Exhibit 4.35

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote such ommissions.

Amendment 1

to Shareholder Agreement of Altis Semiconductor between Infineon Technologies
Holding France and Compagnie IBM France 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
("Participation Agreement")

and to the Purchase of Products Agreements referred to in Section 6.01. Purchase of
Products thereof

this Amendment 1 hereinafter referred to as "Amendment 1"

WHEREAS
Infineon and IBM acknowledge that IBM has agreed to participate in the Process Development Projects pursuant to the 3-Way Agreement with Chartered Semiconductor executed
contemporaneously herewith, and Infineon is agreeing to take on capacity obligations in the Company as specified in this Amendment 1,

NOW
THEREFORE the agreements cited in the heading are amended as set forth below:



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Amend
the Participation Agreement as follows: Reference Section 6.01. Purchase of Products and add after the first sentence of Section 6.01(b):
Starting in January 1, 2004, Compagnie IBM France's and its Affiliates' entitlement and obligation to purchase Products will begin to decline, ending completely in December 31, 2006.
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 Percentage |  
|--------------- |  | ----------------------------------- | -
|
|2004            |  | 37.5                                | %
|2005            |  | 25                                  | %
|2006            |  | 12.5                                | %
|2007 and beyond |  | 0                                   | %

Within
each year, the decline and corresponding increase will be approximately linear by month (i.e. 1/12 of the total per calendar month).



| |                 |  | Average Product Purchase Percentage |  
| | --------------- |  | ----------------------------------- | -
|
| | 2004            |  | 37.5                                | %
| | 2005            |  | 25                                  | %
| | 2006            |  | 12.5                                | %
| | 2007 and beyond |  | 0                                   | %



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To
the extent that any legal formalities such as a meeting and positive vote of the Shareholders Council is necessary to effectuate any of the foregoing, the signatories to Amendment 1
agree to so act to effectuate this Amendment 1.

Unless
amended by this Amendment 1, all provisions of the Operative Documents shall remain in full force and effect as herein amended. For avoidance of doubt, Amendment 1
incorporates by the reference Appendix A, Definitions, Rules of Construction and Documentary Conventions. Facsimile signatures below shall have the same effect as original signatures.

In
witness whereof, Amendment 1 has been executed and delivered by each party as of the date written below.

|       |  | Infineon Technologies
Holding France |  |        |  | IBM XXI (SAS)       
|------ |  | ------------------------------------ |  | ------ |  | --------------------
|By:    |  | /s/ [illegible]                      |  | By:    |  | /s/ [illegible]     
|Title: |  | Senior Vice President                |  | Title: |  | President IBM XXI   
|Date:  |  | June 26, 2003                        |  | Date:  |  | June 26, 2003       
|       |  | Infineon Technologies AG             |  |        |  | IBM                 
|By:    |  | /s/ [illegible]                      |  | By:    |  | /s/ [illegible]     
|Title: |  | Senior Vice President                |  | Title: |  | VP Alliances        
|Date:  |  | June 26, 2003                        |  | Date:  |  | June 26, 2003       
|       |  |                                      |  |        |  | Compagnie IBM France
|       |  |                                      |  | By:    |  | /s/ [illegible]     
|       |  |                                      |  | Title: |  | Regional Counsel    
|       |  |                                      |  | Date:  |  | June 26, 2003       

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