<PAGE>   1
                                                                     Exhibit 4.5



                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.


               SHARE PURCHASE PLAN 2001 FOR EMPLOYEES OF SILICON
                         MANUFACTURING PARTNERS PTE LTD


                       (AS ADOPTED EFFECTIVE 30 MAY, 2001)


<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
SECTION 1. PURPOSE OF THE PLAN                                                1

SECTION 2. ADMINISTRATION OF THE PLAN                                         1
     (a) Committee Composition                                                1
     (b) Committee Responsibilities                                           1

SECTION 3. ENROLLMENT AND PARTICIPATION                                       1
     (a) Offering Periods                                                     1
     (b) Enrollment                                                           1
     (c) Duration of Participation                                            2

SECTION 4. EMPLOYEE CONTRIBUTIONS                                             2
     (a) Frequency of Payroll Deductions                                      2
     (b) Amount of Payroll Deductions                                         2
     (c) Changing Contribution Rate                                           2
     (d) Discontinuing Payroll Deductions                                     2

SECTION 5. WITHDRAWAL FROM THE PLAN                                           2
     (a) Withdrawal                                                           2
     (b) Re-Enrollment After Withdrawal                                       3

SECTION 6. CHANGE IN EMPLOYMENT STATUS                                        3
     (a) Termination of Employment                                            3
     (b) Leave of Absence                                                     3
     (c) Death                                                                3

SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES                               3
     (a) Plan Accounts                                                        3
     (b) Purchase Price                                                       3
     (c) Number of Shares Purchased                                           4
     (d) Available Shares Insufficient                                        4
     (e) Issuance of Shares                                                   4
     (f) Unused Cash Balances                                                 5
     (g) Board Approval                                                       5
     (h) Shareholder Approval                                                 5

SECTION 8. LIMITATIONS ON OWNERSHIP                                           5
     (a) Five Percent Limit                                                   5
     (b) U.S. Dollar Limit                                                    5
</TABLE>

                                       i
<PAGE>   3
<TABLE>
<S>                                                                         <C>
SECTION 9. RIGHTS NOT TRANSFERABLE                                            6

SECTION 10. NO RIGHTS AS AN EMPLOYEE                                          6

SECTION 11. NO RIGHTS AS A SHAREHOLDER                                        7

SECTION 12. SECURITIES LAW REQUIREMENTS                                       7

SECTION 13. SHARES OFFERED UNDER THE PLAN                                     7
     (a) Authorized Shares                                                    7
     (b) Anti-Dilution Adjustments                                            7
     (c) Reorganizations                                                      7

SECTION 14. AMENDMENT OR DISCONTINUANCE                                       7

SECTION 15. DEFINITIONS                                                       8
     (a) "Board of Directors of Chartered"                                    8
     (b) "Board of Directors of SMP"                                          8
     (c) "CDP"                                                                8
     (d) "Chartered"                                                          8
     (e) "Chartered Semiconductor Manufacturing ESPP"                         8
     (f) "Committee"                                                          8
     (g) "Compensation"                                                       8
     (h) "Corporate Reorganization"                                           8
     (i) "CPF" means Central Provident Fund                                   9
     (j) "Eligible Employee"                                                  9
     (k) "Fair Market Value"                                                  9
     (l) "Offering Period"                                                    9
     (m) "Parent"                                                             9
     (n) "Participant"                                                        9
     (o) "Plan"                                                               9
     (p) "Plan Account"                                                      10
     (q) "Purchase Price"                                                    10
     (r) "Share"                                                             10
     (s) "SMP"                                                               10
     (t) "Subsidiary"                                                        10
     (u) "U.S. Tax Code"                                                     10

SECTION 16. EXECUTION                                                        10
</TABLE>

                                       ii
<PAGE>   4
                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
               SHARE PURCHASE PLAN 2001 FOR EMPLOYEES OF SILICON
                         MANUFACTURING PARTNERS PTE LTD


SECTION 1. PURPOSE OF THE PLAN.

     This Plan is effective as of 30 May 2001, having previously been adopted by
the Board of Directors and Shareholders of Chartered, and by the Board of
Directors of SMP. The purpose of the Plan is to provide Eligible Employees with
an opportunity to increase their proprietary interest in the success of
Chartered and SMP by purchasing Shares from Chartered on favorable terms and to
pay for such purchases through payroll deductions. The Plan is not intended to
qualify under section 423 of the U.S. Tax Code. Chartered and SMP assume no
responsibility, and shall not be liable, for tax consequences to any Participant
in connection with his or her participation in the Plan.


SECTION 2. ADMINISTRATION OF THE PLAN.

     (a) COMMITTEE COMPOSITION. The Plan shall be administered by the Committee.
The Committee shall consist of two or more members appointed by and holding
office at the pleasure of the Board of Directors of Chartered. The members of
the Committee may be, but need not be, members of the Board of Directors of
Chartered. Appointment of Committee members shall be effected by way of a
resolution of the Board of Directors of Chartered. Committee members may resign
at any time by delivering written notice to the Board of Directors of Chartered.
Vacancies in the Committee may be filled by the Board of Directors of Chartered.

     (b) COMMITTEE RESPONSIBILITIES. The Committee shall interpret the Plan and
make all other policy decisions relating to the operation of the Plan. The
Committee may adopt such rules, guidelines and forms as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.


SECTION 3. ENROLLMENT AND PARTICIPATION.

     (a) OFFERING PERIODS. While the Plan is in effect, two Offering Periods
shall commence in each calendar year. The Offering Periods shall consist of the
six-month periods commencing on each 1 March and 1 September.

     (b) ENROLLMENT. Any individual who, on the day preceding the first day of
an Offering Period, qualifies as an Eligible Employee may elect to become a
Participant in the Plan for such Offering Period by executing the enrollment
form prescribed for this purpose by the Committee. The enrollment form shall be
filed with Chartered at the prescribed location not later than 30 days prior to
the commencement of such Offering Period.

                                       1
<PAGE>   5

     (c) DURATION OF PARTICIPATION. Once enrolled in the Plan, a Participant
shall continue to participate in the Plan until he or she ceases to be an
Eligible Employee, withdraws from the Plan under Section 5(a) or reaches the end
of the Offering Period in which his or her employee contributions were
discontinued under Section 4(d) or 8(b). A Participant who discontinued employee
contributions under Section 4(d) or withdrew from the Plan under Section 5(a)
may again become a Participant, if he or she then is an Eligible Employee, by
following the procedure described in Subsection (b) above. A Participant whose
employee contributions were discontinued automatically under Section 8(b) shall
automatically resume participation at the beginning of the earliest Offering
Period ending in the next calendar year, if he or she then is an Eligible
Employee.


SECTION 4. EMPLOYEE CONTRIBUTIONS.

     (a) FREQUENCY OF PAYROLL DEDUCTIONS. A Participant may purchase Shares
under the Plan solely by means of payroll deductions. Payroll deductions, as
designated by the Participant pursuant to Subsection (b) below, shall occur on
each payday during participation in the Plan.

     (b) AMOUNT OF PAYROLL DEDUCTIONS. An Eligible Employee shall designate on
the enrollment form the portion of his or her Compensation that he or she elects
to contribute for the purchase of Shares. Such portion shall be a whole
percentage of the Eligible Employee's Compensation, but not less than 1% nor
more than 10%.

     (c) CHANGING CONTRIBUTION RATE. A Participant may not change the rate of
payroll deduction during an Offering Period, except to discontinue contributions
pursuant to Subsection (d) below or to withdraw from the Plan pursuant to
Section 5(a). If a Participant wishes to change the rate of payroll deduction
effective upon the commencement of a subsequent Offering Period, he or she may
do so by filing a new enrollment form with Chartered at the prescribed location
not later than 30 days prior to the commencement of such subsequent Offering
Period. The new contribution rate shall be a whole percentage of the Eligible
Employee's Compensation, but not less than 1% nor more than 10%.

     (d) DISCONTINUING PAYROLL DEDUCTIONS. If a Participant wishes to
discontinue employee contributions entirely, he or she may do so by filing a new
enrollment form with Chartered at the prescribed location at any time. Payroll
deductions shall cease as soon as reasonably practicable after such form has
been received by Chartered. In addition, employee contributions may be
discontinued automatically pursuant to Section 8(b). A Participant who has
discontinued employee contributions may resume such contributions during a
subsequent Offering Period, if such Participant is then an Eligible Employee, by
following the procedure under Section 3(b), subject to the requirements of
Section 3(c).


SECTION 5. WITHDRAWAL FROM THE PLAN.

     (a) WITHDRAWAL. A Participant may elect to withdraw from the Plan by filing
the prescribed form with Chartered at the prescribed location at any time before
the last day of an Offering Period. As soon as reasonably practicable
thereafter, payroll deductions shall cease and

                                       2
<PAGE>   6
the entire amount credited to the Participant's Plan Account shall be refunded
to him or her in cash, without interest, after deducting from such amount any
expenses incurred by Chartered in maintaining such account. No partial
withdrawals shall be permitted.

     (b) RE-ENROLLMENT AFTER WITHDRAWAL. A former Participant who has withdrawn
from the Plan shall not be a Participant until he or she re-enrolls in the Plan
under Section 3(b), subject to the requirements of Section 3(c). Re-enrollment
may be effective only at the commencement of an Offering Period.


SECTION 6. CHANGE IN EMPLOYMENT STATUS.

     (a) TERMINATION OF EMPLOYMENT. Termination of employment as an Eligible
Employee for any reason, including death, shall be treated as an automatic
withdrawal from the Plan under Section 5(a).

     (b) LEAVE OF ABSENCE. For purposes of the Plan, employment shall not be
deemed to terminate when the Participant goes on a military leave, a sick leave
or another bona fide leave of absence, if the leave was approved by SMP in
writing. Employment, however, shall be deemed to terminate 90 days after the
Participant goes on a leave, unless a contract or statute guarantees his or her
right to return to work. Employment shall be deemed to terminate in any event
when the approved leave ends, unless the Participant immediately returns to
work.

     (c) DEATH. In the event of the Participant's death, the entire amount
credited to his or her Plan Account shall, after deducting from such amount any
expenses incurred by Chartered in maintaining such account, be paid, without
interest, to a beneficiary designated by him or her for this purpose on the
prescribed form or, if none, to the Participant's estate. Such form shall be
valid only if it was filed with Chartered at the prescribed location before the
Participant's death.


SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.

     (a) PLAN ACCOUNTS. Chartered shall maintain a Plan Account on its books in
the name of each Participant. Whenever an amount is deducted from the
Participant's Compensation under the Plan, such amount shall be credited to the
Participant's Plan Account. To the extent required by all applicable laws, all
amounts credited to Plan Accounts shall be held in trust for the Participants.
To the extent not so required, amounts credited to Plan Accounts may be
commingled with Chartered's general assets and applied to general corporate
purposes. No interest shall be credited to Plan Accounts.

     (b) PURCHASE PRICE. The Purchase Price for each Share purchased at the
close of an Offering Period shall be the lower of:

          (i) 85% of the Fair Market Value of such Share on the last trading day
     in such Offering Period; or

          (ii) 85% of the Fair Market Value of such Share on the last trading
     day before the commencement of such Offering Period.

                                       3
<PAGE>   7
     Notwithstanding the foregoing, the Purchase Price for each Share shall in
no event be less than the par value of such Share.

     (c) NUMBER OF SHARES PURCHASED. As of the last day of each Offering Period,
each Participant shall, subject to the provisions of this Subsection (c), be
deemed to have elected to purchase the number of Shares calculated in accordance
with this Subsection (c), unless the Participant has previously elected to
withdraw from the Plan in accordance with Section 5(a). The amount then in the
Participant's Plan Account shall be divided by the Purchase Price, and the
resulting number of Shares, rounded down to the nearest whole Share, shall be
purchased from Chartered with the funds in the Participant's Plan Account. The
foregoing notwithstanding and subject to the Share limitations set forth in
Sections 8(b) and 13(a), the maximum number of Shares that a Participant may
purchase in each Offering Period shall not exceed the number of Shares derived
by dividing US$12,500 by the Fair Market Value of a Share as of the commencement
of the Offering Period. The Committee may determine with respect to all
Participants that any quantity of Shares less than 10 whole Shares, as
calculated under this Subsection (c), shall be rounded down to the next lower
multiple of 10 whole Shares. As a condition to the purchase by the Participant
of Shares in accordance with this Subsection (c), the Participant may be
required to deliver to Chartered or SMP (as the case may be), on or before the
last day of each Offering Period, a cheque or cash in the amount reasonably
required by Chartered to satisfy Chartered's or SMP's (as the case may be)
withholding obligations under applicable tax laws arising in connection with
such purchase (unless Chartered or SMP (as the case may be) has no withholding
obligation in respect of the Participant or unless Chartered or SMP (as the case
may be) and the Participant shall have made other arrangements for deductions or
withholding from the Participant's salary, bonus or other income payable to the
Participant by SMP provided such arrangements satisfy the requirements of
applicable laws).

     (d) AVAILABLE SHARES INSUFFICIENT. In the event that the aggregate number
of Shares that all Participants elect to purchase during an Offering Period
exceeds the maximum number of Shares remaining available for issuance under
Section 13(a), then the number of Shares to which each Participant is entitled
shall be determined by multiplying the number of Shares available for issuance
by a fraction, the numerator of which is the number of Shares that such
Participant has elected to purchase and the denominator of which is the number
of Shares that all Participants have elected to purchase, rounded down to the
nearest whole Share. The Committee may determine with respect to all
Participants that any quantity of Shares less than 10 whole Shares, as
calculated under this Subsection (d), shall be rounded down to the next lower
multiple of 10 whole Shares.

     (e) ISSUANCE OF SHARES. Subject to such consents or other required action
of any competent authority under any regulations or enactments for the time
being in force as may be necessary and subject to the compliance with the terms
of the Plan and the Memorandum and Articles of Association of Chartered,
Chartered shall, as soon as practicable after the close of the applicable
Offering Period, allot the relevant Shares and despatch to CDP the relevant
share certificates by ordinary post or such other mode as the Committee may deem
fit. Chartered shall, as soon as practicable after such allotment and where
required, apply to any stock exchange(s) on which the Shares are quoted or
listed for permission to deal in and for quotation of such Shares. Shares which
are allotted to a Participant at the end of an Offering Period shall be issued
in the

                                       4
<PAGE>   8
name of CDP to the credit of the securities account of that Participant
maintained with CDP, the securities sub-account maintained with a CDP agent or
the CPF investment account maintained with a CPF agent bank.

     (f) UNUSED CASH BALANCES. Any amount remaining in the Participant's Plan
Account that is (1) less than the Purchase Price for 10 whole Shares (if the
Committee determines in its discretion to apply the rounding procedures
described in Sections 7(c) and 7(d) hereof), or (2) less than the Purchase Price
for a whole Share (if the Committee does not apply such rounding procedures),
shall be refunded to the Participant in cash, without interest, together with
any amount remaining in the Participant's Plan Account that represents the
Purchase Price for whole Shares that could not be purchased by reason of the
Share limitations set forth in Subsections (c) or (d) above, Section 8(b) or
Section 13(a), in each case after deducting from such amount any expenses
incurred by Chartered in maintaining such account.

     (g) BOARD APPROVAL. Any other provision of the Plan notwithstanding, no
Shares shall be purchased under the Plan unless and until the Board of Directors
of SMP has approved the adoption of the Plan.

     (h) SHAREHOLDER APPROVAL. Any other provision of the Plan notwithstanding,
no Shares shall be purchased under the Plan unless and until the shareholders of
Chartered have approved the adoption of the Plan.


SECTION 8. LIMITATIONS ON OWNERSHIP.

     (a) FIVE PERCENT LIMIT. Any other provision of the Plan notwithstanding, no
Participant shall be granted a right to purchase Shares under the Plan if such
Participant, immediately after his or her election to purchase such Shares,
would own shares possessing more than 5% of the total combined voting power or
value of all classes of shares of Chartered or any Parent or Subsidiary of
Chartered. For purposes of this Subsection (a), the following rules shall apply:

          (i) Ownership of shares shall be determined after applying the
     attribution rules of section 424(d) of the U.S. Tax Code;

          (ii) Each Participant shall be deemed to own any shares that he or she
     has a right or option to purchase under this or any other plan; and

          (iii) Each Participant shall be deemed to have the right to purchase,
     with respect to each Offering Period under the Plan, the number of Shares
     derived by dividing US$12,500 by the Fair Market Value of Shares as of the
     commencement of such Offering Period.

     (b) U.S. DOLLAR LIMIT. Any other provision of the Plan notwithstanding, and
notwithstanding that the Plan is not intended to qualify under Section 423 of
the U.S. Tax Code, no Participant shall be granted a right under the Plan which
permits the Participant's rights to purchase Shares under the Plan, together
with other rights or options to purchase Shares or other

                                       5
<PAGE>   9
shares under all other employee share purchase plans of Chartered or any Parent
or any Subsidiary subject to Section 423 of the U.S. Tax Code, to accrue at a
rate which exceeds US$25,000 of the Fair Market Value of such Shares or other
shares for each calendar year in which the option is outstanding at any time.
For the purpose of the limitation imposed by this Subsection (b), (i) the right
to purchase Shares or other shares under a right or option accrues when the
right or option (or any portion thereof) first becomes exercisable during the
calendar year, (ii) the right to purchase Shares or other shares under a right
or option accrues at the rate provided in the right or option, but in no case
may such rate exceed US$25,000 of the Fair Market Value of such Shares or other
shares for any one calendar year, and (iii) a right to purchase Shares or other
shares which has accrued under one right granted pursuant to the Plan may not be
carried over to any other right or option. This limitation shall be applied in
accordance with Section 423(b)(8) of the U.S. Tax Code and the U.S. Treasury
Regulations thereunder.

     For purposes of this Subsection (b), the Fair Market Value of Shares which
are or may be purchased pursuant to the Plan shall be determined in each case as
of the beginning of the Offering Period in which such Shares are purchased, and
the Fair Market Value of shares which are or may be purchased pursuant to all
other employee share purchase plans of Chartered or any Parent or any Subsidiary
subject to Section 423 of the U.S. Tax Code shall be determined in each case at
the time the option or right to purchase shares pursuant to such plan is
granted. With the exception of the Plan, employee share purchase plans not
described in section 423 of the U.S. Tax Code shall be disregarded. If a
Participant is precluded by this Subsection (b) from purchasing additional
Shares under the Plan, then his or her employee contributions shall
automatically be discontinued and shall resume at the beginning of the earliest
Offering Period ending in the next calendar year (if he or she then is an
Eligible Employee).


SECTION 9. RIGHTS NOT TRANSFERABLE.

     The rights of any Participant under the Plan (including without limitation
the right to acquire Shares), or any Participant's interest in moneys to which
he or she may be entitled under the Plan, shall not be transferable by voluntary
or involuntary assignment or by operation of law, or in any other manner other
than by beneficiary designation or the laws of descent and distribution. If a
Participant in any manner attempts to transfer, assign or otherwise encumber his
or her rights or interest under the Plan, other than by beneficiary designation
or the laws of descent and distribution, then such act shall be treated as an
election by the Participant to withdraw from the Plan under Section 5(a).


SECTION 10. NO RIGHTS AS AN EMPLOYEE.

     Nothing in the Plan or in any right granted under the Plan shall confer
upon the Participant any right to continue in the employ of SMP or to be
entitled to employment in Chartered or a Subsidiary of Chartered for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of SMP or of the Participant, which rights are hereby expressly reserved
by each, to terminate his or her employment at any time and for any reason, with
or without cause.

                                       6
<PAGE>   10
SECTION 11. NO RIGHTS AS A SHAREHOLDER.

     A Participant shall have no rights as a shareholder of Chartered with
respect to any Shares that he or she may have a right to purchase under the Plan
until such Shares have been purchased on the last day of the applicable Offering
Period.


SECTION 12. SECURITIES LAW REQUIREMENTS.

     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares comply with (or are exempt from) all applicable requirements of
law, including (without limitation) the U.S. Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, U.S. state securities laws and
regulations, and the regulations of any securities exchange or other securities
market on which Chartered's securities may then be traded.


SECTION 13. SHARES OFFERED UNDER THE PLAN.

     (a) AUTHORIZED SHARES. Subject to adjustment pursuant to this Section 13,
the number of Shares available for purchase under the Plan shall be 10,000,000,
less the number of Shares that are purchased by participants under the Chartered
Semiconductor Manufacturing ESPP, on a Share-for-Share basis.

     (b) ANTI-DILUTION ADJUSTMENTS. The following shall be adjusted
proportionately by the Committee for any increase or decrease in the number of
outstanding Shares resulting from a subdivision or consolidation of Shares or
the payment of a share dividend, any other increase or decrease in such Shares
effected without receipt or payment of consideration by Chartered, the
distribution of the shares of a Subsidiary to Chartered's shareholders or a
similar event: (i) the aggregate number of Shares offered under the Plan; (ii)
the Share limitation per Offering Period described in Section 7(c); (iii) the
rounding procedures described in Sections 7(c) and 7(d) hereof; and (iv) the
price of Shares that any Participant has elected to purchase.

     (c) REORGANIZATIONS. Any other provision of the Plan notwithstanding,
immediately prior to the effective time of a Corporate Reorganization, the
Offering Period then in progress shall terminate and Shares shall be purchased
pursuant to Section 7, unless the Plan is continued or assumed by the surviving
corporation or its parent corporation. The Plan shall in no event be construed
to restrict in any way Chartered's right to undertake a dissolution,
liquidation, merger, consolidation or other reorganization.


SECTION 14. AMENDMENT OR DISCONTINUANCE.

     It is intended that the terms of the Plan shall be substantially similar to
the terms of the Chartered Semiconductor Manufacturing ESPP. Unless otherwise
terminated by the Board of Directors of Chartered, the Plan shall continue to be
in force for as long as the Chartered Semiconductor Manufacturing ESPP is in
force. Notwithstanding the foregoing, the Board of Directors of Chartered shall
have the right to amend, suspend or terminate the Plan at any time and from time
to time, without notice. No right to purchase Shares under the Plan may be

                                       7
<PAGE>   11
granted during any period of suspension of the Plan or after termination of the
Plan. Except as provided in Section 13, any increase in the aggregate number of
Shares to be issued under the Plan shall be subject to approval by a vote of the
shareholders of Chartered in accordance with applicable law or regulation. In
addition, any other amendment of the Plan shall be subject to approval by a vote
of the shareholders of Chartered to the extent required by an applicable law or
regulation. In the event that the Board of Directors of Chartered terminates the
Plan, any amount remaining in each Participant's Plan Account shall be refunded
to the Participant in cash, without interest, after deducting from such amount
any expenses incurred by Chartered in maintaining such account.


SECTION 15. DEFINITIONS.

     (a) "BOARD OF DIRECTORS OF CHARTERED" means the Board of Directors of
Chartered, as constituted from time to time.

     (b) "BOARD OF DIRECTORS OF SMP" means the Board of Directors of SMP, as
constituted from time to time.

     (c) "CDP" means The Central Depository (Pte) Limited.

     (d) "CHARTERED" means Chartered Semiconductor Manufacturing Ltd, a company
incorporated in Singapore and an associated company of SMP.

     (e) "CHARTERED SEMICONDUCTOR MANUFACTURING ESPP" means the employee share
purchase plan adopted, or to be adopted, in 2001 by Chartered for the benefit of
the employees of Chartered and its Subsidiaries.

     (f) "COMMITTEE" means a committee of the Board of Directors of Chartered,
as described in Section 2.

     (g) "COMPENSATION" means (i) the total compensation paid in cash to a
Participant by SMP, including salaries, wages, bonuses, incentive compensation,
commissions, overtime pay, shift premiums, in each case before deducting any CPF
contributions made by a Participant, plus (ii) any pre-tax contributions made by
the Participant under section 401(k) or 125 of the U.S. Tax Code. "Compensation"
shall exclude all non-cash items, moving or relocation allowances,
cost-of-living equalization payments, car allowances, tuition reimbursements,
imputed income attributable to cars or life insurance, severance pay, fringe
benefits, contributions or benefits received under employee benefit plans, CPF
contributions made by SMP, income attributable to the exercise of share options,
and similar items. The Committee shall determine whether a particular item is
included in Compensation.

     (h) "CORPORATE REORGANIZATION" means:

          (i) The consummation of a merger or consolidation of Chartered with or
     into any other entity or any other corporate reorganization; or

                                       8
<PAGE>   12
          (ii) The sale, transfer or other disposition of all or substantially
     all of Chartered's assets or the complete liquidation or dissolution of
     Chartered.

     (i) "CPF" means Central Provident Fund.

     (j) "ELIGIBLE EMPLOYEE" means any employee of SMP who meets both of the
following requirements:

          (i) His or her customary employment is for more than five months per
     calendar year and for more than 20 hours per week; and

          (ii) He or she has been an employee of SMP, Chartered or a Subsidiary
     of Chartered for not less than 6 months.

     The foregoing notwithstanding, an individual shall not be considered an
Eligible Employee if his or her participation in the Plan is prohibited by the
law of any country which has jurisdiction over him or her or if he or she is
subject to a collective bargaining agreement that does not provide for
participation in the Plan.

     (k) "FAIR MARKET VALUE" means as of any given date, the fair market value
of a Share, determined in the following order of priority:

          (i) If the Shares are listed on any established stock exchange or a
     national market system, the Fair Market Value shall be the mean of the high
     and low sales prices for a Share (or the mean of the high and low bids, if
     no sales were reported) as quoted on such exchange or system for such date,
     as reported in The Straits Times or such other source as the Committee
     deems reliable; or

          (ii) In the absence of an established market or quotation system for
     the Shares, the Fair Market Value shall be determined by the Board of
     Directors of Chartered in good faith. Such determination shall be
     conclusive and binding on all persons.

     (l) "OFFERING PERIOD" means a six-month period with respect to which the
right to purchase Shares may be granted under the Plan, as determined pursuant
to Section 3(a).

     (m) "PARENT" means any corporation (other than Chartered) in an unbroken
chain of corporations ending with Chartered, if, at the time of the granting of
the right to purchase Shares under the Plan, each of the corporations other than
Chartered owns shares possessing more than 50% of the total combined voting
power of all classes of shares in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.

     (n) "PARTICIPANT" means an Eligible Employee who elects to participate in
the Plan, as provided in Section 3(b).

     (o) "PLAN" means this Chartered Semiconductor Manufacturing Share Purchase
Plan 2001 for Employees of Silicon Manufacturing Partners Pte Ltd, as amended
from time to time.

                                       9
<PAGE>   13
     (p) "PLAN ACCOUNT" means the account established for each Participant
pursuant to Section 7(a).

     (q) "PURCHASE PRICE" means the price at which Participants may purchase
Shares under the Plan, as determined pursuant to Section 7(b).

     (r) "SHARE" means one ordinary share, of par value Singapore $0.26, in the
capital of Chartered, as adjusted in accordance with Section 13 (if applicable).

     (s) "SMP" means Silicon Manufacturing Partners Pte Ltd, a company
incorporated in Singapore and an associated company of Chartered.

     (t) "SUBSIDIARY" means any corporation (other than Chartered) in an
unbroken chain of corporations beginning with Chartered, if, at the time of the
granting of the right to purchase Shares under the Plan, each of the
corporations other than the last corporation in an unbroken chain owns shares
possessing more than 50% of the total combined voting power of all classes of
shares in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.

     (u) "U.S. TAX CODE" means the U.S. Internal Revenue Code of 1986, as
amended.


SECTION 16. EXECUTION.

     (a) To record the adoption of the Plan by the Board of Directors and
Shareholders of Chartered, Chartered has caused this Plan to be executed by its
duly authorized officer and to become effective as of 30 May 2001.


                                             CHARTERED SEMICONDUCTOR
                                             MANUFACTURING LTD


                                             By:    /s/ BARRY WAITE
                                                    ----------------------------
                                             Title: PRESIDENT/CEO
                                                    ----------------------------

                                       10
<PAGE>   14
     (b) To record the adoption of the Plan by the Board of Directors of SMP,
SMP has caused this Plan to be executed by its duly authorized officer and to
become effective as of 30 May 2001.


                                             SILICON MANUFACTURING PARTNERS PTE
                                             LTD


                                             By:    /s/ JOHN DOCHERTY
                                                    ----------------------------
                                             Title: DIRECTOR
                                                    ----------------------------


     (c) The Plan may be executed by Chartered and SMP in separate counterparts,
each of which when so executed shall be deemed to be an original and both of
which when taken together shall constitute one and the same document.

                                  11