TAIWAN SEMICONDUCTOR MANUFACTURING

                                COMPANY LIMITED





                     240,000,000 AMERICAN DEPOSITARY SHARES





                                  REPRESENTING

                          1,200,000,000 COMMON SHARES

                          (PAR VALUE NT$10 PER SHARE)





                             UNDERWRITING AGREEMENT

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





                                                                   May    , 2007



Goldman Sachs International

Peterborough Court

133 Fleet Street, London EC4A 2BB

England



J.P. Morgan Securities Ltd.

125 London Wall

London EC2Y 5AJ

England



     As the representatives (the "Representatives") of the several Underwriters

     named in Schedule I hereto,



Ladies and Gentlemen:



     Koninklijke Philips Electronics N.V. (the "Selling Shareholder" or

"Philips"), a shareholder 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"), proposes, subject to the

terms and conditions stated herein, to sell to the underwriters named in

Schedule I hereto (the "Underwriters") an aggregate of 240,000,000 American

Depositary Shares representing 1,200,000,000 common shares, par value NT$10 per

share (the "Common Shares"), of the Company. The aggregate of 240,000,000

American Depositary Shares representing 1,200,000,000 Common Shares to be sold

by the Selling Shareholder are herein called the "ADSs". The Common Shares

represented by the ADSs are hereinafter called the "Shares".







                                       1







{PAGE}

     The ADSs are to be issued pursuant to an amended and restated deposit

agreement (the "Deposit Agreement") dated as of November 30, 2005, 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.



     1.   (a) The Company represents and warrants to, and agrees with, each of

the Underwriters that:



     (i)       An "automatic shelf registration statement" as defined under

     Rule 405 under the Securities Act of 1933, as amended (the "Act"), on Form

     F-3 (File No. 333-    ) (the "Initial Registration Statement") in respect

     of the Shares has been filed with the Securities and Exchange Commission

     (the "Commission") not earlier than three years prior to the date hereof;

     such registration statement, and any post-effective amendment thereto, each

     in the form heretofore delivered to the Representatives and excluding

     exhibits thereto but including all documents incorporated by reference in

     the prospectus contained therein, became effective on filing; and no stop

     order suspending the effectiveness of such registration statement or any

     part thereof has been issued and no proceeding for that purpose has been

     initiated or threatened by the Commission, and no notice of objection of

     the Commission to the use of such registration statement or any

     post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act

     has been received by the Company; the various parts of such registration

     statement, including all exhibits thereto, the documents incorporated by

     reference in the prospectus contained in such registration statement and

     any prospectus relating to the Shares or the ADSs that is filed with the

     Commission and deemed by virtue of Rule 430B to be part of such

     registration statement, each as amended at the time such part of the

     registration statement became effective, are hereinafter collectively

     called the "Registration Statement"; the preliminary form of prospectus

     filed as part of the Initial Registration Statement (or any post-effective

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC