Exhibit 1.1

Taiwan Semiconductor Manufacturing

Company Limited

79,000,000 American Depositary Shares

Representing

395,000,000 Common Shares

(Par Value NT$10 Per Share)

Underwriting Agreement

July [            ], 2003

Goldman Sachs International

c/o Goldman Sachs International

Peterborough Court

133 Fleet Street, London EC4A 2BB

England

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

c/o Merrill Lynch & Co.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

North Tower

World Financial Center

New York, New York 10281

As representatives of the several Underwriters

named in Schedule II hereto,

Ladies and Gentlemen:

The shareholders named in Schedule I hereto (the “Selling Shareholders”) of Taiwan Semiconductor Manufacturing Company Limited, a company limited by shares (the “Company”) and duly organized and existing under the laws of the Republic of China (the “ROC”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters

1

named in Schedule II hereto (the “Underwriters”) an aggregate of 79,000,000 American Depositary Shares representing 395,000,000 common shares, par value NT$10 per share (the “Common Shares”), of the Company and, at the election of the Underwriters, up to 11,761,000 additional American Depositary Shares representing 58,805,000 additional Common Shares. The aggregate of 79,000,000 American Depositary Shares representing 395,000,000 Common Shares to be sold by the Selling Shareholders are herein called the “Firm ADSs” and the aggregate of 11,761,000 additional American Depositary Shares representing 58,805,000 additional Common Shares to be sold by certain of the Selling Shareholders at the election of the Underwriters are herein called the “Optional ADSs”. The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs”. The Common Shares represented by the Firm ADSs are hereinafter called the “Firm Shares” and the Common Shares represented by the Optional ADSs are hereinafter called the “Optional Shares”. The Firm Shares and the Optional Shares are herein collectively called the “Shares”. The Selling Shareholders excluding The Development Fund of the Executive Yuan (the “Development Fund”) are hereinafter called the “TSMC Selling Shareholders”. The TSMC Selling Shareholders excluding TSMC Partners, Ltd. (“TSMC Partners”) are hereinafter called the “Management Selling Shareholders”.

The ADSs are to be issued pursuant to an amended and restated deposit agreement (the “Deposit Agreement”), dated as of July [            ], 2003, among the Company, Citibank N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive five Common Shares deposited pursuant to the Deposit Agreement.

For purposes of this Agreement, the various parts of the registration statement on Form F-3 (File No. 333-106489) and the Rule 462(b) Registration Statement (as defined in Section 1(a)(i) hereof), if any, including all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the United States Securities Act of 1933, as amended (the “Act”) in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the registration statement at the time it was declared effective and (ii) the documents incorporated by reference in the prospectus contained in the registration statement at the time such registration
 

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