Exhibit 4.1.2

Amendment Dated 8-29-01 to the
Microchip Technology Inc.
Supplemental Retirement Plan

AMENDMENT TO THE
MICROCHIP TECHNOLOGY INCORPORATED
SUPPLEMENTAL PLAN

WHEREAS, Microchip Technology Incorporated (the "Employer") adopted the
Microchip Technology Incorporated Supplemental Retirement Plan (the "Plan")
through adoption of the Fidelity Investments CORPORATEplan FOR RETIREMENT(sm)
Select Plan Basic Plan Document and Amendments ("the Basic Plan Document"),
effective as of January 1, 1997, for which Fidelity Management Trust Company
(the "Trustee") serves as trustee of the trust established to hold Plan assets
(the "Trust"); and

WHEREAS, the Employer desires to amend the Plan to remove the choice of
investment options from the Adoption Agreement:

NOW THEREFORE, the Employer amends the Plan as follows effective October 4,
2001:

1. Section 1.11(b) is amended to replace all language between the first
sentence and the total "Note" with the following sentence:

Participant Accounts under the Trust will be invested among the
Permissible Investments designated in the Service Agreement.

2. Section 2.01(a)(20) is amended to read as follows:

"Registered Investment Company" means any one or more
corporations, partnerships or trusts registered under the
Investment Company Act of 1940.

3. Section 2.01(a)(28) is added to the Basic Plan Document as follows:

"Permissible Investment" means the investments specified by the
Employer as available for investment of assets of the Trust and
agreed to by the Trustee.

4. Section 2.01(a)(29) is added to the Basic Plan Document as follows:

"Service Agreement" means the agreement between the Employer and
the Trustee relating to the provision of investment and other
services to the Plan and shall include any addendum to the
agreement and any other separate written agreement between the
Employer and the Trustee relating to the provision of services to
the Plan.

5. All occurrences of "Section 1.11(b)" in the Basic Plan Document No. 07
will be replaced with "the Service Agreement".

IN WITNESS WHEREOF, the Employer has signed this instrument this 29th day of
August, 2001.

MICROCHIP TECHNOLOGY INCORPORATED

By: /s/ Linda Croft
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Title: Sr. HR Specialist
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