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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000891836-01-000073.txt : 20010226
<SEC-HEADER>0000891836-01-000073.hdr.sgml : 20010226
ACCESSION NUMBER:		0000891836-01-000073
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20010223
GROUP MEMBERS:		KONINKLIJKE PHILIPS ELECTRONICS NV
GROUP MEMBERS:		PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FEI CO
		CENTRAL INDEX KEY:			0000914329
		STANDARD INDUSTRIAL CLASSIFICATION:	SPECIAL INDUSTRY MACHINERY, NEC [3559]
		IRS NUMBER:				930621989
		STATE OF INCORPORATION:			OR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-49649
		FILM NUMBER:		1553479

	BUSINESS ADDRESS:	
		STREET 1:		7451 NE EVERGREEN PWY
		CITY:			HILLSBORO
		STATE:			OR
		ZIP:			97124-5830
		BUSINESS PHONE:		5036901500

	MAIL ADDRESS:	
		STREET 1:		7451 NE EVERGREEN PARKWAY
		CITY:			HILLSBORO
		STATE:			OR
		ZIP:			97124

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KONINKLIJKE PHILIPS ELECTRONICS NV
		CENTRAL INDEX KEY:			0000313216
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
		STREET 2:		1096 HA AMSTERDAM
		CITY:			THE NETHERLANDS

	MAIL ADDRESS:	
		STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
		STREET 2:		1096 HA AMSTERDAM
		CITY:			THE NETHERLANDS

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS ELECTRONICS N V
		DATE OF NAME CHANGE:	19930727
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT NO. 3 TO SCHEDULE 13D
<TEXT>


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13D/A
                    Under the Securities Exchange Act of 1934


                                (Amendment No. 3)

                                   FEI COMPANY
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    30241L109
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                               Andrew D. Soussloff
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004
                                 (212) 558-4000
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                February 1, 2001
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].

<PAGE>


- --------------------------------------------------------------------------------
CUSIP NO.  30241L109                                          PAGE 2 OF 16 PAGES
- --------------------------------------------------------------------------------
1.       NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

         Koninklijke Philips Electronics N.V. (Royal Philips Electronics)
- --------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [ X ]
         (SEE INSTRUCTIONS)                                            (b) [   ]
- --------------------------------------------------------------------------------
3.       SEC USE ONLY
- --------------------------------------------------------------------------------
4.       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                   WC
- --------------------------------------------------------------------------------
5.       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
         IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                        [   ]
- --------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION                    The Netherlands
- --------------------------------------------------------------------------------
                     7.  SOLE VOTING POWER                                 0
 NUMBER OF           -----------------------------------------------------------
 SHARES              8.  SHARED VOTING POWER                      14,244,545*
 BENEFICIALLY        -----------------------------------------------------------
 OWNED BY            9.  SOLE DISPOSITIVE POWER                            0
 EACH                -----------------------------------------------------------
 REPORTING           10. SHARED DISPOSITIVE POWER                 14,244,545*
 PERSON WITH
- --------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED
         BY EACH REPORTING PERSON                                 14,244,545*
- --------------------------------------------------------------------------------
12.      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
         (SEE INSTRUCTIONS)                                                [   ]
- --------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             50.0%*
- --------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                          CO
- --------------------------------------------------------------------------------
* See Items 3, 4 and 5.

<PAGE>


- --------------------------------------------------------------------------------
CUSIP NO.  30241L109                                          PAGE 3 OF 16 PAGES
- --------------------------------------------------------------------------------
1.       NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

         Philips Business Electronics International B.V.
- --------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [ X ]
         (SEE INSTRUCTIONS)                                            (b) [   ]
- --------------------------------------------------------------------------------
3.       SEC USE ONLY
- --------------------------------------------------------------------------------
4.       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                   WC
- --------------------------------------------------------------------------------
5.       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
         IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                        [   ]
- --------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION                    The Netherlands
- --------------------------------------------------------------------------------
                     7.  SOLE VOTING POWER                                 0
 NUMBER OF           -----------------------------------------------------------
 SHARES              8.  SHARED VOTING POWER                      14,244,545*
 BENEFICIALLY        -----------------------------------------------------------
 OWNED BY            9.  SOLE DISPOSITIVE POWER                            0
 EACH                -----------------------------------------------------------
 REPORTING           10. SHARED DISPOSITIVE POWER                 14,244,545*
 PERSON WITH
- --------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED
         BY EACH REPORTING PERSON                                 14,244,545*
- --------------------------------------------------------------------------------
12.      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
         (SEE INSTRUCTIONS)                                                [   ]
- --------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             50.0%*
- --------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                          CO
- --------------------------------------------------------------------------------
* See Items 3, 4 and 5.


<PAGE>


     This Amendment No. 3 to Schedule 13D ("Amendment No. 3") relates to the
Schedule 13D filed on February 28, 1997, as amended by Amendment No. 1 thereto
filed on December 8, 1998 and Amendment No. 2 thereto filed on April 10, 2000,
with respect to the Common Stock of FEI Company (the "Issuer"), by Koninklijke
Philips Electronics N.V., a Netherlands corporation ("Philips"), and Philips
Business Electronics International B.V., a Netherlands corporation and a wholly
owned subsidiary of Philips ("PBE" and, together with Philips, the "Reporting
Persons"), formerly known as Philips Industrial Electronics International B.V.

Item 2. Identity and Background.

     Items 2(a) through 2(c) and Item 2(f) are hereby amended in their entirety
as follows:

     (a)-(c); (f). The principal business of Philips is to act as the holding
company of the Philips group. The Philips group is engaged primarily in the
manufacture and distribution of electronic and electrical products, systems and
equipment. PBE is a wholly owned subsidiary of Philips which manages the
Business Electronics product division of Philips through a number of operating
companies or business units. The principal office and business address of
Philips is Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands.
The principal office and business address of PBE is Building TQ III-2, P.O. Box
218, 5600 MD Eindhoven, The Netherlands.

     Attached as Schedule I hereto and incorporated by reference herein is a
list of the members of the Supervisory Board and the members of the Board of
Management and the Group Management Committee of Philips, and the directors and
executive officers of PBE. Schedule I sets forth each of such persons' name,
business address, present principal occupation or employment and citizenship,
and the name, principal business and address of the corporation or other
organization in which such employment is conducted.

Item 4. Purpose of the Transaction.

     Item 4 is hereby amended and supplemented as follows:

     According to information provided to the Reporting Persons by the Issuer,
PBE's ownership interest in the Common Stock has declined as a result of the
exercise subsequent to December 31, 2000 of options representing 21,281 shares
of Common Stock, and the Reporting Persons anticipate that PBE's ownership
interest in the Common Stock will be reduced further on February 28, 2001 as a
result of the Issuer's issuance of additional shares of Common Stock pursuant to
the Employee Share Purchase Plan of the Issuer. The Reporting Persons' current
intention, which is subject to change, is that PBE will not acquire additional
shares of the Common Stock sufficient to acquire a majority ownership interest
in the Common Stock.

                              (Page 4 of 16 Pages)

<PAGE>

Item 5. Interest in Securities of Issuer.

     Items 5(a) through 5(c) are hereby amended in their entirety as follows:

     (a); (b). According to information provided to the Reporting Persons by the
Issuer, the number of shares of Common Stock outstanding as of February 22, 2001
was 28,510,041. Rows 7-11 and 13 of the cover pages to this Amendment No. 3 are
hereby incorporated by reference. To the best knowledge of the Reporting
Persons, no other person listed on Schedule I hereto is the beneficial owner of
any shares of Common Stock.

     (c). On December 29, 2000, the Issuer delivered to PBE 27,000 newly issued
shares of Common Stock without additional consideration in accordance with the
terms of the Combination Agreement (as defined in Item 6).

     This Item 5 is qualified in its entirety by reference to the Combination
Agreement, the Letter Agreements (as defined in Item 6), the Stock Purchase
Agreement, dated December 3, 1998, between PBE and the Issuer (the "Stock
Purchase Agreement"), the Agreement and Plan of Merger, dated December 3, 1998,
among the Issuer, Micrion Corporation and MC Acquisition Corporation (the
"Merger Agreement"), the Supplemental Agreement (as defined in Item 6) and the
Purchase Agreement (as defined in Item 6), which are filed as Exhibits 1, 2, 3,
4, 5, 7 and 8 hereto, respectively, and are incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer

     Item 6 is hereby amended and supplemented as follows:

     Pursuant to the Combination Agreement, dated November 15, 1996 (as amended
and supplemented, the "Combination Agreement"), between the Issuer and the
Reporting Persons, as amended by Letter Agreements, dated November 22, 1996,
between the Issuer and PBE, and February 21, 1997, between the Issuer and the
Reporting Persons (the "Letter Agreements"), and as amended and supplemented by
an agreement entered into by the Issuer and the Reporting Persons on February 1,
2001 (the "Supplemental Agreement"), PBE has the right to receive from the
Issuer from time to time, without the payment of any additional consideration,
additional shares of Common Stock when options, warrants, convertible securities
or other rights to acquire shares of Common Stock outstanding (or issuable
without further action by the Issuer's board of directors) as of February 21,
1997 are exercised or converted. Pursuant to the Supplemental Agreement, when
shares of Common Stock are issued upon exercise of such options (including
options granted on September 18, 1998 in replacement of options outstanding on
February 21, 1997) during any fiscal quarter of the Issuer ending on or after
December 31, 2000, PBE is entitled to receive the additional shares described in
the immediately preceding sentence no later than thirty calendar days following
the close of such fiscal quarter. For each share of Common Stock issued upon
such exercise or conversion, PBE is entitled to receive approximately 1.222

                              (Page 5 of 16 Pages)

<PAGE>


shares of Common Stock from the Issuer. On February 21, 1997, 1,531,689 shares
of Common Stock were so issuable pursuant to the Combination Agreement
("Additional Shares"). As of the date hereof, the Issuer has issued to PBE
597,439 Additional Shares, and, to the best knowledge of the Reporting Persons,
approximately 490,764 shares of Common Stock remain so issuable pursuant to the
Combination Agreement as of December 31, 2000.

     Also pursuant to the Combination Agreement, PBE has the right to purchase
from the Issuer at the then market price additional shares of Common Stock to
maintain its ownership interest of voting securities of the Issuer at up to 55%
whenever the Issuer offers, or has cumulatively offered since the last offer to
PBE pursuant to this provision, more than 0.5% of its outstanding voting
securities to any person or entity. If PBE sells shares of Common Stock, the
percentage level it has the right to maintain pursuant to this provision will be
reduced to the following: 55% less the product of (i) 100% and (ii) the number
determined by dividing (a) the number of shares of Common Stock sold by PBE
subsequent to November 15, 1996 (less the number of shares of Common Stock
bought by PBE subsequent to November 15, 1996 other than pursuant to this right)
by (b) the number of outstanding shares of the Issuer on the date of any sale of
shares by the Issuer that triggers this right. As of the date hereof, PBE has
bought no shares of Common Stock pursuant to this right, and has sold no shares
of Common Stock that would reduce this right below 55%. The rights described in
this paragraph will terminate when Philips' direct or indirect ownership
interest in the outstanding voting securities of the Issuer falls below 40%.

     On March 30, 2000, PBE entered into an agreement (the "Purchase Agreement")
with the Issuer with respect to the 5,000 newly issued shares of Common Stock
that PBE purchased from the Issuer at a purchase price of $28.8438 per share on
the same date.

     This Item 6 is also qualified in its entirety by reference to the
Combination Agreement, the Letter Agreements, the Stock Purchase Agreement, the
Supplemental Agreement and the Purchase Agreement, which are filed as Exhibits
1, 2, 3, 4, 7 and 8 hereto, respectively, and are incorporated herein by
reference.

Item 7. Material to be Filed as Exhibits

     Item 7 is hereby amended in its entirety as follows:

Exhibit       Description
- -------       -----------

   1          Combination Agreement, dated November 15, 1996, by and among
              Philips Industrial Electronics International B.V., FEI Company
              and, for the purposes of Sections 4.1, 4.2, 4.3, 4.6(d)(ii), 4.15,
              5.8(b), 5.8(c), 5.9(a), 5.13(a), 5.13(d), 5.16, 7.2 and 9.10 only,
              Philips Electronics N.V. (incorporated herein by reference to the
              Schedule 13D filed by the Reporting Persons on February 28, 1997).

                              (Page 6 of 16 Pages)

<PAGE>

   2          Letter Agreement, dated November 22, 1996, between Philips
              Industrial Electronics International B.V. and FEI Company
              (incorporated herein by reference to the Schedule 13D filed by the
              Reporting Persons on February 28, 1997).

   3          Letter Agreement, dated February 21, 1997, by and among Philips
              Industrial Electronics International B.V., FEI Company and, for
              the purpose of Section 5 only, Philips Electronics N.V.
              (incorporated herein by reference to the Schedule 13D filed by the
              Reporting Persons on February 28, 1997).

   4          Stock Purchase Agreement, dated December 3, 1998, between Philips
              Business Electronics International B.V. and FEI Company
              (incorporated herein by reference to the Schedule 13D/A filed by
              the Reporting Persons on December 8, 1998).

   5          Agreement and Plan of Merger, dated December 3, 1998, among FEI
              Company, Micrion Corporation and MC Acquisition Corporation
              (incorporated herein by reference to the Schedule 13D/A filed by
              the Reporting Persons on December 8, 1998).

   6          Voting Agreement, dated December 3, 1998, between Philips Business
              Electronics International B.V. and Micrion Corporation
              (incorporated herein by reference to the Schedule 13D/A filed by
              the Reporting Persons on December 8, 1998).

   7          Agreement, effective as of December 31, 2000, among FEI Company,
              Philips Business Electronics International B.V. and Koninklijke
              Philips Electronics N.V.

   8          Agreement, entered into on March 30, 2000, between FEI Company and
              Philips Business Electronics International B.V.

                              (Page 7 of 16 Pages)

<PAGE>


                                   SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:    February 23, 2001

                                       KONINKLIJKE PHILIPS ELECTRONICS N.V.


                                       By:  /s/ Arie Westerlaken
                                           -----------------------------------
                                           Name:  Arie Westerlaken
                                           Title: General Secretary



                              (Page 8 of 16 Pages)

<PAGE>

                                   SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:    February 23, 2001

                                        PHILIPS BUSINESS ELECTRONICS
                                        INTERNATIONAL B.V.


                                        By: /s/ A.P.M. van der Poel
                                           -----------------------------------
                                           Name:  A.P.M. van der Poel


                                        By: /s/ J.C. Lobbezoo
                                           -----------------------------------
                                           Name:  J.C. Lobbezoo



                              (Page 9 of 16 Pages)

<PAGE>


                           Schedule I to Schedule 13D


A.       MEMBERS OF THE SUPERVISORY BOARD OF KONINKLIJKE PHILIPS
         ELECTRONICS N.V. (ROYAL PHILIPS ELECTRONICS)

         Unless otherwise indicated each person listed below is not employed,
other than as a member of the Supervisory Board, and thus no employer,
employer's address or principal place of business of employer is listed.

NAME:                    K. VAN MIERT
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Chairman - Rector of Nijenrode University.  Member of
                         the Supervisory Board of Wolters Kluwer. Member of the
                         Boards of Agfa Gevaert and De Persgroep. Member of the
                         advisory boards of Goldman Sachs, Rabobank and
                         Swissair.
Employer:                Nijenrode University
Employer's Address:      Straatweg 25
                         3621 BG Breukelen
                         The Netherlands
Citizenship:             Belgium

NAME:                    W. HILGER
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Retired.  Member of the Supervisory Boards of Victoria
                         Versicherung and Victoria Lebensversicherung.
Citizenship:             Germany

NAME:                    L.C. VAN WACHEM
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Retired. Chairman of the Supervisory Board of Royal
                         Dutch Petroleum Company. Member of the Supervisory
                         Boards of Akzo Nobel, BMW and Bayer. Member of the
                         Board of Directors of IBM, ATCO and Zurich Financial
                         Services.

                              (Page 10 of 16 Pages)

<PAGE>

Citizenship:             The Netherlands

NAME:                    L. SCHWEITZER
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Chairman and Chief Executive Officer of Renault. Member
                         of the Boards of Pechiney, Banque Nationale de Paris,
                         Electricite de France.
Employer:                La regie nationale des usines Renault
Employer's Address:      34 Quai du Point du Jour
                         BP 103 92109
                         Boulogne Bilancourt
                         Cedex, France
Principal Business of
Employer:                Design, manufacture and sale of
                         automobiles and related businesses
Citizenship:             France

NAME:                    SIR RICHARD GREENBURY
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Retired. Member of the Boards of Unifi Inc. and
                         Electronics Boutique Plc.
Citizenship:             United Kingdom

NAME:                    W. DE KLEUVER
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Retired.
Citizenship:             The Netherlands

NAME:                    J.M. HESSELS
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands

                              (Page 11 of 16 Pages)

<PAGE>

Principal Occupation:    Chairman of the Supervisory Board of Euronext. Member
                         of the Supervisory Boards of BN.com, Laurus, Schiphol
                         Group and Royal Vopak.
Citizenship:             The Netherlands

B.       BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE OF
         ROYAL PHILIPS ELECTRONICS

         Unless otherwise indicated, all of the members of the Board of
         Management and Group Management Committee are employed by Royal Philips
         Electronics at Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The
         Netherlands, whose principal business is the manufacture and
         distribution of electronic and electrical products, systems and
         equipment.

NAME:                    COR BOONSTRA
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    President and Chief Executive Officer of Royal Philips
                         Electronics. Currently, Chairman of the Supervisory
                         Boards of Amstelland N.V. and the Technical University
                         Eindhoven, Vice Chairman of the Supervisory Board of
                         Atos Origin S.A. and Member of the Supervisory Boards
                         of Sara Lee DE N.V., Hunter Douglas International N.V.
                         and Ahold N.V.
Citizenship:             The Netherlands

NAME:                    JAN H.M. HOMMEN
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Executive Vice-President and Chief Financial Officer of
                         Royal Philips Electronics. Member of the Supervisory
                         Board of Atos Origin S.A.
Citizenship:             The Netherlands

NAME:                    ADRI BAAN
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Executive Vice-President of Royal Philips Electronics.
Citizenship:             The Netherlands


                              (Page 12 of 16 Pages)

<PAGE>

NAME:                    ARTHUR P.M. VAN DER POEL
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Executive Vice-President, and President/CEO of the
                         Semiconductor Division, of Royal Philips Electronics.
                         Member of the Board of Directors of Taiwan
                         Semiconductor Manufacturing Company Ltd.
Citizenship:             The Netherlands

NAME:                    JOHN W. WHYBROW
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Executive Vice-President, and President/CEO of the
                         Lighting Division, of Royal Philips Electronics.
                         Director of Wolseley PLC.
Citizenship:             United Kingdom

NAME:                    GERARD J. KLEISTERLEE
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Executive Vice-President and Chief Operating Officer of
                         Royal Philips Electronics.
Citizenship:             The Netherlands

NAME:                    AD H.A. VEENHOF
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Senior Vice-President, and President/CEO of the
                         Domestic Appliances and Personal Care Division, of
                         Royal Philips Electronics.
Citizenship:             The Netherlands

NAME:                    HANS M. BARELLA
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands

                              (Page 13 of 16 Pages)

<PAGE>


Principal Occupation:    Senior Vice-President, and President/CEO of the Medical
                         Systems Division, of Royal Philips Electronics.
Citizenship:             The Netherlands

NAME:                    JAN P. OOSTERVELD
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Senior Vice-President of Royal Philips Electronics.
                         Member of the Board of Directors of Tivo Inc.
Citizenship:             The Netherlands

NAME:                    ARIE WESTERLAKEN
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Senior Vice-President, General Secretary, Chief Legal
                         Officer and Secretary to the Board of Management, of
                         Royal Philips Electronics. Member of the Supervisory
                         Boards of ASM Lithography Holding N.V. and Atos Origin
                         S.A.
Citizenship:             The Netherlands

NAME:                    AD HUIJSER
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Senior Vice-President, and CEO of Philips Research, of
                         Royal Philips Electronics.
Citizenship:             The Netherlands

NAME:                    TJERK HOOGHIEMSTRA
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Senior Vice-President of Royal Philips Electronics.
Citizenship:             The Netherlands

NAME:                    GUY DEMUYNCK
Business Address:        Royal Philips Electronics

                              (Page 14 of 16 Pages)

<PAGE>


                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Senior Vice-President, and CEO of Philips Consumer
                         Electronics Mainstream, of Royal Philips Electronics.
Citizenship:             Belgium

NAME:                    MATT MEDEIROS
Business Address:        Royal Philips Electronics
                         Rembrandt Tower
                         Amstelplein 1
                         1096 HA Amsterdam, The Netherlands
Principal Occupation:    Senior Vice-President, and President and CEO of the
                         Components Division, of Royal Philips Electronics.
Citizenship:             United States

C.       DIRECTORS AND EXECUTIVE OFFICERS OF PHILIPS BUSINESS ELECTRONICS
         INTERNATIONAL B.V.

         Unless otherwise indicated, all of the directors and executive officers
of Philips Business Electronics International B.V. are employed by Philips
Business Electronics International B.V. at Building TQ III-2, P.O. Box 218, 5600
MD Eindhoven, The Netherlands, whose principal business is the managing of the
Business Electronics product division of Royal Philips Electronics through a
number of operating companies or business units.

NAME:                    ARTHUR P.M. VAN DER POEL
Business Address:        Philips Business Electronics
                         International B.V.
                         Building TQ III-2
                         P.O. Box 218
                         5600 MD Eindhoven, The Netherlands
Principal Occupation:    Executive Vice-President, and President/CEO of the
                         Semiconductor Division, of Royal Philips Electronics.
                         Member of the Board of Directors of Taiwan
                         Semiconductor Manufacturing Company Ltd.
Citizenship:             The Netherlands

NAME:                    JAN C. LOBBEZOO
Business Address:        Philips Business Electronics
                         International B.V.
                         Building TQ III-2
                         P.O. Box 218
                         5600 MD Eindhoven, The Netherlands


                               (Page 15 of 16 Pages)

<PAGE>

Principal Occupation:    Executive Vice President and Chief Financial Officer of
                         Philips Semiconductors International B.V. Member of the
                         Board of Directors of Taiwan Semiconductor
                         Manufacturing Company Ltd.
Citizenship:             The Netherlands






                               (Page 16 of 16 Pages)

<PAGE>


                               INDEX TO EXHIBITS
                               -----------------
                                                                       Filing
Exhibit No.   Exhibit                                                Exhibit No.
- -----------   -------                                                -----------

   1          Combination Agreement, dated November 15, 1996, by
              and among Philips Industrial Electronics
              International B.V., FEI Company and, for the
              purposes of Sections 4.1, 4.2, 4.3, 4.6(d)(ii),
              4.15, 5.8(b), 5.8(c), 5.9(a), 5.13(a), 5.13(d),
              5.16, 7.2 and 9.10 only, Philips Electronics N.V.
              (incorporated herein by reference to the Schedule
              13D filed by the Reporting Persons on February 28,
              1997).

   2          Letter Agreement, dated November 22, 1996, between
              Philips Industrial Electronics International B.V.
              and FEI Company (incorporated herein by reference
              to the Schedule 13D filed by the Reporting Persons
              on February 28, 1997).

   3          Letter Agreement, dated February 21, 1997, by and
              among Philips Industrial Electronics International
              B.V., FEI Company and, for the purpose of Section 5
              only, Philips Electronics N.V. (incorporated herein
              by reference to the Schedule 13D filed by the
              Reporting Persons on February 28, 1997).

   4          Stock Purchase Agreement, dated December 3, 1998,
              between Philips Business Electronics International
              B.V. and FEI Company (incorporated herein by
              reference to the Schedule 13D/A filed by the
              Reporting Persons on December 8, 1998).

   5          Agreement and Plan of Merger, dated December 3,
              1998, among FEI Company, Micrion Corporation and MC
              Acquisition Corporation (incorporated herein by
              reference to the Schedule 13D/A filed by the
              Reporting Persons on December 8, 1998).

   6          Voting Agreement, dated December 3, 1998, between
              Philips Business Electronics International B.V. and
              Micrion Corporation (incorporated herein by
              reference to the Schedule 13D/A filed by the
              Reporting Persons on December 8, 1998).

   7          Agreement, effective as of December 31, 2000, among       99.7
              FEI Company, Philips Business Electronics
              International B.V. and Koninklijke Philips
              Electronics N.V.

   8          Agreement, entered into on March 30, 2000, between        99.8
              FEI Company and Philips Business Electronics
              International B.V.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>2
<FILENAME>0002.htm
<DESCRIPTION>AGREEMENT, EFFECTIVE 12/31/2000
<TEXT>

<HTML>
<HEAD>
<TITLE>
Exhibit 7: Agreement, effective 12/31/2000
</TITLE>
</HEAD>
<BODY>
<CENTER><B>AGREEMENT</B></CENTER>
<BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement, effective as
of December 31, 2000, is by and among FEI Company, an Oregon corporation
(&#147;<U>FEI</U>&#148;), Philips Business Electronics International BV, a
Netherlands corporation formerly known as Philips Industrial Electronics
International BV, (&#147;<U>PBE</U>&#148;) and Koninklijke Philips Electronics
NV, a Netherlands corporation (&#147;<U>Philips</U>&#148;).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;On
November 15, 1996, the parties hereto entered into a Combination Agreement (the
&#147;<U>Combination Agreement</U>&#148;) under which PBE acquired shares of
common stock of FEI, constituting approximately 55% of FEI&#146;s outstanding
common stock, in exchange for, among other things, 100% of the issued and
outstanding capital stock of certain Philips electron optics affiliates.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;The
percentage ownership interest of PBE has been reduced since the date PBE
acquired shares of FEI, such that PBE&#146;s interest is now approaching 50%. It
is in the mutual best interests of the parties to clarify certain aspects of the
agreements and relationships between them to facilitate an orderly transition in
the event PBE&#146;s ownership interest of FEI is further reduced. The parties
desire to memorialize their understandings in this Agreement. As used in this
Agreement, &#147;<U>Triggering Date</U>&#148; means the earlier of (i) the date
that PBE&#146;s ownership interest in FEI falls below 45% of the issued and
outstanding shares of FEI or (ii) the date that FEI ceases to be a consolidated
company within the Philips group of companies. In regard to a potential
determination by Philips to effect a deconsolidation of FEI, Philips agrees to
maintain open communication with FEI on an ongoing basis about this matter. Mr.
Noud van den Heuvel (or his nominee) of Philips Corporate Control and Mr. John
Hodgson of FEI will serve as the principal contact persons for this purpose.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In consideration of the
above and the mutual covenants and undertakings contained herein, and subject to
and on the terms and conditions herein set forth, the parties agree as
follows:</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%><B>1.</B></TD>
<TD WIDTH=90%><B><U>Intellectual Property</U>.</B>
</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;&nbsp;&nbsp;<U>Use
of Philips Trademark</U>.</B> Notwithstanding the provisions of Section 5.16(b)
of the Combination Agreement, Philips agrees that FEI shall be entitled to apply
the &#147;Philips&#148; wordmark and emblem on its products and in any
advertising of such products, in combination with the FEI trademark under
customary Philips policies, for a one year period commencing on the Triggering
Date. The parties will enter into a further trademark license agreement
reflecting this understanding.</P>
<BR>
<HR SIZE=3 NOSHADE>
<BR><BR>


<PAGE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%><B>(b)</B></TD>
<TD WIDTH=90%><B><U>Patent Transfers</U>.</B>
<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;
&nbsp;<U>Patents Transferred Pursuant to the Combination Agreement</U>.</B>
Philips agrees and confirms that it will transfer to FEI all of the patents,
patent applications, counterpart patents and related documentation as set forth
on <B><U>Exhibit A</U></B>, at FEI&#146;s expense, effective as soon as
practicable after the Triggering Date. Philips acknowledges that FEI is entitled
to ownership of the patents, patent applications and related documents listed in
<U>Exhibit A</U>, and Philips will cooperate with FEI in securing their transfer
and will execute any required documentation therefor, including patent
assignments. All such transfers will be made pursuant to Section 5.16(a)(ii) of
the Combination Agreement, including provisions stating that the transfers are
subject to Philips&#146; prior commitments and license-back to Philips.<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;
&nbsp;<U>Other Patent Transfers</U>.</B> Philips further agrees that it will
transfer the patents, patent applications, counterpart patents and related
documentation as set forth on <B><U>Exhibit B</U></B>, at FEI&#146;s expense,
effective as soon as practicable after the Triggering Date. Philips acknowledges
that FEI is entitled to ownership of the patents, patent applications and
related documents listed in <B><U>Exhibit B</U></B>, and Philips will cooperate
with FEI in securing their transfer and will execute any required documentation
therefor, including patent assignments. FEI agrees to pay NLG 47,925 to Philips
International BV upon transfer of the patents listed on <B><U>Exhibit B</U></B>.
All such transfers will be made pursuant to Section 5.16(a)(ii) of the
Combination Agreement, including provisions stating that the transfers are
subject to Philips&#146; prior commitments and license-back to
Philips.<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;
&nbsp;&nbsp;<U>License to Philips&#146; Patents Developed Outside the Electron
Optics Business</U>.</B> In accordance with Section 5.16(a)(ii) of the
Combination Agreement, Philips agrees to grant to FEI, effective as of the
Triggering Date, a non-exclusive, non-transferable license, without right to
sublicense, to those patents set forth on <B><U>Exhibit C</U></B> hereto and
such other patents, if any, filed prior to the Triggering Date as FEI may
reasonably request in the future. For licenses of patents filed prior to the
Triggering Date, the terms of the license will include a license rate of 1% of
net realized sales per patent used in the product, not to exceed 5% of net
realized sales per product, and other commercially reasonable terms. After the
Triggering Date, FEI may request Philips to extend said license against the same
terms and conditions with one or more additional patents, which patents, if
consented to by Philips on a case by case basis, will be added to such
license.<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;
&nbsp;<U>Jointly Owned Patents</U>.</B> Philips and FEI agree that the patents
set forth on <B><U>Exhibit D</U></B> are jointly owned by Philips and FEI with
each party having an undivided interest and a right to use and grant
non-exclusive licenses thereunder without accounting or reporting to the
other.<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;
&nbsp;<U>Patent Applications</U>.</B> Until PBE&#146;s ownership interest in FEI
falls below 25% of the outstanding common stock of FEI, Philips will continue to
provide FEI with<BR><BR></TD>
</TR>
</TABLE>

<BR><BR>
<CENTER>2</CENTER>
<BR><BR>
<HR SIZE=3 NOSHADE>
<BR><BR>


<PAGE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>the opportunity for confidential review of patent applications in
areas related to FEI&#146;s business.<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;
&nbsp;<U>Inventions Disclosures</U>.</B> The parties acknowledge that Exhibits A
through D to this Agreement may contain invention disclosures for which patent
applications have not been filed yet. When and if patent applications based on
these invention disclosures are filed, such patent applications and any patents
and patent applications based thereon will be treated in accordance with the
relevant section of this Agreement and the Exhibit in which they are
listed.<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;
&nbsp;<U>Patent Service Agreement</U>.</B> Philips is willing to continue the
patent service agreement (the &#147;PSA&#148;) currently in effect between
Philips and FEI after the Triggering Date, subject to the termination provisions
according to Article 13 of the PSA. For this purpose the parties agree that
Article 13 shall read as follows:<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;This Agreement
shall run as from the Effective Date. However, either FEI and Philips may
terminate this Agreement at the end of any year, by giving the other party to
this Agreement at least a three months written prior notice. This Agreement
terminates automatically from the date that Philips&#146; ownership interest in
FEI falls below 30%, after which a maximum period of three months is available
for transferring all documents and information to FEI, or to a third party to be
designated by FEI.&#148;<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>Philips and FEI agree to negotiate an amendment to the PSA to
provide for continuation of services by Philips (subject to Article 13 of the
PSA, amended as indicated above) with a gradual increase in rates commencing
January 1, 2001 to reach market rates of service by January 1,
2004.<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(viii)&nbsp;&nbsp;
&nbsp;<U>MSM Patents</U>.</B> As shown in Exhibit B, ownership of patents,
patent applications, invention disclosures and technology relating to the
MSM product will be transferred to FEI on the Triggering Date. In compensation for
the development efforts and expenditure of Philips in developing this
technology, FEI will make the following payments to Philips at the times
indicated:<BR><BR></TD> </TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=20%>&nbsp;</TD>
     <TD WIDTH=40%>December 31, 2001<BR>
                                December 31, 2002<BR>
                                December 31, 2003</TD>

     <TD WIDTH=30%> Euro 150,000<BR>
                                 Euro 225,000<BR>
                                 Euro 325,000.<BR><BR></TD>
     <TD WIDTH=10%>&nbsp;</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, FEI agrees
to pay Philips a royalty of 1% of the revenue received by FEI (after deduction
of selling commissions, if any) from sales of the MSM product to third party
customers during each of the years 2001 through 2010. The royalty will be
payable on or before March 31 of each year, commencing March 31, 2002, based on
sales revenue received by FEI during the prior calendar year, up to a maximum
cumulative royalty payment of Euro1.3 million. If the MSM product is sold by
FEI as part of a system, the revenue attributable to the MSM product for
this purpose will be equal to the amount of revenue that FEI would have received
if the product had been sold on a<BR><BR></TD>
</TR>
</TABLE>

<CENTER>3</CENTER>
<BR><BR>
<HR SIZE=3 NOSHADE>
<BR><BR>


<PAGE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>stand alone basis, but not less than the average per item
revenue received for MSM products sold by FEI as stand alone products in the
previous six (6) month period.</TD> </TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;&nbsp;&nbsp;<U>Contract
Research Rate</U>.</B> Research projects now in process between FEI and Philips
will be continued as mutually agreed between the parties. The parties agree to
negotiate an agreement governing those research projects which will continue or
commence after the Triggering Date. This agreement will be similar to currently
existing contracts of Philips Research with companies not majority-owned by
Philips.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;&nbsp;&nbsp;
<U>Insurance</U>.</B> In connection with the global insurance coverage currently
provided to FEI as a result of Philips&#146; majority ownership thereof, the
parties agree that FEI may not participate in the Philips global insurance
policies after the Triggering Date; provided however, that if the Triggering
Date will occur because of a deconsolidation of FEI from the Philips group that
does not result solely from Philips&#146; ownership interest in FEI falling
below 45%, Philips (1) will provide 30 calendar days notice to FEI in advance of
the deconsolidation and (2) agrees to use its best efforts to arrange with its
insurance carriers for the carriers to provide interim policies in the name of
FEI at FEI&#146;s expense, which interim policies will provide substantially
similar coverage for FEI for a period of six months following the Triggering
Date. FEI will reimburse Philips&#146; reasonable costs, including internal
costs at a rate of NLG 250 per hour, for assistance in arranging the interim
policies.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;&nbsp;&nbsp;
<U>Continuation of Credit Line</U>.</B> The parties acknowledge their general
agreement that FEI will promptly seek an alternative commercial credit facility
to replace the revolving credit facility currently in effect between Philips and
FEI. In that regard, the current Philips&#146; credit facility shall not
continue beyond 120 days after the Triggering Date.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;&nbsp;&nbsp;<U>PBE
Ownership of Common Stock of FEI</U>.</B> In full settlement of the divergent
views of the parties regarding Philips&#146; right pursuant to the Combination
Agreement to receive additional shares of common stock of FEI in connection with
the exercise of stock options outstanding on February 21, 1997, the parties
confirm that Philips will receive shares of common stock of FEI for no
additional consideration at the following times and in the following
amounts:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;(i)&nbsp;&nbsp;&nbsp;Prior to or within ten business days after the execution
of this Agreement by all parties: 102,335 shares; and</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;(ii)&nbsp;&nbsp;&nbsp;No later than 30 calendar days following the close
of each fiscal quarter of FEI ending on or after the effective date of this
Agreement: a number of shares of common stock of FEI equal to 122.22% of the
number of shares issued during that quarter on exercise of (a) FEI stock options
outstanding on February 21, 1997, and exercised subsequent to September 30, 2000
and (b) FEI stock options granted on September 18, 1998 in replacement of stock
options outstanding on February 21, 1997, and exercised subsequent to September
30, 2000. <B><U>Exhibit E</U></B> lists (1) all FEI stock options outstanding on
February 21, 1997 and still outstanding on September 30, 2000 and (2) all FEI
stock options granted on September 18, 1998 in replacement of stock options
outstanding on February 21, 1997 and still outstanding on September 30, 2000.</P>

<BR><BR>
<CENTER>4</CENTER><BR><BR>
<HR SIZE=3 NOSHADE><BR><BR>


<PAGE>


<P>As soon as practicable following execution of this Agreement, the stock
option grant and exercise records of FEI will be reviewed and verified by a
representative of Philips Internal Audit. If, after such audit, FEI and Philips
do not agree on the number of shares to be issued and issuable to Philips under
this Section 4, the records will be submitted to independent auditors for
resolution, which resolution will be binding on the parties.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;&nbsp;&nbsp;<U>Additional
Funding to FEI</U>.</B> As further consideration for the agreements and
conditions specified in this Agreement, Philips will make cash payments to FEI
by wire transfer as follows:</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=80%>For the year 2001, an amount of USD 3 million in 12 equal
installments of USD 250,000;<BR><BR>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=80%>For the year 2002, an amount of USD 2 million in 12 equal
installments of USD 166,667;<BR><BR>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=80%>For the year 2003, an amount of USD 1 million in 12 equal
installments of USD 83,333.<BR><BR>
</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the above-mentioned
installments shall be payable at the end of the calendar month to which they
relate, in arrears.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The above payments will cease as of
the date a change of control occurs with respect to FEI. For purposes of this
Agreement, a change of control means (1) the acquisition, directly or
indirectly, by a third party of beneficial ownership of more than 50% of the
outstanding shares of capital stock of FEI or (2) the transfer of all or
substantially all of the assets of FEI through sale or license of the assets to
a third party.</P>
<BR><BR>
<CENTER>[SIGNATURE PAGE FOLLOWS]</CENTER>

<BR><BR><BR><BR><BR>
<CENTER>5</CENTER><BR><BR>
<HR SIZE=3 NOSHADE><BR><BR>


<PAGE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF,</B> the
parties have executed or caused this Agreement to be executed effective as of the date
first written above.</P>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=50%>&nbsp;</TD>
     <TD WIDTH=50%><B>PHILIPS BUSINESS ELECTRONICS
                   INTERNATIONAL BV</B><BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=50%>&nbsp;</TD>
     <TD WIDTH=50%>By:&nbsp;&nbsp;/s/ A. van der Poel<BR>
<HR WIDTH=85% SIZE=1 NOSHADE>
                   Name:&nbsp;&nbsp;A. van der Poel<BR>
                   Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Director<BR>
                   Date:&nbsp;&nbsp;&nbsp;&nbsp;January 25, 2001<BR><BR><BR>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=50%>&nbsp;</TD>
     <TD WIDTH=50%><B>FEI COMPANY</B><BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=50%>&nbsp;</TD>
     <TD WIDTH=50%>By:&nbsp;&nbsp;/s/ Vahe A. Sarkissian<BR>
<HR WIDTH=85% SIZE=1 NOSHADE>
                   Name:&nbsp;&nbsp;Vahe A. Sarkissian<BR>
                   Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President and CEO<BR>
                   Date:&nbsp;&nbsp;&nbsp;&nbsp;January 25, 2001<BR><BR><BR>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=50%>&nbsp;</TD>
     <TD WIDTH=50%><B>KONINKLIJKE PHILIPS ELECTRONICS NV</B><BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=50%>&nbsp;</TD>
     <TD WIDTH=50%>By:&nbsp;&nbsp;/s/ A. van der Poel<BR>
<HR WIDTH=85% SIZE=1 NOSHADE>
                   Name:&nbsp;&nbsp;A. van der Poel<BR>
                   Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive Vice-President<BR>
                   Date:&nbsp;&nbsp;&nbsp;&nbsp;January 25, 2001<BR><BR>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=50%>&nbsp;</TD>
     <TD WIDTH=50%>By:&nbsp;&nbsp;/s/ A. Westerlaken<BR>
<HR WIDTH=85% SIZE=1 NOSHADE>
                   Name:&nbsp;&nbsp;A. Westerlaken<BR>
                   Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General Secretary<BR>
                   Date:&nbsp;&nbsp;&nbsp;&nbsp;February 1, 2001<BR><BR>
</TD>
</TR>
</TABLE>

<BR><BR>
<CENTER>6</CENTER><BR><BR>
<HR SIZE=3 NOSHADE><BR><BR>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>3
<FILENAME>0003.htm
<DESCRIPTION>AGREEMENT, ENTERED INTO 3/30/2000
<TEXT>

<HTML>
<HEAD>
<TITLE>
Exhibit 8: Agreement, entered into 3/30/2000
</TITLE>
</HEAD>
<BODY>
<CENTER>AGREEMENT TO BUY SHARES</CENTER>
<BR><BR>
<P>Philips Business Electronics International, B.V. (&#147;Buyer&#148;) hereby
agrees to purchase and FEI Company (&#147;Seller&#148;) hereby agrees to sell
5,000 shares of FEI Company Common Stock for a purchase price of $28.8438 per
share. Payment of the aggregate purchase price shall be no later than Monday,
April 3, 2000 by wire transfer into the following account of Seller:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[wire transfer instructions
deleted]</P>

<P>The share certificates will be issued on March 30, 2000 and shall be delivered
pursuant to the instruction of Buyer.  The shares will not be registered under
the Securities Act of 1933 and shall bear appropriate restrictive legends.</P>
<BR><BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=50%>Philips Business Electronics<BR>
                   &nbsp;&nbsp;International, B.V.<BR><BR>
                   By:&nbsp;&nbsp;/s/ William E. Curran
     <TD WIDTH=50%>FEI Company<BR><BR><BR>
                   By:&nbsp;&nbsp;/s/ William P. Mooney
</TD>
</TR>
</TABLE>
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