Exhibit 4.1



                                PROGRAM AGREEMENT

                                 in respect of a

                          EURO MEDIUM TERM NOTE PROGRAM


THIS AGREEMENT is made on 27th March, 2002 BETWEEN:

(1)  CIBA SPECIALTY CHEMICALS  CORPORATION of 560 White Plains Road,  Tarrytown,
     New York 10591-9005, United States ("CSC US");

(2)  CIBA SPECIALTY  CHEMICALS PLC of Hulley Road,  Macclesfield,  Cheshire SK10
     2NX, England ("CSC UK");

(3)  CIBA  SPEZIALITATENCHEMIE  HOLDING  DEUTSCHLAND GMBH of  Chemiestrasse,  D-
     68623 Lampertheim, Germany ("CSC Germany");

(4)  CIBA SPECIALTY CHEMICALS  EUROFINANCE LTD. of Cedar House, 41 Cedar Avenue,
     Hamilton HM12 Bermuda ("CSC Bermuda");

(5)  CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002 Basle,
     Switzerland (the "Guarantor");

(6)  CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED of One Cabot Square, London E14
     4QJ;

(7)  DEUTSCHE BANK AG LONDON of Winchester  House,  1 Great  Winchester  Street,
     EC2N 2DB;

(8)  GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street, London
     EC4A 2BB;

(9)  J.P. MORGAN SECURITIES LTD. of 125 London Wall, London EC2Y 5AJ; and

(10) UBS AG, acting through its business group UBS Warburg ("UBS  Warburg") of 1
     Finsbury Avenue, London EC2M 2PP.


IT IS HEREBY AGREED as follows:

WHEREAS:

(A)  CSC US, CSC UK, CSC  Germany,  the  Guarantor  and the  Dealers (as defined
     below) entered into an amended and restated  program  agreement  dated 16th
     June,   2000  (the   "Principal   Program   Agreement")  in  respect  of  a
     U.S.$2,000,000,000  Euro Medium Term Note Program of CSC US, CSC UK and CSC
     Germany unconditionally and irrevocably guaranteed by the Guarantor.




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(B)  CSC Bermuda is to be added to the Program as an Issuer.

(C)  This Agreement  amends and restates the Principal  Program  Agreement.  Any
     Notes  issued under the Program on or after the date hereof shall be issued
     pursuant to this Agreement. This does not affect any Notes issued under the
     Program prior to the date of this Agreement.

1.   Definitions and Interpretation

(1)  For the  purposes of this  Agreement,  except  where the  context  requires
     otherwise:

     "AGENCY  AGREEMENT"  means the amended and restated  agreement of even date
     herewith between the Issuers,  the Guarantor,  the Agent (as defined below)
     and the other Paying Agents (as defined  therein)  under which the Agent is
     appointed as issuing agent,  principal  paying agent and agent bank for the
     purposes of the Program;

     "AGENT" means JPMorgan  Chase Bank as Agent under the Agency  Agreement and
     any  successor  agent  appointed  by  the  Issuers  and  the  Guarantor  in
     accordance with the Agency Agreement;

     "AGREEMENT DATE" means, in respect of any Note, the date on which agreement
     is reached for the issue of such Note as contemplated in Clause 2 which, in
     the case of Notes issued on a syndicated  basis or otherwise in relation to
     which a  Subscription  Agreement  is entered  into,  shall be the date upon
     which the relevant Subscription  Agreement is signed by or on behalf of all
     the parties;

     "ARRANGER"  means each of UBS  Warburg  and any  company  appointed  to the
     position of arranger for the Program or in respect of a particular issue of
     Notes under the Program and references in this Agreement to the "Arrangers"
     shall be references to the relevant Arranger;

     "CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme;

     "CONFIRMATION LETTER" means:

     (a)  in respect  of the  appointment  of a third  party as a Dealer for the
          duration of the Program,  the Confirmation Letter substantially in the
          form set out in Part II of Appendix C hereto; and

     (b)  in respect of the  appointment of a third party as a Dealer for one or
          more  particular  issue(s)  of Notes  under the  Program,  the  Dealer
          Accession  Letter  substantially  in the  form  set out in Part III of
          Appendix C hereto;

     "DEALER" means each of Credit Suisse First Boston (Europe) Limited,
     Deutsche Bank AG London, Goldman Sachs Internatinoal, J.P. Morgan
     Securities Ltd., UBS Warburg, and any New Dealer and excludes any entity
     whose appointment has been terminated pursuant to Clause 10 and notice of
     termination of whose appointment has been given to the Agent by the
     Issuers and the Guarantor, and references in this Agreement to the
     "relevant Dealer" shall, in relation to any Note, be references to the
     Dealer or Dealers with whom the relevant Issuer has agreed the issue and
     purchase of such Note;

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                                      3

     "DEALER ACCESSION LETTER" means:

          (a)  in respect of the appointment of a third party as a Dealer for
               the duration of the Program, the Dealer Accessino Letter
               substantially in the form of Part I of Appendix C hereto; and

          (b)  in respect of the appointment of a third party as a Dealer for
               one or more particular issue(s) of Notes under the Program, the
               Dealer Accession Letter substantially in the form set out in
               Part III of Appendix C hereto;


     "DEED OF COVENANT" means the deed poll of even date herewith, substantially
     in the form set out in Appendix F hereto, executed as a deed by each Issuer
     in favour of certain accountholders with relevant clearing systems;

     "DEED OF  GUARANTEE"  means the deed of  guarantee  of even  date  herewith
     executed by the Guarantor under which the Guarantor irrevocably  guarantees
     the obligations of the Issuers in relation to the Program;

     "EUROCLEAR"  means  Euroclear Bank  S.A./N.V.  as operator of the Euroclear
     System, or any successor to the business thereof;

     "FSMA" means the Financial Services and Markets Act 2000;

     "INITIAL  DOCUMENTATION  LIST"  means  the  list  of  documents  set out in
     Appendix A to this Agreement;

     "ISSUER"  means any of CSC US,  CSC UK, CSC  Germany or CSC  Bermuda in its
     capacity as an issuer of Notes,  and  references  in this  Agreement to the
     "relevant  Issuer" shall,  in relation to any issue of Notes, be references
     to the Issuer which is, or is intended to be, the issuer of such Notes;

     "LEAD  MANAGER"  means,  in relation  to any  Tranche of Notes,  the person
     defined as the Lead Manager in the  applicable  Subscription  Agreement or,
     when only one Dealer signs such Subscription Agreement, such Dealer;

     "LISTING AGENT" means, in relation to Notes which are, or are to be:

     (a)  listed on the Luxembourg Stock Exchange, Dexia Banque Internationale a
          Luxembourg  S.A.  or such other  listing  agent as the Issuers and the
          Guarantor  may from time to time  appoint for the purposes of liaising
          with the Luxembourg Stock Exchange; and

     (b)  listed on a Stock Exchange other than the Luxembourg  Stock  Exchange,
          such listing  agent as the Issuers and the  Guarantor may from time to
          time appoint for the purposes of liaising with such Stock Exchange;


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                                      4

     "LISTING RULES" means, in the case of Notes which are, or are to be, listed
     on a Stock Exchange (including the Luxembourg Stock Exchange),  the listing
     rules and regulations for the time being in force for such Stock Exchange;

     "MOODY'S" means Moody's  Investors  Service,  Inc., or any successor to the
     rating agency business thereof;

     "NEW DEALER"  means any entity  appointed as an  additional  Dealer for the
     duration of the Program or for a  particular  issue of Notes in  accordance
     with Clause 11;

     "NOTE"  means a note  issued or to be issued by an Issuer  pursuant to this
     Agreement,  which  Note  may  be  represented  by a  Global  Note  or be in
     definitive form;

     "OFFERING  CIRCULAR" means,  subject to Clause 5(2), the Offering  Circular
     relating to the Program as revised,  supplemented,  amended or updated from
     time to time,  including in relation to each Tranche of Notes,  the Pricing
     Supplement  relating to such  Tranche and such other  documents as are from
     time to time incorporated  therein by reference except that for the purpose
     of Clause 4(2) in respect of the  Agreement  Date and the Issue  Date,  the
     Offering  Circular means the Offering Circular as at the Agreement Date but
     not including any subsequent revision, supplement or amendment thereto;

     "PRICING  SUPPLEMENT"  means the pricing  supplement  issued in relation to
     each  Tranche  of  Notes  (substantially  in the  form of  Annexe  C to the
     Procedures  Memorandum) as a supplement to the Offering Circular and giving
     details of that Tranche;

     "PROCEDURES  MEMORANDUM" means the Operating and Administrative  Procedures
     Memorandum  dated 27th  March,  2002 as amended or varied from time to time
     (in respect of any Tranche) by agreement  between the relevant Issuer,  the
     Guarantor  and the  relevant  Dealer  with the  approval  in writing of the
     Agent;

     "PROGRAM"  means the Euro  Medium  Term Note  Program  established  by this
     Agreement;

     "RELEVANT  PARTY" means the Arranger,  each Dealer (and for the purposes of
     Clause  8(3)  each  Issuer  and the  Guarantor),  each of their  respective
     affiliates and each person who controls them (within the meaning of section
     15 of the  Securities  Act or section 20 of the  Exchange  Act) and each of
     their respective directors, officers, employees and agents;

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as  amended,  of the
     United States of America;

     "STANDARD & POOR'S" means Standard & Poor's Ratings Service,  a division of
     the  McGraw-Hill  Companies  Inc.,  or any  successor to the rating  agency
     business thereof;

     "STOCK  EXCHANGE"  means  the  Luxembourg  Stock  Exchange  or any other or
     further  stock  exchange(s)  on which  any  Notes  may from time to time be
     listed or admitted to trading,  and  references  in this  Agreement  to the
     "relevant Stock Exchange" shall, in relation to any Notes, be references to
     the Stock  Exchange  on which  such  Notes  are from  time to time,  or are
     intended to be, listed or admitted to trading; and

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                                      5


     "SUBSCRIPTION AGREEMENT" means an agreement (by whatever name called) in or
     subsequently in the form set out in Appendix E hereto or in such other form
     as may be agreed in writing between the relevant Issuer,  the Guarantor and
     the Lead Manager which agreement shall be supplemental to this Agreement.

(2)  Terms and expressions  defined in the Agency Agreement,  the Conditions and
     the Pricing Supplement applicable to any Notes and not otherwise defined in
     this Agreement shall have the same meanings in this Agreement, except where
     the context otherwise requires.

(3)  In this Agreement, clause headings are inserted for convenience and ease of
     reference only and shall not affect the interpretation of this Agreement.

(4)  All  references in this Agreement to the provisions of any statute shall be
     deemed to be  references  to that  statute  as from time to time  modified,
     extended, amended or re-enacted.

(5)  All  references  in this  Agreement to an  agreement,  instrument  or other
     document  (including  this  Agreement,  the Agency  Agreement,  the Deed of
     Covenant,  the Deed of  Guarantee,  any Series of Notes and any  Conditions
     appertaining  thereto) shall be construed as a reference to that agreement,
     instrument  or  document  as the same  may be  amended,  modified,  varied,
     supplemented or novated from time to time including,  but without prejudice
     to the generality of the foregoing,  this Agreement as  supplemented by any
     Subscription Agreement.

(6)  Words  denoting the singular  number only shall  include the plural  number
     also and vice versa; words denoting the masculine gender only shall include
     the feminine  gender also;  and words  denoting  persons only shall include
     firms and corporations and vice versa.

(7)  Any reference herein to Euroclear  and/or  Clearstream,  Luxembourg  shall,
     wherever  the context so  permits,  be deemed to include  reference  to any
     additional or alternative clearance system approved by the relevant Issuer,
     the Guarantor and the Agent.

2.   AGREEMENTS TO ISSUE AND PURCHASE NOTES

(1)  Subject to the terms and conditions of this  Agreement,  any Issuer and the
     Guarantor  may from time to time agree  with any  Dealer to issue,  and any
     Dealer may agree to purchase, Notes.

(2)  On each occasion  upon which an Issuer,  the Guarantor and any Dealer agree
     on the terms of the issue and purchase of one or more Notes by such Dealer:

     (a)  the  relevant  Issuer shall cause such Notes (which shall be initially
          represented by a Temporary  Global Note) to be issued and delivered to
          a common depositary for Euroclear and Clearstream,  Luxembourg so that
          the securities  account(s) of such Dealer with  Euroclear  and/or with
          Clearstream,  Luxembourg (as specified by such Dealer) is/are credited
          with  such  Notes  on the  agreed  Issue  Date,  as  described  in the
          Procedures Memorandum; and

     (b)  the relevant  Dealer  shall,  subject to such Notes being so credited,
          cause  the  net  purchase  moneys  for  such  Notes  to be paid in the
          relevant currency by transfer of funds to the relevant cash account(s)
          of the Agent with Euroclear and/or Clearstream,

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                                      6

          Luxembourg or (in the case of syndicated issues) the relevant
          account of the relevant Issuer so that such payment is credited to
          such account(s) for value on the agreed Issue Date, as described in
          the Procedures Memorandum.

(3)  Unless  otherwise  agreed,  the procedures which the parties must apply for
     the purposes of  subclause  (2) are set out in the  Procedures  Memorandum.
     Unless  otherwise  agreed  between  the  relevant  Issuer and the  relevant
     Dealers,  where more than one Dealer has agreed with the relevant Issuer to
     purchase  a  particular  issue  of  Notes  pursuant  to  this  Clause,  the
     obligations  of such  Dealers so to  purchase  the Notes shall be joint and
     several.

(4)  Where the relevant  Issuer and the Guarantor agree with two or more Dealers
     to issue, and such Dealers agree to purchase,  Notes on a syndicated basis,
     the  relevant  Issuer and the  Guarantor  shall  enter into a  Subscription
     Agreement  with such  Dealers.  The Issuer and the Guarantor may also enter
     into a  Subscription  Agreement  with one Dealer only. For the avoidance of
     doubt, the Agreement Date in respect of any such issue shall be the date on
     which  the  Subscription  Agreement  is  signed  by or on behalf of all the
     parties to it.



(5)  Each  issue  of  Notes  denominated  in a  currency  in  respect  of  which
     particular  laws,  guidelines,   regulations,   restrictions  or  reporting
     requirements  apply will only be issued in circumstances  which comply with
     such laws, guidelines, regulations, restrictions or reporting requirements.

3.   CONDITIONS OF ISSUE; UPDATING

(1)  FIRST ISSUE

     The  Arrangers  shall  circulate  to each Dealer all of the  documents  and
     confirmations described in the Initial Documentation List immediately after
     those documents and confirmations  have been given to the Arrangers by each
     Issuer and the Guarantor.  Before any Issuer and the Guarantor  reach their
     first  agreement with any Dealer for the issue and purchase of Notes,  that
     Dealer  shall have  received,  and found  satisfactory,  in its  reasonable
     opinion,  all of the documents and  confirmations  described in the Initial
     Documentation List.

(2)  EACH ISSUE

     The  obligations of a Dealer under any agreement for the issue and purchase
     of Notes made pursuant to Clause 2 are conditional upon:

     (a)  there having been, as at the proposed Issue Date, no adverse change in
          the condition  (financial or otherwise) of the relevant Issuer and the
          Guarantor (as the case may be) which is material in the context of the
          issue and  offering  of the Notes from that set forth in the  Offering
          Circular on the relevant  Agreement  Date,  nor the  occurrence of any
          event  making  untrue or  incorrect  to an extent which is material as
          aforesaid any of the warranties contained in Clause 4;

     (b)  there being no outstanding  breach of any of the obligations of either
          the relevant  Issuer or (as the case may be) the Guarantor  under this
          Agreement,  the Notes, the Agency  Agreement,  the Deed of Covenant or
          the Deed of Guarantee which has not been waived by the relevant Dealer
          on or prior to the proposed Issue Date;


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                                      7


     (c)  subject to Clause 12, the aggregate  nominal amount of the Notes to be
          issued,  when  added to the  aggregate  nominal  amount  of all  Notes
          outstanding (as defined in the Agency Agreement) on the proposed Issue
          Date,  not  exceeding  U.S.$2,000,000,000  or its  equivalent in other
          currencies as determined pursuant to subclause (5);

     (d)  in the case of Notes  which are  intended to be listed,  the  relevant
          Stock Exchange having agreed to list such Notes;

     (e)  no  meeting  of the  holders  of Notes (or any of them)  issued by the
          relevant  Issuer (to consider  matters  which might in the  reasonable
          opinion  of the  relevant  Dealer  be  considered  to have a  material
          adverse  effect on the issue of the Notes)  having been duly  convened
          but not yet held or,  if held but  adjourned,  the  adjourned  meeting
          having not been held and neither the relevant Issuer nor the Guarantor
          being  aware of any  circumstances  which  are  likely  to lead to the
          convening of such a meeting;

     (f)  there having been,  between the Agreement  Date and the Issue Date for
          such Notes,  no such change in  national or  international  financial,
          political  or  economic  conditions  or  currency  exchange  rates  or
          exchange  controls  as would,  in the opinion of the  relevant  Dealer
          (after  consultation  with the  relevant  Issuer and the  Guarantor if
          practicable),

          be likely to prejudice  materially  the success of the offer,  sale or
          distribution by such Dealer of the Notes proposed to be issued;

     (g)  the forms of the Pricing  Supplement,  the Temporary  Global Note, the
          Permanent  Global Note and/or the Definitive  Notes in relation to the
          relevant Tranche and the relevant settlement  procedures,  having been
          agreed by the relevant Issuer, the Guarantor,  the relevant Dealer and
          the Agent;

     (h)  the relevant  currency  being  generally  accepted for  settlement  by
          Euroclear and Clearstream, Luxembourg; and

     (i)  any calculations or determinations  which are required by the relevant
          Conditions prior to the Issue Date having been duly made.

(3)  WAIVER

     Any Dealer,  on behalf of itself  only (or,  in  relation  to a  syndicated
     issue,  the Lead Manager on behalf of itself and the other Managers) may by
     notice in writing to the relevant Issuer and the Guarantor waive any of the
     conditions  precedent  contained  in  subclauses  (1) and (2) (save for the
     condition precedent contained in subclause (2)(c)) in so far as they relate
     to an issue of Notes to that Dealer.

(4)  UPDATING OF LEGAL OPINIONS

     Before  the first  issue of Notes  occurring  after the end of each  annual
     period  commencing  on the date  hereof  and on such other  occasions  as a
     Dealer so  requests in relation  either to any Issuer or the  Guarantor  or
     both (on the basis of reasonable grounds), the Issuers and/or the Guarantor
     will  procure  that a  further  legal  opinion  in such  form and with such
     content as the Dealers may reasonably require is delivered,  at the expense
     of the  Issuers  (as to which  each of the  Issuers  shall  have  joint and
     several responsibility as between itself and the Guarantor

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                                      8

     to the Dealers). If at, or prior to, the time of any agreement to issue
     and purchase Notes under Clause 2 such request is given in writing with
     respect to the Notes to be issued, the receipt of such opinion in a form
     satisfactory to the relevant Dealer shall be a further condition
     precedent to the issue of those Notes to the relevant Dealer.

(5)  DETERMINATION OF AMOUNTS OUTSTANDING

     For the purposes of subclause (2)(c):

     (a)  the U.S.  dollar  equivalent of Notes  denominated in a currency other
          than  U.S.  dollars  shall be  determined,  at the  discretion  of the
          Issuer,  either  as of the  Agreement  Date for  such  Notes or on the
          preceding day on which  commercial  banks and foreign exchange markets
          are open for general business in London,  in each case on the basis of
          the spot rate for the sale of U.S. dollars against the purchase of the
          relevant  currency in the London foreign exchange market quoted by any
          leading bank  selected by the relevant  Issuer or the Guarantor on the
          relevant day of calculation;

     (b)  the U.S.  dollar  equivalent of Dual Currency  Notes and Indexed Notes
          shall be calculated in the manner  specified above by reference to the
          original nominal amount of such Notes;

     (c)  the U.S. dollar equivalent of Zero Coupon Notes and other Notes issued
          at a discount or premium shall be  calculated in the manner  specified
          above by reference to the net proceeds received by the relevant Issuer
          for the particular issue; and

     (d)  the U.S.  dollar  equivalent of Partly Paid Notes shall be the nominal
          amount regardless of the amount of purchase moneys paid.

4.   REPRESENTATIONS AND WARRANTIES

(1)  As at the date of this  Agreement  each of the  Issuers  and the  Guarantor
     (each Issuer severally as to itself and the Guarantor jointly and severally
     with the  relevant  Issuer as to the  relevant  Issuer and  severally as to
     itself) warrant to and agree with the Dealers and each of them as follows:

     (a)  that the Offering Circular contains all information with regard to the
          Issuers,  the Guarantor and the Notes which is material in the context
          of the Program and the issue and  offering of Notes  thereunder,  that
          the information contained in the Offering Circular with respect to the
          Issuers,  the  Guarantor  and the  Notes is true and  accurate  in all
          material respects and is not misleading in any material respect,  that
          the  opinions  and  intentions  expressed  therein with respect to the
          Issuers, the Guarantor and the Notes are honestly held, that there are
          no other facts with  respect to the  Issuers,  the  Guarantor  and the
          Notes the  omission  of which  would make the  Offering  Circular as a
          whole  or any  of  such  information  or the  expression  of any  such
          opinions or  intentions  misleading  in any material  respect and that
          each of the  Issuers  and  the  Guarantor  have  made  all  reasonable
          enquiries to ascertain all facts material for the purposes  aforesaid,
          provided that the warranty and  agreement in this  paragraph (a) shall
          not extend to information  in the Offering  Circular under the heading
          "Subscription and Sale";


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                                      9


     (b)  that, except as otherwise  indicated in the Offering  Circular,  there
          has been no adverse  change in the  financial  position  or results of
          operations of the Guarantor and its consolidated subsidiaries taken as
          a whole which is material in the context of the issue and  offering of
          any Notes to be issued  under the  Program  since the date as at which
          the last published audited consolidated accounts of the Guarantor were
          prepared;

     (c)  that each of the Issuers and the  Guarantor is duly  incorporated  and
          validly  existing under the laws of its  jurisdiction of incorporation
          and that the  creation of Notes under the Program,  their  offering on
          the  terms  and  subject  to  the  conditions  contained  herein,  the
          execution and issue by the relevant  Issuer of, and  compliance by the
          relevant  Issuer with the terms of, the Notes,  the  Receipts  and the
          Coupons and the  execution and delivery by or on behalf of each Issuer
          of, and  compliance by each Issuer with the terms of, this  Agreement,
          the Deed of Covenant and the Agency  Agreement  and the  execution and
          delivery  by or on  behalf of the  Guarantor,  and  compliance  by the
          Guarantor with the terms of, the Deed of Guarantee:

          (i)  are  in  accordance  with  the  provisions  of  the  laws  of the
               jurisdiction of the relevant company and with the  constitutional
               documents of the relevant company;

          (ii) do not infringe the terms of, or constitute a default under,  any
               trust deed,  agreement or other instrument or obligation to which
               any of the Issuers or the  Guarantor is a party or by which it is
               bound; and

         (iii) have been  duly  authorised  by each of the  Issuers  and/or  the
               Guarantor (as the case may be),

          so that Notes issued under the Program, the Receipts,  the Coupons and
          the aforesaid  agreements  constitute,  or upon due authentication and
          issue  or  delivery  will   constitute,   valid  and  legally  binding
          obligations  of the relevant  Issuer and/or the Guarantor (as the case
          may  be)  in  accordance  with  their  respective  terms  (subject  to
          applicable   bankruptcy,   reorganisation,    insolvency,   fraudulent
          transfer,  moratorium  and other  similar  laws  affecting  creditors'
          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);

     (d)  that no  condition,  omission,  event or act has occurred  which would
          (or,  with the  giving  of  notice  and/or  the  lapse of time  would)
          constitute an Event of Default;

     (e)  that,  except  as  disclosed  in the  Offering  Circular,  none of the
          Issuers  or  the  Guarantor  is  engaged   (whether  as  defendant  or
          otherwise)  in, nor has any of the Issuers or the Guarantor  knowledge
          of the  existence  of,  or any  threat  of,  any  legal,  arbitration,
          administrative  or other  proceedings the result of which might have a
          material adverse effect on the financial position or operations of any
          of the Issuers or the  Guarantor  in the context of the issue of Notes
          under the Program;

     (f)  that all consents, approvals, authorisations, orders and clearances of
          all  regulatory  authorities  required by the Issuers or the Guarantor
          under the laws of Germany, the
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                                      10

     United States of America, Switzerland, the Grand Duchy of Luxembourg and
          the United Kingdom (as the case may be) for or in connection with
          the creation and offering of Notes under the Program, the execution
          and issue of, and compliance by each Issuer and the Guarantor with
          the terms of, Notes issued under the Program (including any Global
          Note), the Receipts and the Coupons and the execution and delivery
          of, and compliance with the terms of, this Agreement, the Agency
          Agreement, the Deed of Covenant and the Deed of Guarantee have been
          obtained and are in full force and effect and that the Issuers and
          the Guarantor have complied with all legal and other requirements
          necessary to ensure that, upon due authentication and issue in the
          manner aforesaid, Notes issued under the Program, the Receipts and
          the Coupons will represent valid and legally binding obligations of
          the relevant Issuer and the Guarantor, payable (as regards the
          Notes, any Global Note, the Receipts and the Coupons) in accordance
          with their terms, that this Agreement, the Agency Agreement, the
          Deed of Covenant and the Deed of Guarantee constitute valid and
          legally binding obligations of the Issuers and/or the Guarantor (as
          the case may be) in accordance with their respective terms (subject
          to applicable bankruptcy, reorganisation, insolvency, fraudulent
          transfer, moratorium and other similar laws affecting creditors'
          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) and that on issuance, due payment of
          the principal and interest (including any additional amounts payable
          under the Conditions of the Notes) in respect of Notes issued under
          the Program and compliance by the Issuers and/or the Guarantor with
          their terms and with the terms of this Agreement, the Agency
          Agreement, the Deed of Covenant and the Deed of Guarantee will not
          infringe any existing such laws or the terms of any such consent,
          approval, authorisation, order or clearance;

     (g)  that the net proceeds from the issue of the Notes will be used outside
          Switzerland;

     (h)  that none of the Issuers,  the Guarantor nor any affiliate (as defined
          in Rule 405 under the Securities  Act) nor any persons (other than the
          Dealers,  any of their  respective  affiliates or any person acting on
          behalf  of any of the  foregoing)  acting on behalf of any of them has
          engaged or will engage in any directed  selling efforts (as defined in
          Regulation S under the Securities Act) with respect to the Notes,  and
          the Issuers,  the Guarantor  and any affiliate and all persons  (other
          than the Dealers,  any of their  respective  affiliates  or any person
          acting on behalf of any of the  foregoing)  acting on behalf of any of
          them with respect to the Notes have  complied and will comply with the
          offering   restrictions   requirements   of  Regulation  S  under  the
          Securities Act with respect thereto; and

     (i)  that in relation to each  Tranche of Notes for which a Dealer is named
          as a Stabilising Manager in the applicable Pricing Supplement,  it has
          not issued and will not issue,  without the prior  written  consent of
          that Dealer, any press or other public  announcement  referring to the
          proposed issue of Notes unless the announcement  adequately  discloses
          that stabilising  action may take place in relation to the Notes to be
          issued.

(2)  With regard to each issue of Notes under the Program,  the relevant  Issuer
     and the Guarantor  shall be deemed to repeat the  warranties and agreements
     contained in  subclause  (1) as at the  Agreement  Date for such Notes (any
     agreement  on such  Agreement  Date  being  deemed to

<PAGE>
                                      11


     have been made on the basis of, and in reliance on, such warranties and
     agreements) and as at the Issue Date of such Notes.

(3)  The Issuers and the Guarantor shall be deemed to repeat the representations
     and  warranties  contained  in  subclause  (1)(a) on each date on which the
     Offering Circular is revised,  supplemented or amended. The Issuers and the
     Guarantor  shall be deemed to repeat  the  representations  and  warranties
     contained  in  subclause  (1) on each date on which the  aggregate  nominal
     amount of the Program is increased in accordance with Clause 12.

(4)  The warranties and agreements  contained in this Clause 4 shall continue in
     full force and effect  notwithstanding any investigation by or on behalf of
     the Dealers or completion of the subscription and issue of any Notes.

5.   UNDERTAKINGS OF THE ISSUERS AND THE GUARANTOR

(1)  NOTIFICATION OF MATERIAL DEVELOPMENTS

     Each  Issuer and the  Guarantor  shall,  prior to the time of an  agreement
     under Clause 2 (or, if such party becomes aware of the  occurrence  thereof
     after  such time but prior to the  completion  of the  distribution  by the
     Dealers  of  the  relevant  Notes,  promptly  upon  becoming  aware  of the
     occurrence thereof), notify each Dealer of:

     (a)  any Event of Default or any condition, event or act in relation to
          itself of which it is aware which, with the giving of notice and/or
          the lapse of time (after the issue of any Notes) would constitute an
          Event of Default or any breach of the representations and warranties
          or undertakings contained in this Agreement, the Agency Agreement,
          the Deed of Covenant, the Deed of Guarantee or any of them; and

     (b)  any  development  affecting  such  Issuer  or the  Guarantor  or their
          respective  businesses of which it is aware which,  in the  reasonable
          opinion  of such  Issuer  or the  Guarantor  (as the case may be),  is
          material  in  the  context  of  the  Program  or any  issue  of  Notes
          thereunder.

     If,  following the time of an agreement under Clause 2 and before the issue
     of the relevant Notes,  the relevant Issuer or the Guarantor  becomes aware
     that the  conditions  specified  in Clause  3(2) will not be  satisfied  in
     relation  to  that  issue,   the  relevant  Issuer  or  the  Guarantor  (if
     applicable), as the case may be, shall forthwith notify the relevant Dealer
     to that effect  giving full details  thereof.  In such  circumstances,  the
     relevant  Dealer shall be entitled (but not bound) by written notice to the
     relevant  Issuer and the Guarantor to be released and  discharged  from its
     obligations  under the agreement  reached under Clause 2. Without prejudice
     to the  generality of the  foregoing,  each Issuer and the Guarantor  shall
     from time to time promptly furnish to each Dealer such information relating
     to such Issuer and/or the Guarantor (as the case may be) as such Dealer may
     reasonably  request,  provided  that such  information  is  relevant in the
     context of the Program or an issue of Notes thereunder.

(2)  UPDATING OF OFFERING CIRCULAR

     Following the publication of the Guarantor's audited financial  information
     for the year  ended  31st  December,  2002,  and at the end of each  annual
     period  thereafter  and in the event of a

<PAGE>

                                      12


     change in the condition of any or all of the Issuers or the Guarantor
     which is material in the context of the Program or the issue of the Notes
     thereunder, the Issuers and the Guarantor shall update or amend the
     Offering Circular (following consultation with the Arrangers on behalf of
     the Dealers) by the publication of a supplement thereto, in a form
     approved by the Dealers, in the light of such change in condition. The
     Offering Circular shall, as specified therein, be deemed to incorporate
     by reference therein the most recently published annual accounts (if any)
     of each Issuer and the Guarantor and the most recently published annual
     report of the Guarantor from time to time. Upon any new financial
     statements being incorporated in the Offering Circular as aforesaid or
     upon the publication of a revised Offering Circular or a supplement to
     the Offering Circular, the Issuers or the Guarantor (as the case may be)
     shall promptly supply to each Dealer and the Agent such number of copies
     of such financial statements, revised Offering Circular or supplement as
     each Dealer or the Agent (as the case may be) may reasonably request.
     Until a Dealer receives such financial statements, revised Offering
     Circular or supplement, the definition of "Offering Circular" in Clause
     1(1) shall, in relation to such Dealer, mean the Offering Circular prior
     to the publication of such financial statements, revised Offering
     Circular or supplement.

(3)  LISTING

     The Issuers and the Guarantor shall cause an initial application to be
     made for Notes issued under the Program to be listed on the Luxembourg
     Stock Exchange or on such other Stock Exchange as the Issuers, the
     Guarantor and the Arrangers may agree. In connection with such
     application in respect of any Series of Notes which is intended to be so
     listed, the relevant Issuer and the Guarantor (if applicable) shall
     endeavour to obtain the listing as promptly as reasonably practicable and
     the relevant Issuer and the Guarantor (if applicable) shall make
     reasonable endeavours to furnish any and all documents, instruments,
     information and undertakings that may be necessary or advisable in order
     to obtain and maintain the listing. If, after the preparation of the
     Offering Circular for submission to the relevant Stock Exchange and
     before whichever is the later of the Issue Date of any Notes and the date
     on which listing becomes effective:

     (a)  there is a significant  change which is material in the context of the
          Notes  affecting any matter  contained in the Offering  Circular whose
          inclusion was required by the relevant Stock Exchange; or

     (b)  a  significant  new matter  arises which is material in the context of
          the Notes and the inclusion of  information  in respect of which would
          have been so required if it had arisen when the Offering  Circular was
          prepared,

     the relevant  Issuer and the Guarantor  shall give to the Listing Agent and
     to each  Dealer  full  information  about the  change  or matter  and shall
     publish such supplementary  listing  particulars (in a form approved by the
     Listing Agent) as may be required by the relevant Stock Exchange, and shall
     otherwise comply with the Listing Rules in that regard.

     Each Issuer and the Guarantor shall comply with any  undertakings  given by
     it from time to time to the relevant Stock  Exchange(s) in connection  with
     any Notes  listed on such Stock  Exchange(s)  or the listing  thereof  and,
     without  prejudice to the  generality  of the  foregoing,  shall furnish or
     procure  to be  furnished  to  the  relevant  Stock  Exchange(s)  all  such
     information

<PAGE>
                                      13


     as the relevant Stock Exchange(s) may require in connection with the
     listing on such Stock Exchange(s) of any Notes.

     If any  Notes  cease to be  listed  on the  relevant  Stock  Exchange,  the
     relevant  Issuer and the Guarantor  shall  endeavour  promptly to list such
     Notes on a stock exchange to be agreed  between the Issuers,  the Guarantor
     and the relevant Dealers.

(4)  AGENCY AGREEMENT, DEED OF COVENANT AND DEED OF GUARANTEE

     Each Issuer and the Guarantor undertakes that it will not:

     (a)  without  prior  consultation  with the  Dealers  terminate  the Agency
          Agreement,  the Deed of Covenant or the Deed of Guarantee or effect or
          permit to become effective any amendment to the Agency Agreement,  the
          Deed of Covenant  or the Deed of  Guarantee  which,  in the case of an
          amendment, would or might adversely affect the interests of any Dealer
          or of any holder of Notes issued before the date of such amendment; or

     (b)  without prior  consultation with the Dealers appoint a different Agent
          or paying agent(s) under the Agency Agreement,

          and each Issuer and the  Guarantor  will  promptly  notify each of the
          Dealers of any termination of, or amendment to, the Agency  Agreement,
          the Deed of Covenant or the Deed of Guarantee and of any change in the
          Agent or paying agent(s) under the Agency Agreement.


(5)  LAWFUL COMPLIANCE

     Each Issuer and the  Guarantor  will at all times ensure that all necessary
     action is taken and all  necessary  conditions  are  fulfilled  (including,
     without limitation, the obtaining of all necessary consents) so that it may
     lawfully comply with its obligations under the Notes,  this Agreement,  the
     Agency  Agreement,  the Deed of  Covenant  and the Deed of  Guarantee  and,
     further,  so that it may comply with any applicable  laws,  regulations and
     guidance from time to time  promulgated by any  governmental and regulatory
     authorities  relevant  in the  context  of the  issue  of Notes  under  the
     Program.

(6)  AUTHORISED REPRESENTATIVE

     Each  Issuer and the  Guarantor  will  notify the  Dealers  immediately  in
     writing if any of the persons  named in the list referred to in paragraph 3
     of the Initial Documentation List ceases to be authorised to take action on
     behalf of such Issuer and the Guarantor or if any additional person becomes
     so authorised  together,  in the case of an additional  authorised  person,
     with  evidence  satisfactory  to the  Dealers  that such person has been so
     authorised.

(7)  AUDITORS' COMFORT LETTERS

     Each Issuer and the Guarantor  will at the time of the  preparation  of the
     initial  Offering  Circular and thereafter upon each occasion when the same
     may be amended or updated,  whether by means of information incorporated by
     reference or otherwise  (insofar as such amendment or up-dating concerns or
     contains financial  information about any of the Issuers or


<PAGE>
                                      14


     the Guarantor), at the expense of the Issuers and the Guarantor (as to
     which each of the Issuers will have joint and several responsibility as
     between itself and the Guarantor) and at other times whenever so
     requested by the Dealers or any of them (on the basis of reasonable
     grounds) deliver to the relevant Dealer a comfort letter or comfort
     letters from independent auditors of the Issuers (or any of them) and the
     Guarantor in such form and with such content as the relevant Dealer may
     reasonably request.

(8)  NO OTHER ISSUES

     During the period  commencing on an Agreement  Date in respect of any Notes
     and  ending on the Issue  Date with  respect  to those  Notes,  none of the
     Issuers or the Guarantor will, without prior consultation with the relevant
     Dealer,  issue or agree to issue any  other  listed  notes,  bonds or other
     securities  of  whatsoever  nature (other than Notes to be issued under the
     Program) where such notes,  bonds or other  securities  would have the same
     maturity and currency as the Notes to be issued on the relevant Issue Date.

(9)  INFORMATION ON NOTEHOLDERS' MEETINGS

     Each Issuer or the Guarantor  will,  at the same time as it is  despatched,
     furnish the Dealers with a copy of every notice of a meeting of the holders
     of the Notes (or any of them) which is despatched at the instigation of the
     relevant  Issuer or the  Guarantor (as the case may be) and will notify the
     Dealers immediately after it becomes aware that a meeting of the holders of
     the Notes (or any of them) has been convened by holders of the Notes.

(10) RATING

     Each Issuer (failing whom the Guarantor) undertakes promptly to notify
     the Dealers of any change in the rating given by Standard & Poor's,
     Moody's or such other rating agency as notified to the Dealers for any of
     the Notes to be issued under the Program by it, or upon it becoming aware
     that such rating is listed on 'Creditwatch' or other similar publication
     of formal review by the relevant rating agency.

(11) COMMERCIAL PAPER

     In respect of any Tranche of Notes which must be redeemed  before the first
     anniversary of the date of its issue, the Issuer will issue such Notes only
     if the  following  conditions  apply (or the Notes can  otherwise be issued
     without contravention of Section 19 of the FSMA):

     (a)  the relevant Dealer  covenants in the terms set out in paragraph 2(ii)
          of Appendix B; and

     (b)  the redemption value of each Note is not less than  (pound)100,000 (or
          an  amount  of  equivalent  value  denominated  wholly  or partly in a
          currency  other  than  sterling),  and  no  part  of any  Note  may be
          transferred  unless the redemption value of that part is not less than
          (pound)100,000 (or such an equivalent amount).

6.   INDEMNITY

(1)  Without  prejudice  to the other  rights or remedies of the  Dealers,  each
     Issuer  (severally as to itself) and the  Guarantor  (jointly and severally
     with the  relevant  Issuer and  severally as to

<PAGE>
                                      15


     itself) undertakes to the Arranger and each Dealer that if that Arranger
     or Dealer or any Relevant Party relating to that Arranger or Dealer
     incurs any liability, damages, cost, loss or expense (including, without
     limitation, legal fees, costs and expenses) (a "Loss") arising out of, in
     connection with, or based on:

     (a)  any failure by the  relevant  Issuer to issue on the agreed Issue Date
          any Notes which a Dealer has agreed to purchase  (unless  such failure
          is as a  result  of the  failure  by the  relevant  Dealer  to pay the
          aggregate purchase price for such Notes); or

     (b)  any actual or alleged  breach of the  representations,  warranties and
          undertakings  contained  in,  or  made  or  deemed  to be  made by the
          relevant Issuer and/or the Guarantor  under,  this Agreement (any such
          allegation being made by a person other than a Relevant Party); or

     (c)  any  untrue  or  misleading   (or  allegedly   untrue  or  misleading)
          statement, which is material (or allegedly material) in the context of
          the  Program  and the  issue  and  offering  of Notes  by such  Issuer
          thereunder,  in, or any material  omission (or alleged omission) from,
          the Offering  Circular or any part thereof (any such allegation  being
          made by a person other than a Relevant Party).

     the relevant Issuer or, as the case may be, the Guarantor shall (subject as
     provided  in  subclause  (2)) pay to that  Arranger  or Dealer on demand an
     amount  equal to such Loss.  No Arranger  or Dealer  shall have any duty or
     obligation,  whether as  fiduciary  or trustee  for any  Relevant  Party or
     otherwise,  to recover any such  payment or to account to any other  person
     for any amounts paid to it under this Clause 6(1).

(2)  If any action, proceeding, claim or demand shall be brought or asserted
     against any Relevant Party in respect of which an indemnity is to be
     sought against another party under Clause 6(1) (the "Indemnifying
     Person"), the Relevant Party shall promptly notify the Indemnifying
     Person in writing, and the Indemnifying Person shall have the option in
     the name of the Relevant Party to assume the defence thereof, including
     the employment of legal advisers approved by the Relevant Party (which
     approval shall not be unreasonably withheld or delayed) subject to the
     payment by the Indemnifying Person of all fees and expenses relating
     thereto provided that such legal advisers shall not, save with the
     consent of the Relevant Party (which consent shall not be unreasonably
     withheld or delayed), also be legal advisers to the Indemnifying Person
     and provided further that if the defendants in any such action,
     proceeding, claim or demand include the Relevant Party and the Relevant
     Party shall have reasonably concluded that there may be legal defences
     available to the Relevant Party which are different from or additional to
     those available to the Indemnifying Person and in the event that the
     Indemnifying Person does not wish to assume, or is prevented from
     assuming, such different or additional legal defences on behalf of the
     Relevant Party, the Relevant Party shall have the right, at the expense
     of the Indemnifying Person, to select separate legal advisers to assume
     such legal defences and otherwise to participate in the defence of such
     action, proceeding, claim or demand on behalf of the Relevant Party.

     Upon receipt of notice from the  Indemnifying  Person of its election so to
     assume the  defence  of any such  action,  proceeding,  claim or demand and
     approval  by the  Relevant  Party  as  aforesaid  of  legal  advisers,  the
     Indemnifying  Person will not be liable to any Relevant  Party for

<PAGE>
                                      16


     any fees or expenses subsequently incurred by such Relevant Party in
     connection with the defence thereof unless:

     (i)  the Relevant  Party shall have employed  legal  advisers in connection
          with the assumption of legal  defences in accordance  with the proviso
          to the preceding paragraph; or

     (ii) the  Indemnifying  Person shall not have employed legal  advisers,  or
          taken other  measures,  approved by or on behalf of the Relevant Party
          to represent such Relevant Party within a reasonable time after notice
          has been received by the  Indemnifying  Person of  commencement of the
          action or proceedings or the making of any claim or demand; or

    (iii) the  Indemnifying  Person has  authorised  the  employment of separate
          legal advisers by the Indemnifying Person,

     in which case the Indemnifying Person will reimburse the Relevant Party all
     such reasonable fees and expenses.

     Each Relevant Party undertakes not to compromise or settle any such action,
     proceedings,  claim or demand  effected  without the written consent of the
     Indemnifying  Person. Each Indemnifying Person undertakes not to compromise
     or settle any such action, proceedings,  claims or demands effected without
     the  written   consent  of  the  Relevant  Party  (consent  is  not  to  be
     unreasonably withheld or delayed). If any such action, proceeding, claim or
     demand  shall be settled  with the  authority  and  written  consent of the
     Indemnifying  Person or if there be a final  judgment for the  plaintiff in
     relation  thereto in respect of which the  Relevant  Party is  entitled  to
     indemnification  hereunder, the Indemnifying Person agrees to indemnify and
     hold harmless the Relevant  Party from and against any loss or liability by
     reason of such  settlement  or judgment  (other than any fees and  expenses
     incurred in circumstances where the Indemnifying Person is not to be liable
     therefor under the preceding paragraph).

7.   AUTHORITY TO DISTRIBUTE DOCUMENTS

     Subject to Clause 8 below, each Issuer and the Guarantor hereby
     authorises each of the Dealers on behalf of each Issuer and the Guarantor
     to provide copies of the Offering Circular and such additional written
     information as the relevant Issuer or the Guarantor shall, in writing,
     provide to and authorise the Dealers so to use to actual and potential
     purchasers of Notes.

8.   DEALERS' UNDERTAKINGS

     (1)  Each Dealer agrees to comply with the  restrictions and agreements set
          out in Appendix B hereto.

     (2)  Each Dealer acknowledges that:

          (i)  none of the Issuers nor the Guarantor  has  authorised it to give
               any information or make any representation in connection with any
               offering,  issue,  subscription  or sale of any Notes  other than
               those  contained  in the  Offering  Circular  or the  information


<PAGE>
                                      17


               approved in writing and provided by such Issuer or the  Guarantor
               pursuant to Clause 7;

          (ii) it will not circulate any version of the Offering  Circular other
               than the latest  version of the  Offering  Circular  published by
               such Issuer and made  available to such Dealer from time to time;
               and

         (iii) it shall  promptly  cease  use or  distribution  of the  Offering
               Circular or any additional  written  information  provided for in
               Clause 7 upon receipt of notice from any Issuer or the  Guarantor
               that the Offering Circular or such information  requires updating
               or correction.

     (3)  Each Dealer undertakes with each of the Issuers, the Guarantor and the
          other  Dealers to  indemnify,  defend and hold  harmless  the Relevant
          Party against any losses,  liabilities,  claims, charges,  actions and
          demands, and any reasonable out-of-pocket costs and expenses which the
          Relevant  Party may incur or which may be made  against  the  Relevant
          Party arising out of, or in connection with:

          (a)  the making by such Dealer of any unauthorised  representation  or
               the giving by it of any information which is not contained in the
               Offering  Circular or otherwise  authorised  in  accordance  with
               Clause 7; or

          (b)  any failure by such Dealer to observe any of the  restrictions or
               agreements contained in Appendix B hereto.

     (4)  If any claim,  demand or action is brought  against any such  Relevant
          Party  in  respect  of which  indemnity  may be  sought  from a Dealer
          pursuant to Clause 8(3),  the  provisions  of Clause 6(2) shall apply,
          mutatis mutandis, in relation thereto.

9.   FEES, EXPENSES AND STAMP DUTIES

(1)  The Issuers and the  Guarantor  jointly and severally  undertake  that they
     shall:

     (a)  pay to each  Dealer  all  commissions  from  time to  time  agreed  in
          connection  with the sale of any Notes to that  Dealer  (and any value
          added or other similar tax thereon); and

     (b)  pay (together with any value added tax or other similar tax thereon):

          (i)  the fees and expenses of their legal advisers and auditors; and

          (ii) the cost of listing and  maintaining  the listing of any Notes to
               be  issued  under the  Program  which are to be listed on a Stock
               Exchange;

(2)  The Issuers and the  Guarantor  jointly and severally  undertake  that they
     shall:

     (a)  pay (together with any value added tax or other similar tax thereon):

          (i)  the fees and expenses payable to the Agent and any paying agents;

<PAGE>
                                      18


          (ii) all expenses (other than those of the Agent,  any paying agent or
               the  Dealers)  in  connection  with  the  issue,  authentication,
               packaging and initial  delivery of Notes and the  preparation  of
               Global Notes, this Agreement,  the Agency Agreement,  the Deed of
               Guarantee and the preparation and printing of Notes, the Offering
               Circular and any amendments or supplements thereto (including the
               updating of any legal opinions issued pursuant to Clause 3(4) and
               of any auditors' comfort letters issued pursuant to Clause 5(7));
               and

         (iii) the cost of any publicity  agreed in writing by any Issuer or the
               Guarantor  in  connection  with the  Program  or any issue of any
               Notes;

     (b)  pay to UBS Warburg such amount as is separately  agreed in relation to
          the  fees  and  disbursements  of  the  legal  advisers  appointed  to
          represent the Dealers  (including any value added tax or other similar
          tax  thereon)  in  connection  with  the   negotiation,   preparation,
          execution and delivery of this Agreement,  the Agency  Agreement,  the
          Deed of Covenant,  the Deed of Guarantee and any documents referred to
          in any of them and any other documents required in connection with the
          creation of the Program; and

     (c)  pay promptly, and in any event before any penalty becomes payable, any
          stamp, documentary, registration or similar duty or tax (including any
          stamp duty  reserve  tax)  payable in  Germany,  the United  States of
          America,  the  United  Kingdom,  Switzerland  or the  Grand  Duchy  of
          Luxembourg in connection with the entry into, performance, enforcement
          or  admissibility  in evidence of this  Agreement,  any  communication
          pursuant hereto, the Agency Agreement,  the Deed of Covenant, the Deed
          of Guarantee or any Note and shall  indemnify  each Dealer against any
          liability  with  respect to or  resulting  from any delay in paying or
          omission to pay any such duty or tax.

10.  TERMINATION OF APPOINTMENT OF DEALERS

     The Issuers,  the  Guarantor or (as to itself) a Dealer may  terminate  the
     arrangements  described in this  Agreement by giving not less than 30 days'
     written  notice to the other parties  hereto.  The Issuers or the Guarantor
     may  terminate  the  appointment  of a Dealer or Dealers by giving not less
     than 30  days'  written  notice  to such  Dealer  or  Dealers  (with a copy
     promptly  thereafter to all the other  Dealers and the Agent).  Termination
     shall not affect any rights or  obligations  (including  but not limited to
     those  arising  under  Clause 6, 8 or 9) which have  accrued at the time of
     termination  or which accrue  thereafter in relation to any act or omission
     or alleged act or omission which occurred prior to such time.

11.  APPOINTMENT OF NEW DEALERS

(1)  Nothing in this  Agreement  shall prevent the Issuers or the Guarantor from
     appointing one or more New Dealers for the duration of the Program or, with
     regard  to a  particular  issue  of  Notes,  the  relevant  Issuer  and the
     Guarantor (if  applicable)  from appointing one or more New Dealers for the
     purposes of that issue, in either case upon the terms of this Agreement and
     provided  that,   unless  such  appointment  is  effected   pursuant  to  a
     Subscription Agreement:

<PAGE>
                                      19

     (a)  any New Dealer  shall  have first  delivered  to the  Issuers  and the
          Guarantor a Dealer Accession Letter; and

     (b)  the Issuers and the Guarantor  shall have delivered to such New Dealer
          a Confirmation Letter.

     Upon  receipt  of the  relevant  Confirmation  Letter or  execution  of the
     relevant Subscription  Agreement,  as the case may be, each such New Dealer
     shall, subject to the terms of the relevant Dealer Accession Letter and the
     relevant Confirmation Letter or the relevant Subscription Agreement, as the
     case may be, become a party to this  Agreement,  vested with all authority,
     rights,  powers,  duties and obligations of a Dealer as if originally named
     as a Dealer hereunder  provided that, except in the case of the appointment
     of a New Dealer for the duration of the Program, following the issue of the
     Notes of the  relevant  Tranche,  the  relevant  New  Dealer  shall have no
     further such authority,  rights,  powers, duties or obligations except such
     as may have accrued or been  incurred  prior to or in  connection  with the
     issue of such Notes.

(2)  The Issuers and/or the Guarantor  shall  promptly  notify the Agent and the
     other  Dealers of any  appointment  of a New Dealer for the duration of the
     Program by supplying to such parties a copy of any Dealer  Accession Letter
     and  Confirmation  Letter.  No such notice shall be required to be given in
     the case of an appointment of a New Dealer for a particular issue of Notes.

12.  INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAM

(1)  From time to time the Issuers and the  Guarantor  may wish to increase  the
     aggregate nominal amount of the Notes that may be issued under the Program.
     In such  circumstances,  the Issuers and the  Guarantor may request such an
     increase (subject as set out in subclause (2)) by delivering to the Listing
     Agent  and the  Dealers  the  letter  substantially  in the form set out in
     Appendix D hereto. Unless notice to the contrary is received by the Issuers
     or the  Guarantor  no later  than 10 days  after  notice  was  given to the
     Dealers and the Listing Agent,  each such Dealer and the Listing Agent will
     be deemed to have given its consent to the  increase in the nominal  amount
     of the  Program,  whereupon  all  references  in  this  Agreement  and  the
     Procedures  Memorandum  to a Euro  Medium  Term Note  Program  of a certain
     nominal  amount,  shall be and shall be deemed to be  references  to a Euro
     Medium Term Note Program of the increased nominal amount.

(2)  Notwithstanding subclause (1), the right of the Issuers and the Guarantor
     to increase the aggregate nominal amount of the Program shall be subject
     to each Dealer having received and found satisfactory all the documents
     and confirmations described in the Initial Documentation List (with such
     changes as may be relevant, with reference to the circumstances at the
     time of the proposed increase as are agreed between the Issuers, the
     Guarantor and the Dealers), and the delivery of any further conditions
     precedent that any of the Dealers may reasonably require, including,
     without limitation, the production of a supplementary Offering Circular
     by the Issuers and the Guarantor and any further or other documents
     required by the relevant Stock Exchange(s) for the purpose of listing the
     Notes to be issued under the Program on the relevant Stock Exchange(s).
     The Arrangers shall circulate to the Dealers all the documents and
     confirmations described in the Initial Documentation List and any further
     conditions precedent so required. Any Dealer must notify the Arrangers,
     the Issuers and the Guarantor



<PAGE>
                                      20


     within 10 business days of receipt if it considers, in its reasonable
     opinion, such documents, confirmations and, if applicable, such further
     conditions precedent to be unsatisfactory.

13.  STATUS OF THE ARRANGERS

(1)  Each of the  Dealers  agrees  that  each  Arranger  has  only  acted  in an
     administrative  capacity to facilitate the establishment and/or maintenance
     of the  Program  and has no  responsibility  to it for  (a)  the  adequacy,
     accuracy,  completeness or reasonableness of any representation,  warranty,
     undertaking,  agreement, statement or information in the Offering Circular,
     any Pricing  Supplement,  this  Agreement  or any  information  provided in
     connection  with the Program or (b) the nature and suitability of it of all
     legal, tax and accounting  matters and all documentation in connection with
     the Program or any Tranche.

(2)  The   Arrangers   shall   have   only   those   duties,   obligations   and
     responsibilities expressly specified in this Agreement.

14.  COUNTERPARTS

     This  Agreement may be signed in any number of  counterparts,  all of which
     taken together shall constitute one and the same instrument.

15.  COMMUNICATIONS

(1)  All communications shall be by fax or letter delivered by hand or (but only
     where  specifically  provided in the  Procedures  Memorandum) by telephone.
     Each communication shall be made to the relevant party at the fax number or
     address or telephone  number and, in the case of a communication  by fax or
     letter,  marked for the attention of, or (in the case of a communication by
     telephone) made to, the person(s) from time to time specified in writing by
     that party to the other for the purpose.  The initial telephone number, fax
     number and address of, and  person(s) so  specified  by, each party are set
     out on the signature pages hereof.

(2)  A   communication   shall  be   deemed   received   (if  by  fax)  when  an
     acknowledgement of receipt is received,  (if by telephone) when made or (if
     by letter)  when  delivered,  in each case in the manner  required  by this
     clause.  Every  communication  shall be irrevocable  save in respect of any
     manifest error therein.

16.  BENEFIT OF AGREEMENT

(1)  This  Agreement  shall be binding  upon and shall  inure for the benefit of
     each Issuer, the Guarantor and each Dealer and their respective  successors
     and permitted assigns.

(2)  The Dealers may assign or transfer their rights or obligations under this
     Agreement with the prior written consent of the Issuers and the Guarantor
     (except for an assignment and/or transfer of all of a Dealer's rights and
     obligations under this Agreement by operation of law resulting directly
     from a merger by, or sale of all or substantially of all the assets of,
     such Dealer). If the Dealers assign their rights or transfer their
     obligations as provided in this clause, the relevant assignee or
     transferee shall be treated as if it were a party to this Agreement with
     effect from the date on which such assignment or transfer takes effect;
     provided that any transfer shall only become effective when the Issuers
     and the Guarantor have received an undertaking from the transferee to be
     bound by this Agreement and to


<PAGE>

                                      21

     perform the obligations transferred to it (in form and substance
     reasonably satisfactory to the Issuers and the Guarantor).

17.  CURRENCY INDEMNITY

     If, under any applicable law and whether  pursuant to a judgment being made
     or registered  against any Issuer and/or (as the case may be) the Guarantor
     or in the  liquidation,  insolvency  or  analogous  process of the relevant
     Issuer  and/or (as the case may be) the  Guarantor or for any other reason,
     any payment under or in connection  with this Agreement is made or falls to
     be satisfied in a currency (the "other  currency") other than that in which
     the relevant payment is expressed to be due (the "required currency") under
     this  Agreement,  then, to the extent that the payment (when converted into
     the required currency at the rate of exchange on the date of payment or, if
     it is not  practicable  for the  relevant  Dealer to purchase  the required
     currency  with the other  currency on the date of  payment,  at the rate of
     exchange as soon  thereafter as it is practicable for it to do so) actually
     received by the  relevant  Dealer  falls short of the amount each due under
     the terms of this  Agreement,  the relevant  Issuer and the Guarantor  each
     undertakes  that  it  shall,  as a  separate  and  independent  obligation,
     indemnify  and  hold  harmless  each  Dealer  against  the  amount  of such
     shortfall. For the purpose of this clause "rate of exchange" means the rate
     at which the relevant Dealer is able on the London foreign  exchange market
     on the  relevant  date to purchase  the  required  currency  with the other
     currency and shall take into account any premium and other reasonable costs
     of exchange.  The Dealers  understand  and agree that in the event that the
     required  currency is replaced by the Euro after the date hereof,  the Euro
     will not be considered an "other  currency" for the purposes of this Clause
     17.

18.  CALCULATION AGENT

(1)  In the case of any  Series of Notes  which  require  the  appointment  of a
     Calculation Agent the Agent shall act as Calculation Agent,  unless (a) the
     relevant  Issuer or the Guarantor  appoints  another  person as Calculation
     Agent  with  the  approval  of the  relevant  Dealer  or (in the  case of a
     syndicated  issue) the Lead Manager or (b) the  relevant  Dealer or (in the
     case of a syndicated  issue) the Lead Manager  requests the relevant Issuer
     to appoint  such  Dealer or Lead  Manager,  or a person  nominated  by such
     Dealer or Lead Manager (a "Nominee"), as Calculation Agent.

(2)  Should such an  appointment  be made by the  relevant  Issuer or  Guarantor
     (with such  approval) or such a request be made to the relevant  Issuer and
     agreed to by the relevant Issuer and the Guarantor, the appointment of that
     other person,  Dealer,  Lead Manager or Nominee shall be automatic upon the
     issue of the relevant Series of Notes, and shall,  except as agreed,  be on
     the terms set out in the Calculation  Agency Agreement attached as Appendix
     A to the Agency  Agreement,  and no further  action  shall be  required  to
     effect the  appointment  of such  Dealer,  other  person,  Lead  Manager or
     Nominee as Calculation  Agent in relation to that Series of Notes. The name
     of the other person,  Dealer,  Lead Manager or Nominee so appointed will be
     entered in the relevant Pricing Supplement.

19.  STABILISATION

(1)  In connection with the distribution of any Tranche of Notes, the Dealer
     (if any) designated as stabilising manager in the applicable Pricing
     Supplement may over-allot or effect transactions


<PAGE>
                                      22


     which support the market price of Notes of the Series of which such
     Tranche forms a part at a level higher than that which might otherwise
     prevail, but in doing so such Dealer shall act as principal and not as
     agent of the relevant Issuer or the Guarantor. Such stabilising, if
     commenced, may be discontinued at any time. Any loss resulting from
     over-allotment and stabilisation shall be borne, and any net profit
     arising therefrom shall be retained, by the stabilising manager for its
     own account. Such stabilising shall be done in accordance with the
     applicable laws.

(2)  The Issuer  confirms  that it has been  informed  of the  existence  of the
     informational  guidance  published by the Financial  Services  Authority in
     relation to stabilisation.

20.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     A  person  who is not a party to this  Agreement  has no  right  under  the
     Contracts  (Rights of Third  Parties)  Act 1999 to enforce any term of this
     Agreement,  but this does not affect  any right or remedy of a third  party
     which exists or is available apart from that Act.

21.  GOVERNING LAW AND JURISDICTION

(1)  This  Agreement and every  agreement for the issue and purchase of Notes as
     referred to in Clause 2 shall be governed by, and  construed in  accordance
     with, the laws of England.

(2)  Each party to this Agreement  hereby  irrevocably  agrees for the exclusive
     benefit of the other parties to this  Agreement  that the courts of England
     are to have  jurisdiction  to settle any disputes which may arise out of or
     in connection with this Agreement and that accordingly any suit,  action or
     proceedings  (together  referred to as "PROCEEDINGS")  arising out of or in
     connection with this Agreement may be brought in such courts. Each party to
     this Agreement hereby irrevocably waives any objection which it may have to
     the laying of the venue of any Proceedings in any such courts and any claim
     that any such  Proceedings  have been brought in an inconvenient  forum and
     hereby  further  irrevocably  agrees  that a  judgment  in any  Proceedings
     brought in the English  courts  shall be  conclusive  and binding upon such
     party and may be enforced in the courts of any other jurisdiction  (subject
     to the laws of the  jurisdiction in which  enforcement is sought).  Nothing
     contained  herein  shall  limit any right to take  Proceedings  against any
     party  to this  Agreement  in any  other  court of  competent  jurisdiction
     (outside  the  Contracting  States as defined in Section  1(3) of the Civil
     Jurisdiction  and Judgments Act 1982),  nor shall the taking of Proceedings
     in one or more  jurisdictions  preclude  the taking of  Proceedings  in any
     other jurisdiction, whether concurrently or not (subject to the laws of the
     relevant  jurisdictions).  Each of CSC US, CSC Germany, CSC Bermuda and the
     Guarantor  hereby  appoints  CSC UK as its agent for service of process and
     agrees that,  in the event of ceasing so to act or ceasing to be registered
     in  England,  it will  appoint  another  person as its agent for service of
     process in England in respect of any Proceedings.

IN WITNESS  WHEREOF the parties  hereto have executed  this  Agreement as of the
date first above written.

<PAGE>


                                      23

                                   APPENDIX A

                           INITIAL DOCUMENTATION LIST

1.   A certified copy of:

     (a)  the Certificate of Incorporation of CSC US;

     (b)  the Memorandum and Articles of Association of CSC UK;

     (c)  the Articles of Association of CSC Germany;

     (d)  the Memorandum of Association and Bye-Laws of CSC Bermuda; and

     (e)  the Articles of Incorporation of the Guarantor,

     unless these have not changed since the date they were last provided to the
     Dealers.

2.   A certified copy of all resolutions and other authorisations required to be
     passed or given,  and evidence of any other action required to be taken, on
     behalf of each Issuer and the Guarantor, as applicable:

     (a)  to approve this Agreement, the Agency Agreement, the Deed of Covenant,
          the creation of the Program,  the issue of Notes under the Program and
          the execution of the Deed of Guarantee by the Guarantor;

     (b)  to authorise  appropriate  persons to execute each of this  Agreement,
          the Agency Agreement,  the Deed of Covenant, the Deed of Guarantee and
          Notes  issued  under  the  Program  and to take any  other  action  in
          connection therewith; and

     (c)  to authorise  appropriate  persons to enter into  agreements  with any
          Dealer on behalf of each  Issuer and the  Guarantor  to issue Notes in
          accordance with Clause 2 of this Agreement.

3.   A  certified  list of the names,  titles  and  specimen  signatures  of the
     persons authorised on behalf of each Issuer and the Guarantor in accordance
     with paragraph 2(c) above unless these have not changed since the date they
     were last provided to the Dealers.

4.   Certified copies of any other  governmental or other consents  required for
     each Issuer and the  Guarantor  to issue Notes under the  Program,  for the
     Guarantor to guarantee Notes issued under the Program,  for each Issuer and
     the Guarantor  (as the case may be) to execute and deliver this  Agreement,
     the Deed of Covenant and the Agency  Agreement  and for each Issuer and the
     Guarantor to fulfil its respective  obligations  under this Agreement,  the
     Agency Agreement, the Deed of Covenant and the Notes.

5.   Confirmation  that master  Global  Notes (from which copies may be made for
     each  Tranche),  duly  executed by a person or persons  authorised  to take
     action on behalf of the relevant  Issuer as  specified in paragraph  (2)(b)
     above, have been delivered to the Agent.


<PAGE>
                                      24


6.   Legal opinions  addressed to each of the Dealers dated on or after the date
     of this  Agreement,  in such form and with such  content as the Dealers may
     reasonably require, from:

     (a)  Freshfields  Bruckhaus  Deringer,  legal advisers to CSC Germany as to
          German law;

     (b)  Cravath, Swaine & Moore, legal advisers to CSC US as to U.S. law;

     (c)  Appleby,  Spurling  &  Kempe,  legal  advisers  to CSC  Bermuda  as to
          Bermudan law;

     (d)  Homburger, legal advisers to the Guarantor as to Swiss law; and

     (e)  Allen & Overy, legal advisers to the Dealers as to English law.

7.   A conformed  copy of the Agency  Agreement  and the Deed of  Guarantee  and
     confirmation that an executed copy of each such document has been delivered
     to  the  Paying  Agents  and  the  Common   Depositary  for  Euroclear  and
     Clearstream, Luxembourg.

8.   A conformed copy of the Deed of Covenant and confirmation  that an executed
     copy of such deed has been delivered to the Agent and the Common Depositary
     for Euroclear and Clearstream, Luxembourg.

9.   A printed final version of the Offering Circular.

10.  Confirmation from the Listing Agent that the Luxembourg Stock Exchange will
     list Notes to be issued under the Program.

11.  A comfort  letter  from the  independent  auditors  of each  Issuer and the
     Guarantor, in such form and with such content as the Dealers may reasonably
     request.

12.  Confirmation  that the Program has been rated A by Standard & Poor's and A2
     by Moody's.


<PAGE>
                                      25





                                   APPENDIX B

                              SELLING RESTRICTIONS


1.   UNITED STATES

(1)  The Notes have not been and will not be registered under the Securities Act
     of 1933, as amended (the "Securities  Act"), and may not be offered or sold
     within the United  States or to, or for the  account  or benefit  of,  U.S.
     persons except in accordance  with Regulation S under the Securities Act or
     pursuant  to  an  exemption  from  the  registration  requirements  of  the
     Securities  Act. Each Dealer  represents  and agrees that it and any of its
     affiliates  and any person  acting on its or their  behalf have offered and
     sold any  Notes,  and will  offer  and sell any  Notes (i) as part of their
     distribution  at any time  and  (ii)  otherwise  until  40 days  after  the
     completion  of the  distribution  of all Notes of the Tranche of which such
     Notes are a part, as  determined  and notified by the Agent to such Dealer,
     as provided  below,  only in accordance with Rule 903 of Regulation S under
     the  Securities  Act.  Accordingly,  each Dealer,  its  affiliates  and any
     persons  acting on its or their behalf have not engaged and will not engage
     in any  directed  selling  efforts  with  respect  to the  Notes,  and have
     complied  and will comply with the  offering  restrictions  requirement  of
     Regulation  S. Each Dealer who has purchased  Notes of a Tranche  hereunder
     (or in the case of a sale of a Tranche of Notes  issued to or through  more
     than one  Dealer,  each of such  Dealers  as to the  Notes of such  Tranche
     purchased  by or through it) shall  determine  and certify to the Agent the
     completion of the  distribution of the Notes of such Tranche.  On the basis
     of such  certification or  certifications,  the Agent agrees to notify such
     Dealer or Dealers of the end of the  distribution  compliance  period  with
     respect to such  Tranche.  Each  Dealer also  agrees  that,  at or prior to
     confirmation  of sale of  Notes,  it will  have  sent to each  distributor,
     dealer or person receiving a selling concession,  fee or other remuneration
     that purchases  Notes from it or any of its affiliates or any person acting
     on  its or  their  behalf  during  the  distribution  compliance  period  a
     confirmation or notice to substantially the following effect:

          "The Securities covered hereby have not been registered under the U.S.
          Securities Act of 1933 (the  "Securities  Act") and may not be offered
          or sold within the United  States or to, or for the account or benefit
          of, U.S. persons (i) as part of their distribution at any time or (ii)
          otherwise  until 40 days after the completion of the  distribution  of
          the  Securities  as  determined  and  notified  by the  Agent  for the
          Securities to [name of Dealer(s)], except in either case in accordance
          with  Regulation S under the Securities Act. Terms used above have the
          meanings given to them by Regulation S."

     Terms  used in this  sub-clause  1(1)  have the  meanings  given to them by
     Regulation S.

(2)  In addition:

     (1)  except  to  the  extent  permitted  under  U.S.  Treas.  Reg.  Section
          1.163-5(c)(2)(i)(D)  (the "D RULES"),  each Dealer (a) represents that
          it has not  offered or sold,  and agrees  that  during the  restricted
          period it will not offer or sell, Notes in bearer form to a person who
          is within the United States or its  possessions  or to a United States
          person,  and (b) represents  that it has not delivered and agrees that
          it will not  deliver  within  the

<PAGE>
                                      26



          United States or its possessions definitive Notes in bearer form
          that are sold during the restricted period;

     (2)  each  Dealer  represents  that it has and agrees that  throughout  the
          restricted  period  it  will  have  in  effect  procedures  reasonably
          designed  to ensure  that its  employees  or agents  who are  directly
          engaged in selling  Notes in bearer form are aware that such Notes may
          not be offered or sold during the restricted period to a person who is
          within  the United  States or its  possessions  or to a United  States
          person, except as permitted by the D Rules;

     (3)  if it is a United States  person,  each Dealer  represents  that it is
          acquiring  the Notes for purposes of resale in  connection  with their
          original  issuance and if it retains  Notes in bearer form for its own
          account,  it will only do so in accordance  with the  requirements  of
          U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6); and

     (4)  with respect to each  affiliate  that acquires Notes from a Dealer for
          the purpose of offering or selling  such Notes  during the  restricted
          period,  such Dealer  repeats and  confirms  the  representations  and
          agreements   contained  in  sub-clauses  (1),  (2)  and  (3)  on  such
          affiliate's behalf.

          Terms used in this  sub-clause 1(2) have the meanings given to them by
          the U.S. Internal Revenue Code and regulations  thereunder,  including
          the D Rules.

(3)  Each Dealer  represents that it has not entered and agrees that it will not
     enter into any contractual  arrangement with respect to the distribution or
     delivery  of  Notes,  so as to cause any  person to become a  "distributor"
     within  the  meaning  of  Regulation  S or the D Rules  except  with  their
     affiliates or with the prior written consent of the relevant Issuer and the
     Guarantor  (in which case such  Dealer  will  obtain for the benefit of the
     Issuer  and  the   Guarantor   the   agreement   of  such   person  to  the
     representations and agreements contained in Clauses 1(1) and 1(2) above).

(4)  Each issue of Indexed  Notes and Dual  Currency  Notes  shall be subject to
     such  additional U.S.  selling  restrictions as the relevant Issuer and the
     relevant  Dealer or Dealers shall agree as a term of the issue and purchase
     of such Notes,  which additional  selling  restrictions shall be set out in
     the Pricing  Supplement.  Each Dealer agrees that it shall offer,  sell and
     deliver such Notes only in compliance  with such  additional  U.S.  selling
     restrictions.

2.   UNITED KINGDOM

     Each Dealer represents and agrees that:

     (i)  in relation to Notes which have a maturity of one year or more, it has
          not  offered  or sold and,  prior to the  expiry of the  period of six
          months  from the Issue Date of such  Notes,  will not offer or sell to
          persons  in the  United  Kingdom  any Notes  except to  persons  whose
          ordinary  activities involve them in acquiring,  holding,  managing or
          disposing of  investments  (as principal or agent) for the purposes of
          their businesses or otherwise in circumstances which have not resulted
          and will not result in an offer to the  public in the  United  Kingdom
          within the meaning of the Public Offers of Securities Regulations 1995
          (as amended);


<PAGE>
                                      27



     (ii) in relation to any Notes which must be redeemed before the first
          anniversary of the date of their issue, (a) it is a person whose
          ordinary activities involve it in acquiring, holding, managing or
          disposing of investments (as principal or agent) for the purposes of
          its business and (b) it has not offered or sold and will not offer
          or sell any Notes other than to persons whose ordinary activities
          involve them in acquiring, holding, managing or disposing of
          investments (as principal or as agent) for the purposes of their
          businesses or who it is reasonable to expect will acquire, hold,
          manage or dispose of investments (as principal or agent) for the
          purposes of their businesses where the issue of the Notes would
          otherwise constitute a contravention of Section 19 of the FSMA by
          the Issuer;

    (iii) it has only  communicated or caused to be  communicated  and will only
          communicate or cause to be communicated an invitation or inducement to
          engage in investment activity (within the meaning of Section 21 of the
          FSMA)  received  by it in  connection  with the  issue of any Notes in
          circumstances in which Section 21(1) of the FSMA does not apply to the
          relevant Issuer or the Guarantor; and

     (iv) it has complied and will comply with all applicable  provisions of the
          FSMA with respect to anything  done by it in relation to any Notes in,
          from or otherwise involving the United Kingdom.

3.   JAPAN

     The Notes have not been and will not be registered under the Securities and
     Exchange Law of Japan (the  "SECURITIES  AND EXCHANGE LAW") and each Dealer
     agrees that it will not offer or sell any Notes, directly or indirectly, in
     Japan or to, or for the  benefit of, any  resident of Japan  (which term as
     used herein means any person  resident in Japan,  including any corporation
     or other  entity  organised  under the laws of  Japan),  or to  others  for
     re-offering or resale, directly or indirectly, in Japan or to a resident of
     Japan except  pursuant to an exemption from the  registration  requirements
     of, and otherwise in compliance  with the  Securities  and Exchange Law and
     any other applicable laws and regulations of Japan.

4.   FRANCE

     Each of the Dealers,  the Issuer and the  Guarantor  represents  and agrees
     that, in connection with their initial distribution,  it has not offered or
     sold and will not  offer or  sell,  directly  or  indirectly,  Notes to the
     public in the Republic of France,  and has not  distributed or caused to be
     distributed  and will not  distribute  or  cause to be  distributed  to the
     public in the  Republic  of  France,  the  Offering  Circular  or any other
     offering  material  relating to the Notes, and that such offers,  sales and
     distributions  have  been and shall  only be made in  France  to  qualified
     investors (investisseurs qualifies) acting for their own account as defined
     in,  and in  accordance  with,  Article  L.411-1  and  L.411-2  of the Code
     Monetaire et Financier and decret no. 98-880 dated 1st October, 1998.

6.   BERMUDA

     Each Dealer  represents  and agrees that it will not invite  members of the
     public or at all in Bermuda to subscribe for Notes and that it has complied
     and will comply with all  applicable

<PAGE>
                                      28


     provisions of the Companies Act, 1981 (as amended) of Bermuda with
     respect to anything done by it in relation to the Notes in, from or
     otherwise involving Bermuda.

7.   GERMANY

     Each Dealer represents and agrees that Notes have not been and will not
     be offered, sold, promoted or advertised by it in the Federal Republic of
     Germany other than in compliance with the German Securities Selling
     Prospectus Act (Wertpapierverkaufsprospektgesetz) of 13th December, 1990,
     as amended, or any other laws applicable in the Federal Republic of
     Germany governing the issue, offering and sale of securities.

8.   THE NETHERLANDS

     Each Dealer  represents and agrees that it has not, directly or indirectly,
     offered or sold and will not, directly or indirectly,  offer to sell in The
     Netherlands any Notes with a denomination of less than (euro)50,000 (or its
     foreign currency  equivalent)  other than to persons who trade or invest in
     securities in the conduct of a profession or business (which include banks,
     stockbrokers,  insurance  companies,  pension  funds,  other  institutional
     investors  and  finance   companies  and  treasury   departments  of  large
     enterprises)  unless one of the other  exemptions from or exceptions to the
     prohibition  contained  in article 3 of the Dutch  Securities  Transactions
     Supervision  Act 1995 ("Wet toezicht  effectenverkeer  1995") is applicable
     and the  conditions  attached to such  exemption or exception  are complied
     with.

7.   GENERAL

     Each Dealer will (to the best of its knowledge and belief)  comply with all
     applicable  laws and  regulations in force in any  jurisdiction in which it
     purchases,  offers, sells or delivers Notes or possesses or distributes the
     Offering  Circular  and will obtain any  consent,  approval  or  permission
     required  by it for the  purchase,  offer,  sale or delivery by it of Notes
     under the laws and regulations in force in any  jurisdiction to which it is
     subject or in which it makes such  purchases,  offers,  sales or deliveries
     and none of the  Issuers,  the  Guarantor  nor any other  Dealer shall have
     responsibility therefor.

     None of the Issuers,  the Guarantor nor any of the Dealers  represents that
     Notes may at any time  lawfully be sold in compliance  with any  applicable
     registration or other requirements in any jurisdiction,  or pursuant to any
     exemption   available   thereunder,   or  assumes  any  responsibility  for
     facilitating such sale.

     With regard to each Tranche, the relevant Dealer will be required to comply
     with  such  other  additional  restrictions  as the  relevant  Issuer,  the
     Guarantor  and the  relevant  Dealer shall agree and as shall be set out in
     the applicable Pricing Supplement.


<PAGE>
                                      29




                                   APPENDIX C

                                     PART I

                    FORM OF DEALER ACCESSION LETTER - PROGRAM




[Date]


To:      CIBA SPECIALTY CHEMICALS CORPORATION
         CIBA SPECIALTY CHEMICALS PLC
         CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
         CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
         (the "Issuers")

and:     CIBA SPECIALTY CHEMICALS HOLDING INC.
         (the "Guarantor")


Attention:

Dear Sirs,

                      CIBA SPECIALTY CHEMICALS CORPORATION
                          CIBA SPECIALTY CHEMICALS PLC
                CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                    CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
                U.S.$2,000,000,000 EURO MEDIUM TERM NOTE PROGRAM

We refer to the amended and restated  Program  agreement dated 27th March,  2002
entered  into in  respect  of the  above  Euro  Medium  Term Note  Program  (the
"Program")  and made between the Issuers,  the  Guarantor  and the Dealers party
thereto (which agreement, as amended from time to time, is herein referred to as
the "Program Agreement").

CONDITIONS PRECEDENT

We confirm that we are in receipt of the documents referenced below:

(i)  a copy of the Program Agreement;

(ii) a copy of the current  version all  documents  referred to in Appendix A of
     the Program Agreement;

and have found them to our satisfaction or (in the case of documents referred to
in (ii) above) have waived production of such documents.


<PAGE>
                                      30


For the purposes of the Program Agreement our Notice Details are as follows:

(insert name, address, telephone, telex (+ answerback) and attention).

In  consideration  of  appointment  by the Issuers and the  Guarantor of us as a
Dealer under the Program Agreement we hereby undertake,  for the benefit of each
of the Issuers,  the Guarantor and the other  Dealers,  that we will perform and
comply with all the duties and  obligations  expressed to be assumed by a Dealer
under the Program Agreement.

This letter is governed by, and shall be construed in accordance  with,  English
law.

Yours faithfully,



[Name of New Dealer]


cc:  JPMorgan Chase Bank (Agent)
     [names of Dealers at the date of accession]


<PAGE>
                                      31


                                     PART II

                      FORM OF CONFIRMATION LETTER - PROGRAM


[Date]

To:  [Name and address of new Dealer]


Dear Sirs,

                      CIBA SPECIALTY CHEMICALS CORPORATION
                          CIBA SPECIALTY CHEMICALS PLC
                CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                    CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
                U.S.$2,000,000,000 EURO MEDIUM TERM NOTE PROGRAM

We refer to the amended and restated  Program  Agreement dated 27th March,  2002
(such agreement,  as amended from time to time, the "Program Agreement") entered
into  in  respect  to the  above  Euro  Medium  Term  Note  Program  and  hereby
acknowledge receipt of your Dealer Accession Letter to us dated [ ].

We hereby  confirm  that,  with effect from the date hereof,  you shall become a
party to the  Program  Agreement  in  accordance  with  Clause 11 of the Program
Agreement.

Yours faithfully,

For and on behalf of
CIBA SPECIALTY CHEMICALS CORPORATION


By:


For and on behalf of
CIBA SPECIALTY CHEMICALS PLC


By:


For and on behalf of
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH


By:


<PAGE>
                                      32




For and on behalf of
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.


By:


For and on behalf of
CIBA SPECIALTY CHEMICALS HOLDING INC.

By:                                                  By:


cc:  JPMorgan Chase Bank (Agent)
     [names of other Dealers at the date of accession]


<PAGE>

                                      33






                                    PART III

                  FORM OF DEALER ACCESSION LETTER - NOTE ISSUE


[DATE]


To:  CIBA SPECIALTY CHEMICALS CORPORATION
     CIBA SPECIALTY CHEMICALS PLC
     CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
     CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.

     (the "ISSUERS")

and: CIBA SPECIALTY CHEMICALS HOLDING INC.
     (the "GUARANTOR")

Attention:


Dear Sirs,

                      CIBA SPECIALTY CHEMICALS CORPORATION
                          CIBA SPECIALTY CHEMICALS PLC
                CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                    CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
                U.S.$2,000,000,000 EURO MEDIUM TERM NOTE PROGRAM


We refer to the amended and restated  Program  Agreement dated 27th March,  2002
entered  into in  respect  of the  above  Euro  Medium  Term Note  Program  (the
"Program")  and made between the Issuers,  the  Guarantor  and the Dealers party
thereto (which agreement, as amended from time to time, is herein referred to as
the "Program Agreement").

Conditions Precedent

We confirm that we are in receipt of the documents referenced below:

(i)  a copy of the Program Agreement;

(ii) a copy of current  versions of all  documents  referred to in Appendix A of
     the Program Agreement;

and have found them to our satisfaction or (in the case of documents referred to
in (ii) above) have waived production of such documents.

For the purposes of the Program Agreement our Notice Details are as follows:




<PAGE>
                                      34



(insert name, address, telephone, telex (+ answerback) and attention).

In  consideration  of  appointment  by the Issuers and the  Guarantor of us as a
Dealer in  respect  of the issue of [ ] Notes  due [ ] (the  "Issue")  under the
Program Agreement we hereby  undertake,  for the benefit of each of the Issuers,
the  Guarantor  and each of the other  Dealers  that in relation to the Issue we
will  perform and comply  with all the duties and  obligations  expressed  to be
assumed by a Dealer under the Program Agreement.

This letter is governed by, and shall be construed in accordance  with,  English
law.

Yours faithfully,

[Name of New Dealer]

By:



cc:  JPMorgan Chase Bank (Agent)
     [names of Dealers at the date of accession]


<PAGE>

                                      35



                                     PART IV

                    FORM OF CONFIRMATION LETTER - NOTE ISSUE


[Date]


To:  [Name and address of new Dealer]


Dear Sirs,


                      CIBA SPECIALTY CHEMICALS CORPORATION
                          CIBA SPECIALTY CHEMICALS PLC
                CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                    CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
                U.S.$2,000,000,000 EURO MEDIUM TERM NOTE PROGRAM

We refer to the amended and restated  Program  Agreement dated 27th March,  2002
(such Agreement,  as amended from time to time, the "Program Agreement") entered
into  in  respect  to the  above  Euro  Medium  Term  Note  Program  and  hereby
acknowledge receipt of your Dealer Accession Letter to us dated [ ].

We hereby confirm that, with effect from the date hereof in respect of the issue
of [ ] Notes  due [ ] (the  "Issue"),  you shall  become a party to the  Program
Agreement in accordance with Clause 11 of the Program Agreement.

Yours faithfully,


CIBA SPECIALTY CHEMICALS CORPORATION

By:


CIBA SPECIALTY CHEMICALS PLC

By:


CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH

By:


<PAGE>
                                      36





CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.

By:


CIBA SPECIALTY CHEMICALS HOLDING INC.

By:                             By:


cc:  JPMorgan Chase Bank (Agent)
     [names of Dealers at the date of accession]



<PAGE>

                                      37




                                   APPENDIX D

                 LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT
                                 OF THE PROGRAM

[Date]

     To:      The Dealers and the Listing Agent
              (as those expressions are defined
              in the amended and restated Program
              Agreement dated 27th March, 2002 as
              amended from time to time,
              (the "PROGRAM AGREEMENT"))


Dear Sirs,


                      CIBA SPECIALTY CHEMICALS CORPORATION
                          CIBA SPECIALTY CHEMICALS PLC
                CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                    CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
                U.S.$2,000,000,000 EURO MEDIUM TERM NOTE PROGRAM

We hereby  request,  pursuant  to Clause 12 of the Program  Agreement,  that the
aggregate  nominal  amount of the above  Program be increased to U.S.$[ ] on and
from  [insert  date].  We would like to draw your  attention  to such Clause 12,
under which, should you fail to object in accordance with the provisions set out
in that clause,  this increase  shall  (subject as set out below) take effect on
and from [insert date],  whereupon all references in the Program Agreement,  the
Agency Agreement,  the Deed of Covenant and the Deed of Guarantee will be deemed
amended  accordingly.  We  understand  that  this  increase  is  subject  to the
satisfaction of the conditions set out in Clause 12 of the Program Agreement.

Terms  used in this  letter  have  the  meanings  given  to them in the  Program
Agreement.

Yours faithfully,


For and on behalf of
CIBA SPECIALTY CHEMICALS CORPORATION

By:


For and on behalf of
CIBA SPECIALTY CHEMICALS PLC

By:


<PAGE>

                                      38





For and on behalf of
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH

By:


For and on behalf of
CIBA SPECIALTY CHEMICALS EUROFINANCE PLC

By:


For and on behalf of
CIBA SPECIALTY CHEMICALS HOLDING INC.

By:                             By:


cc:  UBS Warburg
(for distribution to the existing Dealers).

JPMorgan Chase Bank (Agent)


<PAGE>
                                      39





                                   APPENDIX E

                         FORM OF SUBSCRIPTION AGREEMENT

                              [CURRENCY AND AMOUNT]

                     [CIBA SPECIALTY CHEMICALS CORPORATION]
                         [CIBA SPECIALTY CHEMICALS PLC]
               [CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH]
                   [CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.]

                             [DESCRIPTION OF NOTES]

                  UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
                      CIBA SPECIALTY CHEMICALS HOLDING INC.


[DATE]



To:      [                ]

         (the "MANAGERS")

c/o      [                ]

         (the "LEAD MANAGER")

Dear Sirs,

[CIBA SPECIALTY  CHEMICALS  CORPORATION]  [CIBA  SPECIALTY  CHEMICALS PLC] [CIBA
SPEZIALITATENCHEMIE   HOLDING   DEUTSCHLAND  GMBH]  [CIBA  SPECIALTY   CHEMICALS
EUROFINANCE  LTD.]  (the  "ISSUER")  proposes  to issue  [CURRENCY  AND  AMOUNT]
[DESCRIPTION OF NOTES] (the "NOTES")  unconditionally and irrevocably guaranteed
by CIBA  SPECIALTY  CHEMICALS  HOLDING INC.  (the  "GUARANTOR")  pursuant to its
U.S.$2,000,000,000  Euro Medium Term Note Program.  The terms of the issue shall
be as set out in the form of Pricing  Supplement  attached to this  Agreement as
Annexe A.

This Agreement is  supplemental  to the amended and restated  Program  Agreement
(the "PROGRAM  AGREEMENT")  dated 27th March,  2002 made between CIBA  SPECIALTY
CHEMICALS  CORPORATION,  CIBA SPECIALTY CHEMICALS PLC, CIBA SPECIALITY CHEMICALS
EUROFINANCE LTD. and CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (together
the  "Issuers"),  the Guarantor and the Dealers  party  thereto.  All terms with
initial capitals used herein without  definition have the meanings given to them
in the Program Agreement.

We wish to record the arrangements agreed between us in relation to the issue:


<PAGE>
                                      40





* [1. Conditions Precedent

     This  Agreement  appoints  each Manager which is not a party to the Program
     Agreement (each a "New Dealer") as a Dealer under the Program Agreement for
     the purposes of the issue of the Notes.  The Lead Manager  confirms that it
     is in receipt of the documents referenced below:

     (i)  a copy of the Program Agreement;

     (ii) a copy of all  documents  referred  to in  Appendix  A of the  Program
          Agreement; and

     (iii) a copy of the Agency Agreement;

     and has confirmed  with (each of) the New Dealer(s)  that it/they  has/have
     found them to be satisfactory or (in the case of the documents  referred to
     in (ii)) has/have waived such production.

     For the purposes of the Program  Agreement  the details of the Lead Manager
     for service of notices are as follows:

     (insert name, address, telephone, telex (# answerback) and attention).

     In  consideration  of the  Issuer  and  the  Guarantor  appointing  the New
     Dealer(s)  as (a)  Dealer(s)  in  respect  of the Notes  under the  Program
     Agreement,  each/the New Dealer hereby undertakes,  for the benefit of each
     of the Issuers,  the Guarantor and the other Dealers,  that, in relation to
     the issue of the Notes,  it will perform and comply with all the duties and
     obligations  expressed  to  be  assumed  by  a  Dealer  under  the  Program
     Agreement,  a copy of which it  acknowledges  it has received from the Lead
     Manager.]

     The Issuer  hereby  confirms  that [each]  [the] New Dealer shall be vested
     with all authority,  rights,  powers, duties and obligations of a Dealer in
     relation to the issue of Notes as if originally named as a Dealer under the
     Program Agreement provided that following the issue of the Temporary Global
     Note in respect of the Notes  [each] [the] New Dealer shall have no further
     such authority,  rights,  powers, duties and obligations except such as may
     have accrued or been incurred prior to, or in connection with, the issue of
     such Temporary Global Note and the Notes represented thereby.

2.   Subject  to the terms and  conditions  of the  Program  Agreement  and this
     Agreement the Issuer hereby agrees to issue the Notes, the Guarantor hereby
     agrees to guarantee the Notes and the Managers  jointly and severally agree
     to  purchase  the Notes at a  subscription  price of [ ] per  cent.  of the
     principal amount of the Notes (the "SUBSCRIPTION  PRICE"),  being the issue
     price of [ ] per cent.  less a selling  commission of [ ] per cent. of such
     principal  amount and a management and underwriting fee of [ ] per cent. of
     such principal amount.

3.   The net  purchase  money in  respect  of the  Notes,  namely the sum of [ ]
     (representing the Subscription Price, less the amount payable in respect of
     the  Managers'  expenses  specified in Clause 4 hereof) will be paid by the
     Lead Manager on behalf of the  Managers to the Issuer

_________________________

*  Delete this paragraph for a Dealer-only syndicate.

<PAGE>

                                      41



     at [ ] hours (London time) on [ ], or at such other time and/or date as
     the Issuer and the Lead Manager on behalf of the Managers may agree (the
     "CLOSING DATE") against delivery to a common depositary for Clearstream,
     Luxembourg and Euroclear Bank S.A./N.V. as operator of the Euroclear
     System, or any successor to the business thereof of a temporary global
     note representing the Notes, in the manner contemplated in the Program
     Agreement.

4.   The Issuer or,  failing the Issuer,  the  Guarantor  shall bear and pay all
     costs and expenses  incurred in or in  connection  with the printing of the
     Notes,  this  Agreement and the Pricing  Supplement  prepared in connection
     with the  issue of the  Notes,  the  listing  of the Notes on the [ ] Stock
     Exchange and making initial delivery of the Notes. In addition,  the Issuer
     or, failing the Issuer, the Guarantor agrees to pay to the Lead Manager [ ]
     in respect of reasonable legal,  travelling,  telex, facsimile,  telephone,
     postage and costs of any  publicity  agreed in writing by the Issuer or the
     Guarantor  incurred and to be incurred by the Managers in  connection  with
     the preparation  and management of the issue and  distribution of the Notes
     which sum may be deducted from the Subscription Price as provided in Clause
     3 hereof.

5.   The obligation of the Managers to purchase the Notes is conditional upon:

     (i)  the  conditions  set out in Clause  3(2)  (other  than that set out in
          Clause  3(2)(f)) of the Program  Agreement  being  satisfied as of the
          Closing  Date and without  prejudice  to the  aforesaid,  the Offering
          Circular dated [ ] [, as supplemented by [ ],] containing all material
          information relating to the assets and liabilities, financial position
          and profits and losses of the Issuer  [and the  Guarantor/Parent]  and
          nothing  having  happened  or being  expected  to happen  which  would
          require the Offering  Circular [, as so supplemented,] to be [further]
          supplemented or updated; and

     (ii) the delivery to the Lead Manager on the Closing Date of:

          (A)  legal  opinions  addressed to the Managers dated the Closing Date
               in such  form and with  such  contents  as the Lead  Manager,  on
               behalf of the Managers,  may reasonably require [from Freshfields
               Bruckhaus  Deringer/Cravath,  Swaine & Moore/Appleby,  Spurling &
               Kempe],  the legal  advisers  to the Issuer as to  [German/United
               States/Bermudan  law,] from Homburger,  the legal advisers to the
               Guarantor  as to Swiss  law,  and from  Allen & Overy,  the legal
               advisers to the Managers as to English law;

          (B)  a certificate  dated the Closing Date signed by a duly authorised
               officer  of each of the Issuer  and the  Guarantor  to the effect
               stated in paragraph (i) of this Clause;

          (C)  a comfort  letter  dated the  Closing  Date from the  independent
               auditors  of each of the Issuer and the  Guarantor,  in such form
               and with such content as the Managers may reasonably request; and

          (D)  [list such other conditions precedent as may be agreed].

     If any of the foregoing conditions is not satisfied on or before the
     Closing Date, this Agreement shall terminate on such date and the parties
     hereto shall be under no further liability arising out of this Agreement
     (except for the liability of the Issuer and the Guarantor in


<PAGE>
                                      42


     relation to expenses as provided in Clause 4 and except for any liability
     arising before or in relation to such termination), provided that the
     Lead Manager, on behalf of the Managers, may in its discretion waive any
     of the aforesaid conditions (other than the conditions precedent
     contained in Clause 3(2)(c) of the Program Agreement) or any part of
     them.

6.   In  connection  with the  distribution  of the Notes,  the Lead Manager may
     over-allot or effect  transactions  in the open market or otherwise  with a
     view to stabilising or maintaining  the market price of the Notes at levels
     other than those which might otherwise  prevail in the open market,  but in
     doing so the Lead Manager  shall act as  principal  and not as agent of the
     Issuer. Such stabilising if commenced, may be discontinued at any time. Any
     loss resulting from  over-allotment  and stabilisation  shall be borne, and
     any net profit arising therefrom shall be retained, by the Lead Manager for
     its own account.  Such  stabilisation  shall be done in compliance with all
     applicable laws.

7.   (a)  The  Lead  Manager,  on  behalf  of  the  Managers,   may,  after
          consultation  with the Issuer and the Guarantor if practicable  and by
          notice to the Issuer and the  Guarantor,  terminate  this Agreement at
          any time prior to payment of the net  purchase  money to the Issuer if
          in the opinion of the Lead Manager there shall have been such a change
          in  national  or  international   financial,   political  or  economic
          conditions or currency exchange rates or exchange controls as would in
          the view of the Lead  Manager be likely to  prejudice  materially  the
          success of the offering and  distribution of the Notes (whether in the
          primary market or in respect of dealings in the Notes in the secondary
          market).

     (b)  Upon such notice being given,  this Agreement  shall  terminate and no
          party  shall be under any  liability  to any other in respect  thereof
          except  for the  liability  of the Issuer  and the  Guarantor  for the
          payment  of  costs  and  expenses  as  provided  in  Clause  4 of this
          Agreement,  the  obligations  of the  Managers  under  Clause 8 of the
          Program Agreement and the respective  obligations of the parties under
          Clause 6 of the Program Agreement.

8.   (1)  This Agreement shall be governed by, and construed in accordance with,
          the laws of England.

     (2)  A person who is not a party to this  Agreement  has no right under the
          Contracts  (Rights of Third  Parties)  Act 1999 to enforce any term of
          this  Agreement,  but this  does not  affect  any right or remedy of a
          third party which exists or is available apart from that Act.

     (3)  Each  party  to  this  Agreement  hereby  irrevocably  agrees  for the
          exclusive  benefit  of the other  parties to this  Agreement  that the
          courts of England  are to have  jurisdiction  to settle  any  disputes
          which may arise out of or in connection  with this  Agreement and that
          accordingly any suit, action or proceedings  (together  referred to as
          "PROCEEDINGS") arising out of or in connection with this Agreement may
          be  brought  in such  courts.  Each  party  to this  Agreement  hereby
          irrevocably  waives any  objection  which it may have to the laying of
          the venue of any Proceedings in any such courts and any claim that any
          such Proceedings have been brought in an inconvenient forum and hereby
          further  irrevocably agrees that a judgment in any Proceedings brought
          in the English  courts shall be conclusive and binding upon such party
          and may be


<PAGE>


                                      43

          enforced in the courts of any other jurisdiction (subject to the
          laws of the jurisdiction in which enforcement is sought). Nothing
          contained herein shall limit any right to take Proceedings against
          the Issuer and/or the Guarantor in any other court of competent
          jurisdiction (outside the Contracting States, as defined in Section
          1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall
          the taking of Proceedings in one or more jurisdictions preclude the
          taking of Proceedings in any other jurisdiction, whether
          concurrently or not (subject to the laws of the relevant
          jurisdiction). The [Issuer and the] Guarantor hereby appoints [the
          Issuer/Ciba Specialty Chemicals PLC] as its agent for service of
          process and agrees that, in the event of ceasing so to act or
          ceasing to be registered in England, it will appoint another person
          as its agent for service of process in England in respect of any
          Proceedings.

9.   This Agreement may be signed in any number of  counterparts,  all of which,
     taken together,  shall  constitute one and the same agreement and any party
     may enter into this Agreement by executing a counterpart.

Please  confirm  that this letter  correctly  sets out the  arrangements  agreed
between us.

Yours faithfully,

For:     [Issuer]

By:



For:     CIBA SPECIALTY CHEMICALS HOLDING INC.

By:                                By:




We agree to the foregoing.

For:     [




                                    ]

By:



<PAGE>
                                      44





                                    Annexe A

                          [Form of Pricing Supplement]




<PAGE>

                                      45


                                   APPENDIX F

                            FORM OF DEED OF COVENANT

THIS DEED OF  COVENANT  is made on 27th  March,  2002 by each of Ciba  Specialty
Chemicals  Corporation,  Ciba Specialty Chemicals PLC, Ciba  Spezialitatenchemie
Holding Deutschland GmbH and Ciba Specialty Chemicals  Eurofinance Ltd. (each an
"ISSUER")  in favour of the  account  holders of  Clearstream  Banking,  societe
anonyme ("CLEARSTREAM,  LUXEMBOURG") and Euroclear Bank S.A./N.V. as operator of
the Euroclear System ("EUROCLEAR"),  or any successor to the business thereof or
any other additional  clearing system or systems as are specified in the Pricing
Supplement relating to any Note (as defined below) (each a "CLEARING SYSTEM").

WHEREAS:

(A)  Each Issuer has entered into an amended and restated Program Agreement (the
     "PROGRAM  AGREEMENT",  which  expression  includes  the  same  as it may be
     amended,  supplemented,  novated or restated  from time to time) dated 27th
     March,  2002 with Ciba Specialty  Chemicals  Holding Inc. (the "GUARANTOR")
     and the Dealers named therein under which the relevant Issuer proposes from
     time to time to issue Euro Medium Term Notes (the  "NOTES"),  which  amends
     and restates the amended and restated  program  agreement  dated 16th June,
     2000 with Ciba Specialty  Chemicals  Corporation,  Ciba Specialty Chemicals
     PLC, Ciba  Spezialitatenchemie  Holdings  Deutschland  GmbH, Ciba Specialty
     Chemicals  Eurofinance  Ltd.,  the  Guarantor and the Dealers named therein
     (the "PRINCIPAL PROGRAM AGREEMENT").

(B)  Each Issuer has also entered into an amended and restated Agency  Agreement
     (the "AGENCY  AGREEMENT",  which expression  includes the same as it may be
     amended,  supplemented,  novated or restated  from time to time) dated 27th
     March,  2002 between,  inter alios, the Issuer and JPMorgan Chase Bank (the
     "AGENT").

(C)  The Notes will  initially be  represented  by, and comprised in,  Temporary
     Global  Notes  (the  "TEMPORARY   GLOBAL  NOTES")  and  thereafter  may  be
     represented  by, and comprised in,  Permanent  Global Notes (the "PERMANENT
     GLOBAL  NOTES" and together with the  Temporary  Global Notes,  the "GLOBAL
     NOTES"),  such Global Notes  representing  a certain  number of  underlying
     Notes (the "UNDERLYING NOTES").

(D)  Each Global Note will,  after issue, be deposited with a common  depository
     for one or more Clearing  Systems  (each such  Clearing  System or all such
     Clearing  Systems  together,  the "RELEVANT  CLEARING  SYSTEM").  Upon such
     deposit of a Global Note the  Underlying  Notes  represented by such Global
     Note will be credited to a securities  account or securities  accounts with
     the Relevant Clearing System. Any account holder with the Relevant Clearing
     System which has Underlying  Notes credited to its securities  account from
     time to time (each a "RELEVANT  ACCOUNT  HOLDER")  will,  subject to and in
     accordance  with the terms  and  conditions  and  operating  procedures  or
     management  regulations  of the Relevant  Clearing  System,  be entitled to
     transfer such Underlying  Notes and (subject to and upon payment being made
     by the relevant  Issuer to the bearer in  accordance  with the terms of the
     relevant  Global  Note)  will be  entitled  to  receive  payments  from the
     Relevant  Clearing System  calculated by reference to the Underlying  Notes
     credited to its securities account.


<PAGE>
                                      46


(E)  In certain circumstances specified in each Global Note, a Global Note
     will become void. The time at which a Global Note becomes void is
     hereinafter referred to as the "RELEVANT TIME". In such circumstances
     each Relevant Account Holder will, subject to and in accordance with the
     terms of this Deed, acquire against the relevant Issuer all those rights
     which such Relevant Account Holder would have had if, prior to the Global
     Note becoming void, duly executed and authenticated Definitive Note(s)
     (as defined in the Agency Agreement) and, if the Notes are repayable in
     instalments, receipts in respect thereof (the "RECEIPTS") and interest
     coupons (the "COUPONS") appertaining to the Definitive Note(s) (if
     appropriate) had been issued in respect of its Underlying Note(s) and
     such Definitive Notes(s), Receipts (if appropriate) and Coupons (if
     appropriate) were held and beneficially owned by such Relevant Account
     Holder.

(F)  The  obligations of each Issuer under this Deed have been guaranteed by the
     Guarantor  pursuant to the  amended and  restated  Deed of  Guarantee  (the
     "GUARANTEE")  executed by the Guarantor on 27th March, 2002 and an executed
     copy of the  Guarantee  has been  deposited  with and  shall be held by the
     Agent for the time being for the Notes.  A copy of the  Guarantee  shall be
     available  for  inspection  at the  office of the Agent for the time  being
     (being at the date hereof at Trinity Tower, 9 Thomas More Street, London E1
     9YT).

(G)  This Deed of Covenant  amends and restates the amended and restated Deed of
     Covenant  entered  into  by  Ciba  Specialty  Chemicals  Corporation,  Ciba
     Specialty  Chemicals PLC and Ciba  Spezialitatenchemie  Holding Deutschland
     GmbH dated 30th  March,  2001.  This Deed of  Covenant  does not affect any
     Notes issued pursuant to the Principal  Program Agreement prior to the date
     hereof.

NOW THIS DEED WITNESSES AS FOLLOWS:

1.   If any Global Note becomes void in  accordance  with the terms  thereof the
     relevant Issuer hereby  undertakes and covenants with each Relevant Account
     Holder (other than when any Relevant  Clearing  System is an account holder
     of any other Relevant  Clearing  System) that each Relevant  Account Holder
     shall automatically  acquire at the Relevant Time, without the need for any
     further  action on behalf of any person,  against the  relevant  Issuer all
     those rights which such  Relevant  Account  Holder would have had if at the
     Relevant   Time  it  held  and   beneficially   owned  duly   executed  and
     authenticated Definitive Note(s), Receipts (if appropriate) and Coupons (if
     appropriate) in respect of each Underlying Note  represented by such Global
     Note which such  Relevant  Account  Holder has  credited to its  securities
     account  with the  Relevant  Clearing  System  at the  Relevant  Time.  The
     relevant  Issuer's  obligation  pursuant to this clause shall be a separate
     and  independent  obligation by reference to each  Underlying  Note which a
     Relevant  Account  Holder has credited to its  securities  account with the
     Relevant  Clearing  System and the relevant  Issuer  agrees that a Relevant
     Account Holder may assign its rights hereunder in whole or in part.

2.   The records of the Relevant Clearing System shall be conclusive evidence of
     the identity of the Relevant  Account  Holders and the number of Underlying
     Notes credited to the securities  account of each Relevant  Account Holder.
     For the purposes hereof a statement issued by the Relevant  Clearing System
     stating:

     (i)  the name of the  Relevant  Account  Holder to which such  statement is
          issued; and

<PAGE>
                                      47



     (ii) the  aggregate  nominal  amount of  Underlying  Notes  credited to the
          securities  account of such Relevant  Account Holder as at the opening
          of business on the first day  following the Relevant Time on which the
          Relevant Clearing System is open for business,

     shall be conclusive evidence of the records of the Relevant Clearing System
     at the Relevant Time.

3.   In the event of a dispute,  the  determination  of the Relevant Time by the
     Relevant  Clearing System shall be final and conclusive for all purposes in
     connection with the Relevant Account Holders with securities  accounts with
     the Relevant Clearing System.

4.   (a) Where the Issuer is Ciba Specialty Chemicals Corporation:

          The Issuer will,  subject to the exceptions and  limitations set forth
          below,  pay  as  additional   interest  on  an  Underlying  Note  such
          additional  amounts as are  necessary  in order  that the net  amounts
          receivable  pursuant  to the  terms  of the  Underlying  Note  by each
          Relevant  Account Holder who is a United States Alien (as such term is
          defined  below),  after  deduction  for any  present  or  future  tax,
          assessment or  governmental  charge of the United States (as such term
          is defined below), or a political  subdivision or authority thereof or
          therein,  imposed by withholding with respect to the payment, will not
          be less than the amounts  provided for in such  Underlying  Note to be
          then due and payable; provided, however, that the foregoing obligation
          to pay additional amounts shall not apply to:

          (i)  any tax,  assessment or  governmental  charge that would not have
               been so imposed  but for the  existence  of any present or former
               connection  between such  Relevant  Account  Holder (or between a
               fiduciary,  settlor,  beneficiary,  member or shareholder  of, or
               holder of power  over,  such  holder,  if such  Relevant  Account
               Holder is an estate,  trust,  partnership or corporation) and the
               United  States,  including,  without  limitation,  such  Relevant
               Account  Holder  (or  fiduciary,  settlor,  beneficiary,  member,
               shareholder or holder of a power) being considered as:

               (A)  being  or  having  been  present  or  engaged  in a trade or
                    business  in the  United  States or  having or having  had a
                    permanent establishment therein;

               (B)  having a current  or  former  relationship  with the  United
                    States, including a relationship as a citizen or resident or
                    being treated as a resident thereof;

               (C)  being  or  having  been  a  personal  holding   company,   a
                    controlled foreign corporation, a passive foreign investment
                    company,  a foreign personal holding company with respect to
                    the  United  States,  a  corporation  that  has  accumulated
                    earnings  to avoid  United  States  Federal  income tax or a
                    private foundation or other tax-exempt organisation; or

               (D)  an actual or a constructive "10-per cent shareholder" of the
                    Issuer as defined in Section  871(h)(3) of the United States
                    Internal Revenue Code of 1986, as amended (the "CODE");


<PAGE>
                                      48

          (ii) any Relevant  Account Holder who is a fiduciary or partnership or
               other than the sole beneficial  owner of the Underlying Note, but
               only to the extent that a beneficiary  or settlor with respect to
               such  fiduciary  or member of such  partnership  or a  beneficial
               owner of the Underlying  Note would not have been entitled to the
               payment of an additional  amount had such  beneficiary,  settlor,
               member or beneficial  owner been the Relevant  Account  Holder of
               such Underlying Note;

         (iii) any tax, assessment or governmental charge that would not have
               been imposed or withheld but for the failure of the Relevant
               Account Holder, if required, to comply with certification,
               identification or information reporting requirements under
               United States income tax laws, without regard to any tax
               treaty, with respect to the payment, concerning the
               nationality, residence, identity or connection with the United
               States of the Relevant Account Holder or a beneficial owner of
               such Underlying Note, if such compliance is required by United
               States income tax laws, without regard to any tax treaty, as a
               precondition to relief or exemption from such tax, assessment
               or governmental charge;

          (iv) any estate, inheritance, gift, sales, transfer, excise, wealth or
               personal   property  tax  or  any  similar  tax,   assessment  or
               governmental charge;

          (v)  any  tax,  assessment  or  governmental  charge  that is  payable
               otherwise  than by  withholding  from the  payment of the amounts
               receivable in respect of such Underlying Note;

          (vi) any  tax,  assessment  or  governmental  charge  required  to  be
               withheld  by any  paying  agent  from  such  payment  of  amounts
               receivable in respect of any Underlying Note, if such payment can
               be made without such withholding by any other paying agent; or

          (vii) any combination of items (i), (ii), (iii), (iv), (v) or (vi).

          As used in this Clause,  "UNITED  STATES"  means the United  States of
          America,  the  Commonwealth  of Puerto Rico and each possession of the
          United  States of America and place  subject to its  jurisdiction  and
          "UNITED STATES ALIEN" means any corporation,  partnership,  individual
          or  fiduciary  that,  as to the United  States,  is for United  States
          Federal income tax purposes (A) a foreign  corporation,  (B) a foreign
          partnership  one or more of the members of which is, for United States
          Federal  income tax purposes,  a foreign  corporation,  a non-resident
          alien individual or a non-resident alien fiduciary of a foreign estate
          or trust,  (C) a non-resident  alien  individual or (D) a non-resident
          alien fiduciary of a foreign estate or trust.

     (b)  Where the Issuer is Ciba Spezialitatenchemie Holding Deutschland GmbH:

          All payments in respect of the  Underlying  Note by the Issuer will be
          made without withholding or deduction for or on account of any present
          or future taxes or duties of whatever  nature  imposed or levied by or
          on behalf of Germany or any state (Bundesland),  municipality or other
          political subdivision or any authority thereof or therein having power
          to tax,  unless such  withholding  or deduction is required by law. In
          such event,  the Issuer will pay such  additional  amounts as shall be
          necessary  in order  that the net  amounts  received  by the  Relevant
          Account  Holders after such  withholding or deduction  shall equal the
          amounts which would  otherwise have been  receivable in respect of the
          Underlying  Note in the  absence  of such  withholding  or

<PAGE>
                                      49


          deduction; except that no such additional amounts shall be payable
          with respect to any Underlying Note to or to the order of a Relevant
          Account Holder who is liable for such taxes or duties in respect of
          such Underlying Note by reason of his having some connection with
          Germany other than the mere holding of such Underlying Note or with
          respect to any Underlying Note presented for payment to a paying
          agent which is required to deduct or withhold an amount for or on
          account of such taxes or duties if such amount can be paid without
          any deduction or withholding for or on account of any taxes or
          duties by any other paying agent. Any advance income tax
          (Zinsabschlagsteuer) levied in Germany since 1993 as well as the
          solidarity surcharge (Solidaritatszuschlag) imposed thereon since
          1995 do not constitute a withholding or deduction within the meaning
          of this Clause 4(b).

     (c)  Where the Issuer is Ciba Specialty Chemicals PLC:

          All payments by the Issuer in respect of the Underlying Notes shall
          be made without withholding or deduction for or on account of any
          present or future tax, duty or charge of whatever nature imposed or
          levied by or on behalf of the United Kingdom, or any authority
          thereof or therein having power to tax unless the withholding or
          deduction is required by law. In that event, the Issuer shall pay
          such additional amounts as will result (after such withholding or
          deduction) in the receipt by the Relevant Account Holders of the
          sums which would have been receivable (in the absence of such
          withholding or deduction) from the Issuer in respect of their
          Underlying Notes; except that no such additional amounts shall be
          payable with respect to any Underlying Note to or to the order of a
          person liable to such tax, duty or charge in respect of such
          Underlying Note by reason of his having some connection with the
          United Kingdom other than the mere holding or ownership of such
          Underlying Note or with respect to any Underlying Note presented for
          payment to a paying agent which is required to deduct or withhold an
          amount for or on account of such tax, duty or charge if such amount
          can be paid without any deduction or withholding for or on account
          of any tax, duty or charge by any other paying agent.

     (d)  Where the Issuer is Ciba Specialty Chemicals Eurofinance Ltd.:

          All payments by the Issuer in respect of the Underlying Notes shall be
          made without withholding or deduction for or on account of any present
          or future tax, duty or charge of whatever  nature imposed or levied by
          or on behalf of Bermuda,  or any authority  thereof or therein  having
          power to tax unless the  withholding  or deduction is required by law.
          In that event,  the Issuer shall pay such  additional  amounts as will
          result  (after such  withholding  or  deduction) in the receipt by the
          Relevant  Account Holders of the sums which would have been receivable
          (in the absence of such  withholding or deduction)  from the Issuer in
          respect of their  Underlying  Notes;  except  that no such  additional
          amounts shall be payable with respect to any Underlying  Note to or to
          the order of any person  liable to such tax, duty or charge in respect
          of such  underlying  Note by reason of his having some connection with
          Bermuda  other than the mere holding or  ownership of such  Underlying
          Note.

5.   Each Issuer hereby  warrants,  represents  and covenants with each Relevant
     Account 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
     Deed, and that this Deed constitutes a legal,  valid and binding obligation
     of the relevant Issuer  enforceable in accordance with its terms subject to
     the laws of  bankruptcy  and other laws  affecting  the rights of creditors
     generally.

<PAGE>
                                      50

6.   This Deed shall take effect as a Deed Poll for the benefit of the  Relevant
     Account  Holders from time to time and for the time being.  This Deed shall
     be deposited with and held by a depository for Clearstream,  Luxembourg and
     Euroclear,  or any successor to the business thereof and for the time being
     (being at the date hereof  JPMorgan  Chase Bank at Trinity  Tower, 9 Thomas
     More  Street,  London E1 9YT)  until  all the  obligations  of each  Issuer
     hereunder have been discharged in full.

7.   Each Issuer hereby  acknowledges the right of every Relevant Account Holder
     to the  production  of, and the right of every  Relevant  Account Holder to
     obtain  (upon  payment of a  reasonable  charge) a copy of, this Deed,  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 Relevant Account Holder,  and that each Relevant Account Holder shall
     be entitled severally to enforce the said obligations  against the relevant
     Issuer.

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

9.   This Deed is governed by, and shall be construed in  accordance  with,  the
     laws of England.

     Each Issuer hereby  irrevocably  agrees,  for the exclusive  benefit of the
     Relevant  Account  Holders,   that  the  courts  of  England  are  to  have
     jurisdiction to settle any dispute which may arise out of, or in connection
     with,  this  Deed and that  accordingly  any suit,  action  or  proceedings
     (together  referred to as  "Proceedings")  arising out of, or in connection
     with,  this Deed may be brought in such  courts.  Each  Issuer  irrevocably
     waives any  objection  which it may have now or  hereafter to the laying of
     the venue of any  Proceedings in any such court and any claim that any such
     Proceedings  have  been  brought  in  an  inconvenient  forum  and  further
     irrevocably  agrees  that a  judgment  in any  Proceedings  brought  in the
     English courts shall be conclusive and binding upon the relevant Issuer and
     may be  enforced  in the courts of any other  jurisdiction  (subject to the
     laws of the jurisdiction in which enforcement is sought). Nothing contained
     in this Clause shall limit any right to take Proceedings against any Issuer
     in any other  court of  competent  jurisdiction,  nor  shall the  taking of
     Proceedings in one or more jurisdictions preclude the taking of Proceedings
     in any other jurisdiction, whether concurrently or not (subject to the laws
     of the relevant jurisdictions).  Ciba Specialty Chemicals Corporation, Ciba
     Spezialitatenchemie  Holding  Deutschland GmbH and Ciba Specialty Chemicals
     Eurofinance  Ltd. each hereby appoints Ciba Specialty  Chemicals PLC at its
     registered  office for the time  being to accept  service of process on its
     behalf. If Ciba Specialty  Chemicals PLC shall cease to be registered under
     the laws of England and Wales,  the relevant  Issuer shall appoint  another
     person  with an office in London to accept  such  service.  Nothing  herein
     shall affect the right to serve  process in any other  manner  permitted by
     law.

10.  This Deed may be executed  by any one or more of the parties  hereto in any
     number of  counterparts,  each of which shall be deemed to be an  original,
     but all  such  counterparts  shall  together  constitute  one and the  same
     instrument.

IN WITNESS  whereof each Issuer has caused this Deed to be duly executed the day
and year first above mentioned.


<PAGE>
                                      51





EXECUTED as a Deed by CIBA                  )
SPECIALTY CHEMICALS                         )
CORPORATION                                 )
acting by                                   )
and                                         )
acting under the authority of that company  )
in the presence of:                         )



Witness's
Signature __________________________________

Name       _________________________________

Address   __________________________________

          __________________________________





EXECUTED as a Deed by CIBA                  )
SPECIALTY CHEMICALS                         )
PLC                                         )
acting by its attorney(s)                   )
                                            )
in the presence of:                         )



Witness's
Signature __________________________________

Name       _________________________________

Address   __________________________________

          __________________________________


<PAGE>
                                      52




EXECUTED as a Deed by CIBA                  )
SPEZIALITATENCHEMIE                         )
HOLDING DEUTSCHLAND GMBH                    )
acting by                                   )
and                                         )
acting under the authority of that company  )
in the presence of:                         )


Witness's
Signature __________________________________

Name       _________________________________

Address   __________________________________

          __________________________________




EXECUTED as a Deed under                    )
Seal by CIBA SPECIALTY CHEMICALS            )
EUROFINANCE LTD.                            )
and SIGNED and DELIVERED as                 )
a deed on its behalf by                     )
                                            )
in the presence of:                         )


Witness's
Signature __________________________________

Name       _________________________________

Address   __________________________________

          __________________________________


<PAGE>
                                      53





                                   SIGNATORIES



The Issuers

CIBA SPECIALTY CHEMICALS CORPORATION
560 White Plains Road
Tarrytown
New York
10591-9005


Telephone:                 +1 914 785 2000
Telefax:                   +1 914 785 2183
Attention:                 Treasurer

By:      OLIVER STRUB                       KIRK ERSTLING


CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

Telephone:                 +44 1 625 421 933
Telefax:                   +44 1 625 619 637
Attention:                 Treasurer

By:      OLIVER STRUB                       KIRK ERSTLING



CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

Telephone:                 +49 620 6150
Telefax:                   +49 620 6151368
Attention:                 Treasurer

By:      OLIVER STRUB                       KIRK ERSTLING




<PAGE>
                                      54






CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
c/o Reid Management Limited
4th Floor
Windsor Place
22 Queen Street
PO Box HM1179
Hamilton HMEX
Bermuda

Telephone:                 +1 441 296 3695
Telefax:                   +1 441 295 3328
Attention:                 Tamara Lewis/Adrian Arnold

By:      OLIVER STRUB



THE GUARANTOR

CIBA SPECIALTY CHEMICALS HOLDING INC.
Klybeckstrasse 141
CH-4002 Basle
Switzerland

Telephone:                 +41 61 636 2740
Telefax:                   +41 61 636 6828
Attention:                 Group Treasurer


By:      OLIVER STRUB                       KIRK ERSTLING


THE DEALERS

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
One Cabot Square
London E14 4QJ

Telephone:        020 7888 4021
Telefax           020 7905 6128
Attention:        MTN Trading



<PAGE>
                                      55






DEUTSCHE BANK AG LONDON
Winchester House
1 Great Winchester Street
London EC2N 2DB

Telephone:        020 7545 2761
Telefax:          020 7541 2761
Telex:            94015555 DBLN G
Attention:        MTN Desk


GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB

Telephone:        020 7774 2295
Telex:            94012165 GSHH G
Telefax:          020 7774 5711
Attention:        Euro Medium Term Note Desk


J.P. MORGAN SECURITIES LTD.
125 London Wall
London EC2Y 5AJ

Telephone:        020 7779 3469
Telex:            8954804 MGLTD G
Telefax:          020 7325 8225
Attention:        Euro Medium Term Note Desk


Each by its duly authorised signatory:  KARIN FORSTER


UBS AG, ACTING THROUGH ITS BUSINESS GROUP UBS WARBURG
1 Finsbury Avenue
London EC2M 2PP

Telephone:        44 20 7567 2324
Telex:            887434 UBSW G
Telefax:          44 20 7568 3349
Attention:        MTNs and Private Placements


By:      KARIN FORSTER                      By:      CAROLINE STEWART






<PAGE>







                                                                  CONFORMED COPY


                                27TH MARCH, 2002

                          CIBA SPECIALTY CHEMICALS PLC
                      CIBA SPECIALTY CHEMICALS CORPORATION
                CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                    CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
                                   AS ISSUERS

                                     - AND -

                      CIBA SPECIALTY CHEMICALS HOLDING INC.
                                  AS GUARANTOR

                                     - AND -

                   CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
                             DEUTSCHE BANK AG LONDON
                           GOLDMAN SACHS INTERNATIONAL
                           J.P. MORGAN SECURITIES LTD.
              UBS AG, ACTING THROUGH ITS BUSINESS GROUP UBS WARBURG
                                   AS DEALERS

                  ---------------------------------------------

                                PROGRAM AGREEMENT
                       IN RESPECT OF A U.S.$2,000,000,000
                          EURO MEDIUM TERM NOTE PROGRAM
                             (AMENDED AND RESTATED)
                  --------------------------------------------













                                  [ALLEN & OVERY LOGO]
                                     LONDON


<PAGE>



                                    CONTENTS


CLAUSE                                                                  PAGE

1.   Definitions and Interpretation.......................................2
2.   Agreements to Issue and Purchase Notes...............................5
3.   Conditions of Issue; Updating........................................6
4.   Representations and Warranties.......................................8
5.   Undertakings of the Issuers and the Guarantor.......................11
6.   Indemnity...........................................................14
7.   Authority to Distribute Documents...................................16
8.   Dealers' Undertakings...............................................16
9.   Fees, Expenses and Stamp Duties.....................................17
10.  Termination of Appointment of Dealers...............................18
11.  Appointment of New Dealers..........................................18
12.  Increase in the Aggregate Nominal Amount of the Program.............19
13.  Status of the Arrangers.............................................19
14.  Counterparts........................................................19
15.  Communications......................................................19
16.  Benefit of Agreement................................................20
17.  Currency Indemnity..................................................20
18.  Calculation Agent...................................................21
19.  Stabilisation.......................................................21
20.  Contracts (Rights of Third Parties) Act 1999........................21
21.  Governing Law and Jurisdiction......................................21

APPENDICES

A.   Initial Documentation List..........................................23
B.   Selling Restrictions................................................25
C.   Part I - Form of Dealer Accession Letter  - Program.................29
     Part II - Form of Confirmation Letter - Program.....................31
     Part III - Form of Dealer Accession Letter - Note Issue.............33
     Part IV - Form of  Confirmation Letter - Note Issue.................35
D.   Letter Regarding Increase in the Nominal Amount of the Program......37
E.   Form of Subscription Agreement......................................39
F.   Form of Deed of Covenant............................................45

SIGNATORIES..............................................................53