Articles of Incorporation – United Microelectronics Corp.

Section I

General Provisions

Article 1

The Company shall be incorporated as a company limited by shares under the
Company Law and its name shall be “United Microelectronics Corporation.”

Article 2

The scope of business of the Company shall be as follow:

1.

Integrated circuits;

2.

Various semiconductor parts and components, such as Hybrid Circuits, IC Cards
and Circuit Modules, etc.;

3.

Parts and components of microcomputers, microprocessors, peripheral support
and system products, such as Contact Image Sensors (CIS) and Liquid Crystal
Displays (LCD), etc.;

4.

Parts and components of Semiconductor memory and its systems products;

5.

Parts and components of semiconductor and its systems products used in
digital signal acquisition and transmission system;

6.

Parts and components of semiconductor and its systems products used in
telecommunication systems;

7.

Testing and packaging of integrated circuits

8.

Production of mask; research and development, design, production, sales,
promotion and after sale service of all above items and their application
products.

9.

Also engage in export/import trade business in relation to the business of
the Company.

Article 2-1

The Company may act as a guarantor.

Article 2-2

When the Company becomes a shareholder of limited liability in other
companies, the total amount of its investment may not be subject to the
restriction of not exceeding 40% of its own paid-in capital as provided in
Article 13 of the Company Law.

Article 3

The Company shall have its head-office in Hsinchu Science-based Industrial
Park and, if necessary, may set up branches or business offices in and out of
this country upon a resolution of its Board of Directors and approval from the
competent government authority.

Article 4

Public notices of the Company shall be made in accordance with Article 28 of
the Company Law.

Section II

Shares

Article 5

The total capital amount of the Company shall be Two Hundred and Sixty
billion New Taiwan Dollars accounting for Twenty Six billion shares, at a par
value of Ten New Taiwan Dollars (NT$10) per share. Board of Directors is
authorized to issue the unissued shares in installments. The issue price per
share will be determined by the Board of Directors pursuant to the R.O.C.
Company Law or relevant securities-related laws and regulations.

The capital, within fifteen billion New Taiwan Dollars, is for corporate
bonds with equity warrants, which is one thousand and five hundred million
shares, at a par value of ten New Taiwan Dollars (NT$10) per share. Board of
Directors is authorized to issue the unissued shares in installments depending
on the business needs of the Company.

Moreover, the capital, within twenty billion New Taiwan Dollars, is for
warrant, which is two billion shares at a par value of Ten New Taiwan Dollars
(NT$10) per share. Board of Directors is authorized to issue the unissued shares
in installments depending on the business needs of the Company.

Article 6

The share certificate of the Company can be all name-bearing share
certificates and shall be signed by, and affixed with the seals or by signature
of, at least three directors of the Company, and issued after duly
authentication pursuant to the law.

The Company can also deliver shares by wiring into account books based on
related regulations, rather printing physical shares. When issuing other
securities, the same rule applies.

Article 7

Registration for transfer of shares shall all be suspended 60 days before the
convocation of any ordinary shareholders153 meeting, 30 days before the
convocation of extraordinary shareholders153 meeting, or 5 days before the record
day for distribution of dividend, interest and bonus or any other benefit as
scheduled by the Company.

Section III

Shareholders153 Meeting

Article 8

Shareholders153 meeting shall be of two types, namely general and extraordinary
shareholders153 meeting; the former shall be convened once a year by the Board of
Directors in accordance with laws within six months after the close of each
accounting fiscal year and the latter shall be convened in accordance with laws
whenever necessary.

Article 9

In case a shareholder is unable to attend a shareholders153 meeting, he/she may
issue proxy printed by the Company setting forth the scope of authorization by
signing or affixing his/her seal on the proxy form for the representative to be
present on his/her behalf.

Article 10

Unless otherwise provided in the Laws, a shareholder of the Company shall
have one vote for each share held by him.

Article 11

Unless otherwise provided in the Company Law, Securities and Exchange Act or
other Laws, resolution shall be made at the meeting attended by shareholders
holding and representing majority of the total number of issued and outstanding
shares and at which meeting a majority of the shareholders shall vote in favor
of the resolution.

Section IV

Directors and Supervisors

Article 12

The Company shall have nine (9) to eleven (11) directors to be elected at a
shareholders153 meeting through nominating system from persons of legal capacity
to serve a term of three years. A director or supervisor may be re-elected.

At least three (3) directors or one-fifth of all directors, whichever is
higher, shall be the independent directors. The qualification, the limitations
of shareholding and concurrently serving other positions, the methods of
nomination and election and other related matters shall be subject to the
applicable laws.

Article 13

The Company shall set forth the Audit Committee, which comprises of all the
independent directors. The seats, the term, the authorities, the rules governing
meetings and the resources the Company shall provide upon the committee153s
exercise of authority shall be governed by the charter of Audit Committee, which
will be set forth separately.

Article 14

The Company has to purchase D&O for directors during their terms.

Article 15

The Board of Directors shall be organized by directors. The Chairman of the
Board shall be elected by majority of directors present at a meeting attended by
more than two thirds of directors. The directors may also elect a vice Chairman
of the Board whenever they may deem necessary to carry out the Company153s
activities. The Chairman of the Board shall internally be the Chairman of the
meeting of shareholders, Board of Directors and managing directors153 meeting and
externally represent the Company.

Article 16

In case the Chairman of the Board of Directors is on leave or unable to
perform his duties for cause, the vice Chairman of the Board of Directors, if
any, shall act as the Chairman. If there is no vice Chairman of the Board or the
vice Chairman of the Board is also on leave or unable to perform his duties for
cause, the Chairman of the Board shall designate a director to act as the
chairman. If no such designation, the directors shall elect one from among
themselves.

Article 16-1

In case a board member is unable to attend the Board of Directors153 meeting,
he/she may issue proxy setting forth the scope of authorization by signing or
affixing his/her seal on the proxy form for another board member to present on
his/her behalf. The representative shall serve as the proxy for one director
only.

Other than demanded by R.O.C. Company Law, Securities and Exchange Act or
other Laws, the resolution of the board of directors shall be adopted by a
majority of the directors present at the meeting attended by more than half of
the directors.

Article 17

Remunerations for all directors shall be decided by the Board of Directors
authorized by a meeting of shareholders according to involvements and
contributions to the Companies153 operation and at the normal rate adopted by
other firms of the same industry.

Article 18

The Board of Directors shall have the following functions and
responsibilities:

1.

Examination and review of operational policy and medium and long-term
development plans.

2.

Review of and supervision over execution of annual business plans.

3.

Approval of budget and examination of the final settlement of account.

4.

Examination of capital increase/decrease plans.

5.

Examination of earnings distribution or loss making up programs.

6.

Examination and approval of important contracts.

7.

Examination of Articles of Incorporation or amendments thereof.

8.

Approval of organizational by-laws and important business rules.

9.

Decision in establishment, reorganization or removal of branch offices.

10.

Approval of major capital expenditure plans.

11.

Appointment and discharge of general manager and deputy general manager.

12.

Execution of resolutions adopted at shareholders153 meeting.

13.

Examination of matters proposed by general manager for decision.

14.

Convocation of shareholders153 meeting and making business reports.

15.

Other matters to be handled in accordance with the laws.

Article 19

Except for the authority provided under Paragraph 4, Article 14-4 of the
Securities and Exchange Act, the authorities granted to each of the supervisor
under the Company Act, the Securities and Exchange Act and other laws shall be
granted to and exercised by the Audit Committee. Provisions of Paragraph 4,
Article 14-4 of the Securities and Exchange Act which are relating to the
supervisor153s activities and capacity of being the representative of a company
provided under the Company Act shall apply mutatis mutandis to each independent
director, a member of the Audit Committee.

Section V

Managers

Article 20

The Company may have one Chief Executive Officer and several managers, whose
appointments, discharge, and remunerations shall be subject to provisions in
Article 29 of the R.O.C. Company Law. The title and scope of authority of the
managers are to be determined by the board of directors, and the board of
directors can authorize the chairman to determine.

Section VI

Accounting

Article 21

The Board of Directors shall prepare at the close of each accounting fiscal
year for the Company (1) Business Report, (2) Financial Statements, (3) Proposal
of Distribution of Earnings or Making Up of Loss, etc. and submit the same to
the general shareholders meeting for acceptance.

Article 22

After making the final settlement of account, the Company shall allocate the
net profit (“earnings”), if any, according to the following sequence:

1.

Payment of taxes.

2.

Making up loss for preceding years.

3.

Setting aside 10% for legal reserve.

4.

Allocation of 0.1% of residual amount after deducting the amounts stated in
Items 1 through 3 above for remuneration of directors and supervisors.

5.

The amount of no less than 5% of the residual amount after distribution of
item 1 to 3, plus undistributed earnings from previous years, shall be
distributed as bonus to employees in the form of cash or new shares. The
employees may include certain qualified employees from affiliate companies and
the qualification of such employees is to be decided by the board of directors.

6.

The rest shall be distributed according to the distribution plan proposed by
the board of directors according to the dividend policy in paragraph two of this
clause and submitted to the shareholders153 meeting for approval.

Section VII

Additional Rules

Article 23

The organization by-law of the Company shall be provided otherwise.

Article 24

In regard to all matters not provided for in these Articles of Incorporation,
the Company Law, Securities and Exchange Act or other Laws shall govern.

Article 25

These Article of Incorporation were enacted on Feb. 21, 1980 and amended on
Feb. 21, 1981 for the first time, on May 16, 1981 for the second time, on Aug.
8, 1981 for the third time, on Oct. 20, 1981 for the fourth time, on Jan. 15,
1982 for the fifth time, on Apr. 28, 1983 for the sixth time, on Mar. 19, 1984
for the seventh time, on Aug. 7, 1984 for the eighth time, on Apr. 30, 1985 for
the ninth time, on Apr. 26, 1986 for the tenth time, on May 23, 1987 for the
eleventh time, on Mar. 5, 1988 for the twelfth time, on March 25, 1989 for the
thirteenth time, on June 6, 1989 for the fourteenth time, on Apr. 14, 1990 for
the fifteenth time, on Jun. 29, 1991 for the sixteenth time, on May 7, 1992 for
the seventeenth time, on Apr. 22, 1994 for the eighteenth time, on May 4, 1995
for the nineteenth time, on Jun. 21, 1995 for the twentieth time, on Apr. 11,
1996 for the twenty-first time, on Jun. 24, 1997 for the twenty-second time, on
May 5, 1998 for the twenty-third time, on May 13, 1999 for twenty-fourth time,
on Jul. 30, 1999 for twenty-fifth time, on Apr. 7, 2000 for twenty-sixth time,
on May 30, 2001 for the twenty-seventh time, on June 3, 2002 for the
twenty-eighth time, on June 9, 2003 for the twenty-ninth time, on June 1, 2004
for the thirtieth time, on June 13, 2005 for the thirty-first time, on June 12,
2006 for the thirty-second time, on June 11, 2007 for the thirty-third time, and
on June 13, 2008 for the thirty-fourth time.