On each of the Closing Date and any settlement date, the Selling
Shareholders shall have requested and caused Simpson Thacher & Bartlett, United
States counsel for the Selling Shareholders, to have furnished to the
Representatives their opinion dated the Closing Date or the settlement date, as
the case may be, addressed to the Representatives, to the effect that:

              (a) The Underwriting Agreements have been duly executed and
     delivered by or on behalf of the Selling Shareholders in accordance with
     the laws of the State of New York.

              (b) The compliance by the Selling Shareholders with all of the
     provisions of the Underwriting Agreements will not violate any United
     States federal or New York state statute or any order known to such
     counsel issued pursuant to any United States federal or New York state
     statute by any court or governmental agency or body having jurisdiction
     over any Selling Shareholder.

              (c) No consent, approval, authorization, order, registration or
     qualification of or with any United States federal or New York state
     governmental agency or body or, to the knowledge of such counsel, any
     United States federal or New York state court is required for the
     compliance by the Selling Shareholders with all of the provisions of the
     Underwriting Agreements, except for the registration under the Act and the
     Exchange Act of the Shares and the ADSs or the offering and sale thereof,
     and such consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities or "blue sky"
     laws in connection with the purchase and distribution of the Shares and
     the ADSs by the Underwriters.

              (d) Assuming the validity of such actions under the laws of the
     ROC and any other non-United States jurisdiction (and subject to the
     limitations and provisions of Sections 1331, 1332 and 1404(a) of Title 28
     of the United States Code and Section 510 of the New York Civil Practice
     Laws and Rules), under the laws of the State of New York relating to
     personal jurisdiction, and pursuant to Section 15 of the Underwriting
     Agreements, each Selling Shareholder has: (A) validly submitted to the
     non-exclusive personal jurisdiction of the New York Courts in any action,
     suit or proceeding arising out of or based upon the Underwriting
     Agreements or the transactions contemplated thereby; and (B) in the case
     of Benq, Acer and Kuang-Hwa, validly appointed CT Corporation System in
     New York, New York, and in the case of UMC (as defined below), validly
     appointed Law+, P.C., as its authorized agent for the purpose described in
     Section 15 of the Underwriting Agreements, the waiver by each Selling
     Shareholder of any objection to the venue of any proceeding in the New
     York Courts is valid (subject to customary limitations under New York
     state and federal laws), and service of process effected in the manner set
     forth in Section 15 of the Underwriting Agreements will be effective under
     the laws of the State of New York to confer valid personal jurisdiction
     over such Selling Shareholder.

                                      35
<PAGE>

              (e) Upon payment for and transfer of the security entitlements to
     the ADSs representing Option Shares as contemplated in the Underwriting
     Agreements, DTC will be a protected purchaser who acquires its interest
     free of any adverse claim (within the meaning of Section 8-303 of the New
     York UCC), and an action based on an adverse claim to the security
     entitlements to such ADSs may not be asserted against the Underwriters.

         The opinion of such counsel may be subject to customary assumptions,
qualifications and limitations and, in rendering such opinion, such counsel may
state that (i) they do not express any opinion therein concerning any law other
than the law of the State of New York and the federal law of the United States
of America and (ii) with respect to all matters governed by the laws of the
ROC, such counsel understand that the Representatives are relying on an opinion
of Russin & Vecchi. References to the Prospectuses in this paragraph (v)
include any supplements thereto at the Closing Date.

         (vi) On each of the Closing Date and any settlement date, United
Microelectronics Corporation ("UMC") shall have requested and caused Chen &
Lin, ROC counsel for UMC as a Selling Shareholder, to have furnished to the
Representatives their opinion dated the Closing Date or the settlement date, as
the case may be, addressed to the Representatives, to the effect that:

              (a) UMC has been duly incorporated and is validly existing as a
     corporation under the laws of the ROC.

              (b) The Underwriting Agreements and the Power of Attorney of UMC
     have been duly authorized, executed and delivered by UMC and constitute
     valid and legally binding obligations of UMC enforceable in accordance
     with the terms thereof, and UMC has the full legal right and authority to
     sell, transfer and deliver the Option Shares in the form of ADSs to be
     sold by UMC under the Underwriting Agreements.

              (c) UMC is the beneficial owner of the Option Shares to be
     deposited by UMC with the Depositary against issuance of the ADRs
     evidencing the ADSs to be sold by UMC hereunder, and has, and immediately
     prior to the Closing Date or any settlement date will have, good and valid
     title to such Option Shares, in each case free and clear of all liens,
     encumbrances, equities and claims.

              (d) Upon delivery of the Option Shares to be purchased from UMC,
     and payment therefor, pursuant to the Underwriting Agreements, good and
     valid title to such Option Shares, free and clear of all liens,
     encumbrances, equities or claims, will pass to the Depositary or its
     nominee for the benefit of the several Underwriters; assuming the Deposit
     Agreement has been duly authorized and delivered by the parties thereto,
     the Option Shares to be deposited by UMC may be freely deposited with the
     Depositary against issuance of ADRs evidencing ADSs and the ADSs delivered
     at the settlement date will be freely transferable by UMC to or for the
     account of the several Underwriters and (to the extent described in the
     Prospectuses) the initial purchasers thereof; and there are no
     restrictions on subsequent transfers of the Option Securities to be sold
     by UMC except as described in the Prospectuses


                                      36
<PAGE>

     under the captions "Description of Our Share Capital," "Description of
     American Depositary Shares" or "Foreign Investment and Exchange Controls
     in Taiwan".

              (e) No consent, approval, authorization, filing with, or order
     of, or qualification with, any governmental body or agency of the
     government of the ROC is required in connection with the transactions
     contemplated in the Underwriting Agreements or in the Deposit Agreement,
     except for (i) the approvals of the CBC and reports to the CBC of the
     foreign exchange settlements and payments contemplated by the Deposit
     Agreement (the "CBC Conversion Filings"); (ii) the filings and approvals,
     if any, required under (A) the "Guidelines For Handling Issuance and Offer
     of Overseas Securities by Issuers of the ROC (the "Overseas Offering
     Rules"), and (B) the rules and regulations of the Taiwan Stock Exchange,
     the ROC SFC and the CBC; (iii) completion of the corporate amendment
     registration reflecting the issuance of the Underwritten Shares with the
     SIPA which registration is required to be filed by the Company with
     fifteen (15) days after the Closing Date and (iv) the approvals which have
     been obtained under the laws of the ROC and are in full force and effect
     as of the date hereof, including the SIPA Approval, the CBC Approvals and
     the ROC SFC Approvals

              (f) None of the execution and delivery of the Power of Attorney
     of UMC or of the Underwriting Agreements by UMC, and the performance by
     UMC of its obligations under the Underwriting Agreements and the Power of
     Attorney of UMC, will conflict with, or result in a breach or violation
     of, any applicable laws of the ROC or the articles of incorporation or any
     other constitutive documents of UMC.

              (g) The choice of law provision set forth in Section 15 of the
     Underwriting Agreements will be recognized by the courts of the ROC and
     such counsel knows of no reason why the courts of the ROC would not give
     effect to the choice of New York law as the proper law of the Underwriting
     Agreements, provided that the relevant provisions of the laws of the State
     of New York will not be applied to the extent such courts hold that such
     provisions of the laws of the State of New York are contrary to the public
     order or good morals of the ROC and an ROC court would have jurisdiction
     in any suit, action or proceedings brought against UMC arising out of or
     in connection with the Underwriting Agreements; UMC has the legal capacity
     to sue and be sued in its own name under the laws of the ROC; UMC has
     validly and irrevocably appointed Law+, P.C. as its authorized agent for
     the purpose described in Section 15 of the Underwriting Agreements under
     the laws of the ROC; the irrevocable submission of UMC to the
     non-exclusive jurisdiction of the New York Courts and the waivers by UMC
     of any objection to the venue of the proceeding in a New York Court in the
     Underwriting Agreements are legal, valid and binding under the laws of the
     ROC; and any final and conclusive judgment against UMC obtained in a New
     York Court arising out of or in relation to the obligations of UMC under
     the Underwriting Agreements would be enforceable against UMC in the courts
     of the ROC, provided that the court of the ROC in which the enforcement is
     sought is satisfied that (A) the court rendering the judgment had
     jurisdiction over the subject matter according to the laws of the ROC, (B)
     the judgment is not contrary to the public order or good morals of the
     ROC, (C) if the judgment was rendered by default by the court rendering
     the judgment, UMC was served while within the jurisdiction of


                                      37
<PAGE>

     such court or process was served on UMC with judicial assistance of the
     ROC; and (D) judgments of the courts of the ROC are recognized and
     enforceable in the court rendering the judgment on a reciprocal basis.

              (h) A judgment obtained against UMC in the courts of the ROC in
     respect of any sum payable by UMC under the Underwriting Agreements or the
     Deposit Agreement, as applicable may be expressed in United States dollars
     or New Taiwan dollars.

              (i) The Underwriting Agreements and the documents to be furnished
     thereunder are in proper legal form under the laws of the ROC for the
     enforcement thereof against UMC, as applicable, under the laws of the ROC.
     Except for the filings and registrations referred to in paragraph (e)
     above, it is not necessary, required, or advisable, to ensure the
     legality, validity, enforceability or admissibility in evidence of any of
     such agreement or document that such agreement or document be filed or
     recorded with any court or other authority in the ROC or that any stamp or
     similar tax be paid, it being understood that in court proceedings in the
     ROC a translation into Chinese language may be required.

         In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the ROC, to
the extent they deem proper and specified in such opinion, upon the opinion of
other counsel of good standing whom they believe to be reliable and who are
satisfactory to counsel for the Underwriters and (B) as to matters of fact, to
the extent they deem proper, on certificates of responsible officers of the
Company and public officials. References to the Prospectuses in this paragraph
(vi) include any supplements thereto at the Closing Date.

         (vii) On each of the Closing Date and any settlement date, the
Representatives shall have received from Davis Polk & Wardwell, United States
counsel for the Underwriters, such opinion or opinions, dated the Closing Date
or the settlement date, as the case may be, addressed to the Representatives,
with respect to the issuance and sale of the Securities, the Registration
Statement, the ADR Registration Statement, the Prospectuses (together with any
supplement thereto) and other related matters as the Representatives may
reasonably require, and the Company and each Selling Shareholder shall have
furnished to such counsel such documents as they reasonably request for the
purpose of enabling them to pass upon such matters.

         (viii) On each of the Closing Date and any settlement date, the
Representatives shall have received from Lee & Li, ROC counsel for the
Underwriters, such opinion or opinions, dated the Closing Date or the
settlement date, as the case may be, and addressed to the Representatives, with
respect to the issuance and sale of the Securities, the Registration Statement,
the ADR Registration Statement, the Prospectuses (together with any supplement
thereto) and other related matters as the Representatives may reasonably
require, and the Company and each Selling Shareholder shall have furnished to
such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.

         (ix) On each of the Closing Date and any settlement date, the Company
shall have furnished to the Representatives a certificate of the Company,
signed by the Chairman of the


                                      38
<PAGE>

Board or the President and the principal financial or accounting officer of the
Company, dated the Closing Date or the settlement date, as the case may be, to
the effect that the signers of such certificate have carefully examined the
Registration Statement, the ADR Registration Statement, the Prospectuses, any
supplements to the Prospectuses and this Agreement and that:

              (a) The representations and warranties of the Company in the
     Underwriting Agreements are true and correct on and as of the Closing Date
     or the settlement date, as the case may be, with the same effect as if
     made on the Closing Date or the settlement date, as the case may be, and
     the Company has complied with all the agreements and satisfied all the
     conditions on its part to be performed or satisfied under the Underwriting
     Agreements at or prior to the Closing Date or the settlement date, as the
     case may be.

              (b) No stop order suspending the effectiveness of the
     Registration Statement or the ADR Registration Statement has been issued
     and no proceedings for that purpose have been instituted or, to the
     Company's knowledge, threatened.

              (c) Since the date of the most recent financial statements
     included in the Prospectuses (exclusive of any supplement thereto), there
     has not been any change, or any development involving a prospective
     change, that would have a material adverse effect on the condition
     (financial or otherwise), earnings, business or properties of the Company
     and the Subsidiaries, taken as a whole, whether or not arising from
     transactions in the ordinary course of business, except as set forth in or
     contemplated in the Prospectuses (exclusive of any supplement thereto).

         (x) On each of the Closing Date and any settlement date, each Selling
Shareholder shall have furnished to the Representatives a certificate, signed
by a duly authorized signatory dated the Closing Date or the settlement date,
as the case may be, to the effect that the signer of such certificate has
carefully examined the Registration Statement, the ADR Registration Statement,
the Prospectuses, any supplement to either of the Prospectuses and this
Agreement and the U.S. Underwriting Agreement and that the representations and
warranties of such Selling Shareholder in this Agreement and the U.S.
Underwriting Agreement are true and correct in all material respects on and as
of the Closing Date or the settlement date, as the case may be, to the same
effect as if made on the Closing Date, or the settlement date, as the case may
be.

         (xi) The Company shall have requested and caused KPMG to have
furnished to the Representatives letters, dated respectively as of the
Execution Time as of the Closing Date, and as of any settlement date, in form
and substance satisfactory to the Representatives, confirming that they are
independent accountants within the meaning of the Act and the applicable rules
and regulations adopted by the Commission thereunder and that they have
performed a review of the unaudited interim financial information of the
Company for the three-month period ended March 31, 2002 and as at March 31,
2002, in accordance with generally accepted auditing standards applicable in
the ROC and statement on Auditing Standards No. 71, provided that the letter
delivered on the Closing Date shall use a "cut-off" date not earlier than the
date hereof and the letter delivered on any settlement date shall use a


                                      39
<PAGE>

"cut off" date not earlier than the date of the third Business Day prior to
such settlement date, and stating in effect that:

              (a) In their opinion the audited financial statements and
     financial statement schedules included in the Registration Statement and
     the Prospectuses and reported on by them comply as to form in all material
     respects with the applicable accounting requirements of generally accepted
     accounting principles in the ROC and the applicable accounting
     requirements of the Act and the related rules and regulations adopted by
     the Commission; and all necessary adjustments to net income and
     shareholders' equity for the periods presented that would be required if
     U.S. generally accepted accounting principles had been applied have been
     made.

              (b) On the basis of a reading of the latest unaudited financial
     statements made available by the Company and the Subsidiaries; their
     limited review, in accordance with generally accepted auditing standards
     applicable in the ROC and standards established under Statement on
     Auditing Standards No. 71, of the unaudited interim financial information
     for the three-month period ended March 31, 2002, and as at March 31, 2002;
     carrying out certain specified procedures (but not an examination in
     accordance with generally accepted auditing standards) which would not
     necessarily reveal matters of significance with respect to the comments
     set forth in such letter; a reading of the minutes of the meetings of the
     stockholders and directors of the Company and the Subsidiaries; and
     inquiries of certain officials of the Company who have responsibility for
     financial and accounting matters of the Company and the Subsidiaries as to
     transactions and events subsequent to December 31, 2001, nothing came to
     their attention which caused them to believe that:

               (i) any unaudited financial statements included in the
          Registration Statement and the Prospectuses do not comply as to form
          in all material respects with generally accepted accounting
          principles and the regulations in the ROC and applicable accounting
          requirements of the Act and with the related rules and regulations
          adopted by the Commission with respect to registration statements on
          Form F-1; and said unaudited financial statements are not in
          conformity with generally accepted accounting principles applied on a
          basis substantially consistent with that of the audited financial
          statements included in the Registration Statement and the
          Prospectuses; and all necessary adjustments to net income and
          shareholders' equity for such interim period that would be required
          if U.S. generally accepted accounting principles had been applied
          have not been made.

               (ii) with respect to the period subsequent to March 31, 2002,
          there were any changes, at a specified date not more than five days
          prior to the date of the letter, in the long-term debt of the Company
          and the Subsidiaries or capital stock of the Company or decreases in
          the consolidated net current assets or stockholders' equity of the
          Company as compared with the amounts shown on the March 31, 2002,
          consolidated balance sheet included in the Registration Statement and
          the Prospectuses, or for the period from April 1, 2002 to such
          specified date there were any decreases, as compared with the
          corresponding period in the preceding year in


                                      40
<PAGE>

          consolidated net sales or in the total or per-share amounts of net
          income of the Company and the Subsidiaries, except in all instances
          for changes or decreases set forth in such letter, in which case the
          letter shall be accompanied by an explanation by the Company as to
          the significance thereof unless said explanation is not deemed
          necessary by the Representatives.

              (c) They have performed certain other specified procedures as a
     result of which they determined that certain information of an accounting,
     financial or statistical nature (which is limited to accounting, financial
     or statistical information derived from the general accounting records of
     the Company and its subsidiaries) set forth in the Registration Statement
     and the Prospectuses, including the information set forth under the
     captions "Prospectus Summary - Summary Financial and Operational Data" and
     "Selected Financial and Operational Data" in the Prospectuses, agrees with
     the accounting records of the Company and its subsidiaries, excluding any
     questions of legal interpretation.

              (d) On the basis of a reading of the unaudited pro forma
     financial statements included in the Registration Statement and the
     Prospectuses (the "pro forma financial statements"); carrying out certain
     specified procedures; inquiries of certain officials of the Company and
     Unipac Optoelectronics Corporation, who have responsibility for financial
     and accounting matters; and proving the arithmetic accuracy of the
     application of the pro forma adjustments to the historical amounts in the
     pro forma financial statements, nothing came to their attention which
     caused them to believe that the pro forma financial statements do not
     comply as to form in all material respects with the applicable accounting
     requirements of Rule 11-02 of Regulation S-X or that the pro forma
     adjustments have not been properly applied to the historical amounts in
     the compilation of such statements.

         (xii) The Company shall have requested and caused Diwan, Ernst & Young
to have furnished to the Representatives letters, dated respectively as of the
Execution Time, as of the Closing Date, and as of any settlement date, in form
and substance satisfactory to the Representatives, confirming that they are
independent accountants within the meaning of the Act and the applicable rules
and regulations adopted by the Commission thereunder and containing other
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements of
Unipac Optoelectronics Corporation and certain financial information contained
in the Registration Statement and the Prospectuses, provided that the letter
delivered on the Closing Date shall use a "cut-off" date not earlier than the
date hereof and the letter delivered on any settlement date shall use a "cut
off" date not earlier than the date of the third Business Day prior to such
settlement date.

         (xiii) Subsequent to the Execution Time or, if earlier, the dates as
of which information is given in the Registration Statement (exclusive of any
amendment thereof), and the Prospectuses (exclusive of any supplement thereto),
there shall not have been (a) any change or decrease specified in the letter or
letters referred to in paragraph (x) of this Section 6 or (b) any change, or
any development involving a prospective change, in or affecting the condition
(financial or otherwise), earnings, business or properties of the Company and
the Subsidiaries, taken as a whole, whether or not arising from transactions in

                                      41
<PAGE>

the ordinary course of business, except as set forth in or contemplated in the
Prospectuses (exclusive of any supplement thereto) the effect of which, in any
case referred to in clause (a) or (b) above, is, in the sole judgment of the
International Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or delivery of the
International Securities as contemplated by the Registration Statement
(exclusive of any amendment thereof), the ADR Registration Statement and the
Prospectuses (exclusive of any supplement thereto).

         (xiv) The Company and the Depositary shall have executed and delivered
the Deposit Agreement, and the Selling Shareholders shall have executed and
delivered the Power of Attorney, in each case in form and substance
satisfactory to the Representatives, and each of the Deposit Agreement and the
Powers of Attorney shall be in full force and effect.

         (xv) The Selling Shareholders shall have delivered to the Depositary,
no later than on the Deposit Date, a New Taiwan dollar Bank of Taiwan cheque
payable to the ROC taxing authority, dated as of such date of delivery, in the
amount of the securities transfer tax payable on the transfer on the Closing
Date or the settlement date, as the case may be, of the Option Shares
represented by the ADSs to be sold by the Selling Shareholders pursuant to the
Underwriting Agreements to the appropriate taxing authorities in the Republic
of China.

         (xvi) The Depositary shall have furnished or caused to be furnished to
the Representatives certificates satisfactory to the Representatives evidencing
(i) the deposit with the Depositary of the Certificates of Payment or Option
Shares in respect of which ADSs to be purchased by the Underwriters on the
Closing Date or any settlement date, as the case may be, are to be issued, (ii)
the execution, issuance, countersignature (if applicable) and delivery of the
ADRs evidencing such ADSs pursuant to the Deposit Agreement, (iii) if
applicable, the receipt by the Depositary of the New Taiwan dollar Bank of
Taiwan cheque referred to in Section 6(xv) hereof, and (iv) such other matters
related thereto as the Representatives reasonably request.

         (xvii) Prior to each of the Closing Date and any settlement date, the
Company and the Selling Shareholders shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.

         (xviii) The ADSs shall have been listed and admitted and authorized
for trading on the New York Stock Exchange, subject only to official notice of
issuance, and satisfactory evidence of such actions shall have been provided to
the Representatives.

         (xix) At the Execution Time, the Company shall have furnished to the
Representatives a letter substantially in the form of Exhibit A hereto from
each executive officer of the Company listed in the Prospectuses, and the legal
entity represented by each director and supervisor of the Company, in each case
addressed to the Representatives.

         (xx) No order or notice, oral or written, from any governmental or
regulatory authority of the ROC, including the ROC SFC, has been received by
the Company to the effect that the offering contemplated by this Agreement, if
consummated, will contravene applicable laws or regulations of the ROC.

                                      42
<PAGE>

         (xxi) Prior to the Closing Date, the Company shall have received from
each of its employees entitled to subscribe to the Underwritten Shares a
written waiver of such employee's right to subscribe to such Underwritten
Shares.

         (xxii) The closing of the purchase of the U.S. Underwritten Securities
to be issued and sold by the Company and the Selling Shareholders pursuant to
the U.S. Underwriting Agreement shall occur concurrently with the closing of
the purchase of the International Underwritten Securities described herein.

         If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the International Underwriters under this
Agreement may be canceled at, or at any time prior to, the Closing Date or the
settlement date by the Representatives. Notice of such cancellation shall be
given to the Company and each Selling Shareholder in writing or by telephone or
facsimile confirmed in writing.

         The documents required to be delivered by this Section 6 shall be
delivered at the office of Davis Polk & Wardwell, counsel for the Underwriters,
at 18/F, The Hong Kong Club Building, 3A Chater Road, Hong Kong, on the Closing
Date.

         7.  Reimbursement of Underwriters' Expenses. If the sale of the
International Securities provided for in this Agreement is not consummated:

              (a) Because any condition to the obligations of the Underwriters
     set forth in Section 6 hereof is not satisfied because of any refusal,
     inability or failure of the Company to comply with such condition, or
     because of any refusal, inability or failure on the part of the Company to
     perform any agreement in this Agreement or comply with any provision
     hereof other than by reason of a default by any of the Underwriters, the
     Underwriters shall not be required to make any payments, or reimburse the
     Company or the Selling Shareholders for any payments, described in Section
     5(i)(o) hereof, and the Company will reimburse the Underwriters severally
     through Salomon Smith Barney Inc. on demand for (i) all out-of-pocket
     expenses (including reasonable fees and disbursements of counsel) that
     shall have been incurred by them in connection with the proposed purchase
     and sale of the Securities and (ii) all payments by the Underwriters under
     Section 5(i)(o) hereof.

              (b) Because of any termination pursuant to Section 10 hereof, the
     Underwriters shall not be required to make any payments, or reimburse the
     Company or the Selling Shareholders for any payments, described in Section
     5(i)(o) hereof and the Company will reimburse the Underwriters severally
     through Salomon Smith Barney Inc. on demand for all payments made by the
     Underwriters pursuant to Section 5(i)(o) hereof; provided that if the
     Company or any of its subsidiaries consummates an international securities
     offering with any lead manager other than Salomon Smith Barney Inc. or any
     of the affiliates of Salomon Smith Barney Inc. in the period ending 365
     days following such termination, then immediately upon the consummation of
     such offering, the Company will, in addition, reimburse the

                                      43
<PAGE>

     Underwriters severally through Salomon Smith Barney Inc. on demand for all
     out-of-pocket expenses (including reasonable fees and disbursements of
     counsel) that shall have been incurred by them in connection with the
     proposed purchase and sale of the Securities.

              (c) For any reason other than those set forth in paragraphs (a)
     or (b) above, the Underwriters will not be required to make any payments,
     or reimburse the Company or the Selling Shareholders for any payments,
     described in Section 5(i)(o) hereof, and the Company will reimburse the
     Underwriters severally through Salomon Smith Barney Inc. on demand for all
     payments by the Underwriters under Section 5(i)(o) hereof.

         If the Company is required to make any payments to the Underwriters
under this Section 7 because of any Selling Shareholder's refusal, inability or
failure to satisfy any condition to the obligations of the Underwriters set
forth in Section 6, the Selling Shareholders shall reimburse the Company pro
rata in proportion to the percentage of Securities to be sold by each on demand
for all amounts so paid.

         8.  Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each International Underwriter, the directors,
officers, employees and agents of each International Underwriter and each
person who controls any International Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in the registration statement for the registration of the Securities as
originally filed or in any amendment thereof, or in the ADR Registration
Statement as originally filed or in any amendment thereof, or in any U.S. or
International Preliminary Prospectus or in either of the Prospectuses, or in
any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any International
Underwriter through the International Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

              (b) Each Selling Shareholder severally and not jointly agrees to
     indemnify and hold harmless the Company, each of its directors, each of
     its officers who signs the Registration Statement or the ADR Registration
     Statement, each International Underwriter, the directors, officers,
     employees and agents of each International Underwriter and each person who
     controls the Company or any International Underwriter within the meaning
     of either the Act or the Exchange Act and each other


                                      44
<PAGE>

     Selling Shareholder, if any, to the same extent as the foregoing indemnity
     from the Company to each International Underwriter, but only with
     reference to written information furnished to the Company by or on behalf
     of such Selling Shareholder specifically for inclusion in the documents
     referred to in the indemnity in Section 8(a). This indemnity agreement
     will be in addition to any liability which any Selling Shareholder may
     otherwise have.

              (c) Each International Underwriter severally and not jointly
     agrees to indemnify and hold harmless the Company, each of its directors,
     each of its officers who signs the Registration Statement or the ADR
     Registration Statement, and each person who controls the Company within
     the meaning of either the Act or the Exchange Act and each Selling
     Shareholder, to the same extent as the indemnity in Section 8(a) from the
     Company to each International Underwriter, but only with reference to
     written information relating to such International Underwriter furnished
     to the Company by or on behalf of such International Underwriter through
     the Representatives specifically for inclusion in the documents referred
     to in the indemnity in Section 8(a). This indemnity agreement will be in
     addition to any liability which any International Underwriter may
     otherwise have. The Company and each Selling Shareholder acknowledge that
     the statements set forth in the last paragraph of the cover page regarding
     delivery of the Securities, and, under the heading "Underwriting," (i) the
     list of Underwriters and their respective participation in the sale of the
     Securities, (ii) the sentences related to concessions and reallowances,
     and (iii) the paragraph related to stabilization, syndicate covering
     transactions and penalty bids in any U.S. or International Preliminary
     Prospectus and the Prospectuses, constitute the only information furnished
     in writing by or on behalf of the several Underwriters for inclusion in
     any U.S. or International Preliminary Prospectus or the Prospectuses.

              (d) Promptly after receipt by an indemnified party under this
     Section 8 of notice of the commencement of any action, such indemnified
     party will, if a claim in respect thereof is to be made against the
     indemnifying party under this Section 8, notify the indemnifying party in
     writing of the commencement thereof; but the failure so to notify the
     indemnifying party (i) will not relieve it from liability under paragraph
     (a), (b) or (c) above unless and to the extent it did not otherwise learn
     of such action and such failure results in the forfeiture by the
     indemnifying party of substantial rights and defenses and (ii) will not,
     in any event, relieve the indemnifying party from any obligations to any
     indemnified party other than the indemnification obligation provided in
     paragraph (a), (b) or (c) above. The indemnifying party shall be entitled
     to appoint counsel of the indemnifying party's choice at the indemnifying
     party's expense to represent the indemnified party in any action for which
     indemnification is sought (in which case the indemnifying party shall not
     thereafter be responsible for the fees and expenses of any separate
     counsel retained by the indemnified party or parties except as set forth
     below); provided, however, that such counsel shall be satisfactory to the
     indemnified party. Notwithstanding the indemnifying party's election to
     appoint counsel to represent the indemnified party in an action, the
     indemnified party shall have the right to employ separate counsel
     (including local counsel), and the indemnifying party shall bear the
     reasonable fees, costs and expenses of such separate counsel if (i) the
     use of counsel chosen by the indemnifying


                                      45
<PAGE>

     party to represent the indemnified party would present such counsel with a
     conflict of interest, (ii) the actual or potential defendants in, or
     targets of, any such action include both the indemnified party and the
     indemnifying party and the indemnified party shall have reasonably
     concluded that there may be legal defenses available to it and/or other
     indemnified parties which are different from or additional to those
     available to the indemnifying party, (iii) the indemnifying party shall
     not have employed counsel satisfactory to the indemnified party to
     represent the indemnified party within a reasonable time after notice of
     the institution of such action or (iv) the indemnifying party shall
     authorize the indemnified party to employ separate counsel at the expense
     of the indemnifying party. It is understood that the indemnifying party
     shall not, in respect of the legal expenses of any indemnified party in
     connection with any proceeding or related proceedings in the same
     jurisdiction, be liable for (i) the fees and expenses of more than one
     separate firm (in addition to any local counsel) for all Underwriters and
     the directors, officers, employees and agents of each Underwriter and each
     person who controls any Underwriter within the meaning of either the Act
     or the Exchange Act, (ii) the fees and expenses of more than one separate
     firm (in addition to any local counsel) for the Company, its directors,
     its officers who sign the Registration Statement and each person, if any,
     who controls the Company within the meaning of either the Act or the
     Exchange Act and (iii) the fees and expenses of more than one separate
     firm (in addition to any local counsel) for all Selling Shareholders and
     all persons, if any, who control any Selling Shareholder within the
     meaning of either the Act or the Exchange Act, and that all such fees and
     expenses shall be reimbursed as they are incurred. In the case of any such
     separate firm for the Underwriters and directors, officers, employees and
     agents, and control persons, of any Underwriters, such firm shall be
     designated in writing by Salomon Smith Barney Inc. In the case of any such
     separate firm for the Company, and such directors, officers and control
     persons of the Company, such firm shall be designated in writing by the
     Company. In the case of any such separate firm for the Selling
     Shareholders and such control persons of any Selling Shareholders, such
     firm shall be designated in writing by the persons named as
     attorneys-in-fact for the Selling Shareholders under the Powers of
     Attorney. An indemnifying party will not, without the prior written
     consent of the indemnified parties, settle or compromise or consent to the
     entry of any judgment with respect to any pending or threatened claim,
     action, suit or proceeding in respect of which indemnification or
     contribution may be sought under this Agreement (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding.

              (e) In the event that the indemnity provided in paragraph (a),
     (b) or (c) of this Section 8 is unavailable to or insufficient to hold
     harmless an indemnified party for any reason, the Company, the Selling
     Shareholders and the International Underwriters agree to contribute to the
     aggregate losses, claims, damages and liabilities (including legal or
     other expenses reasonably incurred in connection with investigating or
     defending same) (collectively "Losses") to which the Company, one or more
     of the Selling Shareholders and one or more of the International
     Underwriters may be subject in such proportion as is appropriate to
     reflect the relative benefits received by the Company, by the Selling
     Shareholders and by the International


                                      46
<PAGE>

     Underwriters from the offering of the International Securities; provided,
     however, that in no case shall any International Underwriter (except as
     may be provided in any agreement among underwriters relating to the
     offering of the Securities) be responsible for any amount in excess of the
     underwriting discount or commission applicable to the International
     Securities purchased by such International Underwriter under this
     Agreement. If the allocation provided by the immediately preceding
     sentence is unavailable for any reason, the Company, the Selling
     Shareholders and the International Underwriters shall contribute in such
     proportion as is appropriate to reflect not only such relative benefits
     but also the relative fault of the Company, of the Selling Shareholders
     and of the International Underwriters in connection with the statements or
     omissions which resulted in such Losses as well as any other relevant
     equitable considerations. Benefits received by the Company and by the
     Selling Shareholders shall be deemed to be equal to the total net proceeds
     from the offering (before deducting expenses) received by each of them,
     and benefits received by the International Underwriters shall be deemed to
     be equal to the total underwriting discounts and commissions, in each case
     as set forth on the cover page of the International Prospectus. Relative
     fault shall be determined by reference to, among other things, whether any
     untrue or any alleged untrue statement of a material fact or the omission
     or alleged omission to state a material fact relates to information
     provided by the Company and the Selling Shareholders on the one hand or
     the International Underwriters on the other, the intent of the parties and
     their relative knowledge, access to information and opportunity to correct
     or prevent such untrue statement or omission. The Company, the Selling
     Shareholders and the International Underwriters agree that it would not be
     just and equitable if contribution were determined by pro rata allocation
     or any other method of allocation which does not take account of the
     equitable considerations referred to above. Notwithstanding the provisions
     of this paragraph (e), no person guilty of fraudulent misrepresentation
     (within the meaning of Section 11(f) of the Act) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation. For purposes of this Section 8, each person who
     controls an International Underwriter within the meaning of either the Act
     or the Exchange Act and each director, officer, employee and agent of an
     International Underwriter shall have the same rights to contribution as
     such International Underwriter, and each person who controls the Company
     within the meaning of either the Act or the Exchange Act, each officer of
     the Company who shall have signed the Registration Statement or the ADR
     Registration Statement and each director of the Company shall have the
     same rights to contribution as the Company, subject in each case to the
     applicable terms and conditions of this paragraph (e).

         9.  Default by an Underwriter. If any one or more International
Underwriters shall fail to purchase and pay for any of the International
Securities agreed to be purchased by such International Underwriter or
International Underwriters under this Agreement and such failure to purchase
shall constitute a default in the performance of its or their obligations under
this Agreement, the remaining International Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the
amount of International Securities set forth opposite their names in Schedule I
hereto bears to the aggregate amount of International Securities set forth
opposite the names of all the remaining International Underwriters) the
International Securities which the defaulting International Underwriter or
International


                                      47
<PAGE>

Underwriters agreed but failed to purchase; provided, however,
that in the event that the aggregate amount of International Securities which
the defaulting International Underwriter or International Underwriters agreed
but failed to purchase shall exceed 10% of the aggregate amount of
International Securities set forth in Schedule I hereto, the remaining
International Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the International Securities, and
if such nondefaulting International Underwriters do not purchase all the
International Securities, this Agreement will terminate without liability to
any nondefaulting International Underwriter, the Selling Shareholders or the
Company. In the event of a default by any International Underwriter as set
forth in this Section 9, the Closing Date shall be postponed for such period,
not exceeding five Business Days, as the International Representatives shall
determine in order that the required changes in the Registration Statement, the
ADR Registration Statement and the Prospectuses or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting International Underwriter of its liability, if any, to the
Company, the Selling Shareholders and any nondefaulting International
Underwriter for damages occasioned by its default under this Agreement.

         10.  Termination. This Agreement shall be subject to termination in the
absolute discretion of the International Representatives, by notice given to
the Company prior to delivery of and payment for the International Securities,
if at any time prior to such time (i) trading in the Company's Common Shares
shall have been suspended by the Commission or the Taiwan Stock Exchange or
trading in securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on either of
such Exchanges, (ii) a banking moratorium shall have been declared by U.S.
Federal, New York State or the ROC authorities or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States or the ROC of a national emergency or war, or other calamity or crisis
the effect of which on financial markets is such as to make it, in the sole
judgment of the International Representatives, impractical or inadvisable to
proceed with the offering or delivery of the International Securities as
contemplated by the International Prospectus (exclusive of any supplement
thereto).

         11.  Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers, of each Selling Shareholder and of the
International Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of any International Underwriter, any Selling Shareholder or the Company
or any of the officers, directors or controlling persons referred to in Section
8 hereof, and will survive delivery of and payment for the International
Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.

         12.  Notices. All communications under this Agreement will be in
writing and effective only on receipt, and, if sent to the International
Representatives, will be mailed, delivered or telefaxed to Salomon Smith Barney
Inc., Attention: General Counsel (fax no.: (212) 816-7912) and confirmed to
such General Counsel at Salomon Smith Barney Inc., 388 Greenwich Street, New
York, New York, 10013, Attention: General Counsel; or, if sent to the Company,
will be mailed, delivered or telefaxed to (fax no.: (886-3) 564-3370) and
confirmed to it at 1 Li-Hsin Rd., 2 Science-Based Industrial Park, Hsin-Chu
300, Taiwan,


                                      48
<PAGE>

ROC, attention of Jerry Liu, Senior Manager of Finance Department; or if sent
to any Selling Shareholder, will be mailed, delivered or telefaxed and
confirmed to it at the address set forth in Schedule II hereto.

         13.  Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation under this Agreement.

         14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.

         15.  Jurisdiction. Each of the Company and the Selling Shareholders
agrees that any suit, action or proceeding against the Company brought by any
International Underwriter, the directors, officers, employees and agents of any
International Underwriter, or by any person who controls any International
Underwriter, arising out of or based upon this Agreement or the transactions
contemplated hereby may be instituted in any New York Court, and waives any
objection which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the non-exclusive jurisdiction of such
courts in any suit, action or proceeding. Each of the Company and each Selling
Shareholder other than UMC has appointed CT Corporation System, Inc., 111
Eighth Avenue, New York, New York 10011 as its authorized agent and UMC has
appointed Law+, P.C., 993 Highland Circle, Los Altos, CA 94024 as its
authorized agent (the "Authorized Agent") upon whom process may be served in
any suit, action or proceeding arising out of or based upon this Agreement or
the transactions contemplated herein which may be instituted in any New York
Court, by any International Underwriter, the directors, officers, employees and
agents of any International Underwriter, or by any person who controls any
International Underwriter, and expressly accepts the non-exclusive jurisdiction
of any such court in respect of any such suit, action or proceeding. Each of
the Company and the Selling Shareholders hereby represents and warrants that
the Authorized Agent has accepted such appointment and has agreed to act as
said agent for service of process, and the Company agrees to take any and all
action, including the filing of any and all documents that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of
process upon the Authorized Agent shall be deemed, in every respect, effective
service of process upon the Company and the Selling Shareholders.
Notwithstanding the foregoing, any action arising out of or based upon this
Agreement may be instituted by any International Underwriter, the directors,
officers, employees and agents of any International Underwriter, or by any
person who controls any International Underwriter, in any court of competent
jurisdiction in the ROC.

         The provisions of this Section 15 shall survive any termination of this
Agreement, in whole or in part.

         16. Currency. Each reference in this Agreement to U.S. Dollars (the
"relevant currency") is of the essence. To the fullest extent permitted by law,
the obligations of each of the Company and the Selling Shareholders in respect
of any amount due under this Agreement will, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount in the relevant currency that the


                                      49
<PAGE>

party entitled to receive such payment may, in accordance with its normal
procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the Business Day immediately following the
day on which such party receives such payment. If the amount in the relevant
currency that may be so purchased for any reason falls short of the amount
originally due, the Company or the Selling Shareholder making such payment will
pay such additional amounts, in the relevant currency, as may be necessary to
compensate for the shortfall. Any obligation of any of the Company or the
Selling Shareholders not discharged by such payment will, to the fullest extent
permitted by applicable law, be due as a separate and independent obligation
and, until discharged as provided herein, will continue in full force and
effect.

         17.  Waiver of Immunity. To the extent that any of the Company or the
Selling Shareholders has or hereafter may acquire any immunity (sovereign or
otherwise) from any legal action, suit or proceeding, from jurisdiction of any
court or from set-off or any legal process (whether service or notice,
attachment in aid or otherwise) with respect to itself or any of its property,
each of the Company and the Selling Shareholders hereby irrevocably waives and
agrees not to plead or claim such immunity in respect of its obligations under
this Agreement.

         18.  Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

         19.  Headings. The section headings used in this Agreement are for
convenience only and shall not affect the construction hereof.

         20.  Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.

         "Act" shall mean the United States Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "ADR Registration Statement" shall mean the registration statement
referred to in paragraph 1(i)(c) above, including all exhibits thereto, each as
amended at the time such part of the registration statement became effective.

         "ADRs" shall mean the certificates issued by the Depositary to
evidence the American depositary shares issued under the terms of the Deposit
Agreement.

         "ADSs" shall mean the American depositary shares, each of which
represents ten (10) common shares of the Company, par value NT$10 per share,
issued under the terms of the Deposit Agreement.

         "Affiliate" shall mean, with respect to any Selling Shareholder other
than Kuang-Hwa, any affiliate of such Selling Shareholder, and, solely with
respect to Kuang-Hwa, any person or entity directly, or indirectly through one
or more intermediaries, controlled by Kuang-Hwa.

                                      50
<PAGE>

         "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City or the ROC.

         "Commission" shall mean the Securities and Exchange Commission.

         "Effective Date" shall mean each date and time that the Registration
Statement and the ADR Registration Statement, any post-effective amendment or
amendments thereto and any Rule 462(b) Registration Statement became or become
effective.

         "Exchange Act" shall mean the United States Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.

         "Execution Time" shall mean the date and time that this U.S.
Underwriting Agreement is executed and delivered by the parties hereto.

         "International Preliminary Prospectus" shall have the meaning set
forth under "U.S. Preliminary Prospectus."

         "International Prospectus" shall mean such form of prospectus relating
to the International Securities as first filed pursuant to Rule 424(b) after
the Execution Time or, if no filing pursuant to Rule 424(b) is made, such form
of prospectus included in the Registration Statement at the Effective Date.

         "International Representatives" shall mean the addressees of the
International Underwriting Agreement.

         "International Securities" shall mean the International Underwritten
Securities and the International Option Securities.

         "International Underwriters" shall mean the several underwriters named
in Schedule I to the International Underwriting Agreement.

         "International Underwriting Agreement" shall mean the International
Underwriting Agreement dated the date hereof related to the sale of the
International Securities by the Company and the Selling Shareholders to the
International Underwriters.

         "New York Courts" shall mean the U.S. Federal or State courts located
in the State of New York, County of New York.

         "Option Securities" shall mean the U.S. Option Securities and the
International Option Securities.

         "Option Shares" shall mean the U.S. Option Shares and the International
Option Shares.

          "Preliminary Prospectus" shall have the meaning set forth under "U.S.
Preliminary Prospectus."

                                      51
<PAGE>

         "Prospectuses" and "each Prospectus" shall mean the U.S. Prospectus and
the International Prospectus.

         "Registration Statement" shall mean the registration statement
referred to in paragraph 1(i)(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in the
event any post-effective amendment thereto or any Rule 462(b) Registration
Statement becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule 462(b) Registration
Statement, as the case may be. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective Date as provided by
Rule 430A.

         "Representatives" shall mean the U.S. Representatives and the
International Representatives.

         "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the
Act.

         "Rule 430A Information" shall mean information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.

         "Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b) relating to
the offering covered by the registration statement referred to in Section
1(a)(i) hereof.

         "Securities" shall mean the U.S. Securities and the International
Securities.

         "Selling Shareholders" shall mean the persons named on Schedule II to
the U.S. Underwriting Agreement and the International Underwriting Agreement.

         "Shares" shall mean the U.S. Shares and the International Shares.

         "Subsidiaries" shall mean the subsidiaries of the Company listed on
Annex A attached hereto.

         "UMC Letter" shall mean the letter agreement dated April 30, 2002
between the Company and Salomon Smith Barney Inc. relating to the offering by
United Microelectronics Corporation of bonds that will be exchangeable into the
Common Shares or ADSs of the Company.

         "Underlying Shares" shall mean the Shares that will be represented by
the ADSs.

         "Underwriter" and "Underwriters" shall mean the U.S. Underwriters and
the International Underwriters.

         "Underwritten Securities" shall mean the U.S. Underwritten Securities
and the International Underwritten Securities.

                                      52
<PAGE>

         "Underwritten Shares" shall mean the U.S. Underwritten Shares and the
International Underwritten Shares.

         "United States or Canadian Person" shall mean any person who is a
national or resident of the United States or Canada, any corporation,
partnership, or other entity created or organized in or under the laws of the
United States or Canada or of any political subdivision thereof, or any estate
or trust the income of which is subject to United States or Canadian Federal
income taxation, regardless of its source (other than any non-United States or
non-Canadian branch of any United States or Canadian Person), and shall include
any United States or Canadian branch of a person other than a United States or
Canadian Person. "U.S." or "United States" shall mean the United States of
America (including the states thereof and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.

         "U.S. Preliminary Prospectus" and "International Preliminary
Prospectus", respectively, shall mean any preliminary prospectus with respect
to the offering of the U.S. Securities and the International Securities, as the
case may be, referred to in paragraph 1(i)(a) above and any preliminary
prospectus with respect to the offering of the U.S. Securities and the
International Securities, as the case may be, included in the Registration
Statement at the Effective Date that omits Rule 430A Information; and the U.S.
Preliminary Prospectus and the International Preliminary Prospectus are
hereinafter collectively called the "Preliminary Prospectuses".

         "U.S. Prospectus" shall mean the prospectus relating to the Securities
that is first filed pursuant to Rule 424(b) after the Execution Time or, if no
filing pursuant to Rule 424(b) is required, shall mean the form of final
prospectus relating to the Securities included in the Registration Statement at
the Effective Date.

         "U.S. Representatives" shall mean the addressees of the U.S.
Underwriting Agreement.

         "U.S. Securities" shall mean the U.S. Underwritten Securities and the
U.S. Option Securities.

         "U.S. Underwriting Agreement" shall mean this agreement relating to
the sale of the U.S. Securities by the Company and the Selling Shareholders to
the U.S. Underwriters.

         "U.S. Underwriters" shall mean the several underwriters named in
Schedule I to the U.S. Underwriting Agreement.


                                      53
<PAGE>



         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several International Underwriters.

                                      Very truly yours,


                                      AU Optronics Corp.


                                      By: /s/ Kuen-Yao (K.Y.) Lee
                                          --------------------------------------
                                          Chief Executive Officer


                                      Benq Corporation


                                      By: /s/ Kuen-Yao (K.Y.) Lee
                                          --------------------------------------
                                          President


                                      United Microelectronics Corporation


                                      By: /s/ Max Weishun Cheng
                                          --------------------------------------
                                          Attorney-in-fact


                                      Acer Inc.


                                      By: /s/ Max Weishun Cheng
                                          --------------------------------------
                                          Attorney-in-fact


                                      Kuang-Hwa Investment Holding Co., Ltd.


                                      By: /s/ Max Weishun Cheng
                                          --------------------------------------
                                           Attorney-in-fact


                                      54
<PAGE>


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.


Salomon Smith Barney Inc.
UBS AG, acting through its business group UBS Warburg
ING Bank N.V.
CLSA Limited
Daiwa Securities SMBC Hong Kong Limited
Lehman Brothers Inc.

By: Salomon Smith Barney Inc.


By: /s/ Willy Liu
    ----------------------
    Managing Director

For themselves and the other
several International Underwriters
named in Schedule I to the foregoing
Agreement.



                                      55
<PAGE>


                                   SCHEDULE I


                                                   Number of ADSs (representing
                                                   Underwritten Shares) to be
Underwriters                                       Purchased
------------                                       -----------------------------

Salomon Smith Barney Inc...........................         15,000,000
UBS AG, acting through its business group
    UBS Warburg....................................          5,000,000
ING Bank N.V.......................................          2,500,000
CLSA Limited.......................................         1, 000,000
Daiwa Securities SMBC Hong Kong Limited............         1, 000,000
Lehman Brothers Inc................................            500,000
                                                          ------------
                                Total..............         25,000,000




<PAGE>



                                  SCHEDULE II


                                                   Maximum Number of ADSs
                                                   (representing Option Shares)
Selling Shareholders:                              to be Sold
---------------------                              ----------------------------

Benq Corporation
157, Shan-Ying Road,
Gueishan Taoyuan, 333
Taiwan, ROC
Fax No.: (886-3) 359-3235                                     1,250,000

United Microelectronics Corporation
No. 3 Lee-Hsing Road II,
Science-Based Industrial Park, Hsin-Chu City 300,
Taiwan, ROC
Fax No.: (886-3) 577-4767                                     1,250,000

Acer Inc.
21F, #88, Hsin Tai Wu Road, Sec. 1, Hsinchih, Taipei,
Tsien 221,
Taiwan, ROC
Fax No.: (886-2) 8691-1009                                      500,000

Kuang-Hwa Investment Holding Co., Ltd.
10F, 232, Pa Teh Road, Sec 2, Taipei,
Taiwan, ROC
Fax No.: (886-2) 2711-3699                                      500,000

                                                              ---------

                                  Total ................      3,500,000



<PAGE>



                                                                      EXHIBIT A


[Form of Lock-Up Agreement]


               [Letterhead of executive officer or shareholder of

                              AU Optronics Corp.]


                                                                         , 2002

Salomon Smith Barney Inc.
UBS AG, acting through its business group UBS Warburg
CLSA Limited
Daiwa Securities SMBC Hong Kong Limited
Lehman Brothers Inc.
As Representatives of the several U.S. Underwriters
  and International Underwriters

ING Financial Markets LLC
As Representative of the Several U.S. Underwriters

ING Bank N.V.
As Representative of the Several International Underwriters

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  This letter is being delivered to you in connection with the
proposed U.S. Underwriting Agreement and International Underwriting Agreement
(collectively, the "Underwriting Agreements") to be entered into between AU
Optronics Corp. (the "Company"), a corporation organized under the laws of the
Republic of China, the selling shareholders to be named therein, and you as
representative of a group of U.S. Underwriters and International Underwriters
to be named therein, relating to an underwritten public offering of American
depositary shares ("ADSs"), each ADS representing ten common shares, par value
NT$10.00 per share, of the Company (the "Common Shares").

                  In order to induce you and the other U.S. Underwriters and
International Underwriters to enter into the Underwriting Agreements, the
undersigned will not, without the prior written consent of Salomon Smith Barney
Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be

                                      A-1

<PAGE>

expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the U.S. Securities and Exchange Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position, within the meaning of Section 16 of the U.S. Securities
Exchange Act of 1934, as amended, and the rules and regulations of the U.S.
Securities and Exchange Commission promulgated thereunder with respect to, any
Common Shares or ADSs (other than Common Shares or ADSs disposed of as bona
fide gifts approved by Salomon Smith Barney Inc.) or any securities convertible
into, or exercisable or exchangeable for, Common Shares or ADSs, or publicly
announce an intention to effect any such transaction, for a period that
commences on the date hereof and ends 90 days after the date of the
Underwriting Agreements.

                  If, for any reason, the Underwriting Agreements shall be
terminated prior to the Closing Date (as defined in the Underwriting
Agreements), the agreement set forth above shall likewise be terminated.

                                                 Yours very truly,

                                                 [Signature of executive
                                                  officer or shareholder]

                                                 [Name and address of executive
                                                  officer or shareholder]



                                      A-2


<PAGE>

                                    Annex A

                                  Subsidiaries

AU Optronics (L) Corp.

AU Optronics Corporation
         America

AU Optronics (Suzhou) Corp.

AU Optronics Corporation
         Japan