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Exhibit 4.25.1
  
 Amendment 2
to Shareholder Agreement of Altis Semiconductor (designated in Amendment 2 Altis)
between Infineon Technologies Holding France and Compagnie IBM France (now IBM
XXI (SAS)) dated as of June 24, 1999
(Shareholders Agreement);
 to the Participation Agreement dated as of June 24, 1999 among Infineon Technologies
AG i.G. and International Business Machines Corporation (designated in Amendment 2
Infineon and IBM)
(Participation Agreement)
 and to the Purchase of Products Agreements referred to in Participation Agreement
Section 6.01. Purchase of Products thereof
all as amended pursuant to the Amendment 1 dated June 26 2003
 this Amendment 2 hereinafter referred to as Amendment 2
effective December 31, 2005
   
 A.
    
    Shareholders Agreement
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1.)
    
    Amend Section 1.02 of the Shareholders Agreement (Additional Definitions)by adding the
following terms:
 Term
    
    Defined inIndebtedness Subject
    
    Section 6.02 (c)Unique Tools
    
    Section 10.10Unique Indebtedness
    
    Section 6.02 (b)
 2.)
    
    Replace Section 6.01 (b) of the Shareholders Agreement (Equity Contributions)by the
following:Except as required pursuant to Section 11.08 (c) (Liquidation), no shareholder shall be
obligated to make any Equity Contributions to the Company, other than those set forth on
Schedule 6.01 for the Founding Shareholders, unless the Shareholder subscribes for a capital
increase.3.)
    
    Amend Section 6.02 (a), phrase 2 of the Shareholders Agreementas follows (amended parts
underlined):(a).... Except as provided in Sections6.02 (c), 6.02 (d), 7.01 (a), 10.10 and 11.05,
each distribution to the Shareholders shall be made pro rata in accordance with their
respective Shareholding Interest Percentages ....4.)
    
    Add a new sentence at the end of second sentence of Section 6.02(b)of the Shareholders
Agreement: Such Indebtedness shall exclude any Indebtedness deemed unique Indebtedness by
reason of such Indebtedness having been incurred for the benefit of only one Shareholder (the
Unique Indebtedness) (e.g. a Unique Tool purchase or lease for the production of only
Infineon products pursuant to the Infineon
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Agreement for Purchase of Products, pursuant further to Section 6.02 of the
Participation Agreement).5.)
    
    Add a new Section 6.02(c)of the Shareholders Agreement:Upon a creditor Shareholder for Unique Indebtedness ceasing to be a Shareholder,
the remaining Shareholder shall have the option to continue to enjoy all or part of the
benefit of whatever the Unique Indebtedness was used to obtain (the Indebtedness
Subject). In case and to the extent the remaining Shareholder opts to continue to
enjoy any of the benefit of any Indebtedness Subject, the corresponding Unique
Indebtedness will remain in place under the applicable terms and conditions of such
Unique Indebtedness, but to secure Unique Indebtedness of the creditor Shareholder, the
creditor Shareholder shall have a lien on the respective Indebtedness Subjects
effective upon the date the Creditor Shareholder ceases to be a Shareholder. To the
extent the remaining Shareholder does not opt to continue to enjoy the benefit of such
Unique Indebtedness, in whole or in part, at the creditor Shareholders request, (i)
Altis will transfer the Indebtedness Subjects to the creditor Shareholder and the
corresponding Unique Indebtedness will be cancelled in the respective amount; or (ii)
Altis will attempt to sell the Indebtedness Subjects, and all proceeds from such sales
shall belong to the creditor Shareholder. For avoidance of doubt, to the extent that
such transfer of Indebtedness Subjects and disposition value is inadequate to repay the
total such Unique Indebtedness, the remaining unpaid Unique Indebtedness will remain
forgiven.6.)
    
    Add a new Section 6.02 (d) and 6.02 (e) to the Shareholders Agreementas follows:
 (d)
    
    Subject to Section 6.02 (b), to the extent permissible by law, the Shareholders
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shall resolve to distribute all amounts of cash generated by profit to a
respective Shareholder that corresponds to the profits specifically allocated to
that Shareholder pursuant to Section 7.01 (a).(e)
    
    Except for profit distributions described in Sections 6.02 (b) and (d),
no other distributions will be made in 2008 and 2009 without mutual agreement of
Shareholders.
 7.)
    
    Amend the Shareholders Agreementto add new Section 6.04as follows:Until January 1, 2008, in no event will the total capital expenditures of the Company,
beyond what is indicated in the year 2003 Business Plan, exceed [**]. After the
[**], all future investments of any kind in Company, whether by equity contribution or
otherwise, will be deemed Infineon unique investment and will be made solely by
Infineon France Holding. Upon liquidation, any such unique investment will be returned
to the Shareholder or its Affiliates and any corresponding Unique Indebtedness will be
forgiven.8.)
    
    Amend Section 7.01 (a) of the Shareholders Agreement (Allocation of Net Profits and Net
Losses)as follows:
 (a)
    
    For all Fiscal Years of the Company [**], the net profits and net losses of the
Company for each Fiscal Year shall be allocated to the Shareholders pro rata in
accordance with their respective Shareholding Interests Percentage.For [**] and thereafter, the Shareholders shall resolve on an annual basis the
allocation of net profits and the net losses of the Company for each Fiscal Year, as
such net profits and net losses are determined in the audited annual statements
pursuant to Section 8.03 (a), to the Shareholders on the basis of the following
allocation methodology:
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(i)
    
    All net amounts resulting from a disposition of IBM Unique
Tools or Infineon Unique Tools exceeding the net book value of such Unique
Tools shall exclusively be allocated to the respective Shareholder whose Unique
Tools exceed the net book value of such Unique Tools;(ii)
    
    All net profit of Altis Semiconductor in 2007 resulting from
the [**]% mark-up will be divided between the Shareholders according to the
Shareholders Shareholding Interest Percentage. Prior to distribution, an
amount of  [**] for asset usage fee will be subtracted from Infineon
Shareholders share of profits and allocated to IBM XXI (SAS).(iii)
    
    All of the net profit in [**] resulting from
 (1)
    
    the [**]% mark-up paid by the Infineon
France Shareholder and its Affiliates in accordance with the
Infineon Agreement for Product Purchase minus(2)
    
    an amount of  [**] for calendar
year [**] and an amount of [**] for calendar year [**] to IBM
XXI (SAS) in consideration of asset usage (see (iv) below) minus(3)
    
    that part of the interest income that
corresponds to the Shareholding Interest of IBM XXI (SAS) on the
cash and cash equivalents of Altis for each Fiscal Year, or in case
IBM exercises its option pursuant to Section 9.04(c) below, half of
the interest income
 will be allocated to Infineon France Shareholder.(iv)
    
    (1) The net profit provided for in 7.01 (a) (ii) first sentence
above for [**] plus an amount of [**] for the second half of calendar year
[**], (2) the [**]% mark-up paid by IBM XXI and its Affiliates in accordance
with the IBM Agreement for Purchase of Products for calendar year [**] plus
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an amount of [**] for calendar year 2008 and (3) the [**]% mark-up paid
by IBM XXI and its Affiliates in accordance with the IBM Agreement for
Purchase of Products for calendar year [**] plus an amount of [**] for
calendar year [**] (4) that part of all interest income that corresponds to
the Shareholding Interest of IBM XXI (SAS) on cash and cash equivalents of
Altis for each Fiscal Year (or, in case IBM exercises its option pursuant to
Section 9.04 (c) below, half of the interest income), will be allocated to IBM XXI (SAS).(v)
    
    For the avoidance of doubt, unless explicitly set out otherwise
in this Agreement, the interest income shall always be allocated to the
Shareholders pro rata in accordance with their respective Shareholding Interest
Percentage.
 The cash generated from the profit of the Company will be distributed in accordance
with Section 6.02.
 9.)
    
    Add to the Shareholders Agreement a new Section 9.04as follows:IBM Sale Rights. After [**] and prior to [**], IBM XXI (SAS) shall have the right to
exercise either of the following rights upon three months prior written notice:
 (a)
    
    IBM XXI (SAS) may request Infineon France Shareholder to purchase that part of
the Shareholding Interest held by IBM XXI (SAS) (except for a Shareholding Interest of
10% of the Company) for a purchase price of [**] and a payment by IBM XXI (SAS) to
the Infineon France Shareholder of [**] million minus a pro rata share of the
Common Working Capital. Such pro rata share of the Common Working Capital shall
correspond to the pro rata share of the Shareholding Interest sold to Infineon France
Shareholder. For the purposes hereof, Common Working
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Capital shall mean the sum of the Companys cash, cash equivalents and net working
capital minus only the work-in progress and such part of the accounts receivable
that resulted from the depreciation on the Unique Indebtedness Subjects and 5% mark-up
paid by the respective parties to the IBM and Infineon Agreements for Purchase of
Products (see calculation model in Exhibit 1), all as shown in the Companys
preceding unaudited quarterly statement pursuant to Section 8.03 (b). In case IBM XXI
(SAS) exercises this option,
 (i)
    
    IBM XXI (SAS) shall in any case continue to hold a Shareholding
Interest of 10% of the total Shareholding Interest Company;(ii)
    
    IBM XXI (SAS) remains liable to the Company for its share of the
total cost of dissolving Company pursuant to the Operative Documents, as amended,
minus [**]; this obligation expires if the Infineon France Shareholder
continues the operation of Altis after [**] or requests the Company to postpone
the liquidation so as to begin after [**];(iii)
    
    the Infineon France Shareholder shall have no obligation to pay
back any part of the payment by IBM XXI (SAS) in case that the closure is not
consummated within the contemplated time schedule or that the actual closure cost
are lower than currently expected;(iv)
    
    IBM XXI (SAS) and Infineon France Shareholder shall remain jointly
responsible to actively assist and work with the Company in all aspects of the
closure, including negotiations with the workers associations and government
offices.
 (b)
    
    Subject to the procedures described in Section 9.03, IBM XXI (SAS) may sell all
of its Shareholding Interest and Compagnie IBM France may sell all of its Shareholding
Interest in IBM XXI (SAS) to a third party together with up to 50% of the manufacturing
capacity of the Company, provided that the third party fulfills
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the following requirements: (i) has market capitalization in excess of $[**] million
at the time of purchase of IBM XXI (SAS)s Shareholding Interest, (ii) has [**] years
immediately preceding purchase of IBM XXI (SAS)s Shareholding Interest of positive
earnings before taxes and before restructuring costs of at least  [**]; (iii) has
[**] years immediately preceding the purchase of IBM XXI (SAS)s Shareholder Interest
of positive cash flow from operations; (iv) has cash and cash equivalents and net
working capital sufficient to purchase IBM XXI (SAS)s Shareholding Interest plus, at
the time of purchase of IBM XXI (SAS)s Shareholding Interest, an amount of cash and
cash equivalents and net working capital sufficient to cover 1 year of net operating
cash needs of Altis plus [**] million; (v) has had business scope including
semiconductors for the [**] years preceding the purchase of IBM XXI (SAS)s
Shareholding Interest; (vi) has a debt equity ratio not worse than [**]; (vii)
assumes by novation at the closing of this transaction with appropriate Infineon
contracting Party all obligations of IBM XXI (SAS) under the Operative Documents, as
amended, and all other agreements and shareholder resolutions pertaining directly or
indirectly to the Company by which IBM XXI (SAS) or any of its Affiliates is bound and
(viii) in the event that Infineon has elected to continue beyond [**], reaches a good
faith agreement with Infineon concerning the post [**] costs of dissolving and
liquidation of Altis. In case IBM XXI (SAS) exercises this option,
 (i)
    
    the manufacturing capacity allocated to the Infineon France
Shareholder and its Affiliates shall not be reduced more quickly than to [**]%
within 6 months after the purchase by the third party and to [**]% within 12
months after the purchase by the third party, each without prior written consent
of the Infineon France Shareholder;
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(ii)
    
    Infineon France Shareholder and its Affiliates shall be
indemnified, due to the change in the foregoing Shareholder, depending on the
technology, up to
 Technology
    
    Limit per part numberTechnology C9
    
    [**]Technology C10
    
    [**]Technology C11
    
    [**]
 The total indemnification liability for the foregoing indemnification in this
Section 9) (b) (ii) will be [**] in the aggregate for all costs and losses
arising out of the change of the foregoing Shareholder and resulting operational
changes, so far as such costs or losses are resulting from relocating the
manufacture of Infineon France Shareholders and its Affiliates products to other
sites from the Facility (e.g. porting, re-qualification) and arise within 12
months after sale to a third party. A condition of IBM XXI (SAS) or its
Affiliates having to indemnify pursuant to this Section 9.) (c)(ii) is that IBM
XXI (SAS) or its Affiliates has the option to fill Product demand (excluding C9
Flash and C11) that is a candidate for such relocation provided that for Products,
the price billed Infineon and its Affiliates will not exceed Altis cost; and for
masks, the IBM price for masks is competitive with that of Infineons third party
sources for masks.. This option to fill such candidate demand is subject to any
conflicting obligation of Infineon to purchase masks elsewhere which conflicting
obligation is in existence Effective Date of this Amendment;(iii)
    
    The asset usage fee as provided for in Section 7.01 (a) (iii) will be
assigned by IBM XXI (SAS) to any purchaser of its Shareholding Interest for
application to Altis. The purchaser may only request payment of the asset usage fee
to the
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extent Altis continues using more than 50% of the common tools for products of
Infineon France Shareholder and its Affiliates.
 IBM XXI (SAS) shall notify the Infineon France Shareholder of any offer to purchase
said Shareholding Interest deemed serious by IBM XXI (SAS) received from or similarly
serious interest expressed by any third party, and shall keep the Infineon France
Shareholder reasonably informed regarding the progress of IBM XXI (SAS)s negotiations
with the third party. IBM XXI (SAS) will, upon written request of Infineon France
Shareholder, undertake to introduce Infineon France Shareholder to such prospect, if
practicable.(c)
    
    IBM XXI (SAS) may request the Infineon France Shareholder to purchase
fractions of its Shareholding Interest each fraction amounting to 10% of the total
Shareholding Interests of the Company, provided that IBM XXI (SAS) shall in any case
continue to hold a Shareholding Interest of 10% of the total Shareholding Interests of
the Company until liquidation of the Company. IBM XXI (SAS) may exercise such option
only once per calendar quarter. In case IBM XXI (SAS) exercises this option,
 (i)
    
    the Infineon France Shareholder shall pay a purchase price of
[**] for each 10% fraction;(ii)
    
    IBM XXI (SAS) remains fully liable to Company for its share
of the total cost of dissolving Company pursuant to Section 11.08 (c).(iii)
    
    IBM XXI (SAS) shall remain entitled to exercise the sale right
described in Section 9.04 (a) and 9.04 (b) in addition to exercising the
foregoing option.
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(d)
    
    The mechanics of the sale under the sale rights in Sections 9.04 (a) and (c)
will be in accordance with Section 10.07 (a) and (b) as if these Sections 9.04 (a) and
(c) were cited in the second line of each.(e)
    
    Irrespective of any exercise of a sale right, IBM XXI (SAS) and its Affiliates
will in any case remain obligated, in accordance with the Operative Documents, as
amended, for its share of the environmental clean-up costs for contamination which is
caused up to the date of sale to Infineon France Shareholder or a third party.
Notwithstanding the foregoing, under no circumstances will IBM XXI (SAS) or its
Affiliates ever be responsible for any environmental clean-up costs for contamination
which is caused after [**], provided that (i) an environmental audit report is
established as of [**], and (ii) IBM XXI (SAS) and its Affiliates do not purchase
products from Altis after [**]. After [**], each Shareholders liability for
environmental clean-up costs for contamination caused after [**] at Altis will be
based on the proportion of wafers purchased by the respective Shareholder and their
Affiliates in the period when the contamination first occurred.
 10.)
    
    Add a new Section 10.10 to the Shareholders Agreementas follows:Disposition of Unique Tools. Each Shareholder shall have the right to cause the
Company to sell the tools which are allocated to it (Unique Tools), for at least the net
book value of such Unique Tools, either to one of its Affiliates or to a third party. Any
profit achieved by a sale above the net book value shall be allocated and distributed to
the respective Shareholder to whom the Unique Tool belongs. Any proceeds received from
such sale shall be used to retire the Unique Indebtedness pertaining to such Unique Tools
sold. To the extent the proceeds are not sufficient to
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retire the Unique Indebtedness pertaining to such Unique Tools sold, such Unique
Indebtedness shall be forgiven.11.)
    
    Add a new Section 11.04 (c) of the Shareholders Agreementas follows:
  (i)
    
    The Shareholders shall cause the Company to prepare a list of
assets to be disposed by the Company.(ii)
    
    Each Shareholder shall then within 30 days identify those
assets which it would like to acquire.(iii)
    
    In case more than one Shareholder is interested in any
specific common asset, then both parties shall negotiate a good faith solution which is
equally beneficial for both parties.(iv)
    
    Unique Tools shall always be sold pursuant to Section 10.10.(v)
    
    All assets may be sold to a Shareholder or an Affiliate and
shall be sold in such case at book value (assuming that this represents the fair market
value).
 12.)
    
    Amend Section 11.05 (a) of the Shareholders Agreementto
correct two inaccurate references in Section 11.05: The references to Section 7.02 in the
last two sentences of Section 11.05 (a) shall be to Section 7.01 instead.13.)
    
    Replace Section 11.08 of Amendment 1 to the Shareholders Agreementas follows:Section 11.08 Additional Purchase of Shareholder Interest/Dissolution Rights
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In addition to any other rights of the parties pursuant to the Operative Documents, as
amended, and only for the purpose of establishing the amount due upon the purchase of a
Shareholders interest as set forth below, and to provide for any other rights and
obligations expressly provided for herein, or failing such purchase, the steps involved and
amounts due upon resultant dissolution, not later than [**], the Infineon France Shareholder
and IBM XXI (SAS) will discuss the future of the Company. Not later than [**], Infineon
France Shareholder will notify IBM XXI (SAS) whether Infineon France Shareholder will
continue the operation of the Company after [**].
 (a)
    
    In the event Infineon elects to so continue, the Infineon France
Shareholder shall have the option to purchase the IBM France Shareholders interest in
the Company and assume all liabilities of IBM France Shareholder and its Affiliates for
the Company (except environmental clean-up cost liabilities) at any time before the end
of [**] by providing the IBM France Shareholder three (3) months prior written notice.
In such event, the payment to the IBM France Shareholder will be an amount equal to the
current equity and debt on Altis balance sheet (net book value) due to the IBM France
Shareholder on the date of purchase.In the event Infineon elects to so continue, and that IBM has not exercised its option
in Section 9.04(a), then Infineon will be granted an option in [**] changing the
purchase price referenced above from the aforementioned net book value to a mutually
agreed upon Fair Market Value.In such event, Fair Market Value will be evaluated both inclusive of and exclusive of
dissolution and liquidation costs in accordance with the Operative Documents including
costs pursuant to 11.08 (c). If the Fair Market Value is positive inclusive
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of the dissolution and liquidation costs, then the purchase price will be at Fair
Market Value inclusive of dissolution and liquidation costs. If the Fair Market Value
is negative inclusive of the dissolution and liquidation cost then the purchase price
will be at Fair Market Value exclusive of dissolution and liquidation costs (however
in no case higher than net book value). However in this case, the parties will also
mutually agree in [**] to a reasonable discounted payment by IBM to be made in [**] or
at the earlier of end of the life of Altis or 4 years, at IBMs option.If this discounted payment is made by IBM in [**], the basis prior to discount will
be the estimated and agreed upon dissolution and liquidation costs at that time, with
IBMs share being discounted a of [**] due to the purchase by Infineon.If the payment is made at the earlier of the end of life of Altis or 4 years IBM, at
IBMs option, may choose to apply the [**] discount to the lower of the [**]
dissolution and liquidation cost or the dissolution and liquidation cost at the
earlier of the end of life of Altis or 4 years as applicable.(b)
    
    In the event the Infineon France Shareholder elects not to so continue (which
election, as provided for herein, would be deemed unanimous written consent of the
Shareholders pursuant to Section 11.02 of the Shareholders Agreement), a six month
wind-down period of the operations of the Company will commence on [**]. The last
wafer out of the Company will be not later than [**]. A period of winding-up the
affairs of the Company will begin on [**] and will end upon service upon the
Shareholders by the Company of a copy of the Cloture de la Liquidation or [**],
whichever is earlier. For avoidance of doubt, the dissolution
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of the Company will be in accordance with Sections 11.04 through Section 11.07
inclusive (unless otherwise provided in the Operational Agreements, as amended). For
the avoidance of doubt, this Section 11.08 (b) will also apply to such third party if
IBM XXI (SAS) has sold its Shareholding Interest to a third party.(c)
    
    In the event the Infineon France Shareholder elects not to continue, the
Shareholders will jointly determine the total cost of liquidating and dissolving the
Company (excluding site environmental cleanup costs but including, for the avoidance of
doubt, the running cost after last wafer out) consistent with Section 11.04 of the
Shareholders Agreement. Each of the Shareholders shall bear 50% with
the provison that:
 (i)
    
    each Shareholder owning Unique Tools will be debited with the
cost associated with losses resulting from the sale of its Unique Tools and will
be credited with the profits resulting from the sale of its Unique Tools;(ii)
    
    all work in progress will be the responsibility of and for the
benefit of the ordering Buyer of the finished product to which it is related
under the Infineon Agreement for Purchase of Products;(iii)
    
    In case IBM (XXI) SAS exercises its option under Section 9.04 (a),
IBM (XXI) SAS will be credited with an equitable allocation of cash resulting
only from the depreciation of common assets accumulated in Altis for the period
between the date of the share transfer by IBM (XXI) SAS to the Infineon France
Shareholder and the dissolution of Altis minus any distributions pursuant to
Sections 6.02 (b) and (d) which have actually been distributed to IBM (XXI) SAS.
Such equitable allocation will be representative of each Shareholders equity.
For purposes of this allocation, a 70% loading
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in of Altis will be assumed for the period between share transfer and
dissolution.(iv)
    
    In case IBM (XXI) SAS exercises its option under Section 9.04 (c)
and does not exercise any of its other options under Section 9.04, IBM (XXI) SAS
will be credited with an amount equaling half of the net cash and the net
working capital of Altis minus any distributions pursuant to Sections 6.02 (b)
and (d) which have actually been distributed to IBM (XXI) SAS.
 Each Shareholder or its Affiliates shall contribute (for cash items, contributions
will be in cash as reimbursement of cost or in cash as investment capital, as
appropriate) to the Company an amount equaling the liquidation and dissolution cost
allocated to it pursuant to the above to the extent such allocated cost exceed the
share of the respective Shareholder in the capital, additional paid-in capital and
retained earnings of the Company (provided there has been no prior agreement altering
the Shareholders rights in the capital, additional paid in capital and retained
earnings of the Company).(d)
    
    Notwithstanding the effects of the application of Section 11.08(b) and Section
11.08(c) upon the financial aspects of dissolving the Company pursuant to Section
11.08, and whether or not Section 11.08(b) and 11.08(c) have been applied fully,
Infineon France Shareholder will pay to IBM XXI (SAS) the amount of [**] not later
than [**] in consideration for IBMs agreeing to extend its partnership with Infineon
in Altis until [**], subject to the provisions of the Operative Documents, as amended.
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14.)
    
    Infineon and IBM undertake to promptly fulfill all obligations of their
respective Affiliates under this Amendment 2 if such Affiliates do not fulfill their
respective obligations themselves.
 B
    
    Participation Agreement1.
    
    Add after the first sentence of Section 6.01(b)of the Participation Agreement:Starting in [**], Compagnie IBM Frances and its Affiliates entitlement and obligation to
purchase Products will begin to decline, ending completely in [**]. Correspondingly,
Infineon Technologies Holding Frances and its Affiliates entitlement and obligation will
increase. The schedule for such modification to the obligations set forth in the
Participation Agreement will occur as follows and the Business Plan will be deemed to so
reflect:
 Average Product Purchase PercentageInfineonYear
    
    Compagnie IBM France
    
    Technologies Holding France2004
    
    [**]%
    
    [**]%2005
    
    [**]%
    
    [**]%2006
    
    [**]%
    
    [**]%2007 to 2009
    
    [**]%
    
    [**]%
 Within each year, the decline and corresponding increase will be approximately linear by
month (i.e. 1/12 of the total per calendar month). The number of wafers represented by the
above percentages for Compagnie IBM France and its Affiliates are based on the total
capacity of the Company.2.
    
    Amend the Section 6.02 of the Participation Agreementas follows:In case one of the Shareholders is responsible for 100% of the total Capacity of Altis,
this respective Shareholder can introduce into Altis semiconductor technology and
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products not theretofore present in Altis without Shareholders Council unanimous approval,
provided such Shareholder bears all costs, expenses, investments and the personnel
increases (including any subsequent lay-off costs therefor) thereof to Altis.3.
    
    After the Effective Date of this Amendment, IBM Buyer will have the option to increase its
Capacity Allocation to [**] wafer starts per day for the first half of [**] provided IBM gives
written notice to Company and Infineon France Holding not later than [**]. IBM Buyer will
also have the additional option to increase its Capacity Allocation to [**] wafer starts per
day for the second half of [**] provided IBM gives written notice to Company and Infineon
France Holding not later than [**].After January 1, [**], upon 2 months prior written notice to the Company and Infineon France
Holding, IBM Buyer will have the option to increase its Capacity Allocation to [**]% of the
manufacturing capacity of the Facility to the extent that such part of the manufacturing
capacity of the Facility is not used or planned to be used by Infineon France Holding or its
Affiliates.If IBM Buyer exercises any of the options above, the entitlement and obligation (Average
Product Purchase Percentage above) of Infineon Shareholder France and its Affiliates will be
reduced accordingly.4.
    
    In case IBM XXI (SAS) exercises its option pursuant to Section 9.04 (b) of the Shareholders
Agreement, the third party acquirers entitlement to and obligation regarding manufacturing
capacity will automatically be increased from zero to [**]% of the then current
manufacturing capacity of the Facility by the end of the first 6 months after the transfer of
the Shareholding Interest, and to [**]% of the then (i.e. at 6 months) current manufacturing
capacity of the Facility by the end of 12 months after the transfer of the Shareholding
Interest. With three months prior written notice to
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Infineon, the third party acquirer will have the option after the transfer of the shares
pursuant to Section 9.04 (b) to increase (over the zero starting capacity) its total
entitlement and obligation provided for above to [**]% by the end of the first 6 months and
to [**]% by the end of 12 months after the transfer of the Shareholding Interest. In all
cases above, the entitlement to and obligation regarding manufacturing capacity of Infineon
Technologies France and its Affiliates will be reduced accordingly. For the avoidance of
doubt, unless otherwise mutually agreed between the third party and Infineon, the third
party may use its share of the manufacturing capacity of the Facility on common technologies
(excluding C9 flash and [**]) and common tools only.C.
    
    Product Purchase Agreements1.
    
    Change Section 3.06in the Purchase of Products Agreement between Compagnie IBM France and
the Company, Term of Agreement, to read:The term of this Agreement will end on December 31, 2007, subject to extension until
December 31, 2009 by the IBM Buyer options set forth below in Section 8.7, as such Agreement
for Purchase of Products is amended by such options provisions.2.
    
    Common Depreciation Cost is defined in the new Section 8.7 of the IBM Agreement for
Purchase of Products below.3
    
    Change Sections 1.14- Capacity Allocation 
the Purchase of Products Agreements of Compagnie IBM France and Infineon Technologies Aktiengellschaft i.G. by adding at its
end: Each Shareholder and its Affiliates shall be entitled to and obliged to purchase
Products utilizing 50% of the manufacturing capacity of the Facility. Starting in [**],
Compagnie IBM Frances and its Affiliates entitlement and obligation to purchase
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Products will begin to decline, ending completely in [**]. Correspondingly, Infineon
Technologies Holding Frances and its Affiliates entitlement and obligation will increase.
The schedule for such modification to the obligations set forth in the Participation
Agreement will occur as follows and the Business Plan will be deemed to so reflect:
 Average Product Purchase PercentageInfineonYear
    
    Compagnie IBM France

    
    Technologies Holding France2004
    
    [**]%
    
    [**]%2005
    
    [**]%
    
    [**]%2006
    
    [**]%
    
    [**]%2007 to 2009
    
    [**]%
    
    [**]%
 Within each year, the decline and corresponding increase will be approximately linear by
month (i.e. 1/12 of the total per calendar month). The number of wafers represented by the
above percentages of Compagnie IBM France and its Affiliates are based on the total capacity
of the Company.After the Effective Date of this Amendment, IBM Buyer will have the option to increase its
Capacity Allocation to [**] wafer starts per day for the first half of [**] provided IBM
gives written notice to Company and Infineon France Holding not later than June 30, [**].
IBM Buyer will also have the additional option to increase its Capacity Allocation to [**]
wafer starts per day for the second half of [**] provided IBM gives written notice to
Company and Infineon France Holding not later than [**]
After [**], upon 2 months prior written notice to the Company and Infineon Technologies
Holding France, IBM has the right and obligation to increase its Capacity Allocation to
[**]% of the manufacturing capacity of the Facility to the extent that such part of the
manufacturing capacity of the Facility is not used or planned to be used by Infineon
Technologies Holding France and its Affiliates. If the IBM Buyer exercises any
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of the options above, the right and obligation (Average Product Purchase Percentage above)
of Infineon Technologies Holding France and its Affiliates is reduced accordingly.In case IBM XXI (SAS) exercises its option pursuant to Section 9.04 (b) of the Shareholders
Agreement, the third party acquirers entitlement to and obligation regarding manufacturing
capacity will automatically be increased from zero to [**]% of the then current
manufacturing capacity of the Facility by the end of the first 6 months after the transfer
of the Shareholding Interest, and to [**]% of the then (i.e. at 6 months) current
manufacturing capacity of the Facility by the end of 12 months after the transfer of the
Shareholding Interest. With three months prior written notice to Infineon, the third party
acquirer will have the option after the transfer of the shares pursuant to Section 9.04 (b)
to increase (over the zero starting capacity) its total entitlement and obligation provided
for above to [**]% by the end of the first 6 months and to [**]% by the end of 12 months
after the transfer of the Shareholding Interest. In all cases above, the entitlement to and
obligation regarding manufacturing capacity of Infineon Technologies France and its
Affiliates will be reduced accordingly.5.
    
    Add a new Section 8.7 to the Product Purchase Agreementsas follows:
 8.7
    
    After [**], IBM Buyer has to right to load Company up to a maximum of [**]% of
the total capacity of Company provided that Infineon notifies IBM that Infineon expects
unloaded capacity with two months prior notice.In case IBM Buyer cannot fill such offered unloaded capacity, IBM Buyer will bear
part of the Common Depreciation Cost of the Company as follows: If the loading of
the Company is loaded by Infineon or its Affiliates less than
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
    
    [**]%, then the IBM Buyer will pay Seller an amount of [**]% of the Common
Depreciation Cost without mark-up;
    
    [**]%, the IBM Buyer will pay Seller an amount of [**]% of the Common
Depreciation Cost without mark-up;
    
    [**]%, the IBM Buyer will pay Seller an amount of [**]% of the Common
Depreciation Cost without mark-up.
 (For avoidance of doubt, Infineon will pay the inverse of the percentages stated above.)
For the purposes hereof, Common Depreciation Cost shall mean depreciation costs for the
common assets.6.
    
    Amend Section 37.1of the Infineon Agreement for Purchase of Products:In case, one of the Shareholders is responsible for 100% of the total Capacity of
Altis, this respective Shareholder can introduce into Altis semiconductor technology or
products not theretofore present in Altis without Shareholders Council unanimously approval,
provided such Shareholder bears all costs, expenses, investments, and the personnel
increases (including any subsequent [**] costs therefor) thereof to Altis.
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D.
    
    DEFINITIONS, RULES OF CONSTRUCTION AND DOCUMENTARY CONVENTIONS
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th
  Infineon Technologies
    
    
    
    IBM XXI (SAS)Holding FranceBy
    
    /s/De Franicieu

   De Franicieu
    
    By
    
    /s/Francoise Gri

   Francoise GriPresident & Managing DirectorInfineon Technologies AG
    
    
    
    IBMBy
    
    /s/Michael Ruth /s/Peter Gruber
    
    By
    
    /s/Francoise GriMichael Ruth                          Peter Gruber
    
    
    
    Francoise GriSenior Vice President            Group Vice PresidentCompagnie IBM FranceBy
    
    /s/Douglas Grose

   Douglas Grose
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