Exhibit 10.34


    
      

    

    


    


     

     

    


    
      
        

      



     

     

     

     

    Code
      of Business Conduct

     

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Cabot
      Microelectronics Corporation Code of Business Conduct

    


    
      	
              0.0

            	
              CABOT
                MICROELECTRONICS CORPORATION’S VISION AND
                VALUES

            
	 	 	 	 	 
	
              1.0

            	
              A
                LETTER FROM THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
                OFFICER

            
	 	 	 	 	 
	
              2.0

            	
              INTRODUCTION

            
	 	 	 	 	 
	
              3.0

            	
              YOU
                AND YOUR JOB AT CABOT MICROELECTRONICS

            
	 	
              3.1

            	
              Communications
                Channels

            
	 	
              3.2

            	
              Personal
                Conduct

            
	 	
              3.3

            	
              Work
                Environment

            
	 	
              3.4

            	
              Employee
                Privacy

            
	 	
              3.5

            	
              Protecting
                CMC’s Assets

            
	 	 	
              3.5.1

            	
              Physical
                Assets

            
	 	 	
              3.5.2

            	
              Financial
                Assets

            
	 	 	
              3.5.3

            	
              CMC
                Information and Communication Systems

            
	 	 	
              3.5.4

            	
              Proprietary
                Information

            
	 	 	 	
              3.5.4.1

            	
              Inadvertent
                Disclosure

            
	 	 	 	
              3.5.4.2

            	
              Direct
                Requests for Information and Contacts with the Press, Analysts and
                Others

            
	 	 	 	
              3.5.4.3

            	
              Using
                Proprietary Information

            
	 	 	
              3.5.5

            	
              CMC
                Intellectual Property Rights

            
	 	 	
              3.5.6

            	
              Leaving
                CMC

            
	 	 	
              3.5.7

            	
              Legal
                Remedies

            
	 	
              3.6

            	
              Recording,
                Reporting and Retaining Information

            
	 	
              3.7

            	
              Authority
                to Make Commitments on Behalf of CMC

            
	 	 	 	 	 
	
              4.0

            	
              DEALING
                WITH OTHERS OUTSIDE OF CABOT MICROELECTRONICS

            
	 	
              4.1

            	
              Bribes,
                Gifts and Entertainment

            
	 	 	
              4.1.1

            	
              Business
                Amenities

            
	 	 	
              4.1.2

            	
              Receiving
                Gifts

            
	 	 	
              4.1.3

            	
              Referral
                Fees

            
	 	 	
              4.1.4

            	
              Giving
                Gifts

            
	 	 	
              4.1.5

            	
              Relationships
                with Government Employees

            
	 	 	
              4.1.6

            	
              Public
                Official and Campaign Visits, Speaking Engagements and
                Honoraria

            
	 	
              4.2

            	
              Complying
                with Laws

            
	 	 	
              4.2.1

            	
              Competition

            
	 	 	
              4.2.2

            	
              Export

            
	 	 	
              4.2.3

            	
              Antiboycott

            
	 	 	
              4.2.4

            	
              Import

            
	 	 	
              4.2.5

            	
              The
                Environment

            
	 	 	
              4.2.6

            	
              Lobbying

            
	 	 	
              4.2.7

            	
              Accounting
                and Disclosure Obligations

            
	 	 	 	 	 
	
              5.0

            	
              FURTHER
                GUIDANCE REGARDING WORKING WITH CUSTOMERS, SUPPLIERS AND OTHER OUTSIDE
                PARTIES

            
	 	
              5.1

            	
              Avoiding
                Misrepresentation

            
	 	
              5.2

            	
              Dealing
                with Suppliers

            
	 	 	
              5.2.1

            	
              Avoiding
                Reciprocal Dealing

            
	 	
              5.3

            	
              Competing
                in the Field

            
	 	 	
              5.3.1

            	
              Working
                with Customers and Avoiding False and Misleading Statements about
                Competitors

            
	 	
              5.4

            	
              Relationships
                with Other Organizations

            
	 	 	
              5.4.1

            	
              Complementary
                Third Parties

            
	 	 	
              5.4.2

            	
              Business
                Contacts with Competitors

            
	 	 	
              5.4.3

            	
              Prohibitions

            
	 	
              5.5

            	
              Acquiring
                and Using Information about Others

            
	 	
              5.6

            	
              Information
                Owned by Others

            
	 	 	
              5.6.1

            	
              Receiving
                Information that May Be Confidential or Have Restrictions on Its
                Use

            
	 	 	
              5.6.2

            	
              Acquiring
                Software

            
	 	
              5.7

            	
              Using
                Trademarks

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              6.0

            	
              YOUR
                OWN ACTIVITIES

            
	 	
              6.1

            	
              Conflicts
                of Interest

            
	 	 	
              6.1.1

            	
              Assisting
                a Competitor

            
	 	 	
              6.1.2

            	
              Competing
                against CMC

            
	 	 	
              6.1.3

            	
              Supplying
                CMC

            
	 	 	
              6.1.4

            	
              Personal
                Financial Interests

            
	 	 	 	
              6.1.4.1

            	
              Publicly
                Traded Securities

            
	 	 	 	
              6.1.4.2

            	
              Closely
                Held Organizations

            
	 	 	
              6.2

            	
              Using
                Inside Information and Insider Trading

            
	 	 	
              6.3

            	
              Using
                CMC's Time and Assets

            
	 	 	
              6.4

            	
              Public
                Service

            
	 	 	
              6.5

            	
              Participation
                in Political Life

            
	 	 	 	
              6.5.1

            	
              Speaking
                Out

            
	 	 	
              6.6

            	
              Someone
                Close to You Working in the Industry

            
	 	 	 	 	 
	
              7.0

            	
              SOME
                ADDITIONAL GUIDANCE

            
	 	 	 	 	 
	
              8.0

            	
              CODE
                OF BUSINESS CONDUCT CERTIFICATION


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    0.0
      CABOT MICROELECTRONICS CORPORATION’S VISION AND VALUES

    


    Vision

    


    Be
      the
      world leader in shaping, enabling and enhancing the performance of surfaces.
      Our
      mission is to modify surfaces at the atomic level to deliver revolutionary
      performance. Our purpose is perfecting the surfaces of tomorrow.

    


    Values

    


    Integrity

    
      	 	
              ·

            	
              We
                are honest and ethical in all of our dealings with all of our employees,
                customers, business partners, suppliers, competitors, and other
                stakeholders.

            


    

    
      	 	
              ·

            	
              We
                adhere to all laws, regulations, and our business
                practices.

            


    

    


    Respect

    
      	 	
              ·

            	
              We
                value people’s differences.

            


    

    
      	 	
              ·

            	
              We
                value diverse opinions, we listen and
                learn.

            


    

    
      	 	
              ·

            	
              We
                treat people fairly and respect their need for work/life
                balance.

            


    

    
      	 	
              ·

            	
              We
                provide honest, constructive, and discreet
                feedback.

            


    

    


    Courage

    
      	 	
              ·

            	
              We
                have the strength and willingness to take risks and do what is
                right.

            


    

    


    Accountability

    
      	 	
              ·

            	
              We
                admit mistakes, we learn from our mistakes, we ask for
                help.

            


    

    
      	 	
              ·

            	
              We
                take ownership and responsibility for our actions and
                performance.

            


    

    
      	 	
              ·

            	
              We
                take initiative to make a difference and to
                help.

            


    

    
      	 	
              ·

            	
              We
                focus on results.

            


    

    
      	 	
              ·

            	
              We
                recognize and celebrate our
                successes.

            


    

    


    Excellence

    
      	 	
              ·

            	
              We
                value the talent, ambition, and drive of each employee to be his
                or her
                best and to achieve superior
                results.

            


    

    


    


    1.0
      A LETTER FROM THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
      OFFICER

    


    Dear
      Fellow CMC Employee: 

    


    This
      Code
      of Business Conduct essentially is about Cabot Microelectronics’ Vision and
      Values, which are the foundation of our company, and which we have recently
      revised, after thoughtful analysis by a team of our fellow employees throughout
      the business, to more comprehensively reflect our business today. The majority
      of our Values - Integrity, Respect and Accountability - remain the same, and
      along with our Vision, act as the starting point for all of our actions.


    


    Each
      employee has the responsibility to act according to our Vision and Values.
      CMC
      operates in one of the most competitive and fast-moving industries, and this
      environment emphasizes the importance of each employee's responsibility to
      exercise sound business judgment and act ethically. This Code of Business
      Conduct gives you the basic guidelines for understanding your responsibilities.
      

    


    While
      we
      each know that ethical behavior is important in its own right, it also is
      essential to our business success because it fosters our relationships with
      our
      customers, suppliers, communities in which we operate, and other
      stakeholders.

    


    We
      ask
      you to read our Code of Business Conduct, follow it, and continue to exhibit
      the
      Vision and Values and ethical conduct that have been a fundamental principle
      of
      our company since our beginning. 

    


    William
      P. Noglows

    Chairman,
      President and Chief Executive Officer 

    October,
      2005


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.0
      INTRODUCTION

    


    At
      Cabot
      Microelectronics Corporation, the Chief Executive Officer and other executive
      officers, along with CMC’s Board of Directors, are responsible for setting
      standards of business ethics and overseeing compliance with these standards
      for
      CMC and its subsidiaries (“CMC”). It is the individual responsibility of each
      employee (including directors and officers) of CMC and its subsidiaries (“CMC
      employees”) to comply with these standards. 

    


    As
      CMC
      employees, we frequently encounter a variety of ethical and legal questions.
      We
      should decide these situations in ways that are consistent with CMC’s Vision and
      Values. CMC expects all employees to obey the law and to act ethically. CMC’s
      Code of Business Conduct provides general guidance for resolving a variety
      of
      legal and ethical questions for CMC employees. 

    


    Because
      rapid changes in our business and industry present new ethical and legal issues
      on an ongoing basis, no one set of guidelines should be considered the
      definitive statement for all circumstances. If you have any questions about
      interpreting or applying this Code of Business Conduct--or about guidelines
      and
      procedures published by CMC or its subsidiaries or operating units --it is
      your
      responsibility to consult your manager, the Human Resources Department or the
      Office of the CMC General Counsel. A violation of any CMC guidelines or this
      Code of Business Conduct can result in disciplinary action, including dismissal.
      

    


    Each
      section of this Code of Business Conduct covers an area in which we have
      responsibilities to CMC as employees: 

    
      	 	
              -

            	
              Personal
                conduct and protection of CMC’s assets


            


    

    
      	 	
              -

            	
              Obligations
                in conducting CMC’s business with other people and organizations
                

            


    

    
      	 	
              -

            	
              Conflicts
                of interest and other considerations affecting CMC that may arise
                from our
                own activities

            


    

    


    Our
      responsibilities as CMC employees generally can be summarized as:

    
      	 	
              -

            	
              Acting
                according to CMC’s Vision and
                Values

            


    

    
      	 	
              -

            	
              Acting
                honestly

            


    

    
      	 	
              -

            	
              Treating
                others fairly

            


    

    
      	 	
              -

            	
              Protecting
                CMC’s physical and intellectual
                property

            


    

    
      	 	
              -

            	
              Avoiding
                conflicts of interest

            


    

    
      	 	
              -

            	
              Complying
                with laws

            


    

    


    While
      CMC
      employees are expected to comply with all of the provisions of CMC’s Code of
      Business Conduct, certain sections of the Code will be more applicable to
      certain of our employees, depending on their job responsibilities (for example,
      Section 5 will be especially informative for those CMC employees whose jobs
      involve working with our customers, suppliers or other outside organizations,
      like research universities or laboratories).

    


    3.0
      YOU AND YOUR JOB AT CMC

    


    3.1
      Communications Channels

    


    If
      you
      know of an unlawful or unethical situation, or become aware of or are concerned
      about any violation or potential violation of the Code of Business Conduct,
      you
      should immediately tell CMC whatever you know or have heard about it; you can
      do
      so in one of several ways. Contacting your manager is the best place to start,
      but you can also contact CMC’s Human Resources Department, CMC counsel,
      including CMC’s General Counsel, who has been designated CMC’s Compliance
      Officer, CMC’s Director of Internal Audit, or any other CMC manager.


    


    To
      report any concern you may have, you may contact us in person, on the phone,
      through email, or in writing, either by identifying yourself or
anonymously:

    


    
      	 	
              -

            	
              You
                may call the CMC
                Ethics Line at 630/499-2702 (either direct or
                collect);

            


    

    


    
      	 	
              -

            	
              You
                may send an email
                to Ethics_Email@cabotcmp.com;

            


    

    


    
      	 	
              -

            	
              You
                may contact directly any member of our Board of Directors, including
                any
                member of our Board’s Audit Committee by sending an email
                to Audit_Committee@cabotcmp.com;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              -

            	
              We
                also have instituted an independent, multi-language contact that
                you may
                access from the places in which we do business in a wide variety
                of
                languages:

            


    

    


    
      	 	
              -

            	
              via
                email
                to www.listenupreports.com

            


    

    


    
      	 	
              -

            	
              via
                letter
                to Listen Up Reports, Box 274, Highland Park, IL, USA,
                60035

            


    

    


    
      	 	
              -

            	
              via
                phone, per country:

            


    

    


    China:
      10-800-130-0614

    France:
      0800-909-260

    Germany:
      0800-182-4524

    Japan:
      0053-113-0898

    Korea:
      0030-813-1350

    Singapore:
      0800-130-1147

    Taiwan:
      0800-114-8528

    United
      Kingdom: 0800-032-5546

    United
      States: 866-398-0010

    


    CMC
      will
      promptly review your report of unlawful or unethical conduct, and CMC will
      not
      tolerate threats or acts of retaliation against you for notifying us of your
      concerns. 

    


    3.2
      Personal Conduct

    


    We
      should
      never take for granted CMC's reputation for integrity and business ethics -
      it’s
      in each of our hands. To maintain that reputation, you must follow all of CMC’s
      Code of Business Conduct and exercise good judgment in your decisions and
      actions. 

    


    If
      CMC
      finds that your conduct on or off the job adversely affects your performance,
      that of other employees, or CMC’s legitimate business interests, you can be
      subject to disciplinary measures, including dismissal. 

    


    3.3
      Work Environment

    


    CMC
      strives to maintain a healthy, safe and productive work environment that is
      free
      from discrimination or harassment based on race, color, religion, sex, sexual
      orientation, age, national origin, disability, or other factors that are
      unrelated to CMC’s legitimate business interests. CMC will not tolerate sexual
      advances, actions or comments or racial or religious slurs, jokes or any other
      comments or conduct in the workplace that creates, encourages or permits an
      offensive, intimidating or inappropriate work environment. 

    


    If
      you
      believe that you are subject to such conduct, or have observed others subject
      to
      such conduct, you should tell CMC through any of the communication channels
      that
      you feel most comfortable in using - your manager, the Human Resources
      Department, CMC counsel, or any of the communications channels referenced above.
      Your complaint of such conduct will be reviewed promptly. Employees who are
      found to have engaged in harassment or discrimination, or to have misused their
      positions of authority in this regard, will be subject to disciplinary measures,
      including dismissal. 

    


    Other
      conduct that is prohibited because of its adverse impact on the work environment
      includes: (1) threats; (2) violent behavior; (3) the possession of weapons
      of
      any type; (4) the use of recording devices, including videophones and Web
      cameras, for other than management approved purposes; and (5) the use,
      distribution, sale or possession of illegal drugs or any other controlled
      substance, except for approved medical purposes. In addition, employees should
      not be on CMC premises, in the CMC work environment or at CMC-sponsored events
      if they are under the influence of or affected by illegal drugs, controlled
      substances used for nonmedical purposes or alcoholic beverages. Consumption
      of
      alcoholic beverages on CMC premises is only permitted, with prior management
      approval, for company-sponsored events. 

    


    3.4
      Employee Privacy

    


    CMC
      and
      CMC authorized companies and individuals collect and maintain personal
      information that relates to your employment, including compensation, medical
      and
      benefit information. Because CMC is a global organization with business
      processes, management structures and technical systems that cross country
      borders, you acknowledge that, to run its business, CMC and its authorized
      companies may transfer personal information about you as a CMC employee to
      any
      of the countries where we do business. While not all countries have a data
      protection law, CMC has world-wide policies that are intended to protect
      information wherever it is stored or processed. For example, access to your
      personal information is restricted to people with a need to know. Personal
      information is normally released to outside parties only with employee approval,
      except that CMC and authorized companies and individuals may also release
      personal information to verify employment, to satisfy the legitimate
      requirements of a company or other entity which is considering acquiring some
      of
      CMC's business operations, or for appropriate investigatory, business or legal
      reasons. Employees who have access to personal information must ensure that
      the
      information is not disclosed in violation of CMC's policies or practices.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Personal
      items, messages or information that you consider personal or private should
      not
      be placed or kept anywhere in the CMC workplace, such as in telephone systems,
      office systems, electronic files, desks, credenzas, lockers, or offices. CMC’s
      management has the right to access those areas and any other CMC furnished
      facilities. Additionally, in order to protect its employees and assets, CMC
      may
      ask to search an employee's personal property, including briefcases and bags,
      located on or being removed from CMC locations; the employee is expected to
      cooperate with such a request. Employees, however, should not access another
      employee's workspace, including electronic files, without prior approval from
      management. 

    


    3.5
      Protecting CMC's Assets

    


    CMC
      has a
      large variety of assets. Many are of great value to CMC's competitiveness and
      success as a business. They include our physical assets and our extremely
      valuable proprietary information, such as CMC's intellectual property and CMC’s
      confidential information. 

    


    Protecting
      all of these assets is critical. Their loss, theft or misuse jeopardizes the
      future of CMC. 

    


    You
      are
      personally responsible for protecting CMC’s property entrusted to you and for
      helping to protect the company's assets in general. To do this, you should
      be
      aware of and understand CMC's security and information protection procedures.
      You should be alert to any situations or incidents that could lead to the loss,
      misuse or theft of company assets and property. You should report all such
      situations to your manager or the Office of the General Counsel as soon as
      they
      come to your attention. 

    


    Let’s
      review the types of assets you should be concerned about protecting, and your
      related responsibilities. 

    


    3.5.1
      Physical Assets

    


    CMC's
      physical assets, such as equipment, systems, facilities, corporate charge cards
      and supplies, must be used only for conducting CMC's business or for purposes
      authorized by management. 

    


    3.5.2
      Financial Assets

    


    CMC’s
      financial assets and funds must be used properly, accurately, and only for
      conducting CMC’s business. No undisclosed or unrecorded fund or asset of CMC may
      be established for any purpose. No entity, fund or asset of CMC may be created
      or maintained for any purpose that is not properly reflected in CMC’s books and
      records. No payment on behalf of CMC may be approved or made with the intention,
      understanding or awareness that any part of such payment is to be used for
      any
      purpose other than that described by the documents supporting the
      payment.

    


    3.5.3
      CMC Information and Communication Systems

    


    CMC's
      information and communication systems, including CMC connections to the
      Internet, are vital to CMC's business; you should only use them for appropriate
      purposes. You can use them for conducting CMC business or for other incidental
      purposes authorized by your management or by applicable CMC guidelines, such
      as
      those on Internet use. For example, it is inappropriate to use CMC systems
      to
      visit Internet sites that feature sexual content or that advocate intolerance
      of
      others. It is also inappropriate to use them in a manner that interferes with
      your productivity or the productivity of others. You are responsible to ensure
      that your use of CMC systems is appropriate; inappropriate use of our systems
      is
      a misuse of CMC assets. 

    


    3.5.4
      Proprietary Information

    


    CMC
      proprietary information is any information that is owned by CMC, including
      information in CMC databases. Much, but not all, of CMC proprietary information
      is confidential. It may also be subject to copyright, patent or other
      intellectual property or legal rights. Proprietary information includes such
      things as: CMC's technical, manufacturing or scientific information relating
      to
      current and future products, offerings, and research; formulas and formulations;
      work instructions; business or marketing plans or projections; earnings and
      other financial data; personnel information including organizational changes;
      and software. 

    


    CMC's
      proprietary information is the result of the ideas and hard work of many of
      your
      fellow employees and of substantial investments by CMC in planning, research
      and
      development. This information, particularly CMC confidential information, gives
      CMC a competitive advantage in the marketplace, and CMC would be damaged if
      its
      competitors learned of it. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      value
      of CMC's proprietary information is well known not only to CMC's competitors
      but
      also to others in the industry, such as security analysts, members of the press,
      and consultants. CMC would be harmed by unauthorized disclosures of its
      proprietary information to, or the unauthorized use of that information by,
      any
      of those people. For example, unauthorized disclosure of an unannounced CMC
      product can hurt us by giving competitors more time to match our product. Or,
      unauthorized disclosure of financial information or issues with particular
      suppliers or customers, whether positive or negative, can impact our stock
      and
      our responsibilities with respect to securities laws. Another example is
      unauthorized disclosure of an unannounced organizational or personnel change
      that can adversely affect employee morale and can interfere with our
      plans.

    


    As
      a CMC
      employee, you will have access to information that CMC considers proprietary.
      Given outside interest in CMC and the increasingly competitive nature of our
      industry, you might come into contact with someone who is interested in
      acquiring CMC proprietary information. It is critical that you do not disclose
      or distribute that information except as authorized by CMC and that you follow
      all CMC safeguards for protecting that information. 

    


    3.5.4.1
      Inadvertent Disclosure

    


    You
      should be careful to avoid the inadvertent disclosure of proprietary
      information. 

    


    To
      avoid
      inadvertent disclosure, never discuss with any unauthorized person proprietary
      information that CMC considers confidential or which CMC has not made public.
      Furthermore, you should not discuss such information even with authorized CMC
      employees if you are in the presence of others who are not authorized—for
      example, at a trade show reception or in a public area, such as an airplane,
      or
      when using a cellular or wireless telephone or an electronic bulletin board
      or
      database. You should also not discuss such information with family members
      or
      with friends, who might innocently or unintentionally pass the information
      on to
      someone else. 

    


    Finally,
      keep in mind that a harmful disclosure may start with the smallest leak of
      bits
      of information. Fragments of information you disclose may be pieced together
      with fragments from other sources to form a fairly complete picture.


    


    3.5.4.2
      Direct Requests for Information and Contacts with the Press, Analysts and Others
      

    


    CMC’s
      business activities are monitored closely by reporters, industry consultants
      and
      securities analysts. You should not initiate contact with these individuals
      or
      groups or respond to their inquiries without authorization as follows:


    


    Reporters
      - CMC Chief Financial Officer

    Consultants
      - CMC Chief Financial Officer 

    Securities
      Analysts - CMC Investor Relations 

    


    Similarly,
      if you receive a request for information on CMC from an attorney, investigator,
      law enforcement official, or government official or agency, you should not
      respond to their inquiries and instead refer the request to CMC’s General
      Counsel or Associate General Counsel - Intellectual Property.

    


    If
      you do
      not know what functional area a questioner should be referred to, ask your
      manager before responding. 

    


    3.5.4.3
      Using Proprietary Information

    


    Besides
      your obligation to protect CMC proprietary information from unauthorized
      disclosure or distribution, you are also required as an employee to use such
      information only in connection with CMC's business. This obligation applies
      whether or not you developed the information yourself, and it applies by law
      in
      virtually all countries in which CMC does business. 

    


    3.5.5
      CMC Intellectual Property Rights

    


    When
      you
      joined CMC or its predecessor in interest, or at the time we became an
      independent company, you were required to sign an agreement under which you,
      as
      an employee of CMC, assumed specific obligations relating to intellectual
      property as well as the treatment of confidential information. Among other
      things in the agreement, you assign to CMC all of your right, title, and
      interest in intellectual property you develop. The intellectual property you
      assign includes such things as ideas, inventions, computer programs and
      documents which relate to CMC's actual or anticipated business, research or
      development or that are suggested by, or result from, work or tasks you perform
      for, or on behalf of, CMC. Subject to the laws of each country, this obligation
      applies no matter where or when--at work or after hours--such intellectual
      property is created. You must report that intellectual property to CMC, and
      protect it like any other proprietary information of the company. However,
      if
      you believe that your idea, invention, computer program, or other material
      neither falls within the area of CMC's actual or anticipated business interests,
      nor resulted from, nor was suggested by, any of your work assignments at CMC,
      you should discuss it with CMC’s Associate General Counsel - Intellectual
      Property. Throughout your employment with CMC, you should receive advice and
      direction from CMC’s Associate General Counsel - Intellectual Property before
      taking any action with respect to an invention that may be patentable, and
      provide her with copies of any patent you have applied for or obtained outside
      of CMC.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.5.6
      Leaving CMC

    


    If
      you
      cease to be an employee of CMC for any reason, you must return all CMC property,
      including documents and media which contain CMC proprietary information, and
      you
      may not disclose or use CMC proprietary information, including CMC confidential
      information. Also, CMC's ownership of intellectual property that you created
      while you were a CMC employee continues after you leave the company.


    


    3.5.7
      Legal Remedies

    


    Regrettably,
      there have been cases in which CMC's physical, financial or intellectual
      property assets have been wrongfully taken or misused, or employees or former
      employees have violated their agreements with CMC with respect to protecting
      our
      property or refraining from competing against CMC. In some of these instances,
      CMC has not limited its response to disciplinary action against offending
      employees or former employees, but has taken legal action as well. Also,
      individuals can be subject to prosecution for their actions by government
      authorities and convicted of crimes for their part in stealing CMC assets.
      

    


    CMC
      will
      continue to take every step necessary, including legal measures, to protect
      its
      assets. 

    


    3.6
      Recording, Reporting and Retaining Information

    


    You
      must
      record and report all information accurately and honestly. 

    


    Every
      employee records information of some kind and submits it to the company. For
      example: an engineer fills out a product test report; a marketing representative
      reports orders; an accountant records revenues and costs; a scientist prepares
      a
      research report; a quality technician completes a time-card; and, a product
      line
      manager makes an employee benefit claim. Each employee must accurately and
      honestly fill in reports. 

    


    One
      important report that many employees use is the expense account. Employees
      are
      entitled to reimbursement for reasonable expenses--but only if those expenses
      were actually incurred. To submit an expense account for meals not eaten, miles
      not driven, airline tickets not used or for any other expense not incurred
      is
      dishonest reporting and is prohibited. 

    


    Under
      various laws, such as tax and securities laws, environmental laws, or the
      Foreign Corrupt Practices Act, CMC is required to maintain books and records
      reflecting CMC's transactions. It is essential that these books and records
      are
      accurate. Regardless of whether reporting is required by law, dishonest
      reporting within CMC, for example to CMC management or CMC auditors or during
      an
      internal investigation, or to organizations and people outside the company,
      is
      strictly prohibited. This includes not only reporting information inaccurately
      but also organizing it in a way that is intended to mislead or misinform those
      who receive it. Employees must ensure that they do not make false or misleading
      statements in external financial reports, environmental monitoring reports
      and
      other documents submitted to or maintained for government agencies. Dishonest
      reporting can lead to civil or even criminal liability for you or CMC. Employees
      who are found to have engaged in dishonest reporting, or to have misused their
      positions of authority in this regard, will be subject to disciplinary measures,
      including dismissal.

    


    Employees
      must also comply with CMC’s Document Retention Policy in their retention and
      disposal of CMC documents, including information in any media, whether hard
      copy
      or electronic formats (e.g., email, word processing program, “pdf”). Information
      whose retention period has expired pursuant to our Document Retention Policy
      should be disposed of as soon as possible, unless it is subject to a retention
      instruction from CMC counsel.

    


    3.7
      Authority to Make Commitments on Behalf of CMC

    


    CMC’s
      management and contracting processes are designed to help CMC protect its assets
      and to provide the appropriate controls needed for CMC to run its business
      appropriately and effectively with its customers, suppliers, and other third
      parties. These processes contain well-defined authority and delegations to
      certain organizations and levels of management for pricing and certain other
      contract terms and conditions, such as the provision of samples to customers
      without charge, customer credits, return material authorizations, and barter
      arrangements. Making business commitments outside of these processes, through
      side arrangements or otherwise, is not acceptable; specifically, you should
      not
      make any oral or written commitments that create a new agreement or that
      modifies an existing agreement with a third party without approval, consistent
      with delegation levels, from the appropriate CMC organizations, such as Finance,
      Legal, Supplier Management, Global Business Team management and/or other line
      management. In addition, all such commitments must be communicated to CMC
      Finance (Accounting) to help us ensure the accuracy of CMC’s books and records.
      If you have any questions about a specific situation, you can contact CMC
      Finance or Legal personnel.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.0
      DEALING WITH OTHERS OUTSIDE OF CMC

    


    4.1
      Bribes, Gifts and Entertainment

    


    Gifts
      offered by employees of different companies vary widely. They can range from
      widely distributed advertising novelties of nominal value, which you may give
      or
      accept, to bribes, which you unquestionably may not give or accept.


    


    Gifts
      include not only material goods, but also services, promotional premiums and
      discounts. 

    


    The
      following are CMC's guidelines on giving and receiving gifts and business
      amenities. Exceptions may be approved by an executive officer, but those
      exceptions must not be prohibited by law or known customer business practice.
      

    


    4.1.1
      Business Amenities

    


    With
      management approval, you may give or accept customary business amenities, such
      as meals and entertainment, provided the expenses involved are kept at a
reasonable
      level and are not prohibited by law or known customer business practice.
      Suppliers, including CMC, frequently find it appropriate to provide education
      and briefings for their customers or suppliers. It is all right to provide
      or
      accept some services in connection with this type of activity, such as
      transportation, and food and lodging, if you have prior management approval.
      

    


    4.1.2
      Receiving Gifts

    


    Neither
      you nor any member of your family may solicit or accept from a supplier or
      customer money or a gift that could influence or could reasonably give the
      appearance of influencing CMC's business relationship with that supplier or
      customer. However, unless CMC has specified to the contrary, you may accept
      promotional premiums and discounts offered by transportation companies, hotels,
      auto rental agencies and restaurants if they are based upon membership in bonus
      programs for individuals and are offered to travelers generally. Furthermore,
      you may accept a gift of nominal value, such as an advertising novelty, when
      it
      is customarily offered to others having a similar relationship with the customer
      or supplier. If you have any doubts about a particular situation, you should
      consult your manager. 

    


    If
      you
      are offered a gift which has more than nominal value or which is not customarily
      offered to others, or money, or if either arrives at your home or office, tell
      your manager immediately. Appropriate arrangements will be made to return or
      dispose of what has been received, and the supplier or customer will be reminded
      of CMC’s policy in this regard. 

    


    4.1.3
      Referral Fees

    


    When
      authorized by CMC, you may refer customers to third party vendors, such as
      CMC’s
      distributors, transportation and shipping entities, or support organizations.
      However, CMC employees may not accept any fee, commission or other compensation
      for this activity from anyone. 

    


    4.1.4
      Giving Gifts

    


    You
      may
      not give money or any gift to an executive, official or employee (or related
      person) of any supplier, customer or any other organization if doing so would
      influence or could reasonably give the appearance of influencing the
      organization's relationship with CMC. You may, however, provide a gift of
      nominal value, such as a CMC advertising novelty, if it is not prohibited by
      law
      or the customer's, supplier’s or other organization’s known business practices.


    


    4.1.5
      Relationships with Government Employees

    


    When
      we
      are dealing with government employees or those who act on the government's
      behalf, practices that are acceptable in the commercial business environment,
      such as providing education, transportation, meals, entertainment or other
      things of value, may be entirely unacceptable, and may even violate certain
      federal, state, local or foreign laws and regulations. Therefore, you must
      be
      aware of, and adhere to, the relevant laws and regulations governing relations
      between government employees and business entities in every country where you
      conduct business. You should contact the CMC General Counsel for guidance.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    You
      must
      not give money or a gift to an official or an employee of a governmental entity
      if doing so could be reasonably construed as having any connection with CMC’s
      business relationship. U.S. and foreign laws often prohibit such actions: for
      example, the Foreign Corrupt Practices Act (FCPA), a U.S. law, makes it a crime
      to pay money or to give anything of value to a foreign official to assist the
      company or another to obtain or retain business with the government, whether
      the
      improper payment or gift is made directly by a company or indirectly through
      someone acting for the company. Any proposed payment or gift to a foreign
      official, political party or candidate must have prior review and approval
      by
      the CMC General Counsel, even if such payment or gift is common in that country.
      Keep in mind that foreign officials, under the FCPA, can include executives
      and
      employees of government-owned corporations, such as universities, and other
      entities such as industrial parks. Always ask if you have some doubt regarding
      government ownership or participation. 

    


    In
      countries where local customs call for giving gifts to customers or others
      on
      special occasions, you may, with prior approval from management and the CMC
      General Counsel, present gifts that are lawful, appropriate, and of nominal
      value, provided the action cannot be seen as seeking special favor.


    


    Furthermore,
      certain legal or ethical restrictions may exist with respect to the hiring
      by
      CMC of current or former employees of the government or their family members.
      You should consult with the CMC General Counsel before any attempts, even
      preliminary discussions, are made to hire any such persons. 

    


    4.1.6
      Public Official and Campaign Visits, Speaking Engagements and
      Honoraria

    


    CMC
      encourages public officials to make non-partisan visits to CMC locations to
      better understand our company, products, programs and our views on public policy
      issues. However, political campaigning is not allowed on CMC
      property.

    


    Likewise,
      public officials, candidates and prominent former officials may request or
      be
      invited to speak at various CMC events. We generally do not pay honoraria or
      travel expenses since in many instances such a payment would not be lawful.
      You
      should review any matters in this area with CMC’s Office of the General Counsel.


    


    4.2
      Complying with Laws

    


    CMC’s
      policy is to comply with all laws and regulations that apply to its business.
      As
      you conduct CMC's business, you may encounter a variety of legal issues,
      particularly in the areas described below. If you have questions on specific
      laws or regulations, contact CMC’s Office of the General Counsel. 

    


    4.2.1
      Competition

    


    Laws
      governing competition exist in most of the countries in which CMC does business.
      The purpose of competition laws, which also may be known as antitrust, monopoly,
      fair trade or cartel laws, is to prevent interference with the functioning
      of a
      competitive market system. While the purpose of such laws is primarily economic,
      their effect is often seen as going beyond consumer or customer welfare to
      protecting other values of society, including individual freedoms. 

    


    Under
      these laws, companies may not enter into agreements with other companies,
      including their distributors and competitors, however informally, that
      unreasonably restrict the functioning of the competitive system, such as price
      fixing, or dividing customers or territories. 

    


    Companies
      also may violate competition laws without acting jointly with other companies
      by, for example, illegally monopolizing or attempting to monopolize an industry
      or unlawfully abusing a dominant position through arrangements such as “tie-in”,
      certain pricing, or exclusive dealing arrangements. 

    


    CMC's
      policy is to comply fully with competition laws throughout the world. You can
      help by adhering to CMC’s Code of Business Conduct and related policies and
      procedures, by being sensitive to legal concerns under competition laws, and
      by
      raising any such concerns with CMC’s General Counsel. 

    


    4.2.2
      Export

    


    It
      is
      CMC’s policy to comply with the export control laws and regulations of all
      countries in which we do business. When certain CMC products and technical
      data
      are exported, CMC may have to obtain an export authorization from the U.S.
      or
      appropriate foreign government.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    It
      is
      against the law to export without authorization or to facilitate the
      unauthorized export of CMC technology. Penalties for failure to comply with
      export laws and regulations are severe and can result in fines, loss of export
      privileges for our products and imprisonment. If you have questions on
      export-related issues, talk with your manager or the CMC General Counsel.


    


    4.2.3
      Antiboycott

    


    U.S.
      law
      prohibits CMC and its subsidiaries and affiliates and their agents from
      complying with or supporting a foreign country's boycott of a country that
      is
      "friendly" to the United States. CMC is also required to report promptly to
      the
      U.S. Government any request to support a boycott or to furnish information
      concerning a boycott. A foreign country or an entity associated with the country
      could make such a request in writing, orally in connection with a transaction
      or
      in a number of other ways. Examples of improper boycott requests are requests
      that we refuse to do business with a boycotted country, including its
      corporation and citizens, or with so-called blacklisted companies who do
      business with the boycotted country or that we provide information about
      activities in a boycotted country or implement letters of credit with boycott
      conditions. If you hear of a boycott or receive a request to support a boycott
      or to provide information related to a boycott, you should contact CMC’s General
      Counsel. 

    


    4.2.4
      Import

    


    As
      an
      importer, CMC must comply with import regulations and requirements when engaging
      in international trade. Because of the continued globalization of CMC's
      business, there are many situations, some of them very subtle, in which your
      work may have import implications. For example, in addition to the obvious
      one
      in which you are importing raw materials, parts or products into the U.S. or
      another country, there may be import implications in activities, -- such as
      development process activity requiring non-U.S. sourcing, customer activity
      requiring the shipment of products to another country, or the shipment of
      samples. In addition, experience has shown that designing parts and ensuring
      accuracy of inventory of parts will have import implications whenever those
      parts will cross international borders. You need to be aware of import
      regulations and requirements, especially if you are involved in importing.
      A
      failure to comply with the law can result in fines, penalties, imprisonment
      and/or a loss of import privileges. If you have questions about imports, contact
      your manager, Director of Planning and Distribution, or the Office of the
      General Counsel. 

    


    4.2.5
      Safety, Health and the Environment

    


    CMC
      is
      committed to leadership in safety, health and environmental protection. Not
      only
      will we comply with all safety, health and environmental laws in the countries
      in which we operate, but if there is no law or if the law does not protect
      the
      safety and health of our employees and the environment, we will set and adhere
      to stringent standards of our own. Each of us must comply with safety, health
      and environmental laws and CMC's related policies. 

    


    If
      you
      are involved with processes that affect the environment, such as measuring,
      recording or reporting discharges and emissions to the environment or handling
      hazardous wastes, you must be sure to comply with environmental regulations
      and
      permits. You must also maintain CMC standards and ensure that reports are
      accurate and complete. 

    


    As
      an
      employee, you have a role to play in working in a manner that supports your
      own
      safety and health and that of others, as well as in protecting the environment.
      If you become aware of any violation of safety, health or environmental law
      or
      any action that may appear to conceal such a violation, you should immediately
      report the matter to your manager, CMC’s Director, Safety, Health and
      Environment, or to CMC’s General Counsel. 

    


    4.2.6
      Lobbying

    


    Any
      contact with government personnel for the purpose of influencing legislation
      or
      rule making, including how CMC operates in a particular country or locality,
      is
      considered lobbying. Some laws also define lobbying even more broadly to include
      our normal marketing activities. You are responsible for knowing and adhering
      to
      all the relevant lobbying laws and associated gift laws, if applicable, and
      for
      compliance with all reporting requirements. 

    


    In
      general, any and all lobbying activity related to CMC is coordinated through
      CMC’s General Counsel. You must obtain the prior approval of CMC’s General
      Counsel to lobby or authorize anyone else (for example, a consultant or agent)
      to lobby on CMC's behalf.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.2.7
      Accounting and Disclosure Obligations

    


    As
      a
      public company, CMC is required to follow strict accounting principles and
      standards, to report financial information accurately and completely, and to
      have appropriate internal controls and processes to ensure that our accounting
      and financial reporting and disclosure comply with relevant law. Each of us
      has
      an obligation to comply with these requirements and to do what is needed to
      help
      CMC comply.

    


    To
      this
      end, the rules for accounting and financial reporting require the proper
      recording of, and accounting for, revenues and expenses, and if you have
      involvement in or responsibility for these matters, you need to understand
      and
      follow these rules. Similarly, each of us needs to ensure that we comply with
      related rules, such as those that prohibit anyone from assisting others to
      account improperly or make false or misleading financial reports.

    


    Furthermore,
      CMC’s policy is to provide full, fair, accurate, timely and understandable
      disclosure in reports and documents that CMC submits to or files with the
      Securities and Exchange Commission, other regulatory bodies, and in other public
      communications made by us. The accuracy and timeliness of public disclosure
      can
      have an impact on the investment decisions of hundreds of investors. CMC's
      executive, financial, and accounting officers are responsible for assuring
      that
      the information we release to the public is free from material misstatements,
      omissions, or inaccuracies, but you must also do your part. Your first
      responsibility is to assure that all of our business is conducted in accordance
      with our Vision and Values and with this Code of Business Conduct . If you
      become aware of any facts or circumstances that cause you to believe that any
      information that has been or will be released to the public contains material
      misstatements, omissions, or inaccuracies, you are encouraged and expected
      to
      contact CMC’s General Counsel, CEO, or CFO to discuss the matter. See Section
      3.1. Communications Channels, for a complete description of the channels open
      to
      you to express any concerns about this or other matters covered by the Code
      of
      Conduct or otherwise.

    


    5.0
      FURTHER GUIDANCE REGARDING WORKING WITH CUSTOMERS, SUPPLIERS AND OTHER OUTSIDE
      PARTIES

    


    You
      must
      be ethical and lawful in all of your business dealings whether you are selling,
      buying or representing CMC in any other capacity. 

    


    Today
      CMC
      is engaged in a variety of business relationships with other companies and
      organizations, including customers, suppliers, distributors, and
      co-suppliers/original equipment manufacturers. No matter what type of
      organization you are dealing with or what its relationship is to CMC, you should
      always observe the following general standards. 

    


    5.1
      Avoiding Misrepresentation

    


    Never
      make misrepresentations or dishonest statements to anyone. If you believe that
      the other person may have misunderstood you, promptly correct any
      misunderstanding. Honesty based on clear communication is integral to ethical
      behavior. The resulting trustworthiness is essential to forming and maintaining
      sound, lasting relationships. 

    


    5.2
      Dealing with Suppliers

    


    In
      deciding among competing suppliers, we weigh the facts impartially to determine
      the best supplier. You should do so whether you are in a purchasing job, a
      local
      office or any other part of our business, and without regard to the type or
      volume of transaction. 

    


    Whether
      or not you are in a position to influence decisions involving the evaluation
      or
      selection of suppliers, you must not exert or attempt to exert influence to
      obtain "special treatment" for a particular supplier. Even to appear to do
      so
      can undermine the integrity of our established procedures. CMC uses an
      evaluation process to select the best suppliers. Prices and other information
      submitted by suppliers and our evaluation of that information are confidential
      to CMC. Employees and former employees may not use any of this information
      outside of CMC without written permission from management. It is essential
      that
      suppliers competing for our business have confidence in the integrity of not
      only our selection process but also our working relationship with them once
      they
      have been selected as a supplier. 

    


    5.2.1
      Avoiding Reciprocal Dealing

    


    Seeking
      reciprocity is contrary to CMC policy and may also be unlawful. You should
      not
      tell a prospective supplier that your decision to buy its goods or services
      is
      conditioned on the supplier's agreement to buy CMC products or
      services.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      does
      not mean that a customer of CMC cannot be a supplier to CMC or that CMC can
      never consider its other relationships with the supplier when it is evaluating
      the supplier. It simply means that CMC's decision to buy from a supplier must
      be
      made independently from that supplier's decision to buy from CMC. 

    


    5.3
      Competing in the Field

    


    CMC
      will
      compete vigorously for business. If circumstances require modified pricing
      or
      service or support terms, the modifications must be specifically approved by
      the
      appropriate level of management. Never extend any modified contract terms to
      any
      customer without prior authorization. 

     

    If
      you
      are performing a marketing or customer service or support activity, CMC expects
      you to compete not just vigorously and effectively, but lawfully and ethically
      as well. 

    


    5.3.1 Working
      with Customers and Avoiding False and Misleading Statements about
      Competitors

    


    It
      is
      CMC’s policy to sell our products and offerings on their merits, enabling our
      customers to make their choices in an unrestrained manner, based on accurate
      information. Never force, or suggest that it is a requirement that our customers
      take other CMC products or offerings as a condition of delivery of the desired
      product or offering. In addition, we will not sell a product on the condition
      that the customer will not use or purchase the products of a particular
      competitor. Also, false or misleading statements and innuendoes about
      competitors, their products or their offerings are improper. All of this type
      of
      conduct only invites disrespect from customers and complaints from competitors.
      

    


    Be
      sure
      that all comparisons to competitors and their products and offerings are
      substantiated, and that they are complete, accurate and not misleading whenever
      they are made. Certain countries prohibit comparative advertising. Advice on
      this subject is available from the Office of the General Counsel. 

    


    5.4
      Relationships with Other Organizations

    


    Frequently,
      other organizations have multiple relationships with CMC. For example, a
      co-supplier/original equipment manufacturer may be both an end user and a
      competitor. Another organization may be a CMC supplier and Customer at the
      same
      time, or a supplier to us in one aspect of its business and a competitor in
      another. Still another organization may be an agent for our customer (for
      example, a third party chemical manager), and also a competitor to us. In any
      dealings, it is important that you understand each one of the relationships
      involved, and act accordingly. 

    


    5.4.1
      Complementary Third Parties

    


    CMC
      has
      various relationships with complementary third parties, such as distributors
      and
      sales representatives, to help CMC market and support CMC’s products and
      offerings, and those relationships are governed by the arrangements we have
      with
      those third parties as well as relevant law in many countries. If your
      responsibilities bring you into contact with these third parties, and you have
      questions about how to work with them, please contact the Office of the General
      Counsel. 

    


    5.4.2
      Business Contacts with Competitors

    


    It
      is
      important to recognize when a company you are dealing with, as a supplier,
      customer, or agent to a customer of ours, is also a CMC competitor. Such
      relationships require extra care. It is inevitable that you and competitors
      will, from time to time, meet, talk and attend the same industry or association
      meetings. Many of these contacts are perfectly acceptable as long as you follow
      established procedures. Acceptable contacts include: sales to other companies
      in
      our industry and purchases from them; approved participation in joint meetings
      or interactions with mutual customers; and attendance at business shows,
      standards organizations and trade associations. But even these contacts require
      caution. If in doubt, you should seek advice from the Office of the General
      Counsel. 

    


    5.4.3
      Prohibitions

    


    In
      all
      contacts with competitors, do not discuss pricing policy, contract terms, costs,
      inventories, marketing and product plans, market surveys and studies, production
      plans and capabilities, arrangements with, or identity of, suppliers --and,
      of
      course, any other proprietary or confidential information. 

    


    Discussion
      of these subjects or collaboration on them with competitors can be illegal.
      If a
      competitor raises any of them, even lightly or with apparent innocence, you
      should object, stop the conversation immediately, and tell the competitor that
      under no circumstances will you discuss these matters. If necessary, you should
      leave the meeting.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      summary, disassociate yourself and CMC from participation in any possibly
      illegal activity with competitors; confine your communication to what is clearly
      legal and proper. Finally, report immediately to the CMC General Counsel any
      incident involving a prohibited subject. 

    


    5.5
      Acquiring and Using Information about Others

    


    In
      the
      normal course of business, it is not unusual to acquire information about many
      other organizations, including competitors. Doing so is a normal business
      activity and is not unethical in itself. In fact, CMC quite properly gathers
      this kind of information for such purposes as evaluating suppliers and
      creditworthiness. We also collect information on competitors from a variety
      of
      legitimate sources to evaluate the relative merits of their products, services,
      and marketing methods. This activity is proper and necessary in a competitive
      system. 

    


    There
      are, however, limits to the ways that information should be acquired and used,
      especially information about competitors. No company should use improper means
      to acquire a competitor's trade secrets or other confidential information.
      Illegal practices such as trespassing, burglary, wiretapping, bribery and
      stealing are obviously wrong; so is attempting to acquire a competitor's
      confidential information from the competitor's employees or CMC’s customers. CMC
      will not tolerate any form of questionable intelligence-gathering. 

    


    Information
      about other companies, especially that of our customers and suppliers, should
      be
      treated with sensitivity and discretion. Such information is often about
      individuals. Other companies are rightly concerned about their proprietary
      information, reputations and the privacy of their people. 

    


    In
      addition, individuals, such as the employees of customers and suppliers, are
      also concerned about their privacy, especially now that Internet use has become
      so widespread. CMC remains committed to protecting the privacy of personal
      information of others. CMC will only collect, use, process, and disclose an
      individual's personal information in accordance with our privacy policies and
      guidelines. 

    


    When
      working with sensitive information about other companies and individuals, you
      should use that information in the proper context and make it available only
      to
      other CMC employees with a legitimate need to know. In presenting such
      information, you should disclose the identity of the organization or individuals
      only if necessary. If disclosure is not necessary, you should present the
      information in the aggregate or by some other means. 

    


    5.6
      Information Owned by Others

    


    Like
      CMC,
      other organizations and some individuals have intellectual property, including
      confidential information, they want to protect. They are sometimes willing
      to
      disclose and allow others to use their proprietary information for a particular
      purpose. If you receive another party's proprietary information, you must
      proceed with caution to prevent any accusations that CMC misappropriated or
      misused the information. 

    


    5.6.1
      Receiving Information that May Be Confidential or Have Restrictions on Its
      Use

    


    To
      avoid
      the risk of CMC being accused of misappropriating or misusing someone's
      confidential or restricted information, there are certain steps you must take
      before receiving such information. The receipt of confidential or restricted
      information (whether oral, visual or written) must not take place until the
      terms of its use have been formally agreed to by CMC and the other party in
      a
      written agreement approved by CMC’s Associate General Counsel - Intellectual
      Property. Once another party's confidential or restricted information is
      properly in your hands, you must not use, copy, distribute or disclose that
      information unless you do so in accordance with the terms of the agreement.
      

    


    In
      any
      case, do not take the status of information for granted. If you have information
      in your possession that you believe may be confidential to a third party or
      may
      have restrictions on its use, you should consult immediately with CMC’s
      Associate General Counsel - Intellectual Property. 

    


    5.6.2
      Acquiring Software

    


    Special
      care should be taken in acquiring software from others. As intellectual
      property, software is protected by copyright, and may also be protected by
      patent or trade secret laws. Software includes computer programs in "beta"
      or
      finished form, databases and related documentation. The software may be on
      CD-ROMs or diskettes or it may reside on electronic online bulletin boards
      or
      databases. Before you accept software, access software or data on a network,
      or
      accept a license agreement, you must review the matter with CMC’s Associate
      General Counsel - Intellectual Property. The terms and conditions of any license
      agreement--such as provisions not to copy or distribute programs--must also
      be
      strictly followed. If you acquire software for your personally owned equipment,
      you should not copy any part of such software in any work you do for CMC or
      place such software on any CMC-owned computer system. This includes any copies
      of software which reside on any electronic online bulletin boards or
      databases.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    It
      is
      your responsibility to make sure that all third party software you are using
      is
      appropriately licensed and that you use it only in accordance with the terms
      of
      its license. 

    


    5.7
      Using Trademarks

    


    CMC
      and
      many other companies have trademarks--words, names, symbols or devices--that
      are
      used to identify and distinguish the company's products. Two of CMC’s most
      prominent trademarks are our logo and name, Cabot Microelectronics. Some
      trademarks are registered in the U.S. Patent and Trademark Office; others are
      not. For example, “iCue” is a registered trademark of CMC, indicated by an
      "(R)". There are other trademarks of CMC that are not yet registered, for
      example, “LUSTRA”. Its trademark status is indicated by "TM". There may be
      additional or different trademark designations outside of the U.S. 

    


    In
      all
      countries, it is important that you properly acknowledge and use CMC trademarks
      and the trademarks of other companies. Specifically, you should always ensure
      that the trademark is spelled correctly and written the way the owner of the
      trademark writes it. You should not use the trademark as a generic name and
      should use the trademark only as an adjective. Also, you should indicate the
      first time the trademark is mentioned in a publication that it is a trademark
      of
      CMC or of the company who owns it. 

    


    You
      should consult CMC’s Associate General Counsel - Intellectual Property if you
      have questions on the proper use of a trademark.

    


    6.0
      YOUR OWN ACTIVITIES

    


    6.1
      Conflicts of Interest

    


    Your
      private life is very much your own. Still, a conflict of interest may arise
      if
      you engage in any activities or advance any personal interests, at the expense
      of CMC's interests. It's up to you to avoid situations in which your loyalty
      may
      become divided. Each individual's situation is different, and in evaluating
      your
      own, you will have to consider many factors. The most common types of conflicts
      are addressed here to help you make informed decisions. You should consult
      with
      CMC’s General Counsel if you have any questions about these matters.


    


    6.1.1
      Assisting a Competitor or Other Organizations

    


    An
      obvious conflict of interest is providing assistance to an organization that
      markets products and offerings in competition with CMC’s current or potential
      products or offerings. You may not work for such an organization in any
      capacity, such as an employee, a consultant or as a member of its board of
      directors; you may not hold more than a nominal financial interest in such
      an
      organization if it is publicly traded, and not hold any interest if it is
      privately held. Such activities are prohibited because they could divide your
      loyalty between CMC and that organization. 

    


    In
      addition, you may not serve as a member of the board of directors of any
      for-profit entity, whether publicly or privately held, without prior approval
      from the CMC General Counsel.

    


    6.1.2
      Competing against CMC

    


    Employees
      should be careful to avoid activities that conflict with CMC’s business
      interests. 

    


    Obviously,
      you may not commercially market or develop products or services in competition
      with CMC's current or potential products or offerings. Such activities are
      "commercial" if you receive direct or indirect remuneration of any kind. In
      addition, certain non-commercial activity, such as research collaborations
      with
      universities or consortiums, also might conflict with CMC’s business
      interests.

    


    Because
      CMC is expanding into new lines of business and new areas of interest, the
      company will redraw lines of acceptable activity on an ongoing basis. It is
      unlikely that you will find definitive answers to many of your questions
      regarding the boundaries of acceptable activity in published guidelines. It
      is
      therefore your responsibility to consult with your management or the Office
      of
      the General Counsel to determine whether your planned activity will compete
      with
      any of CMC’s actual or potential businesses. This should be done before you
      pursue any activity that might create a conflict of interest or the appearance
      of a conflict of interest with CMC.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.1.3
      Supplying to or Other Relationships with CMC

    


    Unless
      approved in advance by an executive officer and CMC’s General Counsel, you may
      not be a supplier of any kind of product or services to CMC, represent a
      supplier to CMC, work for a supplier to CMC, hold more than a nominal financial
      interest in a supplier, or be a member of its board of directors while you
      are
      an employee of CMC. In addition, you may not accept money or benefits of any
      kind for any advice or services you may provide to a supplier in connection
      with
      its business with CMC. These same prohibitions also apply to your dealings
      with
      any entity with whom CMC does business. 

    


    6.1.4
      Other Personal Financial Interests

    


    In
      addition to the restrictions discussed above, you should not have any financial
      interest in any organization with whom CMC does business or competes if that
      interest would give you or would appear to give you a conflict of interest
      with
      CMC. Such organizations include suppliers, competitors, customers, distributors
      and co-suppliers/original equipment manufacturers. You should consult with
      CMC’s
      General Counsel if you have any questions remaining after considering the
      following: 

    


    6.1.4.1
      Publicly Traded Securities

    


    To
      determine whether an improper interest exists, ask yourself the following
      questions: 

    


    
      	 	
              -

            	
              What
                is the extent of the competition or the nature of the relationship
                between
                CMC and the other company? 

            


    

    
      	 	
              -

            	
              If
                the other company is in more than one line of business, how significant
                is
                the part that competes with or supplies CMC?


            


    

    
      	 	
              -

            	
              What
                is the size of my investment in relation to my salary and other family
                income, including income from other investments?
                

            


    

    
      	 	
              -

            	
              Is
                it significant enough to cause me to take some action as a CMC employee
                to
                protect or enhance my investment? 

            


    

    
      	 	
              -

            	
              Given
                the nature of my job in CMC, could my actions as a CMC employee affect
                the
                value of my investment in the other company (for example, do you
                have
                anything to do, either directly or indirectly, in deciding whether
                CMC
                does business with that company)?

            


    

    
      	 	
              -

            	
              Could
                my actions significantly enhance my investment, even if it is a relatively
                modest one? 

            


    

    


    A
      financial interest is improper if your job, the amount of your investment,
      or
      the particular company in which you invested could--when viewed objectively
      by
      another person--influence your actions as a CMC employee. 

    


    Additionally,
      from time to time, an existing or prospective CMC supplier, distributor or
      customer may offer stock options or other securities to a select small group
      of
      investors in connection with the company's initial public offering. You should
      not accept or buy any of that company's securities in such a situation without
      receiving prior approval from CMC’s General Counsel. 

    


    You
      should not evade these guidelines on investments by acting indirectly through
      anyone else. 

    


    6.1.4.2
      Privately Held Organizations

    


    Investments
      in privately (sometimes referred to as “closely”) held organizations--typically,
      privately held corporations, partnerships or even sole proprietorships--raise
      additional concerns over those in publicly traded companies because of the
      closer ties of investors to most privately held organizations. For example,
      there are generally relatively few investors or owners of such companies, giving
      each a greater stake in ownership; the investors often have a chance to
      participate in the company's day-to-day operations; and the investors may be
      perceived to be closely identified with the company. 

    


    This
      relatively close relationship may give the appearance to competitors of the
      privately held organization that it derives some benefit from CMC. Such a
      relationship may also give the appearance to CMC employees that the investing
      employee is using CMC's time, facilities or confidential information for the
      benefit of the privately held company. For these reasons, employees may not
      make
      any investment in a privately held organization that is a competitor, supplier,
      distributor, customer or other organization with whom CMC does business.


    


    6.2
      Using Inside Information and Insider Trading

    


    In
      the
      course of your employment with CMC, you may become aware of information about
      CMC or other companies that has not been made public. The use of such nonpublic
      or "inside" information about CMC or another company for your financial or
      other
      benefit not only is unethical, but also may be a violation of law. U.S. law
      makes it unlawful for any person who has "material" nonpublic information about
      a company to trade the stock or other securities of the company or to disclose
      such information to others who may trade. Violation of such laws may result
      in
      civil and criminal penalties, including fines and jail sentences. CMC will
      not
      tolerate the improper use of inside information. These prohibitions also apply
      outside the U.S.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Material
      inside information is information which is not available to the general public
      and which could influence a reasonable investor to buy, sell or hold stock
      or
      securities. While it is not possible to identify in advance all information
      that
      could be viewed as material inside information, some examples might include
      nonpublic information about: CMC’s financial performance including earnings and
      actions related to its stock; acquisitions or other business combinations;
      divestitures; major new product announcements; significant advances in research;
      significant contracts or the loss of them; and, other significant activities
      affecting CMC. Here are some examples of how you can avoid the improper use
      of
      inside information: 

    


    
      	 	
              -

            	
              If
                you know that CMC is considering an alliance or is about to announce
                a new
                product or make a purchasing decision that could affect the price
                of the
                stock of a CMC supplier or other company, you should not buy or sell
                the
                stock of that company until after the information becomes public.
                

            


    

    
      	 	
              -

            	
              Similarly,
                if you know that CMC is about to make an announcement that could
                affect
                the price of its own stock, you should not buy or sell CMC stock
                on the
                open market until after the announcement.


            


    

    
      	 	
              -

            	
              You
                should not buy or sell the stock of a customer or other company with
                whom
                CMC does business based on any inside information you have about
                that
                company. 

            


    

    
      	 	
              -

            	
              If
                you have nonpublic information that CMC is about to build a new facility
                or expand an existing facility, you should not invest in land or
                in any
                business near the new site. 

            


    

    
      	 	
              -

            	
              You
                should not disclose inside information to CMC employees who do not
                have a
                business need to know or to anyone outside of CMC.
                

            


    

    


    CMC’s
      directors, officers, and other key employees are also subject to additional
      responsibilities and guidelines with respect to trading in CMC’s stock, such as
      a prohibition on trading during quarterly “blackout” periods.

    


    As
      with
      investments, you should not evade these guidelines by acting through anyone
      else
      or by giving inside information to others for their use even if you will not
      financially benefit from it. 

    


    If
      you
      have any doubt about what you can or cannot do in this area, you should consult
      with CMC’s General Counsel. 

    


    6.3
      Using CMC's Time and Assets

    


    You
      may
      not perform non-CMC work or solicit such business on CMC premises or while
      working on CMC time, including time you are given with pay to handle personal
      matters. Also, you are not permitted to use CMC assets, including equipment,
      information systems, telephones, materials, resources or proprietary information
      for any outside work. 

    


    6.4
      Public Service

    


    CMC
      encourages employees to be active in the civic life of their communities.
      However, such service may, at times, place you in a situation that poses a
      conflict of interest with CMC. As a board or committee member, you may, for
      example, be confronted with a decision involving CMC. It might be a decision
      by
      a board of tax assessors or a zoning board that affects CMC property. In such
      circumstances, your interest in CMC and your obligation to the civic
      organization might pull you in opposite directions. The law may require you
      to
      abstain, depending on your position in CMC and whether you stand to gain
      personally from the decision. On the other hand, there may be circumstances
      in
      which the law does not permit you to abstain. While you are in the best position
      to make the decision and bear the responsibility for the decision, before making
      your decision, you should get advice from the civic organization's lawyer and
      from the Office of the General Counsel. In order to protect CMC from
      embarrassment or other issues, whether or not you finally abstain, you should
      make it clear that you are a CMC employee and thereby head off any charges
      of
      trying to conceal your association with CMC. If you decide to abstain, state
      clearly that you are doing so because there would be a conflict of interest--or
      the appearance of one--if you did not. 

    


    6.5
      Participation in Political Life

    


    CMC
      will
      not make contributions or payments or otherwise give any endorsement of support
      which would be considered a contribution directly or indirectly to political
      parties or candidates, including through intermediary organizations, such as
      political action committees or campaign funds. For example, CMC will not
      purchase tickets or pay fees for you or anyone else to attend any event where
      any portion of the funds will be used for election campaigns. In many countries,
      political contributions by corporations are illegal. CMC will not make such
      contributions, even in countries where they are legal. Also, the company will
      not provide any other form of support that may be considered a
      contribution.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    You
      must
      not make any political contribution as a representative of CMC. You may not
      request reimbursement from CMC, nor will CMC reimburse you, for any personal
      contributions you make. In addition, you should recognize that your work time
      or
      use of CMC assets is the equivalent of such a contribution. Therefore, you
      will
      not be paid by CMC for any time spent running for public office, serving as
      an
      elected official or campaigning for a political candidate, unless required
      by
      law. You can, however, take reasonable time off without pay for such activities
      if your CMC duties permit the time off and it is approved by your manager.
      You
      also may use vacation time for political activity. 

    


    6.5.1
      Speaking Out

    


    When
      you
      speak out on public issues, make sure that you do so as an individual. Don't
      give the appearance that you are speaking or acting on CMC's behalf.


    


    6.6
      Someone Close to You Working in the Industry

    


    With
      the
      growth in two-career families and the expansion of our industry, you may find
      yourself in a situation where your spouse, another member of your immediate
      family or someone else you are close to is a competitor or supplier of CMC
      or is
      employed by one. While everyone is entitled to choose and pursue a career,
      such
      situations call for extra sensitivity to security, confidentiality and conflicts
      of interest. The closeness of the relationship might lead you to inadvertently
      compromise CMC's interests. 

    


    There
      are
      several factors to consider in assessing such a situation. Among them are the
      relationship between CMC and the other company, the nature of your
      responsibilities as a CMC employee and those of the person close to you, and
      the
      access each of you has to your respective employer's confidential information.
      

    


    If
      you
      have any questions about your situation, you should review it with your manager
      to assess the nature and extent of any concern and how it can be resolved.
      Frequently, any risk to CMC's interests is sufficiently remote that your manager
      need only remind you to guard against inadvertently disclosing CMC confidential
      information. However, in some instances, a change in the job responsibilities
      of
      one of the people involved may be necessary.

    


    7.0
      SOME ADDITIONAL GUIDANCE

    


    As
      already stated, while this Code of Business Conduct provides you with basic
      guidelines for performing your responsibilities as a CMC employee in a lawful
      and ethical way and in conjunction with CMC’s Vision and Values, it cannot serve
      as a definitive statement for each situation that you may encounter as a CMC
      employee. If you are in doubt about a particular business conduct situation,
      you
      might ask yourself the following questions:

     

    
      	 	
              -

            	
              Is
                it legal? 

            


    

    
      	 	
              -

            	
              Does
                it violate CMC’s policy?

            


    

    
      	 	
              -

            	
              Is
                it consistent with CMC’s Vision and
                Values?

            


    

    
      	 	
              -

            	
              Is
                it fair and just? How does it make me feel about
                myself?

            


    

    
      	 	
              -

            	
              What
                would my family think about it? 

            


    

    
      	 	
              -

            	
              How
                would it look in a newspaper article?


            


    

    
      	 	
              -

            	
              Will
                I sleep soundly tonight? 

            


    

    
      	 	
              -

            	
              What
                would I tell a child to do?

            


    

    


    If
      you
      are unsure about what to do, ask questions - contact your manager, a more
      senior-level manager, the Human Resources Department or the Office of the
      General Counsel.

    


    To
      keep
      pace with the complexity and change that is an ongoing part of our business
      and
      industry, we will maintain this Code of Business Conduct online and update
      it on
      an ongoing basis as necessary. Employees also need to comply with CMC’s employee
      policies and procedures, and employees who work with particular matters - for
      example, safety, health and environment, human resources, finance, export/import
      - also may have additional guidelines to follow.

    


    Any
      exceptions to CMC’s Code of Business Conduct for CMC employees other than
      Directors or Executive Officers must be specifically approved by CMC’s Chief
      Compliance Officer, who is CMC’s General Counsel; any exceptions for Directors
      or Executive Officers must be specifically approved by the Board of Directors
      of
      CMC.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CODE
      OF BUSINESS CONDUCT CERTIFICATION

    


    I
      acknowledge that I have received and will comply with Cabot Microelectronics
      Corporation’s Code of Business Conduct. I understand that if I have questions
      related to the Code of Business Conduct, or become aware of any violations
      or
      potential violations of it, I need to discuss them promptly with my manager,
      any
      other CMC manager, the Human Resources Department, CMC counsel, including CMC’s
      General Counsel, who is CMC’s Compliance Officer, or CMC’s Director of Internal
      Audit, call the Ethics Line at 630/499-2702, send an email to
      Ethics_Email@cabotcmp.com, contact any member of CMC’s Board of Directors,
      including any member of the Audit Committee of the Board, by sending an email
      to
      Audit_Committee@cabotcmp.com, or contact the independent, multilanguage service
      Listen Up via either phone, email (listenupreports.com) or letter, as detailed
      in Section 3.1 of the Code of Business Conduct. I understand I can make any
      inquiry or notification either anonymously or by identifying
      myself.

     

     

    
      	 	 
	 	 
	 	 

	 	
              Signature

            
	 	 
	 	 
	 	 
	 	
              Name

            
	 	 
	 	 
	 	 
	 	
              Date