Goldman Sachs International I Peterborough Court I 133 Fleet Street I London EC4A 2BB I Tel: 0207 774 1000
Registered in England no. 226395. Registered Office as above. Authorised and regulated by the
Financial Services Authority.
    
    (GOLDMAN SACHS LOGO)
  PATPAT600202057-32529TAPTAPREVISED CONFIRMATIONDATE:
    
    March 27, 2007TO:
    
    CHARTERED SEMICONDUCTOR MANUFACTURING LTDFROM:
    
    Goldman Sachs InternationalSUBJECT:
    
    American Call Option with Early Termination Provisions on
Ordinary Shares of Chartered Semiconductor Manufacturing
Ltd.OUR REF NO:
    
    LTAA1419140936.0.0.0 / 00643091201
 This Confirmation supersedes and replaces all prior communications between the parties hereto
with respect to the Transaction described below.
     1 of 11




---



##### 



General Terms:Trade Date:
    
    9 March 2007Option Style:
    
    AmericanOption Type:
    
    CallSeller:
    
    CounterpartyBuyer:
    
    GSIShares:
    
    Ordinary shares of Chartered Semiconductor
Manufacturing Ltd.(Bloomberg Code: CSM SP)Number of Options:
    
    214,800,000Option Entitlement:
    
    1 Share(s) per OptionStrike Price:
    
    USD 1.408Premium:
    
    USD 8,060,000Premium Payment Date:
    
    16 March 2007Exchange:
    
    Singapore Exchange Securities Trading LimitedRelated Exchange:
    
    All ExchangesProcedure for Exercise:Commencement Date:
    
    9 March 2007Exercise Date:
    
    As provided in Section 3.1(b) of the Equity
DefinitionsLatest Exercise Time:
    
    11.00am Singapore TimeExpiration Time:
    
    The Valuation TimeExpiration Date:
    
    29 March 2011Multiple Exercise:
    
    ApplicableSettlement Date:
    
    3 Exchange Business Days following the relevant Valuation DateMinimum Number of Options:
    
    2,000,000
 2 of 11




---



##### 



Seller Contact
Details for the
Purpose of Giving
Notice:
    
    Attention: Looi Lee Hwa, Edwin Chan and Jesline Teo
Fax: 65 63604790/65 6362 2909Buyer Contact
Details for the
Purpose of Giving
Notice:
    
    Attention: Equity Derivatives OperationsFax: 852 2978 1699Valuation:Valuation Time:
    
    As provided in Section 6.1 of the Equity DefinitionsValuation Date:
    
    Each Exercise DateSettlement Terms:Physical Settlement:
    
    Applicable, subject to the Cash Settlement and Early Termination provisions belowSettlement Price:
    
    Strike PriceSettlement Currency:
    
    USDCash Settlement:
    
    Applicable at Counterpartys election in lieu of
Physical Settlement subject as provided herein. If Counterparty so elects and subject to valid
exercise of the Options by GSI on the relevant Exercise Date, then Counterparty shall pay to GSI
on the relevant Cash Settlement Payment Date the Option Cash Settlement Amount.To elect Cash Settlement in lieu of Physical
Settlement in respect of an exercise of Options on an Exercise Date, Counterparty shall give
notice to GSI in respect of the election of Cash Settlement by no later than three hours
following the Latest Exercise Time on the relevant Exercise Date. Such election may be made in
respect of any or all of the Options exercised and Counterparty shall specify the number of
Options subject to such election in the notice. Any notice received after such time shall be
void. For the avoidance of doubt, (i) if GSI does not exercise the Options on such Exercise
Date, such notice shall be void and (ii) in the event GSI exercises the Options on such Exercise
Date, in the absence of receipt by GSI of a valid Cash Settlement notice from Counterparty,
Physical Settlement shall apply.Option Cash Settlement Amount:
    
    An amount in USD in respect of each Option exercised equal to (Closing Price on the relevant
Valuation Date  Strike Price) x Option Entitlement (if positive, otherwise zero).
 3 of 11




---



##### 



Closing Price:
    
    The SGD closing price of one Share as
published by the Exchange on the relevant day
provided that if the Exchange does not
publish the closing price and the relevant
day is not a Disrupted Day, then the
Calculation Agent shall determine the
relevant closing price in good faith and a
commercially reasonable manner, divided by
the FX rate.FX Rate:
    
    The spot exchange rate expressed as the
amount of SGD per one USD as displayed at
11am Singapore time on Reuters Page
ABSIRFIX01 or any successor page on the
relevant day as determined by the Calculation
Agent, provided that if no such rate is
displayed at such time, then such exchange
rate as determined by the Calculation Agent
in good faith and a commercially reasonable
manner.Cash Settlement Payment Date:
    
    3 Exchange Business Days after the relevant Valuation DateEarly Termination Provisions:Early Termination:
    
    Counterparty may elect for an early
termination of this Transaction (Early
Termination) in whole or in part under the
following circumstances:a) From and including 29 March 2007 to but
excluding the Expiration Date (Higher Soft
Call Period), if the Closing Price on each
of any 20 Exchange Business Days (each of
which must occur within the Higher Soft Call
Period, the last such day being the Higher
Soft Call Date) in any consecutive 30
Exchange Business Day period is equal to or
greater than the Higher Soft Call Strike
Price, as determined by the Calculation
Agent.Counterparty may elect, upon notice to GSI,
on the Higher Soft Call Date, to terminate
and settle this Transaction early, in whole
or in part, subject to the Early Termination
Election Provisions below. For the avoidance
of doubt, (i) any portion of this
Transaction not terminated early shall
continue
under the terms hereof until the earlier of a
subsequent Early Termination and the
Expiration Date, (ii) Counterparty may elect
to terminate any or all of the remaining
portion of this Transaction early during the
Higher Soft Call Period each time the
condition described in paragraph (a) above is
satisfied.Higher Soft Call Strike Price:
    
    USD 1.76
 4 of 11




---



##### 



Early Termination Election Provisions:
    
    To elect for Early Termination, Counterparty shall
give notice to GSI in respect of such election by
no later than three hours following the close of
trading on the Exchange on the relevant Higher
Soft Call Date. Any notice received after such
time shall be void. Such notice shall specify the
portion of the Transaction being terminated early
(the Designated Portion) and whether
Counterparty is electing for Cash Settlement or
Physical Settlement in respect of such Designated
Portion. In the absence of receipt by GSI of a
valid Cash Settlement notice from Counterparty,
Physical Settlement shall apply.If Counterparty elects to early terminate all or
any part of this Transaction, the following shall
occur on the relevant Early Termination Settlement
Date. In respect of an Early Termination election
on:a) a Higher Soft Call Date, if Physical Settlement
applies, Counterparty shall deliver to GSI the
Shares relating to the Designated Portion against
payment by GSI to Counterparty of an amount equal
to Strike Price in respect of each Share
delivered; andb) a Higher Soft Call Date, if Cash Settlement
applies, Counterparty shall pay to GSI an amount
equal to (Closing Price on the relevant Higher
Soft Call Date  Strike Price) x number of Shares
relating to the Designated Portion.The provisions of Article 9 of the Equity
Definitions shall apply to the settlement pursuant
to the Designated Portion under paragraph (a)
above as though it is a settlement of a Physically
Settled Call Option transaction with GSI as Buyer
and Counterparty as Seller, and for such purposes,
the amount of Shares relating to the Designated
Portion in the case of paragraph (a) shall be the
number of Options Exercised multiplied by the
Option Entitlement.Early Termination Settlement Date:
    
    3 Exchange Business Days following the relevant
Higher Soft Call Date. The Designated Portion of
the Transaction shall be terminated upon
settlement of the same in accordance with the
Early Termination Election Provisions.Provision of Notice:
    
    Any notice to be provided under in respect of a
Physical Settlement, Cash Settlement or Early
Termination may be provided by the relevant party
orally or in writing. If provided orally, the
party to
 5 of 11




---



##### 



whom oral notice is given shall be
provided with written confirmation
of such oral notification as soon as
reasonably practicable thereafter
provided that failure to provide
such written confirmation shall not
in any way prejudice the validity of
the earlier oral notification.In respect of an exercise by GSI of
the Options under this Transaction
only, Counterparty has requested
that GSI use reasonably commercially
practicable efforts to notify
Counterparty 12 hours prior to an
actual exercise of the fact that it
is considering an exercise of the
Options. Any such notification shall
in no way oblige GSI to exercise the
Options at any subsequent time nor
shall a prior notification preclude
any subsequent notification or
exercise. Any failure to provide
such prior notification shall in no
way prejudice or limit GSIs rights
or ability to exercise the Options
pursuant to the terms of this
Transaction. In addition,
Counterparty shall be solely
responsible for determining if any
such prior notification results or
could result in any disclosure,
reporting or filing obligation on
Counterparty to be made under
applicable laws, rules and
regulations and
Counterparty shall be solely
responsible for compliance with or
the failure to comply with any such
obligations. GSI makes no
representation or warranty in
respect thereof.Share Adjustments:Method of Adjustment:
    
    Calculation Agent Adjustment. For
the avoidance of doubt and without
limiting the scope of Section 11.2
(c) of the Equity Definitions, the
Higher Soft Call Strike Price shall
be inserted after the words the
Knock-out Price, under
sub-paragraph (A) of that section.Ordinary Dividends:
    
    The terms of this Transaction assume
no ordinary dividends being declared
and/or paid by
Counterparty on the Shares. In the
event Counterparty declares and/or
pays any ordinary dividends on the
Shares prior to the Expiration Date,
the Calculation Agent may make such
adjustments to the terms of this
Transaction to reflect the economic
effect of such dividends. For the
avoidance of doubt, nothing in the
section shall limit or otherwise
prejudice the rights of GSI to make
any other adjustments to this
Transaction as may otherwise be
provided for under the Equity
Definitions.
 6 of 11




---



##### 



Extraordinary Events:Consequences of Merger Events:Share-for-Share:
    
    Modified Calculation Agent AdjustmentShare-for-Other:
    
    Cancellation and Payment (Calculation Agent
Determination)Share-for-Combined:
    
    Component AdjustmentStock Loan Rate:
    
    USD-LIBOR-BBATender Offer:
    
    ApplicableConsequences of Tender Offers:Share-for-Share:
    
    Modified Calculation Agent AdjustmentShare-for-Other:
    
    Cancellation and Payment (Calculation Agent
Determination)Share-for-Combined:
    
    Component AdjustmentStock Loan Rate:
    
    USD-LIBOR-BBANationalisation, Insolvency or De-Listing Event:
    
    Cancellation and Payment (Calculation Agent Determination)Additional Disruption Events:Change in Law:
    
    ApplicableInsolvency Filing:
    
    ApplicableHedging Disruption:
    
    ApplicableHedging Party:
    
    GSILoss of Stock Borrow:
    
    Applicable; furthermore Section 12.9(a)(vii) of the
Equity Definitions is amended by deleting words at
a rate equal to or less than the Maximum Stock
Loan Rate and replacing them with at a rate of
return equal to or greater than zero.Hedging Party:
    
    GSIIncreased Cost of Stock
Borrow:
    
    Applicable; Section 12.9(a)(viii) is amended as
follows:
Increased Cost of Stock Borrow means that the
Hedging Party would incur a rate to borrow Shares
with respect to such Transaction that is materially
higher than the rate in effect on the Trade Date, in
 7 of 11




---



##### 



each case as determined by the Hedging Party in good faith and in a commercially
reasonable manner.Hedging Party:
    
    GSIIncreased Cost of Hedging:
    
    ApplicableHedging Party:
    
    GSIDetermining Party:
    
    GSINon-Reliance:
    
    ApplicableAgreements and Ackowledgements
Regarding Hedging Activities:
    
    ApplicableAdditional Ackowledgements:
    
    ApplicableTransfer:
    
    Notwithstanding anything to the contrary in the
Agreement, GSI may assign, transfer and set over all rights, title and interest,
powers, privileges and remedies of GSI under this Transaction, in whole or in
part, to an affiliate of GSI that is guaranteed by The Goldman Sachs Group, Inc.
without the consent of Counterparty.GSI Payment Instructions:
    
    Citibank, New YorkABA 021-000089A/c Goldman Sachs InternationalA/c No. 40616408Counterparty Payment Instructions:
    
    Please adviseCalculation Agent:
    
    GSI
 Additional Counterparty Representations Goldman Sachs)
 a)
    
    It is capable of making, and has made, its own independent investment decisions to
enter into the Transaction and as to whether the Transaction is appropriate and proper for
it based upon its own judgment and upon advice from such advisers as it has deemed
necessary. No communication (written or oral) received from Goldman Sachs shall be deemed
to be an assurance or guarantee as to the expected returns on the Transaction.b)
    
    It has been given the opportunity to obtain information from Goldman Sachs
concerning the terms and conditions of the Transaction and the Shares necessary for it to
evaluate the merits and risks of the Transaction and the Shares.c)
    
    It is not relying on any communication (written or oral) of Goldman Sachs as
investment advice or as a recommendation to enter into the Transaction and understands that
information and explanations related to the Transaction and the
 8 of 11




---



##### 



Shares shall not be considered investment advice or a recommendation to enter into the
Transaction.d)
    
    None of Goldman Sachs or any person representing or acting on behalf of Goldman Sachs is
acting as a fiduciary for, or an adviser to, it in connection with the entry into of
the Transaction and it has obtained such independent professional advice (including,
without limitation, legal advice) as it has deemed necessary in connection with the entry
into of the Transaction. In particular, it has obtained its own independent accounting
advice as to the appropriate accounting treatment of the Transaction and shall be
accounting for this Transaction in a manner consistent with such advice and in any event
in compliance with applicable laws, rules and regulations.e)
    
    The entry into of the Transaction does not and will not conflict with or result in a
breach or violation of any law or regulation applicable to dealings in the Shares
(including, without limitation, the rules of the Exchange) or otherwise breach or violate
any of Counterpartys constitutional documents or any other material agreement which it
may have entered into.f)
    
    Neither it nor any of its affiliates, nor any persons acting on its or their behalf, has
engaged or will engage in any directed selling efforts (as defined under Rule 903 of
Regulation S (Regulation S) of the U.S. Securities Act of 1933, as amended (the
Securities Act)) with respect to any Shares to be delivered under this Transaction and
it will and shall procure that its affiliates will comply with the offering restrictions
requirement of Regulation S.g)
    
    Neither it nor any of its affiliates or any person acting on its or their behalf has taken or
will take, directly or indirectly, any action which was or is designed to stabilise or
manipulate, or which might reasonably be expected to cause or result in stabilisation or
manipulation of, the price of the Shares.h)
    
    Neither it nor any of its affiliates or any person acting on its or their behalf is in
possession of information which would, pursuant to securities laws (including insider
dealing laws) applicable to dealings in the Shares, preclude it from dealing in the Shares
and neither its most recent annual or interim financial statements nor any public
announcement made by it, whether pursuant to applicable laws, rules or regulations or
otherwise, contain, as of the date published and/or made, any material misstatement or
omission that could make the statements therein, in light of the circumstances under which
they were made, misleading.i)
    
    It will make or provide any disclosure required by applicable laws and regulations
(including pursuant to the securities laws or regulations in the jurisdiction of the
issuer of the Shares or the rules of the Exchange) or Goldman Sachs pursuant to any order
or request received by Goldman Sachs from any legal or regulatory body or authority in
connection with the entry into of the Transaction and notwithstanding any duty of
confidentiality owed by Goldman Sachs, Counterparty acknowledges and agrees that Goldman
Sachs may make such disclosure to any legal or regulatory body or authority as Goldman
Sachs shall consider necessary or appropriate regarding the Transaction or the Hedge
Positions, provided that Goldman Sachs shall, to the extent not precluded under law or
otherwise restricted by any such legal or regulatory body or authority, use reasonable
efforts to notify Counterparty of such order or request prior to making any such
disclosure.
 GSI Representations
 9 of 11




---



##### 



a)
    
    It understands that the Transaction, and the issuance of Shares thereunder, has not
been and will not be registered under the Securities Act and that the Transaction and
such Shares may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S) except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.b)
    
    It understands that no action has been or will be taken by Counterparty that would
permit a public offering (as defined under applicable laws) of any Shares in any country
or jurisdiction where action for that purpose is required and it will comply with all
applicable laws and regulations in each jurisdiction (including with respect to
stabilisation) in which it offers, sells or delivers any Shares.c)
    
    It is not a U.S. Person and will only offer and/or sell Shares delivered under this
Transaction in transactions effected on the Exchange and/or to persons whom it reasonably
believes to be persons other than U.S. Persons. Neither GSI, nor any of its affiliates,
nor any persons acting on its or their behalf, has engaged or will engage in any directed
selling efforts (as defined in Regulation S) with respect to any Shares to be delivered
under this Transaction and GSI will and shall procure that its affiliates will comply
with the offering restrictions requirement of Regulation S.
 Other Provisions
    Governing Law and Jurisdiction
   (a)
    
    The Office of GSI for this Transaction is Peterborough Court, 133 Fleet
Street, London EC4A 2BB.
 10 of 11




---



##### 



(b)
    
    The Office of Counterparty for this Transaction is [Please Provide].
  Very truly yours,
GOLDMAN SACHS INTERNATIONALBy:
    /s/ Matt SeagerName:
    Matt SeagerTitle:
    Executive Director 
 By:
    /s/ George ThomasName:
    George ThomasTitle:
    Senior Vice President and Chief Financial Officer [Please Provide]
 11 of 11