Charter of Audit Committee revised 11-12-04

AUDIT COMMITTEE CHARTERPurposeThe Audit Committee (the “Committee”) is appointed by the Board of Directors of CabotCorporation (the “Company”) to (a) appoint and oversee the performance of the independentauditors, (b) assist the oversight of the Board with respect to (i) the integrity of the Company’sfinancial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii)the independent auditor’s qualifications and independence, and (iv) the performance of theCompany’s internal audit function; and (c) prepare an Audit Committee report as required by therules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’sannual proxy statement.Composition and OperationThe Committee shall consist of not less than three members appointed by the Board. Membersof the Committee shall each satisfy the independence and experience requirements of the NewYork Stock Exchange, the Securities Exchange Act of 1934, as amended, and any otherapplicable laws. The members of the Committee shall be appointed by the Board on the recommendation of theGovernance and Nominating Committee and may be removed by the Board. The Committee shall meet as often, and establish such procedures for the calling and holding ofmeetings, as the members shall determine to be necessary and appropriate, all in accordance withthe Company’s by-laws. Except as otherwise required by the Company’s by-laws or Certificateof Incorporation, a majority ...