AMENDED EMPLOYEE STOCK PURCHASE PLAN

Exhibit 4.1


MICROCHIP TECHNOLOGY INCORPORATED
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED THROUGH MARCH 3, 2003

I. PURPOSE

This International Employee Stock Purchase Plan is hereby established
by Microchip Technology Incorporated, a Delaware corporation ("Microchip"), in
order to provide eligible employees of foreign Microchip subsidiaries with the
opportunity to acquire a proprietary interest in Microchip through the purchase
of shares of Microchip common stock at periodic intervals with their accumulated
payroll deductions.

II. DEFINITIONS

For purposes of administration of the Plan, the following terms shall
have the meanings indicated:

COMMON STOCK means shares of Microchip common stock, par value $0.001
per share.

EARNINGS means regular base salary plus such additional items of
compensation as the Plan Administrator may deem appropriate.

EFFECTIVE DATE means June 1, 1994 for the Foreign Subsidiaries listed
in attached Schedule A. For any other Foreign Subsidiary, the Effective Date
shall be determined by the Microchip Board of Directors prior to the time such
Foreign Subsidiary is to become a participating company in the Plan.

ELIGIBLE EMPLOYEE means any non-U.S. citizen who is engaged, on a
regularly-scheduled basis of more than twenty (20) hours per week for more than
five (5) months per calendar year, in the rendition of personal services outside
the U.S. as an employee of a Foreign Subsidiary subject to the control and
direction of that Foreign Subsidiary as to both the work to be performed and the
manner and method of performance.

FOREIGN SUBSIDIARY means any non-U.S. Microchip subsidiary which
elects, with the approval of the Microchip Board of Directors, to extend the
benefits of this Plan to its Eligible Employees. As of the Effective Date, the
Foreign Subsidiaries participating in the Plan are listed on attached Schedule
A.

PARTICIPANT means any Eligible Employee of a Foreign Subsidiary who is
actively participating in the Plan.

SERVICE means the period during which an individual performs services
as an Eligible Employee and shall be measured from his or her hire date, whether
that date is before or after the Effective Date of the Plan.
III. ADMINISTRATION

Each Foreign Subsidiary shall have responsibility for the
administration of the Plan with respect to its Eligible Employees. Accordingly,
the Plan shall, as to each Foreign Subsidiary, be separately administered by a
committee (the "Plan Administrator") comprised of two or more members of the
senior management of that Foreign Subsidiary appointed from time to time by the
Microchip Board of Directors. The Plan Administrator shall have full authority
to administer the Plan, including authority to interpret and construe any
provision of the Plan and to adopt such rules and regulations for administering
the Plan as it may deem necessary. Decisions of the Plan Administrator shall be
subject to ratification by the Microchip Board of Directors and, when so
ratified, shall be final and binding on all parties who have an interest in the
Plan.

IV. PURCHASE PERIODS

A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive purchase periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated in
accordance with Article VIII.

B. The Plan shall be implemented in a series of successive purchase
periods, each to be of a duration of six (6) months. The initial purchase period
will begin on June 1, 1994 and end on the last U.S. business day in November
1994. Subsequent purchase periods shall, for so long as the Plan remains in
existence, run from the first U.S. business day of December to the last U.S.
business day of May and from the first U.S. business day of June to the last
U.S. business day of November.

C. No purchase period shall commence under the Plan, nor shall any
shares of Common Stock be issued hereunder, until such time as (i) the Plan
shall have been approved by the Microchip Board of Directors and (ii) Microchip
shall have complied with all applicable requirements of the Securities Act of
1933 (as amended), all applicable listing requirements of any securities
exchange on which shares of the Common Stock are listed and all other applicable
statutory and regulatory requirements.

D. The Participant shall be granted a separate purchase right for
each purchase period in which he/she participates. The purchase right shall be
granted on the start date of the purchase period and shall be automatically
exercised on the last U.S. business day of that purchase period.

E. The acquisition of Common Stock through plan participation for
any purchase period shall neither limit nor require the acquisition of Common
Stock by the Participant in any subsequent purchase period.

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V. ELIGIBILITY AND PARTICIPATION

A. Each Eligible Employee of each Foreign Subsidiary participating
in the Plan may join the Plan in accordance with the following provisions:

- An individual who is an Eligible Employee with at least
thirty (30) days of Service prior to the start date of the purchase
period may enter that purchase period on such start date, provided
he/she enrolls in the purchase period on or before such date in
accordance with Section V.B below. Should any such Eligible Employee
not enter the purchase period on the start date, then he/she may not
subsequently join that particular purchase period on any later date.

- An individual who is an Eligible Employee with less
than thirty (30) days of Service on the start date of the purchase
period may not participate in that purchase period but will be
eligible to join the Plan on the start date of the first purchase
period thereafter on which he/she is an Eligible Employee with at
least thirty (30) days of Service.

B. To participate for a particular purchase period, the Eligible
Employee must complete the enrollment forms prescribed by the Plan Administrator
(including a purchase agreement and a payroll deduction authorization) and file
such forms with the Plan Administrator (or its designate) on or before the start
date of that purchase period.

C. The payroll deduction authorized by the Participant shall be
collected under the Plan in the currency in which paid by the Foreign Subsidiary
and may be any multiple of one percent (1%) of the Earnings paid to the
Participant during each purchase period, up to a maximum of ten percent (10%).
Any changes or fluctuations in the exchange rate at which the currency collected
from the Participant through such payroll deductions is converted into U.S.
Dollars on each purchase date under the Plan shall be borne solely by the
Participant. The deduction rate so authorized shall continue in effect for the
entire purchase period and for each successive purchase period, except to the
extent such rate is changed in accordance with the following guidelines:

- The Participant may, at any time during the purchase
period, reduce his/her rate of payroll deduction. Such reduction shall
become effective as soon as possible after filing of the requisite
reduction form with the Plan Administrator (or its designate), but the
Participant may not effect more than one such reduction during the
same purchase period.

- The Participant may, prior to the start date of any
subsequent purchase period, increase or decrease the rate of his/her
payroll deduction by filing the appropriate form with the Plan
Administrator (or its designate). The new rate (which may not exceed
the ten percent (10%) maximum) shall become effective as of the start
date of the new six (6)-month purchase period.

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Payroll deductions will automatically cease upon the
termination of the Participant's purchase right in accordance with the
applicable provisions of Section VII below.

VI. STOCK SUBJECT TO PLAN

A. The Common Stock purchasable under the Plan shall, solely in
the discretion of the Microchip Board, be made available from authorized but
unissued shares of Common Stock or from shares of Common Stock reacquired by
Microchip, including shares of Common Stock purchased on the open market. The
total number of shares which may be issued under the Plan shall not exceed
248,593(1) shares.

B. In the event any change is made to the outstanding Common
Stock by reason of any stock dividend, stock split, combination of shares or
other change affecting such outstanding Common Stock as a class without
Microchip's receipt of consideration, appropriate adjustments shall be made by
the Microchip Board of Directors to (i) the class and maximum number of
securities issuable over the term of the Plan, (ii) the class and maximum number
of securities purchasable per Participant during any one purchase period and
(iii) the class and number of securities and the price per share in effect under
each purchase right at the time outstanding under the Plan. Such adjustments
shall be designed to preclude the dilution or enlargement of rights and benefits
under the Plan.

VII. PURCHASE RIGHTS

An Eligible Employee who participates in the Plan for a particular
purchase period shall have the right to purchase shares of Common Stock upon the
terms and conditions set forth below and shall execute a purchase agreement
incorporating such terms and conditions and such other provisions (not
inconsistent with the Plan) as the Plan Administrator may deem advisable.

PURCHASE PRICE. Common Stock shall be issuable at the end of each
purchase period at a purchase price equal to one hundred percent (100%) of the
LOWER of (i) the fair market value per share on the start date of that purchase
period or (ii) the fair market value per share on the last U.S. business day of
that purchase period.

VALUATION. The fair market value per share of Common Stock on any
relevant date under the Plan shall be the closing selling price per share of
Common Stock on that date, as officially quoted on the Nasdaq National Market.
If there is no quoted selling price for such date, then the closing selling
price per share of Common Stock on the next preceding day for which there does
exist such a quotation shall be determinative of fair market value.

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(1) Adjusted to reflect: (i) the three-for-two stock split of the outstanding
Common Stock effected in November 1994; (ii) the three-for-two stock split of
the outstanding Common Stock effected in January 1997, (iii) the 10,000 share
increase authorized by the Board of Directors on April 25 1997, (iv) the
three-for-two stock split of the outstanding Common Stock effected in January
2000, (v) the three-for-two stock split of the outstanding Common Stock effected
in September 2000, (vi) the three-for-two stock split of the outstanding Common
Stock effected in May 2002 and (vii) the 25,000 share increase authorized by the
Board of Directors on March 3, 2003.

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NUMBER OF PURCHASABLE SHARES. The number of shares purchasable per
Participant during each purchase period shall be determined as follows: first,
the payroll deductions in the currency in which collected from the Participant
during that purchase period shall be converted into U.S. Dollars on the last
U.S. business day of the purchase period at the exchange rate in effect on that
day; then, the U.S. Dollar amount calculated for the Participant on the basis of
such exchange rate shall be divided by the purchase price in effect for such
period to determine the number of whole shares of Common Stock purchasable on
the Participant's behalf for that purchase period. However, no Participant may,
during any one purchase period, purchase more one thousand eight hundred
ninety-nine (1,899) shares of Common Stock.

PAYMENT. Payment for the Common Stock purchased under the Plan shall
be effected by means of the Participant's authorized payroll deductions in the
currency in which paid by the Foreign Subsidiary. Such deductions shall begin
with the first full payroll period beginning with or immediately following the
start date of the purchase period and shall (unless sooner terminated by the
Participant) continue through the pay day ending with or immediately prior to
the last day of such purchase period. The amounts so collected shall be credited
to the Participant's book account under the Plan, but no interest shall be paid
on the balance from time to time outstanding in such account. The amounts
collected from a Participant may be commingled with the general assets of the
Foreign Subsidiary or Microchip and may be used for general corporate purposes.
However, all purchases of Common Stock under the Plan shall be made in U.S.
Dollars on the basis of the exchange rate in effect on the last day of each
purchase period.

TERMINATION OF PURCHASE RIGHT. The following provisions shall govern
the termination of outstanding purchase rights:

- A Participant may, at any time prior to the last seven (7)
business days of the Foreign Subsidiary falling within the purchase
period, terminate his/her outstanding purchase right by filing the
prescribed notification form with the Plan Administrator. No further
payroll deductions shall be collected from the Participant with
respect to the terminated purchase right, and any payroll deductions
collected for the purchase period in which such termination occurs
shall, at the Participant's election, be immediately refunded in the
currency in which paid by the Foreign Subsidiary or held for the
purchase of shares at the end of such purchase period. If no such
election is made at the time the termination notice is filed, then the
Participant's payroll deductions shall be refunded as soon as possible
after the termination date of his/her purchase right.

- The termination of such purchase right shall be irrevocable,
and the Participant may not subsequently rejoin the purchase period
for which the terminated purchase right was granted. In order to
resume participation in any subsequent purchase period, such
individual must re-enroll in the Plan (by making a timely filing of a
new purchase agreement and payroll deduction authorization) on or
before the date he/she is first eligible to join the new purchase
period.

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- If the Participant ceases to remain an Eligible Employee
while his/her purchase right is outstanding, then such purchase right
shall immediately terminate, and the payroll deductions collected from
such Participant for the purchase period shall be promptly refunded in
the currency in which paid by the Foreign Subsidiary to the
Participant. However, should the Participant's cessation of Eligible
Employee status occur by reason of death or permanent disability, then
such individual (or the personal representative of a deceased
Participant) shall have the following election, exercisable up until
the last day of the purchase period:

- to withdraw all of the Participant's payroll deductions for
such purchase period, in the currency in which paid by the Foreign
Subsidiary, or

- to have such funds held for the purchase of shares at the
end of the purchase period.

If no such election is made, then such funds shall be
refunded as soon as possible after the end of the purchase period. In
no event, however, may any payroll deductions be made on the
Participant's behalf following his/her cessation of Eligible Employee
status.

STOCK PURCHASE. Shares of Common Stock shall automatically be
purchased on behalf of each Participant (other than Participants whose payroll
deductions have previously been refunded in accordance with the Termination of
Purchase Right provisions above) on the last U.S. business day of each purchase
period. The purchase shall be effected as follows: first, each Participant's
payroll deductions for that purchase period (together with any carryover
deductions from the preceding purchase period) shall be converted from the
currency in which paid by the Foreign Subsidiary into U.S. Dollars at the
exchange rate in effect on the purchase date, and then the amount of U.S.
Dollars calculated for each Participant on the basis of such exchange rate shall
be applied to the purchase of whole shares of Common Stock (subject to the
limitation on the maximum number of purchasable shares set forth above) at the
purchase price in effect for such purchase period. Any payroll deductions not
applied to such purchase because they are not sufficient to purchase a whole
share shall be held for the purchase of Common Stock in the next purchase
period. However, any payroll deductions not applied to the purchase of Common
Stock by reason of the limitation on the maximum number of shares purchasable by
the Participant during the purchase period shall be promptly refunded to the
Participant in the currency in which paid by the Foreign Subsidiary.

PRORATION OF PURCHASE RIGHTS. Should the total number of shares of
Common Stock which are to be purchased pursuant to outstanding purchase rights
on any particular date exceed the number of shares then available for issuance
under the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded to such Participant in the currency in which paid by the Foreign
Subsidiary.

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RIGHTS AS STOCKHOLDER. A Participant shall have no stockholder rights
with respect to the shares subject to his/her outstanding purchase right until
the shares are actually purchased on the Participant's behalf in accordance with
the applicable provisions of the Plan. No adjustments shall be made for
dividends, distributions or other rights for which the record date is prior to
the date of such purchase.

A Participant shall be entitled to receive, as soon as practicable
after the end of each purchase period, a stock certificate for the number of
shares purchased on the Participant's behalf. Such certificate may, upon the
Participant's request, be issued in the names of the Participant and his/her
spouse or may be issued in "street name" for immediate deposit in a designated
brokerage account.

ASSIGNABILITY. No purchase right granted under the Plan shall be
assignable or transferable by the Participant other than by will or by the laws
of descent and distribution following the Participant's death, and during the
Participant's lifetime the purchase right shall be exercisable only by the
Participant.

CHANGE IN OWNERSHIP. Should any of the following transactions (a
"Corporate Transaction") occur during the purchase period:

(i) a merger or other reorganization in which Microchip
will not be the surviving corporation (other than a
reorganization effected primarily to change the State in
which Microchip is incorporated), or

(ii) a sale of all or substantially all of Microchip's
assets in liquidation or dissolution of Microchip, or

(iii) a reverse merger in which Microchip is the
surviving corporation but in which more than 50% of
Microchip's outstanding voting stock is transferred to
person or persons different from those who held the stock
immediately prior to such merger,

then all outstanding purchase rights under the Plan shall
automatically be exercised immediately prior to the effective date of such
Corporate Transaction by applying the payroll deductions of each Participant for
the purchase period in which such Corporate Transaction occurs to the purchase
of whole shares of Common Stock at one hundred percent (100%) of the LOWER of
(i) the fair market value of the Common Stock on the start date of the purchase
period in which such Corporate Transaction occurs or (ii) the fair market value
of the Common Stock immediately prior to the effective date of such Corporate
Transaction. Payroll deductions shall be converted from the currency in which
paid by the Foreign Subsidiary into U.S. Dollars on the basis of the exchange
rate in effect on the purchase date, and the applicable share limitation of
Article VII shall continue to apply to each such purchase. Should Microchip sell
or otherwise dispose of its ownership interest in any Foreign Subsidiary
participating in the Plan, whether through merger or sale of all or
substantially all of the assets or outstanding capital stock of that Foreign
Subsidiary, then a similar exercise of outstanding purchase rights shall be
effected immediately prior to the effective date of such disposition, but only

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to the extent those purchase rights are attributable to the employees of such
Foreign Subsidiary.

Microchip shall use its best efforts to provide at least ten (10)-days
advance written notice of the occurrence of any such Corporate Transaction, and
the Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights in accordance with the applicable
provisions of this Article VII.

VIII. AMENDMENT AND TERMINATION

A. The Microchip Board of Directors may alter, amend, suspend or
discontinue the Plan with respect to one or more Foreign Subsidiaries following
the end of any purchase period. The Microchip Board may also terminate the Plan
in its entirety immediately following the end of any purchase period. In such
event, no further purchase rights shall thereafter be granted or exercised, and
no further payroll deductions shall thereafter be collected, under the Plan.

IX. GENERAL PROVISIONS

A. The Plan shall become effective on the designated Effective Date
for each Foreign Subsidiary, PROVIDED Microchip shall have complied with all
applicable requirements of the Securities Act of 1933 (as amended), all
applicable listing requirements of any securities exchange on which shares of
the Common Stock are listed and all other applicable requirements established by
law or regulation.

B. The Plan shall terminate upon the EARLIER of (i) the last U.S.
business day in November 2014 or (ii) the date on which all shares available for
issuance under the Plan shall have been sold pursuant to purchase rights
exercised under the Plan.

C. All costs and expenses incurred in the administration of the Plan
shall be paid by the Foreign Subsidiary.

D. Neither the action of Microchip or the Foreign Subsidiary in
establishing the Plan, nor any action taken under the Plan by the Microchip
Board or the Plan Administrator, nor any provision of the Plan itself shall be
construed so as to grant any person the right to remain in the employ of the
Foreign Subsidiary for any period of specific duration, and such person's
employment may be terminated at any time, with or without cause.

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SCHEDULE A

LIST OF FOREIGN SUBSIDIARIES
PARTICIPATING IN THE PLAN
AS OF MARCH 3, 2003


Microchip Technology Australia PTY Ltd.
Microchip Technology Austria GmbH
Microchip Technology Canada Inc.
Arizona Microchip Technology Sarl
Microchip Technology GmbH
Microchip Technology Hong Kong Ltd.
Microchip Technology SRL
Microchip Technology Japan K.K.
Microchip Technology Korea Ltd.
Microchip Technology Mexico, S.DE R.L. DE C.V.
Microchip Technology Singapore Pte. Ltd.
Microchip Technology Switzerland S.A.
Microchip Technology (Barbados) Inc. - Taiwan Branch
Microchip Ltd.

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