AMENDMENT AGREEMENT

Cooperation Agreement

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This Cooperation Agreement involves

EPCOS AG | Matsushita Electronic Components Co., Ltd

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Title: AMENDMENT AGREEMENT
Date: 3/17/2005
Industry: ELECTR Sector: TECHNO

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Amendment Agreement to the Technical Cooperation Agreement dated June 30, 1999

Exhibit 4.6

Amendment Agreement

to the Technical Cooperation Agreement dated June 30, 1999

between

Matsushita Electronic Components Co., Ltd., Osaka, Japan (“MACO”)

and

EPCOS AG, Munich, Germany (“EPCOS”)

- MACO and EPCOS hereinafter called the “Parties” –

WHEREAS, the Parties have entered into a Technical Cooperation Agreement in the field of passive electronic components on June 30, 1999 (the “Agreement”), and since then have been successfully engaged in technical exchanges and concluded several technical know-how and joint development agreements (such agreements called “Ancillary Agreements” in the Agreement);

WHEREAS, the Parties wish to continue their cooperation under the Agreement with some modifications thereto after the expiration (as of June 30, 2004) of the Shareholders’ Agreement between Matsushita Electric Industrial Co., Ltd., MACO, Matsushita Electronic Components (Europe) GmbH and Siemens AG dated June 30, 1999;

NOW, THEREFORE, EPCOS and MACO hereby agree as follows:

1.	Section 3.2 of the Agreement shall be replaced by the following provisions:

“3.2

Whenever MACO and EPCOS mutually deem it beneficial during the term of this Agreement, MACO and EPCOS will hold technical meetings at the time and place to be then determined, in order to exchange general information, demonstrate their capabilities and achievements and discuss their experiences and the feasibility of possible Technical Assistance and/or Joint Development between MACO and EPCOS.”

2.	Section 3.4 of the Agreement with regard to EPCOS’ obligation to pay the service fee shall be deleted in its entirety. Accordingly, the final payment by EPCOS of the service fee of Euro 100,000 in accordance with such Section shall be made on or prior to March 20, 2004.

3.	Sections 10.1 through 10.4 of the Agreement shall be replaced by the following provisions:

“10.1

This Agreement shall become effective as of the Effective Date and shall continue in full force and effect until June 30, 2004. Thereafter, this Agreement may be automatically extended for additional terms of one (1) year each, unless either Party provides the other Party, at least six (6) month prior to the expiration date of the then current term, with the written notice of the intent to amend the terms and conditions of the Agreement or not to extend the Agreement.

10.2

Either Party may terminate this Agreement forthwith by providing written notice to the other Party in the event that:

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such other Party shall have been in material breach and/or default with regard to any provision of this Agreement and/or any Ancillary Agreement and such material breach and/or default shall not have been corrected within sixty (60) days after receipt of written notice specifying the nature of such breach and/or default.