Share Purchase Plan 2004 For Empployees of Silicon



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Exhibit 4.5




CHARTERED SEMICONDUCTOR MANUFACTURING LTD.



SHARE PURCHASE PLAN 2004 FOR EMPLOYEES OF SILICON

MANUFACTURING PARTNERS PTE LTD



(AS ADOPTED EFFECTIVE APRIL 29, 2004)



 









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	 	 	Page

	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
	 	 	3	 
	(a) Withdrawal
	 	 	3	 
	(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
	 	 	4	 
	(a) Plan Accounts
	 	 	4	 
	(b) Purchase Price
	 	 	4	 
	(c) Number of Shares Purchased
	 	 	4	 
	(d) Available Shares Insufficient
	 	 	5	 
	(e) Issuance of Shares
	 	 	5	 
	(f) Unused Cash Balances
	 	 	5	 
	(g) Board Approval
	 	 	6	 
	(h) Shareholder Approval
	 	 	6	 
	 
	 	 	 	 
	SECTION 8. LIMITATIONS ON OWNERSHIP
	 	 	6	 
	(a) Five Percent Limit
	 	 	6	 
	(b) U.S. Dollar Limit
	 	 	6	 







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	SECTION 9. RIGHTS NOT TRANSFERABLE
	 	 	7	 
	 
	 	 	 	 
	SECTION 10. NO RIGHTS AS AN EMPLOYEE
	 	 	7	 
	 
	 	 	 	 
	SECTION 11. NO RIGHTS AS A SHAREHOLDER
	 	 	7	 
	 
	 	 	 	 
	SECTION 12. SECURITIES LAW REQUIREMENTS
	 	 	8	 
	 
	 	 	 	 
	SECTION 13. SHARES OFFERED UNDER THE PLAN
	 	 	8	 
	(a) Authorized Shares
	 	 	8	 
	(b) Anti-Dilution Adjustments
	 	 	8	 
	(c) Reorganizations
	 	 	8	 
	 
	 	 	 	 
	SECTION 14. AMENDMENT OR DISCONTINUANCE
	 	 	9	 
	 
	 	 	 	 
	SECTION 15. DEFINITIONS
	 	 	9	 
	(a) “Board of Directors of Chartered”
	 	 	9	 
	(b) “Board of Directors of SMP”
	 	 	9	 
	(c) “CDP”
	 	 	9	 
	(d) “Chartered”
	 	 	9	 
	(e) “Chartered Semiconductor Manufacturing ESPP”
	 	 	9	 
	(f) “Committee”
	 	 	9	 
	(g) “Compensation”
	 	 	9	 
	(h) “Corporate Reorganization”
	 	 	10	 
	(i) “CPF” means Central Provident Fund
	 	 	10	 
	(j) “Eligible Employee”
	 	 	10	 
	(k) “Fair Market Value”
	 	 	10	 
	(l) “Offering Period”
	 	 	10	 
	(m) “Parent”
	 	 	10	 
	(n) “Participant”
	 	 	11	 
	(o) “Plan”
	 	 	11	 
	(p) “Plan Account”
	 	 	11	 
	(q) “Purchase Price”
	 	 	11	 
	(r) “Share”
	 	 	11	 
	(s) “SMP”
	 	 	11	 
	(t) “Subsidiary”
	 	 	11	 
	(u) “U.S. Tax Code”
	 	 	11	 
	 
	 	 	 	 
	SECTION 16. EXECUTION
	 	 	11	 
	 Employee Share Purchase Plan 2004
	 Share Purchase Plan 2004 For Employees of Silicon
	 Opinion of Allen & Gledhill
	 Consent of KPMG











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CHARTERED SEMICONDUCTOR MANUFACTURING LTD.

SHARE PURCHASE PLAN 2004 FOR EMPLOYEES OF SILICON

MANUFACTURING PARTNERS PTE LTD







SECTION 1. PURPOSE OF THE PLAN.



     This Plan is effective as of April 29, 2004, 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 (or such other period as the Committee may prescribe in its discretion)
prior to the commencement of such Offering Period.



 









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     (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 and in the prescribed manner, including without
limitation, where Chartered requires, through Chartered’s computerized or
electronic information system for implementation of the Plan, not later than 30
days (or such other period as the Committee may prescribe in its discretion)
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 and in the
prescribed manner, including without limitation, where Chartered requires,
through Chartered’s computerized or electronic information system for implementation of the
Plan. The submission of such form, in order to be effective, shall be made at
any time before the date which is fourteen (14) days prior to the first day of
the calendar month in which such discontinuance is to take effect, or at any
time before such other date within the relevant Offering Period as the
Committee may prescribe in its discretion. 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



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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
electronically completing and submitting to Chartered such electronic
withdrawal form as the Committee may from time to time prescribe for use with
Chartered’s computerized or electronic information system, or by filing with
Chartered at the prescribed location such other withdrawal form as the
Committee may from time to time prescribe. The submission of such withdrawal
form, in order to be effective, shall be made at any time on or before the date
which is the forty-fifth (45th) day prior to the last day of an Offering
Period, or at any time before such other date within the relevant Offering
Period as the Committee may prescribe in its discretion. As soon as reasonably
practicable thereafter, payroll deductions shall cease and 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.



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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.




     (i) Subject to sub-Sections 7(b)(ii) through 7(b)(iv) below, the
Purchase Price for each Share purchased at the close of an Offering
Period shall be the lower of:




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




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




     (ii) If at any time the Committee determines that the Purchase Price
as determined under the method set forth in sub-Section 7(b)(i) above
would or potentially would cause Chartered to incur any stock-based
compensation charge with respect to the Plan or the rights granted under
the Plan to purchase Shares, then the Committee may, if it in its
discretion deems necessary or advisable, prescribe that the Purchase
Price for each Share purchased at the close of an Offering Period shall
be determined in such manner (including by a method other than as set
forth in sub-Section 7(b)(i) above) as may be prescribed by the Committee
in good faith in order to eliminate or reduce, if possible and to the
extent the Committee deems advisable, any such stock-based compensation
charge and so as not to increase the benefits to the Participants under
the Plan.




     (iii) In each case where the Committee, pursuant to sub-Section
7(b)(ii) above, prescribes a manner for determining the Purchase Price
that would not increase the benefits to the Participants (such manner to include, without
limitation, an increase in the Purchase Price or the use of only one
trading day as a reference date for determining the Purchase Price), the
Committee may, if it so elects, so prescribe without such action being
subject to approval by a vote of the shareholders of Chartered, except to
the extent such shareholder approval is required by applicable law or
regulation.




     (iv) 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).



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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)(i) or Section 13(a)(ii), 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 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



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(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 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



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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.







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 pursuant to Section 7.



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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:




     (i) 30,000,000 in aggregate, less the aggregate number of Shares
that are purchased by participants under the Chartered Semiconductor
Manufacturing ESPP, on a Share-for-Share basis (but without prejudice to
sub-Section 13(a)(ii) below); and




     (ii) (A) in the first Offering Period under the Plan, and in each
calendar year where two Offering Periods commence in such calendar year,
not more than 1,500,000 Shares in each of such Offering Periods, less the
number of Shares that are purchased by participants under the Chartered
Semiconductor Manufacturing ESPP in such Offering Period, on a
Share-for-Share basis, or (B) in the event the Plan is amended to provide
for only one Offering Period to commence in a calendar year, not more
than 3,000,000 Shares in such Offering Period, less the number of Shares
that are purchased by participants under the Chartered Semiconductor Manufacturing ESPP in
such Offering Period, 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 limitations per Offering Period described in Section 7(c) and Section
13(a)(ii); (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.



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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 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 2004 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




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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




     (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


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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 2004 for Employees of Silicon Manufacturing Partners Pte Ltd, as amended
from time to time.







     (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 April 29, 2004.


	 	 	 	 	 
	 	CHARTERED SEMICONDUCTOR

MANUFACTURING LTD

 	 
	 	By:  	/s/ CHIA SONG HWEE
 	 
	 	 	Name:  	CHIA SONG HWEE 	 
	 	 	Title:  	PRESIDENT & CEO 	 




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     (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 April 29, 2004.


	 	 	 	 	 
	 	SILICON MANUFACTURING PARTNERS PTE LTD

 	 
	 	By:  	/s/ ANG KAY CHAI
 	 
	 	 	Name:  	ANG KAY CHAI 	 
	 	 	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.




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