Extension Of Management Services Agreement

EXTENSION OF MANAGEMENT SERVICES AGREEMENT


This Extension of the Management Services Agreement (this "Extension") is executed as of the 29th day of September, 2000 by and between Cabot Corporation, a Delaware corporation ("Cabot"), and Cabot Microelectronics Corporation, a Delaware corporation ("CMC"), and extends the term for certain services to be provided pursuant to the Management Services Agreement (the "Services Agreement"), dated March 28, 2000, by and between Cabot and CMC.


WHEREAS, Cabot has been providing certain administrative, financial, management and other services to CMC pursuant to the Services Agreement;


WHEREAS, Cabot and CMC wish for certain of those services to continue beyond September 29, 2000 (the "Distribution Date") ;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cabot and CMC, hereby agree as follows:


1. Pursuant to Section 5.01(a) of the Services Agreement, the services
set forth in Schedule I hereto (the "Extended Services") shall continue
to be provided by Cabot and purchased by CMC in accordance with the
terms of the Services Agreement. Except for the Extended Services,
Cabot shall be under no obligation to provide and CMC shall be under no
obligation to purchase any other Services (as defined in the Services
Agreement) after the Distribution Date.


2. Subject to the terms of the Services Agreement, Cabot shall
continue to provide the SH&E Extended Services (described in Schedule
I) and CMC shall continue to purchase ...