Manufacturing Agreement

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.


THIS AGREEMENT is made effective the 17th day of March 1995 BETWEEN:


(1) Chartered Semiconductor Manufacturing Pte Ltd ("CSM"), a company
incorporated in Singapore with its registered office at 2 Science
Park Drive, Singapore Science Park, Singapore 0511; and


(2) Analog Devices B.V. ("Customer"), a Netherlands corporation
with its principal place of business at Beneluxweg 27,
4904 SJ Oosterhout, The Netherlands.


WHEREAS


(A) CSM has invited subscriptions for shares in its share capital to
fund the establishment of a second wafer manufacturing facility in
Singapore ("FABII").


(B) Customer has pursuant to the Analog Devices Subscription and
Participation Agreement of even date hereof ("Analog Devices
Subscription Agreement") agreed to subscribe for shares in the
capital of CSM.


(C) It is a term of the Analog Devices Subscription Agreement that the
parties herein enter into this Agreement for the provision of
wafer manufacturing capacity in FABII to Customer upon the terms
herein.


NOW THEREFORE IT IS HEREBY AGREED as follows:


1. DEFINITIONS
-----------


1.1 In this Agreement, unless otherwise defined herein or the context
otherwise requires, the following words and expressions shall bear
the following meanings:


"Minimum Threshold Level" means an aggregate investment of a
minimum of ******************************************************
*****in the capital of the Company;


"Parties" means CSM and Customer;


"Wafer" means a completed eight-inch silicon wafer;


"Wafer Capacity Allocation" means Wafer manufacturing capacity to
be made available to Customer pursuant to Clause 2;


"S$" means the lawful currency of Singapore;


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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.


"US$" means the lawful currency of the United States of
America.


1.2 References to Recitals and Clauses are references to
recitals and clauses of this Agreement.


1.3 The headings in this Agreement are inserted for convenience only
and shall be ignored in construing this Agreement.


1.4 Unless the context otherwise requires, words denoting the singular
number shall include the plural and vice versa, words importing
the masculine gender shall include the feminine gender and words
importing a person shall include a company or corporation and vice
versa.


2. WAFER MANUFACTURING CAPACITY
----------------------------


2.1 WAFER CAPACITY ALLOCATION
-------------------------


Subject to the provisions herein, CSM will provide Wafer
processing services to Customer at FABII for the fabrication of
Wafers. Customer's Wafer Capacity Allocation will be determined by
the aggregate amount of share capital to be subscribed by Customer
in the capital of CSM pursuant to the Analog Devices Subscription
Agreement. A commitment to subscribe for an aggregate of no less
than the Minimum Threshold Level will entitle Customer to ***
Wafers per month. The Wafer Capacity Allocation for a greater
subscription commitment will be pro-rated at the rate of ***
Wafers per month to ********* 'B' Ordinary Shares for every
Subscription Share as defined in the Analog Devices Subscription
Agreement beyond the Minimum Threshold Level. Such Wafer Capacity
Allocation is subject to change in accordance with Clauses 2.2,
3.1.4 and 3.1.5 hereof and to Clauses 4.2 (Effect on Wafer
Manufacturing Capacity) and 10.4 (Effect on ADI's Wafer
Manufacturing Rights Upon Transfer) of the Analog Devices
Subscription Agreement.


2.2 CAPACITY ALLOCATION DURING RAMP-UP PERIOD
-----------------------------------------


2.2.1 Customer acknowledges that the total Wafer
Capacity Allocation made available to it is ****
Wafers per month.


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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.


2.2.2 Customer hereby agrees that it will have first
priority on available capacity up to an aggregate of
**** wafers per month and that during FABII's ramp-up
period, Customer's Wafer Capacity Allocation will be
pro-rated in accordance with its shareholding in CSM
relative to the shareholdings of other
shareholder-customers of CSM who have entered into
manufacturing agreements with CSM.


2.3 ADDITIONAL FABII CAPACITY
-------------------------


2.3.1 In addition to the Wafer Capacity Allocation,
Customer together with other shareholder-customers of
CSM who have entered into manufacturing agreements with
CSM shall have a first right of refusal on additional
available FABII capacity at the price set forth in
Clause 6.2 and on terms which the Parties agree to
negotiate in good faith save that if such additional
capacity falls short of the demand from all
shareholder-customers, such capacity shall be allocated
to Customer and the other shareholder-customers pro-rata
to their equity holding in CSM.


2.3.2 Any supply and purchase of additional available
capacity pursuant to Clause 2.3.1 shall be subject to
the conclusion of a wafer supply agreement embodying the
terms agreed between the Parties. The terms of such
wafer supply agreement shall include, inter alia, (a)
Customer's purchase commitment, and (b) a provision
that where Customer's actual orders fall below the
purchase commitment and CSM is unable to sell the excess
capacity to third parties, then Customer shall reimburse
CSM for the unsold capacity *************************
**************************.


2.4 MANUFACTURING AGREEMENT
-----------------------


Notwithstanding any other provisions of this Agreement or the
Analog Devices Subscription Agreement, Customer may, provided that
there are no outstanding breaches by it of the Manufacturing
Agreement and the Analog Devices Subscription Agreement, by prior
written notice assign the right to purchase Wafers to an Affiliate
(as defined in the Analog Devices Subscription Agreement), but
this shall not in any way relieve such Customer from any
obligations hereunder.


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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.


3. FORECASTS
---------


3.1 ******* ROLLING FORECAST
------------------------


3.1.1 Customer shall provide to CSM on a monthly basis,
its rolling ********* forecast of its monthly volume
requirements. The first ********* of each *********
forecast shall be firm and shall be backed by purchase
orders. The initial ******* forecast shall be
accompanied by firm orders for the first ********.
Notwithstanding the foregoing, forecasts during such
first ********* shall be subject to adjustments
(consistent with CSM's cycle time) as determined by
mutual agreement to be negotiated between Customer and
CSM subsequent to this Agreement. Every subsequent
monthly forecast shall be accompanied by a firm order
for the month immediately following the last month in
respect of which a firm order was given.


3.1.2 Best Estimate
-------------


Customer's forecasts shall represent Customer's good
faith estimate of Wafer requirements.


3.1.3 Forecast Below Allocation
-------------------------


Subject to Clause 2 hereof, CSM shall make available
manufacturing capacity for the Wafers included in the
current forecast. If Customer's forecast indicates that
it does not expect to use the maximum capacity that is
available to it during a particular period, CSM may
allocate the available capacity to other customers for
such period and in such manner as it deems fit.


3.1.4 Shortfall of Actual Orders to Forecast
--------------------------------------


Where for any consecutive ******* period, Customer's actual
monthly orders fall below the firm monthly forecast by more
than ***, CSM reserves the right to re-allocate the
Customer's unused Wafer Capacity Allocation as it deems fit
to other customers.


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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.


3.1.5 Reinstatement of Capacity
-------------------------


Customer may request a reinstatement of its Wafer Capacity
Allocation lost pursuant to Clause 3.1.4 by giving CSM at
least ********* written notice. CSM will use its reasonable
efforts to agree such reinstatement taking into consideration
the forecast demands of its other customers but in no case
will such reinstatement be made more than ******** after
receipt of said notice.


3.1.6 Quantity
--------


CSM shall use its best efforts to deliver the exac ...