SC 13D/A

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


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


(Amendment No. 5)

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)


May 22, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

CUSIP NO. 30241L109 PAGE 2 of 17 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)                          Not applicable
                                                                                
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                          8,111,211*
 BENEFICIALLY                                                                   
 OWNED BY            9.  SOLE DISPOSITIVE POWER                                0
 EACH                                                                           
 REPORTING           10. SHARED DISPOSITIVE POWER                     8,111,211*
 PERSON WITH
                                                                                
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                                         8,111,211*

                                                                                
12.  CHECK IF THE AGGREGATE AMOUNT IN
     ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                     [ ]
                                                                                
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   25.5%*
                                                                                
14.  TYPE OF REPORTING PERSON                                                 CO
                                                                                
* See Items 3, 4 and 5.

CUSIP NO. 30241L109 PAGE 3 of 17 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)                           Not applicable
                                                                                
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                          8,111,211*
 BENEFICIALLY                                                                   
 OWNED BY            9.  SOLE DISPOSITIVE POWER                                0
 EACH                                                                           
 REPORTING           10. SHARED DISPOSITIVE POWER                     8,111,211*
 PERSON WITH
                                                                                
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                                         8,111,211*

                                                                                
12.  CHECK IF THE AGGREGATE AMOUNT IN
     ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                     [ ]
                                                                                
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   25.5%*
                                                                                
14.  TYPE OF REPORTING PERSON                                                 CO
                                                                                
* See Items 3, 4 and 5.

             This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) relates to the Schedule 13D filed on February 28, 1997, as amended by Amendment No. 1 thereto filed on December 8, 1998, Amendment No. 2 thereto filed on April 10, 2000, and Amendment No. 3 thereto filed on February 23, 2001 and Amendment No. 4 thereto filed on April 23, 2001 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 holding company and a wholly owned subsidiary of Philips. 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 VO-1, 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.

(Page 4 of 17 Pages)

Item 4. Purpose of the Transaction.

             Item 4 is hereby amended and supplemented as follows:

             In connection with a registered offering of 9,200,000 shares of Common Stock to the public (the “Offering”), which was consummated on May 22, 2001, pursuant to an underwriting agreement (the “Underwriting Agreement”), dated May 17, 2001, PBE sold to the underwriters named therein (the “Underwriters”) 6,133,334 shares of Common Stock at a price of $29.12 per share (the “Purchase Price”) and the Issuer sold to the Underwriters 3,066,666 shares of Common Stock at the Purchase Price.

             Pursuant to a lock up agreement (the “Lock Up Agreement”), dated May 17, 2001, PBE has agreed during the period beginning from May 22, 2001 and continuing to and including the date 180 days after May 22, 2001 (the “Lock Up Period”), not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of Common Stock or securities that are substantially similar to the Common Stock, including securities convertible into or exchangeable for or that represent the right to receive Common Stock, or publicly disclose the intention to enter into any of the aforementioned transactions, without the prior consent of Credit Suisse First Boston Corporation except that PBE may transfer shares of Common Stock to an affiliate of PBE or an affiliate of Philips provided that such affiliate agrees to be bound by the provisions of the Lock Up Agreement for the remainder of the Lock Up Period.

             As of the date of this Amendment No. 5, other than as described above and in Item 6, neither of the Reporting Persons has any plans or proposals with respect to the Issuer which relate to or would result in any of the events described in Item 4(a) through 4(j).

             Each Reporting Person is expected to evaluate on an ongoing basis the Issuer’s financial condition and prospects, its interests in and intentions with respect to the Issuer and general market conditions. Accordingly, each Reporting Person may change its plans at any time and from time to time. In particular, each Reporting Person may at any time and from time to time dispose of shares of Common Stock, acquire additional shares of Common Stock which would be sufficient to acquire a majority ownership interest in the Common Stock or otherwise acquire additional shares of Common Stock to which PBE is entitled pursuant to the provisions of the Combination Agreement described in the first paragraph of Item 6. To the knowledge of the Reporting Persons, each of the persons listed on Schedule I hereto may make a similar evaluation and may make similar changes.

             This Item 4 is qualified in its entirety by the Underwriting Agreement and the Lock Up Agreement, which are filed as exhibits 9 and 10 hereto, respectively, and incorporated by reference into this Item 4.

Item 5. Interest in Securities of Issuer.

(Page 5 of 17 Pages)

             Items 5(a) and 5(b) 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 May 21, 2001 was 28,680,157. Rows 7-11 and 13 of the cover pages to this Amendment No. 5 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); (d); (e). Not applicable.

             This Item 5 is qualified in its entirety by reference to the Combination Agreement, the Letter Agreements, the Stock Purchase Agreement, the Merger Agreement, the Supplemental Agreement, the Purchase Agreement, the Underwriting Agreement, and the Lock Up Agreement, which are filed as Exhibits 1, 2, 3, 4, 5, 7, 8, 9, and 10 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 the 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 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

(Page 6 of 17 Pages)

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 May 21, 2001.

             Prior to the Offering, PBE had the right pursuant to the Combination Agreement 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 offered, or had 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. PBE agreed in a letter addressed to the Company (the “Waiver”) to waive the right described in the immediately preceding sentence with respect to the sale by FEI of shares of Common Stock pursuant to the Underwriting Agreement. Because PBE’s ownership interest in the outstanding voting securities of the Issuer fell below 40% as a result of the Offering, PBE’s right to maintain its ownership interest terminated in accordance with the terms of the Combination Agreement.

             This Item 6 is qualified in its entirety by reference to the Combination Agreement, the Letter Agreements, the Stock Purchase Agreement, the Supplemental Agreement, the Purchase Agreement, the Underwriting Agreement, the Lock Up Agreement and the Waiver which are filed as Exhibits 1, 2, 3, 4, 7, 8, 9, 10 and 11 hereto, respectively, and are incorporated herein by reference.

Item 7. Materials to be filed as exhibits.

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(1), 5.13(a), 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 filed by the Reporting Persons on December 8, 1998).

(Page 7 of 17 Pages)

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. (incorporated herein by reference to the Schedule 13D/A filed by the Reporting Persons on February 23, 2001).
8.	Agreement, entered into on March 30, 2000, between FEI Company and Philips Business Electronics International B.V. (incorporated herein by reference to the Schedule 13D/A filed by the Reporting Persons on February 23, 2001).
9.	Underwriting Agreement, dated May 17, 2001, among Philips Business Electronics International B.V., the Issuer and the Underwriters named therein.
10.	Lock Up Agreement, dated as of May 17, 2001, among Philips Business Electronics International B.V., the Issuer and the Underwriters named therein.
11.	Waiver, dated as of May 17, 2001, executed by Philips Business Electronics International B.V.

(Page 8 of 17 Pages)

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:   May 22, 2001

KONINKLIJKE PHILIPS ELECTRONICS N.V.

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

(Page 9 of 17 Pages)

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:   May 22, 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 10 of 17 Pages)

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:	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.
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

(Page 11 of 17 Pages)

	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
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

(Page 12 of 17 Pages)

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:	GERARD J. KLEISTERLEE
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.
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:	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

(Page 13 of 17 Pages)

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

(Page 14 of 17 Pages)

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 Chief Technology Officer 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 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

(Page 15 of 17 Pages)

Principal Occupation:	Senior Vice-President, and President and CEO of the Components Division, of Royal Philips Electronics.
Citizenship:	United States

(Page 16 of 17 Pages)

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 VO-1, P.O. Box 218, 5600 MD Eindhoven, The Netherlands, which is a holding company.

NAME:	ARTHUR P.M. VAN DER POEL
Business Address:	Philips Business Electronics International B.V. Building VO-1 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 VO-1 P.O. Box 218 5600 MD Eindhoven, The Netherlands
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 17 of 17 Pages)

EXHIBIT INDEX

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(1), 5.13(a), 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 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. (incorporated herein by reference to the Schedule 13D/A filed by the Reporting Persons on February 23, 2001).
8.	Agreement, entered into on March 30, 2000, between FEI Company and Philips Business Electronics International B.V. (incorporated herein by reference to the Schedule 13D/A filed by the Reporting Persons on February 23, 2001).
9.	Underwriting Agreement, dated May 17, 2001, among Philips Business Electronics International B.V., the Issuer and the Underwriters named therein.
10.	Lock Up Agreement, dated as of May 17, 2001, among Philips Business Electronics International B.V., the Issuer and the Underwriters named therein.

11. Waiver, dated as of May 17, 2001, executed by Philips Business Electronics International B.V.

EX-99.9

8,000,000 Shares


FEI COMPANY

Common Stock

UNDERWRITING AGREEMENT

May 17, 2001

Credit Suisse First Boston Corporation
Prudential Securities Incorporated
Needham & Company, Inc.
Wells Fargo Van Kasper, LLC
   As Representatives of the Several Underwriters,
      c/o Credit Suisse First Boston Corporation,
         Eleven Madison Avenue,
         New York, N.Y. 10010-3629

Ladies and Gentlemen:

           1. Introductory. FEI Company, an Oregon corporation (“Company”) proposes to issue and sell 2,666,666 shares of its common stock (“Securities”) and Philips Business Electronics International B.V. (the “Selling Shareholder”) proposes to sell 5,333,334 outstanding shares of the Securities (such 8,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 400,000 additional shares of its Securities, and the Selling Shareholder also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 800,000 additional outstanding shares of the Company’s Securities, as set forth below such 1,200,000 additional shares being hereinafter referred to as the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” The Company and the Selling Shareholder hereby agree with the several Underwriters named in Schedule A hereto (“Underwriters”) as follows:

           2. Representations and Warranties of the Company and the Selling Shareholder.

           (a) The Company represents and warrants to, and agrees with, the several

2

Underwriters that:

        (i) A registration statement (No. 333-59400) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and either (A) has been declared effective under the Securities Act of 1933 (“Act”) and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (A) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (“Rule 462(c)”) under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, “Effective Time” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). “Effective Date” with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein, including all information contained in

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the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) (“Rule 430A(b)”) under the Act, is hereinafter referred to as the “Initial Registration Statement.” The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “Additional Registration Statement.” The Initial Registration Statement and the Additional Registration are hereinafter referred to collectively as the “Registration Statements” and individually as a “Registration Statement.” The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Act or (if no such filing is required) as included in a Registration Statement, including all material incorporated by reference in such prospectus, is hereinafter referred to as the “Prospectus.” No document has been or will be prepared or distributed in reliance on Rule 434 under the Act.

        (ii) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, any Additional Registration Statement and the Prospectus:  (A) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all respects to the requirements of the Act and the rules and regulations of the Commission (“Rules and Regulations”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed or will conform, in all respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus will conform, in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, any Additional Registration Statement and the Prospectus: on the

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Effective Date of the Initial Registration Statement, the Initial Registration Statement and the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations, neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and no Additional Registration Statement has been or will be filed. The two preceding sentences do not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(c) hereof.

        (iii) The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Oregon, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except if such failure to qualify would not have a Material Adverse Effect as defined below.

        (iv) Each subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

        (v) The Company has an authorized capitalization as set forth in the Prospectus, and the Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized, are (or in the case of the Offered Securities, when issued and delivered against payment therefor as provided herein, will be) duly and validly issued, fully paid and nonassessable and conform to the description thereof contained in the Prospectus; and the shareholders of the Company have no preemptive or similar rights with respect to the Securities.

        (vi) The statements set forth in the Prospectus under the caption “Description of Common Stock,” insofar as they purport to constitute a summary of the terms of the Securities, are accurate, complete and fair.

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        (vii) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

        (viii) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act.

        (ix) The Securities are listed on the Nasdaq Stock Market's National Market.

        (x) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and such as may be required under state securities laws.

        (xi) The execution, delivery and performance of this Agreement, and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary.

         (xii) This Agreement has been duly authorized, executed and delivered by the Company.

        (xiii) Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

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        (xiv) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

        (xv) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect.

        (xvi) Except as disclosed in the Prospectus, the Company and its subsidiaries own or possess, or believe that they can acquire or license on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “intellectual property rights”) necessary to carry on the business now operated by the Company and its subsidiaries, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any intellectual property rights or of any facts or circumstances which would render any intellectual property rights invalid or inadequate to protect the interest of the Company and its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy would individually or in the aggregate have a Material Adverse Effect.

        (xvii) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

        (xviii) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material

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Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to the Company’s knowledge, contemplated.

        (xix) The financial statements included in each Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, and the schedules included in each Registration Statement present fairly the information required to be stated therein. Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder.

        (xx) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

        (xxi) The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940.

           (b) The Selling Shareholder represents and warrants to, and agrees with, the several Underwriters that:

        (i) The Selling Shareholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Offered Securities to be delivered by the Selling Shareholder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by the Selling Shareholder on such Closing Date hereunder; and upon the delivery of and payment for the Offered Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Offered Securities to be delivered by the Selling Shareholder on such Closing Date.

        (ii) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement: (A) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all

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respects to the requirements of the Act and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed, or will conform, in all respects to the requirements of the Act and the Rules and Regulations did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus will conform, in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading in each case, (A), (B) and (C) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder specifically for use therein. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement: on the Effective Date of the Initial Registration Statement, the Initial Registration Statement and the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations, neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder specifically for use therein.

        (iii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Selling Shareholder for the execution and delivery by the Selling Shareholder of this Agreement and for the sale and delivery of the Offered Securities sold by the Selling Shareholder, except such as have been obtained and made under the Act and such as may be required under the securities laws of any state or jurisdiction outside the United States and The Netherlands, and except for any requirement that payments for the Offered Securities made or received by the Selling Shareholder to or from non-residents of The Netherlands have to be reported to the Central Bank of the Netherlands, any notification by the Selling Shareholder to the Company or the Securities Board of the Netherlands as required pursuant to the Major Disclosures Act, and any requirement that the

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Selling Shareholder file with the Commission a Form 4, a Form 5, or an amendment to any report on Schedule 13D relating to the Company.

         (iv) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder.

        (v) The execution, delivery and performance by the Selling Shareholder of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation by the Selling Shareholder of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Selling Shareholder or any of its or his properties or any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the properties of the Selling Shareholder are subject or, the charter or bylaws of the Selling Shareholder.

        (vi) There are no contracts, agreements or understandings between the Selling Shareholder and any person granting such person the right to require the Selling Shareholder to compel the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Selling Shareholder to compel the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act.

        (vii) There are no pending actions, suits or proceedings against or affecting the Selling Shareholder that, if determined adversely to the Selling Shareholder, would individually or in the aggregate materially and adversely affect the ability of the Selling Shareholder to perform its obligations under this Agreement or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to the Selling Shareholder’s knowledge, contemplated.

           3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholder, at a purchase price of $29.12 per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston Corporation (“CSFBC”) in its discretion, in order to avoid fractions) obtained by multiplying 2,666,666 Firm Securities in the case of the Company and 5,333,334 Firm Securities in the case of the Selling Shareholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities.

           The Company and the Selling Shareholder will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price in

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Federal (same day) funds by wire transfers to accounts at a bank or banks acceptable to CSFBC drawn to the order of the Company in the case of 2,666,666 shares of Firm Securities and the Selling Shareholder in the case of 5,333,334 shares of Firm Securities, at the office of Stoel Rives LLP, Standard Insurance Center, 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204, at 10:00 A.M., New York time, on May 22, 2001, or at such other time not later than seven full business days thereafter as CSFBC, the Company and the Selling Shareholder determine, such time being herein referred to as the “First Closing Date.” The certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging by the Company at the above office of Stoel Rives LLP and by the Selling Shareholder at the office of Philips International B.V., Building V0-1, Groenewoudseweg 1, 5621 B.A. Eindhoven, The Netherlands at least 24 hours prior to the First Closing Date.

           In addition, upon written notice from CSFBC given to the Company and the Selling Shareholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Shareholder agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is 400,000 in the case of the Company and 800,000 in the case of the Selling Shareholder, respectively, and the denominator of which is the total number of Optional Securities (subject to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from the Company and the Selling Shareholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company and the Selling Shareholder.

           Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Shareholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company in the case of 400,000 Optional Securities and the Selling Shareholder in the case of 800,000 Optional Securities, at the above office of Stoel Rives LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging by the Company at the above office of Stoel Rives

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LLP and by the Selling Shareholder at the above office of Philips International B.V. at a reasonable time in advance of such Optional Closing Date.

           4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus.

           5. Certain Agreements of the Company and the Selling Shareholder. The Company agrees with the several Underwriters and the Selling Shareholder that:

           (a) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Company will file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement.

           The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of such execution and delivery, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by CSFBC.

           (b) The Company will advise CSFBC promptly of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or the Prospectus and will not effect such amendment or supplementation without CSFBC’s consent; and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

           (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will promptly notify CSFBC of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC’s consent to,

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nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

           (d) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act. For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter.

           (e) The Company will furnish to the Representatives copies of each Registration Statement (five of which will be signed and will include all exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as CSFBC requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of the execution and delivery of this Agreement or the Effective Time of the Initial Registration Statement. All other such documents shall be so furnished as soon as available. The Company and the Selling Shareholder will pay the expenses of printing and distributing to the Underwriters all such documents.

           (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as CSFBC designates and will continue such qualifications in effect so long as required for the distribution.

           (g) During the period of 5 years hereafter, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to shareholders, and (ii) from time to time, such other information concerning the Company as CSFBC may reasonably request.

           (h) For a period of 180 days after the date of the initial public offering of the Offered Securities, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC, except (i) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, (ii) issuances of Securities pursuant to the exercise of such options, (iii) the exercise of any other employee stock options outstanding on the date hereof, (iv) issuances of common stock under the Company’s employee stock purchase plan, or (v) issuances of Securities pursuant to the Combination Agreement, dated as of November 15, 1996 between Philips Industrial Electronics

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International B.V. and the Company; provided, however, that beginning 90 days after the date of the initial public offering of the Offered Securities, the officers and directors of the Company as a group may transfer up to an aggregate of 250,000 shares of the Company’s common stock.

           (i) The Company and the Selling Shareholder agree with the several Underwriters that the Company and the Selling Shareholder will pay all expenses incident to the performance of the obligations of the Company and the Selling Shareholder, as the case may be, under this Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as CSFBC designates and the printing of memoranda relating thereto for the filing fee incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. of the Offered Securities, for any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, for any transfer taxes on the sale by the Selling Shareholder of the Offered Securities to the Underwriters and for expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters. It is understood, however, that the Company shall bear, and the Selling Shareholder shall not be required to pay or to reimburse the Company for, the cost of any matters not directly relating to the sale and purchase of the Offered Securities pursuant to this Agreement, and that, except as provided in this Section, and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Offered Securities by them, and any advertising expenses connected with any offers they may make.

           (j) The Selling Shareholder agrees to deliver to CSFBC, attention: Transactions Advisory Group on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8BEN (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

           (k) The Selling Shareholder agrees to deliver a “lock-up” agreement to CSFBC stating that for a period of 180 days after the date of the initial public offering of the Offered Securities, such Selling Stockholder will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of CSFBC, except that the Selling Shareholder may transfer shares of the Securities of the Company to an affiliate (as defined in Rule 405 under the Act) or to an affiliate of Koninklijke Philips Electronics N.V. or as otherwise permitted pursuant to such “lock-up” agreement.

           6. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the

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Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Shareholder herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholder of their obligations hereunder and to the following additional conditions precedent:

           (a) The Representatives shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of Deloitte & Touche LLP confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating to the effect that:

        (i) in their opinion the financial statements and schedules examined by them and included in the Registration Statements comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations;

        (ii) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, on the unaudited financial statements included in the Registration Statements;

        (iii) on the basis of the review referred to in clause (ii) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:

        (A) the unaudited financial statements included in the Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations or any material modifications should be made to such unaudited financial statements for them to be in conformity with generally accepted accounting principles;

        (B) the unaudited statement of operations data for the thirteen-week periods ended April 2, 2000 and April 1, 2001 included in the Prospectus do not agree with the amounts set forth in the unaudited consolidated financial statements for those same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited statements of income;

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        (C) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any change in the capital stock or any increase in short-term indebtedness or long-term debt of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets or net assets, as compared with amounts shown on the latest balance sheet included in the Prospectus; or

        (D) for the period from the closing date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year and with the period of corresponding length ended the date of the latest income statement included in the Prospectus, in consolidated net sales or net operating income in the total or per share amounts of consolidated income before extraordinary items or net income;

except in all cases set forth in clauses (A ) and (B) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and

        (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statements (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter.

For purposes of this subsection, (i) if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, “Registration Statement” shall mean the initial registration statement as proposed to be amended by the amendment or post-effective amendment to be filed shortly prior to its Effective Time, (ii) if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement but the Effective Time of the Additional Registration Statement is subsequent to such execution and delivery, “Registration Statement” shall mean the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) “Prospectus” shall mean the prospectus included in the Registration Statement. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Registration Statement for purposes of this subsection.

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           (b) If the Effective Time of the Initial Registration Statement is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or such later date as shall have been consented to by CSFBC. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by CSFBC. If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Selling Shareholder, the Company or the Representatives, shall be contemplated by the Commission.

           (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Underwriters including the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any material suspension or material limitation of (y) trading in securities generally on the New York Stock Exchange or (z) quotation of securities generally on the Nasdaq’s National Market , or any setting of minimum prices for trading on any such exchange or quotation system, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters including the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities.

           (d) The Representatives shall have received an opinion, dated such Closing Date, of Stoel Rives LLP, counsel for the Company, to the effect that:

        (i) The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Oregon, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or

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lease of property or the conduct of its business requires such qualification, except if such failure to qualify would not have a Material Adverse Effect;

        (ii) The Company has an authorized capitalization as set forth in the Prospectus, and the Offered Securities delivered on such Closing Date and all other outstanding shares of the Common Stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and conform in all material respects to the description thereof contained in the Prospectus; and the shareholders of the Company have no preemptive or similar rights with respect to the Securities under the Company’s Articles of Incorporation or Bylaws or, to the knowledge of such counsel, any agreement or instrument to which the Company is a party or by which the Company is bound;

        (iii) The statements set forth in the Prospectus under the caption “Description of Common Stock,” insofar as they purport to constitute a summary of the terms of the Securities, are accurate, complete and fair.

        (iv) There are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act;

        (v) The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940.

        (vi) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and such as may be required under state securities laws;

        (vii) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any subsidiary of the Company domiciled in the United States or any of their properties, or to such counsel’s knowledge any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is

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subject (except such breaches or violations as would not have a Material Adverse Effect), or the charter or by-laws of the Company or any such subsidiary;

        (viii) The Initial Registration Statement was declared effective under the Act as of the date and time specified in such opinion, the Additional Registration Statement (if any) was filed and became effective under the Act as of the date and time (if determinable) specified in such opinion, the Prospectus either was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein or was included in the Initial Registration Statement or the Additional Registration Statement (as the case may be);

         (ix) This Agreement has been duly authorized, executed and delivered by the Company;

        (x) To the knowledge of such counsel, there are no franchises, contracts, leases, documents or legal proceedings, pending or threatened, which in the opinion of such counsel are of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement, which are not described and filed as required;

        (xi) To the knowledge of such counsel, there are no legal or governmental proceedings pending relating to patent rights (other than pending patent applications), trade secrets, trademarks, copyrights or other proprietary technology, processes, information and materials of the Company or any of its subsidiaries, nor to the knowledge of such counsel are any such proceedings threatened or contemplated by governmental authorities or others, nor to the knowledge of such counsel has the Company or any subsidiary received any communication from a third party in which it is alleged that the Company or such subsidiary is infringing or violating any patent rights of that third party; and

        (xii) Each “Significant Subsidiary” of the Company (as such term is defined under Rule 1-02(w) of Regulation S-X promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except if such failure to qualify would not have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. This opinion in subsection (xii) regarding the Company’s Significant

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Subsidiaries will be given by De Brauw Blackstone Westbroek N.V. as Netherlands legal adviser to the Company.

The opinion of such counsel shall also state that, to the knowledge of such counsel, no stop order suspending the effectiveness of a Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and each Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; nothing has come to such counsel’s attention that has caused it to believe that any part of a Registration Statement or any amendment thereto, as of its effective date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or that the Prospectus or any amendment or supplement thereto, as of its issue date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the descriptions in the Registration Statements and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel do not know of any legal or governmental proceedings required to be described in a Registration Statement or the Prospectus which are not described as required or of any contracts or documents of a character required to be described in a Registration Statement or the Prospectus or to be filed as exhibits to a Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statements or the Prospectus.

           (e) The Representatives shall have received an opinion, dated such Closing Date, of Albert F. Verdam, Esq., as Netherlands counsel for the Selling Shareholder, to the effect that with respect to the Selling Shareholder:

        (i) Assuming the Selling Shareholder had valid and unencumbered title to the Offered Securities delivered by the Selling Shareholder on such Closing Date, the Selling Shareholder had full right, power and authority to sell, assign, transfer and deliver the Offered Securities delivered by the Selling Shareholder on such Closing Date hereunder insofar as the laws of The Netherlands are concerned;

        (ii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court in The Netherlands is required to be obtained or made by the Selling Shareholder for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and except for the Selling Shareholder’s obligation :

         (A) to comply with all notification and registration requirements of The Netherlands Central Bank (De Nederlandsche Bank N.V.) in connection with all payments made or received by the Selling Shareholder to or

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from nonresidents of The Netherlands in accordance with the General Reporting Instructions 2000 (Rapportage Voorschriften Buitenlands Betalingsverkeer 2000) issued by The Netherlands Central Bank pursuant to the External Financial Relations Act 1994 (Wet Financiële Betrekkingen Buitenland 1994), and

         (B) to comply with the obligation to make certain notifications to the Securities Board of The Netherlands (Stichting Toezicht Effectenverkeer) pursuant to Article 46b of the Securities Market Supervision Act 1995 (Wet toezicht effectenverkeer 1995) and Article 3b of the Ministerial Regulation on Reporting and Regulation of Transactions (Regeling melding en reglementering transacties in effecten 1999),

although a failure to perform any of the requirements under (i) and (ii) above should not adversely affect the validity, effectiveness, enforceability or admissibility in evidence of this Agreement.

        (iii) This Agreement has been duly authorized, and, insofar as the laws of The Netherlands are concerned, executed by the Selling Shareholder;

        (iv) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated by the Selling Shareholder will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule or regulation in The Netherlands or any order applicable to the Selling Shareholder of any governmental agency or body or any court in The Netherlands having jurisdiction over the Selling Shareholder or any of its properties or any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the properties of the Selling Shareholder are subject or the Articles of Association of the Selling Shareholder in each case except for breaches, violations or defaults which would not materially adversely affect the validity, effectiveness, enforceability or admissibility in evidence of this Agreement; and

        (v) To the best of such counsel’s knowledge, there are no pending actions, suits or proceedings against or affecting the Selling Shareholder that, if determined adversely to the Selling Shareholder, would individually or in the aggregate materially and adversely affect the ability of the Selling Shareholder to perform its obligations under this Agreement or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to the Selling Shareholder’s knowledge, contemplated.

In giving such opinion, counsel for the Selling Shareholder may state that such opinion is limited to the laws of the Netherlands, but may rely on the opinion of Sullivan & Cromwell as to matters of United States federal law and New York law, and may also rely on certificates of officers and members of the Board of Management of the Selling Shareholder as to matters of fact.

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           (f) The Representatives shall have received an opinion, dated such Closing Date, of Sullivan & Cromwell, United States counsel to the Selling Shareholder, to the effect that:

        (i) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Selling Shareholder under the federal laws of the United States and the laws of the State of New York for the sale and delivery of Offered Securities by the Selling Shareholder to the Underwriters have been obtained or made, except that the Selling Shareholder may need to file with the Commission a Form 4, a Form 5 or an amendment to a report on Schedule 13D relating to the Company.

         (ii) This Agreement has been duly executed and delivered by the Selling Shareholder.

In giving such opinion, such counsel may state that such opinion is limited to the federal laws of the United States and the laws of the State of New York, but may rely on the opinion of Albert F. Verdam Esq. as to matters of Netherlands law, and may also rely on certificates of officers and members of the Supervisory Board and Board of Management of the Selling Shareholder as to matters of fact.

           (g) The Representatives shall have received from Simpson Thacher & Bartlett, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities delivered on such Closing Date, the Registration Statements, the Prospectus and other related matters as the Representatives may require, and the Selling Shareholder and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Simpson Thacher & Bartlett may rely as to the incorporation of the Company and all other matters governed by Oregon law upon the opinion of Stoel Rives LLP referred to above.

           (h) The Representatives shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) under the Act, prior to the time the Prospectus was printed and distributed to any Underwriter; and, subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Prospectus or as described in such certificate.

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           (i) The Representatives shall have received a letter, dated such Closing Date, of Deloitte & Touche LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to such Closing Date for the purposes of this subsection.

           (j) On or prior to the date of this Agreement, the Representatives shall have received lockup letters from each of the executive officers and directors of the Company and the Selling Shareholder.

The Selling Shareholder and the Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. CSFBC may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.

           7. Indemnification and Contribution.

           (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

           (b) The Selling Shareholder will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue

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statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder specifically for use therein, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the liability under this subsection (b) of the Selling Shareholder shall be limited to an amount equal to the net proceeds (before expenses) to the Selling Shareholder from the sale of Securities sold by the Selling Shareholder under this Agreement.

           (c) Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, and the Selling Shareholder against any losses, claims, damages or liabilities to which the Company or the Selling Shareholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company and the Selling Shareholder in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the tenth paragraph under the caption “Underwriting.”

           (d) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a), (b) or (c) above. In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity

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could have been sought hereunder by such indemnified party unless such (i) settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

           (e) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Shareholder on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Shareholder bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Shareholder or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

           (f) The obligations of the Company and the Selling Shareholder under this Section shall be in addition to any liability which the Company and the Selling Shareholder may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed a Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

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           8. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, CSFBC may make arrangements satisfactory to the Company and the Selling Shareholder for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to CSFBC, the Company and the Selling Shareholder for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholder, except as provided in Section 9 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

           9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Shareholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Selling Shareholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Shareholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Shareholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Shareholder will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

           10. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking Department – Transactions Advisory Group, with a copy, which

26

shall not constitute notice to the Representatives, to Simpson Thacher & Bartlett, 3330 Hillview Avenue, Palo Alto, California 94304, Attention: William H. Hinman, Esq., or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 7451 N.W. Evergreen Parkway, Hillsboro, Oregon, 97124, Attention: John S. Hodgson, or if sent to the Selling Shareholder, will be mailed, delivered or telegraphed and confirmed to Koninklijke Philips Electronics N.V. at Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands, Attention: Senior Director Corporate Treasury (telecopy number 3120-5977-259); provided, however, that any notice to an Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

           11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder.

           12. Representation. The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly or by CSFBC will be binding upon all the Underwriters.

           13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

           14. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

          The Company and the Selling Shareholder hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

          The Selling Shareholder hereby appoints Philips North America Corporation (1251 Avenue of the Americas, New York, New York 10020-1104), as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and agrees that service of process upon such agent, and written notice of said service to the Selling Shareholder by the person serving the same to the address provided for the Selling Shareholder in Section 10, shall be deemed in every respect effective service of process upon the Selling Shareholder in any such suit or proceeding. The Selling Shareholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement.

          The obligation of the Selling Shareholder in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in

27

accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Selling Shareholder agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Selling Shareholder an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder.

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          If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Selling Shareholder, the Company and the several Underwriters in accordance with its terms.

           Very truly yours,

PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.
By:	/s/ J. Lobbezoo
		Authorized Signatory

FEI COMPANY
By:	/s/ Vahé A. Sarkissian
		Authorized Signatory

29

          The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

Credit Suisse First Boston Corporation
Prudential Securities Incorporated
Needham & Company, Inc.
Wells Fargo Van Kasper, LLC

Acting on behalf of themselves and as the
   Representatives of the several
      Underwriters.

By:	Credit Suisse First Boston Corporation
By:	/s/ John Hodge Managing Director

SCHEDULE A

                                                                           Total
                                                 Number of Firm          Number of
                                              Securities to Be Sold By      Firm
                                                                         Securities
                                                                         Underwriter
                                                            Selling        to be
            Underwriter                         Company   Shareholder     Purchased 

Credit Suisse First Boston Corporation .....   1,065,000   2,129,999     3,194,999

Prudential Securities Incorporated .........     433,890     867,777     1,301,667

Needham & Company, Inc. ....................     433,890     867,777     1,301,667

Wells Fargo Van Kasper, LLC ................     433,890     867,777     1,301,667

Banc of America Securities LLC .............      33,333      66,667       100,000

William Blair & Company, LLC ...............      33,333      66,667       100,000

CIBC World Markets Corp. ...................      33,333      66,667       100,000

D.A. Davidson & Co .........................      13,333      26,667        40,000

Hoefer & Arnett, Inc. ......................      13,333      26,667        40,000

Invemed Associates LLC .....................      33,333      66,667       100,000

Edward D. Jones & Co., L.P. ................      13,333      26,667        40,000

Josephthal & Co. Inc. ......................      13,333      26,667        40,000

Pacific Crest Securities Inc. ..............      13,333      26,667        40,000

UBS Warburg LLC ............................      33,333      66,667       100,000

C.E. Unterberg, Towbin .....................      33,333      66,667       100,000

Wit SoundView Corporation ..................      33,333      66,667       100,000

                                               ---------   ---------     ---------
   Total....................................   2,666,666   5,333,334     8,000,000
                                               =========   =========     =========

EX-99.10

May 17, 2001

FEI Company
7451 NW Evergreen Parkway
Hillsboro, Oregon 97123

Credit Suisse First Boston Corporation
Prudential Securities Incorporated
Wells Fargo Van Kasper
Needham & Company, Inc.
c/o   Credit Suisse First Boston Corporation
         Eleven Madison Avenue
         New York, NY 10010-3629

Ladies and Gentlemen:

                  As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in an orderly market for the common stock (the “Securities”) of FEI Company, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that for a period of 180 days after the date of the initial public offering date (such period, the “Lock-up Period”) set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned, except pursuant to such Underwriting Agreement, will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston Corporation. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse First Boston Corporation, it will not, during the period commencing on the Public Offering Date and ending 180 days after the Public Offering Date, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

                  Any Securities received upon exercise of warrants, options or other derivative securities, or pursuant to contractual rights, granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Agreement.

                  Notwithstanding the foregoing two paragraphs, the restrictions imposed during the Lock-up Period shall not apply to any offer, sale, contract of sale or other disposition of Securities of the Company by the undersigned to an affiliate (as defined in Rule 405 under the U.S. Securities Act of 1933, as amended) of the undersigned or an affiliate of Koninklijke Philips Electronics N.V.; provided, however that such acquiring entity or transferee must agree in writing prior to such transfer to be bound by the provisions of this Agreement for the remainder of the Lock-up Period.

                  In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement

                  This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

Very truly yours,

PHILIPS BUSINESS ELECTRONICS
INTERNATIONAL B.V.


By:

/s/ J. Lobbezoo                 Authorized Signatory
                Director

EX-99.11

Philips Business Electronics
International B.V.
Building VO-1, P.O. Box 218
5600 MD Eindhoven, The Netherlands


NOTIFICATION OF WAIVER

May 22, 2001

FEI Company
7451 NW Evergreen Parkway
Hillsboro, Oregon 97124.

Ladies and Gentlemen,

                  Reference is made to section 5.17 of the Combination Agreement, dated as of November 15, 1996 (the “Combination Agreement”), between FEI Company, an Oregon corporation (“FEI”), and Philips Business Electronics International B.V. (“PBE”), a Netherlands corporation formerly known as Philips Industrial Electronics International, B.V., which reads in relevant part:

        “Section 5.17 Right to Maintain Percentage Interest. FEI and PIE hereby agree that PIE shall have the right to maintain its percentage interest of the voting securities of FEI in accordance with the terms of this Section 5.17. Until the first instance when Philips’ ownership, whether direct or indirect, of the outstanding voting securities of FEI drops below 40%, whenever FEI offers, or has cumulatively offered since the last offer to PIE pursuant to this Section 5.17, more than 0.5% of the then outstanding voting securities to any Person, FEI shall also offer PIE a reasonable opportunity to purchase from FEI at the then market price such number of such voting securities as would enable Philips to maintain its percentage of FEI’s voting securities at up to 55% or such lower percentage as is calculated by subtracting from 55 the product of (x) 100 and (y) the number determined by dividing (a) the number of shares of FEI common stock sold by PIE subsequent to the date hereof (less such number of shares of FEI common stock bought subsequent to the date hereof other than pursuant to this Section 5.17) by (b) the outstanding shares of FEI on the date of any sale of shares by FEI that triggers Philips’ right under this Section 5.17.”

                  FEI has filed a registration statement on Form S-3 (No. 333-59400) with the United States Securities and Exchange Commission on April 23, 2001, as amended by Amendment No. 1, filed on April 30, 2001, Amendment No. 2 filed on May 1, 2001, Amendment No. 3 filed on May 15, 2001 and Amendment No. 4 filed on May 17, 2001 to register under the Securities Act of 1933, as amended, shares of newly issued Common Stock of FEI to be offered to the public (the "Offering") pursuant to the underwriting agreement of even date herewith, between FEI, PBE and the underwriters named therein. PBE hereby confirms that it will waive its rights under Section 5.17. of the Combination Agreement with respect to the offer and sale by FEI of shares of Common Stock in the Offering. This waiver by PBE shall not be construed as a waiver of any other rights under the Combination Agreement, which will remain in full force and effect.

Very truly yours,

PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.

By:	/s/ J. Lobbezoo
Name:	J. Lobbezoo
Title:	Director