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$43	Preview Full Doc	2002	Capacity & Reservation Deposit Agreement Capacity & Reservation Deposit Agreement (38K) Doc #125578: Click preview link for longer preview. CAPACITY & RESERVATION DEPOSIT AGREEMENT This Capacity & Reservation Deposit Agreement (together with its Exhibits, the "Agreement") is entered into as of March 20th, 2000 ("the Effective Date") by and between Conexant Systems, Inc., a company incorporated in Delaware "Conexant"); and UMC Group (USA) for foundry services to be performed by United Microelectronics Corporation ("UMC"). 1. DEFINITIONS 1.1 "Agreement Period" means the time period commencing April 1, 2000 and ending twelve (12) calendar quarters thereafter or upon termination of this Agreement, whichever comes first. 1.2 "Foundry Products" and/or "Products" means those integrated circuits designed and/or licensed by Conexant which UMC manufactures for Conexant under this Agreement. 1.3 "Existing Agreements" means the written agreements, if any, existing between UMC and Conexant as of the Effective Date. 1.4 "Allocated Production Capacity" means commercial production capacity in UMC facilities with the agreed upon technology feature sizes and in quantities designated as 8-inch equivalent wafer outs during the quarter involved. The specific technology and quantities for Allocated Production Capacity shall be as stated in the attached EXHIBIT A (as may be updated in writing by mutual agreement during the Agreement Period). In the absence of a written agreement to the contrary, and except for excess capacity provided pursuant to paragraph 2.2 below, capacity pursuant to this Agreement shall be generally linear, without abrupt changes from month to month and with no bunching or clumping of quantities or orders. 1.5 "Wafers" shall mean Products in wafer form. 2. PRODUCTION OF FOUNDRY PRODUCT 2.1 Subject to the terms of this Agreement and for those months in the ten calendar quarters starting 2Q '00 and finishing at the end of 3Q '02 (shown in EXHIBIT A), Conexant will have the right of first refusal for Allocated Production Capacity to be furnished pursuant to UMC's Standard Terms and Conditions as described in EXHIBIT D, and subject to the 125578	Conexant Conexant Systems, Inc. ( Semiconductors ) As referenced in this Capacity & Reservation Deposit Agreement: Conexant Systems, Inc. – LOGO] CAPACITY & RESERVATION DEPOSIT AGREEMENT This Capacity & Reservation Deposit Agreement (together with its Exhibits, the "Agreement") is entered into as of March 20th, 2000 ("the Effective Date") by and between Conexant Systems, Inc. , a company incorporated in Delaware "Conexant"); and UMC Group (USA) for foundry services to be performed by United Microelectronics Corporation ("UMC"). 1. DEFINITIONS 1.1 "Agreement Period" means the _____________ Conexant Systems, Inc. – by the Foundry Agreement dated July 27, 2000 filed as Exhibit 10-k-6 to the Annual Report on Form 10-K for the year ended September 30, 2002 of Conexant Systems, Inc. ] {PAGE} EXHIBIT E UMC'S STANDARD RECIPROCAL NON-DISCLOSURE AGREEMENT (AS MODIFIED EXCLUSIVELY FOR CONEXANT) Effective Date: December 31, 1998 To protect confidential information, United Microelectronics Corporation ("UMC") and _____________ Conexant Systems, Inc. – Inc.] {PAGE} EXHIBIT E UMC'S STANDARD RECIPROCAL NON-DISCLOSURE AGREEMENT (AS MODIFIED EXCLUSIVELY FOR CONEXANT) Effective Date: December 31, 1998 To protect confidential information, United Microelectronics Corporation ("UMC") and Conexant Systems, Inc. ("Company") agree: 1. The obligations imposed by this Reciprocal Non-Disclosure Agreement ("Agreement") shall only apply to information designated as "Confidential" at the time of disclosure ("Confidential Information") as _____________ dt 1458829 ; Conexant Conexant Systems, Inc. ( Semiconductors ) As referenced in this Capacity & Reservation Deposit Agreement: Conexant Systems, Inc. – LOGO] CAPACITY & RESERVATION DEPOSIT AGREEMENT This Capacity & Reservation Deposit Agreement (together with its Exhibits, the "Agreement") is entered into as of March 20th, 2000 ("the Effective Date") by and between Conexant Systems, Inc. , a company incorporated in Delaware "Conexant"); and UMC Group (USA) for foundry services to be performed by United Microelectronics Corporation ("UMC"). 1. DEFINITIONS 1.1 "Agreement Period" means the _____________ Conexant Systems, Inc. – by the Foundry Agreement dated July 27, 2000 filed as Exhibit 10-k-6 to the Annual Report on Form 10-K for the year ended September 30, 2002 of Conexant Systems, Inc. ] {PAGE} EXHIBIT E UMC'S STANDARD RECIPROCAL NON-DISCLOSURE AGREEMENT (AS MODIFIED EXCLUSIVELY FOR CONEXANT) Effective Date: December 31, 1998 To protect confidential information, United Microelectronics Corporation ("UMC") and _____________ Conexant Systems, Inc. – Inc.] {PAGE} EXHIBIT E UMC'S STANDARD RECIPROCAL NON-DISCLOSURE AGREEMENT (AS MODIFIED EXCLUSIVELY FOR CONEXANT) Effective Date: December 31, 1998 To protect confidential information, United Microelectronics Corporation ("UMC") and Conexant Systems, Inc. ("Company") agree: 1. The obligations imposed by this Reciprocal Non-Disclosure Agreement ("Agreement") shall only apply to information designated as "Confidential" at the time of disclosure ("Confidential Information") as _____________ dt 1458904 ;	UMC Group (USA)
$31	Preview Full Doc	2002	Capacity & Reservation Deposit Agreement [Amendment No. 2] Capacity & Reservation Deposit Agreement [Amendment No. 2] (3K) Doc #125579: Click preview link for longer preview. AMENDMENT NO. 2 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT This Amendment to Capacity & Reservation Deposit Agreement ("Amendment") is entered into as of August 1, 2000 by and between Conexant Systems, Inc., a company incorporated in Delaware "Conexant") and UMC Group (USA), (collectively the "Parties") and amends the Capacity & Reservation Deposit Agreement dated March 20th 2000 ("the Agreement") previously entered between such Parties. Background. Pursuant to mutually agreed terms, sections 4.3 and 5.3 of the Agreement were amended on March 24th 2000 ("Amendment No. 1"). The Parties now desire to enter this Amendment No. 2 to specifically articulate wafer discount procedures generally addressed under section 4.1.1 of the Agreement. (1) Replace section 4.1.1 of the Agreement as follows: 4.1.1 For all Wafer outs at 0.25um in any given quarter in excess of the Allocated Production Capacity for such feature size for such quarter as a result of Conexant's ordering additional quantities pursuant to Section 2.2 above, hereinafter referred to as "Excess Wafers," the price shall be discounted by [*] per each such Excess Wafer. With respect to orders for Excess Wafers placed prior to August 1, 2000, UMC shall issue a credit memo promptly, but no later than thirty (30) days following the end of the calendar quarter during which such orders were placed, []. With respect to orders for Excess Wafers placed on or after August 1, 2000, discounts earned shall be [**]. No other change to the Agreement or Amendment No. 1 is intended by this Amendment No. 2. This Amendment No. 2 is not intended to have any effect on any amounts paid or earned prior to the effective date of this Amendment No. 2. ACCORDINGLY, each party represents and warrants that the representative signing on their respective behalf is authorized to enter into this Amendment No. 2 and to bind them to its terms. 125579	Conexant Conexant Systems, Inc. ( Semiconductors ) As referenced in this Capacity & Reservation Deposit Agreement [Amendment No. 2]: Conexant Systems, Inc. – 2 [UMC LOGO] AMENDMENT NO. 2 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT This Amendment to Capacity & Reservation Deposit Agreement ("Amendment") is entered into as of August 1, 2000 by and between Conexant Systems, Inc. , a company incorporated in Delaware "Conexant") and UMC Group (USA), (collectively the "Parties") and amends the Capacity & Reservation Deposit Agreement dated March 20th 2000 ("the Agreement") previously entered between _____________ dt 1458830 ; Conexant Conexant Systems, Inc. ( Semiconductors ) As referenced in this Capacity & Reservation Deposit Agreement [Amendment No. 2]: Conexant Systems, Inc. – 2 [UMC LOGO] AMENDMENT NO. 2 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT This Amendment to Capacity & Reservation Deposit Agreement ("Amendment") is entered into as of August 1, 2000 by and between Conexant Systems, Inc. , a company incorporated in Delaware "Conexant") and UMC Group (USA), (collectively the "Parties") and amends the Capacity & Reservation Deposit Agreement dated March 20th 2000 ("the Agreement") previously entered between _____________ dt 1458905 ;	UMC Group (USA)
$35	Preview Full Doc	2002	Capacity & Reservation Deposit Agreement [Amendment No. 3] Capacity & Reservation Deposit Agreement [Amendment No. 3] (5K) Doc #125580: Click preview link for longer preview. AMENDMENT NO. 3 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT This Third Amendment to Capacity & Reservation Deposit Agreement ("Amendment") is entered into as of May 17, 2001 (the "Amendment Effective Date") by and between Conexant Systems, Inc., a company incorporated in Delaware ("Conexant") and UMC Group (USA), (collectively the "Parties") and amends the Capacity & Reservation Deposit Agreement dated March 20th 2000 as previously twice amended ("the Agreement") previously entered between such Parties. Pursuant to mutually agreed terms, sections 4.3 and 5.3 of the Agreement were amended on March 24th 2000 ("Amendment No. 1"). Section 4.1.1 of the Agreement was then amended on or about September 25th 2000 ("Amendment No. 2"). The Parties now desire to enter this Amendment No. 3 to [***]. Now, therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree that the Agreement (as previously amended) is further amended as follows: 125580	Conexant Conexant Systems, Inc. ( Semiconductors ) As referenced in this Capacity & Reservation Deposit Agreement [Amendment No. 3]: Conexant Systems, Inc. – 3 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT This Third Amendment to Capacity & Reservation Deposit Agreement ("Amendment") is entered into as of May 17, 2001 (the "Amendment Effective Date") by and between Conexant Systems, Inc. , a company incorporated in Delaware ("Conexant") and UMC Group (USA), (collectively the "Parties") and amends the Capacity & Reservation Deposit Agreement dated March 20th 2000 as previously twice amended ("the _____________ dt 1458831 ; Conexant Conexant Systems, Inc. ( Semiconductors ) As referenced in this Capacity & Reservation Deposit Agreement [Amendment No. 3]: Conexant Systems, Inc. – 3 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT This Third Amendment to Capacity & Reservation Deposit Agreement ("Amendment") is entered into as of May 17, 2001 (the "Amendment Effective Date") by and between Conexant Systems, Inc. , a company incorporated in Delaware ("Conexant") and UMC Group (USA), (collectively the "Parties") and amends the Capacity & Reservation Deposit Agreement dated March 20th 2000 as previously twice amended ("the _____________ dt 1458906 ;	UMC Group (USA)
$43	Preview Full Doc	2002	Capacity & Reservation Deposit Agreement [Amendment No. 4] Capacity & Reservation Deposit Agreement [Amendment No. 4] (19K) Doc #125581: Click preview link for longer preview. AMENDMENT NO. 4 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT THIS AMENDMENT NO. 4 TO THE CAPACITY & RESERVATION DEPOSIT AGREEMENT ("AMENDMENT NO. 4") amends and supplements the Capacity & Reservation Deposit Agreement (the "CAPACITY AGREEMENT") and is made and entered into by and between Conexant Systems, Inc., a Delaware corporation ("CONEXANT") and UMC USA, a California corporation ("UMC USA") as of August 24, 2001 (the "AMENDMENT NO. 4 EFFECTIVE DATE"). All capitalized terms used in this Amendment No. 4 and not otherwise defined herein shall have the meaning defined in the Capacity Agreement. RECITALS Pursuant to mutually agreed terms, Sections 4.3 and 5.3 of the Capacity Agreement were amended on March 24, 2000 ("AMENDMENT NO. 1"). Section 4.1.1 of the Capacity Agreement was amended on or about September 25, 2000 ("AMENDMENT NO. 2"). Sections 3.2 and 3.4 of the Capacity Agreement were amended and a new Section 6.1.1 was added to the Capacity Agreement on or about May 17, 2001 ("AMENDMENT NO. 3"). The parties now desire to further amend and supplement the Capacity Agreement in accordance with the terms and conditions set forth herein to provide UMC USA the first right of refusal to certain of Conexant's advanced CMOS Requirements in consideration for specified Wafer credits and a revision of terms on the Deposit paid by Conexant to UMC USA under the Capacity Agreement remaining as of the Amendment No. 4 Effective Date. AMENDMENT NO. 4 The Capacity Agreement is amended as follows: SECTION 1 DEFINITIONS Delete Section 1.1 and substitute the following as new Section 1.1: 1.1 "AGREEMENT PERIOD" means the time period commencing upon the Amendment No. 4 Effective Date, and, if not extended by mutual agreement, ending on December 31, 2006, or upon earlier termination of this Agreement, whichever comes first. Add the following as new definitions: 1.5 "CONEXANT'S ADVANCED CMOS REQUIREMENTS" means all [*] CMOS wafer requirements for Conexant []. 1.6 [] 1.7 "FOUNDRY AGREEMENT" shall mean that Agreement between UMC USA and Conexant dated July 27, 2000. 1.8 "BASE PRICE" shall mean [*]. 125581	Conexant Conexant Systems, Inc. ( Semiconductors ) As referenced in this Capacity & Reservation Deposit Agreement [Amendment No. 4]: Conexant Systems, Inc. – 4 TO THE CAPACITY & RESERVATION DEPOSIT AGREEMENT ("AMENDMENT NO. 4") amends and supplements the Capacity & Reservation Deposit Agreement (the "CAPACITY AGREEMENT") and is made and entered into by and between Conexant Systems, Inc. , a Delaware corporation ("CONEXANT") and UMC USA, a California corporation ("UMC USA") as of August 24, 2001 (the "AMENDMENT NO. 4 EFFECTIVE DATE"). All capitalized terms used in this _____________ CONEXANT SYSTEMS, INC. – signed by an officer of that party. IN WITNESS WHEREOF, the parties have authorized their undersigned representatives to sign this Amendment No. 4 and to bind them to its terms. CONEXANT SYSTEMS, INC. : /s/ Dwight W. Decker ------------------------------ August 24, 2001 UMC: /s/ [Signature Illegible] ------------------------------ August 24, 2001 UMC - USA: /s/ [Signature Illegible] ------------------------------ August 24, 2001 6 {/TEXT} {/DOCUMENT} _____________ dt 1458832 ; Conexant Conexant Systems, Inc. ( Semiconductors ) As referenced in this Capacity & Reservation Deposit Agreement [Amendment No. 4]: Conexant Systems, Inc. – 4 TO THE CAPACITY & RESERVATION DEPOSIT AGREEMENT ("AMENDMENT NO. 4") amends and supplements the Capacity & Reservation Deposit Agreement (the "CAPACITY AGREEMENT") and is made and entered into by and between Conexant Systems, Inc. , a Delaware corporation ("CONEXANT") and UMC USA, a California corporation ("UMC USA") as of August 24, 2001 (the "AMENDMENT NO. 4 EFFECTIVE DATE"). All capitalized terms used in this _____________ CONEXANT SYSTEMS, INC. – signed by an officer of that party. IN WITNESS WHEREOF, the parties have authorized their undersigned representatives to sign this Amendment No. 4 and to bind them to its terms. CONEXANT SYSTEMS, INC. : /s/ Dwight W. Decker ------------------------------ August 24, 2001 UMC: /s/ [Signature Illegible] ------------------------------ August 24, 2001 UMC - USA: /s/ [Signature Illegible] ------------------------------ August 24, 2001 6 {/TEXT} {/DOCUMENT} _____________ dt 1458907 ;	UMC USA
$59	Preview Full Doc	2006	Deposit Agreement Deposit Agreement (137K) Doc #1113632: Click preview link for longer preview. FORM OF AMENDMENT NO. 1 TO DEPOSIT AGREEMENT Form of Amendment No. 1 to Deposit Agreement Exhibit (a)(ii) UNITED MICROELECTRONICS CORPORATION AND CITIBANK, N.A., As Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED UNDER THE DEPOSIT AGREEMENT, DATED AS OF SEPTEMBER 21, 2000 Amendment No. 1 to Deposit Agreement Dated as of March , 2006 AMENDMENT NO. 1 TO DEPOSIT AGREEMENT AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, dated as of March . . . 1113632	Citibank Citibank, NA As referenced in this Deposit Agreement: CITIBANK, N.A. – Form of Amendment No. 1 to Deposit Agreement Exhibit (a)(ii) UNITED MICROELECTRONICS CORPORATION AND CITIBANK, N.A. , As Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED UNDER THE DEPOSIT AGREEMENT, DATED AS OF SEPTEMBER 21, 2000 Amendment _____________ Citibank, N.A. – of March , 2006 (this “Amendment”), by and among United Microelectronics Corp., a company organized and existing under the laws of the Republic of China (the “Company”), Citibank, N.A. , a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners from time to time of _____________ CITIBANK, N.A. – the Depositary have caused this Amendment to be executed by representatives thereunto duly authorized as of the date set forth above. UNITED MICROELECTRONICS CORPORATION By: Name: Chitung Liu Title: CFO CITIBANK, N.A. , as Depositary By: Name: Paul Martin Title: Vice President 14 EXHIBIT A FORM OF RECEIPT Number CUSIP NUMBER: 910873 20 7 American Depositary Shares (each American Depositary Share representing _____________ CITIBANK, N.A. – AMERICAN DEPOSITARY RECEIPT FOR AMERICAN DEPOSITARY SHARES Representing DEPOSITED FULLY PAID COMMON SHARES of UNITED MICROELECTRONICS CORPORATION (Incorporated under the laws of the Republic of China (the “ROC”)) CITIBANK, N.A. , a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that CEDE & CO., as _____________ Citibank, N.A. – the Deposit Agreement (as hereinafter defined), each ADS represents five Shares deposited under the Deposit Agreement with the Custodian, which at the date of execution of the Deposit Agreement is Citibank, N.A. , Taipei Branch, (the “Custodian”). The ratio of American Depositary Shares to Shares is subject to amendment as provided in Article IV of the Deposit Agreement. The Depositary&# _____________ dt 1479300 ; United United Microelectronics Corp. ( Semiconductors ) As referenced in this Deposit Agreement: United Microelectronics Corp. – Agreement Dated as of March , 2006 AMENDMENT NO. 1 TO DEPOSIT AGREEMENT AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, dated as of March , 2006 (this “Amendment”), by and among United Microelectronics Corp. , a company organized and existing under the laws of the Republic of China (the “Company”), Citibank, N.A., a national banking association organized under the laws of _____________ dt 1459977 ;	Citibank Citibank, NA ( Financial ) As referenced in this Deposit Agreement: CITIBANK, N.A. – Form of Amendment No. 1 to Deposit Agreement Exhibit (a)(ii) UNITED MICROELECTRONICS CORPORATION AND CITIBANK, N.A. , As Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED UNDER THE DEPOSIT AGREEMENT, DATED AS OF SEPTEMBER 21, 2000 Amendment _____________ Citibank, N.A. – of March , 2006 (this “Amendment”), by and among United Microelectronics Corp., a company organized and existing under the laws of the Republic of China (the “Company”), Citibank, N.A. , a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners from time to time of _____________ CITIBANK, N.A. – the Depositary have caused this Amendment to be executed by representatives thereunto duly authorized as of the date set forth above. UNITED MICROELECTRONICS CORPORATION By: Name: Chitung Liu Title: CFO CITIBANK, N.A. , as Depositary By: Name: Paul Martin Title: Vice President 14 EXHIBIT A FORM OF RECEIPT Number CUSIP NUMBER: 910873 20 7 American Depositary Shares (each American Depositary Share representing _____________ CITIBANK, N.A. – AMERICAN DEPOSITARY RECEIPT FOR AMERICAN DEPOSITARY SHARES Representing DEPOSITED FULLY PAID COMMON SHARES of UNITED MICROELECTRONICS CORPORATION (Incorporated under the laws of the Republic of China (the “ROC”)) CITIBANK, N.A. , a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that CEDE & CO., as _____________ Citibank, N.A. – the Deposit Agreement (as hereinafter defined), each ADS represents five Shares deposited under the Deposit Agreement with the Custodian, which at the date of execution of the Deposit Agreement is Citibank, N.A. , Taipei Branch, (the “Custodian”). The ratio of American Depositary Shares to Shares is subject to amendment as provided in Article IV of the Deposit Agreement. The Depositary&# _____________ dt 1479300
$47	Preview Full Doc	2004	Deposit Agreement Deposit Agreement (157K) Doc #1123093: Click preview link for longer preview. EXECUTION VERSION DATED APRIL 5, 2004 MACRONIX INTERNATIONAL CO., LTD. And CITIBANK, N.A. DEPOSIT AGREEMENT Relating to an offering of Global Depositary Shares Representing common shares of MACRONIX INTERNATIONAL CO., LTD. <PAGE> . . . 1123093	Macronix Macronix International Co. Ltd. ( Semiconductors ) As referenced in this Deposit Agreement: MACRONIX INTERNATIONAL CO. – gt;u99106exv14w9.txt <DESCRIPTION>EX-14.9 DEPOSIT AGREEMENT DATED APRIL 5, 2004 <TEXT> <PAGE> EXHIBIT 14.9 EXECUTION VERSION DATED APRIL 5, 2004 MACRONIX INTERNATIONAL CO. , LTD. And CITIBANK, N.A. DEPOSIT AGREEMENT Relating to an offering of Global Depositary Shares Representing common shares of MACRONIX INTERNATIONAL CO., LTD. <PAGE> CONTENTS <TABLE& _____________ MACRONIX INTERNATIONAL CO. – 14.9 EXECUTION VERSION DATED APRIL 5, 2004 MACRONIX INTERNATIONAL CO., LTD. And CITIBANK, N.A. DEPOSIT AGREEMENT Relating to an offering of Global Depositary Shares Representing common shares of MACRONIX INTERNATIONAL CO. , LTD. <PAGE> CONTENTS <TABLE> <CAPTION> CLAUSE PAGE <S> <C> 1. Interpretation..................................................................... 1 2. Form of GDS'....................................................................... 5 3. Appointment _____________ MACRONIX INTERNATIONAL CO. – Part B........................................................................ 42 SCHEDULE 3 - PART C........................................................................ 47 </TABLE> (i) <PAGE> (ii) <PAGE> THIS DEPOSIT AGREEMENT is made on April 5, 2004 BETWEEN: (1) MACRONIX INTERNATIONAL CO. , LTD. (the "COMPANY"); and (2) CITIBANK, N.A., a national banking association organized under the laws of the United States in its capacity as Depositary for the Facility (as _____________ MACRONIX INTERNATIONAL CO. – by prepaid post (first class if domestic, first class airmail if overseas) or air courier or by telex, facsimile transmission or by delivering it by hand as follows: The Company: MACRONIX INTERNATIONAL CO. , LTD. No. 16, Li-Hsin Road Science-Based Industrial Park Hsin Chu, Taiwan, ROC Attention: CFO Fax: 03-563-2999 Tel: 03-578-6688/#76631 The Depositary: Citibank, N. _____________ MACRONIX INTERNATIONAL CO. – written. -30- <PAGE> SCHEDULE 1 FORMS OF CERTIFICATE IN DEFINITIVE REGISTERED FORM REPRESENTING GLOBAL DEPOSITARY SHARES On the front: THIS GLOBAL DEPOSITARY SHARE AND THE ORDINARY SHARES OF MACRONIX INTERNATIONAL CO. , LTD. REPRESENTED HEREBY (THE "SHARES") HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY _____________ dt 1802334
$62	Preview Full Doc	2003	Deposit Agreement Deposit Agreement (227K) Doc #1221580: Click preview link for longer preview. DEPOSIT AGREEMENT -------------------------------------------------------------------------------- by and among GEMPLUS INTERNATIONAL S.A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN . . . 1221580	Gemplus Gemplus International SA ( Semiconductors ) As referenced in this Deposit Agreement: GEMPLUS INTERNATIONAL S – EX-99.1 <SEQUENCE>3 <FILENAME>ex991.txt <DESCRIPTION>EX (A)(1) DEPOSIT AGREEMENT <TEXT> EXECUTION COPY -------------------------------------------------------------------------------- DEPOSIT AGREEMENT -------------------------------------------------------------------------------- by and among GEMPLUS INTERNATIONAL S .A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER -------------------------------------------------------------------------------- Dated as of December 7, _____________ Gemplus International S – Exhibit A Form of ADR.................................................A-1 Exhibit B Fee Schedule................................................B-1 <PAGE> DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of December 7, 2000, by and among (i) Gemplus International S .A., a societe anonyme organized under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Company Register under number RC No. B73145, and its successors (the " _____________ Gemplus International S – 1.8 "Commission" shall mean the Securities and Exchange Commission of the United States or any successor governmental agency thereto in the United States. Section 1.9 "Company" shall mean Gemplus International S .A., a societe anonyme organized under the laws of Luxembourg, registered with the Luxembourg Company Register under number RC No. B 73145, and its successors. Section 1.10 "Custodian" _____________ Gemplus International S – applicable to ADRs, ADSs or Deposited Securities as in effect at the relevant time of determination, unless otherwise required by law or regulation. 36 <PAGE> IN WITNESS WHEREOF, Gemplus International S .A. and CITIBANK, N.A. have duly executed this Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall become _____________ GEMPLUS INTERNATIONAL S – Beneficial Owners shall become parties hereto upon acceptance by them of ADSs evidenced by ADRs issued in accordance with the terms hereof, or upon acquisition of any beneficial interest therein. GEMPLUS INTERNATIONAL S .A. By: /s/ Patrick S. Jones --------------------------------- Name: Patrick S. Jones Title: Chief Financial Officer CITIBANK, N.A. By: --------------------------------- Name: Title: 37 <PAGE> IN WITNESS WHEREOF, Gemplus International _____________ dt 1740803
$39	Full Doc	2005	Deposit Agreement Deposit Agreement (9K) Doc #1222136: This document is immediately available for purchase, but does not have a preview available for viewing. 1222136	Cookson Cookson Group plc ( Semiconductors )
$42	Preview Full Doc	2004	Deposit Agreement Deposit Agreement (95K) Doc #1223512: Click preview link for longer preview. [EM&M Draft December 15, 2004] ==================================================== ARM HOLDINGS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of April 24, 1998 as amended and restated as of April 17, 2000 and as further amended and restated as of , 2004 EMM-759516_5 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of . . . 1223512	ARM Holdings ARM Holdings plc ( Semiconductors ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Deposit Agreement: BANK OF NEW YORK – exdep4-24 EX-1 2 armamenddep.htm FORM OF DEPOSIT AGREEMENT [EM&M Draft December 15, 2004] ==================================================== ARM HOLDINGS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of April 24, 1998 as amended and restated as of April 17, 2000 and _____________ BANK OF NEW YORK, – of April 17, 2000, and as further amended and restated as of , 2004, among ARM HOLDINGS PLC, incorporated under the laws of England and Wales (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder. W I T N _____________ Bank of New York, – and Exchange Commission of the United States or any successor governmental agency in the United States. Section 1.5 Custodian. The term "Custodian" shall mean the London office of The Bank of New York, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the _____________ Bank of New York, – Agreement, as the same may be amended from time to time in accordance with the provisions hereof. Section 1.8 Depositary; Corporate Trust Office. The term "Depositary" shall mean The Bank of New York, a New York banking corporation and any successor as depositary hereunder. The term "Corporate Trust Office", when used with respect to the Depositary, shall mean the corporate trust office _____________ Bank of New York – the Issuer or to a successor depositary. Section 5.11 Exclusivity. The Issuer agrees not to appoint any other depositary for issuance of American Depositary Receipts so long as The Bank of New York is acting as Depositary hereunder. Section 5.12 Approved Depositary The parties agree and recognise that the Depositary is hereby designated for so long as this Deposit Agreement is in _____________ dt 1586746
$41	Preview Full Doc	2004	Deposit Agreement Deposit Agreement (96K) Doc #1223515: Click preview link for longer preview. Form of Proposed Amended and Restated Deposit Agreement ARM HOLDINGS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of April 24, 1998 as amended and restated as of April 17, 2000 and as further amended and restated as of , 2004 ARTICLE 1. . . . 1223515	ARM Holdings ARM Holdings plc ( Semiconductors ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Deposit Agreement: BANK OF NEW YORK – EX-4.4 3 dex44.htm FORM OF PROPOSED AMENDED AND RESTATED DEPOSIT AGREEMENT Exhibit 4.4 Form of Proposed Amended and Restated Deposit Agreement ARM HOLDINGS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of April 24, 1998 as amended and restated as of April 17, 2000 and _____________ BANK OF NEW YORK, – of April 17, 2000, and as further amended and restated as of , 2004, among ARM HOLDINGS PLC, incorporated under the laws of England and Wales (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder. W I T N _____________ Bank of New York, – and Exchange Commission of the United States or any successor governmental agency in the United States. Section 1.5 Custodian. The term Custodian shall mean the London office of The Bank of New York, as agent of the Depositary for the purposes of this Deposit Agreement, and any - 2 - other firm or corporation which may hereafter be appointed by the Depositary pursuant to _____________ Bank of New York, – Agreement, as the same may be amended from time to time in accordance with the provisions hereof. Section 1.8 Depositary; Corporate Trust Office. The term Depositary shall mean The Bank of New York, a New York banking corporation and any successor as depositary hereunder. The term Corporate Trust Office, when used with respect to the Depositary, shall mean the corporate trust office _____________ Bank of New York – Issuer or to a successor depositary. - 39 - Section 5.11 Exclusivity. The Issuer agrees not to appoint any other depositary for issuance of American Depositary Receipts so long as The Bank of New York is acting as Depositary hereunder. Section 5.12 Approved Depositary The parties agree and recognise that the Depositary is hereby designated for so long as this Deposit Agreement is in _____________ dt 1586747
$71	Preview Full Doc	2004	Deposit Agreement Deposit Agreement (154K) Doc #1223521: Click preview link for longer preview. <DESCRIPTION>FORM OF DEPOSIT AGREEMENT <TEXT> =============================================================================== ARM HOLDINGS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit . . . 1223521	ARM Holdings ARM Holdings plc ( Semiconductors ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Deposit Agreement: BANK OF NEW YORK – lt;TYPE>EX-1 <SEQUENCE>2 <FILENAME>e55645_ex-1.txt <DESCRIPTION>FORM OF DEPOSIT AGREEMENT <TEXT> =============================================================================== ARM HOLDINGS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of April 24, 1998 As amended and restated as of April 17, 2000 =============================================================================== < _____________ BANK OF NEW YORK, – of April 24, 1998, as amended and restated as of April 17, 2000 among ARM HOLDINGS PLC, incorporated under the laws of England and Wales (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder. W I T N _____________ Bank of New York, – and Exchange Commission of the United States or any successor governmental agency in the United States. Section 1.5 Custodian. ---------- The term "Custodian" shall mean the London office of The Bank of New York, as agent of the Depositary for the purposes of this Deposit Agreement, and any -3- <PAGE> other firm or corporation which may hereafter be appointed by the _____________ Bank of New York, – Agreement, as the same may be amended from time to time in accordance with the provisions hereof. Section 1.8 Depositary; Corporate Trust Office. ----------------------------------- The term "Depositary" shall mean The Bank of New York, a New York banking corporation and any successor as depositary hereunder. The term "Corporate Trust Office", when used with respect to the Depositary, shall mean the corporate trust office _____________ Bank of New York – the Issuer or to a successor depositary. Section 5.11 Exclusivity. ------------ The Issuer agrees not to appoint any other depositary for issuance of American Depositary Receipts so long as The Bank of New York is acting as Depositary hereunder. ARTICLE 6. AMENDMENT AND TERMINATION. Section 6.1 Amendment. ---------- The form of the Receipts and any provisions of this Deposit Agreement may at any time _____________ dt 1725643
$54	Preview Full Doc	2007	ARM Holdings plc ARM Holdings plc (101K) Doc #3237664: Click preview link for longer preview. ARM HOLDINGS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY ~~RECEIPTS~~SHARES Amended and Restated Deposit Agreement Dated as of ~~April 24, 1998~~________________, 2007 ~~as amended and restated as of April 17, 2000~~ ~~and as further amended and restated as of Decmeber 23, 2004~~ DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of April 24, 1998, as amended and restated as of April 17, 2000, December 23, 2004, and as further amended and restated as of ~~December 23, 2004,~~_______________, 2007 among ARM HOLDINGS PLC, incorporated under the laws of England and Wales ( . . . 3237664	ARM Holdings ARM Holdings plc ( Semiconductors )

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