EXHIBIT 1.3**Rules of Procedure****for the Supervisory Board of****Infineon Technologies AG**– November 2007 version –The Supervisory Board of Infineon Technologies AG adopts the following Rules of Procedure, pursuantto § 10 (3) of the Articles of Association:**§ 1****General**(1) The Supervisory Board shall carry out its duties according to the provisions of law, theArticles and these Rules of Procedure. Its members have the same rights and duties, insofar as theyare not determined differently by law or the Articles. They are not bound by any mandates ordirectives and are only responsible for the general welfare of the company.(2) The Supervisory Board shall in particular supervise the management (of the company through theManagement Board. Furthermore, the Supervisory Board shall support the Management Board throughadvice and promote the goals of the company.**§ 2****Chairman and Deputy Chairman**(1) Following the election of the new Supervisory Board in the general shareholder meeting, ameeting of the Supervisory Board shall take place, for which no special notice is needed(constitutive meeting). The Supervisory Board shall elect according to the rules of theCodetermination Act a chairman and a deputy chairman for the duration of its term. The deputychairman shall act in all cases for the chairman when the chairman is not able to do so, unlessprohibited by the Articles or Rules of Procedure. Whenever he acts for the chairman, a deputychairman has the same rights as the chairman, with the exception of the second vote the chairman isentitled to pursuant to the Codetermination Act.(2) If the chairman of the Supervisory Board or a deputy chairman resigns before they completetheir tenure, a new election shall take place immediately for the remaining term of office.
- 1 -

 
**§ 3****Convening of Meetings**(1) A meeting of the Supervisory Board shall take place at least once per calendar quarter.Additional meetings shall be called if it is deemed necessary.(2) Meetings of the Supervisory Board shall be announced in writing, through telefax or throughelectronic mail, by the chairman giving at least two weeks advance notice. The day on which thenotification is mailed and the day of the meeting shall not be counted. In urgent cases, thechairman can shorten the notice period to three days and give notice of the meeting orally or byphone.(3) The place and time of the meeting, as well as the principal items on the agenda and suggestedresolutions, shall be included in the notice. The documents for consideration shall, as a generalrule, be conveyed in writing and in good time.(4) Meetings of the Supervisory Board shall take place at the company headquarters, if the chairmanof the Supervisory Board does not determine another location.**§ 4****Resolution-Making**(1) Resolutions of the Supervisory Board shall generally be made in a meeting. Resolutions madewithout a meeting of the board shall be permissible in writing, by telefax or electronic mail, ifthe chairman so determines and unless a member of the Supervisory Board objects without delay. Thefollowing paragraphs 2 to 8 also apply for voting without a meeting.(2) The Chairman of the Supervisory Board shall chair meetings of the Supervisory Board. He willdetermine the order of the items on the agenda as well as the type and order of voting.(3) The Supervisory Board has a quorum if the members of the Supervisory Board have been dulyinvited using their most recent available addresses and at least half of the members comprising theSupervisory Board are present casting their votes in person or in writing. A member of theSupervisory Board shall also be deemed to participate in the resolution making if he abstains fromvoting.(4) Items on the agenda that have not been properly announced can only be resolved at a meeting ifnone of the Supervisory Board members who are present at the meeting objects. Members of theSupervisory Board who are absent shall be given an opportunity to object or cast their vote inwriting within a reasonable period of time as determined by the chairman of the Supervisory Board.The resolution shall become effective if no absent members of the Supervisory Board object withinthis time period.(5) Resolutions of the Supervisory Board require the approval by a simple majority of the castvotes, unless otherwise required by law. This applies also to elections.
- 2 -

 
(6) In the event of a tie, a new vote will be held in which the chairman of the Supervisory Boardshall have two votes.(7) An absent member of the Supervisory Board can cast his vote through delivery of his writtenvote by another member of the Supervisory Board.(8) Minutes of meetings and resolutions of the Supervisory Board shall be created and shall besigned by the chairman of the Supervisory Board and the keeper of the minutes. Each member of theSupervisory Board shall be provided with a copy. The minutes shall contain the day and place of themeeting, the participants, the items on the agenda, the essential contents of the discussions andthe resolutions adopted by the Supervisory Board. Each member of the Supervisory Board has theright to have his vote recorded in the minutes.**§ 5****Committees**(1) In connection with the election of the chairman and the deputy chairman of the SupervisoryBoard, the Supervisory Board shall form a committee for the duration of its term in compliance withits duties according to § 31 (3) of the Codetermination Act. The committee shall consist of thechairman of the Supervisory Board, the deputy chairman, as elected pursuant to the CodeterminationAct, and two other members, one of whom is elected by the majority of the employee representativesand the other by the majority of the shareholder representatives of the Supervisory Board (the“Mediation Committee”).(2) Should any of the other members of the committee resign before the expiration of his term, asuccessor shall be immediately elected for the remaining term of office. Paragraph 1 shall applymutatis mutandis.(3) The Supervisory Board may create other committees with at least three members and delegate tothem certain functions and powers. The Supervisory Board may delegate decision-making power to thecommittees, to the extent permitted by law.(4) The Supervisory Board shall choose a chairman of a committee, unless otherwise determined bythese Rules of Procedure.(5) If the chairman of the Supervisory Board is a member of a committee and a vote results in atie, the chairman, but not any deputy chairman, shall have two votes to break any reoccurrence of atie if the matter is resubmitted for voting.(6) Resolutions of the Supervisory Board committees shall generally be made in meetings. Without ameeting, resolutions may be taken in writing, through telefax or email, if directed by the chairmanand unless a committee member objects immediately. § 3 (2) and (3), § 4 (2), (4), (5), (7), and(8) and § 10 of these Rules of Procedure apply to Supervisory Board committees mutatis mutandis.(7) A Supervisory Board committee has a quorum if two thirds, but at least three members,participate either in person or through casting their vote in writing.
- 3 -

 
**§ 6****General Committee**(1) In connection with the election of the chairman and the deputy chairman of the SupervisoryBoard, the Supervisory Board shall form an Executive Committee, which shall consist of the chairmanand the deputy chairman of the Supervisory Board and a further member, who is also a shareholderrepresentative on the Supervisory Board. This further member shall be elected through a majority ofthe cast votes. Should this further member resign before the expiration of his term, a successorshall be elected without delay for the remaining term of office. The Executive Committee shall bechaired by the chairman of the Supervisory Board.(2) The Executive Committee shall have responsibility for resolving the following matters:     a) Adoption, amendments and termination of agreements with members of the Management Board;     b) Appointment of a member of the Management Board to the supervisory board, executive boardor advisory board of a for-profit-company;     c) Extension of credit to members of the Management Board and Supervisory Board (§ § 89 and115 of the Stock Corporation Act) as well as other persons that are working for the Company or whoare working for a company that is partly owned or managed by the Company;     d) Carrying out other legal transactions with regard to the Management Board according to §112 of the Stock Corporation Act;     e) Amendments of the articles of association that affect only the wording thereof.(3) The Executive Committee shall be in charge of preparing resolutions for the Supervisory Boardin the following matters:     a) Appointment and removal of members of the Management Board including the assessment oftheir performance and succession planning.     b) other resolutions of the Supervisory Board regarding the Management Board.     c) Execution of contracts with members of the Supervisory Board within the meaning of § 114 ofthe Stock Corporation Act.(4) The Executive Committee has a quorum only if all members have participated in the voting inperson or in writing.
- 4 -

 
**§ 7****Investment, Finance & Audit Committee**1) At the constitutive meeting the Supervisory Board shall appoint an Investment, Finance & AuditCommittee from among its members.2) The Investment, Finance & Audit Committee shall consist of the chairman of the SupervisoryBoard, a shareholder member of the Supervisory Board and an employee member of the SupervisoryBoard. The Investment, Finance & Audit Committee shall select a chairman from among its members.3) The duties and responsibilities of the Investment, Finance & Audit Committee include:     (i) Questions regarding the financial statements, in particular the preparation for theSupervisory Board’s approval of the annual financial statements; for these purposes it is incumbenton the Investment, Finance & Audit Committee to review the preliminary audits of the annualfinancial statements, the Company report, the recommendation for the application of profits as wellas to discuss the audit report with the external auditor.     (ii) Review of interim financial statements to be made public or to be filed with stockexchange authorities.     (iii) Questions regarding the independence of the auditor, appointment of the auditor for theannual and consolidated financial statements including determination of the points of emphasis forthe audits, the granting of exceptional approvals for advisory services by the auditor and theexercise of oversight over the auditor.     (iv) Discussion of possible deficiencies in the internal control system or other occurrencesreported to the audit committee by the Management Board.     (v) Determination of a procedure that makes it possible for employees of the company toanonymously and confidentially report to the audit committee complaints regarding accounting andauditing practices of the company; and pursuant to which such complaints which have been receivedby the company from third parties shall be forwarded to the Committee.     (vi) Inspection and review of the books and papers as well as other assets of the Company.     (vii) Consent to the resolution of the Management Board or a specially designated committee ofthe Management Board regarding an increase in the capital by means of the issuance of new sharesout of approved or conditional capital to the extent that they are not to be issued to employees orissued against redemption of subscription rights in connection with a share option plan.     (viii) Consent to the resolutions of the Management Board with respect to the exercise of theauthority granted by the general Shareholders Meeting regarding the issuance of options orconvertible securities, in particular the determination of borrowing limits and the possibleexclusion of pre-emptive rights.
- 5 -

 
     (ix) Discussion of questions regarding risk management and review of the risk managementsystem.     (x) Discussion of matters regarding compliance with legal requirements and the Company’sinternal compliance directives as well as oversight of the Company’s compliance systems.(4) In addition the Committee supports the Supervisory Board in the oversight of management. It mayfor this purpose exercise the special inspection and review rights of the Supervisory Boardpursuant to Section 111 paragraph 2 of the Stock Corporation Act.(5) The Investment, Finance & Audit Committee shall adopt its rules of procedure.**§ 8****Auditing of Annual Financial Statements**The Supervisory Board shall review the annual financial statements, the report on the overallcondition of the company and the proposal for distribution of profits as well as the groupfinancial statements and the group report on the overall condition of the company according to § §290, 291 or 292 (a) HGB. The auditor shall take part in the discussions of the Supervisory Boardconcerning these issues and report the significant results of its audit.**§ 9****Matters Requiring Consent**The following acts of the Management Board require the consent of the Supervisory Board:     (i) Finance and investment planning, including the budget, as well as the establishment ofdebt limits;     (ii) Asset, participation and financial investments, as well as divestments, insofar as anysingle project exceeds 10% of the then current total investment budget     (iii) The granting of sureties, guarantees and loans to third parties outside the group, if theamount exceeds 5% of the shareholders’ equity of the group.**§ 10****Efficiency Audit**The Supervisory Board shall regularly audit, at least once a year, its work and the efficiencythereof. In line with this it will also ask the Management board for a discussion of thecollaboration with the Supervisory Board.**§ 11****Conflicts of Interest**
- 6 -

 
Every member of the Supervisory Board should avoid conflicts of interest, in particular those thatcould arise because of an advisory or management function for clients, suppliers, creditors orother business partners, where possible. Where it is not possible to avoid such conflict it must beresolved in favour of the company. The member in question must disclose all those above-mentionedconflicts of interest to the Supervisory Board.**§ 12****Confidentiality**(1) The members of the Supervisory Board shall keep confidential all secrets of the company,especially trade or business secrets that they obtain by virtue of their status as a board member.Furthermore, the members of the Supervisory Board shall keep confidential other information madeknown to them in their capacity as board members, disclosure of which could harm the interests ofthe company or affiliated companies. These obligations survive the termination of service. Thevotes, discussions and opinions as well as other personal views of each member of the SupervisoryBoard are also confidential.(2) If a member of the Supervisory Board intends to release confidential information or secrets,especially statements concerning the contents and discussions of Supervisory Board meetings as wellas the contents of documents or resolutions of the Supervisory Board, to a third party, he shallinform the chairman of the Supervisory Board before doing so in order to resolve any disagreementsregarding the duty of confidentiality. If the chairman does not consent to such disclosure, heshall inform the other board members and solicit the opinion of the entire board without delay.Until the Supervisory Board has issued its opinion, the Supervisory Board member seeking todisclose such information shall abstain from disclosing such information.(3) After resigning from their office, members of the Supervisory Board shall turn over to thecompany without delay all documents in their possession that relate to matters of the company. Themembers of the Supervisory Board have no right of retention with respect to any such documents.**§ 13****Declaration of Intention**If certain declarations must be made or received in order to carry out resolutions of theSupervisory Board, the chairman shall act on behalf of the board. Other documents and announcementsof the Supervisory Board shall be signed by the chairman of the Supervisory Board.**§ 14****Effectiveness**TheseRules of Procedure have become effective as of 20 January 2000. Any amendments will become effective uponthe adopting of the respective resolution or at the time specified in the respective adoptingresolution.
- 7 -