EXHIBIT 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("AGREEMENT") is made as of this ___day of _____, 1997 by and between Amkor Technology, Inc., a Delaware corporation (the "COMPANY"), and _________________ ("INDEMNITEE").

WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors' and officers' liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law.

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1. INDEMNIFICATION.

(a) Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director, by reason of the fact that Indemnitee is or was a director or officer of the Corporation or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful.

(b) Proceedings By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) and, to the fullest extent permitted by law, amounts paid in settlement, in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and its stockholders, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company in the performance of Indemnitee's duty to the Company and its stockholders unless and only to the extent that the Delaware Court of Chancery or the court in which such action or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

2. EXPENSES; INDEMNIFICATION PROCEDURE.

(a) Advancement of Expenses. The Company shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in
Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action or proceeding, which shall be governed by Section 1(a)). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Company.

(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement, provided however, that a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

(c) Procedure. Any indemnification provided for in Section 1 shall be made no later than forty-five (45) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within forty-five (45) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Subsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(d) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(e) Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume

the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

(a) Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee's rights and Company's obligations, under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder.

(b) Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in such capacity at the time of any action or other covered proceeding.

4. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action or proceeding, but not, however, for the total amount there of, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

5. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

6. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain

and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.

7. SEVERABILITY. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 7. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Excluded Acts. To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law.

(b) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; or

(c) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

(d) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Company; or

(e) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits inuring to and recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

9. EFFECTIVENESS OF AGREEMENT. To the extent that the indemnification permitted under the terms of certain provisions of this Agreement exceeds the scope of the indemnification provided for in the Delaware General Corporation Law, such provisions shall not be effective unless and until the Company's Certificate of Incorporation authorize such additional rights of indemnification. In all other respects, the balance of this Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee or other agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission occurred.

10. CONSTRUCTION OF CERTAIN PHRASES.

(a) For purposes of this Agreement, references to the "Company" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries.

11. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.

13. ATTORNEYS' FEES. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee's material defenses to such action were made in bad faith or were frivolous.

14. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

15. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim.

16. CHOICE OF LAW. This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.

17. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

18. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AMKOR TECHNOLOGY, INC.

Address:

AGREED TO AND ACCEPTED:

INDEMNITEE:

EXHIBIT 10.2

AMKOR TECHNOLOGY, INC.
1998 STOCK PLAN

1. Purposes of the Plan. The purposes of this Stock Plan are:

. to attract and retain the best available personnel for positions of substantial responsibility,

. to provide additional incentive to Employees, Directors and Consultants, and

. to promote the success of the Company's business.

Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.

(b) "Applicable Laws" means the requirements relating to the administration of stock option plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or will be, granted under the Plan.

(c) "Board" means the Board of Directors of the Company.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

(f) "Common Stock" means the common stock of the Company.

(g) "Company" means Amkor Technology, Inc., a Delaware corporation.

(h) "Consultant" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

(i) "Director" means a member of the Board.

(j) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code.

(k) "Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

(n) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(o) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

(p) "Notice of Grant" means a written or electronic notice evidencing certain terms and conditions of an individual Option or Stock Purchase Right grant. The Notice of Grant is part of the Option Agreement.

(q) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(r) "Option" means a stock option granted pursuant to the Plan.

(s) "Option Agreement" means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(t) "Option Exchange Program" means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price.

(u) "Optioned Stock" means the Common Stock subject to an Option or Stock Purchase Right.

(v) "Optionee" means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.

(w) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

(x) "Plan" means this 1998 Stock Plan.

(y) "Restricted Stock" means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.

(z) "Restricted Stock Purchase Agreement" means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

(aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(bb) "Section 16(b)" means Section 16(b) of the Exchange Act.

(cc) "Service Provider" means an Employee, Director or Consultant.

(dd) "Share" means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

(ee) "Stock Purchase Right" means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

(ff) "Subsidiary" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 5,000,000 Shares, plus an annual increase to be added on each anniversary date of the adoption of the Plan equal to the lesser of (i) the number of Shares needed to restore the maximum aggregate number of Shares which may be optioned and sold under the Plan to 5,000,000, or (ii) a lesser amount determined by the Administrator. The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan, whether upon exercise of an Option or Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. The Plan may be administered by different Committees with respect to different groups of Service Providers.

(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code.

(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv) Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options and Stock Purchase Rights may be granted hereunder;

(iii) to determine the number of shares of Common Stock to be covered by each Option and Stock Purchase Right granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to reduce the exercise price of any Option or Stock Purchase Right to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or Stock Purchase Right shall have declined since the date the Option or Stock Purchase Right was granted;

(vii) to institute an Option Exchange Program;

(viii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(x) to modify or amend each Option or Stock Purchase Right (subject to Section 15(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

(xi) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(xii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option or Stock Purchase Right previously granted by the Administrator;

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator's Decision. The Administrator's decisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Options or Stock Purchase Rights.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Limitations.

(a) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b) Neither the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any right with respect to continuing the Optionee's relationship as a Service Provider with the Company, nor shall they interfere in any way with the Optionee's right or the Company's right to terminate such relationship at any time, with or without cause.

(c) The following limitations shall apply to grants of Options:

(i) No Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than 2,000,000 Shares.

(ii) In connection with his or her initial service, a Service Provider may be granted Options to purchase up to an additional 2,000,000 Shares which shall not count against the limit set forth in subsection (i) above.

(iii) The foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 13.

(iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 13), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option.

7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 15 of the Plan.

8. Term of Option. The term of each Option shall be stated in the Option Agreement. In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

9. Option Exercise Price and Consideration.

(a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction.

(b) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised.

(c) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of:

(i) cash;

(ii) check;

(iii) promissory note;

(iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;

(vi) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee's participation in any Company-sponsored deferred compensation program or arrangement;

(vii) any combination of the foregoing methods of payment; or

(viii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

10. Exercise of Option.

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, other than upon the Optionee's death or Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee's termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee's Disability, the Optionee may exercise his or her Option within such period of time as

is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's termination. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Optionee's estate or, if none, by the person(s) entitled to exercise the Option under the Optionee's will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

11. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's service with the Company for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by

cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate determined by the Administrator.

(c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.

12. Non-Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, an Option or Stock Purchase Right may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right shall contain such additional terms and conditions as the Administrator deems appropriate.

13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option and Stock Purchase Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an

Optionee to have the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action.

(c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

14. Date of Grant. The date of grant of an Option or Stock Purchase Right shall be, for all purposes, the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant.

15. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

16. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

17. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19. Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

1998 STOCK PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Grant Number                        _________________________

Date of Grant                       _________________________

Vesting Commencement Date           _________________________

Exercise Price per Share            $________________________

Total Number of Shares Granted      _________________________

Total Exercise Price                $_________________________

Type of Option: ___ Incentive Stock Option

___ Nonstatutory Stock Option

Term/Expiration Date: _________________________

Vesting Schedule:

This Option may be exercised, in whole or in part, in accordance with the following schedule:

[25% OF THE SHARES SUBJECT TO THE OPTION SHALL VEST TWELVE MONTHS AFTER

THE VESTING COMMENCEMENT DATE, AND 1/48 OF THE SHARES SUBJECT TO THE OPTION SHALL VEST EACH MONTH THEREAFTER, SUBJECT TO THE OPTIONEE CONTINUING TO BE A SERVICE PROVIDER ON SUCH DATES].

Termination Period:

This Option may be exercised for 30 days after Optionee ceases to be a Service Provider. Upon the death or Disability of the Optionee, this Option may be exercised for one year after Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

II. AGREEMENT

1. Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the "Optionee") an option (the "Option") to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").

2. Exercise of Option.

(a) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the "Exercise Notice"), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the Optionee and delivered to [TITLE] of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares.

3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a) cash; or

(b) check; or

(c) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; or

(d) surrender of other Shares which (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, AND (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

4. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

5. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

6. Tax Consequences. Some of the federal tax consequences relating to this Option, as of the date of this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a) Exercising the Option.

(i) Nonstatutory Stock Option. The Optionee may incur regular federal income tax liability upon exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(ii) Incentive Stock Option. If this Option qualifies as an ISO, the Optionee will have no regular federal income tax liability upon its exercise, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal tax purposes and may subject the Optionee to alternative minimum tax in the year of exercise. In the event that the Optionee ceases to be an Employee but remains a Service Provider, any Incentive Stock Option of the Optionee that remains unexercised shall cease to qualify as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option on the date three (3) months and one (1) day following such change of status.

(b) Disposition of Shares.

(i) NSO. If the Optionee holds NSO Shares for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.

(ii) ISO. If the Optionee holds ISO Shares for at least one year after exercise and two years after the grant date, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. If the Optionee disposes of ISO Shares within one year after exercise or two years after the grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the lesser of (A) the difference between the Fair Market Value of the Shares acquired on the date of exercise and the aggregate Exercise Price, or (B) the difference between the sale price of such Shares and the aggregate Exercise Price. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

(c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee.

7. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

8. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT

THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

By your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

OPTIONEE:                              AMKOR TECHNOLOGY, INC.



--------------------------------       -----------------------------------
Signature                              By

--------------------------------       -----------------------------------
Print Name                             Title

--------------------------------
Residence Address

---------------------------------

EXHIBIT A

1998 STOCK PLAN

EXERCISE NOTICE

AMKOR TECHNOLOGY, INC.
Goshen Corporate Park
1345 Enterprise Drive
West Chester, PA 19380

Attention: [TITLE]

1. Exercise of Option. Effective as of today, ________________, 199__, the undersigned ("Purchaser") hereby elects to purchase ______________ shares (the "Shares") of the Common Stock of AMKOR TECHNOLOGY, INC. (the "Company") under and pursuant to the 1998 Stock Plan (the "Plan") and the Stock Option Agreement dated _____________, 19___ (the "Option Agreement"). The purchase price for the Shares shall be $_____________, as required by the Option Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares.

3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 13 of the Plan.

5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

6. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all

prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

Submitted by:                          Accepted by:

PURCHASER:                             AMKOR TECHNOLOGY, INC.


------------------------------         -----------------------------------
Signature                              By

------------------------------         -----------------------------------
Print Name                             Its


Address:                               Address:

-------------------------------        Amkor Technology, Inc.
-------------------------------        Goshen Corporate Park
                                       1345 Enterprise Drive
                                       West Chester, PA 19380

                                       ----------------------------------
                                       Date Received

EXHIBIT 10.4

S CORPORATION TERMINATION, TAX ALLOCATION
AND INDEMNIFICATION AGREEMENT

This S CORPORATION TERMINATION, TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (the "Agreement"), between Amkor Technology, Inc., a Delaware corporation ("ATI"), Amkor Electronics, Inc., a Pennsylvania corporation ("AEI", ATI and AEI are collectively referred to the "Company"), and James J. Kim, the David D. Kim Trust of December 31, 1987, the John T. Kim Trust of December 31, 1987, and the Susan Y. Kim Trust of December 31, 1987 (each such person or entity, a "Shareholder," and such person and all such entities, collectively, the "Shareholders") (the Company and the Shareholders are hereinafter referred to individually as a "party" and collectively as the "parties").

WHEREAS, AEI is an S corporation, as defined in Section 1361(a) of the Code (as hereinafter defined) and will continue to be an S corporation until the Termination Date (as hereinafter defined); and

WHEREAS, AEI will be merged with and into ATI pursuant to a reincorporation of AEI into Delaware in a tax free reorganization; and

WHEREAS, the Shareholders own capital stock of the Company; and

WHEREAS, it is anticipated that ATI will close an underwritten initial public offering of its common stock (the "Public Offering"); and

WHEREAS, in connection with the Public Offering, it is anticipated that AEI will distribute to the Shareholders an amount which represents AEI's cumulative net income in all prior periods while it was an S corporation, less the amount of distributions previously made to the Shareholders; and

WHEREAS, prior to the merger of AEI with and into ATI, the Shareholders and the Company wish to revoke AEI's status as an S Corporation; and

WHEREAS, the Shareholders and the Company wish to enter into an agreement as to the termination of AEI's status as an S corporation, the method used to allocate AEI's income during its S Termination Year (as hereinafter defined) pursuant to Code Section 1362(e)(3), and the indemnification of the Company and the Shareholders with respect to certain tax matters.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 DEFINITIONS. The following terms, as used herein, have the following meanings:

"C Short Year" means the portion of the S Termination Year of the Company beginning on the Termination Date and ending on December 31, 1998.

"Code" means the Internal Revenue Code of 1986, as amended, and, in the context of a state or local tax, a reference to the Code or a section of the Code includes any similar applicable provision of state or local law.

"Excess Distributions" means the excess of cash or property distributions by the Company to a Shareholder over the federal and state income taxes paid by the Shareholder with respect to the taxable income of the Company for all periods during which the Company has been an S corporation, including the S Short Year.

"S Short Year" means that portion of the S Termination Year of the Company beginning on January 1, 1998, and ending on the day before the Termination Date.

"S Termination Year" means the Company's fiscal year beginning January 1, 1998.

"Taxes" means all taxes, however denominated, including any interest, penalties or additions to tax that may become payable in respect therewith, imposed by any federal, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income, payroll and employee withholding, unemployment insurance, social security, sales and use, excise, profits, value added, ad valorem, occupancy, disability, franchise, gross receipts, environmental, occupation, real and personal property, stamp, transfer, license, net worth, real property gains, capital, worker's compensation taxes.

"Tax Benefit" shall mean (i) with respect to a Shareholder the amount of the Tax savings resulting from a decrease in that Shareholder's allocable share of S Corporation taxable income if and to the extent that decrease results in an increase (or would result in an increase absent a net operating loss) in the Tax liability of the Company, and (ii) with respect to the Company the amount of the Tax savings resulting from a decrease in its taxable income if and to the extent that decrease results in an increase in the Tax liability of a Shareholder attributable to that Shareholder's allocable share of S Corporation taxable income.

"Tax Returns" means all reports, estimates, information statements and returns relating to, or required to be filed in connection with, any Taxes.

"Termination Date" means the date on which S corporation status of AEI is terminated as a result of revocation of such status in accordance with
Section 1362(d)(1) of the Code or otherwise.

ARTICLE II

TERMINATION

2.1 TERMINATION OF S STATUS. AEI's S corporation status shall be terminated as a result of revocation of such status pursuant to Section 1362(d)(1) of the Code. The Company agrees to execute and file with the Internal Revenue Service an executed election in substantially the form attached hereto to as Exhibit A, prior to the Termination Date. The termination of the AEI's S corporation status shall be effective prior to (i) its reincorporation as ATI and (ii) the closing of the Public Offering.

2.2 SHAREHOLDER CONSENT. Each Shareholder agrees to execute and deliver to the Company an executed consent in substantially the form attached hereto to as Exhibit B, prior to the Termination Date.

ARTICLE III

ALLOCATION OF INCOME

3.1 ALLOCATION ELECTION. The Company agrees to elect and the Shareholders agree to consent, pursuant to Section 1362(e)(3) of the Code, to allocate Tax items to its S Short Year and C Short Year pursuant to normal tax accounting rules (the "closing of the books method") rather than by the pro rata allocation method contained in Section 1362(e)(2) of the Code. The Company and each of the Shareholders agree to take all necessary actions under Treasury Regulation Section 1.1362-6 (or successor thereto) to cause such election and consents and the revocation election and consents to be effective for federal income tax purposes, including the execution and delivery, by the Shareholders to the Company of a consent in substantially the form attached hereto as Exhibit C, prior to the Termination Date. Additionally, the Company agrees to execute and attach to its Tax Return filed with the Internal Revenue Service an executed election in substantially the form attached hereto to as Exhibit D.

ARTICLE IV

TAX RETURNS AND INDEMNIFICATION

4.1 FILING TAX RETURN FOR THE TERMINATION YEAR. The Company shall be responsible for and shall effect the filing of all Tax Returns required to be filed by the Company with respect to all taxable periods ending prior to, with or within the Termination Year. The Company shall cause such returns to include the Company's income from all sources for all periods covered by such returns.

4.2 SHAREHOLDER INDEMNIFICATION FOR TAX LIABILITIES. Except with respect to any tax jurisdiction that does not recognize S corporations as pass-through entities and to the extent any tax jurisdiction either (i) does not accord S corporation tax treatment to nonresident shareholders or (ii) requires an S corporation to make an affirmative election to be treated as an S corporation and the Company does not make such an election, each Shareholder, severally (according to the percentage of the outstanding shares of the Company's common stock owned by such Shareholder for the year in question) and not jointly, hereby indemnifies and agrees to hold the Company harmless from, against and in respect for any U.S. federal or state income Tax liability (including interest and penalties), if any, resulting from the Company failing to qualify as an S corporation under Code Section 1361(a)(1) (as enacted and in effect prior to the Termination Date), pursuant to a final determination by the applicable taxing authority, for every taxable year on or before the Termination Date as to which the Company filed or files Tax Returns claiming status as an S corporation, provided, however, that the total payments to be made by a Shareholder pursuant to this Section 4.2 shall not exceed the Excess Distributions received by the Shareholder with respect to all taxable years in which such Shareholder was a Shareholder.

4.3 COMPANY INDEMNIFICATION FOR TAX LIABILITIES. Except with respect to any tax jurisdiction that does not recognize S corporations as pass-through entities and to the extent any tax jurisdiction either (i) does not accord S corporation tax treatment to nonresident shareholders or (ii) requires an S corporation to make an affirmative election to be treated as an S corporation and the Company does not make such an election, the Company hereby indemnifies and agrees to hold each Shareholder harmless from, against and in respect for, on an after-tax basis, any U.S. federal or state income Tax liability (including interest and penalties), if any, resulting from such Shareholder being required to include in income, pursuant to a final determination by the applicable taxing authority, amounts in excess of the income shown to be reportable by such shareholder on the Tax Returns of the Company as originally filed for every taxable year on or before the Termination Date as to which the Company filed or files Tax Returns claiming status as an S corporation; provided, however, that any indemnification and hold harmless hereunder shall be limited to the amount of cash or the value of property actually received by the Company from another party (or deemed received by the Company in the case of another entity actually owned, directly or indirectly, by the Company) connected to the event giving rise to such requirement to include additional amounts in a Shareholder's income.

4.4 INDEMNIFICATION FOR TIMING DIFFERENCES. The Company and each of the Shareholders hereby agree to pay to the other party the amount of any Tax Benefit (as defined above) resulting from a final determination of an adjustment (by reason of an amended return, claim for refund, audit or otherwise) with respect to such parties' federal or state Tax liability.

4.5 AUDIT AND CONTEST RIGHTS. The parties hereto shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes. Within ten (10) days of the notice of any proposed or threatened adjustment which could give rise to a claim for indemnification under Section 4.2, 4.3, or 4.4, the Company shall notify the Shareholders or a Shareholder shall notify the Company thereof. The Shareholders shall have the right to control any resulting proceedings and to determine when, whether and to what extent to settle any such claim, assessment or dispute which would give rise to a claim for indemnification under Section 4.2 or

4.4. The Company shall have the right to control any resulting proceedings and to determine when, whether and to what extent to settle any such claim, assessment or dispute which would give rise to a claim for indemnification under
Section 4.3 or 4.4. A party hereto shall not make any election, take any Tax Return position, or agree to any adjustment or adjustments that would have the effect of increasing any Tax liability with respect to any period ending on or before the Termination Date without obtaining the prior written consent of the other party. Each party agrees to execute any powers of attorney or other documents necessary to permit the appropriate party to conduct such proceedings.

4.6 PAYMENTS. A party required to make any payment under Section 4.2, 4.3 or 4.4 shall make such payment within thirty (30) days after the final determination (as such term is defined in Section 1313(a) of the Code) of any Tax liability resulting in a claim for indemnification.

ARTICLE V

MISCELLANEOUS

5.1 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which counterparts collectively shall constitute an instrument representing the Agreement between the parties hereto.

5.2 CONSTRUCTION OF TERMS. Nothing herein expressed or implied is intended, or shall be construed, to confer upon or give any person, form or corporation, other than the parties hereto or their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

5.3 GOVERNING LAW. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Pennsylvania without regard to Pennsylvania choice of law rules.

5.4 AMENDMENT AND MODIFICATION. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, nor is this Agreement intended to confer upon any other person except the parties any rights or remedies hereunder.

5.5 INTERPRETATION. The title, article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

5.6 SEVERABILITY. In the event that any one or more of the provisions of this Agreement shall be held to illegal, invalid and unenforceable in any respect, the same shall not in any respect affect the validity, legality or enforceability of the remainder of this Agreement, and

the parties shall use their best efforts to replace such illegal, invalid or unenforceable provisions with an enforceable provision approximating, to the extent possible, the original intent of the parties.

5.7 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter constrained herein. There are no representations, promises, warranties, covenants, or undertakings with respect to the subject matter contained herein, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

5.8 EFFECTIVE DATE. This Agreement shall become effective on the Termination Date.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the ___ day of __________, 1998.

AMKOR TECHNOLOGY, INC., A DELAWARE CORPORATION

By:_______________________________ By:___________________________________ Title: President Title: Secretary

By:_______________________________     By:___________________________________
Title:  President                      Title: Secretary

SHAREHOLDERS:


__________________________________     ______________________________________
James J. Kim                           the David D. Kim Trust of
                                       December 31, 1987


__________________________________     ______________________________________
the John T. Kim Trust of               the Susan Y. Kim Trust of
December 31, 1987                      December 31, 1987

EXHIBIT A

STATEMENT OF REVOCATION OF ELECTION

Internal Revenue Service Center
{Address}

RE: Amkor Technology, Inc., a Delaware corporation
EIN 23-2925614

Revocation of S Corporation Election

The S corporation election under IRC Section 1362(a) of Amkor Technology, Inc., a Delaware corporation, with its principal office located at 1345 Enterprise Drive, West Chester, Pennsylvania 19380, is hereby revoked as of
(DATE). At the time of revocation, the number of shares (issued and outstanding)
of Amkor Technology, Inc. stock, including nonvoting stock, is (NUMBER).

Attached are the consents to the revocation by shareholders owning more than one-half of the issued and outstanding shares.

AMKOR TECHNOLOGY, INC., A DELAWARE CORPORATION

By:___________________________
Title: President

Date:_________________________

Attachment

{All revocations and consents should be mailed to the IRS certified mail return receipt requested.}

EXHIBIT B

SHAREHOLDERS' STATEMENT OF CONSENT TO REVOCATION OF ELECTION

We, the undersigned, being shareholders of Amkor Technology, Inc., a Delaware corporation ("ATI") holding more than one-half of ATI's issued and outstanding shares (including nonvoting stock), do hereby consent to the revocation by ATI of its S corporation election under IRC Section 1362(a). The revocation is to be effective as of __________ 1998.

Under penalties of perjury, the undersigned declare that the facts presented in the accompanying statement are, to the best of our knowledge and belief, true, correct, and complete.

                             Social Security                     Date
Name and                     or Employer           Number of     Acquired       Tax Year End
Address                      Identification        Shares        Per Regs.      (Month & Day)
                             Number                Owned         1.1362-6(b)(1)
James J. Kim                 ________________      __________    ___________

1345 Enterprise Drive
West Chester, PA 19301

the David D. Kim Trust
of December 31, 1987         ________________      __________    ___________

1500 E. Lancaster Avenue
Paoli, PA 19301

the John T. Kim Trust
of December 31, 1987         ________________      __________    ___________

1500 E. Lancaster Avenue
Paoli, PA 19301

the Susan Y. Kim Trust
of December 31, 1987         ________________      __________    ___________

1500 E. Lancaster Avenue
Paoli, PA 19301

______________________________         ______________________________________
Signature                              Signature


______________________________         ______________________________________
Signature                              Signature

Dated:______________, 1998

{All election and consents should be mailed to the IRS certified mail return receipt requested.}

EXHIBIT C

SHAREHOLDER CONSENT

RE: Amkor Technology, Inc., a Delaware corporation
EIN 23-2925614

SHAREHOLDER NAME:_______________________________

SHAREHOLDER ADDRESS:____________________________

TAXPAYER IDENTIFICATION NUMBER:_________________

NUMBER OF SHARES:_______________________________

DATE OR DATES SHARES ACQUIRED:__________________

DATE SHAREHOLDER'S TAX YEAR ENDS:_______________

THE UNDERSIGNED HEREBY CONSENTS TO THE ELECTION OF AMKOR TECHNOLOGY, INC., A DELAWARE CORPORATION TO ALLOCATE THE TAXABLE INCOME OF THE CORPORATION FOR THE S TERMINATION YEAR AS PROVIDED BY SECTION 1362(e)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

This consent is executed by the undersigned under penalties of perjury.

Date:____________________________ Signature:______________________________

Date:____________________________ Signature:______________________________

Note: Each person owning a community property, tenancy in common, joint tenancy, or tenancy by the entirety interest must sign. Consent of minor must be by legal representative or parent if no legal representative. Consent of qualifying trust must be the person treated as shareholder under Section 1361(b)(1) of the Code.

EXHIBIT D

ELECTION TO CLOSE BOOKS UPON S CORPORATION TERMINATION.

(Attach to Form 1120)

Amkor Technology, Inc., a Delaware corporation ("ATI"), EIN 23-2925614, with the consent of all the shareholders of the short S year and all the shareholders on the first day of the short C year (attached), elects under IRC
Section 1362(e)(3) not to have the pro rata allocation of S corporation items under IRC Section 1362(e)(2) apply to the S termination year ending (Date). The date of the ATI's termination was _______________, 1998 and the cause of termination was an election to revoke its status as an S corporation.

AMKOR TECHNOLOGY, INC., A DELAWARE CORPORATION

By:______________________________
Title: President

Date:____________________________

Attachment

EXHIBIT 10.16

AMKOR TECHNOLOGY, INC.

1998 DIRECTOR OPTION PLAN

1. Purposes of the Plan. The purposes of this 1998 Director Option Plan are to attract and retain the best available personnel for service as Outside Directors (as defined herein) of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board.

All options granted hereunder shall be nonstatutory stock options.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" means the common stock of the Company.

(d) "Company" means Amkor Technology, Inc., a Delaware corporation.

(e) "Director" means a member of the Board.

(f) "Employee" means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a Director's fee by the Company shall not be sufficient in and of itself to constitute "employment" by the Company.

(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(h) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock for the last market

trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.

(i) "Inside Director" means a Director who is an Employee.

(j) "Option" means a stock option granted pursuant to the Plan.

(k) "Optioned Stock" means the Common Stock subject to an Option.

(l) "Optionee" means a Director who holds an Option.

(m) "Outside Director" means a Director who is not an Employee.

(n) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

(o) "Plan" means this 1998 Director Option Plan.

(p) "Share" means a share of the Common Stock, as adjusted in accordance with Section 10 of the Plan.

(q) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of 1986.

3. Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 300,000 Shares of Common Stock (the "Pool"). The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan.

4. Administration and Grants of Options under the Plan.

(a) Procedure for Grants. All grants of Options to Outside Directors under this Plan shall be automatic and nondiscretionary and shall be made strictly in accordance with the following provisions:

(i) No person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of Shares to be covered by Options granted to Outside Directors.

(ii) Each Outside Director shall be automatically granted an Option to purchase 15,000 Shares (the "First Option") on the date on which the later of the following events occurs: (A) the effective date of this Plan, as determined in accordance with Section 6 hereof, or (B) the date on which such person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director but who remains a Director shall not receive a First Option.

(iii) Each Outside Director shall be automatically granted an Option to purchase 5,000 Shares on each date on which such person is re-elected by the stockholders of the Company as an Outside Director; provided that, as of such date, he or she shall have served on the Board for at least the preceding six (6) months.

(iv) Notwithstanding the provisions of subsections (ii) and (iii) hereof, any exercise of an Option granted before the Company has obtained stockholder approval of the Plan in accordance with Section 16 hereof shall be conditioned upon obtaining such stockholder approval of the Plan in accordance with Section 16 hereof.

(v) The terms of each Option granted hereunder shall be as follows:

(A) the term of the Option shall be ten (10)

years.

(B) the Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Sections 8 and 10 hereof.

(C) the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Option. For purposes of Options granted at the time of the effectiveness of this Plan pursuant to Section 6 hereof the Fair Market Value shall be the initial price to the Underwriters as set forth in the final prospectus included within the registration statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company's Common Stock (the "Registration Statement").

(D) subject to Section 10 hereof, the Option shall become exercisable as to one-third (1/3) of the Shares subject to the Option on each anniversary of its date of grant, provided that the Optionee continues to serve as a Director on such dates.

(vi) In the event that any Option granted under the Plan would cause the number of Shares subject to outstanding Options plus the number of Shares previously purchased under Options to exceed the Pool, then the remaining Shares available for Option grant shall be granted under Options to the Outside Directors on a pro rata basis. No further grants shall be made until such time, if any, as additional Shares become available for grant under the Plan through action of the Board or the stockholders to increase the number of Shares which may be issued under the Plan or through cancellation or expiration of Options previously granted hereunder.

5. Eligibility. Options may be granted only to Outside Directors. All Options shall be automatically granted in accordance with the terms set forth in Section 4 hereof.

The Plan shall not confer upon any Optionee any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company may have to terminate the Director's relationship with the Company at any time.

6. Term of Plan. The Plan shall become effective on the date on which the Securities and Exchange Commission declares the Company's Registration Statement effective. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

7. Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall consist of (i) cash, (ii) check, (iii) other shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (iv) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (v) any combination of the foregoing methods of payment.

8. Exercise of Option.

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable at such times as are set forth in
Section 4 hereof; provided, however, that no Options shall be exercisable until stockholder approval of the Plan in accordance with Section 16 hereof has been obtained.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable under Section 7 of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Continuous Status as a Director. Subject to
Section 10 hereof, in the event an Optionee's status as a Director terminates (other than upon the Optionee's death or total and permanent disability (as defined in Section 22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only within three (3) months following the date of such termination, and only to the extent that the Optionee was entitled to exercise it on the date of such termination (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of such termination, and to the extent that the Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate.

(c) Disability of Optionee. In the event Optionee's status as a Director terminates as a result of total and permanent disability (as defined in Section 22(e)(3) of the Code), the Optionee may exercise his or her Option, but only within twelve (12) months following the date of such termination, and only to the extent that the Optionee was entitled to exercise it on the date of such termination (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of termination, or if he or she does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate.

(d) Death of Optionee. In the event of an Optionee's death, the Optionee's estate or a person who acquired the right to exercise the Option by bequest or inheritance may exercise the Option, but only within twelve (12) months following the date of death, and only to the extent that the Optionee was entitled to exercise it on the date of death (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of death, and to the extent that the Optionee's estate or a person who acquired the right to exercise such Option does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate.

9. Non-Transferability of Options. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Option, the number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per Share covered by each such outstanding Option, and the number of Shares issuable

pursuant to the automatic grant provisions of Section 4 hereof shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, it shall terminate immediately prior to the consummation of such proposed action.

(c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, outstanding Options may be assumed or equivalent options may be substituted by the successor corporation or a Parent or Subsidiary thereof (the "Successor Corporation"). If an Option is assumed or substituted for, the Option or equivalent option shall continue to be exercisable as provided in Section 4 hereof for so long as the Optionee serves as a Director or a director of the Successor Corporation. Following such assumption or substitution, if the Optionee's status as a Director or director of the Successor Corporation, as applicable, is terminated other than upon a voluntary resignation by the Optionee, the Option or option shall become fully exercisable, including as to Shares for which it would not otherwise be exercisable. Thereafter, the Option or option shall remain exercisable in accordance with Sections 8(b) through (d) above.

If the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent option, the Option shall become fully vested and exercisable, including as to Shares for which it would not otherwise be exercisable. In such event the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and upon the expiration of such period the Option shall terminate.

For the purposes of this Section 10(c), an Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). If such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of

the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

11. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with any applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated.

12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date determined in accordance with Section 4 hereof.

13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

14. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

15. Option Agreement. Options shall be evidenced by written option agreements in such form as the Board shall approve.

16. Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal law and any stock exchange rules.

AMKOR TECHNOLOGY, INC.

DIRECTOR OPTION AGREEMENT

Amkor Technology, Inc., a Delaware corporation (the "Company"), has granted to ______________________________________ (the "Optionee"), an option to purchase a total of [__________________ (_________)] shares of the Company's Common Stock (the "Optioned Stock"), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company's 1998 Director Option Plan (the "Plan") adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

1. Nature of the Option. This Option is a nonstatutory option and is not intended to qualify for any special tax benefits to the Optionee.

2. Exercise Price. The exercise price is $_______ for each share of Common Stock.

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 8 of the Plan as follows:

(i) Right to Exercise.

(a) This Option shall become exercisable in installments cumulatively with respect to one-third (1/3) of the Optioned Stock one year after the date of grant, and as to an additional one-third (1/3) of the Optioned Stock on each anniversary of the date of grant, so that one hundred percent (100%) of the Optioned Stock shall be exercisable three years after the date of grant; provided, however, that in no event shall any Option be exercisable prior to the date the stockholders of the Company approve the Plan.

(b) This Option may not be exercised for a fraction of a share.

(c) In the event of Optionee's death, disability or other termination of service as a Director, the exercisability of the Option is governed by Section 8 of the Plan.

(ii) Method of Exercise. This Option shall be exercisable by written notice which shall state the election to exercise the Option and the number of Shares in respect of which the Option is being exercised. Such written notice, in the form attached hereto as Exhibit A, shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price.

4. Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(i) cash;

(ii) check; or

(iii) surrender of other shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; or

(iv) delivery of a properly executed exercise notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price.

5. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulations, or if such issuance would not comply with the requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation.

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

7. Term of Option. This Option may not be exercised more than ten
(10) years from the date of grant of this Option, and may be exercised during such period only in accordance with the Plan and the terms of this Option.

8. Taxation Upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of
Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the

date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss.

DATE OF GRANT: ______________

AMKOR TECHNOLOGY, INC.,
a Delaware corporation

By: ____________________________________

Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan.

Dated: ______________________

EXHIBIT A

DIRECTOR OPTION EXERCISE NOTICE

Amkor Technology, Inc.

Attention: Corporate Secretary

1. Exercise of Option. The undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase ______ shares of the Common Stock (the "Shares") of Amkor Technology, Inc. (the "Company") under and pursuant to the Company's 1998 Director Option Plan and the Director Option Agreement dated _______________ (the "Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Agreement.

3. Federal Restrictions on Transfer. Optionee understands that the Shares must be held indefinitely unless they are registered under the Securities Act of 1933, as amended (the "1933 Act"), or unless an exemption from such registration is available, and that the certificate(s) representing the Shares may bear a legend to that effect. Optionee understands that the Company is under no obligation to register the Shares and that an exemption may not be available or may not permit Optionee to transfer Shares in the amounts or at the times proposed by Optionee.

4. Tax Consequences. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

5. Delivery of Payment. Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee has elected to purchase and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company.

6. Entire Agreement. The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the

subject matter hereof. This Exercise Notice and the Agreement are governed by Delaware law except for that body of law pertaining to conflict of laws.

Submitted by:                          Accepted by:

OPTIONEE:                              AMKOR TECHNOLOGY, INC.


_______________________________        By: ____________________________________

                                       Its: ___________________________________

Address:
_______________________________

_______________________________

_______________________________

Dated: ________________________ Dated: _________________________________

EXHIBIT 10.17

AMKOR TECHNOLOGY, INC.

1998 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2. Definitions.

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" shall mean the Common Stock of the Company.

(d) "Company" shall mean AMKOR TECHNOLOGY, INC. and any Designated Subsidiary of the Company.

(e) "Compensation" shall mean all base straight time gross earnings and commissions, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.

(f) "Designated Subsidiary" shall mean any Subsidiary which has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

(g) "Employee" shall mean any individual who is an Employee of the Company for tax purposes whose customary employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds 90 days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.

(h) "Enrollment Date" shall mean the first day of each Offering Period.

(i) "Exercise Date" shall mean the last day of each Purchase Period.

(j) "Fair Market Value" shall mean, as of any date, the value of Common Stock determined as follows:

(1) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day on the date of such determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or;

(2) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;

(3) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.

(k) "Offering Periods" shall mean the periods of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after dates of each year to be determined by the Board and terminating on the last Trading Day in the periods ending six (6) months later. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan.

(l) "Plan" shall mean this Employee Stock Purchase Plan.

(m) "Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower.

(n) "Purchase Period" shall mean each of the periods of approximately six months duration in an Offering Period during which payroll deductions shall be accumulated for Employees to be applied towards the purchase of Common Stock at the end of each such period.

(o) "Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.

(p) "Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

(q) "Trading Day" shall mean a day on which national stock exchanges and the Nasdaq System are open for trading.

3. Eligibility.

(a) Any Employee who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan.

(b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.

4. Offering Periods. The Plan shall be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after dates of each year to be determined by the Board, and continuing thereafter until terminated in accordance with Section 20 hereof. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.

5. Participation.

(a) An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Company's payroll office prior to the applicable Enrollment Date.

(b) Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof.

6. Payroll Deductions.

(a) At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on each pay day during the Offering Period.

(b) All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account.

(c) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company's receipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant's subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.

(d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll deductions may be decreased to zero percent (0%) at any time during a Purchase Period. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Purchase Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof.

(e) At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the

Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee.

7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's Common Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Purchase Period more than [30,000] shares of the Company's Common Stock (subject to any adjustment pursuant to Section 19) on the Enrollment Date, and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.

8. Exercise of Option. Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participant's account which are not sufficient to purchase a full share shall be retained in the participant's account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participant's account after the Exercise Date shall be returned to the participant. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her.

9. Delivery. As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his or her option.

10. Withdrawal.

(a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participant's payroll deductions credited to his or her account shall be paid to such participant promptly after receipt of notice of withdrawal and such participant's option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall

not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.

(b) A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.

11. Termination of Employment.

Upon a participant's ceasing to be an Employee, for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such participant's option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant's customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.

12. Interest. No interest shall accrue on the payroll deductions of a participant in the Plan.

13. Stock.

(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be 1,000,000 shares, plus an annual increase to be added on each anniversary date of the adoption of the Plan equal to the lesser of (i) the number of shares needed to restore the maximum aggregate number of shares available for sale under the Plan to 1,000,000, or (ii) a lesser amount determined by the Board. If, on a given exercise date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

(b) The participant shall have no interest or voting right in shares covered by his option until such option has been exercised.

(c) Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse.

14. Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.

15. Designation of Beneficiary.

(a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

(b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

16. Transferability. Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

17. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

18. Reports. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.

19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the Reserves, the maximum number of shares each participant may purchase each Purchase Period (pursuant to Section
7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration". Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company's proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.

(c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any Purchase Periods then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date") and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option

has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in
Section 10 hereof.

20. Amendment or Termination.

(a) The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date if the Board determines that the termination of the Plan is in the best interests of the Company and its shareholders. Except as provided in
Section 19 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.

(b) Without shareholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan.

21. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are

being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

23. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 20 hereof.

24. Automatic Transfer to Low Price Offering Period. To the extent permitted by any applicable laws, regulations, or stock exchange rules if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date of such Offering Period, then all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as of the first day thereof.

EXHIBIT A

AMKOR TECHNOLOGY, INC.

1998 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

_____ Original Application Enrollment Date: ___________ _____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)

1. _____________________________________________________ hereby elects to participate in the AMKOR TECHNOLOGY, INC. 1998 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.

2. I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 0 to 15%) during the Offering Period in accordance with the Employee Stock Purchase Plan.
(Please note that no fractional percentages are permitted.)

3. I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.

4. I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that my ability to exercise the option under this Subscription Agreement is subject to shareholder approval of the Employee Stock Purchase Plan.

6. I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares) or one year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me

over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.

7. I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.

8. In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:

NAME: (Please print)______________________________________________

(First) (Middle) (Last)

Employee's Social
Security Number:                ____________________________________



Employee's Address:             ____________________________________

                                ____________________________________

                                ____________________________________

Dated:_________________________   ________________________________________
                                          Signature of Employee


                                  _______________________________________
                                  Spouse's Signature (If beneficiary other
                                  than spouse)

EXHIBIT B

AMKOR TECHNOLOGY, INC.

1998 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the AMKOR TECHNOLOGY, INC. 1998 Employee Stock Purchase Plan which began on ____________, 19____ (the "Enrollment Date") hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.

Name and Address of Participant:

Signature:

Date:____________________________

EXHIBIT 10.19

PACKAGING & TEST SERVICES AGREEMENT

BY AND AMONG

AMKOR TECHNOLOGY, INC.

AMKOR ELECTRONICS, INC.

C.I.L. LIMITED

ANAM USA, INC.

AND

ANAM INDUSTRIAL CO., LTD.

JANUARY 1, 1998

                                TABLE OF CONTENTS

                                                                            Page

Article I                  Purpose                                             3

Article II                 Definitions                                         4

Article III                Marketing & Sales Services                          5

Article IV                 Purchase Commitments & Forecasts                    6

Article V                  Packaging Services                                  8

Article VI                 Specifications, Quality & Reliability               8

Article VII                Electronic Data & Information Exchange              9

Article VIII               Delivery & Risk of Loss                            10

Article IX                 Pricing & Invoicing                                10

Article X                  Packaging Services Warranty                        11

Article XI                 Intellectual Property Warranty & Indemnifications  12

Article XII                Intellectual Property Ownership & Licenses         13

Article XIII               Research & Development & Technology Ownership      15

Article XIV                Liability Limitations                              15

Article XV                 Term                                               15

Article XVI                Arbitration                                        16

Article XVII               Miscellaneous                                      17

PACKAGING AND TEST SERVICES AGREEMENT

This Packaging and Test Services Agreement ("Agreement") is made and entered into this 1st day of January 1998 ("Effective Date") by and among Amkor Technology, Inc., a corporation organized and existing under the laws of the state of Delaware, with offices located at 1345 Enterprise Drive, West Chester, Pennsylvania 19380; Amkor Electronics, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with offices located at 1345 Enterprise Drive, West Chester, Pennsylvania 19380; C.I.L. Limited, a corporation organized and existing under the laws of the Cayman Islands, with offices located at CIBC Building, Edward Street, Grand Cayman, Cayman Islands; Anam USA, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with offices located at 1345 Enterprise Drive, West Chester, Pennsylvania 19380; and, Anam Industrial Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea, with offices located at 280-8 Sungsu 2-ga, Sungdong-ku, Seoul 133-120, Korea ("Parties").

RECITALS

WHEREAS, Amkor Technology, Inc. ("ATI") is the parent corporation of, among other legal entities, Amkor Electronics, Inc. ("Amkor") and C.I.L. Limited ("CIL"); and

WHEREAS, Anam Industrial Co., Ltd. ("AICL"), a publicly traded Korean company, is engaged in the business, inter alia, of performing various semiconductor packaging and test services and desires to market said services to the semiconductor industry through Amkor and CIL; and

WHEREAS, Amkor and CIL are engaged in the business of marketing subcontract packaging and test services to the semiconductor industry and desire to purchase such services from AICL; and

WHEREAS, Anam USA, Inc. ("Anam USA"), a wholly-owned subsidiary of AICL, is a trading company that will establish financing arrangements for AICL, Amkor and CIL with respect to the services and transactions contemplated hereunder.

NOW THEREFORE, in consideration for the mutual covenants and promises contained herein and in reliance thereon, the Parties hereby agree as follows:

1. ARTICLE I - PURPOSE

The Parties hereto have enjoyed a well-established and synergistic business relationship whereby Amkor and CIL and their respective Affiliates have established numerous relationships with semiconductor companies to provide integrated circuit packaging and test services. A substantial portion of these services has been performed by AICL, who, in turn, has relied on Amkor and CIL for their worldwide marketing and sales capabilities.

The purpose of this Agreement is to establish a long-term arrangement between the Parties to provide Packaging Services to the semiconductor industry. The Parties believe that such a long-term relationship, under the terms and conditions of this Agreement, is necessary to assure their respective long-term profitability and growth and is in their respective best interests.

2. ARTICLE II - DEFINITIONS

2.1 "Affiliate" of a Party shall mean an entity that is controlled by such Party or by an entity controlling such Party. For the purposes of the foregoing, "control" means ownership, directly or indirectly, of at least fifty percent (50%) of the voting stock of the controlled entity.

2.2 "Bankruptcy Event" shall mean any of the following events or circumstances with respect to a Party: (i) such Party ceases conducting its business in the normal course; (ii) becomes insolvent or becomes unable to meet its obligations as they become due; (iii) make a general assignment for the benefit of its creditors; (iv) petitions, applies for, or suffers or permits with or without its consent the appointment of a custodian, receiver, trustee in bankruptcy or similar officer for all or any substantial part of its business or assets; or
(v) avails itself or becomes subject to any proceeding under the U.S. Bankruptcy Code or any similar state, federal or foreign, including Korean, statute relating to bankruptcy, insolvency, reorganization, receivership, arrangement, adjustment of debts, dissolution or liquidation, which proceeding is not dismissed within sixty (60) days of commencement thereof.

2.3 "Customer" shall mean a third party with whom Amkor, CIL or AICL, as the case may be, enters into a contractual arrangement to provide Packaging Services.

2.4 "Die" shall mean the semiconductor wafers and/or die supplied to AICL by Customers for the Packaging Services.

2.5 "Direct Material Costs" shall mean direct material costs incurred in the performance of Packaging Services .

2.6 "Customer Contract" shall mean a contract (including the Amkor or CIL Quotation) between Amkor or CIL, as the case may be, and a Customer to provide Packaging Services to such Customer.

2.7 "Intellectual Property Rights" shall mean all rights in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefor and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask work registrations, and applications therefor in the U.S. or any foreign country, and all other rights corresponding thereto throughout the world; and (iv) any other proprietary rights in or to Technology anywhere in the world.

2.8 "Packaging Services" shall mean providing integrated circuit assembly, packaging and test services, or related services by AICL with respect to Customer Die .

2.9 "Products" shall mean integrated circuits assembled and/or tested by AICL for Amkor, CIL or their respective Customers.

2.10 "Qualified Facilities" shall mean any of AICL's four (4) Korean factories which are qualified to perform Packaging Services for Customer Products pursuant to Customer requirements, specifications and other similar criteria.

2.11 "Quotation" shall mean the written quotation provided by Amkor or CIL to their Customers which contains the material terms of agreement for Packaging Services.

2.12 "Technology" shall mean all technology, however embodied, including all know-how, show-how, techniques, processes, specifications, recipes, mask works, design rules, trade secrets, inventions (whether or not patented or patentable), algorithms, routines, software, net lists, files, databases, works of authorship, devices and hardware.

2.13 "Term" shall mean the term of this Agreement as defined in
Section 15.1.

2.14 "Total Device Revenue" shall mean all amounts billed to Customers by Amkor or CIL for Packaging Services including 1) base price, 2) material and process adders, 3) gold/silver adders, 4) fast track premiums, and 5) lot charges, but excluding packing/shipping materials (i.e., trays) and miscellaneous charges such as tooling and non-recurring engineering costs.

3. ARTICLE III - MARKETING & SALES SERVICES

3.1 Amkor will provide Packaging Services to Customers that principally are located in the United States. CIL will provide Packaging Services to Customers that principally are located outside of the United States excluding the Republic of Korea which will be serviced directly by AICL.

3.2 Amkor and CIL, either directly or through their respective Affiliates, will enter into Customer Contracts for Packaging Services and, upon execution of same, will provide AICL with the material terms and conditions thereof.

3.3 Amkor and CIL will use commercially reasonable efforts to enter into Customer Contracts so as to maximize the utilization of AICL's manufacturing capacity consistent with the respective interests of the Parties, their respective obligations under the Agreement, and the operational and business requirements of the manufacturing and packaging facilities of ATI's Affiliates. In furtherance of the foregoing, Amkor's and CIL's responsibilities to AICL will include using reasonable commercial efforts to:

3.3.1    actively and diligently market Packaging Services to
         potential and existing Customers;

3.3.2    provide timely Forecasts (as defined below in Section
         4.1) to permit AICL to efficiently plan its capacity
         requirements; and

3.3.3    arrange through an Affiliate of ATI, Amkor-Anam,
         Inc., for the supply to AICL of all direct materials
         to enable AICL to package and test products in
         accordance with the relevant Customer Contract.

3.4 CIL will have the sole discretion to have Packaging Services performed by any of (Subject to the purchase commitment described in Article IV below, Amkor and i) the Affiliates of ATI, (ii) third parties, or (iii) AICL.

4. ARTICLE IV - PURCHASE COMMITMENTS & FORECASTS

4.1 Amkor and CIL shall have the right of first refusal with respect to substantially all of the utilization of AICL's capacity subject to the terms herein. In order to facilitate an orderly and equitable capacity reservation and allocation process, Amkor, CIL, and AICL agree that Amkor will coordinate the process for commitment and allocation of AICL's capacity among the Customers based on a mutually agreed upon set of rules for equitably reserving and allocating AICL's capacity (the "Commitment & Allocation Policy"). Amkor, CIL and AICL shall use commercially reasonable efforts to obtain each month from their Customers a six-month rolling forecast of such Customers' requirements ("Forecasts"). Updates to said Forecasts shall be communicated to Amkor as demand changes are received from the Customers.

4.2 AICL will provide Amkor and CIL, on a monthly basis, a six-month rolling capacity plan ("Capacity Plan") by package, for packaging services, and by test platform, for test services. AICL will further provide a weekly notification to Amkor and CIL of any changes in delivery schedules or equipment ratings to the Capacity Plan since the last monthly report. In order to facilitate AICL's capacity planning and materials procurement services, Amkor and CIL will include with their Forecasts to AICL their assessment of these Forecasts. AICL will use the Customers' Forecasts and Amkor's and CIL's assessment of these Forecasts only as a guide of anticipated requirements, and such Forecasts and judgements will not constitute a commitment by either (i) AICL to Amkor or CIL, or (ii) by Amkor or CIL to AICL. Such Customer Forecasts will not constitute a commitment by the Customers to furnish Die for packaging or testing in amounts at least equal to their respective Forecasts.

4.3 In addition to the Forecasts, Amkor, CIL and AICL will annually prepare a sales projection by month and by package for the upcoming fiscal year ("Annual Plan") in order to facilitate AICL's longer-range capacity and space planning. AICL will use the Annual Plan only as a guide to anticipated requirements and such projections will not constitute a commitment by either (i) AICL to Amkor or CIL, or (ii) by Amkor or CIL to AICL.

4.4 Amkor and CIL will consult with AICL prior to making commitments to its Customers with respect to processing specifications or cycle time. AICL will be obligated to process all Die received from Amkor's and CIL's Customers in accordance with the processing and cycle time specifications agreed to by Amkor and CIL and their Customers and in accordance with the commitments of capacity made by Amkor and CIL to their Customers.

4.5 Immediately upon receipt of each lot of Die from the Customers at either AICL's bonded warehouse in Korea or Amkor's shipping office in San Jose, California, AICL will provide an accurate, firm ship date for the completed packaged and/or

tested Products. For bulk Die receipts (i.e., Die shipments from a given Customer for a given package that exceed the current week's processing commitment as made by either Amkor or CIL to the given Customer), AICL will immediately provide a planned ship date for the quantity of Die exceeding the current week's loading commitment. AICL shall commit that this planned ship date will be considered a "not later than" ship date by Amkor, CIL and the Customer.

4.6 In the event that Customers of Amkor or CIL send Die that has not been Forecasted or committed to AICL ("Unforecasted Die") for Packaging Services, AICL will be obligated to perform the requested services within the agreed upon cycle time for those Customers, provided that AICL's capacity and raw materials inventory, at that point in time, on the line in question is sufficient to satisfy the cycle time commitments for the Die already awaiting production plus the Unforecasted Die, and also provided that Amkor or CIL has engaged such Customers' business as evidenced by a Customer Contract.

4.7 In the event that the volume of Customer Die awaiting Packaging Services exceeds AICL's capacity or raw materials inventory to process that Die within the cycle times agreed upon with each Customer, Amkor shall manage AICL's capacity or raw materials inventory among Amkor's, CIL's and AICL's Customers in accordance with the Allocation Policy. For this purpose, a packaging or test line is deemed to be "on allocation" if the volume of Die in front of the line exceeds one week's capacity on that line. Likewise, a particular raw material component will be deemed to be "on allocation" if the volume of Die requiring that particular component plus the future loading commitments made that require that component exceeds the current inventory plus the anticipated deliveries of that component over the same time period.

4.8 [*]

4.9 Remediation for higher levels of capacity under-utilization that persist for extended periods can be comprehended in the quarterly contract price renegotiations between Amkor, CIL, and AICL pursuant to this Agreement should all Parties agree thereto. In the event that AICL adds capacity beyond the levels suggested by the Customer Forecasts, Amkor's and CIL's judgements of those Forecasts, and the Annual Plan, and such capacity becomes unutilized, such unutilized capacity will not be considered for possible remediation in the quarterly contract price renegotiations between Amkor, CIL, and AICL. Furthermore, in the event that persistently higher levels of under-utilization of capacity result from AICL's failure to procure sufficient supplies of raw materials, as suggested by the Customer

Forecasts, such under-utilized capacity will likewise not be considered for possible remediation.

5. ARTICLE V - PACKAGING SERVICES

5.1 AICL will provide Packaging Services to Amkor and CIL, or on behalf of Amkor and CIL to their respective Customers. Such services will be in conformity with the obligations of Amkor and CIL to their respective Customers as set forth in the relevant Customer Contract and will otherwise permit Amkor and CIL to fulfill their respective Customer obligations.

5.2 In furtherance of the foregoing, AICL shall, among other things, use its reasonable commercial efforts to:

5.2.1    maintain a coordinated tracking system capable of
         identifying the status of Customer materials and Die
         at any time;

5.2.2    participate with Amkor and CIL in compiling the
         Annual Plan (as defined under Section 4.3) based on
         annual demand as forecasted by Amkor and CIL and in
         accordance with a worldwide management accounting
         system to be prescribed by Amkor;

5.2.3    obtain, install and qualify required capacity
         commensurate with demand as forecasted in the Annual
         Plan, the six-month rolling Customer Forecasts (as
         defined under Section 4.2) or such other level of
         capacity as mutually agreed among Amkor, CIL and
         AICL;

5.2.4    provide purchasing and custodial services for Amkor
         and CIL regarding required direct materials and
         tooling for Customer Contracts; and

5.2.5    engage in the R&D activities in cooperation with
         Amkor, as set forth in Article XIII.

6. ARTICLE VI - SPECIFICATIONS, QUALITY & RELIABILITY

6.1 AICL shall manufacture and supply all Products to or on behalf of Amkor and CIL in accordance with the specifications provided to AICL by Amkor, CIL or their respective Customers.

6.2 Amkor and CIL reserve the right to modify the specifications as may be required by technological enhancements, cost considerations, market conditions, or other similar factors. Any such modifications shall be submitted to AICL who shall take immediate actions to incorporate such changes in the applicable Products as soon as reasonably possible.

6.3 AICL will be responsible for meeting and maintaining quality and reliability standards as reasonably specified by the Customer Contracts.

6.4 AICL will perform Packaging Services only at Qualified Facilities.

6.5 AICL will not implement Product changes and/or changes in Product materials which may directly or indirectly impact compliance with the Customer's specifications, unless such changes have been approved by Amkor or CIL, as the case may be.

7. ARTICLE VII - ELECTRONIC DATA & INFORMATION EXCHANGE

7.1 For purposes of satisfying Customer requirements and optimizing the flow of business communications, Amkor, CIL, AICL, and Customers will work jointly to effect the electronic exchange of certain data and information as described below.

7.1.1    AICL will provide information from its internal
         computer systems to Amkor and CIL, as agreed to by
         Amkor, CIL, and AICL, to support Amkor's and CIL's
         needs to perform certain functions including, but not
         limited to, billing, lot tracking, product costing,
         capacity commitments, order promising, annual and
         long range planning, material planning, material
         procurement and control, and quality tracking and
         reporting.

7.1.2    Amkor and CIL will likewise provide information from
         their internal computer systems to AICL to support
         AICL's needs in certain areas including, but not
         limited to, capacity planning, material procurement
         services, and production scheduling.

7.1.3    Amkor, CIL, and AICL will work jointly to establish
         and maintain an effectively linked electronic mail
         system, communications network, data exchange
         network, electronic document management and control
         system, and workflow systems.

7.1.4    AICL will establish and maintain a FTP (File Transfer
         Protocol) site and capability for the purpose of
         receiving engineering, production, and other such
         documents electronically from Amkor's and CIL's
         Customers, and as a means for staging data required
         by certain Customers.

7.1.5    AICL will provide Amkor's and CIL's Customers with
         reports or other information directly, from time to
         time, as deemed necessary by Amkor and CIL, or their
         respective Customers, and in compliance with the
         formats, means, and definitions prescribed by such
         Customers.

7.1.6    When communicating information to Amkor and CIL or
         their Customers, AICL will utilize definitions in
         terms, data fields, and measurements as prescribed by
         Amkor and CIL, or by Amkor's and CIL's Customers, as
         the case may be.

7.1.7    AICL will provide Amkor and CIL with any necessary
         information or assistance in meeting any Customers'
         information exchange requirements that may directly
         or indirectly affect AICL.

7.2 Amkor, CIL, and AICL agree to notify and gain approval from the other Parties should such Party desire to implement any changes or upgrades to the foregoing systems and networks that could potentially have an impact on the other Parties. The data and information contemplated above shall be subject to the confidentiality agreement pursuant to Section 17.1 hereof.

8. ARTICLE VIII - DELIVERY & RISK OF LOSS

8.1 Amkor and CIL shall be responsible for ensuring the delivery of Customer Die or wafers to AICL. All return shipments of Products by AICL shall be made in accordance with the terms specified in the applicable Customer Contract.

8.2 All Products shall be shipped in secure containers with applicable labels identifying, as required, any Customer specific Product numbering or lot number. Each shipment shall also contain the agreed upon processing documentation such as commercial invoices or bills of lading.

8.3 AICL shall be responsible for the safe storage and handling of Customer Die or wafers while in its possession. The liability of AICL in regard to any damage or loss to said Die or wafers while in its possession shall be determined in accordance with the applicable Customer Contract, and AICL shall indemnify Amkor or CIL to the extent of their liability under said Contract.

9. ARTICLE IX - PRICING & INVOICING

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10. ARTICLE X - PACKAGING SERVICES WARRANTY

10.1 Warranty

AICL warrants, at a minimum, that its Packaging Services and Products (excluding Customer supplied Die and wafers) shall be in conformance with the specifications provided by Amkor, CIL or their respective Customers and will be free from defects in workmanship and materials. In addition, AICL shall adhere to those warranties specified in any Customer Contracts, provided that copies of said warranties were made available to AICL prior to the performance of Packaging Services under such Customer Contracts.

10.2 Remedy

Upon breach of any of the warranties made or referred to in
Section 10.1 above, AICL, at the sole option of Amkor or CIL, shall either rework any nonconforming Product or issue a credit for the amount of the associated Packaging Services. Subject to Section 10.3 and Article XIV, AICL will indemnify, defend, and hold harmless Amkor and CIL against all warranty claims, settlement costs or damages arising out of AICL's failure to comply with

any warranties provided by Amkor or CIL under their respective Customer Contracts.

10.3 Limitation

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ANY PARTY BE LIABLE OR RESPONSIBLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OF ANY OBLIGATIONS HEREUNDER.

11. ARTICLE XI - INTELLECTUAL PROPERTY WARRANTY & INDEMNIFICATIONS

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12.1     Intellectual Property Ownership

         12.1.1   Except as set forth herein, this Agreement shall not
                  affect a Party's Intellectual Property Rights
                  existing prior to the Effective Date.

         12.1.2   Each Party shall own all Intellectual Property Rights
                  in Technology created or invented by such Party's
                  employees, as determined in accordance with
                  principles of United States law.

         12.1.3   Any Technology created or invented by the employees
                  of more than one Party, and all Intellectual Property
                  Rights therein, will be jointly owned by the Parties
                  that are the employers of such employees, as
                  determined in accordance with principles of United
                  States law. Such joint ownership will be without the
                  duty to account. Such Parties shall cooperate in the
                  enforcement of such jointly-owned Intellectual
                  Property Rights against third-party infringers.

12.2     Licenses

         12.2.1   Amkor and CIL hereby grant to AICL and its Affiliates
                  a non-exclusive, non-sublicensable, perpetual,
                  worldwide, irrevocable license under all Intellectual
                  Property Rights that Amkor, CIL or any of their
                  Affiliates now or during the Term may hold or
                  acquire, and which they are free to license to third
                  parties without payment of any kind to (i) provide
                  Packaging Services, (ii) manufacture, use, sell and
                  import Products, and (iii) perform AICL's related
                  activities. Amkor, CIL and their Affiliates shall
                  disclose promptly to AICL any Technology to which
                  AICL would reasonably desire access in connection
                  with the performance of its obligations under this
                  Agreement, the provision of Packaging Services, or
                  the operation of its Packaging Services business.

         12.2.2   AICL, on behalf of itself and its Affiliates, hereby
                  grants to Amkor, CIL and their Affiliates a
                  non-exclusive, fully sublicensable, perpetual,
                  worldwide, irrevocable license under all Intellectual
                  Property Rights that AICL or its Affiliates now or
                  during the Term may hold or acquire, and which they
                  are free to license to third parties without payment
                  of any kind to (i) provide Packaging Services, (ii)
                  have manufactured, use, sell and import Products, and
                  (iii) otherwise conduct activities related to the
                  Packaging Services. AICL shall disclose promptly to
                  Amkor, CIL and their Affiliates any Technology to
                  which Amkor and CIL would reasonably desire access in
                  order for Amkor, CIL and their Affiliates to operate
                  their Packaging Service businesses.

12.3     Intellectual Property Protection

         12.3.1   The Parties shall cooperate to obtain patents,
                  copyright and mask work registrations, and other
                  intellectual property protection with respect to any
                  Technology developed by any of them related to
                  Packaging Services or resulting from any joint
                  development hereunder. In the case of

         jointly-owned Intellectual Property Rights, the
         Parties shall equitably allocate the costs of
         obtaining patent, copyright, mask work and other
         protection for such Intellectual Property Rights
         among themselves.

12.3.2   Notwithstanding the foregoing, each Party shall have
         the right to file patent applications or copyright or
         mask work registrations on any inventions made by, or
         works authored by, its employees. Any patents or
         registrations issuing from such applications shall be
         exclusively owned by the Party that made such
         application.

12.4 Third Party Licenses

In the event that a Party intends to license Technology from a third party, it will endeavor to obtain a license on equal terms for any of the other Parties and their Affiliates to the extent that such other Parties and Affiliates would benefit from such a license.

12.5     Enforcement of Intellectual Property

         12.5.1   If a Party becomes aware that a third party is
                  infringing such Party's or any other Party's
                  Intellectual Property Rights, such Party shall
                  promptly notify the relevant other Parties thereof.

         12.5.2   Where such Intellectual Property Rights are owned by
                  only one Party, such Party shall have the sole right
                  to determine whether or not to bring infringement or
                  unfair competition or related proceedings in
                  connection with any such infringement.

         12.5.3   If such infringed Intellectual Property Rights are
                  owned by more than one Party, then within thirty (30)
                  days of receipt of such notice or otherwise becoming
                  aware of such infringement, such Parties shall
                  determine which of them, if any, shall bring an
                  infringement or unfair competition or related
                  proceedings in connection with such infringement. In
                  any event, all such parties shall cooperate in the
                  bringing of such action and, where required, join
                  such action. Any amount awarded with respect to any
                  proceeding shall be payable entirely to the Party or
                  Parties bringing such proceeding, unless otherwise
                  agreed by the Parties. Any disputes as to which Party
                  has the right to prosecute such proceeding, or as to
                  allocation of proceeds from such proceeding, shall be
                  settled by arbitration as provided in Article 16.

12.6 Use of AICL Trademarks

AICL hereby grants to Amkor and CIL and their respective Affiliates the right to use AICL's and Anam USA's respective corporate names, trademarks and service marks ("AICL Trademarks") in connection with the promotion of AICL's Packaging Services and otherwise in connection with Amkor's and CIL's Packaging Service operations. Amkor and CIL and their respective Affiliates shall observe all instructions and directions provided to them by AICL or Anam USA regarding the use of the AICL Trademarks. Amkor and CIL and

their respective Affiliates shall not use the AICL Trademarks in a manner that detracts from the goodwill associated with such AICL Trademarks.

13. ARTICLE XIII - RESEARCH & DEVELOPMENT

13.1 Joint R&D Committee

Amkor, CIL and their Affiliates and AICL shall establish a committee ("R&D Committee") to coordinate their respective research and development activities and any joint research and development projects. Amkor and AICL shall designate two (2) individuals to serve on the R&D Committee. Such R&D Committee shall meet from time to time during the Term, as it shall in its discretion determine.

13.2     Coordination

         13.2.1   Amkor, CIL and their Affiliates and AICL shall
                  collaborate in and coordinate their respective
                  research and development activities, as well as those
                  of their respective Affiliates, so as to foster the
                  development of new and improved technologies related
                  to Packaging Services.

         13.2.2   Unless otherwise agreed or determined by the R&D
                  Committee, (i) Amkor, CIL and their Affiliates will
                  have primary responsibility for developing new and
                  advanced packaging designs and technologies; and (ii)
                  AICL and its Affiliates will have primary
                  responsibility for developing new and advanced
                  technologies for packaging and test processes,
                  methods and systems.

13.3     Funding

Unless specifically agreed in writing to the contrary, Amkor, CIL and their Affiliates and AICL will fund their own (and their respective Affiliates') research and development efforts.

14. ARTICLE XIV - LIABILITY LIMITATIONS

14.1 Exclusion of Damages

EXCEPT AS PROVIDED IN ARTICLE 11, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY HEREUNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY AGAINST WHOM LIABILITY IS SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

15. ARTICLE XV - TERM

15.1 The Agreement will have an initial term of five (5) years, commencing on the Effective Date, and thereafter may be terminated by any Party upon five (5)

years' prior written notice at any time after the fifth (5th) anniversary of the Effective Date.

15.2 In addition, the Agreement will be terminable with respect to a Party in the event of a material breach of such Party which is not cured within thirty (30) calendar days from receipt of a notice of such breach by any non-breaching Party.

15.3 Any Party may terminate this Agreement upon one hundred eighty days' written notice to the other Parties if a Bankruptcy Event occurs with respect to another Party that is not an Affiliate of the terminating Party.

15.4 In the event of termination, the Parties shall mutually determine the most reasonable disposition of any work-in-progress and other Packaging Services so as to best fulfill the requirements of the Customer Contracts.

16.1     Arbitration of Disputes

         16.1.1   Any controversy, dispute or claim arising out of, in
                  connection with, or in relation to the
                  interpretation, performance or breach of this
                  Agreement, including any claim based on contract,
                  tort or statute, shall be settled, at the request of
                  any Party, by arbitration conducted in Santa Clara,
                  California, or such other location upon which the
                  Parties may mutually agree, before and in accordance
                  with the then-existing Rules of Commercial
                  Arbitration of the American Arbitration Association
                  ("AAA"), and judgment upon any award rendered by the
                  arbitrator may be entered by any state or federal
                  court having jurisdiction thereof.

         16.1.2   The Parties hereby consent to the jurisdiction of an
                  arbitration panel and of the courts located in, and
                  venue in, Philadelphia, Pennsylvania, with respect to
                  any dispute arising under this Agreement.

         16.1.3   Any controversy concerning whether a dispute is an
                  arbitrable dispute hereunder shall be determined by
                  one or more arbitrators selected in accordance with
                  Section 16.3.

         16.1.4   The Parties intend that this agreement to arbitrate
                  be valid, specifically enforceable and irrevocable.

16.2 Initiation of Arbitration

A Party may initiate arbitration hereunder by filing a written demand for arbitration with each other Party to the dispute in accordance with Section 17.10 and with the AAA. Arbitration hereunder shall be conducted on a timely, expedited basis.

16.3 Selection of Arbitrator

Any arbitration shall be held before a single arbitrator, who shall be selected in accordance with the procedures of the AAA, and shall be a member of the Large Complex Case Panel with significant intellectual property (patent and copyright) law and semiconductor manufacturing experience. If the Parties are unable to agree on a single arbitrator, then each of AICL and Amkor shall select an arbitrator and such arbitrators shall select a third arbitrator. Such arbitration shall then be held before such three (3) arbitrators.

16.4 Awards

The arbitrator(s) may, in its discretion award to the prevailing Party in an arbitration proceeding commenced hereunder, and the court shall include in its judgment for the prevailing Party in any claim arising hereunder, the prevailing Party's costs and expenses (including expert witness expenses and reasonable attorneys' fees) of investigating, preparing and presenting such arbitration claim or cause of action.

17. ARTICLE XVII - MISCELLANEOUS

17.1 Confidentiality

The Parties will enter into appropriate non-disclosure agreements respecting the treatment of their respective confidential technical and business information and confidential information disclosed to any of them by third Parties. AICL acknowledges that this Agreement may be required to be filed or provided as supplemental information to the U.S. Securities and Exchange Commission. In the event of any such filing or provision, ATI and its Affiliates agree to use reasonable efforts to seek confidential treatment for portions of such documents that ATI and its Affiliates conclude in their discretion are appropriate subjects for such treatment.

17.2 Audits

AICL will permit Customers to visit the Qualified Facilities and to conduct audits of AICL in accordance with industry norms and the terms and conditions specified in the Customer Contracts.

17.3 Assignability

AICL will not be permitted to assign, directly or indirectly, any of its obligations or duties under the Agreement, without the consent of the other Parties hereto. This Agreement shall be binding on, and inure to the benefit of, all successors and assignees of the Parties.

17.4 Integration

This Agreement will supersede all contracts and agreements currently existing between the Parties with respect to the terms hereof. In the event of any

         inconsistency between this Agreement and any existing
         agreement or contract between the Parties, the terms of this
         Agreement shall prevail.

17.5     Force Majeure

         No Party shall be liable for delay in performance or failure
         to perform, in whole or in part, due to labor dispute, strike,
         war or act of war, insurrection, riot, civil unrest, act of
         public enemy, fire, flood, or other acts of God, or the acts
         of any governmental authority, or other causes beyond the
         control of such Party. The Party experiencing such cause or
         delay shall immediately notify the other Parties of the
         circumstances which may prevent or significantly delay its
         performance hereunder, and shall use its best efforts to
         alleviate the effects of such cause or delay.

17.6     Export Laws

         This Agreement is subject to all applicable United States laws
         and regulations relating to exports and to all administrative
         acts of the U.S. Government pursuant to such laws and
         regulations. No Party shall export or re-export, directly or
         indirectly, any technical data or semiconductor materials in
         violation of the aforementioned export laws.

17.7     Survival

         The rights and obligations of those sections which by their
         nature survive, including, but not limited to Articles , VIII,
         X, XI, XII, XIII and XIV of this Agreement, shall survive and
         continue after any expiration or termination of this Agreement
         and shall bind the Parties and their legal representatives,
         successors and assigns.

17.8     Entire Agreement

         This Agreement supersedes all prior and contemporaneous
         agreements and representations made with respect to the same
         subject matter and contains the entire agreement between the
         Parties with respect to the subject matter hereof and shall
         not be modified except by an instrument in writing signed by
         duly authorized representatives of each Party.

17.9     Governing Law

         This Agreement and all questions relating to its validity,
         interpretation, and enforcement shall be governed by and
         construed, interpreted, and enforced in accordance with the
         laws of the State of California without regard to that state's
         choice of laws. The UN Convention on the International Sale of
         Goods shall not apply to this Agreement, or any transactions
         contemplated hereby or thereby.

17.10    Notices

         All notices, requests, demands, waivers, and other
         communications required or permitted hereunder shall be in
         writing and shall be deemed to have been duly

         given: (i) when delivered by hand or confirmed facsimile
         transmission; (ii) one (1) day after delivery by receipted
         overnight delivery; or (iii) four (4) days after being mailed
         by certified or registered mail, return receipt requested,
         with postage prepaid to the appropriate address set forth at
         the beginning of this Agreement or to such other person or
         address as any Party shall furnish to the other Parties in
         writing pursuant to the above.

17.11    Counterparts

         This Agreement may be executed in counterparts which taken
         together shall constitute one and the same document.

INTENDING TO BE LEGALLY BOUND, the Parties hereto have caused this Agreement to be executed as of the date first above written.

AMKOR TECHNOLOGY, INC.                  ANAM INDUSTRIAL CO., LTD.

By:                                     By:
      ---------------------------              ---------------------------
Name:    Frank J. Marcucci              Name:    In Kil Hwang
      ---------------------------              ---------------------------
Title:   CFO & Secretary                Title:   President
      ---------------------------              ---------------------------

AMKOR ELECTRONICS, INC.                 C.I.L. LIMITED

By:                                     By:
      ---------------------------              ---------------------------
Name:    Frank J. Marcucci              Name:    Richard McMillan
      ---------------------------              ---------------------------
Title:   Executive Vice President       Title:
      ---------------------------              ---------------------------

ANAM USA, INC.

By:
      ---------------------------
Name:    Hong Taek Chung
      ---------------------------
Title:   President
      ---------------------------

Exhibit 10.20

FOUNDRY AGREEMENT

THIS FOUNDRY AGREEMENT (this "Agreement"), dated as of November 1, 1997, (the "Effective Date") is entered into by and among Amkor Technology, Inc. ("ATI") a Delaware corporation with a place of business at 1345 Enterprise Drive, West Chester, Pennsylvania 19380, Amkor Electronics, Inc. a Pennsylvania corporation ("Amkor (Pa.)"), with a place of business at 1345 Enterprise Drive, West Chester, Pennsylvania 19380, C.I.L. Limited (Caymans) ("CIL"), a Cayman Islands corporation with a place of business at CIBC Building, Edward Street, Grand Cayman, Cayman Islands, Anam Industrial Co., Ltd. ("AICL") a Korean corporation with a place of business at 280-8 Sungsu 2-ga, Sungdong-ku, Seoul 133-120, Korea and Anam USA, Inc. ("Anam USA") a Pennsylvania corporation with a place of business at 1345 Enterprise Drive, West Chester, Pennsylvania 19380 (each, a "Party"; together, the "Parties").

W I T N E S S E T H:

WHEREAS, in connection with an initial public offering of the stock of ATI (the "IPO"), Amkor (Pa.) will be merged into ATI;

WHEREAS, following the IPO, ATI will commence operations including engaging in those operations previously engaged in by Amkor (Pa.);

WHEREAS, until the occurrence of the IPO, ATI will not assume the responsibilities of Amkor (Pa.) under this Agreement;

WHEREAS, ATI is, or will become the parent corporation of, among other legal entities, CIL;

WHEREAS, AICL, a publicly traded Korean company, is engaged in the business, inter alia, of owning and operating a semiconductor foundry in Korea;

WHEREAS, Amkor (Pa.) and CIL are engaged in the business of providing foundry services to third parties, which foundry services will be performed by AICL;

WHEREAS, Anam USA is a wholly-owned subsidiary of AICL and is engaged in (a) providing certain services to AICL, Amkor (Pa.) and CIL regarding the obtaining and extending of credit to AICL, Amkor (Pa.) and CIL and (b) acting as a trading company for the purpose of facilitating transactions between Amkor (Pa.) and CIL, on the one hand, and AICL on the other;

WHEREAS, the Parties wish to set forth the terms and conditions under which AICL will manufacture semiconductor wafers and otherwise perform foundry services as a subcontractor to Amkor (as defined below) and CIL;

WHEREAS, the Parties and their predecessor corporations have enjoyed a well-established and synergistic business relationship whereby Amkor and CIL and their respective affiliates have entered in numerous contracts with semiconductor companies to provide semiconductor packaging and testing services and have had some of such services performed by AICL;

WHEREAS, the Parties wish to establish a long-term arrangement among them to provide Foundry Services (as such term is herein defined) to the semiconductor industry in a manner similar to the manner the Parties operate their packaging services operations;

WHEREAS, AICL and Amkor wish to coordinate their respective research and development activities; and

WHEREAS, the Parties believe that such a long-term relationship, under the terms and conditions set forth in this Agreement, is necessary to assure their respective long-term profitability and growth, and is in their respective best interest.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the Parties hereby agree as follows:

ARTICLE 1. CONSTRUCTION AND DEFINITIONS

SECTION 1.1. CONSTRUCTION. (a) All references in this Agreement to "Articles," "Sections" and "Exhibits" refer to the articles, sections and exhibits of this Agreement.

(b) The words "hereof," "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any subdivision contained in this Agreement.

(c) The words "include" and "including" when used herein are not exclusive and mean "include, without limitation" and "including, without limitation," respectively.

SECTION 1.2. DEFINITIONS. As used herein:

(a) "Affiliate" of a Party means an entity that is controlled by such Party or by an entity controlling such Party. For the purposes of the foregoing, "control" means ownership, directly or indirectly, of at least 50% of the voting stock of the controlled entity.

(b) "Amkor" means, prior to the IPO, Amkor (Pa.), and following the IPO, ATI.

(c) "Bankruptcy Event" means any of the following events or circumstances with respect to a Party, such Party: (i) ceases conducting its business in the normal course; (ii) becomes insolvent or becomes unable to meet its obligations as they become due; (iii) makes a general assignment for the benefit of its creditors; (iv) petitions, applies for, or suffers or permits with or without its consent the appointment of a custodian, receiver, trustee in bankruptcy or similar officer for all or any substantial part of its business or assets; or (v) avails itself or becomes subject to any proceeding under the U.S. Bankruptcy Code or any similar state, federal or foreign, including Korean, statute relating to bankruptcy, insolvency, reorganization, receivership, arrangement, adjustment of debts, dissolution or liquidation, which proceeding is not dismissed within sixty (60) days of commencement thereof.

(d) "Change of Control" means, with respect to a Party: (A) the direct or indirect acquisition of either (i) the majority of the voting stock of such Party or (ii) all or substantially all of the assets of such Party, by another entity in a single transaction or series of related transactions; or (B) the merger of such Party with, or into, another entity. The reincorporation of a Party shall not be considered a Change of Control.

(e) "Confidential Information" means any information: (i) disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), which, if in written, graphic, machine-readable or other tangible form is marked as "Confidential" or "Proprietary", or which, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and such identification is reduced to writing and delivered to the Receiving Party within thirty (30) days of such disclosure; or
(ii) which is otherwise deemed to be confidential by the terms of this Agreement.

(f) "Customer" means a third party with whom Amkor, CIL and/or AICL, as the case may be, enters into a contractual arrangement to provide Foundry Services.

(g) "Customer Contract" means a contract (including a binding purchase order) between Amkor or CIL, as the case may be, and a Customer to provide Foundry Services to such Customer. Customer Contracts may include AICL as a party.

(h) "Customer Payment" is the net amount payable by a Customer to Amkor or CIL, as the case may be, for all services and deliverables under the relevant Foundry Contract with respect to services performed, and wafers produced, by AICL.

(i) "EDE System" means the electronic data exchange and communications ("EDE") system to be established among the Parties and certain Customers.

(j) "Foundry" means the semiconductor wafer foundry owned and operated by AICL in Buchon, Korea and such other foundries as shall be owned and operated by AICL during the Term.

(k) "Foundry Management System" means the computerized Foundry operation and planning, management accounting, and accounting system, including the EDE System, established by

the Parties for the purposes of planning, managing and coordinating among them the provision of Foundry Services and the operation the Foundry.

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(n) "Foundry Services" means the manufacturing and testing of Products, including semiconductor wafers and die, and related services provided to a Customer.

(o) "Indemnified Party" means a Party hereunder that receives an indemnity from an Indemnifying Party hereunder in accordance with Article 13.

(p) "Indemnifying Party" means a Party hereunder providing an indemnity to any other Party hereunder in accordance with Article 13.

(q) "Intellectual Property Rights" means all rights in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefor and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask work registrations, and applications therefor in the U.S. or any foreign country, and all other rights corresponding thereto throughout the world; and (iv) any other proprietary rights in or to Technology anywhere in the world.

(r) "Products" means semiconductor wafers, die, and other materials or deliverables manufactured by AICL for Customers in accordance with this Agreement.

(s) "Technology" means all technology, however embodied, including all know-how, show-how, techniques, processes, specifications, recipes, mask works, design rules, trade secrets, inventions (whether or not patented or patentable), algorithms, routines, software, net lists, files, databases, works of authorship, devices and hardware.

(t) "Term" means the term of this Agreement defined in Section 15.1.

ARTICLE 2. MARKETING AND SALES

SECTION 2.1. EXCLUSIVITY. AICL shall not provide Foundry Services directly to any Customer. Amkor and CIL shall together have the exclusive right, in all countries, to enter into contracts with Customers to provide AICL's Foundry Services to such Customers.

SECTION 2.2. AMKOR AND CIL TERRITORIAL DIVISION. Amkor may provide Foundry Services only to Customers that principally are located in the United States. CIL may provide Foundry Services and Packaging Services to Customers that principally are located outside of the United States.

SECTION 2.3. CUSTOMER CONTRACTS. (a) Amkor and CIL, either directly or thorough their respective Affiliates, shall enter into Customer Contracts, if any, in a form generally approved by AICL.

(b) Amkor and CIL shall use commercially reasonable efforts to enter into Customer Contracts to the extent consistent with the respective interests of the Parties and their obligations set forth in this Agreement.

(c) AICL shall perform the Foundry Services required under each Customer Contract on the terms and conditions set forth in this Agreement and such other terms and conditions as the Parties may deem necessary with respect to such Customer Contract. AICL shall perform all such Foundry Services in a manner that satisfies Amkor's and CIL's respective obligations pursuant to such Customer Contracts.

(d) AICL shall act as an independent subcontractor to perform Foundry Services for Amkor or CIL, as the case may be.

(e) Neither Amkor nor CIL shall have any authority to bind AICL to any contract with a Customer.

(f) Upon execution of each Customer Contract, Amkor and CIL shall provide to AICL a copy of such Customer Contract.

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ARTICLE 3. OPERATION OF FOUNDRY BUSINESS

SECTION 3.1. AICL'S GENERAL RESPONSIBILITIES WITH RESPECT TO FOUNDRY SERVICES. AICL shall:

(a) participate with Amkor and CIL in compiling an annual operational plan based on annual demand as forecasted by Amkor and CIL in accordance with a worldwide management accounting basis to be prescribed by Amkor;

(b) obtain, install and qualify required Foundry capacity commensurate with demand as forecasted in the operational plan or such other level of capacity as is mutually agreed among Amkor, CIL and AICL;

(c) purchase Customer tooling for wafer fabrication and wafer testing, including photolithography masks and test fixtures;

(d) maintain a coordinated electronic tracking system able to identify the status of Customer Products (including masks, tooling, wafers and die and other materials) at any time; and

SECTION 3.2. AMKOR'S AND CIL'S GENERAL OBLIGATIONS. Amkor and CIL shall use commercially reasonable efforts to:

(a) actively and diligently market Foundry Services to potential and existing Customers;

(b) provide Customer Forecasts (as defined below) to permit AICL to efficiently plan its capacity requirements; and

(c) where required by a Customer Contract, cooperate with AICL to arrange for the supply to AICL of all photolithography masks and related materials to be used in the wafer fabrication process.

ARTICLE 4. FOUNDRY PRICING

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ARTICLE 5. FORECASTS AND ORDER COORDINATION

SECTION 5.1. FOUNDRY MANAGEMENT SYSTEMS. (a) Amkor, CIL and AICL shall cooperate to acquire, install and operate a computerized Foundry Management System which, among other things, will facilitate:

(i) EDE (as set forth below) between the Parties and Customers;

(ii) Customer order processing;

(iii) Supply chain optimization and decision support;

(iv) Foundry capacity forecasting;

(v) Foundry utilization monitoring and optimization; and

(vi) Management accounting.

(b) Amkor shall be responsible for engaging third-party consultants for the purpose of installing the Foundry Management System.

(c) Amkor shall be responsible for acquiring a license from i2 Technologies (or other vendor) and such other software vendors as may be chosen by Amkor for software that will perform the features of the Foundry Management System and such other functions as the Parties may deem desirable.

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(e) No Party may implement any change or upgrade to the Foundry Management System that potentially could have a material detrimental impact on any other Party or its business without the consent of each such Party.

SECTION 5.2. ELECTRONIC DATA EXCHANGE. (a) For purposes of satisfying Customer requirements and optimizing the flow of business communications among Amkor, CIL, AICL and Customers, Amkor and AICL shall establish, as part of the Foundry Management System or otherwise, an EDE System.

(b) Such EDE System shall include an electronic mail system, a communications network, a data exchange network, and electronic document interchange systems.

(c) AICL shall provide to Amkor and CIL, through such EDE System or otherwise, the manufacturing information and reports needed to enable Amkor and CIL to satisfy their respective obligations pursuant to their respective Customer Contracts on a timely basis and to plan their respective business operations.

(d) Without limiting the foregoing, AICL shall provide Amkor and CIL the following information on a regular basis and also on an as requested basis:

(i) inventory levels including wafers and/or die and work-in-process and rejects;

(ii) production schedule status and shipment dates;

(iii) engineering and quality data for yield loss analysis;

(iv) Foundry loading levels; and

(v) cycle time data.

SECTION 5.3. CUSTOMER FORECASTS. Amkor and CIL shall use commercially reasonable efforts to obtain each month from each of their respective Customers a six (6)-month rolling forecast of such Customer's requirements, by work week, for Foundry Services ("Customer Forecasts"). Amkor and CIL shall provide such Customer Forecasts to AICL. AICL shall use such Customer Forecasts only as a guide to anticipated requirements, and such forecasts shall not constitute a commitment by either (i) AICL to Amkor or CIL or (ii) by Amkor or CIL to AICL.

SECTION 5.4. ORDER COORDINATION. Prior to entering into a Customer Contract, or otherwise agreeing to provide Foundry Services, Amkor and CIL shall consult with AICL for the purposes of

determining, or shall otherwise determine, that AICL has the Foundry capacity to provide such Foundry Services. In furtherance of the foregoing:

(i) upon Amkor's or CIL's request, AICL shall provide a response, in writing or through the EDE System to be developed hereunder, as to whether, and in what time-frame, AICL can provide the specified Foundry Services;

(ii) upon receipt of written wafer start releases from Amkor or CIL, AICL shall provide accurate delivery dates for completed associated wafers and/or die; and

(iii) AICL shall schedule wafer starts to conform to the cycle time requirements of the Customers.

SECTION 5.5. ALLOCATION. At all times when the demand of all Customers exceeds AICL's available Foundry capacity, subject to any preexisting agreements of AICL, Amkor or CIL with third parties, Amkor and CIL, at their sole discretion, shall have the right to allocate AICL's Foundry capacity among their Customers.

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SECTION 5.7. HANDLING OF CUSTOMER MATERIALS. Unless a particular Customer Contract provides otherwise, to the extent, if at all, that the relevant Customer provides any masks, tapes, wafers, tooling or other materials directly or through Amkor or CIL to AICL, such materials shall remain the property of the Customer. AICL shall be responsible for secured storage handling and accounting for such Customer materials in accordance with the terms of the relevant Customer Contract. AICL shall keep confidential all Customer materials to the extent set forth in the relevant Customer Contract or otherwise agreed between the Customer and Amkor or CIL, as the case may be.

ARTICLE 6. SHIPMENTS, PAYMENTS , ETC.

SECTION 6.1. CUSTOMER SHIPMENTS. (a) Amkor and CIL shall be responsible for ensuring the delivery to Customers of wafers and other products manufactured by AICL; provided, however, that AICL shall assume such obligation upon Amkor's and CIL's request.

(b) AICL shall ship all such products in secure containers with labels identifying, as required, any Customer-specific product numbering or lot number. Each shipment shall also contain the agreed-upon processing documentation such as commercial invoices or bills of lading.

SECTION 6.2. STORAGE. AICL shall be responsible for the safe storage and handling of Customer products in AICL's possession. The liability of AICL with regard to any damage to or loss of such Products shall be determined in accordance with the applicable Customer Contract, and, in accordance with
Section 13.3, AICL shall indemnify Amkor and CIL to the extent of their liability under such Customer Contract.

ARTICLE 7. RECORDS, ETC.

SECTION 7.1. RECORDS. (a) Each Party shall timely create and keep complete and accurate books and records ("Records") regarding its operations hereunder, including any records or materials that relate to or form the basis for any payment or other obligation of such Party to any other Party hereunder.

(b) Each Party shall maintain its Records for at least three
(3) years from the date such records were created.

(c) Each Party shall make available, at no cost, to each other Party and its authorized representatives (the "Requesting Party"), copies of, or access to, such Records as may be relevant under this Agreement to the Requesting Party and as the Requesting Party may reasonably request.

SECTION 7.2. ACCESS. (a) Amkor, CIL and AICL shall each allow free access to its respective premises by employees of any of them.

(b) Without limiting the foregoing, AICL shall make available office space and resources, including access to its Foundry Management System, to Amkor and CIL employees for the purpose of coordinating the operations of the Parties hereunder.

(c) Each Party shall be responsible for the conduct of its employees while they are on the premises of another Party and, during such time, such employees shall abide by all rules and regulations of the Party on whose premises they are.

SECTION 7.3. AUDIT. (a) Each Party (the "Audited Party") shall, during the Term and for three (3) years thereafter, at its sole cost and expense (except as provided below), provide reasonable assistance to any other Party (the "Auditing Party"), including providing access to the Audited Party's facilities and Records, to enable the Auditing Party and third-party auditors and examiners selected by the Auditing Party to conduct audits and examinations of the Records and operations of the Audited Party relating to this Agreement.

(b) An Auditing Party shall provide the Audited Party with at least ten
(10) business days' notice prior to conducting any audit hereunder. Each such audit shall be conducted at reasonable hours and in a manner that does not materially interfere with the Audited Party's operations. Each Party may audit each other Party as described herein not more than two (2) times each calendar year, unless otherwise required by law or regulation.

ARTICLE 8. CONFIDENTIAL INFORMATION

SECTION 8.1. CONFIDENTIAL INFORMATION EXCLUSIONS. Notwithstanding the provisions of Section 1.2(d), Confidential Information shall exclude information that the Receiving Party can demonstrate: (i) was independently developed by the Receiving Party without any use of the Disclosing Party's Confidential Information or by the Receiving Party's employees or other agents (or independent contractors hired by the Receiving Party) who have not been exposed to the Disclosing Party's Confidential Information; (ii) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement and that had a right to disclose it;
(iii) was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of the Receiving Party; or (iv) was rightfully known to the Receiving Party, without restriction, at the time of disclosure.

SECTION 8.2. COMPELLED DISCLOSURE. In the event that a Receiving Party discloses Confidential Information of a Disclosing Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; such Receiving Party shall provide prompt notice thereof to such Disclosing Party and shall use its best efforts to obtain a protective order or otherwise prevent public disclosure of such information.

SECTION 8.3. CONFIDENTIALITY OBLIGATION. The Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event with less than reasonable care, to prevent the disclosure of the Disclosing Party's Confidential Information. To the extent consistent with the foregoing, a Receiving Party may use any knowledge, confidential information, trade secrets or proprietary information constituting Confidential Information of a Disclosing Party that is retained in

the memory of such Receiving Party's employees or that constitutes any such employee's general knowledge or skill, even if acquired in connection with this Agreement, for any purpose whatsoever.

SECTION 8.4. REMEDIES. Unauthorized use by a Party of another Party's Confidential Information will diminish the value of such information. Therefore, if a Party breaches any of its obligations with respect to confidentiality or use of Confidential Information hereunder, the relevant Disclosing Party shall be entitled to seek equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages.

SECTION 8.5. NO CONFIDENTIAL INFORMATION OF OTHER PARTIES. Each Party represents and warrants that it has not and shall not use in the course of its performance hereunder, and shall not disclose to any other Party, any confidential information of any third party, unless such Party expressly is authorized by such third party to do so.

ARTICLE 9. ANAM USA'S RESPONSIBILITIES

SECTION 9.1. CREDIT FUNCTIONS. Anam USA shall use its best efforts to obtain lines of credit at lowest commercially available rates of interest to permit letters of credit to be opened, with AICL as beneficiary, for payment for AICL's performance of Foundry Services.

ARTICLE 10. INTELLECTUAL PROPERTY OWNERSHIP AND LICENSES

SECTION 10.1. INTELLECTUAL PROPERTY OWNERSHIP. (a) Except as set forth herein, this Agreement shall not affect a Party's Intellectual Property Rights existing prior to the Effective Date.

(b) Each Party shall own all Intellectual Property Rights in Technology created or invented by such Party's employees, as determined in accordance with principles of United States law.

(c) Any Technology created or invented by the employees of more than one Party, and all Intellectual Property Rights therein, will be jointly owned by the Parties that are the employers of such employees, as determined in accordance with principles of United States law. Such joint ownership will be without the duty to account. Such Parties shall cooperate in the enforcement of such jointly-owned Intellectual Property Rights against third-party infringers.

SECTION 10.2. LICENSES. (a) Amkor and CIL hereby grant to AICL and its Affiliates a non-exclusive, non-sublicensable, perpetual, worldwide, irrevocable license under all Intellectual Property Rights that Amkor or CIL now or during the Term may hold or acquire, and which they are free to license to third parties without payment of any kind, to (i) provide Foundry Services, (ii) manufacture, use, sell and import Products, and (iii) otherwise operate the Foundry and perform AICL's related activities. Amkor and CIL shall disclose promptly to AICL any Technology to which AICL reasonably

would desire access in connection with the performance of its obligations under this Agreement, the provision of Foundry Services, or the operation of its Foundry business.

(b) AICL, on behalf of itself and its Affiliates, hereby grants to Amkor, CIL and their Affiliates a non-exclusive, fully sublicensable, perpetual, worldwide, irrevocable, license under all Intellectual Property Rights that AICL or its Affiliates now or during the Term may hold or acquire, and which they are free to license to third parties without payment of any kind, to (i) provide Foundry Services, (ii) have manufactured, use, sell and import Products, and (iii) otherwise conduct activities related to the Foundry Services. AICL shall disclose promptly to Amkor and CIL any Technology to which Amkor and CIL would reasonably desire access in order to perform their obligations under the Agreement or to otherwise operate their Foundry Service businesses.

SECTION 10.3. INTELLECTUAL PROPERTY PROTECTION. (a) The Parties shall cooperate to obtain patents, copyright and mask work registrations, and other intellectual property protection with respect to any Technology developed by any of them related to Foundry Services or resulting from any joint development hereunder. In the case of jointly-owned Intellectual Property Rights, the Parties shall equitably allocate the costs of obtaining patent, copyright, mask work and other protection for such Intellectual Property Rights among themselves.

(b) Notwithstanding the foregoing, each Party shall have the right to file patent applications or copyright or mask work registrations on any inventions made by, or works authored by, its employees. Any patents or registrations issuing from such applications shall be exclusively owned by the Party that made such application.

SECTION 10.4. THIRD PARTY LICENSES. In the event that a Party intends to license Technology from a third party, it will endeavor to obtain a license on equal terms for any of the other Parties to the extent that such other Parties would benefit from such a license.

SECTION 10.5. ENFORCEMENT OF INTELLECTUAL PROPERTY. (a) If a Party becomes aware that a third party is infringing such Party's or any other Party's Intellectual Property Rights, such Party shall promptly notify the relevant other Parties thereof.

(b) Where such Intellectual Property Rights are owned by only one Party, such Party shall have the sole right to determine whether or not to bring infringement or unfair competition or related proceedings in connection with any such infringement.

(c) If such infringed Intellectual Property Rights are owned by more than one Party, then within thirty (30) days of receipt of such notice or otherwise becoming aware of such infringement, such Parties shall determine which of them, if any, shall bring an infringement or unfair competition or related proceedings in connection with such infringement. In any event, all such Parties shall cooperate in the bringing of such action, and, where required, join such action. Any amount awarded with respect to any such proceeding shall be payable entirely to the Party or Parties bringing such proceeding, unless

otherwise agreed by the Parties. Any disputes as to which Party has the right to prosecute such proceeding, or as to allocation of proceeds from such proceeding, shall be settled by arbitration as provided in Article 16.

SECTION 10.6. USE OF AICL TRADEMARKS. (a) AICL hereby grants to Amkor and CIL (and their respective Affiliates) the right to use AICL's and Anam USA's respective corporate names, trademarks and service marks ("AICL Trademarks") in connection with the promotion of AICL's Foundry Services and otherwise in connection with Amkor's and CIL's Foundry Service operations. Amkor and CIL (and their respective Affiliates) shall observe all instructions and directions provided to them by AICL or Anam USA regarding the use of the AICL Trademarks. Amkor and CIL (and their respective Affiliates) shall not use the AICL Trademarks in a manner that detracts from the goodwill associated with such AICL Trademarks.

(b) To the extent required by or advisable under Korean law, the Parties will enter into a separate trademark agreement in accordance with the terms set forth in Section 10.6(a) and register such license agreement with the appropriate Korean authorities.

ARTICLE 11. RESEARCH AND DEVELOPMENT

SECTION 11.1. JOINT R&D COMMITTEE. Amkor and AICL shall establish a committee (the "R&D Committee") to coordinate their respective research and development activities and any joint research and development projects. Amkor and AICL shall designate two (2) individuals to serve on a the R&D Committee. Such R&D Committee shall meet from time to time during the Term, as it shall in its discretion determine.

SECTION 11.2. COORDINATION. (a) Amkor and AICL shall collaborate in, and coordinate, their respective research and development activities, as well as those of their respective Affiliates, so as to foster the development of new and improved technologies related to Foundry Services.

(b) Unless otherwise agreed or determined by the R&D Committee, (i) AICL will have primary responsibility for, and will confine its research and development activities to, the development of process technology used in the operation of the Foundry and (ii) Amkor will have primary responsibility for, and will confine its research and development activities to, the specification of required process technology features, the development and creation of design cell libraries, design tools and designs optimized for AICL's foundry processes.

SECTION 11.3. FUNDING. Unless specifically agreed in writing to the contrary, Amkor and AICL will fund their own (and their respective Affiliates') research and development efforts.

ARTICLE 12. WARRANTIES

SECTION 12.1. GENERAL WARRANTY. Each Party hereby represents and warrants to the other Parties that (i) such Party has the right, power and authority to enter into this Agreement and to fully perform all its obligations hereunder; and (ii) the making of this Agreement does not violate any agreement existing between such Party and any third party.

SECTION 12.2. AICL FOUNDRY SERVICES WARRANTY. (a) AICL warrants to Amkor and CIL, with respect to Foundry Services, that:

(i) the relevant Products will be manufactured by AICL using processes that conform to the processes that have been specified and qualified by the relevant Customer for such Product; and

(ii) as delivered by AICL to Amkor and CIL or their respective Customers, the relevant Products shall conform to the specifications (including as to yield and defect levels) set forth in the relevant Customer Contract.

(b) AICL shall grant to Amkor and CIL, for the benefit of their Customers, such other warranties with respect to Foundry Services and Products as Amkor and CIL provide to their respective Customers in the relevant Customer Contracts, or as may be imposed by law, provided that AICL has received notice of such warranties prior to its manufacture of such Products.

SECTION 12.3. REMEDIES. In the event of a breach by AICL of the warranties set forth in Section 12.2, AICL shall provide to Amkor or CIL, as the case may be, or on its behalf, to its Customer, the same remedy that Amkor or CIL, as the case may be, is required to provide to such Customer pursuant to the relevant Customer Contract.

SECTION 12.4. INTELLECTUAL PROPERTY WARRANTY. (a) AICL warrants that
(i) its performance of the Foundry Services and any other services hereunder, and (ii) the Products and any other material or things delivered by it to Amkor and CIL and Customers hereunder, will not infringe or misappropriate any third party's Intellectual Property Rights.

(b) Notwithstanding the foregoing, AICL shall have no responsibility for infringement arising from any Foundry Service performed for, or Product delivered to, Amkor or CIL for a Customer to the extent that such infringement arises solely from AICL's compliance with or use of specifications, processes, instructions or materials as provided by such Customer.

(c) If any Foundry Services or Products infringe or misappropriate, or in Amkor's or CIL's, as the case may be, reasonable determination is likely to infringe or misappropriate, any third party's Intellectual Property Rights, in addition to the obligations set forth in Article 13, AICL shall, at Amkor's and CIL's choice and at AICL's sole expense, either (i) obtain from such third party the right to continue to operate the Foundry and provide Foundry Services and Products, or (ii) to the extent permitted, modify the Foundry, Foundry Services and Products to avoid and eliminate such

infringement or misappropriation, as the case may be; provided, however, that such Foundry Services and Products shall at all times comply with all relevant specifications.

SECTION 12.5. DISCLAIMERS. Except as may be agreed to in writing by AICL, Amkor and CIL shall disclaim and limit their warranties and limit their liability to their respective Customers to at least the same extent that AICL limits its warranties and disclaims liability to Amkor and CIL hereunder.

SECTION 12.6. NO LIENS. AICL represents and warrants that all Products delivered by it to Amkor, CIL or their respective Customers will be free of all third-party liens, security interests and other encumbrances.

ARTICLE 13. INDEMNITIES

SECTION 13.1. AICL INDEMNITY. AICL and Anam USA shall, jointly and severally, indemnify and hold Amkor and CIL and their Affiliates, and each of their respective employees, directors, distributors, agents, customers, licensees, successors and assigns harmless from and against all costs, liabilities, losses, damages, expenses and judgments resulting from or arising out of (i) any breach of any warranty made by AICL hereunder, including pursuant to Article 12, (ii) in connection with any claim, action or proceeding, in a court or otherwise, related to any such breach, (iii) or resulting from AICL's breach of, or failure to perform under, any agreement among AICL, Amkor and any Customer; or (iv) any breach by AICL of any agreement between AICL and TI. AICL and Anam USA shall settle or defend, at their option, all such claims, actions and proceedings at AICL's and Anam USA's sole cost and expense.

SECTION 13.2. AMKOR INDEMNITY. Amkor and CIL shall, jointly and severally, indemnify and hold AICL and Anam USA and their Affiliates, and each of their respective employees, directors, distributors, agents, customers, licensees, successors and assigns harmless from and against all costs, liabilities, losses, damages, expenses and judgments resulting from or arising out of any breach of (i) any warranty made by Amkor or CIL hereunder, including pursuant to Article 12, or in connection with any claim, action or proceeding, in a court or otherwise, related to any such breach or (ii) any breach of any agreement between Amkor and TI. Amkor and CIL shall settle or defend, at their option, all such claims, actions and proceedings at Amkor's and CIL's sole cost and expense.

SECTION 13.3. LIMITATION. An Indemnifying Party shall have no obligation with respect to any claim, action or proceeding (a "Claim") pursuant to this Article 13 unless (i) such Indemnifying Party is promptly notified by the Indemnified Party of such Claim, (ii) such Indemnifying Party has sole control of the defense and settlement of such Claim, and (iii) the associated Indemnified Party provides such Indemnifying Party with reasonable assistance, at such Indemnifying Party's expense, in the defense and settlement of such Claim.

SECTION 13.4. PAYMENTS. In the event that AICL is required to make any indemnity payment to Amkor, CIL or any of their respective Affiliates, such indemnified Party and AICL shall comply with the Korean government regulations necessary to enable AICL to obtain approval to make such payments in United States currency.

ARTICLE 14. LIABILITY LIMITATIONS

SECTION 14.1. EXCLUSION OF DAMAGES. EXCEPT AS PROVIDED IN ARTICLE 13, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY HEREUNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY AGAINST WHOM LIABILITY IS SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SECTION 14.2. FAILURE OF ESSENTIAL PURPOSE. The limitations specified in this Article shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

ARTICLE 15. TERM AND TERMINATION

SECTION 15.1. TERM. (a) The initial term of this Agreement shall commence on the Effective Date and continue unless terminated in accordance with this Article 15.

(b) Any Party may terminate this Agreement for any or no reason with respect to such Party, upon on five (5) years' written notice given to all other Parties at any time after the fifth (5th) anniversary of the Effective Date.

SECTION 15.2. DEFAULT. If a Party (a "Breaching Party") defaults in the performance of any of its material obligations to another Party or Parties hereunder (the "Non-Breaching Party"), the Breaching Party shall use its best efforts to correct such default within ninety (90) days after written notice thereof from the Non-Breaching Party. If any such default is not corrected within such ninety (90)-day period, then provided that the Non-Breaching Party is not an Affiliate of the Breaching Party, the Non-Breaching Party shall have the right, in addition to any other remedies it may have, to terminate this Agreement by giving written notice to all Parties.

SECTION 15.3. TERMINATION FOR INSOLVENCY. Any Party may terminate this Agreement upon one hundred eighty (180) days' written notice to the other Parties if a Bankruptcy Event occurs with respect to another Party that is not an Affiliate of the terminating Party.

SECTION 15.4. EFFECT OF TERMINATION. Upon any expiration or termination of this Agreement (i) AICL shall complete all work in progress with respect to Customer Contracts entered into prior to such termination, (ii) each Party shall satisfy its payment obligations hereunder that arose prior to such termination or incurred in connection with any completion of work in progress, and (iii) each Party shall return all property, including copies of all Confidential Information, to the Party that owns such property.

SECTION 15.5. SURVIVAL. The following Articles and Sections shall survive any termination or expiration of this Agreement: 1, 7.1, 7.3, 8, 10, 11.1, 11.3, 11.5, 13, 14, 15, 16, 17 and 18.

ARTICLE 16. ARBITRATION

SECTION 16.1. ARBITRATION OF DISPUTES. (a) Any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement, including any claim based on contract, tort or statute, shall be settled, at the request of any Party, by arbitration conducted in Santa Clara County, California, USA or such other location upon which the Parties may mutually agree, before and in accordance with the then-existing Rules of Commercial Arbitration of the American Arbitration Association ("AAA"), and judgment upon any award rendered by the arbitrator may be entered by any State or Federal court having jurisdiction thereof.

(b) The Parties hereby consent to the jurisdiction of an arbitration panel and of the courts located in, and venue in, Santa Clara County, California, USA, with respect to any dispute arising under this Agreement.

(c) Any controversy concerning whether a dispute is an arbitrable dispute hereunder shall be determined by the one or more arbitrators selected in accordance with Section 16.3.

(d) The Parties intend that this agreement to arbitrate be valid, specifically enforceable and irrevocable.

SECTION 16.2. INITIATION OF ARBITRATION. A Party may initiate arbitration hereunder by filing a written demand for arbitration with each other Party to the dispute in accordance with Section 17.11 and with the AAA. Arbitration hereunder shall be conducted on a timely, expedited basis.

SECTION 16.3. SELECTION OF ARBITRATOR. Any arbitration shall be held before a single arbitrator, who shall be selected in accordance with the procedures of the AAA, and shall be a member of the Large Complex Case Panel with significant intellectual property (patent and copyright) law and semiconductor manufacturing experience. If the Parties are unable to agree on single arbitrator, then each of AICL and Amkor shall select an arbitrator and such arbitrators shall select a third arbitrator. Such arbitration shall then be held before such three arbitrators.

SECTION 16.4. AWARDS. The arbitrator(s) may, in its discretion, award to the prevailing Party in any arbitration proceeding commenced hereunder, and the court shall include in its judgment for the prevailing Party in any claim arising hereunder, the prevailing Party's costs and expenses (including expert witness expenses and reasonable attorneys' fees) of investigating, preparing and presenting such arbitration claim or cause of action.

ARTICLE 17. MISCELLANEOUS

SECTION 17.1. INDEPENDENT CONTRACTORS. The Parties hereto are independent contractors. Nothing contained herein or done pursuant to this Agreement shall constitute any Party the agent of any other Party for any purpose or in any sense whatsoever, or constitute the Parties as partners or joint venturers.

SECTION 17.2. BANKRUPTCY. (a) All rights and licenses with respect to Intellectual Property Rights licensed to a Party pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses to rights of "intellectual property" as defined thereunder. Notwithstanding any provision contained herein to the contrary, if a Party (the "Bankrupt Party") is under any proceeding under the Bankruptcy Code and the trustee in bankruptcy of such Party, or such Party, as a debtor in possession, rightfully elects to reject this Agreement, the other Parties that are not Affiliates of the Bankrupt Party may, pursuant to 11 U.S.C.
Section 365(n)(1) and (2), retain any and all rights granted to them hereunder, to the maximum extent permitted by law, subject to the payments specified herein.

SECTION 17.3. ASSIGNABILITY. AICL and Anam USA shall not assign or delegate this Agreement, or any of AICL's or Anam USA's rights or duties hereunder, directly, indirectly, by operation of law, or otherwise, or in connection with a Change of Control, and any such purported assignment or delegation shall be void, except with the express written permission of Amkor. Without limiting the foregoing, any permitted assigns or successors of the Parties shall be bound by all terms and conditions of this Agreement and this Agreement shall inure to the benefit of such permitted successors or assigns.

SECTION 17.4. ENTIRE AGREEMENT. The terms and conditions herein contained constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous and contemporaneous agreements and understandings, whether oral or written, between the Parties with respect to the subject matter hereof.

SECTION 17.5. AMENDMENT. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on any Party unless mutually assented to in writing by all Parties.

SECTION 17.6. FORCE MAJEURE. No Party shall be liable for delay in performance or failure to perform, in whole or in part, to the extent due to labor dispute, strike, war or act of war, insurrection,

riot, civil unrest, act of public enemy, fire, flood, or other acts of God, or the acts of any governmental authority, or other causes beyond the control of such Party. The Party experiencing such cause or delay shall immediately notify the other Parties of the circumstances which may prevent or significantly delay its performance hereunder, and shall use its best efforts to alleviate the effects of such cause or delay.

SECTION 17.7. EXPORT LAWS. This Agreement is subject to all applicable United States laws and regulations relating to exports and to all administrative acts of the U.S. Government pursuant to such laws and regulations. No Party shall export or re-export, directly or indirectly, any technical data or semiconductor or other materials in violation of the any U.S. export or similar laws.

SECTION 17.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THAT STATE'S CHOICE OF LAWS. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 17.9. NO WAIVER. The failure of a Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by any other Party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity thereof or a Party's right to enforce each and every such provision thereafter. The express waiver by a Party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

SECTION 17.10. SEVERABILITY. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. The Parties agree to negotiate in good faith an enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent and economic effect of such provision.

SECTION 17.11. NOTICES. All notices, requests, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered by hand or confirmed facsimile transmission; (ii) one day after delivery by receipted overnight delivery; or (iii) four days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the appropriate address set forth at the beginning of this Agreement or to such other person or address as any Party shall furnish to the other Parties in writing pursuant to the above.

SECTION 17.12. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

AMKOR TECHNOLOGY, INC.                    ANAM INDUSTRIAL CO., LTD.


By:___________________________________    By:___________________________________
         Name:                                     Name:
         Title:                                    Title:


AMKOR ELECTRONICS, INC.                   ANAM USA, INC.


By:___________________________________    By:___________________________________
         Name:                                     Name:

Title: Title:

C.I.L. LIMITED

By:_________________________________
Name:
Title:

ARTICLE  1.    CONSTRUCTION AND DEFINITIONS.........................................................................-2-
                  Section 1.1.  Construction........................................................................-2-
                  Section 1.2.  Definitions.........................................................................-2-

ARTICLE  2.    MARKETING AND SALES..................................................................................-4-
                  Section 2.1.  Exclusivity.........................................................................-4-
                  Section 2.2.  Amkor and CIL Territorial Division..................................................-4-
                  Section 2.3.  Customer Contracts..................................................................-4-
                  Section 2.4.  Customer Pricing....................................................................-5-

ARTICLE  3.    OPERATION OF FOUNDRY BUSINESS........................................................................-5-
                  Section 3.1.  AICL's General Responsibilities with Respect to Foundry Services....................-5-
                  Section 3.2.  Amkor's and CIL's General Obligations...............................................-5-

ARTICLE  4.    FOUNDRY PRICING......................................................................................-6-
                  Section 4.1.  Foundry Fee.........................................................................-6-
                  Section 4.2.  Additional Non-Recurring Engineering Costs..........................................-6-
                  Section 4.3.  Determination of Foundry Factor.....................................................-6-
                  Section 4.4.  Payment Obligation..................................................................-7-
                  Section 4.5.  Payment Flow........................................................................-7-

ARTICLE  5.    FORECASTS AND ORDER COORDINATION.....................................................................-7-
                  Section 5.1.  Foundry Management Systems..........................................................-7-
                  Section 5.2.  Electronic Data Exchange............................................................-8-
                  Section 5.3.  Customer Forecasts..................................................................-9-
                  Section 5.4.  Order Coordination..................................................................-9-
                  Section 5.5.  Allocation..........................................................................-9-
                  Section 5.6.  TI Agreement........................................................................-9-
                  Section 5.7.  Handling of Customer Materials.....................................................-10-

ARTICLE  6.    SHIPMENTS, PAYMENTS , ETC...........................................................................-10-
                  Section 6.1.  Customer Shipments.................................................................-10-
                  Section 6.2.  Storage............................................................................-10-

ARTICLE  7.    RECORDS, ETC........................................................................................-10-
                  Section 7.1.  Records............................................................................-10-
                  Section 7.2.  Access.............................................................................-11-
                  Section 7.3.  Audit..............................................................................-11-

ARTICLE  8.    CONFIDENTIAL INFORMATION............................................................................-11-
                  Section 8.1.  Confidential Information Exclusions................................................-11-
                  Section 8.2.  Compelled Disclosure...............................................................-11-
                  Section 8.3.  Confidentiality Obligation.........................................................-12-
                  Section 8.4.  Remedies...........................................................................-12-
                  Section 8.5.  No Confidential Information of Other Parties.......................................-12-

ARTICLE  9.    ANAM USA'S RESPONSIBILITIES.........................................................................-12-
                  Section 9.1.  Credit Functions...................................................................-12-

ARTICLE  10.    INTELLECTUAL PROPERTY OWNERSHIP AND LICENSES.......................................................-12-
                  Section 10.1.  Intellectual Property Ownership...................................................-12-
                  Section 10.2.  Licenses..........................................................................-13-
                  Section 10.3.  Intellectual Property Protection..................................................-13-
                  Section 10.4.  Third Party Licenses..............................................................-13-
                  Section 10.5.  Enforcement of Intellectual Property..............................................-14-
                  Section 10.6.  Use of AICL Trademarks............................................................-14-

ARTICLE  11.    RESEARCH AND DEVELOPMENT...........................................................................-14-
                  Section 11.1.  Joint R&D Committee...............................................................-14-
                  Section 11.2.  Coordination......................................................................-15-
                  Section 11.3.  Funding...........................................................................-15-

ARTICLE  12.   WARRANTIES..........................................................................................-15-
                  Section 12.1.  General Warranty..................................................................-15-
                  Section 12.2.  AICL Foundry Services Warranty....................................................-15-
                  Section 12.3.  Remedies..........................................................................-15-
                  Section 12.4.  Intellectual Property Warranty....................................................-16-
                  Section 12.5.  Disclaimers.......................................................................-16-
                  Section 12.6.  No Liens..........................................................................-16-

ARTICLE  13.    INDEMNITIES........................................................................................-16-
                  Section 13.1.  AICL Indemnity....................................................................-16-
                  Section 13.2.  Amkor Indemnity...................................................................-16-
                  Section 13.3.  Limitation........................................................................-17-
                  Section 13.4.  Payments..........................................................................-17-

ARTICLE  14.    LIABILITY LIMITATIONS .............................................................................-17-
                  Section 14.1.  Exclusion of Damages..............................................................-17-
                  Section 14.2.  Failure of Essential Purpose......................................................-17-

ARTICLE  15.    TERM AND TERMINATION...............................................................................-17-

                  Section 15.1.  Term..............................................................................-17-
                  Section 15.2.  Default...........................................................................-17-
                  Section 15.3.  Termination for Insolvency........................................................-18-
                  Section 15.4.  Effect of Termination.............................................................-18-
                  Section 15.5.  Survival..........................................................................-18-

ARTICLE  16.    ARBITRATION .......................................................................................-18-
                  Section 16.1.  Arbitration of Disputes...........................................................-18-
                  Section 16.2.  Initiation of Arbitration.........................................................-19-
                  Section 16.3.  Selection of Arbitrator...........................................................-19-
                  Section 16.4.  Awards ...........................................................................-19-

ARTICLE  17.    MISCELLANEOUS......................................................................................-19-
                  Section 17.1.  Independent Contractors...........................................................-19-
                  Section 17.2.  Bankruptcy........................................................................-19-
                  Section 17.3.  Assignability.....................................................................-19-
                  Section 17.4.  Entire Agreement..................................................................-20-
                  Section 17.5.  Amendment.........................................................................-20-
                  Section 17.6.  Force Majeure.....................................................................-20-
                  Section 17.7.  Export Laws.......................................................................-20-
                  Section 17.8.  Governing Law.....................................................................-20-
                  Section 17.9.  No Waiver ........................................................................-20-
                  Section 17.10.  Severability.....................................................................-20-
                  Section 17.11.  Notices..........................................................................-21-
                  Section 17.12.  Titles and Subtitles.............................................................-21-
                  Section 17.13.  Counterparts.....................................................................-21-

FOUNDRY AGREEMENT

by and among

AMKOR TECHNOLOGY, INC.;

AMKOR ELECTRONICS, INC.;

C.I.L. LIMITED (CAYMANS);

ANAM INDUSTRIAL CO., LTD.;

and

ANAM USA

dated as of November 1, 1997

Exhibit 10.22

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of __________, 1998 between AMKOR TECHNOLOGY, INC., a Delaware corporation (the "Company"), and Smith Barney Inc. (the "Borrower") in consideration of the Master Securities Loan Agreement of even date herewith. Reference is made to the Securities Loan Agreement of even date herewith (the "Securities Loan Agreement"), by and among Smith Barney Inc., and James L. Kim and Agnes C. Kim (collectively the "Lender"). The Company hereby confirms its agreement with the Borrower as follows:

1. SHELF REGISTRATION.

(a) The Company shall use its best efforts to cause the Securities and Exchange Commission (the "Commission") to declare effective as promptly as practicable (if not declared effective as of the date hereof) the registration statement on Form S-1 (No. 333- ) (as amended or supplemented from time to time, the "Shelf Registration Statement") of the Company under the Securities Act of 1933, as amended (the "1933 Act"), covering, among other things, the offering and sale by Borrower of shares of common stock of the Company ("Common Stock") that are Loaned Securities (as defined in the Securities Loan Agreement) ("Loaned Company Stock"). If the Shelf Registration Statement has become or becomes effective pursuant to Rule 430A under the 1933 Act, or filing of the prospectus constituting a part thereof (as amended or supplemented from time to time, the "Prospectus") is otherwise required under Rule 424(b) under the 1933 Act, the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed.

2. REGISTRATION PROCEDURES. In connection with any Shelf Registration Statement, the following provisions shall apply:

(a) The Company shall furnish to Borrower, prior to the filing thereof with the Commission, a copy of each amendment to the Shelf Registration Statement and each amendment or supplement, if any, to the Prospectus (and of each report or other document incorporated therein by reference) and shall use its best efforts to reflect in each such document, when so filed with the Commission, such changes thereto as Borrower reasonably may propose.

(b) Notwithstanding any other provision hereof, the Company shall take such action as may be necessary so that (i) the Shelf Registration Statement, and any amendment thereto, and any Prospectus, and any amendment or supplement thereto (and each report or other document incorporated therein by reference in each case) complies in all material respects with the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act") and the respective rules and

regulations thereunder, (ii) the Shelf Registration Statement, and any amendment thereto, does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be responsible for the correctness of any information contained in the Shelf Registration Statement or the Prospectus or any amendment or supplement thereto provided to the Company in writing by Borrower specifically for inclusion therein.

(c) The Company shall promptly advise Borrower, and, if requested by Borrower, confirm such advice in writing:

(i) when any amendment to the Shelf Registration Statement has been filed with the Commission and when the Shelf Registration Statement or any amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Shelf Registration Statement, the Prospectus, or each report or other document incorporated by reference therein, or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Loaned Company Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) The Company shall not take any action to withdraw the Shelf Registration Statement without the prior written consent of Borrower. The Company will make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or any suspension of qualification of the Loaned Company Stock in any jurisdiction at the earliest possible time.

(e) The Company will furnish to Borrower, without charge, at least one copy of the Shelf Registration Statement and any amendment thereto, any report or document incorporated by reference therein, including financial statements and schedules, and, if Borrower so requests in writing, all exhibits thereto (including those incorporated by reference).

(f) The Company will deliver to Borrower, without charge, as many copies of the Prospectus and any amendment or supplement thereto as Borrower may reasonably request; and will consent to the use of the Prospectus or any amendment or supplement thereto by Borrower in connection with the offering and sale of the Loaned Company Stock.

(g) The Company will register or qualify or cooperate with Borrower in connection with the registration or qualification of the Loaned Company Stock for offer and sale under the securities or blue sky laws of such jurisdictions as Borrower reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Loaned Company Stock; provided, however, that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

(h) Upon the occurrence of any event described in Section 2(c)(v) above, the Company will promptly prepare and file with the Commission a post-effective amendment to the Shelf Registration Statement or an amendment or supplement to the Prospectus forming a part thereof or any document or report incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Loaned Company Stock, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company may delay the preparation and filing of any such amendment or supplement (i) to the extent required by applicable law (in which event the Company shall promptly notify the Borrower in writing of such requirement of applicable law) or (ii) for a period not exceeding 28 calendar days (or such longer period as agreed to in writing by Borrower) from the date of occurrence of such event if such amendment or supplement would disclose a material financing, acquisition or other corporate development with respect to the Company and the chief executive officer or chief financial officer of the Company shall have determined in good faith (and shall have notified the Borrower in writing of such determination) that such disclosure is not in the best interest of the Company.

(i) The Company shall instruct Borrower in writing to immediately suspend its use of the Prospectus if (i) the Commission has issued a stop order suspending the effectiveness of the Shelf Registration Statement,
(ii) an event contemplated by Section 2(c)(v) above has occurred or (iii) the Board of Directors of the Company, on the advice of its counsel, reasonably concludes that it is inadvisable as a matter of the federal securities laws that the Prospectus continue to be used. Such an instruction shall be given by facsimile transmission, with receipt confirmed telephonically. Such an instruction shall be deemed received (A) if receipt by each required recipient is telephonically confirmed between the hours of 7:30 a.m. and 4:30 p.m. on any Business Day, two hours after the last such confirmation is obtained or (B) otherwise, upon the next opening of business of the Nasdaq National Market following the time the last such confirmation is made.

(j) Promptly upon the Company satisfying the eligibility criteria for use of a Form S-3 under the 1933 Act, the Company will file a post-effective amendment to the Shelf Registration Statement to convert it from a Form S-1 to a Form S-3 registration statement.

3. INDEMNIFICATION AND CONTRIBUTION.

(a) The Company agrees to indemnify, contribute to and hold harmless Borrower and each person, if any, who controls Borrower within the meaning of Section 15 of the 1933 Act as follows:

(1) against any and all loss, liability, claim, damage, expense and judgment whatsoever ("Loss") arising out of any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement (or any amendment thereto or any information document or report incorporated by reference therein), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto or any information document or report incorporated by reference therein) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(2) against any and all loss, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(3) against any and all expense whatsoever, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (1) or (2) above;

provided, however, that the provisions of this
Section 3 shall not apply to any Loss to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by Borrower expressly for use in the Shelf Registration Statement (or amendment thereto) or the Prospectus.

(b) The Company agrees to indemnify and hold harmless Borrower against any and all Loss, following receipt by Borrower of a written instruction from the Company to cease using the Prospectus, to the extent such Loss arises out of Borrower's inability to deliver Loaned Company Stock upon settlement of trades entered into prior to receipt by Borrower of such instruction. The

Company shall not be required under this Section 3(b) to indemnify Borrower for any Loss to the extent such Loss arises out of (1) Borrower's inability to deliver Loaned Company Stock upon settlement of trades entered into after receipt by Borrower of such instruction, (2) the bad faith or gross negligence of Borrower or (3) Borrower's failure to take reasonable steps to mitigate its Loss.

(c) Each indemnified party shall give notice as promptly as reasonably practicable to the Company of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Company shall not relieve the Company from any liability which it may have otherwise under this Section 3. The Company may participate at its own expense in the defense of any such action.

(d) In order to provide for just and equitable contribution in circumstances in which the indemnity provided for in Sections 3(a), (b) and (c) above is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and Borrower shall contribute to the aggregate Losses of the nature contemplated by said indemnity agreement incurred by the Company and Borrower, in such proportions as is appropriate to reflect the relative fault of the Company, on the one hand, and Borrower, on the other hand, in connection with the statements or omissions that resulted in such Losses, determined by reference to whether any alleged untrue statement or omission related to information provided by the Company, on the one hand, or Borrower, on the other hand; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 3(d), each person, if any, who controls Borrower within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as Borrower.

4. OBLIGATIONS OF THE COMPANY.

(a) The Company from time to time (but not more than once per calendar quarter), upon receipt of a written request from Borrower therefor, shall furnish or cause to be furnished to Borrower:

(1) The opinions of legal counsel for the Company, in form and substance reasonably satisfactory to Borrower, substantially in the form set forth in Sections 7(b), 7(c), 7(d) and 7(e) of the U.S. Underwriting Agreement dated , 1998 (the "Underwriting Agreement") among Smith Barney Inc., BancAmerica Robertson Stephens, Cowen & Company and the Company;

(2) A certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, to the effect that (i) from the date of the most recent financial information contained in the Prospectus there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company or its subsidiaries, considered as one enterprise, and (ii) no stop order suspending the effectiveness of the Shelf

Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission; and

(3) A letter from the independent public accountants of the Company, in form and substance satisfactory to Borrower, to the same effect as set forth in Section 7(j) of the Underwriting Agreement.

5. REGISTRATION EXPENSES. The Company will bear all expenses incurred in connection with the performance of its obligations under this Agreement.

6. TERMINATION. This Agreement and the obligations of the parties hereunder shall terminate upon the termination of the Securities Loan Agreement, except for any liabilities and obligations pursuant to Sections 3 and 5 hereof.

7. MISCELLANEOUS.

(a) The Company has not entered into, nor will the Company on or after the date of this Agreement enter into, any agreement which is inconsistent with the rights granted to Borrower in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to Borrower hereunder do not in any way conflict with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements.

(b) The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Borrower.

(c) Any request, demand, authorization, notice, waiver, consent, report or communication to a party hereunder shall, unless this Agreement specifically provides otherwise, be in writing and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission to the following facsimile numbers (or to such address or facsimile number as such party may designate by the notice):

if to the Company:

         Amkor Technology, Inc.
         1345 Enterprise Drive
         West Chester, PA 19380
         Attention: Chief Financial Officer
         Facsimile No.:   (610) 431-9967
         Telephone No.:  (610) 431-9600

if to Borrower:

Smith Barney Inc.
333 West 34th Street
New York, NY 10001
Facsimile No.:
Telephone No.:

with copies in the case of any notice, advice or instruction under Section 2 to:

Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94306 Attention: Larry W. Sonsini Facsimile No.: (650) 493-6811 Telephone No.: (650) 493-9300

and to:

Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 Attention: Alan L. Beller Facsimile No.: (212) 225-3999 Telephone No.: (212) 225-2000

Any request, demand, authorization, notice, waiver, consent, report or communication hereunder shall be deemed given when actually received, except that any request, demand, authorization, notice waiver, consent, report or communication actually received on a day that is not a Business Day or after business hours on a Business Day shall be deemed given and received on the next succeeding Business Day.

(d) This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(e) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(f) This Agreement shall be governed and construed in accordance with the internal laws of the State of New York.

(g) In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

AMKOR TECHNOLOGY, INC.

By: _____________________________________
Name:
Title:

Confirmed and accepted as of the date first above written:

SMITH BARNEY INC.

By: _______________________________
Name:
Title:

EXECUTION COPY

Exhibit 10.23

MANUFACTURING AND

PURCHASE AGREEMENT

BETWEEN

TEXAS INSTRUMENTS INCORPORATED,

ANAM INDUSTRIAL CO., LTD.

AND

AMKOR ELECTRONICS, INC.

DATED AS OF JANUARY 1, 1998

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                              TABLE OF CONTENTS

                                                                            Page




Article 1. Definitions.......................................................1

Article 2. Items and Cooperation to be Supplied by Anam and/or Amkor.........3

Article 3. Specifications, Quality Inspection, Testing and Customer Service..5

Article 4. Manufacturing Changes............................................11

Article 5. TI Loading Obligations and Option................................12

Article 6. TI Forecasts and Purchase Orders.................................14

Article 7. Pricing .........................................................17

Article 8. Shipping, Payment and Packaging .................................20

Article 9. Warranties and Liability Limitations.............................22

Article 10. Amendment of Certain Prior Agreements...........................25

Article 11. Term............................................................25

Article 12. Confidentiality.................................................25

Article 13. Termination and Dispute Resolution..............................25

Article 14. Miscellaneous...................................................29

                                                                EXECUTION COPY

MANUFACTURING AND PURCHASE AGREEMENT

This Manufacturing and Purchase Agreement (this "Agreement") dated as of January 1, 1998 (the "Effective Date") is made by and among TEXAS INSTRUMENTS INCORPORATED, a Delaware, U.S.A. corporation, with its principal place of business at 13500 North Central Expressway, Dallas, Texas 75265, U.S.A. ("TI"), ANAM INDUSTRIAL CO., LTD., a corporation of the Republic of Korea, with its principal place of business at Seoul, Republic of Korea ("Anam"), and AMKOR ELECTRONICS INC., a Pennsylvania, U.S.A. corporation, with its principal place of business at 1345 Enterprise Drive, West Chester, Pa 19380 ("Amkor"). TI, Anam and Amkor are hereinafter referred to individually by their respective names or as Party and collectively as Parties.

RECITALS

WHEREAS, Anam is engaged in the business of, among other things, operating a semiconductor foundry in Korea;

WHEREAS Amkor is in the business of, among other things contracting with third parties to sell semiconductor wafers and die manufactured by Anam;

WHEREAS, the Parties desire to implement certain provisions of the Technical Assistance Agreement dated as of January 28, 1997 ("Phase 1 TAA") between TI and Anam and the Technical Assistance Agreement of even date herewith ("Phase 2 TAA") between TI and Anam for the purchase by TI from Amkor, and the sale by Amkor to TI, of TI Products (as hereinafter defined) to be manufactured by Anam;

WHEREAS, TI and Anam desire to amend and supersede certain provisions of the Phase 1 TAA related to matters covered by this Agreement; and

WHEREAS, the Parties desire to address manufacturing requirements, loading, pricing and other purchase-related terms and conditions for both Phase 1 Products, Phase 2 Products;

NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1.

DEFINITIONS

For purposes of this Agreement, the following words, terms and phrases shall have the meanings assigned to them in this Article 1 unless specifically otherwise stated. Furthermore, any defined term herein shall have a constant meaning regardless of whether it is used in its singular or plural form.

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ADVANCED AVAILABLE TECHNOLOGY means, as the context herein requires, "Advanced Available Technology" as defined in the Phase 1 TAA and/or "Advanced Available Technology" as defined in the Phase 2 TAA.

CUSTOMER QUALIFICATION means that a TI customer has qualified a particular TI Product device manufacturable by Anam hereunder for sale by TI to such customer, as reflected in TI's written notification thereof to Anam.

FACILITY means the completed wafer fabrication plant known as Anam Fabrication Buchon (AFB) 1, located at 222, Dodang-dong, Wonmi-gu, Buchon, Kyunggi-do, Korea 420-130 which Anam constructed, in connection with the Phase 1 TAA, which Facility includes only a single 60 meter by 100 meter clean room. The term Facility includes a wafer fabrication facility and equipment only, and shall not include facilities or equipment for assembly and testing of Products.

PHASE 1 means that portion of the clean room within the Facility, the process capability of which, as currently contemplated by the Parties, is sufficient to manufacture approximately 15,000 wafer starts per month under the provisions of the Phase 1 TAA.

PHASE 1 PRODUCTS means "TI Products," as defined in the Phase 1 TAA.

PHASE 2 means that portion of the clean room within the Facility, the process capability of which, as currently contemplated by the Parties, is sufficient to manufacture approximately 10,000 wafer starts per month under the provisions of the Phase 2 TAA.

PHASE 2 PRODUCTS means "TI Products," as defined in the Phase 2 TAA.

PROCESS QUALIFICATION means TI's written certification that a unique process flow within the broader C10-node or C07-node (e.g., the split-gate C10 process flow and the split-gate C07 process flow) in operation at the Facility, which unique process flow cannot be qualified by similarity to another already qualified process flow, is qualified per the standards referred to within TI as the "QSS standards."

PROCESS QUALIFICATION COSTS means all costs incurred during the period of operation preceding Process Qualification relating to (i) the fabrication of prototype wafers, (ii) the Process Qualification testing of those wafers, including but not limited to costs relating to the acquisition, production, testing (including but not limited to final test, life test and environmental test), assembly and/or qualification testing of sample materials (including but not limited to wafers), and (iii) the failure analysis of failed units.

PRODUCTS means Phase 1 Products and Phase 2 Products, as defined herein.

PRODUCT QUALIFICATION means, with respect to TI Products, the process, as described herein, resulting in TI issuing its written certification that such TI Products and their

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manufacture have achieved a level of quality, consistency and reliability that meets or exceeds the Specifications in accordance with this Agreement.

PRODUCT QUALIFICATION COSTS means all costs incurred during Product Qualification relating to (i) the fabrication of prototype wafers, (ii) the Product Qualification testing of those wafers, including but not limited to costs relating to the acquisition, production, testing (including but not limited to final test, life test and environmental test), assembly and/or qualification testing of sample materials (including but not limited to wafers), and (iii) the failure analysis of failed units; provided, however, that Product Qualification Costs shall not in any event include Process Qualification Costs.

QUALIFICATION COSTS means Product Qualification Costs and Process Qualification Costs.

SPECIFICATIONS means specifications related to a specific process flow which are supplied to Anam in writing by TI to describe, characterize, circumscribe and define the design characteristics, quality and performance of TI Products, manufacturing processes, manufacturing equipment or Product Qualification and which are consistent with Specifications which are applicable to the same process flow manufactured by a TI facility comparable to the Facility.

TERM means the period during which this Agreement is in effect, as more specifically set forth in Article 11 of this Agreement.

TI PRODUCTS means TI Products as defined in the Phase 1 TAA and as defined in the Phase 2 TAA.

Unless otherwise provided herein, other capitalized terms herein shall have the meaning assigned to them in either or both the Phase 1 TAA or the Phase 2 TAA, as the context herein requires.

ARTICLE 2.
ITEMS AND COOPERATION TO BE SUPPLIED BY ANAM AND/OR AMKOR

2.1 MANUFACTURE. In accordance with the Phase 1 TAA, Phase 2 TAA, or any other applicable Technical Assistance Agreement ("TAA") executed between the Parties, Anam shall manufacture the TI Products to be sold by Amkor to TI hereunder.

2.2 COSTS, EXPENSES AND FEES. Except as otherwise expressly provided for in this Agreement, any applicable TAA or as may otherwise be agreed between the Parties, Amkor and Anam shall be solely responsible for any and all costs, expenses, fees and the like for equipment, labor, facilities, materials and other items required in connection with Anam's and Amkor's performance of their obligations hereunder or under any applicable TAA.

2.3 QUALIFICATION COSTS. TI shall bear all Product Qualification Costs associated with the initial Product Qualification of each TI Product other than those costs relating to mask sets that, pursuant to Section 2.04 below, shall be borne by either Anam or TI. Without limiting the application of Section 2.02 above, Anam shall bear all Process Qualification

2.4.1       For each TI Product which is to be manufactured by Anam for TI
            and which requires a specific mask design, TI agrees to
            provide to Anam the design data base and Technical Information
            necessary for Anam to manufacture or have manufactured mask
            sets, including any such additional mask sets (or portions
            thereof) as may be redesigned by TI from time to time, to be
            used for manufacturing such product.

2.4.2       Subject to Sections 2.04.03, 2.04.04 and 5.04, Anam shall bear
            the costs of all mask sets ordered prior to January 1, 1999
            relating to Phase 1 Products.

2.4.3       TI shall bear the costs of (i) the initial mask set relating
            to each Phase 2 Product and (ii) the initial mask set ordered
            on or after January 1, 1999 for each Phase 1 Product. Anam
            shall bear the cost of the mask sets used solely in connection
            with Process Qualification under the Phase 1 TAA and the Phase
            2 TAA; provided, however, that if, and to the extent (i) the
            same mask set used in Process Qualification is used in
            production, and (ii) TI would otherwise be obligated to have
            paid for such production mask set under this Section 2.04.03,
            then Anam and TI shall share equally the cost of purchasing
            such qualification mask set.

2.4.4       Notwithstanding anything to the contrary set forth in this
            Section 2.04, TI shall bear the cost of any reasonable mask
            redesign and mask manufacturing costs associated with
            modifications or changes to the original mask sets which are
            necessitated by design errors or changes by TI or TI's
            Customers with respect to the initial mask sets. For any
            wafers that have been manufactured in whole or in part that
            are required to be scrapped due to any such design error or
            change of TI or TI's customers, TI shall pay Amkor an amount
            (the "Wafer Termination Amount") equal to:


             *

*

      2.4.5       Anam shall be responsible for the costs of all masks and mask
                  sets for which TI is not otherwise responsible pursuant to
                  Sections 2.04.03, 2.04.04 and 5.04.04.

2.5 TI MASK SET PROTECTION. Anam shall protect all mask sets as Trade and Industrial Secrets of TI according to Article 10 of the applicable TAA. When any mask set is no longer usable by Anam for the purposes of this Agreement, Anam shall either return the mask set to TI immediately, or, upon TI's instructions, destroy the mask set and provide TI with written certification of any such destruction.

2.6 MATERIAL QUALITY REQUIREMENTS AND EQUIPMENT USAGE. TI will provide to Anam the most current version of TI's manufacturing Specifications, test programs and other test procedures needed by Anam to manufacture TI Products. In the process of qualifying the Facility and the manufacture of each TI Product, Anam shall, unless it obtains TI's consent to the contrary, use the same materials, recipes, processes, specifications and equipment directly relating to the manufacture of TI Products that TI uses in its commercial production of such TI Products as may have been disclosed by TI to Anam or as otherwise instructed by TI. Notwithstanding the foregoing, where required by local availability of materials and supplies, with the consent of TI, which consent shall not unreasonably be withheld or delayed, Anam may use materials, recipes, processes, specifications and equipment that are different from those used by TI.

ARTICLE 3.
SPECIFICATIONS, QUALITY INSPECTION, TESTING AND CUSTOMER SERVICE

3.1 CHANGE TO SPECIFICATIONS. TI has the right to modify, change or alter the Specifications from time-to-time, at its sole discretion and upon reasonable written notice to Anam. In the event TI makes a change to the Specifications, the Parties, through good faith negotiations, shall agree upon the delivery schedule of the TI Products resulting from said change and TI's and Anam's respective responsibilities, in accordance with Section 3.02 for the costs incurred by Anam in connection with such changes, within thirty (30) days following any such notice. All Specification changes shall be consistent with TI's own Specification changes and shall not require Anam to perform changes not otherwise generally performed by TI with respect to comparable process flows under comparable circumstances.

3.2 SPECIFICATION CHANGE COSTS.

3.2.1       In the event TI changes the Specifications pursuant to Section
            3.01, then:

            (a)   If the change results in an improvement in the
                  manufacture of Products in general, including the
                  process for manufacturing the Products in general, then
                  Anam shall bear all costs associated with the change to
                  the extent that they relate to such improvements and
                  result in savings to Anam; or

            (b)   Subject to Section 3.02.01(a), TI shall bear all costs
                  associated with the change.

3.2.2       TI shall give Anam reasonable notice prior to exercising its
            option to change Specifications, and TI and Anam shall
            exercise reasonable efforts to resolve any hardships which
            Anam would suffer from such change in the Specifications. For
            purposes of this Section 3.02, "costs" shall include, but not
            be limited to, costs relating to wafers, assembly, testing,
            Qualification Costs, engineering for failure analysis,
            incremental equipment to run qualification lots, and the like.

3.3 TI RESIDENT INSPECTOR. Anam agrees that TI employee safety and well-being, product quality and reliability assurance, and the protection of TI's intellectual property, including but not limited to Technical Information, are of material importance to TI. Therefore, throughout the Term, TI shall have the right to maintain at the Facility, at TI's sole discretion, one or more resident representatives, as reasonably approved by Anam, for the purpose of monitoring compliance with this Agreement, the Specifications, and TI safety and environmental standards for the protection of TI personnel, and protecting TI's intellectual property, including but not limited to Technical Information. Anam shall provide suitable office space for use by such representatives, and shall provide reasonable access to the manufacturing processes for the TI Products as may be required for monitoring said compliance. Such representatives shall not interfere with Anam's operation of the Facility.

3.4 TI CUSTOMER RIGHT OF INSPECTION. Upon reasonable notice, Anam agrees to allow TI customer representatives (who have been approved by TI), to conduct quality control and Specification audits and certification/qualification of the Facility, and manufacturing process, provided that, where requested by Anam, a TI employee accompanies such customer during its audit in the Facility, subject to reasonable rules of Anam relating to visitors.

3.5 TI RIGHT TO MONITOR PRODUCTION. Throughout the Term, during completion of production lots for TI, TI may perform monitoring tests and may recommend disposition or corrective action where variance to the Specifications exists. Anam will support this activity with quality trend reports and such other documentation as shall be reasonably requested by TI from time-to-time. In addition, if at any other time TI detects variances or deviations from Specifications, TI may recommend corrective actions to Anam.

3.6 VISITS AND SECRECY AGREEMENT. Anything to the contrary in this Article 3 notwithstanding, each and every personnel of TI or TI's customers who shall be given

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access to the Anam Facility pursuant to this Agreement, including, without limitation, pursuant to Section 3.03, 3.04 and 3.05 shall execute an agreement, which shall include reasonable terms governing the protection of Anam confidential information, as a condition precedent to admission or access to such Facility or receipt of technical information of Anam pursuant to this Agreement. All such personnel shall fully abide by all Facility rules and regulations. TI shall be fully liable for any personal injury or property damage resulting from any act or omission of TI's personnel while on the premises of Anam. All transitory visits of TI and TI customers shall be arranged at such times and in such manner as to minimize interference with the activities of Anam.

3.7 ANAM CORRECTIVE ACTIONS. During the Term, Anam agrees to use reasonable commercial efforts to make corrective actions as may be reasonably recommended by TI as soon as practicable, after written notification of the problem; provided, however, that TI shall use reasonable commercial efforts to assist Anam in taking such action recommended by TI or in solving problems.

3.8 CYCLE TIME. Anam agrees to supply TI Products to TI in cycle times which shall be competitive with merchant world-class foundry companies. In any event, Anam agrees that the maximum production cycle time (i.e., the period from the start date for production specified in the TI Start Plan (as defined below) by TI to Anam's shipment of TI Products) shall be [*] except where otherwise expressly provided for herein.

3.9 EXPEDITED PRODUCTION. On production lots specified by TI, Anam shall expedite cycle time to a [*], or such other cycle time as may be agreed (such expedited lots herein referred to as "Hot Lots"). Regardless of the stage of the production process at which a normal lot is converted into a Hot Lot, for each such Hot Lot shipped within such cycle time, TI shall pay Anam a fee of [*]; provided, however, that:

(a) Unless otherwise agreed, Anam shall not be obligated to so expedite production, through March 31, 1998, on more than [*] at any one time; from April 1, 1998 through June 30, 1998, on more than [*] at any one time; and thereafter, on more than [*] at any one time; and

(b) Any lots required to be expedited pursuant to Section 8.05, below shall not count against the limits described in Section 3.09.00(a) above.

3.10 TESTING. Anam shall perform multi-probe testing in a manner consistent with TI practice, to the extent disclosed by TI to Anam, at Anam's Buchon, Republic of Korea site on all TI Products delivered to TI hereunder and, without limiting its obligations elsewhere provided for herein, shall be responsible, at its sole expense, for having sufficient facilities, test equipment, labor, test programs and other items in place on such site to meet required quantities and cycle times. Notwithstanding the foregoing, TI shall be responsible, solely at its expense, for furnishing to Anam in a timely manner copies of the multi-probe test

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programs necessary for Anam to perform multiprobe testing on the required quantities and within the required cycle times; provided, however, that TI shall be under no obligation to furnish test programs compatible with any test equipment other than the test equipment TI uses in its wholly-owned facilities for comparable wafers. All test programs required to be implemented by Anam in accordance with this Section 3.10 shall be consistent with TI's own test programs and shall not require Anam to perform testing not otherwise generally performed by TI with respect to comparable products. Anam shall use no other test programs on TI Products other than those furnished or approved by TI. TI agrees to purchase any testers used by Anam for TI Products at the end of Anam's use of such testers on TI Products. TI's purchase price for such equipment shall be equal to Anam's original purchase price for such equipment depreciated on a five-year straight line basis and subject to a discount in price for excessive wear and tear.

3.11.1      TI shall furnish to Anam from time to time, as required,
            quality and reliability Specifications applicable to TI
            Products. Among other things, those Specifications will
            specify the quality standards referred to within TI as the
            "Category 1" standards. Such Specification shall be consistent
            with specifications applicable to the Category 1
            specifications met by TI's own facilities. Following receipt
            of each shipment, TI may perform incoming tests on each
            shipment of TI Products. In the event such tests demonstrate
            that such TI Products fail to conform to the then-applicable
            quality and reliability Specifications furnished by TI and
            such Specifications conform to the foregoing, TI shall have
            the right to return, after confirmation of failures, such TI
            Products to Anam for rework or replacement at no cost to TI.
            TI has the right to recommend corrective action to address
            variances from Specifications. Such return shipments shall be
            made by TI, F.O.B. the destination from which they were
            originally shipped by Anam. A return material authorization
            ("RMA") form previously issued by Anam must accompany any such
            returned TI Products.

3.11.2      TI agrees to perform incoming inspection of TI Products for
            conformance with applicable Specifications within ninety (90)
            days of delivery, and to advise Anam and Amkor of rejections
            by written or electronic notice within five (5) business days
            after inspection. If any delivery of products by Anam or Amkor
            does not conform in any material respect to TI's order for
            such TI Products or is found to fail applicable inspection, TI
            shall have the right to reject such delivery by giving timely
            notice to Anam and Amkor to that effect. TI will thereupon
            return the non-conforming TI Products to Amkor or Anam (as the
            case may be) at Amkor's or Anam's cost and risk, for, as may
            be agreed between Amkor and TI, credit or rescreen and
            replacement. If it is agreed that such TI Products shall be
            rescreened, Anam and Amkor shall use reasonable efforts to
            rescreen and replace such non-

            conforming wafers or dies and to do so, if at all, within
            forty-five (45) days after the receipt thereof. TI will
            provide Anam and Amkor with a report specifying the reason for
            any rejection. All rejected products may be subjected to
            inspection by Anam or Amkor to confirm that they are
            defective. Any TI Product not rejected by TI within ninety
            (90) days plus five (5) business days after receipt by TI
            shall be deemed accepted. In the event that it determined that
            TI's rejection of a TI Product was not justified in accordance
            with the foregoing, TI shall reimburse Anam or Amkor, as the
            case may be, for all costs incurred in connection with such
            rejection, including without limitation in connection with the
            shipping and testing of such TI Product.

3.11.3      Nothing in this Section 3.11 shall limit TI's rights under
            Section 3.12 below.

3.12 CONFORMANCE TO QUALITY AND RELIABILITY STANDARDS; STOP SHIPMENTS.

3.12.1 Prior to any shipment of TI Products to TI, Anam shall:

(a) Visually inspect such outgoing TI Products in accordance with applicable Specifications; and

(b) electrically test such TI Products to determine whether:

(i) such TI Products conform to the relevant Category

                        1 standards (as defined in Section 3.11 above), as
                        may be applicable to such TI Products in
                        accordance with Section 3.11; and

                  (ii)  the defective parts per million ("DPPM") levels of
                        such shipment (as determined under then-current TI
                        practice applied by TI to comparable products
                        manufactured by TI) for such TI Products conform
                        to the DPPM levels agreed upon by the Parties
                        provided that such DPPM levels shall not be lower
                        than those demonstrated by the manufacturing
                        process, as qualified, in use at a TI wholly-owned
                        facility, which process is most comparable to the
                        one in use at the Facility.

3.12.2      Unless otherwise permitted by TI, Anam shall assure that the
            TI Products meet, and shall not ship TI Products to TI that do
            not meet, the standards set forth in Section 3.12.01 above.

3.12.3      If it is determined by TI within 90 days of the shipment of TI
            Products to TI that such TI Products do not conform to the
            standards set forth in Section 3.12.01, above, then
            notwithstanding anything to the contrary contained herein and
            upon written notice by TI, Anam shall stop all

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further shipments of such TI Products to TI, and TI shall be under no obligation to accept or pay for any such shipments, until TI shall be reasonably satisfied that appropriate corrective actions have been taken by Anam to address the nonconformance to such Category 1 standards and/or DPPM levels in accordance with Section 3.12.01 above.

3.12.4      Notwithstanding Section 3.11 above, or Sections 3.12.03 and
            3.12.02 above, TI shall discuss with Anam in good faith the
            disposition of those TI Products produced and held hereunder
            that fail to satisfy Category 1 standards [*].

3.13 SECURITY AND DESTRUCTION OF SCRAP. Anam shall not assign, consign, deliver, transfer or otherwise provide TI Products, and shall undertake security measures
(including but not limited to scrap and non-conforming TI Product destruction) sufficient to prevent TI Products (including all defective TI Products which do not meet Specifications) from being sold, assigned, consigned, delivered, transferred or otherwise provided, to any third party without the express written consent of TI. Unless otherwise specified in writing by TI, (a) all defective TI Products which cannot be repaired economically shall be scrapped and destroyed and (b) such defective TI Products shall not be transferred to any third party. TI shall have the right, from time-to-time, to review (i) Anam's security and scrap destruction procedures and (ii) Anam's compliance with such procedures.

3.14 PRODUCTION HOLDS. At TI's request, Anam shall hold production on any lot without charging TI an extra fee for that service for the [*]. With respect to lots for which the hold is made prior to the backgrind stage and which hold exceeds [*], TI will pay Anam [*]. TI shall not be required to pay Anam a hold fee with respect to lots for which the hold is made from and following the backgrind stage. If any hold on a lot exceeds [*], TI, at its option, will thereupon either (i) release the lot for cancellation pursuant to Section 8.06, or (ii) release the lot for further processing. In the event that a lot which is on hold is canceled in accordance with Section 8.06, TI shall pay Anam only the cancellation charge provided under Section 8.06.

3.15 WAFER BANK. Upon TI's request Anam agrees to store, at no additional expense to TI, up to [*] (or such other amount as may be agreed from time to time) unfinished wafers that have been processed up to the contact or "via" stage of processing for a period not to exceed 365 days. After Anam has stored such wafer for 60 days, Amkor shall have the right to invoice TI for, and TI shall purchase, such wafers at the Fixed Wafer Price therefor; provided that, in such case, Anam shall complete the processing of, and

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delivery of, such wafers upon TI's request at no additional cost.
Notwithstanding the foregoing, upon shipment of such wafer to TI, the Price for such wafer shall be recalculated in accordance with Article 7 and if such recalculated Price is different from the Fixed Wafer Price paid, Amkor shall issue a credit or debit to TI, as the case may be, for such difference. Any wafers so purchased by TI, while in the possession of Anam, shall be owned by TI and retained by Anam on a consignment basis and Anam shall continue to be responsible for any loss or damage to such wafers while they are in Anam's possession. In the event that either Anam or Amkor is responsible for a wafer for which TI has paid in accordance with the foregoing not being ultimately saleable to TI in accordance with this Agreement, Amkor shall credit TI the amount paid for such wafer.

3.16.1      Unless otherwise instructed by TI, and except as provided in
            Section 2.06, Anam shall, in accordance with this Agreement
            and the applicable TAA, implement all Technical Information
            provided under the applicable TAA as well as any manufacturing
            improvements (including TI Product performance improvements)
            as and when the Technical Information is furnished by TI to
            Anam.

3.16.2      Anam shall establish failure analysis capability reasonably
            satisfactory to TI, prior to Product Qualification.

3.17 TEST CORRELATION PROCEDURES. TI and Anam agree that quality and reliability assurance are of prime importance to TI's customers; therefore, both companies agree to establish test correlation procedures to assure compliance with TI customer requirements.

3.18 ANAM PROCESS RECORDS. Anam shall maintain, for a period of three (3) years from each date of origin, accurate records describing processing detail on a per die-lot basis.

3.19 OBSOLETE PRODUCTS. Notwithstanding anything to the contrary contained herein, if over any six-month period the quantity of TI's orders for TI Products falling within any particular process flow (e.g., the 33C10.c3 process flow) constitutes less than the lower of (i) one percent (1%) of the Anam total wafer manufacturing capacity in such period or (ii) 1,500 wafers, then Anam may notify TI in writing of its intention to exercise its rights under this Section 3.19, and after two and one-half years following such notice, Anam may refuse any further order for TI Products so falling within such process flow; provided, however, that if TI has (i) the same process flow qualified at a TI wholly-owned facility and (ii) available capacity for the manufacturing of such TI Products at such facility, then Anam may refuse any such further order after nine (9) months following such notice.

3.20 PERFORMANCE METRICS. TI and Anam shall share with each other, on a periodic basis, their respective data under the performance metrics as may be agreed between them and reports of their respective performance against such metrics.

ARTICLE 4.

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MANUFACTURING CHANGES

Both TI and Anam understand that the particular TI Product to be provided to TI for initial Product Qualification and as qualified by TI will define the applicable manufacturing process with respect to the manufacture of TI Products. After Product Qualification is successfully completed, Anam shall not make any changes to said manufacturing process(es) or the Specifications without the prior written instruction and consent of TI. Any unauthorized manufacturing changes by Anam which affect the form, fit, function or reliability of the TI Products shall render them unqualified. TI assumes no liability for the manufacture of unqualified TI Products. Any particular TI Product and its manufacture can become unqualified after Product Qualification if such formerly qualified TI Product subsequently falls below applicable Specifications. Changes to a particular TI Product or its manufacture may necessitate re-qualification. TI or Anam shall bear the costs associated with the foregoing as determined under the applicable TAA and this Agreement.

5.1.1       Throughout the Term, TI and/or TI's Affiliates (individually
            or collectively) shall, subject to only the conditions set
            forth in Section 5.03, purchase from Amkor, and Amkor shall
            sell (subject, inter alia, to Section 6.03) to TI, no less
            than the quantities of TI Products provided in this Section
            5.01, as follows:


            [*]

5.1.2       For the purpose of the foregoing the term "month" means
            calendar month; provided, however, that if the Phase 2
            Qualification Date does not occur at the beginning of a
            calender month, the Parties shall adjust the time periods set
            forth in Section 5.01.01 above accordingly.

5.1.3       TI shall purchase TI Products in accordance with Article 6
            below. Such purchases shall be at such prices and upon such
            terms as are set forth in this Agreement.

5.1.4       Notwithstanding the foregoing, TI shall not be deemed to be in
            breach of Sections 5.01.01(a) and 5.01.01(d) for so long as TI
            meets its minimum purchases obligations under such sections as
            determined on a rolling six-month average basis.

5.1.5       Anam and Amkor agree to take all reasonable commercial efforts
            to work with TI with respect to this Section 5.01.

5.02 CAPACITY. Regardless of Anam's actual manufacturing capacity, "Capacity" means, with respect to Phase 1, 15,000 wafer starts per month, and, with respect to Phase 2, 10,000 wafer starts per month, unless otherwise agreed.

5.03 CONDITIONS TO TI PURCHASE OBLIGATIONS. TI shall be relieved by Anam and Amkor of TI's obligation to purchase TI Products from Amkor pursuant to Section 5.01 only during the period and to the extent that: (i) Amkor and Anam have failed to achieve a sufficient number of Customer Qualifications to support such purchase obligations, such failure is the fault of Amkor or Anam and TI has used reasonable commercial efforts to obtain such Customer Qualifications; or (ii) Anam has materially failed to meet Specifications and TI Product performance specifications (e.g., cycle time, yield and delivery targets), and provided that in such case Anam and TI shall work together to remedy such failure.

5.4 C12 PRODUCTS.

5.4.1       Anam shall manufacture the 33C12X3L devices listed on Annex C
            that TI has redesigned for manufacture with the 25C10 process
            node ("C12 Products"). TI shall purchase from Amkor and Amkor
            shall sell to TI such C12 Products manufactured by Anam in
            quantities of, in 1998, [*], at a Fixed Wafer Price for wafers
            started through the first half of 1998 of [*], and for wafers
            started from and after the second half of 1998, [*], provided
            that the second half 1998 the Fixed Wafer Price will be
            increased as needed to maintain a 1998 average amount payable
            for all C12 Products of [*].



5.4.2       [*]


5.4.3       The C12 Products purchased pursuant to this Section 5.04 shall
            not apply to TI's loading obligations set forth in Section
            5.01.01.

5.4.4       Notwithstanding anything to the contrary set forth herein,
            including in Section 2.04, TI shall be responsible for the
            cost of any mask set used in the Product Qualification for any
            C12 Product and the initial mask set used in the manufacture
            of a C12 Product.

5.4.5       Except as otherwise provided in this Section 5.04, all C12
            Products will be treated as Phase 1 Products are treated
            hereunder.

                            ARTICLE 6.
                 TI FORECASTS AND PURCHASE ORDERS

6.1 ANNUAL QUANTITY PROJECTIONS. By the 15th of May of each year during the Term, TI shall provide to Amkor the annual quantities of Wafer Outs by technology node (e.g., C10, C07) estimated to be purchased from Amkor by TI for the upcoming three (3) to five (5) year time period (the "Annual Quantity Projections"). For purposes of this Agreement, "Wafer Outs" means finished wafers. Such Annual Quantity Projections shall be a good faith estimate by TI but shall be for informational purposes only and not constitute a binding purchase obligation of TI. The Annual Quantity Projections may be issued electronically.

6.2 FIXED LOADINGS. Subject to Article 5 above, TI shall purchase from Amkor, Amkor shall sell, and Anam shall manufacture, quantities and types of TI Products to the extent such quantities and types are deemed fixed in Forecasts and TI Start Plans issued in

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accordance with the following provisions of this Article 6.

6.3.1       At least two weeks prior to the start of each month, TI shall
            issue to Amkor a forecast (the "Forecast") of the monthly
            quantity of wafer starts by technology node (e.g., C10, C07)
            and process flow (e.g., 33c10x4L) to be purchased by TI from
            Amkor during the next twelve months. The first three months
            included in each Forecast shall be deemed fixed as to the
            quantity of wafer starts and the related technology nodes.
            Accordingly, the quantities of wafer starts and technology
            nodes specified for the first and second months of each
            Forecast shall be the same as the quantities of wafer starts
            and technology nodes specified for the second and third months
            of the immediately preceding Forecast.

6.3.2       The last nine months included in each Forecast shall be deemed
            fixed as to the quantity of wafer starts, except that in each
            Forecast, TI may increase or decrease the quantity of wafer
            starts specified for any of the last nine months of such
            Forecast (a "Subject Month") by up to an amount equal to five
            (5) percentage points of the Capacity specified in such
            Forecast for the corresponding month immediately preceding the
            Subject Month. Such forecasted amount, adjusted in accordance
            with the foregoing, shall be deemed fixed as to the quantity
            of wafer starts, unless further varied in subsequent Forecasts
            issued in accordance with this Section 6.03.02.

6.3.3       Nothing in this Section 6.03 shall restrict TI from specifying
            in its Forecasts quantities less than its minimum loading
            requirements under Section 5.01, provided TI satisfies those
            requirements on a six-month rolling average basis as set forth
            in Section 5.01.04.

6.4.1       On a daily basis, Monday through Friday, TI shall issue to
            Amkor a seven-day TI Start Plan (the "TI Start Plan"). The TI
            Start Plan shall specify device types, and quantities in terms
            of wafer starts for TI Products the production of which is to
            commence for each of the seven days covered by the TI Start
            Plan. TI shall issue each TI Start Plan at least 24 hours in
            advance of the first date (Korea time) covered by such TI
            Start Plan. The TI Start Plan will be issued electronically.
            The following table sets forth the day of the week (determined
            on the basis of Dallas, U.S., local time) on which each TI
            Start Plan is issued and the corresponding day (or days) of
            the week ("Fixed Days"), determined on the basis of Korean
            local time, for which the quantities set forth in such TI
            Start Plan shall be deemed fixed as to device

 TI Start Plan issuance Date, by            Fixed Days
 5:00pm Dallas, U.S. Local Time:
 Monday                                     Wednesday
 Tuesday                                    Thursday
 Wednesday                                  Friday
 Thursday                                   Saturday
 Friday                                     Sunday, Monday and
                                            Tuesday


6.4.2           Anam shall commence production of such device types
                  in such quantities as specified for each such Fixed
                  Day. The remaining days of each TI Start Plan shall
                  be for informational purposes only and shall not be
                  deemed fixed to any extent.

6.4.3           Anam shall produce TI Products, through the third
                  quarter of 1998, in lots of 6, 12 or 24 wafers, as
                  specified in TI Start Plans, and after such period,
                  in lot sizes to be agreed upon by the Parties, which
                  agreement shall be based in part on whether Anam
                  incurs materially higher per-die costs in the
                  production of smaller lot sizes.

6.5 SHIPPING INSTRUCTIONS. On Monday of each week, TI shall provide Amkor a Shipping Instruction Report identifying wafer shipments (including shipment destinations) that need to be made in the current week starting on that Monday.

6.6 FURTHER AGREEMENT. Nothing in this Article 6 shall restrict the Parties from agreeing from time to time on quantities and types of TI Products different from those deemed fixed pursuant to the foregoing provisions.

6.7.1           Anam shall provide to TI accurate multi-probe yield
                  ("MPY") and process yields estimates for Anam's
                  production of each TI Product device on a weekly
                  basis, or more frequently if there is a material
                  change in the estimated MPY or process yield last
                  communicated to TI.

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6.7.2 Anam acknowledges that the quantities of Wafer Outs TI specifies in TI Forecasts and of wafer starts TI specifies in the TI Start Plans are dependent on the accuracy of such MPY and process yield estimates, as provided by Anam. Therefore, if with respect to any particular TI Product device type, Anam's actual integrated yield (i.e., the cumulation of the MPY and the process yield) exceeds the integrated yield estimate last furnished by Anam to TI in time to allow TI to adjust its Forecast or the TI Start Plan accordingly, then the other provisions of this Article 6 notwithstanding, but subject to TI's rights elsewhere provided in this Agreement relating to inspection, quality, reliability, warranty and the like, TI shall purchase such excess of such device type, but only up to the Acceptable Yield Variance. For purposes hereof, the "Acceptable Yield Variance" means, through 1998, [*] and, after December 31, 1998, [*] Any such excess so purchased by TI shall count against TI's loading requirements elsewhere provided for hereunder.

6.8 UNNECESSARY VARIATIONS. TI and Anam shall each use commercially reasonable efforts to minimize unnecessary variations in order to achieve as nearly as possible linear weekly shipments.

6.9 PURCHASE ORDER PROCESS. Two weeks prior to the start of each quarter, at the same time as the Quarterly Forecast, TI shall supply to Amkor a written blanket purchase order. The purchase order shall be issued solely for administrative/invoicing purposes and shall only provide the estimated amount payable by TI to Amkor in U.S. Dollars. The purchase order shall not be binding in any respect. Any terms and conditions expressed in any purchase order or acknowledgment shall have no force and effect between the Parties.

6.10 REVISIONS. The Parties may agree in writing from time to time to revise the periods covered by the rolling forecasts, the forecasting and ordering process, the forecast and ordering data, and/or the technology by which the forecasts and orders are communicated to take advantage of more efficient and effective means of transacting business. During the Phase 1 node start-up period and until March 31, 1998, TI shall provide forecasted volume by device name. These data are for informational purposes only and do not constitute a formal start plan commitment by TI.

7.1.1  For TI Products delivered to TI in accordance with this
         Agreement, TI shall pay Amkor an amount (the "Price")
         calculated in accordance with this Article 7. [*]

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[*]

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[*]

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[*]

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[*]

ARTICLE 8.
SHIPPING, PAYMENT AND PACKAGING

8.1 SHIPMENTS. Shipments shall be made FCA (INCO Terms), Facility (the "FCA

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Point"), in accordance with the routing and "ship to" instructions in TI's shipping instructions. All title and risk of loss or damage shall pass from Amkor to TI upon Anam's delivery to the FCA Point, provided Anam has shipped the TI Products in accordance with TI's reasonable routing and "ship to" instructions and any other packing and shipping instructions. TI shall be responsible for all shipping, handling and insurance costs from the FCA Point to the destination of the shipment.

8.2 PAYMENT PROCEDURES.

8.2.1 On the day Anam makes shipment, Amkor shall send to TI a shipping notice containing the number of TI Products shipped, estimated amount payable, lot number, and purchase order number. Amkor shall also provide, at the end of each week, a weekly invoice and reconciliation statement showing all shipments made during the week and any special or incidental fees incurred that week as authorized by this Agreement (e.g., Hot Lot fees).

8.2.2 TI's payment shall be net thirty (30) days of each such weekly invoice and reconciliation statement.

8.3 DELIVERY.

8.3.1 Anam shall ship TI Products to TI's designated delivery points on the dates required to meet the cycle time requirements hereunder from the production start dates specified in TI Start Plans (the "Scheduled Shipment Date"), but in no event shall Anam ship TI Products sooner than three (3) days in advance of the Scheduled Shipment Date. Except for those TI Products which are subject to delays caused by holds or storage at the wafer bank, as described in Sections 3.14 and 3.15 respectively, in the event that any TI Products are not shipped in accordance with such delivery dates, Anam agrees to ship via air freight (or as directed by TI) and to pay for all extra costs.

8.3.2 In addition to the TI packing and shipping instructions, the TI Products shall be packaged in accordance with applicable TI Specifications and Korean Laws and U.S. laws to ensure safe arrival at TI's designated delivery point.

8.4 PACKING AND SHIPPING INSTRUCTIONS.

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8.4.1 Anam will properly pack and describe shipments in accordance with TI Specifications and applicable carrier and legal regulations. Shipments will be made at the lowest possible freight charges. TI may assist Anam by providing freight classifications or classifying material. Anam will insure or declare value on shipments except on parcel post, unless TI specifies otherwise. On shipment where value is declared, Anam will ship prepaid insured for a minimum of the equivalent of Fifty U.S. Dollars (U.S. $50.0) to facilitate tracing. If shipping by air carrier, Anam will ship freight prepaid. Anam shall consolidate the air and surface shipments on single bills of lading insofar as possible so as to avoid premium freight costs unless instructed otherwise by TI.

8.4.2 In case any shipment does not correspond to normal practice in the industry (e.g., require special handling shipments or air ride suspension, or air shipment over five hundred (500) pounds, or over one hundred twenty (120) inches long or wide or over fifty-six (56) cubic feet, etc.), Anam agrees to notify TI's appropriate traffic department seventy-two (72) hours prior to shipment for special shipping instructions.

8.4.3 Each box, crate or carton will show TI's full street address and TI Start Plans lot number regardless of how shipped. On air carrier shipments, a packing list shall accompany each container and shall describe the contents of such container. On all other shipments, Anam will provide a packing list to accompany each shipment, referencing the appropriate TI Start Plans lot number and purchase order number. The bill of lading also will reference the TI Start Plan lot number and purchase order number.

8.4.4 Anam is responsible for packing shipments correctly based on the carrier/mode utilized. Charges for packing and crating shall be deemed part of the Price and no additional charges will be made therefor unless specifically requested by TI on the TI Start Plans. Anam agrees to ship via the carrier specified by TI.

8.5 RETURN MATERIALS AUTHORIZATION. TI Products returned to Anam or Amkor pursuant to Sections 9.2 or 3.11 or as otherwise permitted hereunder shall be returned freight collect. To the extent reasonably practicable, replacement service by Anam or Amkor shall be made on an expedited, "courier", basis, to the extent practicable, not to exceed [*], from the date of return, at no additional expense to TI. Anam agrees to provide RMA as soon as reasonably possible, but not exceeding five (5) business days after return by TI.

8.6 CUSTOMER CANCELLATION. Upon a cancellation of an order by a TI customer on the basis of which customer order TI ordered a lot in production hereunder, of a lot already in production at the Facility, TI shall have the right to cancel such lot; provided, however that TI shall pay Amkor an amount equal to the Wafer Termination Amount (as defined in

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Section 2.4.4).

ARTICLE 9.
WARRANTIES AND LIABILITY LIMITATIONS

9.1 PRODUCT WARRANTY. Anam warrants to TI that the TI Products as delivered to TI hereunder will conform to the relevant Specifications and shall be free from any defects in material or workmanship for a period of [*] from the date of delivery to TI (hereinafter, the "Warranty Period").

9.2 PRODUCT WARRANTY REMEDY.

9.2.1 If, within the Warranty Period, any TI Products are in breach of the warranty set forth in Section 9.1, TI shall notify Anam promptly in writing of such breach, and Anam shall promptly, at TI's option, either (i) if Anam still has the capability to manufacture such TI Products, repair or replace such TI Products at no cost to TI or TI's customers, or (ii) credit to TI's account [*]. A Return Materials Authorization ("RMA") form previously issued by Anam must accompany any such returned TI Products. Such return shipment shall be made by TI, F.O.B. TI's shipping dock or such other shipping location as may be designated by TI.

9.2.2 If it is determined that a TI Product returned to Anam in accordance with the foregoing has not breached the warranty set forth in
Section 9.1, TI shall reimburse Anam the costs incurred by Anam in connection with Anam's treatment of such TI Product as a product subject to Section 9.2.1, including the return of such TI Product and the testing thereof.

9.3 ANAM AND TI INDEMNITY.

9.3.1 Anam will hold TI harmless from, and indemnify it against, all costs and damages, up to the total amount paid by TI to Amkor for a particular TI Product to which this indemnity relates, incurred by TI resulting from any claims made by third parties arising out of such TI Products manufactured by Anam, to the extent that such TI Product breached the warranty set forth in Section 9.1, provided the liability for such claims is not due to any intentional misconduct or gross negligence by TI (including without limitation, that of any TI employee or agent).

9.3.2 TI will hold Anam and Amkor harmless from, and indemnify them against,

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all costs and damages in excess of the total amount paid by TI to Anam or Amkor for a particular TI Product to which this indemnity relates, incurred by Anam or Amkor as a result of any claim against Anam or Amkor by any customer of TI with respect to such TI Product; provided, however, that in no case shall TI be obligated to hold Anam or Amkor harmless or indemnify Anam or Amkor against any claim arising out of the intentional misconduct or gross negligence of Anam or Amkor (including without limitation, that of any Anam or Amkor employee or agent).

9.4 SOLE WARRANTY.

9.4.1 WITH RESPECT TO TI PRODUCTS, THE WARRANTY SET FORTH IN SECTION 9.1 STATES ANAM'S AND AMKOR'S SOLE WARRANTY, AND SECTION 9.2.1 STATE TI'S SOLE REMEDIES FOR THE BREACH OF SUCH WARRANTY.

9.4.2 WITH RESPECT TO TI PRODUCTS, THE WARRANTIES IN THIS ARTICLE 9 ARE EXCLUSIVE AND STATED IN LIEU OF, AND ANAM AND AMKOR HEREBY DISCLAIM, ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND, EXCEPT AS PROVIDED IN SECTION 8 ("INDEMNITY BY ANAM") OF THE PHASE 2 TAA, NON-INFRINGEMENT. THE PARTIES NEITHER ASSUME NOR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR THE PARTIES ANY OTHER LIABILITIES IN CONNECTION WITH THE MANUFACTURE OR SALE OF SUCH PRODUCTS. THE WARRANTIES SHALL NOT APPLY TO ANY OF SUCH PRODUCTS WHICH HAVE BEEN REPAIRED OR ALTERED BY TI, EXCEPT AS AUTHORIZED BY ANAM, OR AMKOR, OR WHICH SHALL BE SUBJECTED TO MISUSE, NEGLIGENCE, ACCIDENT OR ABUSE BY TI OR ITS CUSTOMERS.

9.5 WARRANTY DISCLAIMER. ANAM AND AMKOR MAKE NO WARRANTY OR REPRESENTATION THAT THE TI PRODUCTS DELIVERED HEREUNDER ARE, OR WILL BE, SUITABLE FOR USE AS COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS OR ANY AVIATION, NUCLEAR, OR OTHER APPLICATION THAT PROTECTS, SUPPORTS, OR SUSTAINS LIFE, WHERE THE FAILURE OF SUCH COMPONENT TO PERFORM MAY RESULT IN SIGNIFICANT BODILY INJURY, CAUSE THE FAILURE OF, OR AFFECT THE SAFETY OR EFFECTIVENESS OF SUCH DEVICE, SYSTEM OR APPLICATION. NOTHING IN THIS SECTION 9.5 SHALL LIMIT THE WARRANTY UNDER SECTION 9.1.

9.6 LIABILITY LIMITATION. ANAM'S AND AMKOR'S TOTAL AGGREGATE LIABILITY TO TI ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING UNDER THIS

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ARTICLE, SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY TI TO AMKOR HEREUNDER.

EXCEPT FOR TI'S OBLIGATION TO PURCHASE AND PAY FOR TI PRODUCTS, TI'S TOTAL AGGREGATE LIABILITY TO ANAM AND AMKOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING UNDER THIS ARTICLE, SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY TI TO ANAM HEREUNDER.

IN NO EVENT SHALL ANY PARTY BE LIABLE FOR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR ANY OTHER SPECIAL, DIRECT, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE PARTY AGAINST WHOM LIABILITY IS ASSERTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

ARTICLE 10.

AMENDMENT OF CERTAIN PRIOR AGREEMENTS
The Parties agree that (i) Articles 5, 6, 7 and 8 and Sections 2.4 and 2.5 of the Phase 1 TAA, (ii) Sections III and IV of Annex A of the Phase 1 TAA, and
(iii) the Amendment to the Phase 1 TAA, dated September 29, 1997, each in their entirety, shall be of no further force or effect and shall be replaced and superseded by the terms and conditions of this Agreement. Except as stated in the foregoing, the Phase 1 TAA shall not be considered revised or amended in any way by this Agreement. The Amkor Marketing Agreement dated as of August 1997 among TI, Anam and Amkor shall be of no further force and effect and shall be replaced and superseded by Section 10.1.2 and Annexes B and C of the Phase 2 TAA.

ARTICLE 11.

TERM
This Agreement shall be effective upon its execution by the Parties and shall continue in effect, with respect to Phase 1 Products, throughout the Term of the Phase 1 TAA and with respect to Phase 2 Products, throughout the Term of the Phase 2 TAA (as defined therein) and throughout the term of any other TAA between TI and Anam to the extent those Parties agree.

ARTICLE 12.

CONFIDENTIALITY
This Agreement incorporates Article 10 of the Phase 2 TAA in its entirety herein by reference, and such article shall be considered as part of this Agreement so long as this Agreement is effective, provided, however, that nothing herein shall limit the survival of such obligations as set forth therein. Both Anam and Amkor expressly agree to be bound by Article 10 of the Phase 2 TAA.

13.1.1  Expiration or Termination of TAA. Unless extended, upon the
           expiration of the term or the termination of the last
           effective TAA, this Agreement shall terminate automatically
           but in accordance with any terms set forth in such TAA; or

13.1.2  Mutual Agreement of the Parties. The Parties may mutually
           terminate this Agreement, in which event the future
           relationship of the Parties shall be determined by the
           Parties; or

13.1.3  An Uncured Material Breach. Subject to Sections 13.2, 13.3 and
           13.4 of this Agreement, a Party may terminate this
           Agreement, and at its option, any TAAs, in the event of an
           uncured material breach hereof by the other Party. A
           material breach includes without limitation a curable breach
           that is not cured in accordance with Section 13.3.

13.2 RESOLUTION OF DISPUTES. It is the intent of the Parties that any breach of this Agreement be resolved in an amicable manner, to the fullest extent possible, and that any such resolution be reasonable in light of the rights and obligations of the Parties. If any breach should arise which cannot be resolved by the personnel of each Party directly involved, the following procedures of Sections 13.3 through 13.4 inclusive shall apply in each of the circumstances described below.

13.3 CURE. If either Party (the "Breaching Party") shall at any time breach this Agreement, without any material causative fault on the part of the other Party (the "Non-Breaching Party"), by failing to perform any provision of this Agreement, the Non-Breaching Party may advise of its intention to terminate this Agreement by providing formal written notice of breach pursuant to Section 14.13 to the Breaching Party specifying the breach. Notice for purposes of the foregoing provided other than in strict accordance with Section 14.13 will not be effective. Notwithstanding the foregoing, this Agreement will not be terminable if: (i) the breach specified in the notice is remedied within the sixty (60) day period following receipt of the notice by the Breaching Party or
(ii) if the breach reasonably requires more than sixty (60) days to correct, the Breaching Party has, within thirty (30) days from receipt of the notice of breach, begun substantial corrective action to cure the breach and submitted a written remediation plan to the Non-Breaching Party pursuant to Section 14.13 providing a detailed explanation of the steps to be taken to cure the breach as quickly as practicable, the Breaching Party diligently pursues such corrective action, and such breach is actually cured within ninety (90) days following receipt of the notice of breach. If any breach is not cured within the time permitted, the Non-Breaching Party shall have the right to issue a notice of termination of this Agreement within 90 days

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of the expiration of the foregoing cure period by giving written notice thereof to the Breaching Party. The Non-Breaching Party shall state in its notice of termination whether it intends to exercise its option to terminate any TAAs. Upon the giving of such notice of termination this Agreement shall terminate in accordance with Section 13.6. The Party receiving notice shall have the right to cure any such breach up to the date of the notice of termination. In the event of a material breach, the Non-Breaching Party shall have the right to suspend further implementation or effectuation of its obligations under this Agreement affected by such breach, and shall not be obligated to resume such activities until such breach has been cured. This Section 13.3 shall run concurrently with the conciliation process set forth in Section 13.4 below.

13.4 CONCILIATION PROCESS. At any time during the Term, upon the occurrence of one or more breaches under this Agreement, the Non-breaching Party shall promptly deliver written notification to the alleged Breaching Party setting out in reasonable detail and in clear and concise language the good faith basis for and the specifics of such breach. Within the applicable cure period provided in
Section 13.3, either Party has the right to demand the following meetings:

13.4.1 Upon fourteen (14) calendar days' notice, a meeting of the

           project coordinators for the purposes of, among other
           things:

           (a  assessing the good faith basis for the claimed breach;

           (b  defining, assessing and prioritizing the
               alternatives reasonably available to cure
               such breach or to correct the circumstances
               or situations that gave rise to such breach
               so as to make its reoccurrence unlikely; and

           (c  adopting by unanimous vote, one or more curative or
               corrective courses of action.

13.4.2  If, after meeting in accordance with Section 13.4.1,
           the project coordinators are unable to resolve the breach, a
           meeting of an advisory committee consisting of the
           Presidents of Amkor, Anam and the TI Executive Vice
           President responsible for the Semiconductor Group and two
           additional personnel of their choice, one of each from TI
           and Anam or Amkor for further attempts at resolution, upon
           fourteen (14) calendar days' notice.

13.4.3 If, after meeting in accordance with Section 13.4.2, such advisory committee is unable to resolve the dispute, a meeting of the respective Chief Executive Officer of each of TI and Anam or Amkor for the purpose of attempting to resolve the breach, upon fourteen calendar days' notice.

13.5 REMEDIES, INJUNCTIVE AND OTHER EQUITABLE RELIEF. Upon the failure to cure a

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material breach by either Party of any provision of this Agreement, the Non-Breaching Party shall have the right to pursue all available remedies at law or in equity that it may elect, including but not limited to specific performance or injunctive relief, in order to obtain the benefits which have been provided pursuant to this Agreement and the TAAs, or to obtain adequate recourse or compensation in the event the same are not so provided.

13.6 TERMINATION PROCEDURE. Following the issuance of a notice of termination by the Non-Breaching Party in accordance with Section 13.3, the Parties shall promptly meet and establish, in good faith, a reasonable transition plan that will permit for a period not to exceed two years: (i) Anam, subject to the payment of royalties under any TAA (including Section 5.3.1 of the Phase 2 TAA), to continue to use the technology provided to it under such TAA so that it will have the ability to continue in the foundry business using TI technology and at the same time transition to another process technology by the end of such period, and (ii) TI to continue to purchase TI Products from Amkor in the manner provided in this Agreement so that TI's supply of products will not be interrupted in such period while TI transitions to another source for such products. If during the transition period, Amkor or Anam repeatedly and materially fails to fulfill TI's reasonable requirements for TI Products, TI may terminate the transition period upon sixty days' notice.

13.7 FORCE MAJEURE.

13.7.1 Should either Party be prevented from performing its contractual obligations under this Agreement due to the cause or causes of force majeure such as new acts of war or aggression (declared or undeclared) by North Korea or other third country or economy, fire, storm, flood, typhoon or other severe weather conditions, earthquake, strike, student unrest, legal restraints, government or like interference, judicial action, accidental damage to equipment, as well as any other cause outside the control of that Party, that Party shall not be liable to the other Party for any delay or failure of performance caused by any of the above events. "Force majeure" shall include the failure to obtain such license(s) and other approvals, including export licenses, as are required by U.S. law or other applicable law for the equipment, software, technology and Products to be provided pursuant to the terms of this Agreement, except where such failure is due to a Party's breach of this Agreement.

13.7.2 In addition to providing notice in the manner set out in Section

          14.13, the Party affected by Force Majeure shall notify the other
          Party of the occurrence of any of the events set out in Section
          14.16.1 in writing by cable, telex, facsimile, or electronic mail
          within the shortest possible time.

13.7.3  Should the delay caused by any of the above events continue for
          more than ninety (90) days, the Parties shall settle the problem
          of further performance of the Agreement through friendly
          negotiations as soon

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as possible with the objective of restructuring the relationship among them such that the effects of such delay are minimized. If the Parties cannot agree on a mutually acceptable solution within six (6) months of any Party request for such negotiations either Party may terminate this Agreement and any TAAs to the extent permitted by, and in accordance with, Section 13.06.

ARTICLE 14.

MISCELLANEOUS

14.1 ANNEX. Annexes A, B and C of this Agreement are an integral part hereof. All amendments, supplements and alterations to this Agreement shall be made in written form and signed by the authorized representative of the Parties, and such shall thereafter form an integral part of this Agreement.

14.2 SEVERABILITY. In the event that any of the provisions of this Agreement, or portions thereof, or documents referenced herein are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby. If the purposes of this Agreement are substantially frustrated by any events contemplated by this Section 14.02, a Party may terminate this Agreement in the manner and as if the conditions of Section 13.01.02 existed.

14.3 CONFIDENTIALITY OF THIS AGREEMENT. No Party, without the prior written consent of the other, shall either issue or cause the issuance of a press release or public announcement or disclose to any third party the contents of this Agreement or the transactions contemplated hereby. Under this requirement a Party shall be permitted to disclose, under confidentiality and use restrictions, such terms of this Agreement as are reasonably required to be disclosed in response to reasonable requests made by governmental authorities or potential investors or lenders not affiliated with any semiconductor developer or manufacturer in the ordinary course of seeking governmental approvals or for obtaining debt or equity financing, bank credit or the like.

Notwithstanding the foregoing or anything to the contrary set forth in the TAAs, each party may disclose the existence of this Agreement and the general fact that the Parties have entered into a technology transfer agreement and this Agreement.

14.4 HEADINGS. The headings of the Articles and Sections of this Agreement are for reference purposes only and shall not be deemed to affect in any way the meaning or interpretation of the Articles to which they refer.

14.5 WAIVER. The failure on the part of any Party to exercise or enforce any rights conferred on it hereunder shall not be deemed to constitute a waiver of any rights nor operate to bar the exercise or enforcement of any rights at any time or at times thereafter.

14.6 FURTHER ACTIONS. The Parties agree to execute and deliver to each other all

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additional instruments, to provide all information, and to do or refrain from doing all further acts and things as may be necessary or as may be reasonably requested by any Party hereto, more fully to vest in, and to assure each Party of, all rights, powers, privileges, and remedies herein intended to be granted to or conferred upon such Party.

14.7 ASSIGNMENT. A Party shall not assign or delegate this Agreement or any right or duty under this Agreement or portion thereof (including an assignment or delegation by operation of law, other than in connection with a reincorporation) without the prior written consent of the other Parties. Notwithstanding the foregoing, TI may assign this Agreement or any obligation hereunder to any Subsidiary of TI upon written notice to Anam. In such event, TI shall guarantee such Subsidiary's performance of its obligations under this Agreement and such assignment obligation shall not release TI of any of its obligations hereunder. Notwithstanding the foregoing, Amkor and Anam may assign or delegate their rights and duties hereunder among themselves or to their respective Affiliates, provided that such assignment or delegation does not cause TI to incur any additional obligations or costs. In the event of such delegation or assignment, Amkor and Anam shall guarantee such Affiliate's performance of their obligations under this Agreement and such assignment obligation shall not release Amkor or Anam of any of their obligations hereunder. Amkor and Anam shall be jointly and severally liable for the obligations and liabilities of either of them under this Agreement. Any attempted assignment or delegation, other than the delegation expressly permitted in this Section 14.07, shall be null and void.

14.8 AMKOR-ANAM AGREEMENT. Amkor and Anam represent and warrant to TI that they will enter into and cause to remain in effect an agreement providing for, inter alia, Amkor and its Affiliates to sell all of Anam's wafer manufacturing capacity to third parties, including TI as contemplated by this Agreement.

14.9 NO THIRD PARTY BENEFICIARIES. Except as specifically set forth or referred to herein, nothing express or implied in this Agreement is intended to or shall be construed to confer upon or to give any person other than the Parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

14.10 ENGLISH. All correspondence of which any Party is a recipient or sender shall be in English. All documents which are issued in Korea pursuant to this Agreement shall be provided to TI in English translation.

14.11 INSURANCE. Anam shall obtain and maintain throughout the Term such kinds and amounts of insurance as are reasonable and customary in the trade, including but not limited to insurance covering product liability, theft, fire, worker's compensation, etc.

14.12 INTEGRATION. This Agreement, and the Phase 1 TAA and Phase 2 TAA, contain the entire understanding and agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all prior oral and written understandings and agreements relating thereto, and may not be modified, discharged or terminated except by the written consent of the Parties. In the event of any conflict between this Agreement and either the Phase 1 TAA or the Phase 2 TAA, the terms of this Agreement shall prevail.

14.13 NOTICES. All notices, orders and other communications related to the operations and transactions contemplated by this Agreement shall be transmitted to the appropriate Party in the manner set forth in the sections governing such notices, orders or communications, or as otherwise may be agreed. Any formal communications pursuant to this Agreement, including without limitation notices under Article 13 shall be served on each Party in writing via facsimile transmission (confirmed by registered letter), registered letter, telex or prepaid cable to the following persons at the following addresses and fax numbers:

if to TI:

Mr. Kevin Ritchie
13353 Floyd Road, M/S 344
Dallas, Texas 75243
Fax: 972 995-5086

with a copy to:

                  Dr. Kwang O. Park
                  222, Dodang-dong
                  Wonmi-gu, Buchon
                  Kyunggi-do, Korea 420-130
                  Fax:  032 683-8104
and
                  Mr. Eric R. Larson
                  MK Plaza
                  720 Park Boulevard  #230
                  Boise, ID  83706
                  Fax:  208 345-8199

with copies to:

                  Mr. Ki Chang Lee, Esq.
                  Hanol Law Offices

14th Floor, Oriental Chemical Building 50 Sokong-Dong, Chung-Ku Seoul, Korea 100-718 Fax: 82 32 598 4888

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and

Kevin Heron, Esq.

General Counsel
Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pa 19380
Fax: 610 431-7189

Selwyn B. Goldberg, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Rd.
Palo Alto, Ca 94304
Fax: 650 496-4006

14.14 GOVERNING LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of Texas, U.S.A., as applicable to contracts made and fully performed in Texas. The United Nations Convention on the International Sales of Goods shall not apply to this Agreement or any transactions contemplated by this Agreement. Anam and Amkor hereby irrevocably consent to the jurisdiction of the courts of the State of Texas and of Federal courts of the U.S.A. located in the State of Texas.

14.15 REMEDIES. The Parties acknowledge that no specified remedies, such as liquidated damages, are provided for in this Agreement for breaches of several of the obligations hereunder, such as the minimum purchase, forecasting, manufacturing and cycle time performance obligations. The Parties agree to review each Party's historical performance hereunder from time to time during the Term and discuss the appropriateness of agreeing on specified remedies in light of such performance. The Parties contemplate that the first such review shall take place in or around October 1998. The absence of any specified remedies herein shall in no event limit either Party's rights in law or in equity for breaches by the other.

ANAM INDUSTRIAL CO., LTD.                      TEXAS INSTRUMENTS INCORPORATED


By:________________________                    By:___________________________

Name: _____________________                    Name: ________________________

Title: ______________________                  Title: __________________________

Date: ______________________                   Date: _________________________

AMKOR ELECTRONICS, INC.

By:________________________

Name: _____________________

Title: ______________________

Date: ______________________

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ANNEX A

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ANNEX B
PERCENTAGE COMPLETION TABLE EXAMPLE:

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ANNEX C

C12 DEVICES

LC541
LC545
LC546
LC548
F452654
F452659