Exhibit 1.1
 (Translation)
Articles of Incorporation of United Microelectronics Corporation
  Section I General ProvisionsArticle 1
    
    
    The Company shall be incorporated as a company limited by
shares under the Company Law and its name shall be United
Microelectronics Corporation.Article 2
    
    
    The scope of business of the Company shall be as follow:1.
    
    
    Integrated circuits;2.
    
    
    Various semiconductor parts and components, such as Hybrid Circuits, IC
Cards and Circuit Modules, etc.;3.
    
    
    Parts and components of microcomputers, microprocessors, peripheral
support and system products, such as Contact Image Sensors (CIS) and Liquid Crystal
Displays (LCD), etc.;4.
    
    
    Parts and components of Semiconductor memory and its systems products;5.
    
    
    Parts and components of semiconductor and its systems products used in
digital signal acquisition and transmission system;6.
    
    
    Parts and components of semiconductor and its systems products used in
telecommunication systems;7.
    
    
    Testing and packaging of integrated circuits8.
    
    
    Production of mask; research and development, design, production, sales,
promotion and after sale service of all above items and their application products.9.
    
    
    Also engage in export/import trade business in relation to the business
of the Company.Article 2-1
    
    
    The Company may act as a guarantor.Article 2-2
    
    
    When the Company becomes a shareholder of limited
liability in other companies, the total amount of
its investment may not be subject to the
restriction of not exceeding 40% of its own
paid-in capital as provided in Article 13 of the
Company Law.Article 3
    
    
    The Company shall have its head-office in Hsinchu
Science-based Industrial Park and, if necessary,
may set up branches or business offices in and out
of this country upon a resolution of its Board of
Directors and approval from the competent
government authority.Article 4
    
    
    Public notices of the Company shall be made in
accordance with Article 28 of the Company Law.Section II SharesArticle 5
    
    
    The total capital amount of the Company shall be
Two Hundred and Sixty billion New Taiwan Dollars
accounting for Twenty Six billion shares, at a par
value of Ten New Taiwan Dollars (NT$10) per share.
Board of Directors is authorized to issue the
unissued shares in installments. The issue price
per share will be determined by the Board of
Directors pursuant to the ROC Company Law or
relevant securities-related laws and regulations.The capital, within fifteen billion New Taiwan Dollars, is for corporate bonds
with equity warrants, which is one thousand and five hundred million shares, at a
par value of ten New Taiwan Dollars (NT$10) per share. Board of Directors is
authorized to issue the unissued shares in installments depending on the business
needs of the Company.Moreover, the capital, within twenty billion New Taiwan Dollars, is for warrant,
which is two billion shares at a par value of Ten New Taiwan Dollars (NT$10) per
share. Board of Directors is authorized to issue the unissued shares in
installments depending on the business needs of the Company.




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Article 6
    
    
    
    
    
    The share certificate of the Company can be all name-bearing share certificates and shall
be signed by, and affixed with the seals or by signature of, at least three directors of the
Company, and issued after duly authentication pursuant to the law.The Company can also deliver shares by wiring into account books based on related
regulations, rather printing physical shares. When issuing other securities, the
same rule applies.Article 7
    
    
    
    
    
    Registration for transfer of shares shall all be
suspended 60 days before the convocation of any ordinary
shareholders meeting, 30 days before the convocation of
extraordinary shareholders meeting, or 5 days before the
record day for distribution of dividend, interest and bonus or
any other benefit as scheduled by the Company.Section III Shareholders MeetingArticle 8
    
    
    
    
    
    Shareholders meeting shall be of two types, namely
general and extraordinary shareholders meeting; the former
shall be convened once a year by the Board of Directors in
accordance with laws within six months after the close of each
accounting fiscal year and the latter shall be convened in
accordance with laws whenever necessary.Article 9
    
    
    
    
    
    In case a shareholder is unable to attend a
shareholders meeting, he/she may issue proxy printed by the
Company setting forth the scope of authorization by signing or
affixing his/her seal on the proxy form for the representative
to be present on his/her behalf.Article 10
    
    
    
    
    
    Unless otherwise provided in the Laws, a shareholder of
the Company shall have one vote for each share held by him.Article 11
    
    
    
    
    
    Unless otherwise provided in the Company Law,
Securities and Exchange Act or other Laws, resolution shall be
made at the meeting attended by shareholders holding and
representing majority of the total number of issued and
outstanding shares and at which meeting a majority of the
shareholders shall vote in favor of the resolution.Section IV Directors and SupervisorsArticle 12
    
    
    
    
    
    The Company shall have nine (9) to eleven (11)
directors to be elected at a shareholders meeting through
nominating system from persons of legal capacity to serve a
term of three years. A director or supervisor may be
re-elected.At least three (3) directors or one-fifth of all directors,
whichever is higher, shall be the independent directors. The qualification,
the limitations of shareholding and concurrently serving other positions, the
methods of nomination and election and other related matters shall be subject
to the applicable laws.Article 13
    
    
    
    
    
    The Company shall set forth the Audit Committee, which comprises of all the independent directors. The seats, the
term, the authorities, the rules governing meetings and the resources the Company shall provide upon the
committees exercise of authority shall be governed by the charter of Audit Committee, which will be set forth
separately.Article 14
    
    
    
    
    
    The Company has to purchase D&O for directors during their terms.Article 15
    
    
    
    
    
    The Board of Directors shall be organized by directors. The Chairman of the Board shall be elected by majority of
directors present at a meeting attended by more than two thirds of directors. The directors may also elect a vice
Chairman of the Board whenever they may deem necessary to carry out the Companys activities. The Chairman of the
Board shall internally be the Chairman of the meeting of shareholders, Board of Directors and managing directors
meeting and externally represent the Company.




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Article 16

    
    
    In case the Chairman of the Board of Directors is on leave or unable to perform his duties for cause, the vice
Chairman of the Board of Directors, if any, shall act as the Chairman. If there is no vice Chairman of the Board
or the vice Chairman of the Board is also on leave or unable to perform his duties for cause, the Chairman of the
Board shall designate a director to act as the chairman. If no such designation, the directors shall elect one
from among themselves.Article 16-1

    
    
    In case a board member is unable to attend the Board of Directors meeting, he/she may issue proxy setting forth
the scope of authorization by signing or affixing his/her seal on the proxy form for another board member to
present on his/her behalf. The representative shall serve as the proxy for one director only.Other than demanded by ROC Company Law, Securities and Exchange Act or other Laws,
the resolution of the board of directors shall be adopted by a majority of the
directors present at the meeting attended by more than half of the directors.Article 17

    
    
    Remunerations for all directors shall be decided by the Board of Directors authorized by a meeting of shareholders
according to involvements and contributions to the Companies operation and at the normal rate adopted by other
firms of the same industry.Article 18
    
    
    The Board of Directors shall have the following functions and responsibilities:1.

    
    Examination and review of operational policy and medium and long-term
development plans.2.
    
    Review of and supervision over execution of annual business plans.3.

    
    Approval of budget and examination of the final settlement of account.4.
    
    Examination of capital increase/decrease plans.5.

    
    Examination of earnings distribution or loss making up programs.6.

    
    Examination and approval of important contracts.7.

    
    Examination of Articles of Incorporation or amendments thereof.8.

    
    Approval of organizational by-laws and important business rules.9.

    
    Decision in establishment, reorganization or removal of branch offices.10.

    
    Approval of major capital expenditure plans.11.

    
    Appointment and discharge of general manager and deputy general manager.12.

    
    Execution of resolutions adopted at shareholders meeting.13.

    
    Examination of matters proposed by general manager for decision.14.

    
    Convocation of shareholders meeting and making business reports.15.

    
    Other matters to be handled in accordance with the laws.Article 19

    
    
    Except for the authority provided under Paragraph 4,
Article 14-4 of the Securities and Exchange Act, the
authorities granted to each of the supervisor under the Company
Act, the Securities and Exchange Act and other laws shall be
granted to and exercised by the Audit Committee. Provisions of
Paragraph 4, Article 14-4 of the Securities and Exchange Act
which are relating to the supervisors activities and capacity
of being the representative of a company provided under the
Company Act shall apply mutatis mutandis to each independent
director, a member of the Audit Committee.Section V ManagersArticle 20

    
    
    The Company may have one Chief Executive Officer and
several managers, whose appointments, discharge, and
remunerations shall be subject to provisions in Article 29 of
the ROC Company Law. The title and scope of authority of the
managers are to be determined by the board of directors, and
the board of directors can authorize the chairman to determine.Section VI AccountingArticle 21

    
    
    The Board of Directors shall prepare at the close of
each accounting fiscal year for the Company (1) Business
Report, (2) Financial Statements, (3) Proposal of Distribution
of Earnings or
Making Up of Loss, etc. and submit the same to the general shareholders meeting
for acceptance.




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Article 22

    
    
    After making the final settlement of account, the Company shall allocate the net profit
(earnings), if any, according to the following sequence:1.

    
    Payment of taxes.2.

    
    Making up loss for preceding years.3.

    
    Setting aside 10% for legal reserve.4.

    
    Allocation of 0.1% of residual amount after deducting the amounts stated
in Items 1 through 3 above for remuneration of directors and supervisors.5.

    
    The amount of no less than 5% of the residual amount after distribution
of item 1 to 3, plus undistributed earnings from previous years, shall be
distributed as bonus to employees in the form of cash or new shares. The employees
may include certain qualified employees from affiliate companies and the
qualification of such employees is to be decided by the board of directors.6.

    
    The rest shall be distributed according to the distribution plan proposed
by the board of directors according to the dividend policy in paragraph two of this
clause and submitted to the shareholders meeting for approval.Because the company is still in its growth stage, the dividend policy of the
Company shall be determined pursuant to the factors, such as the investment
environment, capital requirement, domestic and overseas competition
environment and capital budget of the Company current or future, as well as
shareholders interest, balance of dividend and long term financial plan of
the Company. The Board of Directors shall propose the distribution plan and
submit to the shareholders meeting every year. The distribution of
shareholders dividend shall be allocated as cash dividend in the range of 20%
to 100%, and stock dividend in the range of 0% to 80%.Section VII Additional RulesArticle 23

    
    
    The organization by-law of the Company shall be provided otherwise.Article 24

    
    
    In regard to all matters not provided for in these Articles of Incorporation, the Company Law, Securities
and Exchange Act or other Laws shall govern.Article 25

    
    
    These Article of Incorporation were enacted on Feb. 21, 1980 and amended on Feb. 21, 1981 for the first
time, on May 16, 1981 for the second time, on Aug. 8, 1981 for the third time, on Oct. 20, 1981 for the fourth
time, on Jan. 15, 1982 for the fifth time, on Apr. 28, 1983 for the sixth time, on Mar. 19, 1984 for the seventh
time, on Aug. 7, 1984 for the eighth time, on Apr. 30, 1985 for the ninth time, on Apr. 26, 1986 for the tenth
time, on May 23, 1987 for the eleventh time, on Mar. 5, 1988 for the twelfth time, on March 25, 1989 for the
thirteenth time, on June 6, 1989 for the fourteenth time, on Apr. 14, 1990 for the fifteenth time, on Jun. 29, 1991
for the sixteenth time, on May 7, 1992 for the seventeenth time, on Apr. 22, 1994 for the eighteenth time, on May
4, 1995 for the nineteenth time, on Jun. 21, 1995 for the twentieth time, on Apr. 11, 1996 for the twenty-first
time, on Jun. 24, 1997 for the twenty-second time, on May 5, 1998 for the twenty-third time, on May 13, 1999 for
twenty-fourth time, on Jul. 30, 1999 for twenty-fifth time, on Apr. 7, 2000 for twenty-sixth time, on May 30, 2001
for the twenty-seventh time, on June 3, 2002 for the twenty-eighth time, on June 9, 2003 for the twenty-ninth time,
on June 1, 2004 for the thirtieth time, on June 13, 2005 for the thirty-first time, on June 12, 2006 for the
thirty-second time, on June 11, 2007 for the thirty-third time, and on June 13, 2008 for the thirty-fourth time.