Exhibit 4.3

                               DEED OF GUARANTEE

THIS DEED OF GUARANTEE is made on 27th March, 2002 by CIBA SPECIALTY CHEMICALS
HOLDING INC., (the "Guarantor") in favour of the Relevant Account Holders (as
defined in the Deed of Covenant referred to below) and the holders for the
time being of the Notes (as defined below) and the interest coupons (if any)
appertaining to the Notes ("Coupons"), the Coupons being attached on issue to
Definitive Note(s) (as defined below). Each Relevant Account Holder, each
holder of a Note and each holder of a Coupon is a "Holder".

WHEREAS:

(A)      CIBA SPECIALTY CHEMICALS CORPORATION, CIBA SPECIALTY CHEMICALS PLC,
         CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH, CIBA SPECIALTY
         CHEMICALS EUROFINANCE LTD. (the "Issuers" and each an "Issuer") and
         the Guarantor have entered into an amended and restated Program
         Agreement (the "Program Agreement", which expression includes the
         same as it may be amended or supplemented from time to time) dated
         27th March, 2002 with the Dealers named therein, which amends and
         restates the amended and restated program agreement entered into by,
         inter alia, Ciba Specialty Chemicals Corporation, Ciba Specialty
         Chemicals PLC and Ciba Spezialitatenchemie Holding Deutschland GmbH
         dated 30th March, 2001 (the "Principal Program Agreement"), under
         which each Issuer proposes from time to time to issue Euro Medium
         Term Notes (the "Notes", such expression to include each Definitive
         Note issued by an Issuer and each Global Note issued by an Issuer
         (where "Definitive Note" and "Global Note" have the meanings ascribed
         thereto in the Agency Agreement defined below) and to include any
         receipts issued in respect of Notes repayable in instalments);

(B)      each Issuer has executed a Deed of Covenant of even date (the "Deed
         of Covenant") relating to Global Notes issued by that Issuer pursuant
         to the Program Agreement;

(C)      the Issuers and the Guarantor have entered into an amended and
         restated agency agreement (the "Agency Agreement", which expression
         includes the same as it may be amended or supplemented from time to
         time) dated 27th March, 2002 with the Paying Agents named therein;
         and

(D)      this Deed of Guarantee amends and restates the amended and restated
         Deed of Guarantee made by the Guarantor dated 30th March, 2001, and
         does not affect any Notes issued pursuant to the Principal Program
         Agreement prior to the date hereof.

NOW THIS DEED WITNESSES as follows:

1.       Guarantee: The Guarantor irrevocably and unconditionally undertakes
         to secure by way of deed poll to each Holder the due and punctual
         payment as stipulated in an Issuer's Note or Coupon or under its Deed
         of Covenant, as the case may be. The Guarantor therefore undertakes
         to pay on first demand of such a Holder, irrespective of the validity
         and the legal effects of the above mentioned relationship in respect
         of a Note or Coupon or Deed of Covenant and waiving all rights of
         objection and defence arising therefrom any amount not paid by the
         relevant Issuer (including any premium or any other amounts of
         whatever nature or additional amounts) upon receipt of the written
         request for payment by such Holder and the confirmation in writing by
         the Agent that the relevant Issuer has not made such payments on the
         dates specified and in the amount called under the Guarantee. The
         Guarantor hereby expressly undertakes and secures that payments under
         this Guarantee will not be less than as




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         stipulated in an Issuer's Note or Coupon. In implementation of this
         undertaking and in case Swiss withholding taxes are imposed in
         respect of payments made under this Guarantee, the Guarantor
         undertakes, as a separate and independent obligation, to pay an
         increased amount on the relevant Note or Coupon so that the payment
         received by the Noteholder or Couponholder shall equal the amount
         actually stipulated in such Note or Coupon (assuming no such
         withholding applies).

2.       Guarantor's Obligations Continuing: The Guarantor's obligations under
         this Guarantee are and will remain in full force and effect by way of
         continuing security until no sum remains payable under any Note, any
         Coupon or the Deed of Covenant. Furthermore, these obligations of the
         Guarantor are additional to, and not instead of, any security or
         other guarantee or indemnity at any time existing in favour of a
         Holder, whether from the Guarantor or otherwise. The Guarantor
         irrevocably waives all notices and demands whatsoever, except as
         provided herein.

3.       Repayment to the Issuer: If any payment received by a Holder is, on
         the subsequent liquidation or insolvency of the relevant Issuer,
         avoided under any laws relating to liquidation or insolvency, such
         payment will not be considered as having discharged or diminished the
         liability of the Guarantor and this Guarantee will continue to apply
         as if such payment had at all times remained owing by the relevant
         Issuer.

4.       Status of Guarantee: The payment obligations of the Guarantor under
         this Guarantee constitute direct, unconditional and (subject to
         clause 5 below) unsecured obligations of the Guarantor and (subject
         as aforesaid) rank and will rank pari passu with all other
         outstanding unsecured and unsubordinated indebtedness and monetary
         obligations of the Guarantor, present or future, including those in
         respect of deposits (other than obligations preferred by law).

5.       Negative Pledge of the Guarantor: So long as any of the Notes remains
         outstanding, but not later than the time when payment for the full
         amount of principal and interest in respect of all outstanding Notes
         has been duly provided for, the Guarantor will procure that no
         Indebtedness of the Guarantor which is represented by bonds, notes or
         other securities which in any such case are listed or capable of
         being listed on any recognised Stock Exchange will be secured upon
         any of the present or future assets or revenues of the Guarantor
         unless all amounts payable under this Guarantee are secured equally
         and rateably with such other security or such other security or
         guarantee is granted to the Notes and Coupons as shall have been
         approved by an Extraordinary Resolution of the Noteholders. Any
         reference to an obligation being guaranteed shall include a reference
         to an indemnity being given in respect of payment thereof.

         As used herein "Indebtedness" means all indebtedness for money
         borrowed that is created, assumed, incurred or guaranteed in any
         manner by the Guarantor or for which the Guarantor is otherwise
         responsible or liable.

6.       Tax Gross-up: All payments in respect of the Notes by the Guarantor
         shall be made without withholding or deduction for, or on account of,
         any present or future taxes, duties, assessments or governmental
         charges of whatever nature ("Taxes") imposed or levied by or on
         behalf of Switzerland, or any political sub-division of, or any
         authority in, or of, Switzerland having power to tax, unless the
         withholding or deduction of the Taxes is required by law. In that
         event, the Guarantor will pay such additional amounts as may be
         necessary in order that the net amounts received by the Noteholders
         and Couponholders after the withholding or deduction shall equal the
         respective amounts which would have been receivable in respect of the
         Notes or, as the case may be, Coupons in the absence of the



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                                      3

         withholding or deduction; except that no additional amount shall be
         payable in relation to any payment in respect of any Note or Coupon:

         (i)      by or on behalf of a person liable to such tax, duty or
                  charge in respect of such Note, Receipt or Coupon by reason
                  of his having some connection with Switzerland other than
                  the mere holding or ownership of such Note, Receipt or
                  Coupon; and/or

         (ii)     presented for payment to the relevant Issuer more than 30
                  days after the Relevant Date (as defined in Condition 7(f)
                  of the Terms and Conditions of the relevant Notes) except to
                  the extent that a holder would have been entitled to
                  additional amounts on presenting the same for payment on the
                  last day of the period of 30 days; and/or

         (iii)    to, or to a third party on behalf of, a holder who would be
                  able to avoid such withholding or deduction by making a
                  declaration of non-residence or similar claim for exemption
                  but fails to do so; and/or

         (iv)     where such withholding or deduction is imposed on a payment
                  to an individual and is required to be made pursuant to any
                  European Union Directive on the taxation of savings
                  implementing the conclusions of the ECOFIN Council meeting
                  of 26th-27th November, 2000, or any law implementing or
                  complying with, or introduced in order to conform to, such
                  Directive; and/or

         (v)      presented for payment by or on behalf of a holder who would
                  have been able to avoid such withholding or deduction by
                  presenting the relevant Note or Coupon to another Paying
                  Agent in a Member State of the EU.

7.       Power to execute: The Guarantor hereby warrants, represents and
         covenants with each Holder that it has all corporate power, and has
         taken all necessary corporate or other steps, to enable it to
         execute, deliver and perform this Guarantee, and that this Guarantee
         constitutes a legal, valid and binding obligation of the Guarantor,
         enforceable in accordance with its terms subject to applicable
         bankruptcy, reorganisation, insolvency, fraudulent transfer,
         moratorium and other similar laws affecting creditor's rights
         generally from time to time in effect, and to general principles of
         equity, regardless of whether considered in a proceeding in law or at
         equity.

8.       Deposit of Guarantee: This Guarantee shall take effect as a Deed Poll
         for the benefit of the Holders from time to time and for the time
         being. This Guarantee shall be deposited with and held by The Chase
         Manhattan Bank for the benefit of the Holders until all the
         obligations of the Guarantor hereunder have been discharged in full.

9.       Production of Guarantee: The Guarantor hereby acknowledges the right
         of every Holder to the production of, and the right of every Holder
         to obtain (upon payment of a reasonable charge) a copy of, this
         Guarantee, and further acknowledges and covenants that the
         obligations binding upon it contained herein are owed to, and shall
         be for the account of, each and every Holder, and that each Holder
         shall be entitled severally to enforce the said obligations against
         the Guarantor.

10.      Subrogation: Until all amounts which may be payable under the Notes,
         the Coupons and/or the Deed of Covenant have been irrevocably paid in
         full, the Guarantor shall not exercise any rights of subrogation in
         respect of any rights of any Holder or claim in competition with the
         Holders against the relevant Issuer.


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                                      4

11.      Governing Law and Jurisdiction: This Guarantee is governed by and
         shall be construed in accordance with English law. The Guarantor
         irrevocably agrees for the benefit of each Holder that the courts of
         England are to have jurisdiction to settle any disputes which may
         arise out of or in connection with this Guarantee and that
         accordingly any suit, action or proceedings arising out of or in
         connection with this Guarantee (together referred to as
         "Proceedings") may be brought in the courts of England.

         The Guarantor irrevocably waives any objection which it may have now
         or hereafter to the laying of the venue of the Proceedings in the
         courts of England and irrevocably agrees that a final judgment in any
         Proceedings brought in the courts of England shall be conclusive and
         binding upon the Guarantor and may be enforced in the courts of any
         other jurisdiction. Nothing contained in this clause shall limit any
         right to take Proceedings against the Guarantor in any other court of
         competent jurisdiction, nor shall the taking of Proceedings in none
         or more jurisdictions preclude the taking of Proceedings in any other
         jurisdiction, whether concurrently or not.

         No rights are conferred on any person under the Contracts (Rights of
         Third Parties) Act 1999 to enforce any term of this Global Note, but
         this does not affect any right or remedy of any person which exists
         or is available apart from that Act.

         The Guarantor hereby appoints Ciba Specialty Chemicals PLC as its
         agent for service of process in England in respect of any Proceedings
         and undertakes that in the event of it ceasing so to act it will
         appoint another person as its agent for that purpose.

IN WITNESS whereof this Guarantee has been manually executed as a deed poll on
behalf of the Guarantor.

Executed as a deed                )
by CIBA SPECIALTY CHEMICALS       )
HOLDING INC.                      )
acting by                         )          OLIVER STRUB      KIRK ERSTLING
and                               )
                                  )
acting under the authority of     )
that Company in the presence of:  )


Witness's         A. STEINER
Signature:        .......................
                  A. STEINER
Name:             .......................
                  C/o CIBA SPECIALTY CHEMICALS INC.
Address:          .......................
                  CH-4002 BASEL
                  .......................


Dated 27th March, 2002




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                                                                CONFORMED COPY



                               27th March, 2002





                     CIBA SPECIALTY CHEMICALS HOLDING INC.
                                 as Guarantor











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                              DEED OF GUARANTEE

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                                [ALLEN & OVERY LOGO]
                                    London