exhibit10_57.htm


    Exhibit
10.57

      


      


      


      


      


      


      


      


      


      


      THE CORPORATEPLAN

      FOR RETIREMENTSM

      


      


      (Profit
Sharing/401(k) Plan)

      


      A
Fidelity Prototype Plan

      


      


      Non-Standardized
Adoption Agreement No. 001

      For
use With

      Fidelity
Basic Plan Document No. 02

      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ADOPTION
AGREEMENT

      ARTICLE
1

      NON-STANDARDIZED
PROFIT SHARING/401(K) PLAN

      


      


      1.01           PLAN
INFORMATION

      


      (a)           Name of Plan:

      


      This is
the Cabot
Microelectronics Corporation 401(k) Plan (the “Plan”)

      


      (b)           Type of
Plan:

      


      (1)            ̈           401(k)
Only

      


      (2)           þ           401(k)
and Profit Sharing

      


      (3)            ̈           Profit
Sharing Only

      


      (c)           Administrator
Name (if not the Employer):

      


      
        	 
      
	 
      	 
      
	
                Address:

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                Telephone
      Number:

              	 
      


      

      


      The
Administrator is the agent for service of legal process for the
Plan.

      


      (d)           Plan Year
End
(month/day):                                                                12/31

      


      (e)           Three Digit Plan
Number:                                                      001

      


      (f)           Limitation
Year (check one):

      


      (1)            ̈           Calendar
Year

      


      (2)           þ           Plan
Year

      


      (3)            ̈           Other:                      

      


      (g)           Plan
Status (check appropriate box(es)):

      


      (1)            ̈           New
Plan Effective
Date:                                                      

      


      (2)           þ           Amendment
Effective
Date:                                                                4/1/2009

      


      This is
(check one):

      


      
        	
                 
      

              	
                (A)

              	
                þ

              	
                an
      amendment and restatement of a Basic Plan Document No. 02 Adoption
      Agreement previously executed by the Employer;
  or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                 ̈

              	
                a
      conversion to a Basic Plan Document No. 02 Adoption
      Agreement.

              


      

      


      The
original effective date of the Plan:   5/1/2000

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                This
      is an amendment and restatement of the Plan and the Plan was not amended
      prior to the effective date specified in Subsection 1.01(g)(2) above to
      comply with the requirements of the Acts specified in the Snap Off
      Addendum to the Adoption Agreement.  The provisions specified in
      the Snap Off Addendum are effective as of the dates specified in the Snap
      Off Addendum, which dates may be prior to the Amendment Effective
      Date.  Please read and complete, if necessary, the Snap Off
      Addendum to the Adoption Agreement.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                þ

              	
                Special Effective Dates
      - Certain provisions of the Plan shall be effective as of a date other
      than the date specified above.  Please complete the Special
      Effective Dates Addendum to the Adoption Agreement indicating the affected
      provisions and their effective
dates.

              


      

      


      
        	
                 
      

              	
                (5)

              	
                 ̈

              	
                Plan Merger Effective
      Dates.  Certain plan(s) were merged into the Plan and
      certain provisions of the Plan are effective with respect to the merged
      plan(s) as of a date other than the date specified
      above.  Please complete the Special Effective Dates Addendum to
      the Adoption Agreement indicating the plan(s) that have merged into the
      Plan and the effective date(s) of such
  merger(s).

              


      

      


       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.02           EMPLOYER

      


      
        	
                (a)           Employer
      Name:

              	
                Cabot
      Microelectronics Corporation

              


      

      


      
        	
                Address:

              	
                870
      Commons Drive

              
	 
      	 
      
	 
      	
                Aurora,
      IL  60504

              
	 
      	 
      
	
                Contact’s
      Name:

              	
                 Michelle
      Nunamaker

              
	 
      	 
      
	
                Telephone
      Number:

              	
                (630)
      375-5559

              


      

      


      
        	
                (1)           Employer’s
      Tax Identification Number:

              	
                36-4324765

              
	 
      	 
      
	
                (2)           Employer’s
      fiscal year end:

              	
                9/30

              	 
      
	 
      	 
      
	
                (3)           Date
      business commenced:

              	
                10/06/1999

              	 
      


      

      


      
        	
                 
      

              	
                (b)

              	
                The term
      "Employer" includes the following Related Employer(s) (as defined in
      Subsection 2.01(rr)) (list each participating Related Employer and
      its Employer Tax Identification
Number):

              


      

      


      
        	
                Employer:

              	
                Tax
      ID:

              


      

      


      
        	
                Cabot
      Microelectronics Polishing Corporation

              	
                20-3398308

              
	
                QED
      Technologies International

              	
                20-5040463

              


      

      


      


      


      1.03           TRUSTEE

      


      (a)           Trustee
Name:                                Fidelity
Management Trust Company

      Address:                                82
Devonshire Street

      Boston,
MA 02109

      


      


      1.04           COVERAGE

      


      All Employees who
meet the conditions specified below shall be eligible to participate in the
Plan:

      


      (a)           Age
Requirement (check one):

      


      (1)            ̈           no
age requirement.

      


      (2)           þ           must
have attained age:  21.0 (not to exceed
21).

      


      (b)           Eligibility Service
Requirement

      


      (1)           Eligibility to Participate in Plan
(check one):

      


      (A)           þ           no
Eligibility Service requirement.

      


      
        	
                 
      

              	
                (B)

              	
                 ̈

              	
                  (not to exceed 11)
      months of Eligibility Service requirement (no minimum number Hours
      of Service can be required).

              


      

      


      
        	
                 
      

              	
                (C)

              	
                 ̈

              	
                one
      year of Eligibility Service requirement (at least 1,000 Hours of Service
      are required during the Eligibility Computation
  Period).

              


      

      


      
        	
                 
      

              	
                (D)

              	
                 ̈

              	
                two
      years of Eligibility Service requirement (at least 1,000 Hours of Service
      are required during each Eligibility Computation Period).  (Do not
      select if Option 1.01(b)(1), 401(k) Only, is checked, unless a different
      Eligibility Service requirement applies to Deferral Contributions under
      Option 1.04(b)(2).)

              


      

      


      Note:  If the
Employer selects the two year Eligibility Service requirement, then
contributions subject to such Eligibility Service requirement must be 100%
vested when made.

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Special Eligibility Service
      requirement for Deferral Contributions and/or Matching Employer
      Contributions:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      special Eligibility Service requirement applies to (check the appropriate
      box(es)):

              


      

      


      (i)            ̈           Deferral
Contributions.

      


      (ii)            ̈           Matching
Employer Contributions.

      


      


      
        	
                 
      

              	
                (B)

              	
                The
      special Eligibility Service requirement is:    (Fill in
      (A), (B), or (C) from Subsection 1.04(b)(1)
  above).

              


      

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)           Eligible Class of
Employees (check one):

      


      Note:  The Plan may
not cover employees who are residents of Puerto Rico.  These employees
are automatically excluded from the eligible class, regardless of the Employer’s
selection under this Subsection 1.04(c).

      


      (1)            ̈           includes
all Employees of the Employer.

      


      
        	
                 
      

              	
                (2)

              	
                þ

              	
                includes
      all Employees of the Employer except for (check the appropriate
      box(es)):

              


      

      


      (A)           þ           employees
covered by a collective bargaining agreement.

      


      
        	
                 
      

              	
                (B)

              	
                 ̈

              	
                Highly
      Compensated Employees as defined in Code Section
  414(q).

              


      

      


      (C)           þ           Leased
Employees as defined in Subsection 2.01(cc).

      


      
        	
                 
      

              	
                (D)

              	
                þ

              	
                nonresident
      aliens who do not receive any earned income from the Employer which
      constitutes United States source
income.

              


      

      


      (E)           þ           other:                      independent
contractors

      


      Note:  The Employer
should exercise caution when excluding employees from participation in the
Plan.  Exclusion of employees may adversely affect the Plan’s
satisfaction of the minimum coverage requirements, as provided in Code Section
410(b).

      


      (d)           The Entry Dates
shall be (check one):

      


      
        	
                 
      

              	
                (1)

              	
                þ

              	
                immediate
      upon meeting the eligibility requirements specified in Subsections
      1.04(a), (b), and (c).

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                the
      first day of each Plan Year and the first day of the seventh month of each
      Plan Year.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                the
      first day of each Plan Year and the first day of the fourth, seventh, and
      tenth months of each Plan Year.

              


      

      


      (4)            ̈           the
first day of each month.

      


      
        	
                 
      

              	
                (5)

              	
                 ̈

              	
                the
      first day of each Plan Year. (Do not
      select if there is an Eligibility Service requirement of more than six
      months in Subsection 1.04(b) or if there is an age requirement of more
      than 20 1/2 in Subsection
1.04(a).)

              


      

      


      
        	
                 
      

              	
                (e)

              	
                 ̈

              	
                Special
      Entry Date(s) - In addition to the Entry Dates specified in
      Subsection 1.04(d) above, the following special Entry Date(s) apply for
      Deferral and/or Matching Employer Contributions.  (Special
      Entry Dates may only be selected if Option 1.04(b)(2), special Eligibility
      Service requirement, is checked.  The same Entry Dates must be
      selected for contributions that are subject to the same Eligibility
      Service requirements.)

              


      

      


      (1)           The
special Entry Date(s) shall apply to (check the appropriate
box(es)):

      


      (A)            ̈           Deferral
Contributions.

      


      (B)            ̈           Matching
Employer Contributions.

      


      
        	
                 
      

              	
                (2)

              	
                The
      special Entry Date(s) shall be:     (Fill
      in (1), (2), (3), (4), or (5) from Subsection 1.04(d)
    above).

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                (f)

              	
                Date of
      Initial Participation - An Employee shall become a Participant
      unless excluded by Subsection 1.04(c) above on the Entry Date immediately
      following the date the Employee completes the service and age
      requirement(s) in Subsections 1.04(a) and (b), if any, except (check
      one):

              


      

      


      (1)           þ           no
exceptions.

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Employees
      employed on the Effective Date in Subsection 1.01(g)(1) or (2) shall
      become Participants on that date.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                Employees
      who meet the age and service requirement(s) of Subsections 1.04(a) and (b)
      on the Effective Date in Subsection 1.01(g)(1) or (2) shall become
      Participants on that date.

              


      

      


      


      1.05           COMPENSATION

      


      Compensation
for purposes of determining contributions shall be as defined in Section 5.02,
modified as provided below.

      


      
        	
                 
      

              	
                (a)

              	
                Compensation
      Exclusions:  Compensation shall exclude the item(s)
      listed below for purposes of determining Deferral Contributions, Employee
      Contributions, if any, and Qualified Nonelective Employer Contributions,
      or, if Subsection 1.01(b)(3), Profit Sharing Only, is selected,
      Nonelective Employer Contributions.  Unless otherwise indicated
      in Subsection 1.05(b), these exclusions shall also apply in determining
      all other Employer-provided contributions.  (Check the
      appropriate box(es); Options (2), (3), (4), (5), and (6) may not be
      elected with respect to Deferral Contributions if Option 1.10(a)(3), Safe
      Harbor Matching Employer Contributions, is
  checked):

              


      

      


      (1)            ̈           No
exclusions.

      


      (2)            ̈           Overtime
Pay.

      


      (3)            ̈           Bonuses.

      


      (4)            ̈           Commissions.

      


      
        	
                 
      

              	
                (5)

              	
                þ

              	
                The
      value of a qualified or a non-qualified stock option granted to an
      Employee by the Employer to the extent such value is includable in the
      Employee’s taxable income.

              


      

      


      (6)           þ           Severance
Pay.

      


      
        	
                 
      

              	
                (b)

              	
                Special
      Compensation Exclusions for Determining Employer-Provided Contributions in
      Article 5 (either (1) or (2) may be selected, but not
      both):

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                Compensation
      for purposes of determining Matching, Qualified Matching, and Nonelective
      Employer Contributions shall exclude:     (Fill
      in number(s) for item(s) from Subsection 1.05(a) above that
      apply.)

              


      

      


      
        	
                 
      

              	
                (2)

              	
                þ

              	
                Compensation
      for purposes of determining Nonelective Employer Contributions only shall
      exclude:   (1)
        (Fill in number(s) for item(s) from Subsection 1.05(a)
      above that apply.)

              


      

      


      Note:  If the
Employer selects Option (2), (3), (4), (5), or (6) with respect to Nonelective
Employer Contributions, Compensation must be tested to show that it meets the
requirements of Code Section 414(s) or 401(a)(4).  These exclusions
shall not apply for purposes of the “Top Heavy” requirements in Section 15.03,
for allocating safe harbor Matching Employer Contributions if Subsection
1.10(a)(3) is selected, for allocating safe harbor Nonelective Employer
Contributions if Subsection 1.11(a)(3) is selected, or for allocating non-safe
harbor Nonelective Employer Contributions if the Integrated Formula is elected
in Subsection 1.11(b)(2).

      


      
        	
                 
      

              	
                (c)

              	
                Compensation
      for the First Year of Participation - Contributions for the Plan
      Year in which an Employee first becomes a Participant shall be determined
      based on the Employee’s Compensation (check
  one):

              


      

      


      (1)            ̈           for
the entire Plan Year.

      


      
        	
                 
      

              	
                (2)

              	
                þ

              	
                for
      the portion of the Plan Year in which the Employee is eligible to
      participate in the Plan.

              


      

      


      Note:  If the
initial Plan Year of a new Plan consists of fewer than 12 months from the
Effective Date in Subsection 1.01(g)(1) through the end of the initial Plan
Year, Compensation for purposes of determining the amount of contributions,
other than non-safe harbor Nonelective Employer Contributions, under the Plan
shall be the period from such Effective Date through the end of the initial
year.  However, for purposes of determining the amount of non-safe
harbor Nonelective Employer Contributions and for other Plan purposes, where
appropriate, the full 12-consecutive-month period ending on the last day of the
initial Plan Year shall be used.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      1.06           TESTING
RULES

      


      
        	
                 
      

              	
                (a)

              	
                ADP/ACP
      Present Testing Method - The testing method for purposes of
      applying the "ADP" and "ACP" tests described in Sections 6.03 and 6.06 of
      the Plan shall be the (check one):

              


      

      


      
        	
                 
      

              	
                (1)

              	
                þ

              	
                Current Year Testing
      Method - The “ADP” or “ACP” of Highly Compensated Employees for the
      Plan Year shall be compared to the “ADP” or “ACP” of Non-Highly
      Compensated Employees for the same Plan Year.  (Must
      choose if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions,
      or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
      Employer Contributions is
checked.)

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Prior Year Testing
      Method - The “ADP” or “ACP” of Highly Compensated Employees for the
      Plan Year shall be compared to the “ADP” or “ACP” of Non-Highly
      Compensated Employees for the immediately preceding Plan
      Year.  (Do
      not choose if
      Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option
      1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
      Contributions is checked.)

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                Not
      applicable.  (Only if
      Option 1.01(b)(3), Profit Sharing Only, is checked or Option
      1.04(c)(2)(B), excluding all Highly Compensated Employees from the
      eligible class of Employees, is
checked.)

              


      

      


      Note:  Restrictions
apply on elections to change testing methods that are made after the end of the
GUST remedial amendment period.

      


      
        	
                 
      

              	
                (b)

              	
                First Year
      Testing Method - If the first Plan Year that the Plan, other than a
      successor plan, permits Deferral Contributions or provides for either
      Employee or Matching Employer Contributions, occurs on or after the
      Effective Date specified in Subsection 1.01(g), the “ADP” and/or “ACP”
      test for such first Plan Year shall be applied using the actual “ADP”
      and/or  “ACP” of Non-Highly Compensated Employees for such first
      Plan Year, unless otherwise provided
below.

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                The
      “ADP” and/or “ACP” test for the first Plan Year that the Plan permits
      Deferral Contributions or provides for either Employee or Matching
      Employer Contributions shall be applied assuming a 3% “ADP” and/or “ACP”
      for Non-Highly Compensated Employees.  (Do not
      choose unless Plan uses prior year testing method described in Subsection
      1.06(a)(2).)

              


      

      


      
        	
                 
      

              	
                (c)

              	
                HCE
      Determinations:  Look Back Year - The look back year for
      purposes of determining which Employees are Highly Compensated Employees
      shall be the 12-consecutive-month period preceding the Plan Year, unless
      otherwise provided below.

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                Calendar Year
      Determination - The look back year shall be the calendar year
      beginning within the preceding Plan Year.  (Do not
      choose if the Plan Year is the calendar
  year.)

              


      

      


      
        	
                 
      

              	
                (d)

              	
                HCE
      Determinations:  Top Paid Group Election - All Employees
      with Compensation exceeding $80,000 (as indexed) shall be considered
      Highly Compensated Employees, unless Top Paid Group Election below is
      checked.

              


      

      


      
        	
                 
      

              	
                (1)

              	
                þ

              	
                Top Paid Group Election
      - Employees with Compensation exceeding $80,000 (as indexed) shall be
      considered Highly Compensated Employees only if they are in the top paid
      group (the top 20% of Employees ranked by
  Compensation).

              


      

      


      Note:  Effective for
determination years beginning on or after January 1, 1998, if the Employer
elects Option 1.06(c)(1) and/or 1.06(d)(1), such election(s) must apply
consistently to all retirement plans of the Employer for determination years
that begin with or within the same calendar year (except that Option 1.06(c)(1),
Calendar Year Determination, shall not apply to calendar year
plans).

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      1.07           DEFERRAL
CONTRIBUTIONS

      


      
        	
                 
      

              	
                (a)

              	
                þ

              	
                Deferral
      Contributions - Participants may elect to have a portion of their
      Compensation contributed to the Plan on a before-tax basis pursuant to
      Code Section 401(k).

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Regular Contributions -
      The Employer shall make a Deferral Contribution in accordance with Section
      5.03 on behalf of each Participant who has an executed salary reduction
      agreement in effect with the Employer for the payroll period in question,
      not to exceed 60% of
      Compensation for that period.

              


      

      


      Note:  For
Limitation Years beginning prior to 2002, the percentage elected above must be
less than 25% in order to satisfy the limitation on annual additions under Code
Section 415 if other types of contributions are provided under the
Plan.

      


      
        	
                 
      

              	
                (A)

              	
                þ

              	
                Instead
      of specifying a percentage of Compensation, a Participant's salary
      reduction agreement may specify a dollar amount to be contributed each
      payroll period, provided such dollar amount does not exceed the maximum
      percentage of Compensation specified in Subsection 1.07(a)(1)
      above.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                A
      Participant may increase or decrease, on a prospective basis, his salary
      reduction agreement percentage (check
one):

              


      

      


      (i)           þ           as
of the beginning of each payroll period.

      


      (ii)            ̈           as
of the first day of each month.

      


      
        	
                 
      

              	
                (iii)

              	
                 ̈

              	
                as
      of the next Entry Date.  (Do not
      select if immediate entry is elected with respect to Deferral
      Contributions in Subsection 1.04(d) or
  1.04(e).)

              


      

      


      (iv)            ̈           other.  (Specify,
but must be at least once per Plan Year)

      


      


      


                                                                     

      


      Note:  Notwithstanding
the Employer’s election hereunder, if Option 1.10(a)(3), Safe Harbor Matching
Employer Contributions, or 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions is checked, the Plan provides that an Active
Participant may change his salary reduction agreement percentage for the Plan
Year within a reasonable period (not fewer than 30 days) of receiving the notice
described in Section 6.10.

      


      
        	
                 
      

              	
                (C)

              	
                A
      Participant may revoke, on a prospective basis, a salary reduction
      agreement at any time upon proper notice to the Administrator but in such
      case may not file a new salary reduction agreement until (check
      one):

              


      

      


      (i)            ̈           the
first day of the next Plan Year.

      


      
        	
                 
      

              	
                (ii)

              	
                 ̈

              	
                any
      subsequent Entry Date.  (Do not
      select if immediate entry is elected with respect to Deferral
      Contributions in Subsection 1.04(d) or
  1.04(e).)

              


      

      


      (iii)           þ           other.  (Specify,
but must be at least once per Plan Year)

      


      as of the beginning of next
payroll period

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Additional Deferral
      Contributions - The Employer may allow Participants upon proper
      notice and approval to enter into a special salary reduction agreement to
      make additional Deferral Contributions in an amount up to 100% of their
      Compensation for the payroll period(s) designated by the
      Employer.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                Bonus Contributions -
      The Employer may allow Participants upon proper notice and approval to
      enter into a special salary reduction agreement to make Deferral
      Contributions in an amount up to 100% of any Employer paid cash bonuses
      designated by the Employer on a uniform and non-discriminatory basis that
      are made for such Participants during the Plan Year. The Compensation
      definition elected by the Employer in Subsection 1.05(a) must include
      bonuses if bonus contributions are
permitted.

              


      

      


      Note:  A
Participant’s contributions under Subsection 1.07(a)(2) and/or (3) may not cause
the Participant to exceed the percentage limit specified by the Employer in
Subsection 1.07(a)(1) for the full Plan Year.  If the Administrator
anticipates that the Plan will not satisfy the “ADP” and/or “ACP” test for the
year, the Administrator may reduce the rate of Deferral Contributions of
Participants who are Highly Compensated Employees to an amount objectively
determined by the Administrator to be necessary to satisfy the “ADP” and/or
“ACP” test.

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      1.08           EMPLOYEE CONTRIBUTIONS
(AFTER-TAX CONTRIBUTIONS)

      


      
        	
                 
      

              	
                (a)

              	
                 ̈

              	
                Employee
      Contributions - Either (1) Participants will be permitted to
      contribute amounts to the Plan on an after-tax basis or (2) the Employer
      maintains frozen Employee Contributions Accounts (check
    one):

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                Future Employee
      Contributions - Participants may make voluntary, non-deductible,
      after-tax Employee Contributions pursuant to Section 5.04 of the Plan.
      (Only
      if Option 1.07(a), Deferral Contributions, is
    checked.)

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Frozen Employee
      Contributions - Participants may not currently make after-tax
      Employee Contributions to the Plan, but the Employer does maintain frozen
      Employee Contributions Accounts.

              


      

      


      


      1.09           QUALIFIED NONELECTIVE
CONTRIBUTIONS

      


      
        	
                 
      

              	
                (a)

              	
                Qualified
      Nonelective Employer Contributions - If Option 1.07(a), Deferral
      Contributions, is checked, the Employer may contribute an amount which it
      designates as a Qualified Nonelective Employer Contribution to be included
      in the “ADP” or “ACP” test.  Unless otherwise provided below,
      Qualified Nonelective Employer Contributions shall be allocated to
      Participants who were eligible to participate in the Plan at any time
      during the Plan Year and are Non-Highly Compensated Employees either (A)
      in the ratio which each Participant’s "testing compensation", as defined
      in Subsection 6.01(t), for the Plan Year bears to the total of all
      Participants’ "testing compensation" for the Plan Year or (B) as a flat
      dollar amount.

              


      

      


      
        	
                 
      

              	
                (1)

              	
                þ

              	
                Qualified
      Nonelective Employer Contributions shall be allocated to Participants as a
      percentage of the lowest paid Participant’s "testing compensation", as
      defined in Subsection 6.01(t), for the Plan Year up to the lower of (A)
      the maximum amount contributable under the Plan or (B) the amount
      necessary to satisfy the “ADP” or “ACP” test.  If any Qualified
      Nonelective Employer Contribution remains, allocation shall continue in
      the same manner to the next lowest paid Participants until the Qualified
      Nonelective Employer Contribution is
exhausted.

              


      

      


      


      
        	
                1.10

              	
                MATCHING EMPLOYER
      CONTRIBUTIONS  (Only if Option 1.07(a),
      Deferral Contributions, is
checked)

              


      

      


      (a)            ̈           Basic Matching
Employer Contributions (check one):

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                Non-Discretionary Matching
      Employer Contributions - The Employer shall make a basic Matching
      Employer Contribution on behalf of each Participant in an amount equal to
      the following percentage of a Participant’s Deferral Contributions during
      the Contribution Period (check (A) or (B) and, if applicable,
      (C)):

              


      

      


      Note:  Effective for
Plan Years beginning on or after January 1, 1999, if the Employer elected Option
1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions and meets the requirements for deemed satisfaction of the “ADP”
test in Section 6.10 for a Plan Year, the Plan will also be deemed to
satisfy the “ACP” test for such Plan Year with respect to Matching Employer
Contributions if Matching Employer Contributions hereunder meet the requirements
in Section 6.11.

      


      (A)            ̈           Single
Percentage Match:   %

      


      (B)            ̈           Tiered
Match:

      


                %
of the first  % of the Active
Participant's Compensation contributed to the Plan,

      


                %
of the next  % of the Active
Participant's Compensation contributed

      to the
Plan,

      


                %
of the next   % of the Active
Participant's Compensation contributed

      to the
Plan.

      


      Note:  The
percentages specified above for basic Matching Employer Contributions may not
increase as the percentage of Compensation contributed increases.

      


      
        	
                 
      

              	
                (C)

              	
                 ̈

              	
                Limit
      on Non-Discretionary Matching Employer Contributions (check the
      appropriate box(es)):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                 ̈

              	
                Deferral
      Contributions in excess of  % of the
      Participant’s Compensation for the period in question shall not be
      considered for non-discretionary Matching Employer
      Contributions.

              


      

      


      Note:  If the
Employer elected a percentage limit in (i) above and requested the Trustee to
account separately for matched and unmatched Deferral Contributions made to the
Plan, the non-discretionary Matching Employer Contributions allocated to each
Participant must be computed, and the percentage limit applied, based upon each
payroll period.

      


      
        	
                 
      

              	
                (ii)

              	
                 ̈

              	
                Matching
      Employer Contributions for each Participant for each Plan Year shall be
      limited to $ .

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Discretionary Matching Employer
      Contributions - The Employer may make a basic Matching Employer
      Contribution on behalf of each Participant in an amount equal to the
      percentage declared for the Contribution Period, if any, by a Board of
      Directors’ Resolution (or by a Letter of Intent for a sole proprietor or
      partnership) of the Deferral Contributions made by each Participant during
      the Contribution Period.  The Board of Directors' Resolution (or
      Letter of Intent, if applicable) may limit the Deferral Contributions
      matched to a specified percentage of Compensation or limit the amount of
      the match to a specified dollar
amount.

              


      

      


      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                4%
      Limitation on Discretionary Matching Employer Contributions for Deemed
      Satisfaction of “ACP” Test - In no event may the dollar amount of the
      discretionary Matching Employer Contribution made on a Participant’s
      behalf for the Plan Year exceed 4% of the Participant’s Compensation for
      the Plan Year.  (Only if
      Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
      Employer Contributions is
checked.)

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                Safe Harbor Matching Employer
      Contributions - Effective only for Plan Years beginning on or after
      January 1, 1999, if the Employer elects one of the safe harbor formula
      Options provided in the Safe Harbor Matching Employer Contribution
      Addendum to the Adoption Agreement and provides written notice each Plan
      Year to all Active Participants of their rights and obligations under the
      Plan, the Plan shall be deemed to satisfy the “ADP” test and, under
      certain circumstances, the “ACP”
test.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                Additional
      Matching Employer Contributions - The Employer may at Plan Year end
      make an additional Matching Employer Contribution equal to a percentage
      declared by the Employer, through a Board of Directors’ Resolution (or by
      a Letter of Intent for a sole proprietor or partnership), of the Deferral
      Contributions made by each Participant during the Plan
      Year.  (Only if
      Option 1.10(a)(1) or (3) is checked.)  The Board of
      Directors' Resolution (or Letter of Intent, if applicable) may limit the
      Deferral Contributions matched to a specified percentage of Compensation
      or limit the amount of the match to a specified dollar
    amount.

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                4% Limitation on Additional
      Matching Employer Contributions for Deemed Satisfaction of “ACP”
      Test - In no event may the dollar amount of the additional Matching
      Employer Contribution made on a Participant’s behalf for the Plan Year
      exceed 4% of the Participant’s Compensation for the Plan
      Year.  (Only if
      Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option
      1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
      Contributions is checked.)

              


      

      


      Note:  If the
Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions,
above and wants to be deemed to have satisfied the “ADP” test for Plan Years
beginning on or after January 1, 1999, the additional Matching Employer
Contribution must meet the requirements of Section 6.10.  In addition
to the foregoing requirements, if the Employer elected either Option 1.10(a)(3),
Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor
Formula, with respect to Nonelective Employer Contributions, and wants to be
deemed to have satisfied the “ACP” test with respect to Matching Employer
Contributions for the Plan Year, the Deferral Contributions matched may not
exceed the limitations in Section 6.11.

      


      
        	
                 
      

              	
                (c)

              	
                Contribution
      Period for Matching Employer Contributions - The Contribution
      Period for purposes of calculating the amount of basic Matching Employer
      Contributions described in Subsection 1.10(a)
  is:

              


      

      


      (1)            ̈           each
calendar month.

      


      (2)            ̈           each
Plan Year quarter.

      


      (3)            ̈           each
Plan Year.

      


      (4)            ̈           each
payroll period.

      


      The
Contribution Period for additional Matching Employer Contributions described in
Subsection 1.10(b) is the Plan Year.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                (d)

              	
                Continuing
      Eligibility Requirement(s) - A Participant who makes Deferral
      Contributions during a Contribution Period shall only be entitled to
      receive Matching Employer Contributions under Section 1.10 for that
      Contribution Period if the Participant satisfies the following
      requirement(s) (Check the appropriate box(es).  Options (3) and
      (4) may not be elected together; Option (5) may not be elected with Option
      (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected
      with respect to basic Matching Employer Contributions if Option
      1.10(a)(3), Safe Harbor Matching Employer Contributions, is
      checked):

              


      

      


      (1)            ̈           No
requirements.

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Is
      employed by the Employer or a Related Employer on the last day of the
      Contribution Period.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                Earns
      at least 501 Hours of Service during the Plan Year.  (Only
      if the Contribution Period is the Plan
  Year.)

              


      

      


      
        	
                 
      

              	
                (4)

              	
                 ̈

              	
                Earns
      at least 1,000 Hours of Service during the Plan Year.  (Only if
      the Contribution Period is the Plan
  Year.)

              


      

      


      
        	
                 
      

              	
                (5)

              	
                 ̈

              	
                Either
      earns at least 501 Hours of Service during the Plan Year or is employed by
      the Employer or a Related Employer on the last day of the Plan
      Year.  (Only if
      the Contribution Period is the Plan
  Year.)

              


      

      


      (6)            ̈           Is
not a Highly Compensated Employee for the Plan Year.

      


      
        	
                 
      

              	
                (7)

              	
                 ̈

              	
                Is
      not a partner or a member of the Employer, if the Employer is a
      partnership or an entity taxed as a
partnership.

              


      

      


      
        	
                 
      

              	
                (8)

              	
                 ̈

              	
                Special
      continuing eligibility requirement(s) for additional Matching Employer
      Contributions.  (Only if
      Option 1.10(b), Additional Matching Employer Contributions, is
      checked.)

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      continuing eligibility requirement(s) for additional Matching Employer
      Contributions is/are:     (Fill
      in number of applicable eligibility requirement(s) from
      above.)

              


      

      


      Note:  If Option
(2), (3), (4), or (5) above is selected, then Matching Employer Contributions
can only be funded by
the Employer after the
Contribution Period or Plan Year ends.  Matching Employer
Contributions funded during the Contribution Period or Plan Year shall not be
subject to the eligibility requirements of Option (2), (3), (4), or
(5).  If Option (2), (3), (4), or (5) is adopted during a Contribution
Period or Plan Year, as applicable, such Option shall not become effective until
the first day of the next Contribution Period or Plan Year.

      


      
        	
                 
      

              	
                (e)

              	
                 ̈

              	
                Qualified
      Matching Employer Contributions - Prior to making any Matching
      Employer Contribution hereunder (other than a safe harbor Matching
      Employer Contribution), the Employer may designate all or a portion of
      such Matching Employer Contribution as a Qualified Matching Employer
      Contribution that may be used to satisfy the “ADP” test on Deferral
      Contributions and excluded in applying the “ACP” test on Employee and
      Matching Employer Contributions.  Unless the additional
      eligibility requirement is selected below, Qualified Matching Employer
      Contributions shall be allocated to all Participants who meet the
      continuing eligibility requirement(s) described in Subsection 1.10(d)
      above for the type of Matching Employer Contribution being characterized
      as a Qualified Matching Employer
Contribution.

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                To
      receive an allocation of Qualified Matching Employer Contributions a
      Participant must also be a Non-Highly Compensated Employee for the Plan
      Year.

              


      

      


      Note:  Qualified
Matching Employer Contributions may not be excluded in
applying the “ACP” test for a Plan Year if the Employer elected Option
1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3),
Safe Harbor Formula, with respect to Nonelective Employer Contributions, and the
“ADP” test is deemed satisfied under Section 6.10 for such Plan
Year.

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.11           NONELECTIVE EMPLOYER
CONTRIBUTIONS

      


      Note:  An Employer
may elect both a fixed formula and a discretionary formula.  If both
are selected, the discretionary formula shall be treated as an additional
Nonelective Employer Contribution and allocated separately in accordance with
the allocation formula selected by the Employer.

      


      
        	
                 
      

              	
                (a)

              	
                þ

              	
                Fixed
      Formula (An Employer may elect both the Safe Harbor Formula and one
      of the other fixed formulas.  Otherwise, the Employer may only
      select one of the following.)

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                Fixed Percentage Employer
      Contribution - For each Plan Year,
      the Employer shall contribute for each eligible Active Participant an
      amount equal to  % (not to exceed 15% for Plan
      Years beginning prior to 2002 and 25% for Plan Years beginning on or after
      January 1, 2002) of such Active Participant’s
      Compensation.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Fixed Flat Dollar Employer
      Contribution - The Employer shall
      contribute for each eligible Active Participant an amount equal to $ .

              


      

      


      The
contribution amount is based on an Active Participant’s service for the
following period:

      


      (A)            ̈           Each
paid hour.

      


      (B)            ̈           Each
payroll period.

      


      (C)            ̈           Each
Plan Year.

      


      (D)            ̈           Other:                       

      


      
        	
                 
      

              	
                (3)

              	
                þ

              	
                Safe Harbor Formula -
      Effective only with respect to Plan Years that begin on or after January
      1, 1999, the Nonelective Employer Contribution specified in the Safe
      Harbor Nonelective Employer Contribution Addendum is intended to satisfy
      the safe harbor contribution requirements under the Code such that the
      “ADP” test (and, under certain circumstances, the “ACP” test) is deemed
      satisfied.  Please complete the Safe Harbor Nonelective Employer
      Contribution Addendum to the Adoption Agreement.  (Choose
      only if Option 1.07(a), Deferral Contributions, is
      checked.)

              


      

      


      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                Discretionary
      Formula - The Employer may decide each Plan Year whether to make a
      discretionary Nonelective Employer Contribution on behalf of eligible
      Active Participants in accordance with Section 5.10.  Such
      contributions shall be allocated to eligible Active Participants based
      upon the following (check (1) or
(2)):

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                Non-Integrated Allocation
      Formula - In the ratio that each eligible Active Participant's
      Compensation bears to the total Compensation paid to all eligible Active
      Participants for the Plan Year.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Integrated Allocation
      Formula - As (A) a percentage of each eligible Active Participant's
      Compensation plus (B) a percentage of each eligible Active Participant's
      Compensation in excess of the "integration level" as defined
      below.  The percentage of Compensation in excess of the
      "integration level" shall be equal to the lesser of the percentage of the
      Active Participant's Compensation allocated under (A) above or the
      "permitted disparity limit" as defined
below.

              


      

      


      Note: An Employer that has
elected the Safe Harbor formula in Subsection 1.11(a)(3) above may not take
Nonelective Employer Contributions made to satisfy the safe harbor into account
in applying the integrated allocation formula described above.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      "Integration
level" means the Social Security taxable wage base for the Plan Year, unless the
Employer elects a lesser amount in (A) or (B) below.

      


      
        	
                 
      

              	
                (A)

              	
                 % (not to exceed 100%) of
      the Social Security taxable wage base for the Plan Year,
  or

              


      

      


      (B)           $  (not to exceed the Social Security
taxable wage base).

      


      "Permitted
disparity limit" means the percentage provided by the following
table:

      


      
        	
                 

                The
      "Integration Level" is ___% of the Taxable Wage Base

              	
                 

                The
      "Permitted

                Disparity

                Limit"
      is

              
	
                 

                20%
      or less

              	
                 

                5.7%

              
	
                 

                More
      than 20%, but not more than 80%

              	
                 

                4.3%

              
	
                 

                More
      than 80%, but less than 100%

              	
                 

                5.4%

              
	
                 

                100%

              	
                 

                5.7%

              


      

      


      Note:  An Employer
who maintains any other plan that provides for Social Security Integration
(permitted disparity) may not elect Option 1.11(b)(2).

      


      
        	
                 
      

              	
                (c)

              	
                Continuing
      Eligibility Requirement(s) - A Participant shall only be entitled
      to receive Nonelective Employer Contributions for a Plan Year under this
      Section 1.11 if the Participant satisfies the following requirement(s)
      (Check the appropriate box(es) - Options (3) and (4) may not be elected
      together; Option (5) may not be elected with Option (2), (3), or (4);
      Options (2), (3), (4), (5), and (7) may not be elected with respect to
      Nonelective Employer Contributions under the fixed formula if Option
      1.11(a)(3), Safe Harbor Formula, is
checked):

              


      

      


      (1)           þ           No
requirements.

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Is
      employed by the Employer or a Related Employer on the last day of the Plan
      Year.

              


      

      


      (3)            ̈           Earns
at least 501 Hours of Service during the Plan Year.

      


      (4)            ̈           Earns
at least 1,000 Hours of Service during the Plan Year.

      


      
        	
                 
      

              	
                (5)

              	
                 ̈

              	
                Either
      earns at least 501 Hours of Service during the Plan Year or is employed by
      the Employer or a Related Employer on the last day of the Plan
      Year.

              


      

      


      (6)            ̈           Is
not a Highly Compensated Employee for the Plan Year.

      


      
        	
                 
      

              	
                (7)

              	
                 ̈

              	
                Is
      not a partner or a member of the Employer, if the Employer is a
      partnership or an entity taxed as a
partnership.

              


      

      


      
        	
                 
      

              	
                (8)

              	
                 ̈

              	
                Special
      continuing eligibility requirement(s) for discretionary Nonelective
      Employer Contributions.  (Only if
      both Options 1.11(a) and (b) are
  checked.)

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      continuing eligibility requirement(s) for discretionary Nonelective
      Employer Contributions is/are:     (Fill
      in number of applicable eligibility requirement(s) from
      above.)

              


      

      


      Note:  If Option
(2), (3), (4), or (5) above is selected then Nonelective Employer Contributions
can only be funded by
the Employer after the
Plan Year ends.  Nonelective Employer Contributions funded during the
Plan Year shall not be subject to the eligibility requirements of Option (2),
(3), (4), or (5).  If Option (2), (3), (4), or (5) is adopted during a
Plan Year, such Option shall not become effective until the first day of the
next Plan Year.

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.12           EXCEPTIONS TO CONTINUING
ELIGIBILITY REQUIREMENTS

      


      
        	
                 
      

              	
                 ̈

              	
                Death,
      Disability, and Retirement Exception to Eligibility Requirements -
      Active Participants who do not meet any last day or Hours of Service
      requirement under Subsection 1.10(d) or 1.11(c) because they become
      disabled, as defined in Section 1.14, retire, as provided in Subsection
      1.13(a), (b), or (c), or die shall nevertheless receive an allocation of
      Nonelective Employer and/or Matching Employer Contributions.  No
      Compensation shall be imputed to Active Participants who become disabled
      for the period following their
disability.

              


      

      


      


      1.13           RETIREMENT

      


      (a)           The Normal
Retirement Age under the Plan is (check one):

      


      (1)           þ           age
65.

      


      (2)            ̈           age
  (specify
between 55 and 64).

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                later
      of age   (not to exceed 65) or
      the fifth anniversary of the Participant’s Employment Commencement
      Date.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                þ

              	
                The Early
      Retirement Age is the first day of the month after the Participant attains
      age 55.0 (specify
      55 or greater) and completes   years of
      Vesting Service.

              


      

      


      Note:  If this
Option is elected, Participants who are employed by the Employer or a Related
Employer on the date they reach Early Retirement Age shall be 100% vested in
their Accounts under the Plan.

      


      
        	
                 
      

              	
                (c)

              	
                þ

              	
                A
      Participant who becomes disabled, as defined in Section 1.14, is eligible
      for disability retirement.

              


      

      


      Note:  If this
Option is elected, Participants who are employed by the Employer or a Related
Employer on the date they become disabled shall be 100% vested in their Accounts
under the Plan.

      


      


      1.14           DEFINITION OF
DISABLED

      


      A Participant is
disabled if he/she (check the appropriate box(es)):

      


      
        	
                 
      

              	
                (a)

              	
                þ

              	
                satisfies
      the requirements for benefits under the Employer’s long-term disability
      plan.

              


      

      


      (b)            ̈           satisfies
the requirements for Social Security disability benefits.

      


      (c)            ̈           is
determined to be disabled by a physician approved by the Employer.

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.15           VESTING

      


      A
Participant's vested interest in Matching Employer Contributions and/or
Nonelective Employer Contributions, other than Safe Harbor Matching Employer
and/or Nonelective Employer Contributions elected  in
Subsection 1.10(a)(3) or 1.11(a)(3), shall be based upon his years of
Vesting Service and the schedule(s) selected below, except as provided in
Subsection 1.21(d) or in the Vesting Schedule Addendum to the Adoption
Agreement.

      


      (a)            ̈           Years of Vesting
Service shall exclude:

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                for
      new plans, service prior to the Effective Date as defined in Subsection
      1.01(g)(1).

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                for
      existing plans converting from another plan document, service prior to the
      original Effective Date as defined in Subsection
    1.01(g)(2).

              


      

      


      (b)           Vesting
Schedule(s)

      


      Note:  The vesting
schedule selected below applies only to Nonelective Employer Contributions and
Matching Employer Contributions other than safe harbor contributions under
Option 1.11(a)(3) or Option 1.10(a)(3).  Safe harbor contributions
under Options 1.11(a)(3) and 1.10(a)(3) are always 100% vested
immediately.

      


      (1)  Nonelective
Employer
Contributions                                                                                     (2)  Matching
Employer Contributions

      (check
one):                                                                   (check
one):

      


      (A)   ̈  N/A
- No
Nonelective                                                                (A)  þ  N/A
- No Matching

      Employer
Contributions                                                                Employer
Contributions

      


      (B)  þ  100%
Vesting
immediately                                                                           (B)   ̈  100%Vesting
immediately

      


      (C)   ̈  3
year cliff (see C
below)                                                                           (C)   ̈  3
year cliff (see C
below)

      


      (D)   ̈  5
year cliff (see D
below)                                                                           (D)   ̈  5
year cliff (see D
below)

      


      (E)   ̈  6
year graduated (see E
below)                                                                                     (E)   ̈  6
year graduated (see E
below)

      


      (F)   ̈  7
year graduated (see F
below)                                                                                     (F)   ̈  7
year graduated (see F
below)

      


      (G)   ̈  Other
vesting                                                                (G)   ̈ Other
vesting

      (complete
G1
below)                                                                (complete
G2 below)

      


      Years
of

      Vesting
Service                                                           Applicable
Vesting Schedule(s)

      
        	 
      	
                C

              	
                D

              	
                E

              	
                F

              	
                G1

              	
                G2

              
	
                0

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                          %

              	
                          %

              
	
                1

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                          %

              	
                          %

              
	
                2

              	
                0%

              	
                0%

              	
                20%

              	
                0%

              	
                          %

              	
                          %

              
	
                3

              	
                100%

              	
                0%

              	
                40%

              	
                20%

              	
                          %

              	
                          %

              
	
                4

              	
                100%

              	
                0%

              	
                60%

              	
                40%

              	
                          %

              	
                          %

              
	
                5

              	
                100%

              	
                100%

              	
                80%

              	
                60%

              	
                          %

              	
                          %

              
	
                6

              	
                100%

              	
                100%

              	
                100%

              	
                80%

              	
                          %

              	
                          %

              
	
                7
      or more

              	
                100%

              	
                100%

              	
                100%

              	
                100%

              	
                100%

              	
                100%

              


      

      


      Note:  A schedule
elected under G1 or G2 above must be at least as favorable as one of the
schedules in C, D, E or F above.

      


      


      Note:  If the Plan
is being amended to provide a more restrictive vesting schedule, the more
favorable vesting schedule shall continue to apply to Participants who are
Active Participants immediately prior to the later of (1) the effective
date of the amendment or (2) the date the amendment is
adopted.

      


      
        	
                 
      

              	
                (c)

              	
                þ

              	
                A vesting
      schedule more favorable than the vesting schedule(s) selected above
      applies to certain Participants. Please complete the Vesting
      Schedule Addendum to the Adoption
Agreement.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Application
      of Forfeitures - If a Participant forfeits any portion of his
      non-vested Account balance as provided in Section 6.02, 6.04, 6.07, or
      11.08, such forfeitures shall be (check
one):

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                N/A
      - Either (A) no Matching Employer Contributions are made with respect to
      Deferral Contributions under the Plan and all other Employer Contributions
      are 100% vested when made or (B) there are no Employer Contributions under
      the Plan.

              


      

      


      (2)            ̈           applied
to reduce Employer contributions.

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                allocated
      among the Accounts of eligible Participants in the manner provided in
      Section 1.11.  (Only if
      Option 1.11(a) or (b) is
checked.)

              


      

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.16           PREDECESSOR EMPLOYER
SERVICE

      


      
        	
                 
      

              	
                þ

              	
                Service for
      purposes of eligibility in Subsection 1.04(b) and vesting in Subsection
      1.15(b) of this Plan shall include service with the following predecessor
      employer(s):

              


      

      


      


      
        	
                Cabot
      Corporation

              
	
                Rippe
      Corporation

              


      

      


      


      


      1.17           PARTICIPANT
LOANS

      


      Participant
loans (check one):

      


      
        	
                 
      

              	
                (a)

              	
                þ

              	
                are allowed
      in accordance with Article 9 and loan procedures outlined in the Service
      Agreement.

              


      

      


      (b)            ̈           are not
allowed.

      


      


      1.18           IN-SERVICE
WITHDRAWALS

      


      Participants may
make withdrawals prior to termination of employment under the following
circumstances (check the appropriate box(es)):

      


      
        	
                 
      

              	
                (a)

              	
                þ

              	
                Hardship
      Withdrawals - Hardship withdrawals from a Participant’s Deferral
      Contributions Account shall be allowed in accordance with Section 10.05,
      subject to a $500 minimum amount.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                þ

              	
                Age 59
      1/2 - Participants shall be entitled to receive a distribution of
      all or any portion of the following Accounts upon attainment of age 59 1/2
      (check one):

              


      

      


      (1)            ̈           Deferral
Contributions Account.

      


      (2)           þ           All
vested account balances.

      


      
        	
                (c)  

              	
                Withdrawal
      of Employee Contributions and Rollover Contributions
    -

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Unless
      otherwise provided below, Employee Contributions may be withdrawn in
      accordance with Section 10.02 at any
time.

              


      

      


      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                Employees
      may not make withdrawals of Employee Contributions more frequently
      than:

              


      

      


                                          .

      


      
        	
                 
      

              	
                (2)

              	
                Rollover
      Contributions may be withdrawn in accordance with Section 10.03 at any
      time.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                 ̈

              	
                Protected
      In-Service Withdrawal Provisions - Check if the Plan was converted
      by plan amendment or received transfer contributions from another defined
      contribution plan, and benefits under the other defined contribution plan
      were payable as (check the appropriate
box(es)):

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                an
      in-service withdrawal of vested employer contributions maintained in a
      Participant’s Account (check (A) and/or
(B)):

              


      

      


      (A)            ̈           for
at least  
(24 or more) months.

      


      
        	
                 
      

              	
                (i)

              	
                 ̈

              	
                Special
      restrictions applied to such in-service withdrawals under the prior plan
      that the Employer wishes to continue under the Plan as restated
      hereunder.  Please complete the Protected In-Service Withdrawals
      Addendum to the Adoption Agreement identifying the
      restrictions.

              


      

      


      (B)            ̈           after
the Participant has at least 60 months of participation.

      


      
        	
                 
      

              	
                (i)

              	
                 ̈

              	
                Special
      restrictions applied to such in-service withdrawals under the prior plan
      that the Employer wishes to continue under the Plan as restated
      hereunder.  Please complete the Protected In-Service Withdrawals
      Addendum to the Adoption Agreement identifying the
      restrictions.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                another
      in-service withdrawal option that is a “protected benefit” under Code
      Section 411(d)(6) or an in-service hardship withdrawal option not
      otherwise described in Section 1.18(a).  Please complete the
      Protected In-Service Withdrawals Addendum to the Adoption Agreement
      identifying the in-service withdrawal
option(s).

              


      

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.19           FORM OF
DISTRIBUTIONS

      Subject to
Section 13.01, 13.02 and Article 14, distributions under the Plan
shall be paid as provided below.  (Check the appropriate
box(es) and, if any forms of payment selected in (b), (c) and/or (d) apply only
to a specific class of Participants, complete Subsection (b) of the Forms
of Payment Addendum.)

      
        	
                 
      

              	
                (a)

              	
                Lump Sum
      Payments - Lump sum payments are always available under the
      Plan.

              


      

      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                Installment
      Payments - Participants may elect distribution under a systematic
      withdrawal plan (installments).

              


      

      
        	
                 
      

              	
                (c)

              	
                 ̈

              	
                Annuities
      (Check if the Plan is retaining any annuity form(s) of
      payment.)

              


      

      
        	
                 
      

              	
                (1)

              	
                An
      annuity form of payment is available under the Plan for the following
      reason(s) (check (A) and/or (B), as
applicable):

              


      

      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                As
      a result of the Plan's receipt of a transfer of assets from another
      defined contribution plan or pursuant to the Plan terms prior to the
      Amendment Effective Date specified in Section 1.01(g)(2), benefits
      were previously payable in the form of an annuity that the Employer elects
      to continue to be offered as a form of payment under the
    Plan.

              


      

      
        	
                 
      

              	
                (B)

              	
                 ̈

              	
                The
      Plan received a transfer of assets from a defined benefit plan or another
      defined contribution plan that was subject to the minimum funding
      requirements of Code Section 412 and therefore an annuity form of
      payment is a protected benefit under the Plan in accordance with Code
      Section 411(d)(6).

              


      

      
        	
                 
      

              	
                (2)

              	
                The
      normal form of payment under the Plan is (check (A) or
    (B)):

              


      

      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                A
      lump sum payment.

              


      

      
        	
                 
      

              	
                (i)

              	
                Optional
      annuity forms of payment (check (I) and/or (II), as applicable).  (Must check
      and complete (I) if a life annuity is one of the optional annuity forms of
      payment under the Plan.)

              


      

      
        	
                 
      

              	
                (I)

              	
                 ̈

              	
                A
      married Participant who elects an annuity form of payment shall receive a
      qualified joint and  % (at least 50%) survivor
      annuity.  An unmarried Participant shall receive a single life
      annuity, unless a different form of payment is specified
      below:

              


      

      


      
        	
                 
      

              	
                (II)

              	
                 ̈

              	
                Other
      annuity form(s) of payment.  Please complete Subsection (a) of
      the Forms of Payment Addendum describing the other annuity form(s) of
      payment available under the Plan.

              


      

      
        	
                 
      

              	
                (B)

              	
                 ̈

              	
                A
      life annuity (complete (i) and (ii) and check (iii) if
      applicable).

              


      

      
        	
                 
      

              	
                (i)

              	
                The
      normal form for married Participants is a qualified joint and  % (at least 50%) survivor
      annuity.  The normal form for unmarried Participants is a single
      life annuity, unless a different annuity form is specified
      below:

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      qualified preretirement survivor annuity provided to a Participant's
      spouse is purchased with  % (at least 50%) of the
      Participant's Account.

              


      

      
        	
                 
      

              	
                (iii)

              	
                 ̈

              	
                Other
      annuity form(s) of payment.  Please complete Subsection (a)
      of the Forms of Payment Addendum describing the other annuity form(s) of
      payment available under the Plan.

              


      

      
        	
                 
      

              	
                (d)

              	
                 ̈

              	
                Other
      Non-Annuity Form(s) of Payment - As a result of the Plan's receipt
      of a transfer of assets from another plan or pursuant to the Plan terms
      prior to the Amendment Effective Date specified in 1.01(g)(2), benefits
      were previously payable in the following form(s) of payment not described
      in (a), (b) or (c) above and the Plan will continue to offer these form(s)
      of payment:

              


      

      


      
        	
                 
      

              	
                (e)

              	
                 ̈

              	
                Eliminated
      Forms of Payment Not Protected Under Code
      Section 411(d)(6).  Check if either (1) under
      the Plan terms prior to the Amendment Effective Date or (2) under the
      terms of another plan from which assets were transferred, benefits were
      payable in a form of payment that will cease to be offered after a
      specified date.  Please complete Subsection (c) of the
      Forms of Payment Addendum describing the forms of payment previously
      available and the effective date of the elimination of the form(s) of
      payment.

              


      

      


      


      1.20           TIMING OF
DISTRIBUTIONS

      


      Except
as provided in Subsection 1.20(a) or (b) and the Postponed Distribution Addendum
to the Adoption Agreement, distribution shall be made to an eligible Participant
from his vested interest in his Account as soon as reasonably practicable
following the date the Participant’s application for distribution is received by
the Administrator.

      


      
        	
                 
      

              	
                (a)

              	
                Required
      Commencement of Distribution - If a Participant does not elect to
      receive benefits as of an earlier date, as permitted under the Plan,
      distribution of a Participant’s Account shall begin as of the
      Participant’s Required Beginning
Date.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                Postponed
      Distributions - Check if the Plan was converted by plan amendment
      from another defined contribution plan that provided for the postponement
      of certain distributions from the Plan to eligible Participants and the
      Employer wants to continue to administer the Plan using the postponed
      distribution provisions.  Please complete the Postponed
      Distribution Addendum to the Adoption Agreement indicating the types of
      distributions that are subject to postponement and the period of
      postponement.

              


      

      


      Note:  An Employer
may not provide for postponement of distribution to a Participant beyond the
60th day following the close of the Plan Year in which (1) the Participant
attains Normal Retirement Age under the Plan, (2) the Participant’s 10th
anniversary of participation in the Plan occurs, or (3) the Participant’s
employment terminates, whichever is latest.

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.21           TOP HEAVY
STATUS

      


      (a)           The Plan shall be
subject to the Top-Heavy Plan requirements of Article 15 (check
one):

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                for
      each Plan Year, whether or not the Plan is a "top-heavy plan" as defined
      in Subsection 15.01(f).

              


      

      


      
        	
                 
      

              	
                (2)

              	
                þ

              	
                for
      each Plan Year, if any, for which the Plan is a "top-heavy plan" as
      defined in Subsection 15.01(f).

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                Not
      applicable.  (Choose
      only if Plan covers only employees subject to a collective bargaining
      agreement.)

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In
      determining whether the Plan is a "top-heavy plan" for an Employer with at
      least one defined benefit plan, the following assumptions shall
      apply:

              


      

      


      (1)            ̈           Interest
rate:   % per
annum.

      


      (2)            ̈           Mortality
table:    .

      


      
        	
                 
      

              	
                (3)

              	
                þ

              	
                Not
      applicable. (Choose
      only if either (A) Plan covers only employees subject to a collective
      bargaining agreement or (B) Employer does not maintain and has not
      maintained any defined benefit plan during the five-year period ending on
      the applicable "determination date", as defined in Subsection
      15.01(a).)

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If the Plan
      is or is treated as a "top-heavy plan" for a Plan Year, each non-key
      Employee shall receive an Employer Contribution of at least 3.0 (3, 4, 5,
      or 7 1/2)% of Compensation for the Plan Year in accordance with Section
      15.03.  The minimum Employer Contribution provided in this
      Subsection 1.21(c) shall be made under this Plan only if the Participant
      is not entitled to such contribution under another qualified plan of the
      Employer, unless the Employer elects otherwise
    below:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                The
      minimum Employer Contribution shall be paid under this Plan in any
      event.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Another
      method of satisfying the requirements of Code Section
      416.  Please complete the 416 Contribution Addendum to the
      Adoption Agreement describing the way in which the minimum contribution
      requirements will be satisfied in the event the Plan is or is treated as a
      “top-heavy plan”.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                Not
      applicable.  (Choose
      only if Plan covers only employees subject to a collective bargaining
      agreement.)

              


      

      


      Note:  The minimum
Employer contribution may be less than the percentage indicated in Subsection
1.21(c) above to the extent provided in Section 15.03.

      


      
        	
                 
      

              	
                (d)

              	
                If the Plan
      is or is treated as a "top-heavy plan" for a Plan Year, the following
      vesting schedule shall apply instead of the schedule(s) elected in
      Subsection 1.15(b) for such Plan Year and each Plan Year thereafter
      (check one):

              


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                Not
      applicable.  (Choose
      only if either (A) Plan provides for Nonelective Employer Contributions
      and the schedule elected in Subsection 1.15(b)(1) is at least as favorable
      in all cases as the schedules available below or (B) Plan covers only
      employees subject to a collective bargaining
      agreement.)

              


      

      


      (2)           þ           100%
vested after 0
(not in excess of 3)
years of Vesting Service.

      


      (3)            ̈           Graded
vesting:

      


      
        	
                 

                Years
      of Vesting Service

              	
                 

                Vesting

                Percentage

              	
                 

                Must
      be

                at
      Least

              
	
                 

                0

              	 
      	
                 

                0%

              
	
                 

                1

              	 
      	
                 

                0%

              
	
                 

                2

              	 
      	
                 

                20%

              
	
                 

                3

              	 
      	
                 

                40%

              
	
                 

                4

              	 
      	
                 

                60%

              
	
                 

                5

              	 
      	
                 

                80%

              
	
                 

                6
      or more

              	 
      	
                 

                100%

              


      

      


      Note:  If the Plan
provides for Nonelective Employer Contributions and the schedule elected in
Subsection 1.15(b)(1) is more favorable in all cases than the schedule elected
in Subsection 1.21(d) above, then the schedule in Subsection 1.15(b)(1) shall
continue to apply even in Plan Years in which the Plan is a "top-heavy
plan".

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                1.22

              	
                CORRECTION TO MEET 415
      REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
    PLANS

              


      

      


      If the
Employer maintains other defined contribution plans, annual additions to a
Participant's Account shall be limited as provided in Section 6.12 of the Plan
to meet the requirements of Code Section 415, unless the Employer elects
otherwise below and completes the 415 Correction Addendum describing the order
in which annual additions shall be limited among the plans.

      


      (a)            ̈           Other Order for
Limiting Annual Additions

      


      


      1.23           INVESTMENT
DIRECTION

      


      Investment
Directions - Participant Accounts shall be invested (check
one):

      


      
        	
                 
      

              	
                (a)

              	
                 ̈

              	
                in
      accordance with the investment directions provided to the Trustee by the
      Employer
      for allocating all Participant Accounts among the Options listed in the
      Service Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                þ

              	
                in
      accordance with the investment directions provided to the Trustee by each
      Participant for
      allocating his entire Account among the Options listed in the Service
      Agreement.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                 ̈

              	
                in
      accordance with the investment directions provided to the Trustee by each
      Participant for all contribution sources in his Account, except that the
      following sources shall be invested in accordance with the investment
      directions provided by the Employer (check (1) and/or
  (2)):

              


      

      


      (1)            ̈           Nonelective
Employer Contributions

      


      (2)            ̈           Matching
Employer Contributions

      


      The
Employer must direct the applicable sources among the same investment options
made available for Participant directed sources listed in the Service
Agreement.

      


      1.24           RELIANCE ON OPINION
LETTER

      


      An
adopting Employer may rely on the opinion letter issued by the Internal Revenue
Service as evidence that this Plan is qualified under Code Section 401 only to
the extent provided in Announcement 2001-77, 2001-30 I.R.B.  The
Employer may not rely on the opinion letter in certain other circumstances or
with respect to certain qualification requirements, which are specified in the
opinion letter issued with respect to this Plan and in Announcement
2001-77.  In order to have reliance in such circumstances or with
respect to such qualification requirements, application for a determination
letter must be made to Employee Plans Determinations of the Internal Revenue
Service.  Failure to fill out the Adoption Agreement properly may
result in disqualification of the Plan.

      


      This
Adoption Agreement may be used only in conjunction with Fidelity Basic Plan
Document No. 02.  The Prototype Sponsor shall inform the adopting
Employer of any amendments made to the Plan or of the discontinuance or
abandonment of the prototype plan document.

      


      


      1.25           PROTOTYPE
INFORMATION:

      


      Name of
Prototype
Sponsor:                                                                           Fidelity
Management & Research Company

      Address
of Prototype
Sponsor:                                                                82
Devonshire Street

      Boston,
MA  02109

      


      Questions
regarding this prototype document may be directed to the following telephone
number:

      1-800-343-9184.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      EXECUTION
PAGE

      (Fidelity’s
Copy)

      


      


      IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this

      


                     
day of  ,
 .

      


      


      Employer:                      

      


      By:                      

      


      Title:                      

      


      


      


      


      Employer:                      

      


      By:                      

      


      Title:                      

      


      


      


       

      Accepted
by:

       

      


       

      Fidelity
Management Trust Company, as Trustee

       

      


       

      


       

      By:                      Date:

       

      


       

      Title:           

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      EXECUTION
PAGE

      (Employer’s
Copy)

      


      


      IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this

      


                     
day of  ,
 .

      


      


      Employer:                      

      


      By:                      

      


      Title:                      

      


      


      


      


      Employer:                      

      


      By:                      

      


      Title:                      

      


      


      


      Accepted
by:

      


      Fidelity
Management Trust Company, as Trustee

      


      


      By:                      Date:

      


      Title:           

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      AMENDMENT
EXECUTION PAGE

      


      


      This page
is to be completed in the event the Employer modifies any prior election(s) or
makes a new election(s) in this Adoption Agreement.  Attach the
amended page(s) of the Adoption Agreement to this execution page.

      


      The
following section(s) of the Plan are hereby amended effective as of the date(s)
set forth below:

      


      
        	
                 

                Section
      Amended

              	
                 

                Page

              	
                 

                Effective
      Date

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

      


      


      IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
              
day of

      


        ,  .

      


      


      


      
        	
                Employer:

              	 	
                Employer:

              	 


      

      


      
        	
                By:

              	 	
                By:

              	 


      

      


      
        	
                Title:

              	 	
                Title:

              	 


      

      


      


      


      Accepted
by:

      


      Fidelity
Management Trust Company, as Trustee

      


      


      By:                      Date:

      


      Title:           


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ADDENDUM

      


      Re:  SPECIAL
EFFECTIVE DATES

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation
401(k) Plan

      


      


      
        	
                 
      

              	
                (a)

              	
                þ

              	
                Special
      Effective Dates for Other Provisions - The following provisions
      (e.g., new eligibility requirements, new contribution formula, etc.) shall
      be effective as of the dates specified
herein:

              


      

      


      
        	
                Section
      1.05(b)(2) is effective on the effective date shown
      below.  Prior to this date, compensation for all contributions
      was determined by the provisions in Section
      1.05(a).  -  Effective:  01/01/2003

              
	 
      
	
                Section
      1.07(a)(1) is effective on the effective date shown
      below.  Prior to this date, Deferral Contributions could not
      exceed 15% of Compensation for that
      period.  -  Effective:  01/01/2003

              
	 
      
	
                Section
      1.10(a)(1)(B) is effective on the effective date shown
      below.  Prior to this date, Section 1.10(a)(3) and the
      corresponding Safe Harbor Matching Employer Contribution Addendum to the
      Adoption Agreement indicating Safe Harbor Matching Contributions of 100%
      on the first 4% of compensation and 50% on the next 2% of compensation was
      elected for the period of May 1, 2000 to December 31,
      2002.  Section 1.10(a)(3) and the corresponding Safe Harbor
      Matching Employer Contribution Addendum to the Adoption Agreement are
      being eliminated on the effective date shown
      below.  -  Effective:  01/01/2003

              
	 
      
	
                Section
      1.10(c)(4) is effective on the effective date shown
      below.  Prior to this date, the Contribution Period for Matching
      Employer Contributions was defined as each Plan
      year.  -  Effective:  01/01/2003

              
	 
      
	
                Section
      1.11(a)(3) and the corresponding Safe Harbor Nonelective Employer
      Contribution Addendum to the Adoption Agreement are effective on the
      effective date shown below.  Prior to this date, Section
      1.11(a)(1) with a stated percentage of 4% was elected.  Section
      1.11(a)(1) is being eliminated on the effective date shown
      below.  -  Effective:  01/01/2003

              
	 
      
	 
      


      

      


      


      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                Plan Merger
      Effective Dates - The following plan(s) were merged into the Plan
      after the Effective Date indicated in Subsection 1.01(g)(1) or (2), as
      applicable.  The provisions of the Plan are effective with
      respect to the merged plan(s) as of the date(s) indicated
      below:

              


      

      


      
        	
                (1)

              	
                Name
      of merged plan:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Effective
      date:

              	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (2)

              	
                Name
      of merged plan:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Effective
      date:

              	 
      	 
      


      

      


      
        	
                (3)

              	
                Name
      of merged plan:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Effective
      date:

              	 
      	 
      


      

      


      
        	
                (4)

              	
                Name
      of merged plan:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Effective
      date:

              	 
      	 
      


      

      


      
        	
                (5)

              	
                Name
      of merged plan:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Effective
      date:

              	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      ADDENDUM

      


      Re:  SAFE
HARBOR MATCHING EMPLOYER CONTRIBUTION

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation 401(k) Plan

      


      (a)           Safe Harbor Matching Employer
Contribution Formula

      


      Note:  Matching
Employer Contributions made under this Option must be 100% vested when made and
may only be distributed because of death, disability, separation from service,
age 59 1/2, or termination of the Plan without the establishment of a successor
plan.  In addition, each Plan Year, the Employer must provide written
notice to all Active Participants of their rights and obligations under the
Plan.

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                100%
      of the first 3% of the Active Participant's Compensation contributed to
      the Plan and 50% of the next 2% of the Active Participant's Compensation
      contributed to the Plan.

              


      

      


      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                Safe
      harbor Matching Employer Contributions shall not be made on
      behalf of Highly Compensated
Employees.

              


      

      


      Note:  If the
Employer selects this formula and does not elect Option
1.10(b), Additional Matching Employer Contributions, Matching Employer
Contributions will automatically meet the safe harbor contribution requirements
for deemed satisfaction of the "ACP" test.  (Employee Contributions
must still be tested.)

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Other
      Enhanced Match:

              


      

      


        % of the first
 % of the
Active Participant's Compensation contributed

      to the
plan,

      


                %
of the next  % of the Active
Participant's Compensation contributed

      to the
plan,

      


                %
of the next  % of the Active
Participant's Compensation contributed

      to the
plan.

      


      Note:  To satisfy
the safe harbor contribution requirement for the "ADP" test, the percentages
specified above for Matching Employer Contributions may not increase as the
percentage of Compensation contributed increases, and the aggregate amount of
Matching Employer Contributions at such rates must at least equal the aggregate
amount of Matching Employer Contributions which would be made under the
percentages described in (a)(1) of this Addendum.

      


      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                Safe
      harbor Matching Employer Contributions shall not be made on
      behalf of Highly Compensated
Employees.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                 ̈

              	
                The
      formula specified above is also intended to satisfy the safe harbor
      contribution requirement for deemed satisfaction of the "ACP" test with
      respect to Matching Employer Contributions.  (Employee
      Contributions must still be
tested.)

              


      

      


      Note:  To satisfy
the safe harbor contribution requirement for the "ACP" test, the Deferral
Contributions and/or Employee Contributions matched cannot exceed 6% of a
Participant's Compensation.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ADDENDUM

      


      Re:  SAFE
HARBOR NONELECTIVE EMPLOYER CONTRIBUTION

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation 401(k) Plan

      


      


      
        	
                 
      

              	
                (a)

              	
                Safe Harbor Nonelective
      Employer Contribution
Election

              


      

      


      
        	
                 
      

              	
                (1)

              	
                þ

              	
                For
      each Plan Year, the Employer shall contribute for each eligible Active
      Participant an amount equal to 4.00% (not less than 3% nor more than
      15%) of such Active Participant’s
  Compensation.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                The
      Employer may decide each Plan Year whether to amend the Plan by electing
      and completing (A) below to provide for a contribution on behalf of each
      eligible Active Participant in an amount equal to at least 3% of such
      Active Participant’s Compensation.

              


      

      


      Note:                      An
Employer that has selected Subsection (a)(2) above must amend the Plan by
electing (A) below and completing the Amendment Execution Page no later than 30
days prior to the end of each Plan Year for which safe harbor Nonelective
Employer Contributions are being made.

      


      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                For
      the Plan Year beginning   , the
      Employer shall contribute for each eligible Active Participant an amount
      equal to  % (not less than 3% nor more than 15%) of such Active
      Participant’s Compensation.

              


      

      


      Note:  Safe harbor
Nonelective Employer Contributions must be 100% vested when made and may only be
distributed because of death, disability, separation from service, age 59 1/2,
or termination of the Plan without the establishment of a successor
plan.  In addition, each Plan Year, the Employer must provide written
notice to all Active Participants of their rights and obligations under the
Plan.

      


      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                Safe
      harbor Nonelective Employer Contributions shall not be made on
      behalf of Highly Compensated
Employees.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                þ

              	
                In
      conjunction with its election of the safe harbor described above, the
      Employer has elected to make Matching Employer Contributions under
      Subsection 1.10 that are intended to meet the requirements for deemed
      satisfaction of the “ACP” test with respect to Matching Employer
      Contributions.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ADDENDUM

      


      Re:  PROTECTED
IN-SERVICE WITHDRAWALS

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation 401(k) Plan

      


      


      
        	
                 
      

              	
                (a)

              	
                Restrictions
      on In-Service Withdrawals of Amounts Held for Specified Period -
      The following restrictions apply to in-service withdrawals made in
      accordance with Subsection 1.18(d)(1)(A) (cannot
      include any mandatory suspension of contributions
      restriction):

              


      

      


      
        	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      


      

      


      
        	
                 
      

              	
                (b)

              	
                Restrictions
      on In-Service Withdrawals Because of Participation in Plan for 60 or More
      Months - The following restrictions apply to in-service withdrawals
      made in accordance with Subsection 1.18(d)(1)(B) (cannot
      include any mandatory suspension of contributions
      restriction):

              


      

      


      
        	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      


      

      


      
        	
                 
      

              	
                (c)

              	
                 ̈

              	
                Other
      In-Service Hardship Withdrawal Provisions - In-service hardship
      withdrawals are permitted from a Participant’s Deferral Contributions
      Account and the other sub-accounts specified below, subject to the
      conditions otherwise applicable to hardship withdrawals from a
      Participant’s Deferral Contributions
Account:

              


      

      


      
        	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                (d)

              	
                 ̈

              	
                Other
      In-Service Withdrawal Provisions - In-service withdrawals from a
      Participant's Accounts specified below shall be available to Participants
      who satisfy the requirements also specified
  below:

              


      

      


      
        	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      


      

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                The
      following restrictions apply to a Participant’s Account following an
      in-service withdrawal made pursuant to (d) above (cannot
      include any mandatory suspension of contributions
      restriction):

              


      

      


      
        	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ADDENDUM

      


      Re:  FORMS
OF PAYMENT

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation 401(k) Plan

      


      (a)           The
following optional forms of annuity will continue to be offered under the
Plan:

      


      
        	
                 
      

              	
                (b)

              	
                The
      forms of payment described in Section 1.19(b), (c) and/or (d) apply
      to the following class(es) of
Participants:

              


      

      


      Note:  Please
indicate if different classes of Participants are subject to different forms of
payment.

      
        	
                 
      

              	
                (c)

              	
                The
      following forms of payment were previously available under the Plan but
      will be eliminated as of the date specified in subsection (4) below
      (check the applicable (box(es) and complete
  (4)):

              


      

      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                Installment
      Payments.

              


      

      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Annuities.

              


      

      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                The
      normal form of payment under the Plan was a lump sum and all optional
      annuity forms of payment not listed under Section 1.19(c)(2)(A)(i)
      are eliminated.  The eliminated forms of payment include the
      following:

              


      

      


      
        	
                 
      

              	
                (B)

              	
                 ̈

              	
                The
      normal form of payment under the Plan was a life annuity and all annuity
      forms of payment not listed under Section 1.19(c)(2)(B) are
      eliminated.  (Complete
      (i) and (ii) and, if applicable,
(iii).)

              


      

      
        	
                 
      

              	
                (i)

              	
                The
      normal form for married Participants was a qualified joint and  % (at least 50%) survivor
      annuity.  The normal form for unmarried Participants was a
      single life annuity, unless a different form is specified
      below:

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      qualified preretirement survivor annuity provided to a Participant's
      spouse was purchased with  % (at least 50%) of the
      Participant's Account.

              


      

      
        	
                 
      

              	
                (iii)

              	
                The
      other annuity form(s) of payment previously available under the Plan
      included the following:

              


      

      


      
        	
                 
      

              	
                (3)

              	
                 ̈

              	
                Other
      Non-Annuity Forms of Payment.  All other non-annuity
      forms of payment that are not listed in Section 1.19(d) but that were
      previously available under the Plan are eliminated.  The
      eliminated non-annuity forms of payment include the
    following:

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      form(s) of payment described in this Subsection (c) will not be
      offered to Participants who have an Annuity Starting Date which occurs on
      or after   (cannot be earlier than
      September 6, 2000).  Notwithstanding the date
      entered above, the forms of payment described in this Subsection (c)
      will continue to be offered to Participants who have an Annuity Starting
      Date that occurs (1) within 90 days following the date the
      Employer provides affected Participants with a summary that satisfies the
      requirements of 29 CFR 2520.104b-3 and that notifies them of the
      elimination of the applicable form(s) of payment, but (2) no later
      than the first day of the second Plan Year following the Plan Year in
      which the amendment eliminating the applicable form(s) of payment is
      adopted.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ADDENDUM

      


      Re:  VESTING
SCHEDULE

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation 401(k) Plan

      


      


      
        	
                 
      

              	
                (a)

              	
                More Favorable Vesting
      Schedule

              


      

      
        	
                 
      

              	
                (1)

              	
                The
      following vesting schedule applies to the class of Participants described
      in (a)(2) below:

              


      

      Source:  Safe Harbor
Profit Sharing, Co Nonelective, S Harbor Match, Fixed Match

      


      Years of
Service                                           Vesting
Percent

      less than
1                                                 100

      1                                         100

      
        	
                 
      

              	
                (2)

              	
                The
      vesting schedule specified in (a)(1) above applies to the following class
      of Participants:

              


      

      All participants as of
04/01/2009 will be 100% vested in Employer Contributions.

      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                Additional
      Vesting Schedule

              


      

      
        	
                 
      

              	
                (1)

              	
                The
      following vesting schedule applies to the class of Participants described
      in (b)(2) below:

              


      

      


      


      


      


      


      
        	
                 
      

              	
                (2)

              	
                The
      vesting schedule specified in (b)(1) above applies to the following class
      of Participants:

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ADDENDUM

      


      Re:  POSTPONED
DISTRIBUTIONS

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation 401(k) Plan

      


      


      Postponement of
Certain Distributions to Eligible Participants - The types of
distributions specified below to eligible Participants of their vested interests
in their Accounts shall be postponed for the period also specified
below:

      


      


                       

      


                                                                                                           

      


      


      


                   

      


                                                                                                       

      


      


      


               

      


                                                                                                   

      


      Notwithstanding
the foregoing, if the Employer selected an Early Retirement Age in Subsection
1.14(b) that is the later of an attained age or completion of a specified number
of years of Vesting Service, any Participant who terminates employment on or
after completing the required number of years of Vesting Service, but before
attaining the required age shall be eligible to commence distribution of his
vested interest in his Account upon attaining the required age.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ADDENDUM

      


      Re:  415
CORRECTION

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation 401(k) Plan

      


      


      
        	
                 
      

              	
                (a)

              	
                Other
      Formula for Limiting Annual Additions to Meet 415 - If the
      Employer, or any employer required to be aggregated with the Employer
      under Code Section 415, maintains any other qualified defined contribution
      plans or any "welfare benefit fund", "individual medical account", or
      "simplified medical account", annual additions to such plans shall be
      limited as follows to meet the requirements of Code Section
      415:

              


      

      


      


      


                                                                   

      


      


      


                   

      


                                                                                                                           

      


      


      


                                                                           

      


      


      


                           

      


                                                                                                                                   

      


      


      


                                                                                   

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ADDENDUM

      


      Re:  416
CONTRIBUTION

      for

      


      Plan
Name:                                Cabot Microelectronics
Corporation 401(k) Plan

      


      


      
        	
                 
      

              	
                (a)

              	
                Other
      Method of Satisfying the Requirements of 416 - If the Employer, or
      any employer required to be aggregated with the Employer under Code
      Section 416, maintains any other qualified defined contribution or defined
      benefit plans, the minimum benefit requirements of Code Section 416 shall
      be satisfied as follows:

              


      

      


                         

                                                                                                                                  

      


                                                                                    

      


                                      

                                                                                                                                               

      


                                                                                                 

      


                                                   

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THE
CORPORATEPLAN FOR RETIREMENTSM  (PROFIT SHARING/401(K)
PLAN)

      ADDENDUM
TO ADOPTION AGREEMENT

      FIDELITY
BASIC PLAN DOCUMENT No. 02

      


      RE:
ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (“EGTRRA”) AMENDMENTS
for

      Plan
Name:  Cabot
Microelectronics Corporation 401(k) Plan

      


      PREAMBLE

      


      Adoption
and Effective Date of Amendment.  This amendment of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA").  This amendment is intended as
good faith compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder.  Except as
otherwise provided below, this amendment shall be effective as of the first day
of the first plan year beginning after December 31, 2001.

      


      Supersession
of Inconsistent Provisions.  This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

      


      
        	
                (a)

              	
                Catch-up
      Contributions.  The Employer must select either (1) or
      (2) below to indicate whether eligible Participants age 50 or older by the
      end of a calendar year will be permitted to make catch-up contributions to
      the Plan, as described in Section
5.03(b)(1):

              


      

      


      
        	
                (1)  

              	
                þ           Catch-up
      contributions shall apply effective January 1, 2002, unless a later
      effective date is specified herein,  .

              


      

      


      
        	
                (2)  

              	
                 ̈           Catch-up
      contributions shall not apply.

              


      

      


      Note:  The Employer
must not
select (a)(1) above unless all plans of all employers treated, with the
Employer, as a single employer under subsections (b), (c), (m), or (o) of Code
Section 414 also permit catch up contributions (except a plan maintained by the
Employer that is qualified under Puerto Rico law), as provided in Code Section
414(v)(4) and IRS guidance issued thereunder.  The effective date
applicable to catch-up contributions must likewise be consistent among all plans
described immediately above, to the extent required in Code Section 414(v)(4)
and IRS guidance issued thereunder.

      


      
        	
                (b)

              	
                Plan Limit
      on Elective Deferral for Plans Permitting Catch-up
      Contributions.  This Section (b) is inapplicable if the
      Plan converted to this Fidelity document from any other document effective
      after April 1, 2002.

              


      

      


      For Plans
that permit catch-up contributions beginning on or before April 1, 2002, pursuant
to (a)(1) above, the 60% Plan Limit described in Section 5.03(b)(2) shall apply
beginning April 1, 2002, unless (b)(1) or (b)(2) is selected
below.  For Plans that permit catch up contributions beginning after
April 1, 2002, pursuant to (a)(1) above, the Plan Limit set out in Section
1.07(a)(1) shall continue to apply unless and until the Employer's election in
(b)(2) below, if any, provides for a change in the Plan Limit.

      


      
        	
                 
      

              	
                (1)

              	
                 ̈

              	
                The
      Plan Limit set out in Section 1.07(a)(1) shall continue to apply on and
      after April 1, 2002.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                The
      Plan Limit set out in Section 1.07(a)(1) shall continue to apply until
       
      (cannot be before April 1, 2002), and  the Plan Limit after that
      date shall be         %
      of Compensation each payroll
period.

              


      

      


      
        	
                (c)

              	
                Matching
      Employer Contributions on Catch-up Contributions.  The
      Employer must select the box below only if the Employer selected (a)(1)
      above, and the Employer wants to provide Matching Employer Contributions
      on catch-up contributions.  In that event, the same rules that
      apply to Matching Employer Contributions on Deferral Contributions other
      than catch-up contributions will apply to Matching Employer Contributions
      on catch-up contributions.

              


      

      


      
        	
                 
      

              	
                 ̈

              	
                Notwithstanding
      anything in 2.01(l) to the contrary, Matching Employer Contributions under
      Section 1.10 shall apply to catch-up contributions described in Section
      5.03(b)(1).

              


      

      


      
        	
                (d)

              	
                Vesting of
      Matching Employer Contributions.  Complete this section
      (d) only if the vesting schedule for Matching Employer Contributions under
      the Plan must be amended to comply with EGTRRA.  This is the
      case if, in the absence of an amendment, the vesting schedule for Matching
      Employer Contributions would not be at least as rapid as Three-Year Cliff
      or Six-Year Graded Vesting, effective for Participants with at least one
      Hour of Service on or after the first Plan Year beginning after December
      31, 2001, subject to the rule described in (2) below.  Complete
      (d)(1) to specify the new vesting schedule; any vesting schedule changes
      must conform to the requirements of Section 16.04 of the Plan. Only
      complete (d)(2) if your Plan is maintained pursuant to a collective
      bargaining agreement ratified by June 7, 2001. Complete (d)(3) if the
      Employer wants to apply the vesting schedule selected in (d)(1) to only
      the portion of a Participant’s accrued benefits derived from Matching
      Employer Contributions for Plan Years beginning after December 31,
      2001.

              


      

      


      
        	
                (1)  

              	
                Vesting
      Schedule for Matching Employer Contributions.  Unless the
      Employer checks the box in (d)(3) of this EGTRRA Amendments Addendum, the
      Vesting Schedule set forth below shall apply to all accrued benefits
      derived from Matching Employer Contributions for Participants who complete
      an Hour of Service under the Plan in a Plan Year beginning after December
      31, 2001, regardless
      of the Plan Year for which such contributions are made, subject to the
      Employer’s election of a later effective date as indicated in (d)(2)
      below:

              


      

      


      
        	
                 
      

              	
                 ̈

              	
                100%
      Vesting immediately

              


      

      
        	
                 
      

              	
                 ̈

              	
                3-Year
      Cliff (see C
      below)

              


      

      
        	
                 
      

              	
                 ̈

              	
                6-Year
      Graded (see E
      below)

              


      

      
        	
                 
      

              	
                 ̈

              	
                Other
      Vesting Schedule (complete G3 below, but must be at least as favorable as
      either C or E)

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Applicable Vesting
  Schedule

              
	
                Years
      of

                Vesting
      Service

              	
                C

              	
                E

              	
                G3

              
	
                0

              	
                0%

              	
                0%

              	
                   %

              
	
                1

              	
                0%

              	
                0%

              	
                   %

              
	
                2

              	
                0%

              	
                20%

              	
                   %

              
	
                3

              	
                100%

              	
                40%

              	
                   %

              
	
                4

              	
                100%

              	
                60%

              	
                   %

              
	
                5

              	
                100%

              	
                80%

              	
                   %

              
	
                6
      or more

              	
                100%

              	
                100%

              	
                100%

              


      

      


      
        	
                (2)  

              	
                Delayed
      Effective Date for Plans Subject to Collective
      Bargaining.  If the plan is maintained pursuant to one or
      more collective bargaining agreements ratified by June 7, 2001, the
      effective date for faster vesting of Matching Employer Contributions for
      Participants covered by such a collective bargaining agreement can be
      delayed by checking the box below and inserting the effective date, which
      is the first day of the first Plan Year beginning on or after the earlier
      of (i) January 1, 2006, or (ii) the later of the date on which the last of
      the collective bargaining agreements described above terminates (without
      regard to any extension on or after June 7, 2001), or January 1,
      2002.

              


      

      


      
        	
                 
      

              	
                 ̈

              	
                The
      vesting schedule elected by the Employer in (d)(1) above shall apply to
      those Participants covered by a collective bargaining agreement(s)
      ratified by June 7, 2001, who have at least one Hour of Service on or
      after  .  Unless
      the Employer selects the box in (d)(3) below, the vesting schedule
      selected in (d)(1) above shall apply to the entire accrued benefit derived
      from Matching Employer Contributions of such Participants with an Hour of
      Service in a Plan Year beginning on or after the date specified
      herein.  For all other Participants, the vesting schedule shall
      apply as of the date and in the manner described in (d)(1) and, where
      applicable, (d)(3).

              


      

      


      
        	
                (3)  

              	
                Grandfathered
      Application of Prior Vesting Schedule.  The Employer
      must check
      the box below only if the Employer wants to grandfather an existing
      vesting schedule and apply the vesting schedule that the Employer selected
      in (d)(1) above to only that portion of a Participant’s accrued benefit
      derived from Matching Employer Contributions for Plan Years beginning
      after December 31, 2001, (and/or for Plan Years beginning on or after the
      date specified in (d)(2), for any Participants subject to (d)(2), if
      selected by the Employer).

              


      

      


      
        	
                 
      

              	
                 ̈

              	
                The
      Vesting Schedule in (d)(1) above shall apply only to the portion of a
      Participant’s accrued benefits derived from Matching Employer
      Contributions under the Plan in a Plan Year beginning after December 31,
      2001, or such later date applicable to the Participant if specified in
      (d)(2) above.

              


      

      


      
        	
                (e)  

              	
                Rollovers
      of After-Tax Employee Contributions to the Plan. The Employer must
      mark the box below only if the Employer does not want the
      Plan to accept Participant Rollover Contributions of qualified plan
      after-tax employee contributions, as described in Section 5.06, which
      would otherwise be effective for distributions after December 31,
      2001:

              


      

      


      
        	
                 
      

              	
                þ

              	
                Participant
      Rollover Contributions or direct rollovers of qualified plan after-tax
      employee

              


      

      
        	
                 
      

              	
                contributions shall
      not be
      accepted by the Plan at any time.

              


      

      
        	
                (f)

              	
                Application
      of the Same Desk Rule.  The
      Employer must mark the box below only if the Employer wants to discontinue
      the application of the same desk rule set forth in Section
      12.01(a).

              


      

      


      
        	
                 
      

              	
                þ

              	
                Effective
      for distributions from the Plan after December 31, 2001, or such later
      date as specified herein 01/01/2002, a
      Participant’s elective deferrals, qualified nonelective contributions and
      qualified matching contributions, if applicable, and earnings attributable
      to such amounts shall be distributable, upon a severance from employment
      as described in Section 12.01(b), effective only for severances occurring
      after   (or, if
      no date is entered, regardless of when the severance
      occurred).

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Amendment
Execution

      (Fidelity’s
Copy)

      IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of ________________, ______.

      


      Employer:                                                                        Employer:                                                            

      By:               By:               

      Title:               Title:               

      


      Accepted
by:  Fidelity Management Trust Company, as Trustee

      By:               Date:               

      Title:               

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Amendment
Execution

      (Employer’s
Copy)

      IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of ________________, ______.

      


      Employer:                                                                        Employer:                                                            

      By:               By:               

      Title:               Title:               

      


      Accepted
by:  Fidelity Management Trust Company, as Trustee

      By:               Date:               

      Title:               

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


                The
CORPORATEplan for
RetirementSM

            ADDENDUM
TO ADOPTION AGREEMENT

            FIDELITY
BASIC PLAN DOCUMENT No. 02

      


      RE:
ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (“EGTRRA”) AUTOMATIC
ROLLOVER AMENDMENTS for

      


      Plan
Name:  Cabot
Microelectronics Corporation 401(k) Plan

      Fidelity
5-digit Plan Number:  47607

      


      PREAMBLE

      


      Adoption
and Effective Date of Amendment.  This amendment of the Plan is
adopted to reflect the automatic rollover rules enacted as part of the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is
intended as good faith compliance with the requirements of EGTRRA and is to be
construed in accordance with EGTRRA and guidance issued
thereunder.  This amendment shall be effective March 28, 2005, unless
a later effective date is elected below.

      


      Supersession
of Inconsistent Provisions.  This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

      
        	
                 
      

              	
                Cash Out of
      Small Accounts. If the Employer elects to apply this provision,
      then $1,000 is not substituted for $5,000 each time it appears in Section
      13.02.

              


      

      
        	
                 
      

              	
                 ̈

              	
                This
      election shall apply effective March 28, 2005, unless a later effective
      date is specified
  herein_________________________.

              


      

      


      Note:  Mandatory
distributions in excess of $1,000 are subject to the automatic rollover
provisions of Section 13.02.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
CORPORATEplan for
RetirementSM

      


      ADDENDUM
TO ADOPTION AGREEMENT

      FIDELITY
BASIC PLAN DOCUMENT No. 02

      


      RE: Roth Deferral
Contributions

      Plan
Name:  Cabot
Microelectronics Corporation 401(k) Plan

      Fidelity
5-digit Plan Number:  47607

      


      PREAMBLE

      


      Adoption
and Effective Date of Amendment.  This amendment of the Plan is
adopted to reflect the final regulations under Code sections 401(k) and 401(m)
and under Code section 402A as added by section 617 of the Economic Growth and
Tax Relief Reconciliation Act of 2001. This amendment is intended as good faith
compliance with the requirements of Code sections 401(k), 401(m) and 402A and is
to be construed in accordance with guidance issued thereunder.  This
amendment shall be effective as provided below.

      


      Supersession
of Inconsistent Provisions.  This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

      


      Roth
Deferral Contributions

      


      
        	
                 
      

              	
                (a)  ̈ Roth
      Deferral Contributions.  A Participant
      shall be permitted to irrevocably designate a portion or all of the
      Participant’s Deferral Contributions the Participant is otherwise eligible
      to make under the Plan as Roth Deferral Contributions, pursuant to Section
      5.03(c).

              


      

      


      
        	
                (1)  

              	
                 ̈ Roth Deferral
      Contributions are permitted effective _________________ (must be January
      1, 2006 or later).

              


      

      


      
        	
                (2)  

              	
                 ̈ Roth
      Deferral Contributions will no longer be permitted on or after
      _____________________.

              


      

      


      
        	
                 
      

              	
                (b)  ̈ Roth Direct
      Rollovers.  An Employee otherwise eligible to make a
      rollover contribution under the Plan shall be permitted to make Roth
      direct rollover contributions to the Plan, pursuant to Section
      5.03(c).

              


      

      


      
        	
                (1)  

              	
                 ̈ Roth
      direct rollover contributions are permitted
      effective______________________(must be January 1, 2006 or
      later).

              


      

      


      
        	
                (2)  

              	
                 ̈ Roth
      direct rollover contributions will no longer be permitted on or after
      _____________________.

              


      

      


      


      Amendment
Execution

      IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of ________________, ______.

      


      Employer:                                                                        Employer:                                                            

      By:               By:               

      Title:               Title:               

      


      Accepted
by:  Fidelity Management Trust Company, as Trustee

      By:               Date:               

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
CORPORATEplan for
RetirementSM

      ADDENDUM
TO ADOPTION AGREEMENT

      FIDELITY
BASIC PLAN DOCUMENT No. 02

      


      RE: Automatic Enrollment
Contributions

      


      Plan
Name:  Cabot
Microelectronics Corporation 401(k) Plan

      


      Fidelity
5-digit Plan Number:  47607

      


      PREAMBLE

      


      Adoption
and Effective Date of Amendment.  This amendment of the Plan is
adopted to reflect certain provisions of the Pension Protection Act of
2006.  This amendment is intended as good faith compliance with the
PPA and such regulations and is to be construed in accordance with applicable
guidance.  This amendment shall be effective with respect to The
CORPORATEplan for
RetirementSM on
March 1, 2007, and with respect to the Employer’s Plan as provided
below.

      


      Supersession
of Inconsistent Provisions.  This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

      


      Automatic
Enrollment Contributions

      


      
        	
                 
      

              	
                (a)

              	
                 ̈

              	
                Automatic
      Enrollment Contributions. Beginning on the effective date of this
      Subsection (a) specified below (the “Automatic Enrollment Effective Date”)
      and subject to the remainder of this Subsection (a), unless an Eligible
      Employee affirmatively elects otherwise, his Compensation will be reduced
      by _____% (the “Automatic Enrollment Rate”), such percentage to be
      increased in accordance with Subsection (b) (if applicable), for each
      payroll period in which he is an Active Participant, beginning as
      indicated in (1) below, and the Employer will make a  pre-tax
      Deferral Contribution in such amount on the Participant's behalf in
      accordance with the provisions of Section 5.03 of the Basic Plan
      Document (an “Automatic Enrollment
  Contribution”).

              


      

      


      
        	
                 
      

              	
                Automatic
      Enrollment Effective
  Date:  _________________

              


      

      


      
        	
                 
      

              	
                (1)

              	
                With
      respect to an affected Participant, Automatic Enrollment Contributions
      will begin as soon as administratively feasible on or after (check
      one):

              


      

      


      
        	
                 
      

              	
                (A)

              	
                 ̈

              	
                The
      Participant's Entry Date.

              


      

      
        	
                 
      

              	
                (B)

              	
                 ̈

              	
                (minimum
      of 30) days following the Participant's date of hire, but no sooner than
      the Participant's Entry Date.

              


      

      Within a
reasonable period ending no later than the day prior to the date Compensation
subject to the reduction would otherwise become available to the Participant, an
Eligible Employee may make an affirmative election not to have Automatic
Enrollment Contributions made on his behalf.  If an Eligible Employee
makes no such affirmative election, his Compensation shall be reduced and
Automatic Enrollment Contributions will be made on his behalf in accordance with
the provisions of this Subsection (a), and Subsection (b), if applicable,
until such Active Participant elects to change or revoke such Deferral
Contributions as provided in Subsection 1.07(a)(1).  Automatic
Enrollment Contributions shall be made only on behalf of Active Participants who
are first hired by the Employer on or after the Automatic Enrollment Effective
Date and do not have a Reemployment Commencement Date, unless otherwise provided
below.

      
        	
                 
      

              	
                (2)

              	
                 ̈

              	
                Additionally,
      subject to the Note below, unless such affected Participant affirmatively
      elects otherwise within the reasonable period established by the Plan
      Administrator, Automatic Enrollment Contributions will be made with
      respect to the Employees described below. (check all that
      apply):

              


      

      
        	
                 
      

              	
                 (A)

              	
                 ̈

              	
                Inclusion
      of Previously Hired Employees.  On the later of the date
      specified in Subsection (a)(1) with regard to such Eligible Employee or as
      soon as administratively feasible on or after the 30th day following the
      Notification Date specified in (iii) below, Automatic Enrollment
      Contributions will begin for the following Eligible Employees who were
      hired before the Automatic Enrollment Effective Date and have not had a
      Reemployment Commencement Date. (Check (i) or (ii), complete (iii), and
      complete (iv), if applicable.)

              


      

      
        	
                 
      

              	
                (i)

              	
                 ̈

              	
                Unless
      otherwise elected in (iv) below, all such Employees who
      have never had a Deferral Contribution election in
  place.

              


      

      
        	
                 
      

              	
                (ii)

              	
                 ̈

              	
                Unless
      otherwise elected in (iv) below, all such Employees who have never had a
      Deferral Contribution election in place and were hired by the Employer
      before the Automatic Enrollment Effective Date, but after the following
      date: .

              


      

      
        	
                 
      

              	
                (iii)

              	
                Notification
      Date: _____________.  (Date must be on or after the Automatic
      Enrollment Effective Date.)

              


      

      
        	
                 
      

              	
                (iv)

              	
                 ̈

              	
                In
      addition to the group of Employees elected in (i) or (ii) above, any
      Employee described in (i) or (ii) above, as applicable, even if he has had
      a Deferral Contribution election in place previously, provided he is not
      suspended from making Deferral Contributions pursuant to the Plan and has
      a deferral rate of zero on the Notification
  Date.

              


      

      
        	
                 
      

              	
                 (B)

              	
                 ̈

              	
                Inclusion
      of Rehired Employees.  Unless otherwise stated herein, each
      Eligible Employee having a Reemployment Commencement Date on the date
      indicated in Subsection (a)(1) above.  If Subsection
      (a)(2)(A)(ii) is selected, only such Employees with a Reemployment
      Commencement on or after the date specified in Subsection (a)(2)(A)(ii)
      will be automatically enrolled.  If Subsection (a)(2)(A) is not
      selected, only such Employees with a Reemployment Commencement on or after
      the Automatic Enrollment Effective Date will be automatically
      enrolled.  If Subsection (a)(1)(B) has been elected above, for
      purposes of Subsection (a)(1) only, such Employee’s Reemployment
      Commencement Date will be treated as his date of
  hire.

              


      

      Note:  Once a
Participant who has received notice of the automatic enrollment provisions
applicable to him makes an affirmative election following the effective date of
the Employer's election of this Subsection (a) not to have Automatic Enrollment
Contributions made on his behalf, he shall not be subject to a further automatic
enrollment pursuant to this Subsection (a).

      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                Automatic
      Deferral Increase (Choose only if Automatic Enrollment Contributions are
      elected in Subsection (a) above) - Unless an Eligible Employee
      affirmatively elects otherwise after receiving appropriate notice,
      Deferral Contributions for each Active Participant having Automatic
      Enrollment Contributions made on his behalf shall be increased annually by
      the whole percentage of Compensation stated in (1) below until the
      deferral percentage stated in Section 1.07(a)(1) is reached (except that
      the increase will be limited to only the percentage needed to reach the
      limit stated in Section 1.07(a)(1), if applying the percentage in (1)
      would exceed the limit stated in Section 1.07(a)(1)), unless the Employer
      has elected a lower percentage limit in Subsection (b)(2)
      below.

              


      

      
        	
                 
      

              	
                 (1)

              	
                Increase
      by _____%
      (not to exceed
      10%) of Compensation.  Such increased Deferral
      Contributions shall be pre-tax Deferral Contributions regardless of any
      election made by the Participant to have any portion of his Deferral
      Contributions treated as a Roth 401(k)
  Contribution.

              


      

      
        	
                 
      

              	
                 (2)

              	
                 ̈

              	
                Limited
      to _____% of Compensation (not to exceed the percentage
      indicated in Subsection
1.07(a)(1).

              


      

      


      
        	
                (3)  

              	
                Notwithstanding
      the above, the automatic deferral increase shall not apply to a
      Participant within the first six months following the date described in
      Subsection (a)(1) hereof.

              


      

      


      
        	
                 
      

              	
                 (c)

              	
                o

              	
                Change to
      Addendum Provisions.  The Employer has amended the
      provisions of Subsection (a) and/or (b) to be as indicated above on the
      following effective date:
________________.

              


      

      


      Amendment
Execution

      IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of ________________, ______.

      


      Employer:                                                                        Employer:                                                                          

      By:               By:               

      Title:               Title:               

      


      Accepted
by:  Fidelity Management Trust Company, as Trustee

      By:               Date: