SC 13D/A

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


SCHEDULE 13D/A
(Amendment No. 6)

Information to be included in statements filed pursuant to
Rule 13d-1(a) and amendments thereto filed
pursuant to Rule 13d-2(a).

FEI COMPANY (Name of Issuer)

COMMON STOCK, NO PAR VALUE (Title of Class of Securities)

30241L109 (CUSIP Number)

BELINDA W. CHEW
C/O PHILIPS ELECTRONICS NORTH AMERICA CORPORATION
1251 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(212) 536-0633 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

JULY 11, 2002 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP NO. 30241L109 Page  2  of  21  Pages

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

KONINKLIJKE PHILIPS ELECTRONICS N.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  [x]
(b)  [  ]

3 SEC USE ONLY

4 SOURCE OF FUNDS*

NOT APPLICABLE

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [  ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

THE NETHERLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 8,264,821
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 8,264,821

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,264,821

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [  ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.6%

14 TYPE OF REPORTING PERSON*

CO, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION

SCHEDULE 13D/A

CUSIP NO. 30241L109 Page  3  of  21  Pages

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  [x]
(b)  [  ]

3 SEC USE ONLY

4 SOURCE OF FUNDS*

NOT APPLICABLE

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [  ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

THE NETHERLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 8,264,821
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 8,264,821

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,264,821

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [  ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.6%

14 TYPE OF REPORTING PERSON*

CO, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION

ITEM 1. SECURITY AND ISSUER.

             Item 1 of this Statement is hereby amended and supplemented as follows:

             This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) relates to the Schedule 13D filed on February 28, 1997, as amended by Amendment No. 1 thereto filed on December 8, 1998 (“Amendment No. 1”), Amendment No. 2 thereto filed on April 10, 2000 (“Amendment No. 2”), Amendment No. 3 thereto filed on February 23, 2001 (“Amendment No. 3”), Amendment No. 4 thereto filed on February 23, 2001 (“Amendment No. 4”), and Amendment No. 5 thereto filed on May 22, 2001 (“Amendment No. 5” and, collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, this “Statement”) with respect to the common stock, no par value (the “FEI Common Stock”), of FEI Company, an Oregon corporation (“FEI”), by Koninklijke Philips Electronics N.V., a company incorporated under the laws of the Netherlands (“Philips”), and Philips Business Electronics International B.V., a company incorporated under the laws of the Netherlands formerly known as Philips Industrial Electronics International B.V. (“PBE” and collectively with Philips, the “Reporting Persons”). The principal executive offices of FEI are located at 7451 N.W. Evergreen Parkway, Hillsboro, Oregon 97124.

ITEM 2. IDENTITY AND BACKGROUND.

             The third full paragraph of Item 2 of this Statement is hereby amended and supplemented as follows:

             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. To the best knowledge of the Reporting Persons, no such person is the beneficial owner of any shares of FEI Common Stock.

             Item 2 of this Statement is further amended and supplemented as follows:

             The Reporting Persons believe that as a result of the Voting Agreement set forth as Exhibit 13 to this Statement and described in Item 4 of this Statement, the Reporting Persons and Veeco Instruments Inc. (“Veeco”) may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-5(b)(1) promulgated thereunder. The Reporting Persons believe that Veeco may be deemed to be the beneficial owner of the 8,264,821 shares of FEI Common Stock covered by this Statement and are not aware that Veeco beneficially owns any other securities of FEI. The Reporting Persons disclaim beneficial ownership of any securities of FEI beneficially owned by Veeco other than such 8,264,821 shares, and this Statement shall not be construed as an admission that either Reporting Person is, for purposes of Section 13(d) or 13(g) of the Exchange Act or for any other purpose, the beneficial owner of any such securities.

ITEM 4. PURPOSE OF THE TRANSACTION.

             Item 4 of this Statement is hereby amended and supplemented as follows:

Page 4 of 21 Pages

             On July 11, 2002, Veeco, Venice Acquisition Corp., an Oregon corporation and wholly owned subsidiary of Veeco (“Merger Sub”), and FEI entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides, among other things, for the merger of Merger Sub with and into FEI (the “Merger”), with FEI being the surviving corporation in the Merger. Pursuant to the Merger Agreement, upon the consummation of the Merger (the “Effective Time”), each share of FEI Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.355 shares (such ratio, the “Exchange Ratio” and such shares in the aggregate, the “Veeco Merger Shares”) of common stock, par value $0.01 per share (the “Veeco Common Stock”), of Veeco. Consummation of the Merger is subject to the satisfaction or waiver prior to or at the Effective Time of certain conditions, including without limitation (i) effectiveness of the registration statement on Form S-4 to be filed with the United States Securities and Exchange Commission by Veeco in connection with the issuance of the Veeco Merger Shares, (ii) approval of the Merger by the holders of the FEI Common Stock, (iii) approval of the issuance of the Veeco Merger Shares by the holders of the Veeco Common Stock, and (iv) various regulatory conditions. As a result of the Merger, the Reporting Persons will become the beneficial owners of approximately 11,198,832 Veeco Merger Shares (such Veeco Merger Shares, collectively with the rights associated therewith, the Stock Options (as defined below) and any securities received as a distribution or dividend thereon, the “Philips Veeco Merger Shares”).

             Concurrently with the execution of the Merger Agreement, Veeco and PBE entered into a Voting Agreement, dated as of July 11, 2002 (the “Voting Agreement”), which is set forth as Exhibit 13 to this Statement and is incorporated herein by reference. Pursuant to the Voting Agreement, PBE has agreed, among other things, (i) to execute and deliver to Veeco an irrevocable proxy voting FEI Common Stock held by PBE in favor of the Merger, (ii) to vote against any proposal or transaction involving FEI that could prevent or nullify the Merger, and (iii) not to initiate, solicit, encourage or facilitate the making of any FEI Acquisition Proposal (as defined in the Merger Agreement). In addition, PBE may not transfer any FEI Common Stock beneficially owned by PBE to third parties, subject to two exceptions. First, PBE may transfer such FEI Common Stock to a transferee that both agrees to be bound by the Voting Agreement and enters into a “standstill” agreement prohibiting such transferee from acquiring voting stock of Veeco in excess of the sum of the Philips Veeco Merger Shares, plus the Option Shares (as defined below), plus 1% of the total number of shares of Veeco Common Stock from time to time outstanding, during the period beginning on the execution of the Merger Agreement and ending on the earliest of (A) the termination of the Merger Agreement in accordance with its terms, (B) a change in control of Veeco (other than the Merger or any change of control involving Philips), (C) the date on which Philips ceases to own at least 7.5% of Veeco’s voting stock, or (D) Veeco’s 2005 stockholders meeting. Second, PBE may transfer such FEI Common Stock to a transferee that has made a Superior FEI Proposal (as defined in the Merger Agreement) in the FEI Acquisition Transaction (as defined in the Merger Agreement) contemplated by such Superior FEI Proposal. The Voting Agreement will automatically terminate upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, and (iii) the execution and delivery by any party to the Merger Agreement of any amendment thereto which would cause each share of FEI Common Stock to be converted into the right to receive fewer than 1.355 Vecco Merger Shares.

             Concurrently with the execution of the Merger Agreement, Veeco, PBE and FEI entered into an Investor Agreement, dated as of July 11, 2002 (the “Investor Agreement”), which is set forth as Exhibit 14 to this Statement and is incorporated herein by reference. Pursuant to the Investor Agreement, PBE has the option to purchase, no later than 30 calendar days following the close of the calendar quarter of Veeco in which the Effective Time occurs and against payment by PBE to Veeco of the aggregate par value thereof, (i) a number of shares of Veeco Common Stock equal to the product of (A) 122.22%, multiplied by (B) the product of (I) the number of shares of FEI Common Stock issued and Stock Options “cashed out” prior to the Effective Time during such quarter upon exercise of the Stock Options, multiplied by (II) the Exchange Ratio, and (ii) a number

Page 5 of 21 Pages

of shares of Veeco Common Stock equal to the product of (A) 122.22%, multiplied by (B) the number of shares of Veeco Common Stock issued and Stock Options “cashed out” at or after the Effective Time during such quarter upon exercise of the Stock Options. Additionally, pursuant to the Investor Agreement, PBE has the option to purchase, no later than 30 calendar days following each calendar quarter of Veeco in which the Effective Time occurs and against payment by PBE to Veeco of the aggregate par value thereof, a number of securities equal to the product of (i) 122.22%, multiplied by (ii) the number of securities issued and Stock Options “cashed out” during such quarter upon exercise of the Stock Options. For purposes of this paragraph, “Stock Options” means, collectively, (i) all options to purchase FEI Common Stock that were outstanding on February 21, 1997 and exercised subsequent to September 30, 2000 (collectively, the “1997 Options”), (ii) all options to purchase FEI Common Stock that were granted on September 18, 1998 in replacement of stock options outstanding on February 21, 1997, and still outstanding on September 30, 2000 (collectively, the “1998 Options”), (iii) all options to purchase FEI Common Stock that have been or shall be granted in replacement of, in exchange for or in substitution for the 1997 Options or the 1998 Options (collectively with the 1997 Options and 1998 Options, the “FEI Stock Options”), (iv) all options to purchase securities that have been granted in replacement of, in exchange for, or in substitution for the FEI Stock Options, and (v) all options to purchase securities that have been or shall be granted in replacement of, in exchange for, or in substitution for the options described in clauses (i) through (iv) of this sentence. As used in this Statement, “Option Shares” means any securities issuable pursuant to the provisions of the Investor Agreement described in this paragraph. The provisions of the Investor Agreement described in this paragraph are intended to clarify the mechanical operation, following the Merger, of PBE’s existing right to purchase securities and do not entitle PBE to purchase a number of shares of Veeco Common Stock greater than the product of (i) the difference of (A) 331,866 minus (B) the number of shares of FEI Common Stock issued after the execution of the Investor Agreement and before the Effective Time pursuant to the Combination Agreement, dated as of November 15, 1996, between PBE and FEI (the “Combination Agreement”), which is set forth as Exhibit 1 to this Statement and is incorporated herein by reference, and/or the Agreement, dated as of December 31, 2000, among Philips, PBE and FEI (the “Disposition Agreement”), which is set forth as Exhibit 7 to this Statement and is incorporated herein by reference, multiplied by (ii) the Exchange Ratio.

             Pursuant to the Investor Agreement, for the period of time beginning on the first calendar day following the Effective Time and terminating on the earlier of (i) the first date on which Philips and its affiliates cease to beneficially own at least 7.5% of Veeco’s voting stock, and (ii) Veeco’s 2005 stockholders meeting, PBE will designate one member of Veeco’s eleven-member board of directors.

             Pursuant to the Investor Agreement, from the Effective Time until such time when PBE can offer the Philips Veeco Merger Shares for sale in the United States without registration under the Securities Act of 1933, as amended (the “Securities Act”), PBE has the right, subject to certain limitations, to require Veeco to file up to two registration statements under the Securities Act in respect of the disposition of all or a portion of the Philips Veeco Merger Shares. In addition, if Veeco proposes to register any Veeco Common Stock on Form S-1, Form S-2 or Form S-3, PBE may require that Veeco include the Philips Veeco Merger Shares, or a portion thereof, in such registration statement, subject to certain limitations.

Page 6 of 21 Pages

             Concurrently with the execution of the Merger Agreement, Philips, PBE, and FEI entered into an Amendment Agreement, dated as of July 11, 2002 (the “Amendment Agreement”), which is set forth as Exhibit 16 to this Statement and is incorporated herein by reference and which amends certain provisions of the Combination Agreement and the Disposition Agreement. Pursuant to the Amendment Agreement, PBE’s obligation to make certain payments to FEI will terminate upon the Effective Time.

             Except as described in this Statement, neither of the Reporting Persons has any plans or proposals with respect to Veeco that relate to or would result in its acquisition of additional FEI Common Stock or any of the other events described in Item 4(a) through 4(j) of Schedule 13D. Each Reporting Person will evaluate on an ongoing basis each of FEI’s and Veeco’s business, financial condition and prospects and its interests and intentions with respect to each of FEI and Veeco. Accordingly, subject to the Investor Rights Agreement, each Reporting Person may change its plans at any time and from time to time. In particular, subject to the Investor Rights Agreement, each Reporting Person may at any time and from time to time acquire or dispose of shares of FEI Common Stock and Veeco Common Stock. 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.

ITEM 5. INTEREST IN SECURITIES OF ISSUER.

             Items 5(a), (b) and (c) of this Statement are hereby amended and supplemented as follows:

             (a); (b). According to information filed by FEI on its Form 10-Q for the quarterly period ended March 31, 2002, the number of shares of FEI Common Stock outstanding as of May 9, 2002, was 32,343,736. Rows 7-11 and 13 of the cover pages to this Amendment No. 6 are incorporated herein by reference. To the best knowledge of the Reporting Persons, no such person is the beneficial owner of any shares of FEI Common Stock.

             (c). On a single date subsequent to April 1, 2002, which date may or may not be in the last 60 days, PBE was issued 55,475 shares of FEI Common Stock without additional consideration in accordance with the Disposition Agreement.

Page 7 of 21 Pages

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

             Item 6 of this Statement is hereby amended and supplemented as follows:

             Except as provided in this Statement or in the exhibits to this Statement, neither the Reporting Persons nor, to the best of the Reporting Person’s knowledge, any of the individuals named in Schedule I hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Veeco, including without limitation transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreement, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

             This Statement is qualified in its entirety by reference to the exhibits to this Statement.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

             Item 7 of this Statement is hereby amended and supplemented as follows:

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 Exhibit 1 of 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 Exhibit 2 of 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 Exhibit 3 of 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 Exhibit 4 of the Schedule 13D/A filed by the Reporting Persons on December 8, 1998).

5. Agreement and Plan of Merger, dated December 3, 1998, among FEI Company, Micrion Corporation and MC Acquisition Corporation (incorporated herein by reference to Exhibit 5 of 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 Exhibit 6 of the Schedule 13D/A filed by the Reporting Persons on December 8, 1998).

Page 8 of 21 Pages

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 Exhibit 7 of 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 Exhibit 8 of 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 (incorporated herein by reference to Exhibit 9 of the Schedule 13D/A filed by the Reporting Persons on May 22, 2001).

10. Lock Up Agreement, dated as of May 17, 2001, among Philips Business Electronics International B.V., the Issuer and the Underwriters named therein (incorporated herein by reference to Exhibit 10 of the Schedule 13D/A filed by the Reporting Persons on May 22, 2001).

11. Waiver, dated as of May 17, 2001, executed by Philips Business Electronics International B.V. (incorporated herein by reference to Exhibit 11 of the Schedule 13D/A filed by the Reporting Persons on May 22, 2001)

12. Joint Filing Agreement, dated July 11, 2002, between Koninklijke Philips Electronics N.V. and Philips Business Electronics International B.V.

13. Voting Agreement, dated July 11, 2002, between Philips Business Electronics International B.V. and Veeco Instruments Inc.

14. Investor Agreement, dated July 11, 2002, among Philips Business Electronics International B.V., Veeco Instruments Inc. and FEI Company.

15. Amendment Agreement, dated July 11, 2002, among FEI Company, Koninklijke Philips Electronics N.V. and Philips Business Electronics International B.V.

Page 9 of 21 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:   July 11, 2002   KONINKLIJKE PHILIPS ELECTRONICS N.V.

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

PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.

By:	/s/ J.C. LOBBEZOO
	Name: Title:	J.C. Lobbezoo Member Management Board

By:	/s/ A.P.M. VAN DER POEL
	Name: Title:	A.P.M. van der Poel Member Management Board

Page 10 of 21 Pages

                           SCHEDULE I TO SCHEDULE 13D

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

 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:                              PROF. K.A.L.M. VAN MIERT
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              President of Nyenrode University.
                                   Member of the Supervisory Boards of Wolters
                                   Kluwer, RWE, DHV, Agfa Gevaert and De
                                   Persgroep. Member of the Advisory Boards of
                                   Goldman Sachs, Rabobank, Guidant Europe and
                                   Eli Lilly.
Employer:                          Nyenrode University
Employer's Address:                Straatweg 25
                                   3621 BG Breukelen
                                   The Netherlands
Citizenship:                       Belgium


NAME:                              L.C. VAN WACHEM
Business Address:                  Koninklijke Philips Electronics N.V.
                                   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, ATC and Zurich Financial Services.
Citizenship:                       The Netherlands


NAME:                              L. SCHWEITZER
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Chairman and Chief Executive Officer of
                                   Renault. Member of the Boards of Banque
                                   Nationale de Paris, Electricite de France and
                                   Volvo.
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:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Retired.  Member of the Board of Electronics
                                   Boutique Plc.
Citizenship:                       United Kingdom


NAME:                              W. DE KLEUVER
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Retired.  Member of the Supervisory Board of
                                   HBG.
Citizenship:                       The Netherlands


NAME:                              J.M. HESSELS
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Chairman of the Supervisory Board of
                                   Euronext.  Member of the Supervisory Boards
                                   of Laurus, Schiphol Group, Royal Vopak,
                                   Heineken and Fortis
Citizenship:                       The Netherlands


(B)     MEMBERS OF BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE OF
KONINKLIJKE PHILIPS ELECTRONICS N.V.

Unless otherwise indicated, all of the members of the Board of Management and
Group Management Committee are employed by Koninklijke Philips Electronics N.V.
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:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands

Page 12 of 21 Pages

Principal Occupation:              President and Chief Executive Officer of
                                   Koninklijke Philips Electronics N.V.
Citizenship:                       The Netherlands


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


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


NAME:                              GOTTFRIED H. DUTINE
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Executive Vice-President of Koninklijke
                                   Philips Electronics N.V.
Citizenship:                       Germany


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


NAME:                              HANS M. BARELLA
Business Address:                  Koninklijke Philips Electronics N.V.

Page 13 of 21 Pages

                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Senior Vice-President, and President/CEO of
                                   the Medical Systems Division, of Koninklijke
                                   Philips Electronics N.V.
Citizenship:                       The Netherlands


NAME:                              DAVID HAMILL
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Senior Vice-President, and President/CEO of
                                   the Philips Lighting Division, of Koninklijke
                                   Philips Electronics N.V.
Citizenship:                       United Kingdom


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


NAME:                              ARIE WESTERLAKEN
Business Address:                  Koninklijke Philips Electronics N.V.
                                   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 Koninklijke Philips
                                   Electronics N.V. Member of the Supervisory
                                   Board of Atos Origin S.A.
Citizenship:                       The Netherlands


NAME:                              AD HUIJSER
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Executive Vice-President and Chief Technology
                                   Officer of Koninklijke Philips Electronics
                                   N.V.
Citizenship:                       The Netherlands

Page 14 of 21 Pages

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


NAME:                              GUY DEMUYNCK
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Senior Vice-President, and CEO of Philips
                                   Consumer Electronics Mainstream, of
                                   Koninklijke Philips Electronics N.V.
Citizenship:                       Belgium


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


NAME:                              SCOTT MCGREGOR
Business Address:                  Koninklijke Philips Electronics N.V.
                                   Rembrandt Tower
                                   Amstelplein 1
                                   1096 HA Amsterdam, The Netherlands
Principal Occupation:              Senior Vice-President, and President and CEO
                                   of the Semiconductors Division, of
                                   Koninklijke Philips Electronics N.V.
Citizenship:                       United States


(C)     DIRECTORS AND EXECUTIVE OFFICERS OF PHILIPS BUSINESS ELECRONICS
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.

Page 15 of 21 Pages

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 Koninklijke
                                   Philips Electronics N.V.
                                   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 16 of 21 Pages

EX-99.12

                                                                      EXHIBIT 12


                            AGREEMENT OF JOINT FILING

                                                                   July 11, 2002

                  In accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D, and any
amendments thereto, with respect to the common stock, no par value, of FEI
Company and that this agreement be included as an Exhibit to such filing.

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

                            (Signature page follows)







                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                    KONINKLIJKE PHILIPS ELECTRONICS N.V.


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




                    PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.


                    By:/s/ J.C. LOBBEZOO
                       ---------------------------------------------------------
                       Name:    J.C. Lobbezoo
                       Title:   Member Management Board


                    By:/s/ A.P.M. VAN DER POEL
                       ---------------------------------------------------------
                       Name:    A.P.M. van der Poel
                       Title:   Member Management Board

EX-99.13

                                                                      EXHIBIT 13

                                                                  EXECUTION COPY

                                VOTING AGREEMENT


         VOTING AGREEMENT, dated as of July 11, 2002 (this "Agreement"), between
Philips Business Electronics International B.V., a company incorporated under
the laws of the Netherlands (the "Stockholder"), and Veeco Instruments Inc., a
Delaware corporation (the "Company" and, collectively with the Stockholder, the
"Parties").

         WHEREAS, as of the date of this Agreement, the Stockholder is the
Beneficial Owner (as herein defined) of 8,264,821 shares of Common Stock, no par
value (the "Florence Stock"), of FEI Company, an Oregon corporation
("Florence"); and

         WHEREAS, the Company, Venice Acquisition Corp., an Oregon corporation
("Acquisition"), and Florence have entered into an Agreement and Plan of Merger,
dated as of July 11, 2002 (the "Merger Agreement"), which provides that, among
other things, on the terms and subject to the conditions set forth therein,
Acquisition shall be merged with and into Florence (the "Merger"), and each
share of Florence Stock will be converted into the right to receive 1.355 shares
of common stock, $0.01 par value per share (the "Company Stock"), of the
Company; and

         WHEREAS, the Stockholder and the Company have entered into an Investor
Agreement, dated as of July 11, 2002 (the "Investor Agreement") and the
Amendment Agreement, dated as of July 11, 2002 (the "Amendment Agreement"); and

         WHEREAS, the Stockholder and the Company each desire to make certain
covenants and agreements concerning the manner in which the Stockholder Florence
Shares (as herein defined) will be voted in connection with the Merger and the
Merger Agreement.

         NOW, THEREFORE, in consideration of the Company's execution and
delivery to the Stockholder of the Investor Agreement and the Amendment
Agreement and in consideration of the mutual covenants and agreements contained
herein, the Stockholder and the Company agree as follows:

                                   ARTICLE I

                          Definitions and Construction

         1.01 As used in this Agreement, the following terms have the respective
meanings ascribed to them in this Section.

         (a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting



of the same securities by the same holder, securities Beneficially Owned by a
person or entity shall include securities Beneficially Owned by all other
persons or entities with whom such person or entity would constitute a "group"
within the meaning of Section 13(d) of the Exchange Act with respect to
securities of the same issuer.

         (b) "Effective Time" has the meaning set forth in the Merger Agreement.

         (c) "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

         (d) "Existing Florence Shares" means all shares of Florence Common
Stock Beneficially Owned by the Stockholder on the date of this Agreement, in
each case, if and to the extent entitled to be voted.

         (e) "FEI Acquisition Proposal" has the meaning set forth in the Merger
Agreement.

         (f) "FEI Acquisition Transaction" has the meaning set forth in the
Merger Agreement.

         (g) "NASDAQ" has the meaning set forth in the Merger Agreement.

         (h) "Proxy" means a proxy in the form of Exhibit A attached to this
Agreement.

         (i) "Stockholder Florence Shares" means the Existing Florence Shares
and any shares of Florence Stock and/or other equity securities of, or equity
interests in, Florence acquired by the Stockholder in any capacity after the
date of this Agreement and prior to the termination of this Agreement, whether
upon the exercise of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities, or by means of purchase, dividend,
distribution, split-up, recapitalization, combination, exchange of shares or the
like, gift, bequest, inheritance or as a successor in interest in any capacity
or otherwise Beneficially Owned by the Stockholder, in each case, if and to the
extent entitled to be voted.

         (j) "Superior FEI Proposal" has the meaning set forth in the Merger
Agreement.

         (k) "Transfer" means any direct or indirect sale, transfer, pledge,
assignment or other disposition of, or entry into any contract, option or other
arrangement with respect to the sale, transfer, pledge, assignment or other
disposition of, any Stockholder Florence Shares by the Stockholder (in each of
the foregoing, whether voluntary or involuntary, by operation of law or
otherwise).

         (l) "Transferee" any person or entity to whom a Transfer is made.

                                      -2-



                                   ARTICLE II

                         Representations and Warranties

         2.01 Reciprocal Representations and Warranties. Each Party hereby
represents and warrants to the other as follows:

         (a) Such Party is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization. Such Party has all power
and authority necessary to enable it to enter into this Agreement and to carry
out the transactions contemplated by this Agreement and (in the case of the
Stockholder) the Proxy. This Agreement and (in the case of the Stockholder) the
Proxy have been duly and validly authorized, executed and delivered by such
Party and constitutes such Party's legal, valid and binding obligation,
enforceable against it in accordance with its terms.

         (b) Neither the execution and delivery of this Agreement or, in the
case of the Stockholder, the Proxy, nor the consummation of the transactions
contemplated by this Agreement or the Proxy will violate, result in a breach of,
or constitute a default (or an event which, with notice or lapse of time or both
would constitute a default) under (i) such Party's certificate of incorporation
or similar organizational, governing or constating documents, (ii) any agreement
or instrument to which such Party is a party or by which it is bound, or (iii)
any law, or any order, rule or regulation of any court or governmental authority
or other regulatory organization having jurisdiction over it.

         (c) Except as set forth in the Merger Agreement and the schedules
thereto, no governmental filings, authorizations, approvals or consents, or
other governmental action, is required for (i) the execution and delivery of
this Agreement or, in the case of the Stockholder, the Proxy, (ii) the
performance by such Party of its obligations under this Agreement and the Proxy,
or (iii) the consummation by such Party of the transactions contemplated by this
Agreement and the Proxy.

         2.02 Stockholder Representations and Warranties. The Stockholder hereby
represents and warrants to the Company as follows:

         (a) The Stockholder is the record and Beneficial Owner of 8,264,821
Existing Florence Shares. On the date of this Agreement, such Existing Shares
constitute all of the shares of Florence Stock owned of record or Beneficially
Owned by the Stockholder.

         (b) The Stockholder owns the Existing Florence Shares free and clear of
any liens, claims, security interests, proxies, voting trusts or agreements,
restrictions, qualifications, limitations, understandings or arrangements which
would in any way restrict or impair the Stockholder's right to vote Stockholder
Florence Shares in its sole discretion, or could require the Stockholder to sell
or transfer any Stockholder Florence Shares (whether upon default on a loan or
otherwise) before the Effective Time.

                                      -3-



         (c) The Stockholder has sufficient voting power and sufficient power to
issue instructions and sufficient power to agree to the matters set forth in
this Agreement with respect to the Stockholder Florence Shares.

                                   ARTICLE III

            Agreements in Respect of the Stockholder Florence Shares

         3.01 Vote for Merger.

         (a) The Stockholder shall cause the Stockholder Florence Shares to be
counted as present for purposes of establishing a quorum at any meeting of
stockholders of Florence called to vote upon the Merger and the Merger
Agreement, or at any adjournment or postponement thereof, or in any other
circumstances upon which a vote, consent or other approval with respect to the
Merger and the Merger Agreement is sought, and shall cause the Stockholder
Florence Shares to be voted or consented in favor of the Merger; provided that
nothing set forth in this Section 3.01(a) or in the Proxy is intended or shall
be construed to restrict or impair the right of the Stockholder to vote or
consent (or cause to be voted or consented) any Stockholder Florence Shares in
favor of any Superior FEI Proposal or related FEI Acquisition Transaction.

         (b) In order to effectuate the voting arrangements contemplated by
Sections 3.01(a) and 3.02, contemporaneously with the execution and delivery by
the Parties of this Agreement, and as a condition to such execution and delivery
by the Company, the Stockholder is delivering to the Company the Proxy, duly
executed by or on behalf of the Stockholder; provided that nothing set forth in
this Section 3.01(b) or in the Proxy is intended or shall be construed to
restrict or impair the right of the Stockholder to vote or consent (or cause to
be voted or consented) any Stockholder Florence Shares in favor of any Superior
FEI Proposal or related FEI Acquisition Transaction.

         3.02 Vote Against Certain Matters. Prior to the Effective Time, the
Stockholder shall cause the Stockholder Florence Shares to be counted as present
for purposes of establishing a quorum at any meeting of stockholders of Florence
called, or at any adjournment or postponement thereof, or in any other
circumstances upon which a vote, consent or other approval is sought, and shall
cause the Stockholder Florence Shares to be voted or consented against any
proposal or transaction involving Florence or any of its subsidiaries that would
prevent or nullify the Merger or the Merger Agreement (any such proposal or
transaction, a "Particular Matter"); provided that nothing set forth in this
Section 3.02 or such Proxy is intended or shall be construed to restrict or
impair the right of the Stockholder to vote or consent (or cause to be voted or
consented) any Stockholder Florence Shares in favor of any Superior FEI Proposal
or related FEI Acquisition Transaction.

                                      -4-



         3.03 Transfers; Other Voting Arrangements.

         (a) The Stockholder may not Transfer any Stockholder Florence Shares
except (i) to a Transferee that both (A) agrees, prior to the consummation of
such Transfer, to become bound by this Agreement and the Proxy and subject to
the terms, conditions and restrictions hereof and thereof in the same manner as
the Stockholder, by executing and delivering to the Company a writing to such
effect in form and substance satisfactory to the Company, and (B) enters into,
prior to the consummation of such Transfer, a "standstill" agreement with
respect to each of Florence and the Company, each of which "standstill"
agreements (I) shall be identical in substance to Section 4.01(a) of the
Investor Agreement and otherwise in form and substance satisfactory to Florence
or the Company, as the case may be, and (II) shall be effective only for the
period between the consummation of such Transfer and the Effective Time, or (ii)
to a Transferee that has made a Superior FEI Proposal in the FEI Acquisition
Transaction contemplated by such Superior FEI Proposal.

         (b) The Stockholder shall not, directly or indirectly, enter into any
voting arrangement, whether by proxy, voting arrangement, voting agreement,
voting trust or otherwise with respect to any Stockholder Florence Shares, other
than this Agreement and the Proxy; provided that nothing set forth in this
Section 3.03 or in the Proxy is intended or shall be construed to restrict or
impair the right of the Stockholder to vote or consent (or grant a proxy causing
to be voted or consented) any Stockholder Florence Shares in favor of any
Superior FEI Proposal or related FEI Acquisition Transaction.

         (c) The Stockholder shall not, directly or indirectly, take any action
that would or could reasonably be expected to invalidate or in any way limit the
enforceability by the Proxyholders (as defined in the Proxy) of the Proxy.

         (d) Notwithstanding any provision of this Agreement to the contrary,
nothing in this Agreement shall limit or restrict any employee of the
Stockholder from acting in his or her capacity as a director or officer of
Florence (it being understood that this Agreement shall apply to the Stockholder
solely in the Stockholder's capacity as a stockholder of Florence). No conduct
or action taken by any employee of the Stockholder who is also a director or
officer of Florence, in his capacity as such, shall be deemed to constitute a
breach of any provision of this Agreement.

         3.04 Confidentiality. Prior to the first public announcement by the
Company and Florence of the Merger Agreement, the Merger and the other
transactions contemplated thereby, the Stockholder shall not, and shall cause
its Affiliates (as defined in the Merger Agreement) and its and their respective
employees, counsel, advisors and representatives ("Representatives") not to,
disclose to any person or entity any information concerning the Merger
Agreement, the Merger or the other transactions contemplated thereby, or the
discussions concerning the same, provided, that such information may be
disclosed to employees, counsel, advisors and representatives of the

                                      -5-



Stockholder and its Affiliates who have been advised of the foregoing
obligations, and provided, further, that nothing set forth in this Section 3.04
is intended or shall be construed to restrict or impair the ability of the
Stockholder or its Affiliates to comply with their respective reporting
obligations under applicable laws and stock exchange regulations, in which event
the Stockholder shall give prior notice of such disclosure to the Company as
promptly as practicable so as to enable the Company to seek a protective order
from a court of competent jurisdiction with respect thereto or similar relief in
connection therewith.

         3.05 Disclosure. Each Party acknowledges that the other Party is or may
be obligated to disclose in governmental and stock exchange (including NASDAQ)
filings the Stockholder's identity, facts concerning the Stockholder's ownership
of Florence Stock and the nature of the commitments, arrangements and
understandings set forth in this Agreement, the Proxy, the Investor Agreement,
the Amendment Agreement and any other agreements executed and delivered in
connection with the Merger, together with such other information as may be
required by applicable laws and stock exchange regulations. No Party shall issue
any press release naming the other Party or any of the other Party's Affiliates
unless such press release has been approved by such other Party, which approval
shall not be unreasonably withheld, delayed or conditioned.

         3.06 No Solicitation. Subject to Section 3.03(d), the Stockholder shall
not, and shall cause Koninklijke Philips Electronics N.V. ("Philips") and each
other direct and indirect subsidiary of Philips not to, take any action to
solicit, initiate, encourage, induce or facilitate the making, submission or
announcement of any FEI Acquisition Proposal, or engage in discussions or
negotiations with any person or entity (other than with Florence and the Company
or any of their Affiliates or Representatives) with respect to any FEI
Acquisition Proposal, (other than any Superior FEI Proposal or related FEI
Acquisition Transaction) or disclose any nonpublic information relating to
Florence or any subsidiary of Florence. The Stockholder shall advise Florence
and the Company of any FEI Acquisition Proposal (including the identity of the
person or entity making or submitting such FEI Acquisition Proposal and the
terms thereof) that is made or submitted by any person or entity after the date
of this Agreement, reasonably promptly following its receipt thereof. The
Stockholder shall keep Florence and the Company reasonably informed with respect
to the status of any such FEI Acquisition Proposal. The Stockholder shall, and
shall cause Philips and each other direct and indirect subsidiary of Philips to,
immediately cease and cause to be terminated any discussions now pending with
any person or entity that relate to any FEI Acquisition Proposal or FEI
Acquisition Transaction, other than discussions or negotiations with Florence
and the Company or their Affiliates or Representatives.

                                   ARTICLE IV

                                  Miscellaneous

                                      -6-



         4.01 Termination of Agreement. The provisions of this Agreement and the
Proxy shall automatically terminate upon, and be of no further force or effect
after, the earliest to occur of (i) the termination of the Merger Agreement in
accordance with its terms, (ii) the Effective Time, and (iii) the execution and
delivery by any party to the Merger Agreement of any amendment thereto which
would cause each share of Florence Stock to be converted into the right to
receive fewer than 1.355 shares of Company Stock (as adjusted for any stock
splits, reverse stock splits, stock dividends or similar events).

         4.02 Entire Agreement. This Agreement and the Proxy contain the entire
agreement among the parties relating to the transactions which are the subject
of this Agreement, and all prior and contemporaneous negotiations,
understandings and agreements among the parties (whether written or oral) with
regard to the subject matter of this Agreement are superseded by this Agreement,
and there are no representations, warranties, understandings or agreements
concerning the transactions which are the subject of this Agreement or those
other documents other than those expressly set forth in this Agreement.

         4.03 Captions. The captions of the articles and paragraphs of this
Agreement are for reference only, and do not affect the meaning or
interpretation of this Agreement.

         4.04 Binding Agreement; Assignment.

         (a) The Stockholder agrees that this Agreement and the obligations
hereunder shall attach to the Stockholder Florence Shares and shall be binding
upon any person to which record or Beneficial Ownership of such Stockholder
Florence Shares shall pass, whether by operation of law or otherwise, including,
without limitation, the Stockholder's successors, partners or Transferees (for
value or otherwise) and any other successors in interest. Notwithstanding any
transfer of Florence Stock, the transferor shall remain liable for the
performance of all obligations under this Agreement of the transferor.

         (b) Notwithstanding anything to the contrary set forth herein, except
in accordance with Section 3.03(a), no Party may assign any of its rights or
obligations hereunder, by operation of law or otherwise, without the prior
written consent of the other Party; provided that the Company may assign, in its
sole discretion, its rights and obligations hereunder to any direct or indirect
wholly-owned subsidiary of the Company, but no such assignment shall relieve the
Company of its obligations hereunder if such assignee does not perform such
obligations.

         4.05 Notices and Other Communications. Any notice or other
communication under this Agreement must be in writing and will be deemed given
when delivered in person or sent by facsimile (with proof of receipt at the
number to which it is required to be sent), or on the third business day after
the day on which mailed by first class mail from within the United States of
America, to the following addresses (or such

                                      -7-



other address as may be specified after the date of this Agreement by the party
to which the notice or communication is sent):

                   If to the Company:

                   Veeco Instruments Inc.
                   100 Sunnyside Boulevard
                   Woodbury, New York 11797
                   Attention: Gregory A. Robbins
                   Telephone: (516) 677-0200
                   Telecopier: (516) 677-9125

                   with a copy to:

                   Kaye Scholer LLP
                   425 Park Avenue
                   New York, New York  10022
                   Attention:  Rory A. Greiss
                   Telephone:  (212) 836-8261
                   Telecopier:  (212) 836-7152

                   and a copy to:

                   FEI Company
                   7425 N.W. Evergreen Parkway
                   Hillsboro, Oregon 97124-5830
                   Attention: Bradley J. Thies
                   Telephone: (503) 640-7500
                   Telecopier: (503) 640-7509

                   and a copy to:

                   Wilson Sonsini Goodrich & Rosati, Professional Corporation
                   650 Page Mill Road
                   Palo Alto, California 94304
                   Attention: Larry W. Sonsini
                   Telephone: (650) 493-9300
                   Telecopier: (650) 493-6811

                   If to the Stockholder:

                   c/o Philips Semiconductors
                   Legal Department
                   Building B460-1
                   Prof. Holstlaan 4

                                      -8-



                   5656AA Eindhoven
                   The Netherlands
                   Attention: Guido Dierick
                   Telephone: +31 (40) 272-2041
                   Telecopier: +31 (40) 272-4005

                   with a copy to:

                   Sullivan & Cromwell
                   1870 Embarcadero Road
                   Palo Alto, California 94303
                   Attention: Matthew G. Hurd
                   Telephone:  (650) 461-5600
                   Telecopier:  (650) 461-5700

         4.06 Governing Law. THIS AGREEMENT AND THE PROXY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON APPLICABLE TO
AGREEMENTS MADE AND PERFORMED IN SUCH STATE AND WITHOUT REGARD TO CONFLICTS OF
LAWS DOCTRINES.

         4.07 Amendments. Prior to the Effective Time, this Agreement may be
amended only by a document in writing signed by each of the Parties.

         4.08 Counterparts. This Agreement may be executed in two or more
counterparts, some of which may contain the signatures of some, but not all, the
parties hereto. Each of those counterparts will be deemed an original, but all
of them together will constitute one and the same Agreement.

         4.09 Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable, and if the rights or obligations of any party
hereto under this Agreement will not be materially and adversely affected
thereby, (i) such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, (iii) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom and
(iv) in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.

         4.10 Enforcement. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement and the
Proxy were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties hereto shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and the Proxy and to enforce specifically the terms

                                      -9-



and provisions of this Agreement and the Proxy in any Federal court located in
the State of Delaware or in a Delaware state court, this being in addition to
any other remedy to which they are entitled at law or in equity. In addition,
each of the Parties hereto (i) consents to the personal jurisdiction of any
Federal court located in the State of Delaware or any Delaware state court in
any action or proceeding relating to or arising out of this Agreement
(including, with respect to the Stockholder, the Proxy) or any of the
transactions contemplated hereby, (ii) agrees that such Party will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, (iii) agrees that such Party will not seek to change
the venue of any such action or proceeding or otherwise to move any such action
or proceeding to another court, whether because of inconvenience of the forum or
otherwise (provided that nothing in this Section will prevent a party from
removing an action or proceeding from a Delaware state court to a Federal court
located in the State of Delaware), (iv) agrees that such Party will not bring
any action relating to this Agreement or the Proxy or any of the transactions
contemplated hereby or thereby in any court other than a Federal court sitting
in the State of Delaware or a Delaware state court and (v) waives any right to
trial by jury with respect to any claim or proceeding related to or arising out
of this Agreement or the Proxy or any of the transactions contemplated hereby or
thereby.

         4.11 Further Assurances. From time to time, at the Company's request
and without further consideration, the Stockholder shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or appropriate to effect the full and prompt performance of the
Stockholder's obligations pursuant to this Agreement and the validity and
enforceability of the Proxy.

                            (Signature page follows)





                                      -10-




         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

                   PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.


                   By:  /s/ J.C. LOBBEZOO
                       ---------------------------------------------------------
                       Name:    J.C. Lobbezoo
                       Title:   Member Management Board


                   By:  /s/ A.P.M. VAN DER POEL
                       ---------------------------------------------------------
                       Name:    A.P.M. van der Poel
                       Title:   Member Management Board





                   VEECO INSTRUMENTS INC.


                   By:  /s/ EDWARD H. BRAUN
                       ---------------------------------------------------------
                       Name:   Edward H. Braun
                       Title:  Chairman, Chief Executive Officer and President




                                      -11-




                                                                       Exhibit A

                                      PROXY

         Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "Voting Agreement"), of which this Proxy (this "Proxy") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "Granting Stockholder") pursuant
to Section 3.01(b) of the Voting Agreement.

         The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("Veeco"), and each of Veeco's officers and other
designees (each such person or entity, a "Proxyholder") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS Sec.
60.231 (2001), with full power of substitution, in the Granting Stockholder's
name, place and stead, to vote and otherwise act (by written consent or
otherwise) with respect to all of the Stockholder Florence Shares which the
Granting Stockholder is entitled to vote at any meeting of the stockholders of
Florence (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; provided, however, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder Florence
Shares with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.

         The Granting Stockholder hereby revokes all other proxies and powers of
attorney with respect to any Stockholder Florence Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.

         THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FLORENCE STOCK TO BE CONVERTED INTO THE RIGHT TO
RECEIVE FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK
SPLITS, REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS).






         THIS PROXY WILL AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY
REVOKED, AND THE INTEREST WITH WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY
EXTINGUISHED, UPON THE EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS
SENTENCE.

                    PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.

                    By:         /s/ J.C. LOBBEZOO
                               -------------------------------------------------
                               Name:   J.C. Lobbezoo
                               Title:  Member Management Board

                    By:         /s/ A.P.M. VAN DER POEL
                               -------------------------------------------------
                               Name:   A.P.M. van der Poel
                               Title:  Member Management Board

                    Dated:     July 10, 2002



                                       -2-

EX-99.14

                                                                      EXHIBIT 14

                                                                  EXECUTION COPY

                               INVESTOR AGREEMENT


         INVESTOR AGREEMENT, dated as of July 11, 2002 (this "Agreement"),
between Philips Business Electronics International B.V., a company incorporated
under the laws of the Netherlands (the "Stockholder"), Veeco Instruments Inc., a
Delaware corporation (the "Company") and FEI Company, an Oregon corporation
("Florence"), solely with respect to Section 2.03(c).

         WHEREAS, as of the date of this Agreement, the Stockholder is the
Beneficial Owner of 8,264,821 shares (the "Stockholder Florence Shares") of
Common Stock, no par value (the "Florence Stock"), of Florence; and

         WHEREAS, the Company, Venice Acquisition Corp., an Oregon corporation
("Acquisition"), and Florence have entered into an Agreement and Plan of Merger,
dated as of July 11, 2002 (the "Merger Agreement"), which provides that, on the
terms and subject to the conditions set forth therein, Acquisition shall be
merged with and into Florence (the "Merger"), and each share of Florence Stock
will be converted into the right to receive shares of common stock, $0.01 par
value per share, of the Company (the "Company Common Stock"); and

         WHEREAS, the Stockholder and the Company have entered into the Voting
Agreement, dated as of July 11, 2002 (the "Voting Agreement") and the Amendment
Agreement, dated the date hereof (the "Amendment Agreement"); and

         WHEREAS, the Stockholder and the Company each desire to make certain
covenants and agreements concerning, among other things, the registration from
time to time of Stockholder Company Shares (as herein defined) under the
Securities Act (as herein defined).

         NOW, THEREFORE, in consideration of the Stockholder's execution and
delivery to the Company of the Voting Agreement and the Amendment Agreement and
in consideration of the mutual covenants and agreements contained herein, the
Stockholder and the Company agree as follows:


                                   ARTICLE I

                          Definitions and Construction

         1.01 As used in this Agreement, the following terms have the respective
meanings ascribed to them in this Section.

         (a) "Affiliate," with respect to any particular Person (as defined
below), means any other Person which directly or indirectly through one or more
intermediaries controls or is controlled by or is under direct or indirect
common control



with such Person; provided, however, that for purposes of Article IV of this
Agreement, the Stockholder and its Affiliates, on the one hand, and the Company
and its Affiliates, on the other, shall not be deemed to be "Affiliates" of one
another.

         (b) "Base Securities" means the Initial Shares, collectively with the
Option Shares and any other shares of Company Common Stock of which the
Stockholder or any of its Affiliates at any time becomes the beneficial owner.

         (c) "beneficial owner" has the meaning set forth in Rule 13d-3 under
the Securities Act and the Commission's interpretive guidance issued in
connection therewith; and each of "beneficially own," "beneficially owned" and
"beneficial ownership" has a meaning correlative to the foregoing.

         (d) "Board Approval" means the affirmative vote of a majority of the
Disinterested Directors of the Company or a unanimous written consent of the
Board of Directors of the Company duly obtained in accordance with the
applicable provisions of the Company's certificate of incorporation, bylaws and
applicable law.

         (e) "Change in Control of the Company" means any of the following: (i)
a merger, consolidation or other business combination or transaction to which
the Company is a party if the stockholders of the Company immediately prior to
the effective date of such merger, consolidation or other business combination
or transaction, as a result of such share ownership, have beneficial ownership
of voting securities representing less than 50% of the Total Current Voting
Power of the surviving entity following such merger, consolidation or other
business combination or transaction; (ii) an acquisition by any person, entity
or 13D Group (other than the Stockholder, or its Affiliates, or any 13D Group of
which the Stockholder or its Affiliates is a member) of direct or indirect
beneficial ownership of Voting Stock of the Company representing 50% or more of
the Total Current Voting Power of the Company; (iii) a sale of all or
substantially all of the assets of the Company; (iv) a liquidation or
dissolution of the Company; (v) the institution of any proceeding by or against
the Company under the provisions of any insolvency or bankruptcy law, which is
not dismissed within 90 days, the appointment of a receiver of a material
portion of the assets or property of the Company or the issuance of an order for
an execution on a material portion of the property of the Company pursuant to a
judgment that is not dismissed within 90 days; or (vi) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of the Company (together with any new directors whose
election by such Board of Directors or whose nomination for election by the
stockholders of the Company was approved by a vote of a majority of the
directors of the Company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described in
the preceding clauses)) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office.

                                      -2-



         (f) "Commission" means the United States Securities and Exchange
Commission, or any other United States federal agency at the time administering
the Securities Act or the Exchange Act, as applicable, whichever is the relevant
statute.

         (g) "control," when used with respect to any particular Person, means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

         (h) "Disinterested Director" means a member of the Board of Directors
of the Company who is not (i) an employee, former employee or consultant of the
Stockholder or any of its Affiliates; (ii) a member of the Board of Directors of
the Stockholder or any of its Affiliates; or (iii) the holder of more than five
percent of the voting stock of the Stockholder or any of its Affiliates.

         (i) "Effective Time" has the meaning specified in the Merger Agreement.

         (j) "Exchange Act" means the United States Securities Exchange Act of
1934, as it may be amended from time to time, and the rules and regulations from
time to time promulgated thereunder.

         (k) "Florence Stock Options" means, collectively, (i) all options to
purchase Florence Stock that were outstanding on February 21, 1997 and exercised
subsequent to September 30, 2000 (collectively, the "1997 Options"), (ii) all
options to purchase Florence Stock that were granted on September 18, 1998 in
replacement of stock options outstanding on February 21, 1997, and still
outstanding on September 30, 2000 (collectively, the "1998 Options"), and (iii)
all options to purchase Florence Stock that have been or shall be granted in
replacement of, in exchange for or in substitution for the 1997 Options or the
1998 Options.

         (l) "Initial Shares" means the total number of shares of Company Common
Stock issued to the Stockholder upon conversion of the Stockholder Florence
Shares.

         (m) "KPENV Entities" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.

         (n) "Minimum Number" means a number of Stockholder Company Shares equal
to the quotient of (i) the Initial Shares divided by (ii) three.

         (o) "Nasdaq" means the Nasdaq Stock Market, Inc.

         (p) "Option Shares" means securities issuable pursuant to Section 2.03.

                                      -3-



         (q) "Person" means any corporation, association, partnership,
organization, group (as such term is used in Rule 13d-5 under the Exchange Act),
business, individual, government or political subdivision thereof, governmental
agency or other entity.

         (r) "Registered Shares" means the Stockholder Company Shares registered
by the Company in any Registration for resale by the Stockholder; provided that
any Registered Share shall cease to be deemed a Registered Share after it has
been initially transferred by the Stockholder, in a public offering or
otherwise.

         (s) "Rights" means any and all Rights, stockholder protection rights,
stock purchase rights or "poison pill rights" issued in accordance with the
Rights Plan.

         (t) "Rights Plan" means, collectively, the Rights Agreement, dated as
of March 13, 2001, between the Company and American Stock Transfer and Trust
Company, as Rights Agent, and any stockholder protection rights plan or "poison
pill" adopted by or entered into by the Company and/or its successors by way of
merger.

         (u) "Securities Act" means the United States Securities Act of 1933 as
it may be amended from time to time, and the rules and regulations promulgated
from time to time thereunder.

         (v) "Standstill Limit" means a number of shares of Voting Stock equal
to the sum of (i) the number of Initial Shares, plus (ii) the number of Option
Shares, plus (iii) 1% of the total number of shares of Company Common Stock from
time to time outstanding, calculated on a primary basis.

         (w) "Standstill Period" means the period beginning upon the execution
and delivery of the Merger Agreement by the parties thereto and ending on the
occurrence of a Standstill Termination Event.

         (x) "Standstill Termination Event" means the earliest to occur of the
following: (i) the termination (prior to the Effective Time) of the Merger
Agreement in accordance with its terms, (ii) a Change in Control of the Company
(other than the Merger and other than any Change in Control of the Company
involving any KPENV Entity or a 13D Group of which any KPENV Entity is a
member), (iii) the date on which the KPENV Entities cease to beneficially own at
least 7.5% of the Total Current Voting Power, and (iv) the date of the 2005
Stockholders Meeting.

         (y) "Stock Options" means, collectively, (i) the Florence Stock
Options, (ii) all options to purchase securities that have been or shall be
granted in replacement of, in exchange for, or in substitution for the Florence
Stock Options, and (iii) all options to purchase securities that have been or
shall be granted in replacement of, in exchange for, or in substitution for the
options described in Section 2.03 hereof.

                                      -4-



         (z) "Stockholder Company Shares" means the Base Securities,
collectively with (i) the Rights associated therewith, and (ii) any securities
received as a distribution or dividend thereon.

         (aa) "Total Current Voting Power" means, with respect to the Company,
at the time of determination of Total Current Voting Power, the total number of
votes that may be cast in the election of members of the board of directors of
the Company if all securities entitled to vote in the election of such directors
are present and voted.

         (bb) "Unregistered Offering" has the meaning specified in Section 3.08.

         (cc) "Voting Stock" means shares of the Company Common Stock and any
other securities of the Company having the power to vote in the election of
members of the Board of Directors of the Company.

         (dd) "Written Approval" means receipt of a certificate signed by the
Chief Executive Officer of the Company setting forth a resolution adopted by a
majority of the Disinterested Directors which provides consent to the matter for
which Written Approval is required.

         (ee) "13D Group" means any group of persons formed for the purpose of
acquiring, holding, voting or disposing of Voting Stock which would be required
under Section 13(d) of the Exchange Act, and the rules and regulations
promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule
13d-1(a) of the rules and regulations promulgated under the Exchange Act or a
Schedule 13G pursuant to Rule 13d-1(c) of the rules and regulations promulgated
under the Exchange Act.

         (ff) "2005 Stockholders Meeting" means the regular scheduled annual
meeting of the stockholders of the Company to be held in 2005.

         1.02 Headings. The descriptive headings of the several sections and
paragraphs of this Agreement are inserted for convenience only, do not
constitute a part of this Agreement and shall not affect in any way the meaning
or interpretation of this Agreement.

         1.03 Adjustments. All references in this Agreement to percentages or
numbers of shares, including but not limited to such references in the
definition of "Standstill Limit," shall be subject to adjustment for Company
reorganizations, stock splits, stock dividends, reverse stock splits and similar
events during the term of this Agreement.

                                   ARTICLE II

                            Investment in the Company

                                      -5-



         2.01 Representations and Warranty. The Company hereby represents and
warrants to the Stockholder that it has amended its current Rights Plan to
provide that the Rights shall not be exercisable as a consequence of the
beneficial ownership by the KPENV Entities of (a) the Initial Shares, (b) the
Option Shares, or (c) a number of shares of Company Common Stock in addition to
the Initial Shares and the Option Shares equal to or less than 1% of the total
number of shares of Company Common Stock from time to time outstanding,
calculated on a primary basis.

         2.02 Covenants. The Company hereby agrees that the Rights shall not be
exercisable as a consequence of the beneficial ownership by the KPENV Entities
of (a) the Initial Shares, (b) the Option Shares, or (c) a number of shares of
Company Common Stock in addition to the Initial Shares and the Option Shares
equal to or less than 1% of the total number of shares of Company Common Stock
from time to time outstanding, calculated on a primary basis.

         2.03 Stock Options.

         (a) The Company shall, at the sole option of the Stockholder, transfer
to the Stockholder, no later than 30 calendar days following the close of the
calendar quarter of the Company in which the Effective Time occurs and against
payment by the Stockholder to the Company of the aggregate par value thereof,
(i) a number of shares of Company Common Stock equal to the product of (A)
122.22%, multiplied by (B) the product of (I) the number of shares of Florence
Stock issued and Stock Options "cashed out" prior to the Effective Time during
such quarter upon exercise of the Stock Options, multiplied by (II) the Exchange
Ratio, as defined in the Merger Agreement, and (ii) a number of shares of
Company Common Stock equal to the product of (A) 122.22%, multiplied by (B) the
number of shares of Company Common Stock issued and Stock Options "cashed out"
at or after the Effective Time during such quarter upon exercise of the Stock
Options.

         (b) The Company shall, at the sole option of the Stockholder, transfer
to the Stockholder, no later than 30 calendar days following the close of each
calendar quarter following the calendar quarter of the Company in which the
Effective Time occurs and against payment by the Stockholder to the Company of
the aggregate par value (if any) thereof, a number of securities equal to the
product of (i) 122.22%, multiplied by (ii) the number of securities issued and
Stock Options "cashed out" during such quarter upon exercise of the Stock
Options.

         (c) The Combination Agreement, dated November 15, 1996, between
Florence and the Stockholder is hereby amended, effective as of the Effective
Time, to delete Sections 2.1 and 5.18 therefrom. The Agreement, effective as of
December 31, 2000, among Florence, the Stockholder and Koninklijke Philips
Electronics N.V. is hereby amended, effective as of the Effective Time, to
delete Section 4 therefrom.

         (d) This Section 2.03 shall not entitle the Stockholder to purchase a
number of shares of Company Common Stock greater than the product of (A) the

                                      -6-



difference of (I) 331,866 minus (II) the number of shares of Florence Stock
issued after the date hereof and prior to the Effective Time pursuant to
Sections 2.1 and 5.18 of the Combination Agreement referred to in Section
2.03(c) and/or Section 4 of the Agreement referred to in the last sentence of
Section 2.03(c), multiplied by (B) the Exchange Ratio (as defined in the Merger
Agreement). For all purposes of this Section 2.03, "cashed out" means cancelled
in exchange for a cash payment.

         2.04 Board Representation. For the period of time beginning on the
first calendar day following the Effective Time (the "Director Date") and
terminating on the earlier of (i) the first date on which the KPENV Entities
cease to beneficially own at least 7.5% of the Total Current Voting Power, and
(ii) the date of the 2005 Stockholders Meeting (such period, the "Director
Period"), the Stockholder shall be entitled to request that the Company include,
as a nominee or designee of the Company's board of directors recommended by said
board of directors, one person designated by the Stockholder and reasonably
satisfactory to the Company's board of directors (any such person, a
"Stockholder Nominee"). At, or as promptly as practicable after (but in no event
prior to), the Director Date, the Company shall cause one Stockholder Nominee to
be elected or appointed as a director of the Company to serve in Class II for a
term expiring at the 2005 Stockholders Meeting. During the Director Period, (i)
promptly following the death, incapacity, resignation or removal from the
Company's board of directors of any Stockholder Nominee, the Company shall cause
another Stockholder Nominee to be elected or appointed as a director to fill the
vacancy thereby created, and (ii) the Company shall take all such actions as may
be reasonably necessary to ensure that one director of the Company is a
Stockholder Nominee. Following the Director Period, (i) the Company may request
that the Stockholder Nominee then on the Company's board of directors resign as
a director of the Company, and (ii) promptly following the Stockholder's receipt
of such a request, the Stockholder shall cause such Stockholder Nominee to
resign immediately and relinquish all rights and privileges as a member of the
Company's board of directors.


                                  ARTICLE III

             Agreements in Respect of the Stockholder Company Shares

         3.01 Demand Registrations.

         (a) At any time following the Effective Time, to and including the date
on which the Stockholder shall have received a written opinion of legal counsel
reasonably satisfactory to the Stockholder and the Company and addressed to the
Company and the Stockholder stating that the Stockholder Company Shares may be
publicly offered for sale in the United States by the Stockholder without
restriction as to manner of sale and amount of securities sold and without
registration under the Securities Act (such period, the "Demand Period"), the
Stockholder shall have the right on two occasions to require the Company to file
a registration statement under the Securities Act

                                      -7-



in respect of all or a portion of the Stockholder Company Shares held by it. As
promptly as practicable, but in no event later than 60 days after the Company
receives a written request from the Stockholder demanding that the Company so
register the number of Stockholder Company Shares specified in such request,
which number shall not be less than the Minimum Number, the Company shall file
with the Commission and thereafter use its reasonable best efforts to cause to
be declared effective promptly a registration statement (a "Demand
Registration") providing for the registration of such number of Stockholder
Company Shares as the Stockholder shall have demanded be registered.

         (b) Anything in this Agreement to the contrary notwithstanding, the
Company shall not be required to file or otherwise effect any Demand
Registration during the period between the 16th day of each of March, June,
September and December and 48 hours following public release by the Company (by
means of a press release, 10-Q filing or other public announcement) of its
earnings for the quarter in which such 16th day occurs. In addition, anything in
this Agreement to the contrary notwithstanding, the Company shall be entitled to
postpone and delay the filing or effectiveness of a Demand Registration and,
following the effectiveness of any Demand Registration, may suspend the
performance of its obligations under Section 3.04 with respect to such Demand
Registration (the "Section 3.04 Obligations"), in any such case for a reasonable
period of time (each, a "Blackout Period"), if (i) at any time that the Company
shall determine that any such filing or the offering of any Registered Shares
would, in the good faith judgment of the Board of Directors of the Company,
require disclosure of (to the extent such a transaction has not been previously
publicly disclosed), impede, delay or otherwise interfere with any pending or
contemplated securities offering, sale, financing, acquisition, corporate
reorganization or other similar transaction involving the Company, (ii) at any
time that the Company shall determine that any such filing or the offering of
any Registered Shares would, in the good faith judgment of the Board of
Directors of the Company, after receipt of advice from the Company's investment
bank or outside financial advisor, adversely affect any pending or contemplated
offering or sale of any class of securities by the Company, or (iii) at any time
that the Company shall determine that any such filing or the offering of any
Registered Shares would, in the good faith judgment of the Board of Directors of
the Company, after receipt of advice from the Company's outside legal counsel,
require disclosure of material nonpublic information (other than information
relating to an event described in clause (ii) or (iii) of this sentence) which,
if disclosed at such time, would be materially harmful to the interests of the
Company and its stockholders; provided that in the case of a Blackout Period
pursuant to clause (i) or (ii) above, the Blackout Period shall earlier
terminate upon the completion or abandonment of the relevant securities offering
or sale, financing, acquisition, corporate reorganization or other similar
transaction; and provided, further, that in the case of a Blackout Period
pursuant to clause (iii) above, the Blackout Period shall earlier terminate upon
public disclosure by the Company or public admission by the Company of such
material nonpublic information or such time as such material nonpublic
information shall be publicly disclosed without breach of the last sentence of
this subsection (b); and provided, further, that in the case of any Blackout
Period, the Company shall furnish to the Stockholder a certificate of the
Secretary of the Company

                                      -8-



stating that an event permitting a Blackout Period has occurred and attaching a
certified copy of a resolution of the Board of Directors of the Company to such
effect. Notwithstanding anything herein to the contrary, the Company shall not
postpone or delay the filing or effectiveness of any Demand Registration and
shall not suspend the performance of the Section 3.04 Obligations pursuant to
the second sentence of this Section 3.01(b) for an aggregate of more than 30
days in the case of the first Demand Registration to which the Stockholder is
entitled or for an aggregate of more than 90 days in the case of the second
Demand Registration to which the Stockholder is entitled. Upon notice by the
Company to the Stockholder of any such determination, the Stockholder covenants
that it shall keep the fact of any such notice strictly confidential, and
promptly halt any offer, sale, trading or transfer by it or any of its
Affiliates of any Registered Shares for the duration of the Blackout Period set
forth in such notice (or until such Blackout Period shall be earlier terminated
in writing by the Company) and promptly halt any use, publication, dissemination
or distribution of the Demand Registration, each prospectus included therein,
and any amendment or supplement thereto by it and any of its Affiliates for the
duration of the Blackout Period set forth in such notice (or until such Blackout
Period shall be earlier terminated in writing by the Company). After the
expiration of any Blackout Period and without further request from the
Stockholder, the Company shall effect the filing of the relevant Demand
Registration (if not already filed) and shall use its reasonable best efforts to
cause any such Demand Registration to be declared effective (if not already
effective) as promptly as practicable unless the Stockholder shall have, prior
to the effective date of such Demand Registration, withdrawn in writing its
initial request.

         (c) Any request by the Stockholder for a Demand Registration which is
subsequently withdrawn prior to the related registration statement becoming
effective shall not constitute a Demand Registration for purposes of determining
the number of Demand Registrations to which the Stockholder is entitled if the
out-of-pocket expenses incurred by the Company through the date of such request
in connection with such registration statement are reimbursed.

         3.02 Piggy-Back Registrations.

         (a) If, at any time following the Effective Time, the Company proposes
to register any shares of the Company Common Stock under the Securities Act on a
registration statement on Form S-1, Form S-2 or Form S-3 (or any equivalent
general registration form then in effect) for purposes of a primary offering,
secondary offering or combined offering of the Company Common Stock, the Company
shall, at least 14 days prior to the date when any such registration statement
is filed with the Commission, give prompt written notice to the Stockholder of
its intention to do so. Such notice shall specify, at a minimum, the number of
shares of the Company Common Stock so proposed to be registered, the proposed
date of filing of such registration statement, any proposed means of
distribution of such shares, any proposed managing underwriter or underwriters
of such shares and a good faith estimate by the Company of the proposed maximum
offering price thereof, as such price is proposed to appear on the

                                      -9-



facing page of such registration statement. Upon the written direction of the
Stockholder, given within seven days following the receipt by the Stockholder of
any such written notice (which direction shall specify the number of Stockholder
Company Shares intended to be disposed of by the Stockholder), the Company shall
include in such registration statement (a "Piggy-Back Registration" and,
collectively with a Demand Registration, a "Registration"), subject to the
provisions of this Section 3.02, such number of Stockholder Company Shares as
shall be set forth in such notice.

         (b) In the event that the Company proposes to register shares of the
Company Common Stock in connection with an underwritten offering and any
managing underwriter thereof reasonably and in good faith shall have advised the
Company, any holder of shares of the Company Common Stock intending to offer
such shares in a secondary offering or combined offering (each, an "Other
Holder") and the Stockholder in writing that, in its opinion, including in the
registration statement some or all of the Stockholder Company Shares sought to
be registered by the Stockholder is reasonably likely to adversely affect the
price per share that the Company or any Other Holder will derive from such
registration or that the number of shares sought to be registered (including any
shares sought to be registered at the request of the Company and any Other
Holder and those sought to be registered by the Stockholder) is a greater number
of shares than can reasonably be sold, the Company shall include in such
registration statement such number of shares as the Company, any Other Holder
and the Stockholder are so advised can be sold in such offering without such an
effect (the "Maximum Number"), as follows and in the following order of
priority: (i) first, such number of shares as the Company intended to be
registered and sold by the Company, and (ii) second, in the case of a secondary
offering or a combined offering and if and to the extent that the number of
shares to be registered under clause (i) is less than the Maximum Number, such
number of shares as the Stockholder and any Other Holder shall have intended to
register which, when added to the number of shares to be registered under clause
(i), is less than or equal to the Maximum Number; provided that if such number
exceeds the Maximum Number, the shares of the Stockholder and such Other Holders
will be excluded on a pro rata basis. No securities (issued or unissued) other
than those registered and included in the underwritten offering shall be offered
for sale or other disposition by the holders of Stockholder Company Shares in a
transaction which would require registration under the Securities Act until the
expiration of 180 days after the effective date of the registration statement in
which the Registered Shares were included.

         (c) No Piggy-Back Registration effected under this Section 3.02 shall
be deemed to have been effected pursuant to Section 3.01 hereof or shall release
the Company of its obligations to effect any Demand Registration upon request as
provided under Section 3.01 hereof.

         3.03 Additional Agreement. Anything in this Agreement to the contrary
notwithstanding, following the expiration of the Demand Period, the Company
shall no longer be obligated to file or maintain a registration statement with
respect to the Stockholder Company Shares pursuant to this Agreement.

                                      -10-



         3.04 Registration Procedures.

         (a) In connection with each Registration, and in accordance with the
intended method or methods of distribution of the Registered Shares as described
in such Registration, the Company shall, as soon as reasonably practicable (and,
in any event, subject to the terms of this Agreement, including, without
limitation, Section 3.01(a), at or before the time required by applicable laws
and regulations):

              (i) prepare and file with the Commission as provided herein a
registration statement with respect to such Registered Shares on a registration
form appropriate for such registration and use its reasonable best efforts to
cause such registration statement to become effective promptly; provided that
before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company will furnish to the Stockholder and the
managing underwriter or underwriters (if the Demand Registration pertains to an
underwritten offering) draft copies of all such documents proposed to be filed
at least three days prior to such filing, which documents will be subject to the
reasonable review of the Stockholder, the managing underwriter or underwriters
(if the Demand Registration pertains to an underwritten offering), and their
respective agents and representatives. In the event that the Company proposes to
include in any Registration information concerning or relating to the
Stockholder to which the Stockholder shall reasonably object, the Company and
the Stockholder shall cause their respective senior executives to discuss the
Stockholder's objection and to negotiate in good faith an appropriate resolution
of such objection. The Company shall not be deemed to be in breach of the second
sentence of Section 3.01(a) as the result of the parties' failure to conclude
such discussions during the 60 day period referred to therein.

              (ii) upon request by the Stockholder, furnish without charge to
the Stockholder and the managing underwriter or underwriters, if any, thereof, a
reasonable number of copies of the Registration and each amendment and
supplement thereto (in each case including all exhibits thereto), each
prospectus included in such Registration (including each preliminary prospectus)
and any amendments or supplements thereto and any documents incorporated therein
by reference;

              (iii) use its reasonable best efforts to keep such Registration
effective for at least 90 days (the "Effective Period"); prepare and file with
the Commission such amendments, post-effective amendments and supplements to the
Registration and the prospectus as may be necessary to maintain the
effectiveness of the Registration for the Effective Period and to cause the
prospectus (and any amendments or supplements thereto) to be filed pursuant to
Rules 424 and 430A under the Securities Act and/or any successor rules that may
be adopted by the Commission, as such rules may be amended from time to time;
and comply with the provisions of the Securities Act with respect to the
disposition of all Registered Shares covered by such Registration during the
applicable period in accordance with the intended method or methods of
distribution thereof, as specified in writing by the Stockholder;

                                      -11-



              (iv) make available for inspection by the Stockholder or by any
underwriter, attorney, accountant or other agent retained by the Stockholder
(collectively, the "Inspectors"), upon reasonable request during normal business
hours, financial and other records and pertinent corporate documents of the
Company, provide the Inspectors with opportunities to discuss the business of
the Company with its officers, and provide opportunities to discuss the business
of the Company with the independent public accountants who have certified its
most recent annual financial statements, in each case to the extent but only to
the extent reasonably necessary to enable the Stockholder or any underwriter
retained by the Stockholder to conduct a "reasonable investigation" for purposes
of Section 11(a) of the Securities Act. The Stockholder agrees, and the
Stockholder shall cause each Inspector to agree, that records that the Company
determines, in good faith, to be confidential and that it notifies the
Inspectors are confidential shall not be disclosed by the Stockholder or any
Inspector, or used by the Stockholder or an Inspector for a purpose other than
as described in the preceding sentence unless (1) the disclosure of such records
is necessary to avoid or correct a misstatement of a material fact or omission
to state a material fact in the Registration, (2) the disclosure of such records
is required by any court or governmental body with jurisdiction over the
Stockholder or such Inspector, or (3) all of the information contained in such
records has been made generally available to the public without any fault on the
part of the Inspector. The Stockholder agrees that it will, upon learning that
disclosure of such records is sought in a court of competent jurisdiction or by
any governmental body, promptly give prior notice to the Company and allow the
Company, at its expense, to undertake appropriate action (and the Stockholder
shall cooperate with and assist the Company as requested in taking such action)
to prevent disclosure of those records deemed confidential;

              (v) promptly notify the Stockholder and the managing underwriter
or underwriters, if any, thereof, after becoming aware thereof, (1) when the
Registration or any related prospectus or any amendment or supplement has been
filed, and, with respect to the Registration or any post-effective amendment,
when the same has become effective, (2) of any request by the Commission for
amendments or supplements to the Registration or the related prospectus or for
additional information, (3) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration or the initiation of any
proceedings for that purpose, (4) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registered Shares for sale in any jurisdiction or the initiation of any
proceeding for such purpose, or (5) after becoming aware thereof, within the
Effective Period, of the happening of any event which makes any statement in the
Registration or any post-effective amendment thereto, prospectus or any
amendment or supplement thereto, or any document incorporated therein by
reference untrue in any material respect or which requires the making of any
changes in the Registration or post-effective amendment thereto or prospectus or
amendment or supplement thereto so that they will not contain 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 (in the case of any
prospectus, in the light of the circumstances under which they were made) not
misleading;

                                      -12-



              (vi) during the Effective Period, use its reasonable best efforts
to obtain the withdrawal of any order suspending the effectiveness of the
Registration or any post-effective amendment thereto;

              (vii) use its reasonable best efforts to register or qualify the
Registered Shares for offer and sale under such securities or "blue sky" laws of
such states or other U.S. jurisdictions as the Stockholder and the managing
underwriter or underwriters, if any, thereof shall reasonably request in
writing; provided that the Company shall not be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction where it would not
otherwise be required to qualify but for the requirements of this Section
3.04(a)(vii), or (2) consent to general service of process in any such
jurisdiction;

              (viii) use its reasonable best efforts to cause the Registered
Shares to be registered with or approved by such other governmental agencies or
authorities within the United States as may be necessary by virtue of the
markets on which the Registered Shares are listed or quoted to enable the
Stockholder to consummate the disposition of such Registered Shares;

              (ix) cooperate with the Stockholder and the managing underwriter
or underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing such Registered Shares to be sold, which certificates
shall not bear any restrictive legends except as required by law; and enable
such Registered Shares to be in such denominations and registered in such names
as the managing underwriter or underwriters may request in writing at least two
business days prior to any sale of the Registered Shares to the underwriters;

              (x) enter into such agreements (including, if the offering is an
underwritten offering, an underwriting agreement) containing such provisions as
are customary in transactions of such kind and are not materially inconsistent
with the terms of this Agreement, and take such other actions as are reasonably
necessary in connection therewith in order to expedite or facilitate the
disposition of such Registered Shares; and (1) obtain an opinion or opinions of
legal counsel to the Company (which counsel may be internal counsel for the
Company unless the managing underwriter or underwriters shall otherwise
reasonably request) in customary form and covering matters of the type
customarily covered by such opinions, addressed to such managing underwriter or
underwriters, if any, and to the Stockholder and dated the date of the closing
of the sale of the Registered Shares relating thereto; and (2) obtain a
"comfort" letter or letters from the independent certified public accountants
who have certified the Company's most recent audited financial statements that
are incorporated by reference in the Registration which is addressed to the
Stockholder and the managing underwriter or underwriters, if any, and is dated
the date of the prospectus used in connection with the offering of such
Registered Shares and/or the date of the closing of the sale of such Registered
Shares relating thereto, such letter or letters to be in customary form and
covering such matters of the type customarily covered by "comfort" letters of
such type;

                                      -13-



              (xi) comply with all applicable rules and regulations of the
Commission and make available to its security holders an earnings statement, as
soon as reasonably practicable but in no event later than 18 months after the
effective date of the registration statement, which earnings statement shall
cover a period of at least 12 months, beginning with the first full calendar
month after the effective date of such registration statement and shall satisfy
the provisions of Section 11(a) of the Securities Act and may be prepared in
accordance with Rule 158 under the Securities Act; and

              (xii) take all other steps reasonably necessary to effect the
registration, offering and sale of the Registered Shares covered by a
registration statement contemplated hereby and enter into any other customary
agreements and take such other actions (including making appropriate "Section
16" executives of the Company available for participation in "roadshows") as are
reasonably required in order to expedite or facilitate the disposition of such
Registered Shares.

         (b) In the event that the Company would be required, pursuant to
Section 3.04(a)(v)(5), to notify the Stockholder and the managing underwriter or
underwriters, if any, thereof, the Company shall, subject to the provisions of
Section 3.01(b) hereof, as promptly as practicable, prepare and furnish to the
Stockholder and such managing underwriter or underwriters a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to purchasers of Registered Shares, such prospectus shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Stockholder agrees
that, upon receipt of any notice from the Company pursuant to Section
3.04(a)(v)(5), the Stockholder shall, and shall use its reasonable best efforts
to cause, any sales or placement agent or agents for the Registered Shares and
the underwriters, if any, thereof, to forthwith discontinue disposition of
Registered Shares until such Person shall have received copies of such amended
or supplemented prospectus and, if so directed by the Company, to destroy or to
deliver to the Company all copies, other than permanent file copies, then in its
possession of the prospectus (prior to such amendment or supplement) covering
such Registered Shares as soon as practicable after the Stockholder's receipt of
such notice.

         (c) It shall be a condition to the obligations of the Company to take
any action pursuant to Sections 3.01 and 3.02 that the Stockholder shall
furnish, at least five days prior to the effectiveness of the registration
statement, to the Company in writing such information regarding the Stockholder,
the Registered Shares and the Stockholder's intended method of distribution of
the Registered Shares as the Company may from time to time reasonably request in
writing. The Stockholder shall notify the Company as promptly as practicable of
any inaccuracy or change in information previously furnished by the Stockholder
to the Company or of the occurrence of any event, in either case as a result of
which any prospectus relating to the Registered Shares contains or would contain
an untrue statement of a material fact regarding the Stockholder or its intended
method of distribution of such Registered Shares or omits to

                                      -14-



state any material fact regarding the Stockholder or its intended method of
distribution of such Registered Shares required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and promptly furnish to the Company
any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to the Stockholder or the distribution of the Registered Shares, an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

         3.05 Registration Expenses. Except as set forth in the last sentence of
this Section 3.05, the Company agrees to bear and to pay, or cause to be paid,
promptly upon request being made therefor all expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation:
(a) all Commission and any National Association of Securities Dealers
registration and filing fees and expenses, (b) all fees and expenses in
connection with the qualification of the Registered Shares for offering and sale
under state securities or "blue sky" laws referred to in Section 3.04(a)(vi)
hereof, including reasonable fees and disbursements of counsel for any
underwriter in connection with such qualifications, (c) all expenses relating to
the preparation, printing, distribution and reproduction of the Registration,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the certificates representing the
Registered Shares and all other documents relating hereto, (d) internal expenses
(including, without limitation, all salaries and expenses of the Company's
officers and employees performing legal or accounting duties), (e) fees,
disbursements and expenses of the Company's counsel and its other advisors and
experts and independent certified public accountants of the Company (including
the expenses of any opinions or "comfort" letters required by or incident to
such performance and compliance), and (f) the fees and expenses incurred in
connection with the quotation of the Registered Shares on Nasdaq and any stock
exchange on which the Company Common Stock shall at such time be listed or
quoted (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by the Stockholder and the
underwriters, if any, thereof, the Company shall reimburse such Person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the
Stockholder shall pay or cause to be paid, as appropriate, (i) all agency fees
and commissions and underwriting discounts and commissions directly attributable
to the sale of the Registered Shares by or on behalf of the Stockholder, and
(ii) the fees, disbursements and expenses of its counsel in connection with the
offering and sale of the Registered Shares.

         3.06 Indemnification; Contribution.

         (a) Indemnification by the Company. The Company shall, and it hereby
agrees to, indemnify and hold harmless the Stockholder, and each Person who
participates as a placement or sales agent or as an underwriter in any offering
or sale of

                                      -15-



the Registered Shares, against any losses, claims, damages or liabilities to
which the Stockholder or such agent or underwriter may become subject, insofar
as such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Registration, or any
preliminary or final prospectus contained therein, or any amendment or
supplement thereto, or any document incorporated by reference therein, or arise
out of or are based upon any 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 the Company shall, and it hereby agrees to,
reimburse the Stockholder or any such agent or underwriter for any legal or
other out-of-pocket expenses reasonably incurred by them in connection with
investigating or defending any such action, proceeding or claim; provided that
the Company shall not be liable to any such Person in any such case to the
extent that any such loss, claim, damage, liability or expense arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such Registration, or preliminary or final prospectus,
or amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the Company by the Stockholder or any agent,
underwriter or representative of the Stockholder expressly for use therein, or
by the Stockholder's failure to furnish the Company, upon request, with the
information with respect to the Stockholder, or any agent, underwriter or
representative of the Stockholder, or the Stockholder's intended method of
distribution, that is the subject of the untrue statement or omission. The
foregoing indemnity is subject to the condition that, insofar as it relates to
any such untrue statement, alleged untrue statement, omission or alleged
omission made in a preliminary prospectus on file with the Commission at the
time the registration statement becomes effective or the amended prospectus
filed with the Commission pursuant to Rule 424(b), as amended from time to time
(the "Final Prospectus"), such indemnity shall not inure to the benefit of (i)
the Stockholder if a copy of the Final Prospectus was not furnished by the
Stockholder to the person asserting the loss, liability, claim or damage at or
prior to the time such action as required by the Securities Act and such Final
Prospectus would have cured the defect giving rise to the loss, liability, claim
or damage, or (ii) any underwriter or agent if a copy of the Final Prospectus
was not furnished to the person asserting the loss, liability, claim or damage
at or prior to the time such action as required by the Securities Act and the
Final Prospectus would have cured the defect giving rise to the loss, liability,
claim or damage.

         (b) Indemnification by the Stockholder. The Stockholder shall, and it
hereby agrees to, indemnify and hold harmless the Company against any losses,
claims, damages or liabilities to which the Company may become subject, insofar
as such losses, claims, damages or liabilities (including any amounts paid in
settlement as provided herein), or actions or proceedings in respect thereof,
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such Registration, or any preliminary or final
prospectus contained therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or arise out of or are based upon
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,

                                      -16-



in each case 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 Stockholder
expressly for use therein.

         (c) Indemnification by the Underwriter(s). The Company may require, as
a condition to entering into any underwriting agreement, that such underwriting
agreement provide in substance that the underwriters named in such underwriting
agreement shall, severally and not jointly, indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, insofar as such losses, claims, damages or liabilities
(including any amounts paid in settlement as provided herein), or actions or
proceedings in respect thereof, arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in such
Registration, or any preliminary or final prospectus contained therein, or any
amendment or supplement thereto, or any document incorporated by reference
therein, or arise out of or are based upon any 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 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 or underwriters expressly for use therein.

         (d) Notice of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action or proceeding for which indemnification under subsection (a) or (b)
may be requested, such indemnified party shall, without regard to whether a
claim in respect thereof is to be made against an indemnifying party pursuant to
the indemnification provisions of, or as contemplated by, this Section 3.06,
notify such indemnifying party in writing of the commencement of such action or
proceeding; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party in
respect of such action or proceeding on account of the indemnification
provisions of or contemplated by Section 3.06(a) or 3.06(b) hereof unless the
indemnifying party was materially prejudiced by such failure of the indemnified
party to give such notice, and in no event shall such omission relieve the
indemnifying party from any other liability it may have to such indemnified
party. In case any such action or proceeding shall be brought against any
indemnified party and it shall notify an indemnifying party of the commencement
thereof, such indemnifying party shall be entitled to participate therein and,
to the extent that it shall determine, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified party
for any legal or any other expenses subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation (unless such indemnified party reasonably objects to such
assumption on the grounds that there may be defenses available to it which are
different from or in addition to the defenses available to such

                                      -17-



indemnifying party, in which event the indemnified party shall have the right to
control its defense and shall be reimbursed by the indemnifying party for the
expenses incurred in connection with retaining separate counsel). If the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim, it will not be obligated to pay the fees and expenses of more than one
counsel for each indemnified party with respect to such claim. The indemnifying
party will not be subject to any liability for any settlement made without its
consent, which consent shall not be unreasonably withheld or delayed. No
indemnifying party will consent to entry of any judgment or enter into any
settlement agreement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect of such claim or litigation.

         (e) Contribution. The Stockholder and the Company agree that if, for
any reason, the indemnification provisions contemplated by Section 3.06(a) or
3.06(b) hereof are unavailable to or are insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) in such proportion as is appropriate
to reflect the relative fault of, and benefits derived by, the indemnifying
party and the indemnified party, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 3.06(e) were determined
(i) by pro rata allocation; or (ii) by any other method of allocation which does
not take account of the equitable considerations referred to in this Section
3.06(e). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to above shall be deemed to include (subject to the
limitations set forth in Section 3.06(d) hereof) any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action, proceeding or claim. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation with respect to an issue for
which contribution has been requested.

         (f) Beneficiaries of Indemnification. The obligations of the Company
under this Section 3.06 shall be in addition to any liability that it may
otherwise have and shall extend, upon the same terms and conditions, to each
officer, director, partner and any other Affiliate of the Stockholder and each
agent and underwriter of the Registered Shares and each Person, if any, who
controls the Stockholder or any such agent or underwriter within the meaning of
the Securities Act, each of whom is an intended third

                                      -18-



party beneficiary of the covenants set forth in this Section 3.06; and the
obligations of the Stockholder and any agents or underwriters contemplated by
this Section 3.06 shall be in addition to any liability that the Stockholder or
its respective agent or underwriter may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director and Affiliate of the
Company (including any Person who, with his consent, is named in any
registration statement as about to become a director of the Company) and to each
Person, if any, who controls the Company within the meaning of the Securities
Act, each of whom is an intended third party beneficiary of the covenants set
forth in this Section 3.06. The indemnity, contribution and expense
reimbursement obligations set forth in this Section 3.06 shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any indemnified party.

         (g) Underwriting Agreement Controls. In the event of any conflict
between the indemnification and contribution terms as herein set forth and as
set forth in any underwriting agreement entered into pursuant hereto, the
underwriting agreement shall control.

         3.07 Underwriters.

         (a) If any of the Registered Shares are to be sold pursuant to an
underwritten offering, the investment banker or bankers and the managing
underwriter or underwriters thereof shall be selected by the Company except in
the case of a Demand Registration, in which case the managing underwriter or
underwriters shall be selected by the Stockholder from a group of not fewer than
three investment banks of recognized international standing designated by the
Company.

         (b) At the request of the managing underwriter or underwriters in
connection with any underwritten offering in which Registered Shares are to be
offered, the Stockholder shall enter into a customary "lock-up" agreement
pursuant to which it will agree to not effect any sale or distribution of
Registered Shares for a period of no more than 180 days beginning on the
effective date of any such registration (except as part of such registration).

         3.08 Unregistered Offerings. The Stockholder and the Company hereby
agree that, in the event that the Company or one or more of its stockholders
(including the Stockholder) proposes to make an underwritten offering of Company
Common Stock (a) that is exempt from, or not subject to, the registration
requirements of the Securities Act by virtue of Regulation S thereunder, and (b)
with respect to which such stockholder(s) requests the cooperation and
participation of the Company or the management of the Company in performing due
diligence and marketing such offering to potential investors (such an offering,
an "Unregistered Offering"), the relevant notice provisions of Section 3.01 or
3.02 will apply and the required notice will state that the offering is proposed
to be made pursuant to Regulation S. In that event, the parties agree to proceed
with such an offering on an unregistered basis in good faith as and to the
extent provided herein with respect to a registered offering and that the
provisions of this

                                      -19-



Agreement will apply mutatis mutandis to such Unregistered Offering, including,
without limitation, provisions relating to Blackout Periods, Piggy-Back
Registrations, allocations of securities included in an offering, the Company's
obligations with respect to an offering (including indemnification provisions
and procedures), selection of underwriters, expenses associated with an offering
and indemnification and contribution. An Unregistered Offering in which the only
securities being sold are the Stockholder Company Shares shall be deemed to
constitute one Demand Registration.

         3.09 Agreement of the Stockholder. The Stockholder agrees not to, and
it shall cause its Affiliates not to, make any sale, transfer or other
disposition of shares of the Company Common Stock except in compliance with the
registration requirements of the Securities Act and the rules and regulations
thereunder or in accordance with the terms of this Agreement.

         3.10 Legends.

         (a) Stop transfer restrictions will be given to the Company's transfer
agent(s) with respect to the Stockholder Company Shares and there will be placed
on the certificates or instruments representing the Stockholder Company Shares,
and on any certificate or instrument delivered in substitution therefor, legends
stating in substance:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
          AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED
          OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO SUCH REGISTRATION
          OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT.

          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
          CERTAIN STANDSTILL AND OTHER RESTRICTIONS SET FORTH IN AN
          INVESTOR AGREEMENT, DATED JULY 11, 2002 BETWEEN THE HOLDER OF
          THE SHARES AND THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE
          OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

         (b) The Company hereby agrees that it will cause stop transfer
restrictions to be released with respect to any Stockholder Company Shares that
are transferred (i) pursuant to an effective registration statement under the
Securities Act, (ii) pursuant to Rule 144 or 145 under the Securities Act, (iii)
in accordance with the requirements of Rule 903 or 904 of Regulation S under the
Securities Act, or (iv) pursuant to another exemption from the registration
requirements of the Securities Act

                                      -20-



and, in any such case, otherwise in accordance with this Agreement; provided
that in the case of any transfer pursuant to clause (ii) or (iii) above, the
request for transfer is accompanied by a written statement signed by the
Stockholder and, if the Company so requests, a written opinion of counsel in
customary form, confirming compliance with the requirements of the relevant
exemption from registration; and provided, further, that in the case of any
transfer pursuant to clauses (ii), (iii) or (iv) above, other than any transfer
by the Stockholder to one or more of its Affiliates, or among such Affiliates,
or by any such Affiliates to the Stockholder, the Company shall have received a
written opinion of legal counsel reasonably satisfactory to the Company. The
Company further agrees that it will cause the legends described in subsection
(a) of this Section 3.10 to be removed in the event of any transfer as provided
in clause (i), (ii) or (iii) above (other than a transfer to an Affiliate of the
Stockholder).

         3.11 Public Information. The Company covenants to make available
"adequate current public information" concerning the Company within the meaning
of Rule 144(c) under the Securities Act.


                                   ARTICLE IV

                        Standstill and Other Obligations

         4.01 The Stockholder's Standstill Obligations. During the Standstill
Period, the Stockholder shall not, and shall not permit any KPENV Entity to,
without first obtaining Written Approval:

         (a) Beneficially own or acquire beneficial ownership of Voting Stock or
authorize or make a tender offer, exchange offer or other offer to acquire
Voting Stock, if the number of shares of Voting Stock beneficially owned by the
KPENV Entities exceeds (or would exceed following such an acquisition) the
Standstill Limit;

         (b) "Solicit" or engage in any "solicitation" of "proxies" with respect
to any Voting Stock (italicized terms in this Section 4.01(b) having the
respective meanings ascribed to them in Rule 14a-1 under the Exchange Act);

         (c) Deposit any Voting Stock in a voting trust or subject any Voting
Stock to any arrangement or agreement with any third party with respect to the
voting of such Voting Stock;

         (d) Join a 13D Group (other than a group comprised solely of KPENV
Entities);

         (e) Publicly announce any intention to seek amendment or rescission of
the provisions of this Section 4.01 or make any proposal to amend or

                                      -21-



rescind, support any proposal to amend or rescind, or publicly comment on any
proposal to amend or rescind, the Rights Plan, in the case of each of the
foregoing, that has not received Board Approval; or

         (f) Publicly announce any intention or desire to (i) acquire the
Company or all or a material portion of assets of the Company (including,
without limitation, upon expiration of the Standstill Period), (ii) engage in a
transaction that would result in a Change of Control of the Company (including,
without limitation, upon expiration of the Standstill Period), (iii) increase
beyond the Standstill Limit the KPENV Entities' beneficial ownership of the
Company's equity securities (including, without limitation, upon expiration of
the Standstill Period), or (iv) take any other action that would otherwise be
prohibited under this Section 4.01.

         4.02 Stockholder Reporting Obligations. The Stockholder shall promptly
(and in no case later than five business days of such event) notify the Company
of any acquisition by any KPENV Entity of Voting Stock other than such an
acquisition from the Company. Such notice shall specify the amount of Voting
Stock beneficially owned by the KPENV Entities as of the date of the notice.
Notwithstanding any provision of this Section 4.02 to the contrary, the
provisions of this Section 4.02 may be satisfied by the delivery by the
Stockholder to the Company of any Schedule 13D or Schedule 13G filed by the
Stockholder with the Commission in connection with such acquisition.

         4.03 Quorum Obligation. During the Standstill Period, if and to the
extent the Company makes a telephonic request therefor (which request shall be
directed to Mr. Guido Dierick at +31 (40) 272-2041 or to Mr. Dierick's successor
as General Counsel to the KPENV Entities' global semiconductors business) the
Stockholder, as the holder of shares of Voting Stock, shall be present (and
shall cause any of its Affiliates holding Voting Stock to be so present), in
person or by proxy, at any meeting of stockholders of the Company as to which
such a request is made so that all such shares of Voting Stock may be counted
for purposes of determining the presence of a quorum at such meetings.


                                   ARTICLE V

                                  Miscellaneous

         5.01 Term of Agreement; Termination. The term of this Agreement shall
commence on the date hereof and such term and this Agreement shall automatically
terminate upon the earliest to occur of: (a) the termination (prior to the
Effective Time) of the Merger Agreement in accordance with its terms, (b) the
expiration of the Demand Period, and (c) when all of the Stockholder Company
Shares have been sold by the Stockholder either pursuant to a registration
statement or pursuant to a transaction or transactions exempt from the
registration provisions of the Securities Act.

                                      -22-



         5.02 Specific Performance and Other Equitable Rights. Each of the
parties hereto recognizes and acknowledges that a breach by a party or by any
assignee thereof of any covenants or other commitments contained in this
Agreement will cause the other party to sustain injury for which it would not
have an adequate remedy at law for money damages. Therefore, each of the parties
hereto agrees that in the event of any such breach, the aggrieved party shall be
entitled to the remedy of specific performance of such covenants or commitments
and preliminary and permanent injunctive and other equitable relief in addition
to any other remedy to which it may be entitled, at law or in equity, and the
parties hereto further agree to waive any requirement for the securing or
posting of any bond in connection with the obtaining of any such injunctive or
other equitable relief.

         5.03 Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the party for whom it is intended or delivered
by overnight courier, registered or certified mail, return receipt requested, or
if sent by telecopier, upon receipt of oral confirmation that such transmission
has been received, to the Person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such
Person:

         (a) if to the Company, addressed as follows:

             Gregory A. Robbins
             c/o Veeco Instruments Inc.
             100 Sunnyside Boulevard
             Woodbury, New York 11797
             Telephone: (516) 677-0200
             Telecopier: (516) 677-9125

             with a copy to:

             Rory A. Greiss
             c/o Kaye Scholer LLP
             425 Park Avenue
             New York, New York 10022
             Telephone: (212) 836-8261
             Telecopier: (212) 836-7152

         (b) if to Florence, addressed as follows:

             Bradley J. Thies
             c/o FEI Company
             7425 N.W. Evergreen Parkway
             Hillsboro, Oregon 97124-5830

                                      -23-



             Telephone: (503) 640-7500
             Telecopier: (503) 640-7509

             with a copy to:

             Larry W. Sonsini
             c/o Wilson Sonsini Goodrich & Rosati, Professional Corporation
             650 Page Mill Road
             Palo Alto, California 94304
             Telephone: (650) 493-9300
             Telecopier: (650) 493-6811

         (c) if to the Stockholder, addressed as follows:

             Guido Dierick
             c/o Philips Semiconductors
             Legal Department
             Building B460-1
             Prof. Holstlaan 4
             5656AA Eindhoven
             The Netherlands
             Telephone: +31 (40) 272-2041
             Telecopier: +31 (40) 272-4005

             with a copy to:

             Matthew G. Hurd
             c/o Sullivan & Cromwell
             1870 Embarcadero Road
             Palo Alto, California 94303
             Telephone: (650) 461-5600
             Telecopier: (650) 461-5700,

or to such other address as the relevant party may from time to time advise by
notice in writing given pursuant to this Section 5.03. The date of receipt of
any such notice, request, consent, agreement or approval shall be deemed to be
the date of delivery thereof.

         5.04 Parties in Interest. This Agreement shall inure to the benefit of
and be binding upon the parties named herein and their respective successors,
assigns, officers, directors, partners, agents, underwriters and controlling
Persons. Except as provided in Section 3.06 and Section 5.08, nothing in this
Agreement, express or implied, is intended to confer upon any Person other than
the parties hereto, or their successors or assigns, any rights or remedies under
or by reason of this Agreement.

                                      -24-



         5.05 Survival. The several indemnities, agreements, representations,
warranties and each other provision set forth in this Agreement or made pursuant
hereto shall remain in full force and effect regardless of any investigation (or
statement as to the results thereof) made by or on behalf of any party, any
director or officer of such party, or any controlling Person of any of the
foregoing, and shall survive the consummation of the Merger and the transfer of
any Registered Shares by the Stockholder, and the indemnification and
contribution provisions set forth in Section 3.06 hereof shall survive
termination of this Agreement.

         5.06 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

         5.07 Assignment. No party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior written consent of
the other parties hereto, which consent shall not be unreasonably withheld,
delayed or conditioned, and any such purported assignment shall be null and
void.

         5.08 Other Agreements. The Company will not enter into any agreement
with respect to its securities which is in conflict with the rights granted in
this Agreement.

         5.09 Governing Law; Jurisdiction; Venue. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable New York
principles of conflicts of law). The parties hereto unconditionally and
irrevocably agree and consent to the exclusive jurisdiction of, and service of
process and venue in, the United States District Court and the courts of the
State of New York located in the County of New York, State of New York, and
waive any objection with respect thereto, for the purpose of any action, suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby and further agree not to commence any such action, suit or
proceeding except in any such court. Each party irrevocably waives any
objections or immunities to jurisdiction to which it may otherwise be entitled
or become entitled (including sovereign immunity, immunity to pre-judgment
attachment, post-judgment attachment and execution) in any legal suit, action or
proceeding against it arising out of or relating to this Agreement or the
transactions contemplated hereby which is instituted in any such court.

         5.10 Entire Agreement; Amendments. This Agreement and the other
writings referred to herein or delivered pursuant hereto which form a part
hereof contain the entire understanding of the parties with respect to its
subject matter. This Agreement supersedes all prior agreements and
understandings among the parties with respect to its subject matter. This
Agreement may be amended and the observance of any term of this

                                      -25-



Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
each of the parties, which shall be binding on all of the parties.

         5.11 Further Assurances. Each party shall provide (at the expense of
the requesting party) such further documents or instruments reasonably requested
by any other party as may be necessary or desirable to effect the purpose and
intention of this Agreement and carry out its provisions, whether before or
after its termination. 5.12 Delays or Omissions. Except as expressly provided
herein, no delay or omission to exercise any right, power or remedy accruing to
a party under this Agreement shall impair any such right, power or remedy nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring.

         5.12 Delays or Omissions. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to a party under
this Agreement shall impair any such right, power or remedy nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring.

         5.13 Expenses. Except as otherwise specifically provided herein, the
Company and the Stockholder shall each bear their own expenses incurred with
respect to this Agreement and the transactions contemplated hereby.

         5.14 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                            (Signature page follows)



                                      -26-




                  IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the date first written above.

                   PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.


                   By:  /s/ J.C. LOBBEZOO
                       ---------------------------------------------------------
                       Name:    J.C. Lobbezoo
                       Title:   Member Management Board


                   By:  /s/ A.P.M. VAN DER POEL
                       ---------------------------------------------------------
                       Name:    A.P.M. van der Poel
                       Title:   Member Management Board





                   VEECO INSTRUMENTS INC.


                   By:  /s/ EDWARD H. BRAUN
                       ---------------------------------------------------------
                       Name:    Edward H. Braun
                       Title:   Chairman, Chief Executive Officer and President




                   FEI COMPANY


                   By:  /s/ VAHE A. SARKASSIAN
                       ---------------------------------------------------------
                       Name:    Vahe A. Sarkissian
                       Title:   President and Chief Executive Officer




                                      -27-

EX-99.15

                                                                      EXHIBIT 15

                                                                  EXECUTION COPY

                               AMENDMENT AGREEMENT


         AMENDMENT AGREEMENT, dated as of July 11, 2002 (this "Agreement") among
FEI Company, an Oregon corporation ("FEI"), Koninklijke Philips Electronics
N.V., a company incorporated under the laws of the Netherlands ("Philips"), and
Philips Business Electronics International B.V., a company incorporated under
the laws of the Netherlands and formerly known as Philips Industrial Electronics
International B.V. ("PBE" and, collectively with FEI and Philips, the
"Parties").

         WHEREAS, FEI and PBE are party to a Combination Agreement, dated as of
November 15, 1996 (the "Combination Agreement"); and

         WHEREAS, the Parties are party to an Agreement, dated as of December
31, 2000 (the "Disposition Agreement"); and

         WHEREAS, Veeco Instruments Inc., a Delaware corporation, Venice
Acquisition Corp., an Oregon corporation, and FEI have entered into an Agreement
and Plan of Merger, dated as of July 11, 2002 (the "Merger Agreement"), which
provides that, on the terms and subject to the conditions set forth therein,
Venice Acquisition Corp. shall be merged with and into FEI (the "Merger") at the
Effective Time, as defined therein (the "Effective Time"); and

         WHEREAS, the Parties each desire to amend the Combination Agreement and
the Disposition Agreement so as to facilitate the consummation of the Merger and
the other transactions contemplated by the Merger Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the Parties agree as follows:


                                   ARTICLE I

                          Amendments and Other Matters

         1.01 Amendment to the Disposition Agreement. The Disposition Agreement
is hereby amended, effective as of the Effective Time, to delete Sections
1(b)(v) and 5 therefrom. This Agreement shall not constitute an amendment to the
Disposition Agreement unless the Effective Time occurs.

         1.02 Amendment to the Combination Agreement. The Combination Agreement
is hereby amended, effective as of the Effective Time, to delete Section 5.16(e)
therefrom, it being understood that this amendment shall not modify or alter the
validity or scope of any cross-licensing, pooling or other patent sharing or
licensing arrangements entered into prior to the date of this Agreement. This
Agreement shall not



constitute an amendment to the Combination Agreement unless the Effective Time
occurs.

         1.03 Development Agreement. Philips shall take all action necessary to
cause Philips Machinefabriken Nederland B.V. ("ETG") promptly and irrevocably to
waive its rights pursuant to Section 10.3 of the Development Agreement, dated as
of January 23, 1998, between ETG and FEI, in respect of the Merger.


                                   ARTICLE II

                                  Miscellaneous

         2.01 Headings. The headings, titles and subtitles contained in this
Agreement are used for convenience only and shall not be considered in
construing or interpreting this Agreement.

         2.02 Specific Performance and Other Equitable Rights. Each of the
Parties recognizes and acknowledges that a breach by a Party of any covenants or
other commitments contained in this Agreement will cause the other Parties to
sustain injury for which they would not have an adequate remedy at law for money
damages. Therefore, each Party agrees that in the event of any such breach, the
aggrieved Party or Parties shall be entitled to the remedy of specific
performance of such covenants or commitments and preliminary and permanent
injunctive and other equitable relief in addition to any other remedy to which
it or they may be entitled, at law or in equity, and the Parties further agree
to waive any requirement for the securing or posting of any bond in connection
with the obtaining of any such injunctive or other equitable relief.

         2.03 Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the Party for whom it is intended or delivered
by registered or certified mail, return receipt requested, or if sent by
telecopier, upon receipt of oral confirmation that such transmission has been
received, to such Party at the address set forth below:

         (a) if to FEI, addressed as follows:

             Bradley J. Thies
             c/o FEI Company
             7425 N.W. Evergreen Parkway
             Hillsboro, Oregon 97124-5830
             Telephone: (503) 640-7500
             Telecopier: (503) 640-7509


                                       -2-



             with a copy to:

             Larry W. Sonsini
             c/o Wilson Sonsini Goodrich & Rosati, Professional Corporation
             650 Page Mill Road
             Palo Alto, California 94304
             Telecopier: (650) 493-9300
             Telecopier: (650) 493-6811

         (b) if to Philips or PBE, addressed as follows:

             Guido Dierick
             c/o Philips Semiconductors
             Legal Department
             Building B460-1
             Prof. Holstlaan 4
             5656AA Eindhoven
             The Netherlands
             Telephone: +31 (40) 272-2041
             Telecopier: +31 (40) 272-4005

             with a copy to:

             Matthew G. Hurd
             c/o Sullivan & Cromwell
             1870 Embarcadero Road
             Palo Alto, California 94303
             Telephone: (650) 461-5600
             Telecopier: (650) 461-5700,

or to such other address as the relevant Party may from time to time advise by
notice in writing given pursuant to this Section 2.03. The date of receipt of
any such notice, request, consent, agreement or approval shall be deemed to be
the date of delivery thereof.

         2.04 Parties in Interest. This Agreement shall inure to the benefit of
and be binding upon the Parties and their respective successors, assigns,
officers, directors, partners, agents, underwriters and controlling persons or
entities. Nothing in this Agreement, express or implied, is intended to confer
upon any person or entity other than the Parties, or their successors or
assigns, any rights or remedies under or by reason of this Agreement.

         2.05 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this

                                      -3-



Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

         2.06 Assignment. No Party may assign any of its rights or obligations
under this Agreement without the prior written consent of each of the other
Parties, and any such purported assignment shall be null and void.

         2.07 Governing Law; Jurisdiction; Venue. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable New York
principles of conflicts of law). The Parties unconditionally and irrevocably
agree and consent to the exclusive jurisdiction of, and service of process and
venue in, the United States District Court and the courts of the State of New
York located in the County of New York, State of New York, and waive any
objection with respect thereto, for the purpose of any action, suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby and further agree not to commence any such action, suit or
proceeding except in any such court. Each Party irrevocably waives any
objections or immunities to jurisdiction to which it may otherwise be entitled
or become entitled (including sovereign immunity, immunity to pre-judgment
attachment, post-judgment attachment and execution) in any legal suit, action or
proceeding against it arising out of or relating to this Agreement or the
transactions contemplated hereby which is instituted in any such court.

         2.08 Entire Agreement; Amendments. This Agreement contains the entire
understanding of the Parties with respect to its subject matter. This Agreement
supersedes all prior agreements and understandings among the Parties with
respect to its subject matter. This Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a written instrument
duly executed by each of the Parties, which shall be binding on all of the
Parties.

         2.09 Further Assurances. Each Party shall provide (at the expense of
the requesting Party) such further documents or instruments reasonably requested
by any other Party as may be necessary or desirable to effect the purpose and
intention of this Agreement and carry out its provisions, whether before or
after its termination.

         2.10 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                            (Signature page follows)



                                      -4-




         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

                   KONINKLIJKE PHILIPS ELECTRONICS N.V.


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




                   PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.


                   By:  /s/ J.C. LOBBEZOO
                       ---------------------------------------------------------
                       Name:    J.C. Lobbezoo
                       Title:   Member Management Board


                   By:  /s/ A.P.M. VAN DER POEL
                       ---------------------------------------------------------
                       Name:    A.P.M. van der Poel
                       Title:   Member Management Board




                   FEI COMPANY


                   By:  /s/ VAHE A. SARKASSIAN
                       ---------------------------------------------------------
                       Name:    Vahe A. Sarkissian
                       Title:   President and Chief Executive Officer




                                       -5-