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First Amendment to
 Joint Venture Agreement dated 13 November 2002
  Nanya Technology Corporation rd
  Infineon Technologies AG
      each




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Nanya Technology Corporation
 /s/ Jih Lien
 Jih Lien
 President
 Dec. 3, 2003
 Infineon Technologies AG
 /s/
Dr. Michael Majerus
 Dr. Michael Majerus
 Chief Financial Officer
 24. 11. 2003
  /s/ Dr. Harold Eggers
 Dr. Harold Eggers
 CEO HP
 24. 11. 2003




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Second Amendment to
 Joint Venture Agreement dated 13 November 2002
  Nanya Technology Corporation rd
 Infineon Technologies AG
       each




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Nanya Technology Corporation
 /s/ Jih Lien
 Jih Lien
 President
 28/9/04
 Infineon Technologies AG
 /s/ Mr. Seifert
 Mr. Seifert
 MP CEO
 28/9/2004
 /s/
Dr. M. Majerus
 Dr. M.
Majerus
 MP CFO
 28/9/2004




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Third Amendment to
 Joint Venture Agreement dated 13 November 2002
  rd
        1.
    
    Subsection 1.3-5 shall be replaced by the following:SPV: The SPV shall be established under the laws of the Republic of China by the Parties
for the sole purpose of buying shares in the Company, administrating
and selling these shares to the employees of the Company pursuant to the terms and conditions to be set
forth by the Companys Board of Directors. The SPV shall adopt Articles of Incorporation
pursuant to the laws of the Republic of China in the form as attached to this Agreement
as Appendix I. The SPV shall be set up by the Parties simultaneously with the
establishment of the Company




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and shall be
capitalized by the Parties with NT$700 million (equivalent of US$20 million) in equal
installments by each Party of NT$350 million (equivalent of US$10 million). The SPV shall
then subscribe for 70 million shares of the Company at nominal value of NT$10 per share.
Upon affirmative decision of the Parties and subject to the conditions as to be
determined by the Board of Directors of the Company and the SPV, the SPV shall later
offer the shares in the Company to the Companys employees, whereby the sales price per
share shall be at least NT$15 per share. The exact selling price shall be determined by
the Board of the Company and the SPV. Upon completion of this employee participation
program, the SPV shall be dissolved and the proceeds from the share sale (equivalent of
at least US$30 million) shall be redistributed to the Parties according to their
respective shareholding of 50% in the SPV. 2.
    
    Subsection 1.3-8 shall be deleted.3.
    
    Subsection 1.3-9 shall be replaced by the following:Before an IPO of the Company, agreement between the Parties shall be necessary to
determine the timing and necessity of increases in the capital of the Company.
Furthermore, for such agreed capital increases as indicated herein, each Party shall
have the right and obligation to subscribe to new shares in the same proportion as its
then current ownership of shares. No third party shall subscribe to share capital of the
Company unless jointly agreed upon by the Parties or otherwise provided by law. For the
avoidance of doubt, this Agreement shall impose no obligation on any Party to provide
any additional funding other than what is stipulated herein, whether in the forms of
loans, equity or otherwise.4.
    
    Subsection 1.4-1 shall be replaced by the following:Within five (5) years after the incorporation of the Company, or until the shares of
the Company are listed on Taiwan Stock Exchange, or any stock exchange out of the
Republic of China (the Stock Exchange), whichever is earlier, neither Party shall,
without the prior written consent of the other Party, sell, transfer or otherwise
dispose of its shares (except for, (i) transferring all but not part of its shares to an
Affiliate, or (ii) transfers of shares to employees under Subsection 1.3-6, each under
the terms of this Agreement and in accordance with the provisions of the Articles of
Incorporation), or pledge, hypothecate or otherwise use its shares as security, or grant
options over its legal and beneficial interest in its shares. Any action of a Party
violating this provision shall be void and shall be considered a material breach of this
Agreement in accordance with Subsection 7.3 (a).




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5.
    
    The last paragraph of Subsection 1.4-2 shall be replaced by the following:For the purpose of this Subsection 1.4-2, Off-the-Market Sale shall mean the sale of shares of the Company not through the Stock Exchange or not via Depository Receipts.6.
    
    Subsection 1.4-9 shall be replaced by the following:Minimum Shareholding(a)
    
    Notwithstanding anything to the contrary of other provisions set forth in this
Article 1, each Party shall own a minimum of 33.5% of the outstanding shares of the
Company at any time (the Minimum Shareholding); and shall not pledge, hypothecate or
otherwise use its shares as security, or grant options over its legal and beneficial
interest in these 33.5% of the outstanding shares (Encumbrance).(b)
    
    Any action in violation of this provision shall be considered a material breach of
this Agreement according to Subsection 7.3 (a).(c)
    
    In case the non-breaching Party decides not to terminate this Agreement for material
breach according to Subsection 7.3(a), it may choose that each Partys Output Share
shall be adjusted by the following formula: The breaching Party shall be obligated to
offer to the non-breaching Party, and the non-breaching Party shall have the right of
first refusal to the offer from the breaching Party, a share of the Total Capacity
amounting to 1.5[x]% of the Total Capacity of the Company if the breaching Partys
shareholding is [x]% less than 33.5% of the shares of the Company, or if the breaching
Partys shareholding free of any Encumbrance is [x]% less than 33.5% of the shares of
the Company. By way of example: If the breaching Partys shareholding is decreased to
16% of the outstanding shares of the Company, it shall offer to the non-breaching Party
26.25% (1.5[33.5-16])% of the Total Capacity. The terms Output Share and Total Capacity
used in this Subsection 1.4-9 shall have the same meaning as defined in the PPCRA and
the Parties shall cause the Company to comply with this Subsection 1.4-9.(d)
    
    Further to the rights of the non-breaching Party to terminate this Agreement
pursuant to Section 7.3 (a), or to claim an adjustment of the Output Share pursuant to
Subsection 1.4-9 (c), the breaching Party shall on written request of the non-breaching
Party:
 
    
    withdraw one of its appointed directors if the shareholding of the
breaching Party drops below 30%;
    
    withdraw two of its appointed directors if the shareholding of the
breaching Party drops below 26%;




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
    
    withdraw three of its appointed directors and its appointed supervisor
if the shareholding of the breaching Party drops below 22%;
    
    withdraw four of its appointed directors and its appointed supervisor
if the shareholding of the breaching Party drops below 16.75%.
 7.
    
    Subsection 1.4-10 shall be added to the Agreement:1.4-10 Depository Receipts OfferingSubject to the Minimum Shareholding each Party shall be entitled to dispose of its
shareholding in the Company via the offering of depository receipts. If a Party intends
to do so, it shall first inform the other Party of the volume of shares to be offered
and the anticipated price. The other Party may request within 15 days to participate in
such offering, or to buy the first Partys shares intended to be offered via depository
receipts, provided that the Parties can agree on the conditions for such joint offering,
or a price for the shares within the 15 days period. In any event and even if there is
no agreement within the above 15 days period, the Parties agree to cause their nominees
on the board of the Company to support such offerings and to vote affirmatively on any
resolution required for such offering. The Parties shall cause the Company to sponsor
such offering of depository receipts and to file all necessary applications, in
particular with the Securities and Futures Bureau.8.
    
    Section 2.2 shall be replaced by the following:2.2 Directors, Supervisors, President and Executive Vice President2.2-1 Unless otherwise agreed by the Parties, the Chairman, directors, supervisors,
President and Executive Vice President of the Company shall be appointed and replaced by
the Parties in accordance with the following method:(a) There shall be 8 directors, of whom NTC shall appoint 4 directors and IFX shall
appoint 4 directors. The right to appoint a director shall include the right to replace
the director at any time.Notwithstanding the foregoing, in case that the Board of the Company has approved the
application for an IPO of the Company on Taiwan Stock Exchange (TSE), the Parties
agree to increase the number of directors to 12 directors, of whom NTC shall appoint 4
directors and IFX shall appoint 4 directors. One director shall be a non-related natural
person nominated by Nanya and one director shall be a non-related natural person
nominated by Infineon. Two directors shall be independent of NTC and IFX as prescribed
by ROC law and applicable listing rules [**].




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(b) There shall be 2 supervisors, of whom NTC shall appoint 1 supervisor and IFX shall
appoint 1 supervisor. The right to appoint a supervisor shall include the right to
replace the supervisor at any time.Notwithstanding the foregoing, in case that the Board of the Company has approved the
application for an IPO of the Company on TSE, the Parties agree to increase the number
of supervisors to 4 supervisors, [**]. One supervisor nominated by each Party shall be independent of
the nominating Party as prescribed by ROC law and applicable listing rules.(c) NTC shall nominate a director of the Company, and provide an alternative nominee if
the first nomination is not agreed by IFX, to be appointed as the Chairman of the Board
of the Company.(d) The appointment of the President and the Executive Vice President shall be jointly
consented by the Parties. However, neither Party shall unreasonably withhold such
consent. If the President is appointed by one Party, the other Party may appoint the
Executive Vice President.(e) Each Party shall cause the performance of such Chairman, President, Executive Vice
President, directors, supervisors, and/or other managers appointed or nominated by such
Party to be in accordance with this Agreement.Each Party shall inform the other Party of the persons it wishes to nominate or appoint
to be elected as director or supervisor by the Shareholders Meeting of the Company. For
as long as the other Party is in compliance with the Minimum Shareholding requirement as
set forth in this amended Subsection 1.4-9, each Party shall equally use its votes in
the Shareholders Meeting to vote in favor of the persons appointed or nominated by
itself and by the other Party as stipulated in this Subsection 2.2-1 (a) and (b). In
case that a Party is in breach of its Minimum Shareholding requirement as set forth in
this amended Subsection 1.4-9, it shall not be relieved from its obligations to vote in
favor of the persons appointed or nominated by the other Party.2.2-2 Subject to the Company Law of the Republic of China, the term of the directors and
the supervisors shall be three (3) years.2.2-3 Further to the Parties agreement in Subsection 2.2-1 above, if the Company needs to
comply with legal requirements for the election of independent directors and supervisors
as prescribed by the applicable laws or regulations of the Republic of China, the Parties
agree to co-operate in good faith and to work out an appropriate contractual arrangement
to maintain the




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Company as joint venture between the Parties as equal partners with regard to the
directors, supervisors and the management of the Company.9.
    
    The last paragraph of Subsection 2.3-1 shall be changed as follows:A resolution of the Board of Directors shall be required for the Joint Venture Company,
its Chairman, its President and Executive Vice President, or any of its directors,
personnel or supervisors to engage in any matters which are within the responsibilities
of the Board of Directors.10.
    
    Subsection 2.3-2 shall be replaced by the following:An attendance by two thirds of the directors in person or through representation shall
be necessary to form a quorum. Resolutions of the Board of Directors shall be in
writing, and shall be adopted by affirmative vote of at least 75% of the directors
attending the Board Meeting (at which a quorum is present) whether in person or by
proxy.. The Chairman shall not be entitled to a second or casting vote.11.
    
    Section 6.2 shall be replaced by the following:In each year that the Company has realized a profit after accounting for any tax
liability and covering of accumulated losses, 10% of the remaining profit shall be
retained as legal reserves. After providing for any voluntary reserves as decided by the
Shareholders Meeting, 0.1%~1% of the then remaining profits shall be set aside for the
directors and supervisors of the Company, and 1%~8% of the then remaining profits shall
be set aside for employees as bonuses. The remainder of the profit, if any, may be
announced and paid as dividends to the shareholders in cash or stock, such as shall be
determined from year to year by the Board of Directors and approved by the Shareholders
Meeting, whereby at least 50% shall be distributed as cash dividend. Any other remaining
profit shall be kept by the Company as retained earning.12.
    
    Subsection 8.10-2ProMOS Technologies Inc., Taiwan, shall be deleted from the list of Frontend Fab Cluster
members. Semiconductor Manufacturing International Corporation, (Shanghai), Peoples
Republic of China, shall be added to the list of Frontend Fab Cluster members.




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Nanya Technology Corporation
    
    Infineon Technologies AGBy:

/s/
Jin Lien
    
    By:
    /s/ Thomas SeifertName:
    Jin Lien
    
    Name:
    Thomas SeifertTitle:
    President
    
    Title:
    MP CEODate:
    April 5, 2005
    
    Date:
    04.05.05By:
    /s/ Michael MajerusName:
    Michael MajerusTitle:
    MP CFODate:
    04.05.05