S-8

As filed with the Securities and Exchange Commission on July 26, 2005

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact Name of Registrant as Specified in Its Charter)

UNITED MICROELECTRONICS CORPORATION

(English Translation of Registrant’s Name)

Taiwan, Republic of China	None
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

No. 3 Li-Hsin Road II, Hsinchu Science Park

Hsinchu City, Taiwan, ROC

(Address of Principal Executive Offices)

Employee Stock Option Plan for Employees

2004 Employee Stock Option Plan for Employees

(Full title of the Plans)

Peter Couture

Law + 993 Highland Circle

Los Altos, CA 94024

(650) 986-8855

(Name, Address, and Telephone Number of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered (1)		Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, NT$10.00 par value per share	15,140,000 common shares	(3)	$0.83	$12,566,200.00	$1,479.04

(1) This Registration Statement shall also cover any additional shares of Registrant’s common stock in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant common stock.

(2) Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the weighted average exercise price of shares subject to outstanding stock options ($0.85/share under the Employee Stock Option Plan for Employees and $0.63/share under the 2004 Employee Stock Option Plan for Employees).

(3) Represents shares reserved for issuance upon the exercise of stock options outstanding under the Employee Stock Option Plan for Employees (13,570,000 shares) and the 2004 Employee Stock Option Plan for Employees (1,570,000 shares).

TABLE OF CONTENTS

PART II
Item 3.	Incorporation of Documents by Reference	II-1
Item 4.	Description of Securities	II-1
Item 5.	Interests of Named Experts and Counsel	II-1
Item 6.	Indemnification of Directors and Officers	II-1
Item 7.	Exemption from Registration Claimed	II-1
Item 8.	Exhibits	II-2
Item 9.	Undertakings	II-2
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

United Microelectronics Corporation (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004 filed with the Commission on June 29, 2005 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above.

(c) The description of the Registrant’s common stock contained in the Registrant’s Form 8-A filed September 11, 2000, pursuant to Sec. 12 of the Exchange Act and any amendment or report filed to update such description.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The relationship between the Registrant and its directors and officers is governed by the ROC Civil Code, ROC Company Law and the Registrant’s articles of incorporation. There is no written contract between the Registrant and its directors and officers governing the rights and obligations of these parties. Each person who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or competed action, suit or proceeding by reason of the fact that that person is or was a director or officer of the Registrant, in the absence of willful misconduct or negligence on the part of that person in connection with that person’s performance of duties as a director or officer, as the case may be, may be indemnified and held harmless by the Registrant to the fullest extent permitted by applicable law.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Articles of Incorporation of United Microelectronics Corporation, as currently in effect.	20-F	001-15128	1.1	June 29, 2005
5.1	Opinion and Consent of Chen and Lin					X
23.1	Consent of Diwan, Ernst & Young, Independent Registered Public Accounting Firm.					X
23.2	Consent of Chen and Lin (contained in Exhibit 5.1).					X
24	Power of Attorney (incorporated by reference to the signature page of this Registration Statement).					X
99.1	Employee Stock Option Plan for Employees.					X
99.2	Form of Stock Option Agreement for UMC Group Employees.					X
99.3	Form of Stock Option Agreement for Foundry Employees.					X
99.4	2004 Employee Stock Option Plan for Employees.					X
99.5	Form of Stock Option Agreement for UMC Group Employees under the 2004 Plan.					X
99.6	Form of Stock Option Agreement for Foundry Employees under the 2004 Plan.					X

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement - notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set for the in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the Securities Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hsinchu, Taiwan, R.O.C., on July 26, 2005.

United Microelectronics Corporation
By:	/s/ Jackson Hu
	Jackson Hu,
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of United Microelectronics Corporation, a corporation organized under the laws of Taiwan, Republic of China, do hereby constitute and appoint Jackson Hu, Robert H.C. Tsao, John Hsuan and Peter Chang, Stan Hung and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this S-8 Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jackson Hu Jackson Hu	Chief Executive Officer and Director (Principal Executive Officer)	July 26, 2005
/s/ Stan Hung Stan Hung	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 26, 2005
/s/ Robert H.C. Tsao Robert H.C. Tsao	Chairman of the Board and Managing Director	July 26, 2005
/s/ John Hsuan John Hsuan	Vice Chairman of the Board and Managing Director	July 26, 2005

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/s/ Peter Chang Peter Chang	Vice Chairman of the Board and Managing Director	July 26, 2005
/s/ Ching-Chang Wen Ching-Chang Wen	Director and Business Group President	July 26, 2005

Signature Of Authorized Representative Of United Microeletronics Corporation

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of United Microelectronics Corporation in the United States of America, has signed the Registration Statement.

Law+, P.C.
By:	/s/ Peter Couture
Name:	Peter Couture
Title:	Chief Executive Officer of Law+, P.C.

II-5

EXHIBIT INDEX

Exhibit Number		Incorporated by Reference				Filed Herewith
	Exhibit Description	Form	File No.	Exhibit	Filing Date
4.1	Articles of Incorporation of United Microelectronics Corporation, as currently in effect.	20-F	001-15128	1.1	June 29, 2005
5.1	Opinion and Consent of Chen and Lin					X
23.1	Consent of Diwan, Ernst & Young, Independent Registered Public Accounting Firm.					X
23.2	Consent of Chen and Lin (contained in Exhibit 5.1).					X
24	Power of Attorney (incorporated by reference to the signature page of this Registration Statement).					X
99.1	Employee Stock Option Plan for Employees.					X
99.2	Form of Stock Option Agreement for UMC Group Employees.					X
99.3	Form of Stock Option Agreement for Foundry Employees.					X
99.4	2004 Employee Stock Option Plan for Employees.					X
99.5	Form of Stock Option Agreement for UMC Group Employees under the 2004 Plan.					X
99.6	Form of Stock Option Agreement for Foundry Employees under the 2004 Plan.					X

EX-5.1

Exhibit 5.1

Chen & Lin

Attorneys at Law

105   205   4 

Bank Tower, 4th Floor, 205 Tun Hwa North Road,

Taipei, Taiwan 105

Tel: 886-2-2715-0270 Fax:886-2-2518-7510

E-mail:attorneys@chenandlin.com

http:// www.chenandlin.com

July 22, 2005

United Microelectronics Corporation

No. 3 Li Hsin Road II

Science Park Administration

Hsinchu, Taiwan

Republic of China

Dear Sirs:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by United Microelectronics Corporation, a corporation organized under the laws of Taiwan, Republic of China (“UMC” or the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about July 21, 2005 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 15,140,000 shares of UMC Common Stock (the “Shares” with a par value of NT$10 per share), subject to issuance by the Company upon the exercise of stock options (the “Options”) granted by UMC under the Employee Stock Option Plan for Employees and 2004 Employee Stock Option Plan for Employees. In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1) a certified photocopy of the Company’s Articles of Incorporation as last amended on June 13, 2005;

(2) photocopy of the latest company registration card of the Company issued by the Science Park Administration dated June 30, 2005;

(3) photocopies of the minutes of the respective meetings of the Company’s Board of Directors at which the respective stock option plans were adopted, dated September 23, 2003, and August 26, 2004, furnished to us by the Company;

(4) an extract from Market Observation Post System, internet accessible database, dated July 14, 2005, showing the aggregate number of the options granted by the Company under the respective stock option plans as of such date;

(5) the Employee Stock Option Plan for Employees, and the 2004 Employee Stock Option Plan for Employees; and

United Microelectronics Corporation

July 22, 2005

Page 2

(6) photocopies of the respective letters issued by the ROC Securities and Futures Commission (“SFC”) stating the effective date of the respective stock option plans (dated October 8, 2003 (Ref. Tai-Tsai-Jeng-(1)-Tze-0920147460) for the Employee Stock Option Plan for Employees and issued by the Financial Supervisory Commission, Executive Yuan, R.O.C. (“FSC”) dated September 30, 2004 (Ref. Chin-Kuan-Jeng-(1)-Tze-0930144470) for the 2004 Employee Stock Option Plan for Employees).

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any such document and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the Options under the respective stock option plan have been, or will be when granted, duly issued and the certificates representing the Shares have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and such additional examination. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters; however, we are not aware of any facts that would cause us to believe that the opinion expressed herein is not accurate.

Based upon the foregoing, it is our opinion that the 15,140,000 Shares that may be issued and sold by the Company upon the exercise of the Options, initially in the form of the certificate of payment, when issued, sold and delivered in accordance with the applicable stock option plan and in the manner and for the consideration stated in the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable.

We have also examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records and documents of public officials and the Company, and we have made such investigations of such ROC laws as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photocopies, and the authenticity of the originals of such latter documents.

United Microelectronics Corporation

July 22, 2005

Page 3

Based upon the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing as a company limited by shares under the laws of the ROC.

2. The Common Shares have been duly authorized and, when paid for, issued and delivered pursuant to the applicable plan, will be validly issued, fully-paid and non-assessable.

We hereby consent to the use of this opinion in, and the filing hereof as an Exhibit to the Registration Statement covering the Shares filed with the United States Securities and Exchange Commission on or about the date hereof. In giving this opinion, we do not thereby admit that we come within the category of person whose consent is required under Section 7 of the Act or the regulations promulgated thereunder and we express no opinion other than as to legal matters and to the laws of the ROC. This opinion covers the laws of the ROC as of the date hereof and we shall have no obligation to update this opinion from time to time to reflect changes in such laws.

Very truly yours,

/s/    CHE-HUNG CHEN

Che-Hung Chen

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Employee Stock Option Plan for Employees and the 2004 Employee Stock Option Plan for Employees of United Microelectronics Corporation of our report dated June 10, 2005, with respect to the consolidated financial statements of United Microelectronics Corporation included in its Annual Report (Form 20-F) for the year ended December 31, 2004 filed with the Securities and Exchange Commission.

/s/ Diwan, Ernst & Young

Taipei, Taiwan

Republic of China

July 25, 2005

EX-99.1

EXHIBIT 99.1

United Microelectronics Corporation Limited

Employee Stock Option Plan for Employees (translation)

1. Plan Objectives:

The stock option plan (the “Plan”) is designed to: attract and retain the talents of skilled employees who are needed for the development of United Microelectronics Corporation Limited (the “Company”), provide incentives for employees to stay on their jobs, and boost employees’ loyalty to the Company, all in a way that benefits both the Company and its shareholders.

2. Issue Period:

All stock options will be granted within one year of the plan’s approval by Taiwan’s securities regulatory authority. The options may be granted in whole or tranches. The Chairman of the Company’s Board of Directors (the “Chairman”) will decide the actual date or dates on which options will be granted.

3. Manner of Settlement:

The exercise of an option will be settled by issuing new shares.

4. Eligibility:

All regular employees of the Company, or of any of its domestic and overseas affiliated companies, are eligible for the grant of stock options under the plan, but the base date for eligibility will only be determined by the Chairman. In practice, eligible employees and the number of options granted to an employee will be determined by a number of factors, including seniority, job grade, job performance, contribution, special achievement and other conditions deemed relevant by the management. The grant of options to respective employees will be finalized following the approval of the Chairman and consent of the board of directors.

In case an optionee violates the employment agreement, work rules or other Company rules, the Company may, depending on the severity of the violation, revoke, in whole or in part, the vested, unexercised options of said employee.

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The number of options granted to any single employee shall not exceed ten percent (10%) of all options granted and the number of shares any single employee may purchase in each fiscal year under this stock option plan shall not exceed one percent (1%) of the total shares issued at the year-end.

5. Volume of Issue:

The total number of options to be issued under this stock option plan is 150,000,000 options, where each option gives employee the right to purchase one share of Company’s common stock. The total number of new shares of common stock to be issued for settlement of the options granted shall be 150,000,000 shares.

6. Terms:

a. Exercise price: The exercise price for the shares is the market closing price of Company’s common shares on the day the options are issued (granted).

b. Vesting Schedule: Every option expires on the sixth anniversary of its date of grant (the Expiration Date) and upon expiration, unexercised shares are deemed forfeited and the optionee may no longer claim the right to exercise the option and purchase those shares.

Unless the options are otherwise revoked in part or in whole, options vest (become exercisable) by the following schedule:

(1) 50% of the shares two years after the grant, i.e. 50% of the option shares vest on the second anniversary of the grant date.

(2) 75% of the shares three years after the grant, i.e. an additional 25% of the option shares vest on the third anniversary of the grant date.

(3) 100% of the shares three years after the grant, i.e. an additional 25% of the option shares vest on the fourth anniversary of the grant date.

c. Type of share underlying the options: common shares of the Company.

d. Following the date of termination of service as an employee with the Company (the Termination Date), the option may remain exercisable, if not revoked, for a period of time as follows:

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(1) In case of voluntary termination by employee:

The option, to the extent (and only to the extent) that it would have been exercisable by the employee on the Termination Date, may be exercised during the thirty (30) days following the Termination Date, provided that such period may be extended by the number of those days that fall within a closed period, as set forth in Article 8(e), but in any event no later than the Expiration Date. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the employee. Unvested options lapse on the employee’s Termination Date.

(2) In case of retirement:

The option may be exercised for the remaining shares, except that if the Termination Date occurs prior to the second anniversary of the date of grant of the option, then the option will not be exercisable in full until that second anniversary. The option will terminate and cease to be exercisable on the earlier to occur of either: (a) the Expiration Date and (b) the later of: (i) the first anniversary of the Termination Date and (ii) the third anniversary of the option’s date of grant. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the employee.

(3) In case of death of general cause (i.e., death is not due to occupational casualty):

The option, to the extent (and only to the extent) that it would have been exercisable by the employee on the Termination Date, may be exercised on the date of death, by the employee’s heir(s) within one year from the Termination Date, but in any event no later than the Expiration Date. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the heir(s) of employee. Unvested options of the employee will lapse on the day of death of said employee.

(4) In case of occupational casualty:

(a) Unless otherwise specified by law, the option may be exercised for the remaining shares, except that if the Termination Date occurs prior to the second anniversary of the date of grant of the option, then the option will not be exercisable in full until that second anniversary. The option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the

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first anniversary of the Termination Date and (B) the third anniversary of the option’s date of grant. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the employee.

(b) Unless otherwise specified by law, the option may be exercised by the heir(s) of an employee who dies from an occupational casualty the option may be exercised for the remaining shares, except that if the Termination Date occurs prior to the second anniversary of the date of grant of the option, then the option will not be exercisable in full until that second anniversary. The option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the option’s date of grant. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the heir(s) of said employee.

(5) In case of transfer:

In case an employee requests for transfer to an affiliated company or another company, the options granted to said employee shall be settled in accordance with Article 6.d(1) hereof or by the related rules specified for dismissal under the Labor Law of ROC. However, if the Company, due to business needs, initiates the transfer, then options granted to said employee are not subjected to change.

(6) In case of leave without pay:

The option may be exercised for then-vested shares within thirty (30) days starting from the date of commencing such leave, provided that such period may be extended by the number of those days that fall within a closed period, as set forth in Article 8.e, but in any event no later than the Expiration Date. Exercisability of the option will then be suspended. Vesting is suspended immediately upon commencing such leave. If the employee returns to employment with the employer approving the leave without pay, then the option will be exercisable and the vesting dates remaining at the time exercisability of the option was suspended shall each be postponed by the number of days of such leave without pay. However, with respect to any vesting installment on any postponed vesting date, such vesting installment shall not occur if such postponed vesting date falls after the Expiration Date.

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(7) In case of layoff:

The option, to the extent (and only to the extent) that it would have been exercisable by the employee on the Termination Date, may be exercised during the thirty (30) days following the Termination Date, provided that such period may be extended by the number of those days that fall within a closed period, as set forth in Article 8(e), but in any event no later than the Expiration Date. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the employee. Unvested options of the employee will lapse on the day said employee is terminated, unless otherwise approved by the Chairman.

(8) Termination of employment due to other causes:

In case of termination or adjustment of employment under circumstances other than those described above, the Chairman, shall adjust the grant period and vesting schedule for the options, as the Chairman deems necessary or desirable, including, without limitation, immediate termination and lapse of the options.

(9) Options not exercised by employee or his/her heir(s) during the period specified in Article 6.b. hereof shall be deemed forfeited.

e. Options are not transferable except by will or the laws of descent and distribution.

f. The Company will cancel all options forfeited by the employee or revoked by the Company without reissue.

7. Adjustment of Exercise Price:

After the issuance of the option, unless the Company increases its capital by surplus and/or capital reserve, the exercise price shall not be adjusted. The exercise price shall be computed by the following formulae:

(Computation up to hundredths of New Taiwan dollars and the fraction is rounded off at 4 to become 5)

Adjusted subscription price =

[ (Exercise price before adjustment ×shares issued) + (Amount paid for each share × number of new shares issued) ] ÷(shares issued + number of new shares issued)

a. Shares issued refer to total number of common stocks issued, including the number of treasury shares which have not been cancelled or transferred, but excluding outstanding entitlement certificates issued in connection with the Plan or convertible bonds.

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b. In the case of free distribution of shares, the amount paid for each share shall be zero.

c. If the exercise price after adjustment exceeds the exercise price before adjustment, no adjustment shall be made.

8. Procedure for Exercising Options:

a. Except the pre-defined closed period or a period in which exercise of options is not permitted by relevant laws and regulations or otherwise stipulated under the Plan, the option holder may, in accordance with Article 6(b) of the Plan hereof, exercise the right to purchase share by submitting the written request (exercise form) to the Company’s stock transfer agent, SinoPac Securities Co.’s department of securities affairs.

b. After the written request is accepted by the Company’s stock transfer agent, SinoPac Co.’s department of securities affairs, the subscriber will be notified for payment at a designated bank. The exercise of option is irrevocable once the payment is made.

c. Unless otherwise stipulated in the Plan hereof, upon confirmation of payment the Company’s stock transfer agent, SinoPac Securities Co.’s department of securities affairs shall register the number of shares exercised in the shareholders records and, within 5 business days, issue the entitlement certificates.

d. As of the date the entitlement certificates, the entitlement certificates are tradable upon the delivery.

e. The pre-defined closed period for exercise mentioned under Article 8(a) above shall refer to:

(1) 7 business days prior to the date of the Board meeting in preparation for the annual shareholder’s general meeting, including the day on which the board meeting is being held, till the stock dividend record date or dividend record date, whichever comes later. When there is no distribution of dividend for the year as resolved by the annual shareholder’s general meeting, the final day shall end on the date on which the shareholder’s annual general meeting was held.

(2) From the Board meeting date which the merger record date is determined till the merger record date; or from the Board meeting date which stock split record date is determined till the stock split record date; or from the Board meeting date which dividend record date is determined till dividend record date.

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9. Settlement for Common Shares:

a. During each fiscal year, the Company establishes the following three dates as the consolidation dates on which the Company proceeds with the application for updating paid-in capital and issuance of new shares with the relevant regulatory authority.

(1) 7 business days prior to the annual boarding meeting (including the board meeting date) in preparation for the annual shareholder’s general meeting.

(2) September 28.

(3) December 28.

b. In conjunction with the update registration for paid-in capital, all option holders that have submitted the Request for Exercise Form with the Company’s stock transfer agent, SinoPac Securities Co.’s department of securities affairs and paid in full prior to the consolidation date, (excluding consolidation date), may participate in the update registration for paid-in capital.

c. After completion of the update registration for paid-in capital, printing of the common share certificate, certification and all necessary procedures, the Company shall issue the common shares for settlement.

10. Rights and Obligations after Exercising options:

The holders of entitlement certificates of the Company issued under the Plan shall have the same rights and obligations as holders of common shares of the Company.

11. Taxes:

All Option holders that have exercised shall pay related taxes as specified under the taxations laws of the Republic of China.

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12. Confidentiality and Restrictions on Disposal:

a. All employees who receive stock options of the Company must keep the matter confidential without inquiring other employees for information or disclosing related information to others, including but not limited to the quantity of options received and the interest related thereof. In case an employee breaches this provision, the Company may revoke the unexercised options of said employee.

b. In case an employee, after receiving the grant of options, is found to grossly violate the employment agreement, Company work rules or other Company rules, the Company has the right to immediately revoke the unvested options as well as vested, but unexercised options of said employee, and demand compensation from said employee equivalent to all profits said employee has earned from exercising his/her options in the span of two years before the date of gross violation. The computing formula for the profits is: (the market price on the date of exercise less the exercise price) × number of shares.

c. Employees shall not transfer, hypothecate, or pledge their options and vested interest, or give them to others as gift or dispose them in any other manner.

13. Enforcement Rules:

With respect to matters concerning the name list, seal, payment, issuance of share certificate, and other related procedure, operation details and timing, the Company’s stock transfer agent, SinoPac Securities Co.’s department of securities affairs shall notify each option holders separately.

14. Other Important Provisions:

a. The Rules herein shall come into force following resolution by the board of directors and approval by the regulatory authority. In case of changes in ordinance, reversal of decision by the regulatory authority or change in the objective environment, the Company may amend the Rules herein by the resolution of the board of directors and approval by the regulatory authority.

b. For matters not specified herein, relevant laws and regulations of the Republic of China shall govern.

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EX-99.2

EXHIBIT 99.2

UNITED MICROELECTRONICS CORPORATION

EMPLOYEE STOCK OPTION PLAN FOR EMPLOYEES

(APPROVED BY THE TAIWAN SEC ON OCTOBER 8, 2003)

STOCK OPTION AGREEMENT

FOR EMPLOYEES OF UMC GROUP (USA), A SUBSIDIARY OF UNITED

MICROELECTRONICS CORPORATION

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between United Microelectronics Corporation, a corporation organized under the laws of Taiwan, the Republic of China (the “Company”), and the employee named below as the “Participant” (who is, on the Date of Grant, an employee of the Company’s subsidiary, UMC Group (USA) (the “Employer”)). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Stock Option Plan (the “Plan”).

Participant:
Social Security Number:
Address:
Total Option Shares:
Exercise Price Per Share:	NT$            , the closing price of Common Stock on the Taiwan Stock Exchange on the Date of Grant
Date of Grant:
First Vesting Date:	the second anniversary of the Date of Grant above
Expiration Date:	the sixth anniversary of the Date of Grant above
Type of Stock Option:	Nonqualified Stock Option (“NQSO”)

1. GRANT OF OPTION. The Company hereby grants to Participant an option (this “Option”) to purchase the total number of shares of Common Stock of the Company set forth above as Total Option Shares (the “Shares”) at the Exercise Price Per Share set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan.

2. VESTING OF OPTION.

2.1 Vesting of Option. Provided Participant continues to provide services as an employee to Participant’s employer on the Date of Grant (or the Company or any subsidiary or parent company of the Company (and such company will thereafter be the “Employer” for purposes of this Option) if such transfer is initiated for business needs by your employer, the Company or any subsidiary or parent company of the Company) the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set forth on the first

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page of this Agreement; (ii) on the First Vesting Date the Option will become vested and exercisable as to fifty percent (50%) of the Shares; and (iii) thereafter, each year on the anniversary of the First Vesting Date the Option shall vest as to twenty-five percent (25%) of the Shares until the Shares are vested with respect to one hundred percent (100%) of the Shares. If application of the vesting percentage causes a fractional share with respect to a vesting installment other than the third vesting installment of this vesting schedule, such share shall be rounded down to the nearest whole share and the fractional share shall not vest until the third vesting installment (if any).

2.2 Vested and Unvested Shares. Shares that are vested pursuant to the schedule set forth in Section 2.1 are “Vested Shares.” Shares that are not vested pursuant to the schedule set forth in Section 2.1 are “Unvested Shares.”

2.3 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 3 below and pursuant to Articles 4 and 6.d of the Plan.

3. TERMINATION. For purposes of this Section 3, “Termination Date” means the date on which Participant’s employment with the Employer terminates, as set forth below.

3.1 Voluntary Termination. If Participant voluntarily terminates employment with the Employer, then the Option, to the extent (and only to the extent) exercisable on the Termination Date, may be exercised by Participant within thirty (30) days after the Termination Date, provided that such period may be extended by the number of days in such thirty (30) days that fall within a “closed period” as set forth in the Plan (a “closed period”) but in any event no later than the Expiration Date. To the extent not exercised within the exercise period set forth in this Section 3.1 the Vested Shares then subject to this Option will be deemed forfeited by the Participant. The Option lapses as to Unvested Shares on the Termination Date.

3.2 Retirement. If Participant’s Termination Date is due to retirement, then this Option may be exercised by Participant as to all of the shares then subject to the Option, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (a) the Expiration Date and (b) the later of: (i) the first anniversary of the Termination Date and (ii) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.2 the Vested Shares then subject to this Option will be deemed forfeited by the Participant.

3.3 Death of General Cause. If Participant’s Termination Date is due to death (other than occupational casualty), then this Option, to the extent exercisable by Participant on the Termination Date, may be exercised by Participant’s heir(s) within one (1) year from the date of Participant’s death, but in any event no later than the Expiration Date. To the extent not exercised within the exercise period set forth in this Section 3.3 the Vested Shares then subject to this Option will be deemed forfeited by the Participant’s heir(s). The Option will lapse as to Unvested Shares on the Termination Date.

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3.4 Occupational Casualty.

(a) Unless otherwise specified by law, if the Termination Date occurs due to occupational casualty (as used in the Plan), then this Option may be exercised by the Participant as to all of the Shares, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.4(a) the Vested Shares then subject to this Option will be deemed forfeited by the Participant.

(b) Unless otherwise specified by law, if the Termination Date occurs due to death from occupational casualty (as used in the Plan), then this Option may be exercised by the Participant’s heir(s) as to all of the Shares, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.4(b) the Vested Shares then subject to this Option will be deemed forfeited by the Participant’s heir(s).

3.5 Transfer of Employment. If Participant requests to transfer employment to a company affiliated with the Company, then such transfer shall be treated as a Termination Date pursuant to Section 3.1 above. If the Company or the Employer initiates the transfer for business needs (as used in the Plan), then the date of such transfer will not be a Termination Date for purposes of this Option and the employer of Participant immediately after such transfer shall be the “Employer” for purposes of this Option.

3.6 Leave without Pay. If the Employer approves Participant taking a leave without pay under Article 6.d(6) of the Plan, then this Option may be exercised by Participant for then-vested shares within the thirty (30) days starting from the date of commencing such leave, provided that such period may be extended by the number of those thirty (30) days that fall within a closed period, as set forth in Article 8.e of the Plan, but in any event no later than the Expiration Date. Exercisability of this Option will then be suspended. Further vesting of this Option is suspended immediately upon commencing such leave without pay. If Participant returns as an employee of the Employer, then this Option will be exercisable and the vesting dates remaining at the time further vesting of this Option was suspended shall each be postponed by the number of days of Participant’s leave without pay. However, with respect to any vesting installment on any postponed vesting date, such vesting installment shall not occur if the date on which such vesting installment would occur after making the adjustment in the date called for hereunder would fall after the Expiration Date. Instead, the shares in such vesting installment will be deemed forfeited by the Participant.

3.7 Layoff. If the Termination Date occurs due to a layoff (as used in the Plan), then this Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant within thirty (30) days

3

after the Termination Date, provided that such period may be extended by the number of days in such thirty (30) days that fall within a closed period, but in any event no later than the Expiration Date. To the extent not exercised within such exercise period, the Vested Shares then subject to this Option will be deemed forfeited by the Participant. The Option, as to Unvested Shares, will lapse upon the Termination Date, unless otherwise approved by the Chairman of the Board of Directors of the Company (the “Chairman”).

3.8 Termination Date Due to Other Reason. In the event a Participant’s employment with the Employer terminates for a reason other than those set forth in Sections 3.1 through 3.7 above, the Option shall be governed by the vesting schedule set forth in Section 2.1 above and shall expire on the Expiration Date, unless otherwise approved by the Chairman.

3.9 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any parent or subsidiary of the Company, or limit in any way the right of the Company or any parent or subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.

4. MANNER OF EXERCISE.

4.1 Stock Option Exercise Agreement. To exercise the Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s heir(s) or legal representative, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Board of Directors of the Company from time to time (the “Exercise Agreement”). If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

4.2 Limitations on Exercise. Participant may not exercise the Option during a “pre-defined closed period”, as set forth in Articles 8.a and 8.e of the Plan, or as otherwise set forth in the Plan. The Option may not be exercised unless such exercise is in compliance with all applicable Taiwanese, and U.S. federal and state securities laws, as they are in effect on the date of exercise.

4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in any form of consideration permitted by the Company under the Plan.

4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable foreign, federal, state and local withholding obligations of the Company.

4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the “entitlement certificate” representing the Shares. Participant may exchange the entitlement certificate for Shares as set forth in Article 9 of the Plan.

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5. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance by the Company and Participant with all applicable requirements of foreign, federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

6. RESTRICTIONS ON OPTION.

6.1 Non-transferability of Option. The Option may not be transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised during the lifetime of Participant only by Participant or in the event of Participant’s death or incapacity, by Participant’s heir(s) or legal representative, as the case may be. The terms of the Option shall be binding upon the executors, administrators, and heir(s) of Participant.

6.2 Confidentiality. In the event a Participant breaches the Company’s rules regarding confidentiality, as set forth in Article 12.a of the Plan, the Company may revoke such Participant’s Option to the extent unexercised, except as prohibited by law.

6.3 Misconduct. In the event a Participant is found to have grossly violated Participant’s employment contract, the Employer’s codes of conduct or other rules of the Company or the Employer (a “Gross Violation”), the Company may immediately revoke the Option, both as to Unvested Shares and as to Vested Shares which have not been exercised, and may demand that the Participant pay the Company an amount equal to the profits Participant has received from exercise of the Option within the two (2) years prior to the date of the Gross Violation, except as prohibited by law.

7. TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and state tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

7.1 Exercise. There may be a regular federal and state income tax liability upon the exercise of the Option. Participant 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 Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Employer, the Company or Employer may be required to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

7.2 Disposition of Shares. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long-term capital gain. The Company or the Employer may be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income.

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8. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a shareholder with respect to any Shares until the Shares are issued to Participant.

9. INTERPRETATION. Any dispute regarding the interpretation of this Agreement shall be submitted to the Chairman for review. The resolution of such a dispute by the Chairman shall be final and binding on all persons having an interest in this Option.

10. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. In the event any provision of this Agreement is found to be inconsistent with the terms of the Plan, the terms of the Plan shall govern.

11. NOTICES. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated above or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile, rapifax or telecopier.

12. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns.

13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Taiwan, the Republic of China as such laws are applied to agreements between residents of Taiwan, the Republic of China entered into and to be performed entirely within Taiwan, the Republic of China. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

14. ACCEPTANCE. Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to such exercise or disposition.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant.

UNITED MICROELECTRONICS CORPORATION	PARTICIPANT
By:
	Signature
(Please print name)	(Please print name)
(Please print title)
Address:	Address:
Fax No.:	Fax No.:
Phone No.:	Phone No.:

SIGNATURE PAGE TO STOCK OPTION AGREEMENT

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EXHIBIT A

FORM OF STOCK OPTION EXERCISE AGREEMENT

STOCK OPTION EXERCISE AGREEMENT

for the

UNITED MICROELECTRONICS CORPORATION

STOCK OPTION PLAN (the “Plan”)

FOR EMPLOYEES OF UMC GROUP (USA)

I hereby elect to purchase the number of shares of Common Stock of United Microelectronics Corporation (the “Company”) as set forth below:

Optionee	Number of Shares Purchased:
Employee ID Number:	Purchase Price per Share:
Address:	Aggregate Purchase Price:
	Date of Option Agreement:
Type of Option: Nonqualified Stock Option	Exact Name of Title to Shares:

1. Delivery of Purchase Price. Optionee hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Option Agreement (the “Option Agreement”).

2. 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.

3. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Agreement, the Plan and the Option Agreement constitute the entire agreement and understanding of the parties and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter hereof, and are governed by Taiwan, ROC law.

Date:
	Signature of Optionee

EX-99.3

EXHIBIT 99.3

UNITED MICROELECTRONICS CORPORATION

EMPLOYEE STOCK OPTION PLAN FOR EMPLOYEES

(APPROVED BY THE TAIWAN SEC ON OCTOBER 8, 2003)

STOCK OPTION AGREEMENT

FOR EMPLOYEES OF UNITED FOUNDRY SERVICE, A SUBSIDIARY OF UNITED

MICROELECTRONICS CORPORATION

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between United Microelectronics Corporation, a corporation organized under the laws of Taiwan, the Republic of China (the “Company”), and the employee named below as the “Participant” (who is, on the Date of Grant, an employee of the Company’s subsidiary, United Foundry Service (the “Employer”)). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Stock Option Plan (the “Plan”).

Participant:
Social Security Number:
Address:
Total Option Shares:
Exercise Price Per Share:	NT$            , the closing price of Common Stock on the Taiwan Stock Exchange on the Date of Grant
Date of Grant:
First Vesting Date:	the second anniversary of the Date of Grant above
Expiration Date:	the sixth anniversary of the Date of Grant above
Type of Stock Option:	Nonqualified Stock Option (“NQSO”)

1. GRANT OF OPTION. The Company hereby grants to Participant an option (this “Option”) to purchase the total number of shares of Common Stock of the Company set forth above as Total Option Shares (the “Shares”) at the Exercise Price Per Share set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan.

2. VESTING OF OPTION.

2.1 Vesting of Option. Provided Participant continues to provide services as an employee to Participant’s employer on the Date of Grant (or the Company or any subsidiary or parent company of the Company (and such company will thereafter be the “Employer” for purposes of this Option) if such transfer is initiated for business needs by your employer, the Company or any subsidiary or parent company of the Company) the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set forth on the first

page of this Agreement; (ii) on the First Vesting Date the Option will become vested and exercisable as to fifty percent (50%) of the Shares; and (iii) thereafter, each year on the anniversary of the First Vesting Date the Option shall vest as to twenty-five percent (25%) of the Shares until the Shares are vested with respect to one hundred percent (100%) of the Shares. If application of the vesting percentage causes a fractional share with respect to a vesting installment other than the third vesting installment of this vesting schedule, such share shall be rounded down to the nearest whole share and the fractional share shall not vest until the third vesting installment (if any).

2.2 Vested and Unvested Shares. Shares that are vested pursuant to the schedule set forth in Section 2.1 are “Vested Shares.” Shares that are not vested pursuant to the schedule set forth in Section 2.1 are “Unvested Shares.”

2.3 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 3 below and pursuant to Articles 4 and 6.d of the Plan.

3. TERMINATION. For purposes of this Section 3, “Termination Date” means the date on which Participant’s employment with the Employer terminates, as set forth below.

3.1 Voluntary Termination. If Participant voluntarily terminates employment with the Employer, then the Option, to the extent (and only to the extent) exercisable on the Termination Date, may be exercised by Participant within thirty (30) days after the Termination Date, provided that such period may be extended by the number of days in such thirty (30) days that fall within a “closed period” as set forth in the Plan (a “closed period”) but in any event no later than the Expiration Date. To the extent not exercised within the exercise period set forth in this Section 3.1 the Vested Shares then subject to this Option will be deemed forfeited by the Participant. The Option lapses as to Unvested Shares on the Termination Date.

3.2 Retirement. If Participant’s Termination Date is due to retirement, then this Option may be exercised by Participant as to all of the shares then subject to the Option, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (a) the Expiration Date and (b) the later of: (i) the first anniversary of the Termination Date and (ii) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.2 the Vested Shares then subject to this Option will be deemed forfeited by the Participant.

3.3 Death of General Cause. If Participant’s Termination Date is due to death (other than occupational casualty), then this Option, to the extent exercisable by Participant on the Termination Date, may be exercised by Participant’s heir(s) within one (1) year from the date of Participant’s death, but in any event no later than the Expiration Date. To the extent not exercised within the exercise period set forth in this Section 3.3 the Vested Shares then subject to this Option will be deemed forfeited by the Participant’s heir(s). The Option will lapse as to Unvested Shares on the Termination Date.

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3.4 Occupational Casualty.

(a) Unless otherwise specified by law, if the Termination Date occurs due to occupational casualty (as used in the Plan), then this Option may be exercised by the Participant as to all of the Shares, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.4(a) the Vested Shares then subject to this Option will be deemed forfeited by the Participant.

(b) Unless otherwise specified by law, if the Termination Date occurs due to death from occupational casualty (as used in the Plan), then this Option may be exercised by the Participant’s heir(s) as to all of the Shares, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.4(b) the Vested Shares then subject to this Option will be deemed forfeited by the Participant’s heir(s).

3.5 Transfer of Employment. If Participant requests to transfer employment to a company affiliated with the Company, then such transfer shall be treated as a Termination Date pursuant to Section 3.1 above. If the Company or the Employer initiates the transfer for business needs (as used in the Plan), then the date of such transfer will not be a Termination Date for purposes of this Option and the employer of Participant immediately after such transfer shall be the “Employer” for purposes of this Option.

3.6 Leave without Pay. If the Employer approves Participant taking a leave without pay under Article 6.d(6) of the Plan, then this Option may be exercised by Participant for then-vested shares within the thirty (30) days starting from the date of commencing such leave, provided that such period may be extended by the number of those thirty (30) days that fall within a closed period, as set forth in Article 8.e of the Plan, but in any event no later than the Expiration Date. Exercisability of this Option will then be suspended. Further vesting of this Option is suspended immediately upon commencing such leave without pay. If Participant returns as an employee of the Employer, then this Option will be exercisable and the vesting dates remaining at the time further vesting of this Option was suspended shall each be postponed by the number of days of Participant’s leave without pay. However, with respect to any vesting installment on any postponed vesting date, such vesting installment shall not occur if the date on which such vesting installment would occur after making the adjustment in the date called for hereunder would fall after the Expiration Date. Instead, the shares in such vesting installment will be deemed forfeited by the Participant.

3.7 Layoff. If the Termination Date occurs due to a layoff (as used in the Plan), then this Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant within thirty (30) days

3

after the Termination Date, provided that such period may be extended by the number of days in such thirty (30) days that fall within a closed period, but in any event no later than the Expiration Date. To the extent not exercised within such exercise period, the Vested Shares then subject to this Option will be deemed forfeited by the Participant. The Option, as to Unvested Shares, will lapse upon the Termination Date, unless otherwise approved by the Chairman of the Board of Directors of the Company (the “Chairman”).

3.8 Termination Date Due to Other Reason. In the event a Participant’s employment with the Employer terminates for a reason other than those set forth in Sections 3.1 through 3.7 above, the Option shall be governed by the vesting schedule set forth in Section 2.1 above and shall expire on the Expiration Date, unless otherwise approved by the Chairman.

3.9 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any parent or subsidiary of the Company, or limit in any way the right of the Company or any parent or subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.

4. MANNER OF EXERCISE.

4.1 Stock Option Exercise Agreement. To exercise the Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s heir(s) or legal representative, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Board of Directors of the Company from time to time (the “Exercise Agreement”). If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

4.2 Limitations on Exercise. Participant may not exercise the Option during a “pre-defined closed period”, as set forth in Articles 8.a and 8.e of the Plan, or as otherwise set forth in the Plan. The Option may not be exercised unless such exercise is in compliance with all applicable Taiwanese, and U.S. federal and state securities laws, as they are in effect on the date of exercise.

4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in any form of consideration permitted by the Company under the Plan.

4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable foreign, federal, state and local withholding obligations of the Company.

4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the “entitlement certificate” representing the Shares. Participant may exchange the entitlement certificate for Shares as set forth in Article 9 of the Plan.

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5. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance by the Company and Participant with all applicable requirements of foreign, federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

6. RESTRICTIONS ON OPTION.

6.1 Non-transferability of Option. The Option may not be transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised during the lifetime of Participant only by Participant or in the event of Participant’s death or incapacity, by Participant’s heir(s) or legal representative, as the case may be. The terms of the Option shall be binding upon the executors, administrators, and heir(s) of Participant.

6.2 Confidentiality. In the event a Participant breaches the Company’s rules regarding confidentiality, as set forth in Article 12.a of the Plan, the Company may revoke such Participant’s Option to the extent unexercised, except as prohibited by law.

6.3 Misconduct. In the event a Participant is found to have grossly violated Participant’s employment contract, the Employer’s codes of conduct or other rules of the Company or the Employer (a “Gross Violation”), the Company may immediately revoke the Option, both as to Unvested Shares and as to Vested Shares which have not been exercised, and may demand that the Participant pay the Company an amount equal to the profits Participant has received from exercise of the Option within the two (2) years prior to the date of the Gross Violation, except as prohibited by law.

7. TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and state tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

7.1 Exercise. There may be a regular federal and state income tax liability upon the exercise of the Option. Participant 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 Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Employer, the Company or Employer may be required to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

7.2 Disposition of Shares. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long-term capital gain. The Company or the Employer may be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income.

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8. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a shareholder with respect to any Shares until the Shares are issued to Participant.

9. INTERPRETATION. Any dispute regarding the interpretation of this Agreement shall be submitted to the Chairman for review. The resolution of such a dispute by the Chairman shall be final and binding on all persons having an interest in this Option.

10. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. In the event any provision of this Agreement is found to be inconsistent with the terms of the Plan, the terms of the Plan shall govern.

11. NOTICES. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated above or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile, rapifax or telecopier.

12. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns.

13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Taiwan, the Republic of China as such laws are applied to agreements between residents of Taiwan, the Republic of China entered into and to be performed entirely within Taiwan, the Republic of China. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

14. ACCEPTANCE. Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to such exercise or disposition.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant.

UNITED MICROELECTRONICS CORPORATION	PARTICIPANT
By:
	Signature
(Please print name)	(Please print name)
(Please print title)
Address:	Address:
Fax No.:	Fax No.:
Phone No.:	Phone No.:

SIGNATURE PAGE TO STOCK OPTION AGREEMENT

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EXHIBIT A

FORM OF STOCK OPTION EXERCISE AGREEMENT

STOCK OPTION EXERCISE AGREEMENT

for the

UNITED MICROELECTRONICS CORPORATION

STOCK OPTION PLAN (the “Plan”)

FOR EMPLOYEES OF UMC GROUP (USA)

I hereby elect to purchase the number of shares of Common Stock of United Microelectronics Corporation (the “Company”) as set forth below:

Optionee	Number of Shares Purchased:
Employee ID Number:	Purchase Price per Share:
Address:	Aggregate Purchase Price:
	Date of Option Agreement:
Type of Option: Nonqualified Stock Option	Exact Name of Title to Shares:

1. Delivery of Purchase Price. Optionee hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Option Agreement (the “Option Agreement”).

2. 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.

3. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Agreement, the Plan and the Option Agreement constitute the entire agreement and understanding of the parties and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter hereof, and are governed by Taiwan, ROC law.

Date:
	Signature of Optionee

EX-99.4

EXHIBIT 99.4

United Microelectronics Corporation Limited

2004 Employee Stock Option Plan for Employees (English Translation)

1. Plan Objectives:

The stock option plan (the “Plan”) is designed to attract and retain the talents/skilled employees needed for development of United Microelectronics Corporation Limited (the “Company”), provide incentives for employees to stay on their jobs, and boost employees’ loyalty to the Company to the benefit of both the Company and its shareholders.

2. Issue Period:

The stock options will be granted within one year of the plan’s approval by regulatory authority. The options may be granted all at once or in tranches. The actual issue date(s) will be decided by the chairman.

3. Manner of Settlement:

Settlement upon the exercise of share options will be made through the issue of new shares

4. Eligibility:

All regular employees of the Company and its domestic and overseas affiliated companies are eligible for the stock option plan whereas the base date for eligibility will be determined by the chairman. In practice, eligible employees and the number of options granted to an employee will be determined by a number of factors, including seniority, job grade, job performance, contribution, special achievement and other conditions deemed relevant by the management. The grant of options to respective employees will be finalized following the approval of the chairman and consent of the board of directors.

In case an optionee violates the employment agreement, work rules or other company rules, the Company may, depending on the severity of the violation, revoke, in whole or in part, the vested, unexercised options of said employee.

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The number of options granted to any single employee shall not exceed ten percent (10%) of all options granted and the number of shares any single employee may purchase in each fiscal year under this stock option plan shall not exceed one percent (1%) of the total shares issued at the year-end.

5. Volume of Issue:

The total number of options to be issued under this stock option plan is 150,000,000 options, where each option gives employee the right to purchase one share of Company’s common stock. The total number of new shares of common stock to be issued for settlement of the options granted shall be 150,000,000 shares.

6. Terms:

a. Exercise price: The exercise price for the shares is the market closing price of Company’s common shares on the day the options are issued (granted).

b. Vesting Schedule/Term of Options: Every option expires on the sixth anniversary of its date of grant (the Expiration Date) and upon expiration, unexercised shares are deemed forfeited and the optionee may no longer claim the right to exercise the option and purchase those shares.

Unless the options are otherwise revoked in part or in whole, options vest (become exercisable) by the following schedule:

(1) 50% of the shares two years after the grant date, i.e. 50% of the option shares vest on the second anniversary of the grant date.

(2) 75% of the shares three years after the grant date, i.e. an additional 25% of the option shares vest on the third anniversary of the grant date.

(3) 100% of the shares three years after the grant date, i.e. an additional 25% of the option shares vest on the fourth anniversary of the grant date.

c. Type of share underlying the options: common stock shares of the Company.

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d. Following the date of termination of service as an employee with the Company (the Termination Date), the option may remain exercisable, if not revoked, for a period of time as follows:

(1) In case of voluntary termination by employee:

The option, to the extent (and only to the extent) that it would have been exercisable by the employee on the Termination Date, may be exercised during the thirty (30) days following the Termination Date, provided that such period may be extended by the number of those days that fall within a closed period, as set forth in Article 8(e), but in any event no later than the Expiration Date. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the employee. Unvested options lapse on the employee’s Termination Date.

(2) In case of retirement:

The option may be exercised for the remaining shares, except that if the Termination Date occurs prior to the second anniversary of the date of grant of the option, then the option will not be exercisable in full until that second anniversary. The option will terminate and cease to be exercisable on the earlier to occur of either: (a) the Expiration Date and (b) the later of: (i) the first anniversary of the Termination Date and (ii) the third anniversary of the option’s date of grant. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the employee.

(3) In case of death of general cause (i.e., death is not due to occupational casualty):

The option, to the extent (and only to the extent) that it would have been exercisable by the employee on the Termination Date, may be exercised on the date of death, by the employee’s heir(s) within one year from the Termination Date, but in any event no later than the Expiration Date. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the heir(s) of employee. Unvested options of the employee will lapse on the day of death of said employee.

(4) In case of occupational casualty:

(a) Unless otherwise specified by law, the option may be exercised for the remaining shares, except that if the Termination Date occurs prior to the second anniversary of the date of grant of the option, then the option will not be exercisable in full until that second anniversary. The option will terminate and cease to be

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exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the option’s date of grant. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the employee.

(b) Unless otherwise specified by law, the option may be exercised by the heir(s) of an employee who dies from an occupational casualty the option may be exercised for the remaining shares, except that if the Termination Date occurs prior to the second anniversary of the date of grant of the option, then the option will not be exercisable in full until that second anniversary. The option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the option’s date of grant. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the heir(s) of said employee.

(5) In case of transfer:

In case an employee requests for transfer to an affiliated company or another company, the options granted to said employee shall be settled in accordance with Article 6.d(1) hereof or by the related rules specified for dismissal under the Labor Law of ROC. However, if the Company, due to business needs, initiates the transfer, then options granted to said employee are not subjected to change.

(6) In case of leave without pay:

The option may be exercised for then-vested shares within thirty (30) days starting from the date of commencing such leave, provided that such period may be extended by the number of those days that fall within a closed period, as set forth in Article 8.e, but in any event no later than the Expiration Date. Exercisability of the option will then be suspended. Vesting is suspended immediately upon commencing such leave. If the employee returns to employment with the employer approving the leave without pay, then the option will be exercisable and the vesting dates remaining at the time exercisability of the option was suspended shall each be postponed by the number of days of such leave without pay. However, with respect to any vesting installment on any postponed vesting date, such vesting installment shall not occur if such postponed vesting date falls after the Expiration Date.

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(7) In case of layoff:

The option, to the extent (and only to the extent) that it would have been exercisable by the employee on the Termination Date, may be exercised during the thirty (30) days following the Termination Date, provided that such period may be extended by the number of those days that fall within a closed period, as set forth in Article 8(e), but in any event no later than the Expiration Date. Upon the expiration of the aforesaid exercise period, unexercised options are deemed forfeited by the employee. Unvested options of the employee will lapse on the day said employee is terminated, unless otherwise approved by the Chairman.

(8) Termination of employment due to other causes:

In case of termination or adjustment of employment under circumstances other than those described above, the Chairman, shall adjust the grant period and vesting schedule for the options, as the Chairman deems necessary or desirable, including, without limitation, immediate termination and lapse of the options.

(9) Options not exercised by employee or his/her heir(s) during the period specified in Article 6.b. hereof shall be deemed forfeited.

e. Upon expiration of the grant period, all vested, unexercised options shall be deemed forfeited by the employee and the optionee may no longer claim the right to buy shares. Options are not transferable except by will or the laws of descent and distribution.

f. The Company will cancel all options forfeited by the employee or revoked by the Company without reissue.

7. Adjustment of Exercise Price:

After the issuance of the option, unless the company increases its capital by surplus and/or capital reserve, the exercise price shall not be adjusted. The exercise price shall be computed by the following formulae:

(Computation up to decimal two digits of New Taiwan dollars and the fraction is rounded off at 4 to become 5)

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Adjusted subscription price =

[( Exercise price before adjustment × shares issued) + (Amount paid for each share × number of new shares issued) ] ÷ (shares issued + number of new shares issued)

a. Shares issued refer to total number of common stock shares issued, including the number of treasury shares which have not been cancelled or transferred, but excluding outstanding entitlement certificates issued in connection with the Plan or convertible bonds.

b. In the case of free distribution of shares, the amount paid for each share shall be zero.

c. If the exercise price after adjustment exceeds the exercise price before adjustment, no adjustment shall be made.

8. Procedure for Exercising Options:

a. Except the pre-defined closed period or a period in which exercise of options is not permitted by relevant laws and regulations or otherwise stipulated under the Plan, the option holder may, in accordance with Article 6(b) of the Plan hereof, exercise the right to purchase shares by submitting the written request (exercise form) to the Company’s stock transfer agent, SinoPac Securities Co.’s department of securities affairs.

b. After the written request is accepted by the Company’s stock transfer agent, SinoPac Co.’s department of securities affairs, the subscriber will be notified for payment at a designated bank. The exercise of option is irrevocable once the payment is made.

c. Unless otherwise stipulated in the Plan hereof, upon confirmation of payment the Company’s stock transfer agent, SinoPac Securities Co.’s department of securities affairs shall register the number of shares exercised in the shareholders records and, within five (5) business days, issue the entitlement certificates.

d. As of the date the entitlement certificates, the entitlement certificates are tradable upon the delivery.

e. The pre-defined closed period for exercise mentioned under Article 8(a) above shall refer to:

(1) Seven (7) business days prior to the date of the Board meeting in preparation for the annual shareholder’s general meeting, including the day on which the board meeting is being held, till

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the stock dividend record date or dividend record date, whichever comes later. When there is no distribution of dividend for the year as resolved by the annual shareholder’s general meeting, the final day shall end on the date on which the shareholder’s annual general meeting was held.

(2) From the Board meeting date which the merger record date is determined till the merger record date; or from the Board meeting date which stock split record date is determined till the stock split record date; or from the Board meeting date which dividend record date is determined till dividend record date.

9. Settlement for Common Shares:

a. During each fiscal year, the Company establishes the following three (3) dates as the consolidation dates on which the Company proceeds with the application for updating paid-in capital and issuance of new shares with the relevant regulatory authority.

(1) Seven (7) business days prior to the annual boarding meeting (including the board meeting date) in preparation for the annual shareholder’s general meeting.

(2) September 28.

(3) December 28.

b. In conjunction with the update registration for paid-in capital, all option holders that have submitted the Request for Exercise Form with the Company’s stock transfer agent, SinoPac Securities Co.’s department of securities affairs and paid in full prior to the consolidation date, (excluding consolidation date), may participate in the update registration for paid-in capital.

c. After completion of the update registration for paid-in capital, printing of the common share certificate, certification and all necessary procedures, the Company shall issue the common shares for settlement.

10. Rights and Obligations after Exercising options:

The holders of entitlement certificates of the Company issued under the Plan shall have the same rights and obligations as holders of common shares of the Company.

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11. Taxes:

All Option holders that have exercised shall pay related taxes as specified under the taxations laws of the Republic of China.

12. Confidentiality and Restrictions on Disposal:

a. All employees who receive stock options of the Company must keep the matter confidential without inquiring of other employees for information or disclosing related information to others, including but not limited to, the quantity of options received and the interest related thereof. In case an employee breaches this provision, the Company may revoke the unexercised options of said employee.

b. In case an employee, after receiving the grant of options, is found to grossly violate the employment agreement, Company work rules or other Company rules, the Company has the right to immediately revoke the unvested options as well as vested, but unexercised options of said employee, and demand compensation from said employee equivalent to all profits said employee has earned from exercising his/her options in the span of two years before the date of gross violation. The computing formula for the profits is: (the market price on the date of exercise – exercise price) × number of shares.

c. Employees shall not transfer, hypothecate, or pledge their options and vested interest, or give them to others as gift or dispose them in any other manner.

13. Enforcement Rules:

With respect to matters concerning the name list, seal, payment, issuance of share certificate, and other related procedure, operation details and timing, the Company’s stock transfer agent, SinoPac Securities Co.’s department of securities affairs shall notify each option holders separately.

14. Other Important Provisions:

a. The Rules herein shall come into force following resolution by the board of directors and approval by the regulatory authority. In case of changes in ordinance, reversal of decision by the regulatory authority or change in the objective environment, the Company may amend or terminate the Rules herein by the resolution of the Company’s Board of Directors and approval by the regulatory authority.

b. For matters not specified herein, relevant laws and regulations of the Republic of China shall govern.

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EX-99.5

EXHIBIT 99.5

UNITED MICROELECTRONICS CORPORATION

2004 EMPLOYEE STOCK OPTION PLAN FOR EMPLOYEES

(APPROVED BY THE TAIWAN SEC ON SEPTEMBER 30, 2004)

STOCK OPTION AGREEMENT

FOR EMPLOYEES OF UMC GROUP (USA), A SUBSIDIARY OF UNITED

MICROELECTRONICS CORPORATION

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between United Microelectronics Corporation, a corporation organized under the laws of Taiwan, the Republic of China (the “Company”), and the employee named below as the “Participant” (who is, on the Date of Grant, an employee of the Company’s subsidiary, UMC Group (USA) (the “Employer”)). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2004 Employee Stock Option Plan for Employees (the “Plan”).

Participant:
Social Security Number:
Address:
Total Option Shares:
Exercise Price Per Share:	NT$            , the closing price of Common Stock on the Taiwan Stock Exchange on the Date of Grant
Date of Grant:
First Vesting Date:	the second anniversary of the Date of Grant above
Expiration Date:	the sixth anniversary of the Date of Grant above
Type of Stock Option:	Nonqualified Stock Option (“NQSO”)

1. GRANT OF OPTION. The Company hereby grants to Participant an option (this “Option”) to purchase the total number of shares of Common Stock of the Company set forth above as Total Option Shares (the “Shares”) at the Exercise Price Per Share set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan.

2. VESTING OF OPTION.

2.1 Vesting of Option. Provided Participant continues to provide services as an employee to Participant’s employer on the Date of Grant (or the Company or any subsidiary or parent company of the Company (and such company will thereafter be the “Employer” for purposes of this Option) if such transfer is initiated for business needs by your employer, the Company or any subsidiary or parent company of the Company) the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set forth on the first

page of this Agreement; (ii) on the First Vesting Date the Option will become vested and exercisable as to fifty percent (50%) of the Shares; and (iii) thereafter, each year on the anniversary of the First Vesting Date the Option shall vest as to twenty-five percent (25%) of the Shares until the Shares are vested with respect to one hundred percent (100%) of the Shares. If application of the vesting percentage causes a fractional share with respect to a vesting installment other than the third vesting installment of this vesting schedule, such share shall be rounded down to the nearest whole share and the fractional share shall not vest until the third vesting installment (if any).

2.2 Vested and Unvested Shares. Shares that are vested pursuant to the schedule set forth in Section 2.1 are “Vested Shares.” Shares that are not vested pursuant to the schedule set forth in Section 2.1 are “Unvested Shares.”

2.3 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 3 below and pursuant to Articles 4 and 6.d of the Plan.

3. TERMINATION. For purposes of this Section 3, “Termination Date” means the date on which Participant’s employment with the Employer terminates, as set forth below.

3.1 Voluntary Termination. If Participant voluntarily terminates employment with the Employer, then the Option, to the extent (and only to the extent) exercisable on the Termination Date, may be exercised by Participant within thirty (30) days after the Termination Date, provided that such period may be extended by the number of days in such thirty (30) days that fall within a “closed period” as set forth in the Plan (a “closed period”) but in any event no later than the Expiration Date. To the extent not exercised within the exercise period set forth in this Section 3.1 the Vested Shares then subject to this Option will be deemed forfeited by the Participant. The Option lapses as to Unvested Shares on the Termination Date.

3.2 Retirement. If Participant’s Termination Date is due to retirement, then this Option may be exercised by Participant as to all of the shares then subject to the Option, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (a) the Expiration Date and (b) the later of: (i) the first anniversary of the Termination Date and (ii) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.2 the Vested Shares then subject to this Option will be deemed forfeited by the Participant.

3.3 Death of General Cause. If Participant’s Termination Date is due to death (other than occupational casualty), then this Option, to the extent exercisable by Participant on the Termination Date, may be exercised by Participant’s heir(s) within one (1) year from the date of Participant’s death, but in any event no later than the Expiration Date. To the extent not exercised within the exercise period set forth in this Section 3.3 the Vested Shares then subject to this Option will be deemed forfeited by the Participant’s heir(s). The Option will lapse as to Unvested Shares on the Termination Date.

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3.4 Occupational Casualty.

(a) Unless otherwise specified by law, if the Termination Date occurs due to occupational casualty (as used in the Plan), then this Option may be exercised by the Participant as to all of the Shares, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.4(a) the Vested Shares then subject to this Option will be deemed forfeited by the Participant.

(b) Unless otherwise specified by law, if the Termination Date occurs due to death from occupational casualty (as used in the Plan), then this Option may be exercised by the Participant’s heir(s) as to all of the Shares, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.4(b) the Vested Shares then subject to this Option will be deemed forfeited by the Participant’s heir(s).

3.5 Transfer of Employment. If Participant requests to transfer employment to a company affiliated with the Company, then such transfer shall be treated as a Termination Date pursuant to Section 3.1 above. If the Company or the Employer initiates the transfer for business needs (as used in the Plan), then the date of such transfer will not be a Termination Date for purposes of this Option and the employer of Participant immediately after such transfer shall be the “Employer” for purposes of this Option.

3.6 Leave without Pay. If the Employer approves Participant taking a leave without pay under Article 6.d(6) of the Plan, then this Option may be exercised by Participant for then-vested shares within the thirty (30) days starting from the date of commencing such leave, provided that such period may be extended by the number of those thirty (30) days that fall within a closed period, as set forth in Article 8.e of the Plan, but in any event no later than the Expiration Date. Exercisability of this Option will then be suspended. Further vesting of this Option is suspended immediately upon commencing such leave without pay. If Participant returns as an employee of the Employer, then this Option will be exercisable and the vesting dates remaining at the time further vesting of this Option was suspended shall each be postponed by the number of days of Participant’s leave without pay. However, with respect to any vesting installment on any postponed vesting date, such vesting installment shall not occur if the date on which such vesting installment would occur after making the adjustment in the date called for hereunder would fall after the Expiration Date. Instead, the shares in such vesting installment will be deemed forfeited by the Participant.

3.7 Layoff. If the Termination Date occurs due to a layoff (as used in the Plan), then this Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant within thirty (30) days

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after the Termination Date, provided that such period may be extended by the number of days in such thirty (30) days that fall within a closed period, but in any event no later than the Expiration Date. To the extent not exercised within such exercise period, the Vested Shares then subject to this Option will be deemed forfeited by the Participant. The Option, as to Unvested Shares, will lapse upon the Termination Date, unless otherwise approved by the Chairman of the Board of Directors of the Company (the “Chairman”).

3.8 Termination Date Due to Other Reason. In the event a Participant’s employment with the Employer terminates for a reason other than those set forth in Sections 3.1 through 3.7 above, the Option shall be governed by the vesting schedule set forth in Section 2.1 above and shall expire on the Expiration Date, unless otherwise approved by the Chairman.

3.9 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any parent or subsidiary of the Company, or limit in any way the right of the Company or any parent or subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.

4. MANNER OF EXERCISE.

4.1 Stock Option Exercise Agreement. To exercise the Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s heir(s) or legal representative, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Board of Directors of the Company from time to time (the “Exercise Agreement”). If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

4.2 Limitations on Exercise. Participant may not exercise the Option during a “pre-defined closed period”, as set forth in Articles 8.a and 8.e of the Plan, or as otherwise set forth in the Plan. The Option may not be exercised unless such exercise is in compliance with all applicable Taiwanese, and U.S. federal and state securities laws, as they are in effect on the date of exercise.

4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in any form of consideration permitted by the Company under the Plan.

4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable foreign, federal, state and local withholding obligations of the Company.

4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the “entitlement certificate” representing the Shares. Participant may exchange the entitlement certificate for Shares as set forth in Article 9 of the Plan.

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5. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance by the Company and Participant with all applicable requirements of foreign, federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

6. RESTRICTIONS ON OPTION.

6.1 Non-transferability of Option. The Option may not be transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised during the lifetime of Participant only by Participant or in the event of Participant’s death or incapacity, by Participant’s heir(s) or legal representative, as the case may be. The terms of the Option shall be binding upon the executors, administrators, and heir(s) of Participant.

6.2 Confidentiality. In the event a Participant breaches the Company’s rules regarding confidentiality, as set forth in Article 12.a of the Plan, the Company may revoke such Participant’s Option to the extent unexercised, except as prohibited by law.

6.3 Misconduct. In the event a Participant is found to have grossly violated Participant’s employment contract, the Employer’s codes of conduct or other rules of the Company or the Employer (a “Gross Violation”), the Company may immediately revoke the Option, both as to Unvested Shares and as to Vested Shares which have not been exercised, and may demand that the Participant pay the Company an amount equal to the profits Participant has received from exercise of the Option within the two (2) years prior to the date of the Gross Violation, except as prohibited by law.

7. TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and state tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

7.1 Exercise. There may be a regular federal and state income tax liability upon the exercise of the Option. Participant 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 Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Employer, the Company or Employer may be required to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

7.2 Disposition of Shares. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long-term capital gain. The Company or the Employer may be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income.

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8. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a shareholder with respect to any Shares until the Shares are issued to Participant.

9. INTERPRETATION. Any dispute regarding the interpretation of this Agreement shall be submitted to the Chairman for review. The resolution of such a dispute by the Chairman shall be final and binding on all persons having an interest in this Option.

10. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. In the event any provision of this Agreement is found to be inconsistent with the terms of the Plan, the terms of the Plan shall govern.

11. NOTICES. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated above or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile, rapifax or telecopier.

12. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns.

13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Taiwan, the Republic of China as such laws are applied to agreements between residents of Taiwan, the Republic of China entered into and to be performed entirely within Taiwan, the Republic of China. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

14. ACCEPTANCE. Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to such exercise or disposition.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant.

UNITED MICROELECTRONICS CORPORATION	PARTICIPANT
By:
	Signature
(Please print name)	(Please print name)
(Please print title)
Address:	Address:
Fax No.:	Fax No.:
Phone No.:	Phone No.:

SIGNATURE PAGE TO STOCK OPTION AGREEMENT

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EXHIBIT A

FORM OF STOCK OPTION EXERCISE AGREEMENT

STOCK OPTION EXERCISE AGREEMENT

for the

UNITED MICROELECTRONICS CORPORATION

2004 EMPLOYEE STOCK OPTION PLAN FOR EMPLOYEES (the “Plan”)

FOR EMPLOYEES OF UMC GROUP (USA)

I hereby elect to purchase the number of shares of Common Stock of United Microelectronics Corporation (the “Company”) as set forth below:

Optionee	Number of Shares Purchased:
Employee ID Number:	Purchase Price per Share:
Address:	Aggregate Purchase Price:
	Date of Option Agreement:
Type of Option: Nonqualified Stock Option	Exact Name of Title to Shares:

1. Delivery of Purchase Price. Optionee hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Option Agreement (the “Option Agreement”).

2. 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.

3. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Agreement, the Plan and the Option Agreement constitute the entire agreement and understanding of the parties and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter hereof, and are governed by Taiwan, ROC law.

Date:
	Signature of Optionee

EX-99.6

EXHIBIT 99.6

UNITED MICROELECTRONICS CORPORATION

2004 EMPLOYEE STOCK OPTION PLAN FOR EMPLOYEES

(APPROVED BY THE TAIWAN SEC ON SEPTEMBER 30, 2004)

STOCK OPTION AGREEMENT

FOR EMPLOYEES OF UNITED FOUNDRY SERVICE, A SUBSIDIARY OF UNITED

MICROELECTRONICS CORPORATION

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between United Microelectronics Corporation, a corporation organized under the laws of Taiwan, the Republic of China (the “Company”), and the employee named below as the “Participant” (who is, on the Date of Grant, an employee of the Company’s subsidiary, United Foundry Service (the “Employer”)). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2004 Employee Stock Option Plan for Employees (the “Plan”).

Participant:
Social Security Number:
Address:
Total Option Shares:
Exercise Price Per Share:	NT$            , the closing price of Common Stock on the Taiwan Stock Exchange on the Date of Grant
Date of Grant:
First Vesting Date:	the second anniversary of the Date of Grant above
Expiration Date:	the sixth anniversary of the Date of Grant above
Type of Stock Option:	Nonqualified Stock Option (“NQSO”)

1. GRANT OF OPTION. The Company hereby grants to Participant an option (this “Option”) to purchase the total number of shares of Common Stock of the Company set forth above as Total Option Shares (the “Shares”) at the Exercise Price Per Share set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan.

2. VESTING OF OPTION.

2.1 Vesting of Option. Provided Participant continues to provide services as an employee to Participant’s employer on the Date of Grant (or the Company or any subsidiary or parent company of the Company (and such company will thereafter be the “Employer” for purposes of this Option) if such transfer is initiated for business needs by your employer, the Company or any subsidiary or parent company of the Company) the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set forth on the first

page of this Agreement; (ii) on the First Vesting Date the Option will become vested and exercisable as to fifty percent (50%) of the Shares; and (iii) thereafter, each year on the anniversary of the First Vesting Date the Option shall vest as to twenty-five percent (25%) of the Shares until the Shares are vested with respect to one hundred percent (100%) of the Shares. If application of the vesting percentage causes a fractional share with respect to a vesting installment other than the third vesting installment of this vesting schedule, such share shall be rounded down to the nearest whole share and the fractional share shall not vest until the third vesting installment (if any).

2.2 Vested and Unvested Shares. Shares that are vested pursuant to the schedule set forth in Section 2.1 are “Vested Shares.” Shares that are not vested pursuant to the schedule set forth in Section 2.1 are “Unvested Shares.”

2.3 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 3 below and pursuant to Articles 4 and 6.d of the Plan.

3. TERMINATION. For purposes of this Section 3, “Termination Date” means the date on which Participant’s employment with the Employer terminates, as set forth below.

3.1 Voluntary Termination. If Participant voluntarily terminates employment with the Employer, then the Option, to the extent (and only to the extent) exercisable on the Termination Date, may be exercised by Participant within thirty (30) days after the Termination Date, provided that such period may be extended by the number of days in such thirty (30) days that fall within a “closed period” as set forth in the Plan (a “closed period”) but in any event no later than the Expiration Date. To the extent not exercised within the exercise period set forth in this Section 3.1 the Vested Shares then subject to this Option will be deemed forfeited by the Participant. The Option lapses as to Unvested Shares on the Termination Date.

3.2 Retirement. If Participant’s Termination Date is due to retirement, then this Option may be exercised by Participant as to all of the shares then subject to the Option, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (a) the Expiration Date and (b) the later of: (i) the first anniversary of the Termination Date and (ii) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.2 the Vested Shares then subject to this Option will be deemed forfeited by the Participant.

3.3 Death of General Cause. If Participant’s Termination Date is due to death (other than occupational casualty), then this Option, to the extent exercisable by Participant on the Termination Date, may be exercised by Participant’s heir(s) within one (1) year from the date of Participant’s death, but in any event no later than the Expiration Date. To the extent not exercised within the exercise period set forth in this Section 3.3 the Vested Shares then subject to this Option will be deemed forfeited by the Participant’s heir(s). The Option will lapse as to Unvested Shares on the Termination Date.

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3.4 Occupational Casualty.

(a) Unless otherwise specified by law, if the Termination Date occurs due to occupational casualty (as used in the Plan), then this Option may be exercised by the Participant as to all of the Shares, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.4(a) the Vested Shares then subject to this Option will be deemed forfeited by the Participant.

(b) Unless otherwise specified by law, if the Termination Date occurs due to death from occupational casualty (as used in the Plan), then this Option may be exercised by the Participant’s heir(s) as to all of the Shares, except that if the Termination Date occurs prior to the second anniversary of the Date of Grant, then this Option will not be exercisable in full until that second anniversary. This Option will terminate and cease to be exercisable on the earlier to occur of either: (i) the Expiration Date and (ii) the later of: (A) the first anniversary of the Termination Date and (B) the third anniversary of the Date of Grant. To the extent not exercised within the exercise period set forth in this Section 3.4(b) the Vested Shares then subject to this Option will be deemed forfeited by the Participant’s heir(s).

3.5 Transfer of Employment. If Participant requests to transfer employment to a company affiliated with the Company, then such transfer shall be treated as a Termination Date pursuant to Section 3.1 above. If the Company or the Employer initiates the transfer for business needs (as used in the Plan), then the date of such transfer will not be a Termination Date for purposes of this Option and the employer of Participant immediately after such transfer shall be the “Employer” for purposes of this Option.

3.6 Leave without Pay. If the Employer approves Participant taking a leave without pay under Article 6.d(6) of the Plan, then this Option may be exercised by Participant for then-vested shares within the thirty (30) days starting from the date of commencing such leave, provided that such period may be extended by the number of those thirty (30) days that fall within a closed period, as set forth in Article 8.e of the Plan, but in any event no later than the Expiration Date. Exercisability of this Option will then be suspended. Further vesting of this Option is suspended immediately upon commencing such leave without pay. If Participant returns as an employee of the Employer, then this Option will be exercisable and the vesting dates remaining at the time further vesting of this Option was suspended shall each be postponed by the number of days of Participant’s leave without pay. However, with respect to any vesting installment on any postponed vesting date, such vesting installment shall not occur if the date on which such vesting installment would occur after making the adjustment in the date called for hereunder would fall after the Expiration Date. Instead, the shares in such vesting installment will be deemed forfeited by the Participant.

3.7 Layoff. If the Termination Date occurs due to a layoff (as used in the Plan), then this Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant within thirty (30) days

3

after the Termination Date, provided that such period may be extended by the number of days in such thirty (30) days that fall within a closed period, but in any event no later than the Expiration Date. To the extent not exercised within such exercise period, the Vested Shares then subject to this Option will be deemed forfeited by the Participant. The Option, as to Unvested Shares, will lapse upon the Termination Date, unless otherwise approved by the Chairman of the Board of Directors of the Company (the “Chairman”).

3.8 Termination Date Due to Other Reason. In the event a Participant’s employment with the Employer terminates for a reason other than those set forth in Sections 3.1 through 3.7 above, the Option shall be governed by the vesting schedule set forth in Section 2.1 above and shall expire on the Expiration Date, unless otherwise approved by the Chairman.

3.9 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any parent or subsidiary of the Company, or limit in any way the right of the Company or any parent or subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.

4. MANNER OF EXERCISE.

4.1 Stock Option Exercise Agreement. To exercise the Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s heir(s) or legal representative, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Board of Directors of the Company from time to time (the “Exercise Agreement”). If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

4.2 Limitations on Exercise. Participant may not exercise the Option during a “pre-defined closed period”, as set forth in Articles 8.a and 8.e of the Plan, or as otherwise set forth in the Plan. The Option may not be exercised unless such exercise is in compliance with all applicable Taiwanese, and U.S. federal and state securities laws, as they are in effect on the date of exercise.

4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in any form of consideration permitted by the Company under the Plan.

4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable foreign, federal, state and local withholding obligations of the Company.

4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the “entitlement certificate” representing the Shares. Participant may exchange the entitlement certificate for Shares as set forth in Article 9 of the Plan.

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5. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance by the Company and Participant with all applicable requirements of foreign, federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

6. RESTRICTIONS ON OPTION.

6.1 Non-transferability of Option. The Option may not be transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised during the lifetime of Participant only by Participant or in the event of Participant’s death or incapacity, by Participant’s heir(s) or legal representative, as the case may be. The terms of the Option shall be binding upon the executors, administrators, and heir(s) of Participant.

6.2 Confidentiality. In the event a Participant breaches the Company’s rules regarding confidentiality, as set forth in Article 12.a of the Plan, the Company may revoke such Participant’s Option to the extent unexercised, except as prohibited by law.

6.3 Misconduct. In the event a Participant is found to have grossly violated Participant’s employment contract, the Employer’s codes of conduct or other rules of the Company or the Employer (a “Gross Violation”), the Company may immediately revoke the Option, both as to Unvested Shares and as to Vested Shares which have not been exercised, and may demand that the Participant pay the Company an amount equal to the profits Participant has received from exercise of the Option within the two (2) years prior to the date of the Gross Violation, except as prohibited by law.

7. TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and state tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

7.1 Exercise. There may be a regular federal and state income tax liability upon the exercise of the Option. Participant 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 Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Employer, the Company or Employer may be required to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

7.2 Disposition of Shares. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long-term capital gain. The Company or the Employer may be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income.

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8. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a shareholder with respect to any Shares until the Shares are issued to Participant.

9. INTERPRETATION. Any dispute regarding the interpretation of this Agreement shall be submitted to the Chairman for review. The resolution of such a dispute by the Chairman shall be final and binding on all persons having an interest in this Option.

10. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. In the event any provision of this Agreement is found to be inconsistent with the terms of the Plan, the terms of the Plan shall govern.

11. NOTICES. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated above or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile, rapifax or telecopier.

12. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns.

13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Taiwan, the Republic of China as such laws are applied to agreements between residents of Taiwan, the Republic of China entered into and to be performed entirely within Taiwan, the Republic of China. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

14. ACCEPTANCE. Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to such exercise or disposition.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant.

UNITED MICROELECTRONICS CORPORATION	PARTICIPANT
By:
	Signature
(Please print name)	(Please print name)
(Please print title)
Address:	Address:
Fax No.:	Fax No.:
Phone No.:	Phone No.:

SIGNATURE PAGE TO STOCK OPTION AGREEMENT

7

EXHIBIT A

FORM OF STOCK OPTION EXERCISE AGREEMENT

STOCK OPTION EXERCISE AGREEMENT

for the

UNITED MICROELECTRONICS CORPORATION

2004 EMPLOYEE STOCK OPTION PLAN FOR EMPLOYEES (the “Plan”)

FOR EMPLOYEES OF UMC GROUP (USA)

I hereby elect to purchase the number of shares of Common Stock of United Microelectronics Corporation (the “Company”) as set forth below:

Optionee	Number of Shares Purchased:
Employee ID Number:	Purchase Price per Share:
Address:	Aggregate Purchase Price:
	Date of Option Agreement:
Type of Option: Nonqualified Stock Option	Exact Name of Title to Shares:

1. Delivery of Purchase Price. Optionee hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Option Agreement (the “Option Agreement”).

2. 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.

3. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Agreement, the Plan and the Option Agreement constitute the entire agreement and understanding of the parties and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter hereof, and are governed by Taiwan, ROC law.

Date:
	Signature of Optionee