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                GENERAL RELEASE, WAIVER AND COVENANT NOT TO SUE


This GENERAL RELEASE, WAIVER AND COVENANT NOT TO SUE ("Agreement"), is made and
entered into on this _______ day of _______________, 2000, ("Execution Date") by
William C. McCarthy, hereinafter referred to as "you," and Cabot
Microelectronics Corporation, hereinafter referred to as "CMC", on behalf of
themselves, their heirs, successors and assigns.

WHEREAS, your employment with CMC is terminated as of January 31, 2001
("Termination Date");

WHEREAS, you agree that you are entering into this Agreement voluntarily and
have been advised to consult an attorney prior to signing it;

WHEREAS, you agree that the cash, stock options and other consideration provided
pursuant to this Agreement is adequate consideration for the mutual terms,
covenants and conditions of it, therefore, the parties do hereby agree as
follows:

         1. PURPOSE OF AGREEMENT. The parties have entered into this Agreement
to release and to effect a full and final settlement of any and all claims you
may have against CMC, including the officers, directors, employees and benefit
plans of CMC (collectively "CMC"), and Cabot Corporation, including the
officers, directors, employees, and benefit plans of Cabot Corporation
(collectively "Cabot Corporation"). This settlement includes all claims against
CMC and Cabot Corporation based upon any cause of action you now have or may
have in the future arising from any facts or circumstances existing on or prior
to the effective date of this Agreement, including but not limited to claims for
personal injury, emotional distress, costs and/or attorney's fees.

         2. DENIAL OF LIABILITY. This Agreement is not to be construed as an
admission of liability on the part of any party hereto or to any other party.
The parties expressly deny liability for any claims asserted or which could have
been asserted against them, and enter into this Agreement for the sole purpose
of avoiding litigation with respect to any disputed claims which are or could be
asserted.

         3. CONSIDERATION.  Upon the Execution of this Agreement and as soon as
practical after the expiration of the seven-day revocation period referenced
below, CMC will:

         a. Pay to you, the sum of two-hundred-ninety-one-thousand-two-hundred-
         ninety-dollars ($291,290) (comprised of one-hundred-eighty-thousand-
         two-hundred-dollars ($180,200) of one year base salary, plus
         eighty-one-thousand-ninety dollars ($81,090) of FY00 Short Term
         Incentive at forty-five percent (45%), plus thirty-

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         thousand dollars ($30,000) of relocation assistance), the total sum of
         which, less appropriate taxes and deductions, to be paid to you as a
         resident of Texas assuming you have established a legal residence there
         by the Execution Date, in two equal installments (i) upon the
         expiration of the seven-day revocation period referenced in Section 6.
         Right to Revoke, of this Agreement, and (ii) on April 15, 2001;

         b. Amend your Grant Agreement pursuant to the Cabot Microelectronics
         Corporation 2000 Equity Incentive Plan ("Plan") for Non-Qualified Stock
         Options with a Grant Date of April 4, 2000 ("Grant Agreement"), to
         allow the vesting, and your exercise of, those twelve-thousand (12,000)
         CMC non-qualified stock Options that are scheduled to vest on April 4,
         2001, and those twelve-thousand (12,000) CMC non-qualified stock
         Options that are scheduled to vest on April 4, 2002, according to the
         terms and conditions of the Grant Agreement and the Plan, according to
         the vesting schedule and dates of April 4, 2001, and April 4, 2002,
         respectively, and expiring two years from the Execution Date of this
         Agreement, and providing for the Change in Control provisions
         authorized under the Plan; if you fail to exercise these Options within
         such time-frame, or violate the terms of this Agreement, such Options
         are immediately terminated, rescinded, cancelled and become
         unexercisable immediately. Pursuant to the Grant Agreement and Plan,
         the Options previously vested are exercisable only pursuant to the
         Grant Agreement and Plan. Participation in, and eligibility for, all
         other CMC and Cabot Corporation benefits, stock option or restricted
         stock awards, and/or deferred compensation plans, including but not
         limited to the Short Term Incentive and Long Term Incentive Plans, are
         terminated as of your Termination Date;

         c. Make available to you outplacement services worth up to
         fifteen-thousand-dollars ($15,000), to be provided by the outplacement
         firm of Drake, Beem and Morin, or another firm as mutually agreed upon
         by us, and used within eighteen (18) months of the Execution Date of
         this Agreement;

         d. Allow you to retain your Personal Data Assistant ("Palm Pilot"), and
         directly related equipment;

         e. Provide reimbursement for travel expenses not to exceed
         five-hundred-dollars ($500) per trip, for up to, but not exceeding
         three (3) trips, for orthodontics appointments in Illinois;

         f. Provide eligibility for coverage of sale of your home at 1834 Fargo
         Boulevard, Geneva, Illinois, pursuant to the chapter "Selling Your
         Home" of CMC's existing Relocation Assistance Handbook for Transferring
         Cabot Microelectronics Corporation Employees, Domestic United States &
         Canada, dated May 1, 2000.

Such consideration under this Agreement shall constitute full and final
settlement and satisfaction of all of your claims, whether for damages or
otherwise. No consideration shall


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be provided to you for any other claims, demands, or causes of action, whether
known or unknown, and you agree you will not receive or be eligible for any
other consideration in any form. To the extent it is determined that federal or
state taxes are due on any part of these proceeds, such taxes and any related
penalty or interest charges shall be solely your responsibility.

         4. RELEASE BY YOU. In consideration of this Agreement and the
consideration provided hereunder, you, for yourself and on behalf of your heirs,
executor, administrator, successors and assigns, (hereinafter in this paragraph
referred to as the "Releasors"), hereby release, acquit, and forever discharge
CMC and Cabot Corporation, and their respective officers, employees, directors
and benefits plans (hereafter in this Agreement referred to as the "Releasees"),
of and from any and all actions, causes of action, claims, demands, rights,
damages, costs, expenses, and liabilities of any nature whatsoever (including
indemnity), whether now or heretofore known or unknown, accrued or unaccrued, or
alleged or not alleged as of the Execution Date, including but not limited to
those which are based upon, exist on account of, or in any way arise out of:

         (a) Any and all acts, omissions or activities of the above-named
         Releasees occurring on or prior to the date of this Agreement,
         including those in any way connected, directly or indirectly, with your
         employment, and the claims defined in subparagraph (b), below;

         (b) Any and all claims alleged or to be alleged, including but not
         limited to claims under the Age Discrimination in Employment Act, 29
         U.S.C. ss. 621, et seq., Title VII of the Civil Rights Act of 1964, 42
         U.S.C.ss. 2000e, et seq., the Illinois Human Rights Act, 735 ILCS
         5/1-101, et seq., and any other claims arising under laws pertaining to
         breach of contract, wrongful discharge or any other federal, state or
         local laws relating in any way to employment, and claims of any of the
         parties against any Releasees based upon any cause of action they now
         have or may have in the future arising from any facts or circumstances
         existing on or prior to the effective date of this Agreement, including
         but not limited to all claims for costs or attorney's fees.

This Release shall not apply to claims, demands, actions or causes of action
arising out of the performance or non-performance by any person of any term,
covenant or condition of this Agreement.

You affirm and acknowledge that: 1) you have been advised by CMC to consult with
an attorney about the terms of this Agreement before signing it; 2) you have
been given a reasonable period of time to consider this Agreement and to decide
whether to sign it; 3) you have read and understand this Agreement; and 4) you
voluntarily enter into and execute it of your own free will with full knowledge
of it terms and conditions.

         5. ENFORCEMENT OF SETTLEMENT AGREEMENT. In any action brought to
enforce or rescind this Agreement, the District Court for the Northern District
of Illinois, Eastern


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Division, shall have jurisdiction and venue with respect to each party hereto.
This Agreement may be pleaded as a full and complete defense and may be used as
the basis for an injunction against any action at law or proceeding at equity,
or any private or public judicial or non-judicial proceeding instituted,
prosecuted, maintained or continued in breach hereof. You agree and affirm that
you have not and will never institute, maintain or participate in, or in any way
aid in the institution or prosecution of, any claim, action or proceeding of any
kind against CMC or Cabot Corporation or the other Releasees, including but not
limited to, claims related to your employment with CMC or Cabot Corporation or
the termination of that employment. If you violate this Agreement by suing CMC
or Cabot Corporation or the other Releasees, you agree that you will pay all
costs and expenses of defending against the suit incurred by CMC or Cabot
Corporation or the other Releasees, including reasonable attorneys' fees, and
all further costs and fees, including attorneys' fees, incurred in connection
with collection.

         6. RIGHT TO REVOKE. You have at least twenty-one (21) days (commencing
with November 8, 2000), within which to consider this Agreement, however, you
may execute this Agreement before that time, but in no event prior to your
Termination Date, and you certify, by such execution, that you knowingly and
voluntarily waived the right to the full 21 days with no pressure by CMC to do
so. If you do not execute this Agreement by the end of the 21 day period or your
Termination Date, whichever is later (unless you have voluntarily waived the
right to the full 21 days as described herein), you will not be eligible for the
consideration specified in Section 3. Also, you may revoke this Agreement within
seven days of its Execution Date (_________), by sending written notice to J.
Michael Jenkins, Vice President of Human Resources of CMC. If you revoke this
Agreement, you will not receive the cash payment, stock options or other
consideration specified herein. Your termination of employment as of the
Termination Date is and will be unaffected by any revocation of, or failure to
execute, this Agreement by you.

         7. ATTORNEYS' FEES.  In any action brought to enforce or rescind this
Agreement or any document required hereby, the prevailing party shall be
entitled to the recovery of a reasonable attorneys' fee and reasonably incurred
costs of litigation.

         8. CONSTRUCTION OF AGREEMENT AND RELATED DOCUMENTS.  This Agreement and
the documents required hereby shall be construed in accordance with the laws of
the State of Illinois.

         9. INTEGRATION. This Agreement signed by the parties hereto, constitute
the final written expression of the parties and is a complete and exclusive
statement of those terms and conditions. Each of the parties acknowledges that
no representations or promises not expressly contained in this Agreement and the
documents required hereby have been made by any party or by the agents or
representatives of any party.

         10. NO DISPARAGEMENT. You agree not to make disparaging, malicious, or
otherwise negative comments about CMC, Cabot Corporation, and/or its or their
personnel,


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officers, directors, products, services, practices or policies. CMC agrees that
it will not make disparaging, malicious or otherwise negative comments about you
to any third party, and that its comments relating to your separation of
employment will be limited to stating that you have returned to retirement and
no longer work for CMC; you agree that your comments relating to your separation
of employment will be limited to stating that you have returned to retirement
and no longer work for CMC.

         11. CONFIDENTIAL/PROPRIETARY INFORMATION. You agree to return to CMC
all proprietary/confidential information and personal and intellectual property
of CMC and/or Cabot Corporation and to not disclose to any third party or use
CMC's or Cabot Corporation's proprietary/confidential information. You affirm
and agree that your obligations pursuant to the Cabot Microelectronics
Corporation Employee Confidentiality, Intellectual Property and Non-Competition
Agreement for Employees in Arizona, Colorado, Illinois, Massachusetts, and Texas
signed on September 8, 2000 ("Non-Compete Agreement"), including but not limited
to those to protect all CMC proprietary/confidential information from disclosure
and use, and to uphold your non-compete/non-solicit obligations in section 3 of
the Non-Compete Agreement, and the Non-Compete Agreement itself remain in full
force and effect independent from your obligations under this Agreement, but
that to the extent necessary the consideration stated in Section 3 of this
Agreement also constitutes additional consideration for your obligations under
the Non-Compete Agreement, which are restated, affirmed by you, and incorporated
into this Agreement by reference.

         12. RESIGNATION AS OFFICER. You agree to resign your position as an
Officer of CMC (Vice President and Chief Financial Officer, Treasurer, and
Assistant Secretary), effective as of your Termination Date, by written notice
to the Board of Directors of CMC, in the form and at the time designated by CMC.

         13. CONFIDENTIALITY. You agree that, except for disclosures
specifically required by law or specifically required to enforce any of the
terms of this Agreement or the documents required thereby, the terms and
conditions of this Agreement as well as the payment terms and amount of the
settlement as set forth herein shall not be disclosed to nor discussed in any
manner, including oral, written, electronic, digital or otherwise, with any
person not a party to this Agreement other than your spouse or your attorneys or
tax return preparers, each of whom must themselves respect the confidentiality
hereof. In addition, neither you nor your spouse, or any other party within your
reasonable control shall make any statement of any kind, i.e., oral, written,
electronic, digital or otherwise, to the public or news media with respect to
the substance or conclusion of your employment with CMC and this Agreement.

         14. COUNTERPART ORIGINALS.  This Agreement may be executed in multiple
counterpart originals and shall have the same force and effect as if all
signatures appeared on the same original.


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         15. FURTHER DOCUMENTATION.  To the extent applicable, the parties shall
execute such other and further documents as may be reasonably necessary to carry
out the terms and conditions of this Agreement.

         16. SEVERABILITY.  It is the intent of the parties that each and every
provision in this Agreement be enforced.  To the extent any provision is held
unenforceable, such unenforceability shall not render the remaining terms hereof
unenforceable.

         IN WITNESS WHEREOF, the parties hereto have executed counterpart
originals of this Agreement as of the date entered above.

                                       CABOT MICROELECTRONICS
                                       CORPORATION



BY:_______________                     BY: _________________________________
WILLIAM C. MCCARTHY                               Matthew Neville
                                        President and Chief Executive Officer

THIS AGREEMENT INCLUDES A RELEASE OF ALL CLAIMS, WHETHER KNOWN OR UNKNOWN,
INCLUDING ANY UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. YOU ARE ADVISED TO
CONSULT AN ATTORNEY PRIOR TO SIGNING IT.



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