Exhibit 4.4

                               AGENCY 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 ("CIBA US");

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

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

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

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

(6)      JPMORGAN CHASE BANK of Trinity Tower, 9 Thomas More Street, London
         E1W 1YT (the "Agent", which expression shall include any successor
         agent appointed in accordance with clause 21); and

(7)      J.P. MORGAN BANK LUXEMBOURG S.A. of 5 Rue Plaetis, L-2338 Luxembourg
         (together with the Agent, the "Paying Agents", which expression shall
         include any additional or successor paying agent appointed in
         accordance with clause 21 and "Paying Agent" shall mean any of the
         Paying Agents).

WHEREAS:

(A)      CIBA US, CIBA UK, CIBA Germany, CIBA Bermuda (each an "Issuer" and
         together, the "Issuers") and the Guarantor have entered into an
         amended and restated program agreement dated 27th March, 2002 (the
         "Program Agreement") with the Dealers named therein pursuant to which
         the Issuer may issue Euro Medium Term Notes (the "Notes") in an
         aggregate nominal amount outstanding at any time of up to
         U.S.$2,000,000,000 (or its equivalent in other currencies). The
         Program Agreement amends and restates the amended and restated
         program agreement entered into by CIBA US, CIBA UK, CIBA Germany and
         the Guarantor dated 30th March, 2001 with the Dealers named therein.

(B)      CIBA US, CIBA UK, CIBA Germany, the Guarantor, the Agent and the
         Paying Agents entered into an amended and restated Agency Agreement
         (the "Principal Agency Agreement") dated 30th March, 2001 in respect
         of U.S.$2,000,000,000 Euro Medium Term Note Program.



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(C)      This Agreement amends and restates the Principal Agency Agreement.
         Any Notes issued on or after the date hereof (other than any such
         Notes issued so as to be consolidated and form a  single Series with
         any Notes issued prior to the date hereof) shall be issued pursuant to
         this Agreement. This does not affect any Notes issued prior to the
         date hereof.

(D)      Each issue of Notes will be initially represented by a temporary
         global Note exchangeable in whole or in part for definitive Notes or
         for a permanent global Note which will be exchangeable as described
         therein for definitive Notes.

IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

(1)      Terms and expressions defined in the Program Agreement or the Notes
         or used in the applicable Pricing Supplement shall have the same
         meanings in this Agreement, except where the context requires
         otherwise or unless otherwise stated.

(2)      Without prejudice to the foregoing:

         "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;

         "Conditions" means, in relation to the Notes of any Series, the terms
         and conditions endorsed on or incorporated by reference into or
         attached to the Note or Notes constituting such Series, such terms
         and conditions being in or substantially in the form set out in
         Schedule 1 or in such other form, having regard to the terms of the
         Notes of the relevant Series, as may be agreed between the relevant
         Issuer, the Guarantor, the Agent and the relevant Dealer as modified
         and supplemented by the Pricing Supplement applicable to the Notes of
         the relevant Series;

         "Coupon" means an interest coupon appertaining to a Definitive Note
         (other than a Zero Coupon Note), such coupon being:

         (i)      if appertaining to a Fixed Rate Note, in the form or
                  substantially in the form set out in Part IV A of Schedule 2
                  or in such other form, having regard to the terms of issue
                  of the Notes of the relevant Series, as may be agreed
                  between the relevant Issuer, the Guarantor, the Agent and
                  the relevant Dealer; or

         (ii)     if appertaining to a Floating Rate Note or an Indexed
                  Interest Note, in the form or substantially in the form set
                  out in Part IV B of Schedule 2 or in such other form, having
                  regard to the terms of issue of the Notes of the relevant
                  Series, as may be agreed between the relevant Issuer, the
                  Guarantor, the Agent and the relevant Dealer; or

         (iii)    if appertaining to a Definitive Note which is neither a
                  Fixed Rate Note nor a Floating Rate Note nor an Indexed
                  Interest Note, in such form as may be agreed between the
                  relevant Issuer, the Guarantor, the Agent and the relevant
                  Dealer,

         and includes, where applicable, the Talon(s) appertaining thereto and
         any replacements for Coupons and Talons issued pursuant to Condition
         10;


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                                      3

         "Couponholders" means the several persons who are for the time being
         holders of the Coupons and shall, unless the context otherwise
         requires, include the holders of the Talons;

         "Definitive Note" means a definitive Note issued or, as the case may
         require, to be issued by the relevant Issuer in accordance with the
         provisions of the Program Agreement or any other agreement between
         the relevant Issuer, the Guarantor and the relevant Dealer in
         exchange for either a Temporary Global Note or a Permanent Global
         Note (all as indicated in the applicable Pricing Supplement), such
         definitive Note being in the form or substantially in the form set
         out in Part III of Schedule 2 with such modifications (if any) as may
         be agreed between the relevant Issuer, the Guarantor, the Agent and
         the relevant Dealer and having the Conditions endorsed thereon or
         attached thereto or, if permitted by the relevant authority or
         authorities and agreed by the relevant Issuer, the Guarantor and the
         relevant Dealer, incorporating the Conditions by reference and having
         the applicable Pricing Supplement (or the relevant provisions
         thereof) either endorsed thereon or attached thereto and (except in
         the case of a Zero Coupon Note) having Coupons and, where
         appropriate, Receipts and/or Talons attached thereto on issue;

         "Distribution Compliance Period" has the meaning given to such term
         in Regulation S under the Securities Act;

         "Dual Currency Note" means a Note in respect of which payments of
         principal and/or interest are made or to be made in such different
         currencies, and at rates of exchange calculated upon such basis or
         bases, as the relevant Issuer, the Guarantor and the relevant Dealer
         may agree (as indicated in the applicable Pricing Supplement);

         "EURIBOR" means the Euro-zone inter-bank offered rate;

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

         "Euro-zone" means the region composed of Member States of the
         European Union that are participating in the third stage of European
         economic and monetary union;

         "Fixed Rate Note" means a Note on which interest is calculated at a
         fixed rate payable in arrear on a fixed date or dates in each year
         and on the redemption date or on such other dates as may be agreed
         between the relevant Issuer, the Guarantor and the relevant Dealer
         (as indicated in the applicable Pricing Supplement);

         "Floating Rate Note" means a Note on which interest is calculated at
         a floating rate payable in respect of such period or on such date(s)
         as may be agreed between the relevant Issuer, the Guarantor and the
         relevant Dealer (as indicated in the applicable Pricing Supplement);

         "Global Note" means a Temporary Global Note and/or a Permanent Global
         Note, as applicable;

         "Guarantee" means the guarantee dated the date of this Agreement,
         substantially in the form set out in Schedule 3, executed as a deed
         poll by the Guarantor in respect of any Note and in respect of the
         obligations of the Issuers under the Deed of Covenant;


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                                      4


         "Indexed Interest Note" means a Note in respect of which the amount
         payable in respect of interest is calculated by reference to an index
         and/or a formula as the relevant Issuer, the Guarantor and the
         relevant Dealer may agree (as indicated in the applicable Pricing
         Supplement);

         "Indexed Note" means an Indexed Interest Note and/or an Indexed
         Redemption Amount Note, as applicable;

         "Indexed Redemption Amount Note" means a Note in respect of which the
         amount payable in respect of principal is calculated by reference to
         an index and/or a formula as the relevant Issuer, the Guarantor and
         the relevant Dealer may agree (as indicated in the applicable Pricing
         Supplement);

         "Interest Commencement Date" means, in the case of interest-bearing
         Notes, the date specified in the applicable Pricing Supplement from
         (and including) which such Notes bear interest, which may or may not
         be the Issue Date (but if no date is specified shall be the Issue
         Date);

         "ISDA Definitions" means the 2000 ISDA Definitions, each as amended
         and updated as at the Issue Date of the first Tranche of Notes of the
         relevant Series and published by the International Swaps and
         Derivatives Association, Inc.;

         "Issue Date" means the date of issue and purchase of a Note, in each
         case pursuant to and in accordance with the Program Agreement or any
         other agreement between the relevant Issuer, the Guarantor and the
         relevant Dealer, being in the case of any Permanent Global Note or
         Definitive Note, the same date as the date of issue of the Temporary
         Global Note which initially represented such Note;

         "Issue Price" means the price, generally expressed as a percentage of
         the nominal amount of the Notes, at which the Notes will be issued;

         "LIBOR" means the London inter-bank offered rate;

         "Maturity Date" means, in relation to a Note, the date on which it is
         expressed to be redeemable;

         "Note" means a note denominated in Australian dollars, Canadian
         dollars, Czech koruna, Danish kroner, euro, Hong Kong dollars,
         Japanese Yen, New Zealand dollars, Norwegian kroner, South African
         Rand, Sterling, Swedish kronor, Swiss francs, U.S. dollars or such
         other currency or currencies as may be agreed between the relevant
         Issuer, the Guarantor and the relevant Dealer issued or to be issued
         by the relevant Issuer pursuant to the Program Agreement or any other
         agreement between the relevant Issuer, the Guarantor and the relevant
         Dealer and which shall initially be represented by, and comprised in,
         a Temporary Global Note which may (in accordance with the terms of
         such Temporary Global Note) be exchanged for either Definitive Notes
         or a Permanent Global Note which Permanent Global Note may (in
         accordance with the terms of such Permanent Global Note) in turn be
         exchanged for Definitive Notes (all as indicated in the applicable
         Pricing Supplement)
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                                      5

          and includes any replacements for a Note issued pursuant to
          Condition 10 and, where applicable, the Receipts relating thereto;

          "Noteholders" means the several persons who are for the time being
          holders of the Notes save that, in respect of the Notes of any
          Series, for so long as such Notes or any part thereof are
          represented by a Global Note held on behalf of Euroclear and/or of
          Clearstream, Luxembourg, each person (other than Euroclear or
          Clearstream, Luxembourg) who is for the time being shown in the
          records of Euroclear or of Clearstream, Luxembourg as the holder of
          a particular nominal amount of the Notes of such Series (in which
          regard any certificate or other document issued by Euroclear or
          Clearstream, Luxembourg as to the nominal amount of such Notes
          standing to the account of any person shall be conclusive and
          binding for all purposes save in the case of manifest error) shall
          be treated by the Issuer, the Guarantor, the Agent and any other
          Paying Agent as the holder of such nominal amount of such Notes for
          all purposes other than with respect to the payment of principal or
          interest on such Notes, for which purpose the bearer of the relevant
          Global Note shall be treated by the Issuer, the Guarantor, the Agent
          and any other Paying Agent as the holder of such nominal amount of
          such Notes in accordance with and subject to the terms of the
          relevant Global Note and this agreement and the expressions
          "Noteholder", "holder of Notes" and related expressions shall be
          construed accordingly;

         "outstanding" means, in relation to the Notes, all the Notes issued
         other than (a) those which have been redeemed in full in accordance
         with the Conditions, (b) those in respect of which the date for
         redemption in accordance with the Conditions has occurred and the
         redemption moneys wherefor (including all interest (if any) accrued
         thereon to the date for such redemption and any interest (if any)
         payable under the Conditions after such date) have been duly paid to
         the Agent as provided herein (and, where appropriate, notice has been
         given to the Noteholders of the relevant Series in accordance with
         Condition 14) and remain available for payment against presentation
         of Notes, (c) those which have become void under Condition 8, (d)
         those which have been purchased and cancelled as provided in
         Condition 6, (e) those mutilated or defaced Notes which have been
         surrendered in exchange for replacement Notes pursuant to Condition
         10, (f) (for the purpose only of determining the nominal amount of
         the Notes outstanding and without prejudice to their status for any
         other purpose) those Notes alleged to have been lost, stolen or
         destroyed and in respect of which replacement Notes have been issued
         pursuant to Condition 10, (g) Temporary Global Notes to the extent
         that they shall have been duly exchanged for Permanent Global Notes
         and/or Definitive Notes and Permanent Global Notes to the extent that
         they shall have been duly exchanged for Definitive Notes, in each
         case pursuant to their respective provisions and (h) Temporary Global
         Notes and Permanent Global Notes which have become void in accordance
         with their terms (provided that at the Relevant Time (as defined in
         the Deed of Covenant) the Underlying Notes (as defined in the Deed of
         Covenant) will be deemed to be still outstanding) and,

         PROVIDED THAT for each of the following purposes, namely:

         (i)      the right to attend and vote at any meeting of the
                  Noteholders or any of them; and

         (ii)     the determination of how many and which Notes are for the
                  time being outstanding for the purposes of paragraphs 2, 5
                  and 6 of Schedule 4 hereto,


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         those Notes (if any) which are for the time being held by any person
         (including but not limited to any Issuer, the Guarantor or any of
         their respective Subsidiaries) for the benefit of any Issuer, the
         Guarantor or any of their respective Subsidiaries shall (unless and
         until ceasing to be so held) be deemed not to be outstanding;

         "Permanent Global Note" means a global note in the form or
         substantially in the form set out in Part II of Schedule 2 together
         with the copy of the applicable Pricing Supplement attached thereto
         with such modifications (if any) as may be agreed between the
         relevant Issuer, the Guarantor, the Agent and the relevant Dealer,
         comprising some or all of the Notes of the same Series, issued by the
         relevant Issuer pursuant to the Program Agreement or any other
         agreement between the relevant Issuer, the Guarantor and the relevant
         Dealer in exchange for the whole or part of any Temporary Global Note
         issued in respect of such Notes;

         "Procedures Memorandum" means the operating and administrative
         procedures memorandum set out in Schedule 6 hereto;

         "Put Notice" means a notice in the form set out in Schedule 5;

         "Receipt" means a receipt attached on issue to a Definitive Note
         redeemable in instalments for the payment of an instalment of
         principal, such receipt being in the form or substantially in the
         form set out in Part V of Schedule 2 or in such other form as may be
         agreed between the relevant Issuer, the Guarantor, the Agent and the
         relevant Dealer and includes any replacements for Receipts issued
         pursuant to Condition 10;

         "Receiptholders" means the several persons who are for the time being
         holders of the Receipts;

         "Reference Banks" means, in the case of sub-clause 8(2)(a)(i) below,
         those banks whose offered rates were used to determine such quotation
         when such quotation last appeared on the Relevant Screen Page and, in
         the case of sub-clause 8(2)(a)(ii) below, those banks whose offered
         quotations last appeared on the Relevant Screen Page when no fewer
         than three such offered quotations appeared;

         "Replacement Agent" means the Paying Agent in Luxembourg;

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

         "Series" means a Tranche of the Notes together with any further
         Tranche or Tranches of the Notes which are (i) expressed to be
         consolidated and form a single series and (ii) identical in all
         respects (including as to listing) except for their respective Issue
         Dates, Interest Commencement Dates and/or Issue Prices and the
         expressions "Notes of the relevant Series" and "holders of Notes of
         the relevant Series" and related expressions shall be construed
         accordingly;

         "Talons" means the talons (if any) appertaining to, and exchangeable
         in accordance with the provisions therein contained for further
         Coupons appertaining to, a Definitive Note (other than a Zero Coupon
         Note), such talons being in the form or substantially in the form set
         out in Part VI of Schedule 2 or in such other form as may be agreed
         between the relevant Issuer,

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                                      7


         the Guarantor, the Agent and the relevant Dealer and includes any
         replacements for Talons issued pursuant to Condition 10;

         "Temporary Global Note" means a global note in the form or
         substantially in the form set out in Part I of Schedule 2 together
         with the copy of the applicable Pricing Supplement attached thereto
         with such modifications (if any) as may be agreed between the
         relevant Issuer, the Guarantor, the Agent and the relevant Dealer,
         comprising some or all of the Notes of the same Series, issued by the
         relevant Issuer pursuant to the Program Agreement or any other
         agreement between the Issuer and the relevant Dealer;

         "Tranche" means all Notes which are identical in all respects
         (including as to listing); and

         "Zero Coupon Note" means a Note on which no interest is payable.

(3)      Words denoting the singular number only shall include the plural
         number also and vice versa;

         words denoting one gender only shall include the other gender; and

         words denoting persons only shall include firms and corporations and
         vice versa.

(4)      All references in this Agreement to costs or charges or expenses
         shall include any value added tax or similar tax charged or
         chargeable in respect thereof.

(5)      For the purposes of this Agreement, the Notes of each Series shall
         form a separate series of Notes and the provisions of this Agreement
         shall apply mutatis mutandis separately and independently to the
         Notes of each Series and in this Agreement the expressions "Notes",
         "Noteholders", "Receipts", "Receiptholders", "Coupons",
         "Couponholders" and "Talons" shall be construed accordingly.

(6)      All references in this Agreement to principal and/or interest or both
         in respect of the Notes or to any moneys payable by any Issuer and/or
         the Guarantor under this Agreement shall have the meaning set out in
         Condition 5(d).

(7)      All references in this Agreement to the "relevant currency" shall be
         construed as references to the currency in which the relevant Notes
         and/or Coupons are denominated (or payable in the case of Dual
         Currency Notes).

(8)      In this Agreement, clause headings are inserted for convenience and
         ease of reference only and shall not affect the interpretation of
         this Agreement. 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 or to any
         statutory instrument, order or regulation made thereunder or under
         such re-enactment.

(9)      All references in this Agreement to an agreement, instrument or other
         document (including, without limitation, this Agreement, the Program
         Agreement, the Deed of Covenant, the Guarantee, the Procedures
         Memorandum, the 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 or supplemented from
         time to time.


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

2.       APPOINTMENT OF AGENT AND PAYING AGENTS

(1)      The Agent is hereby appointed, and the Agent hereby agrees to act, as
         agent of the Issuers and the Guarantor, upon the terms and subject to
         the conditions set out below, for the purposes of, inter alia:

         (a)      completing, authenticating and delivering Global Notes and
                  (if required) authenticating and delivering Definitive
                  Notes;

         (b)      exchanging Temporary Global Notes for Permanent Global Notes
                  or Definitive Notes, as the case may be, in accordance with
                  the terms of such Temporary Global Notes;

         (c)      exchanging Permanent Global Notes for Definitive Notes in
                  accordance with the terms of such Permanent Global Notes;

         (d)      paying sums due on Global Notes and Definitive Notes,
                  Receipts and Coupons;

         (e)      exchanging Talons for Coupons in accordance with the
                  Conditions;

         (f)      determining the end of the Distribution Compliance Period
                  applicable to each Tranche;

         (g)      unless otherwise specified in the applicable Pricing
                  Supplement, determining the interest and/or other amounts
                  payable in respect of the Notes in accordance with the
                  Conditions;

         (h)      arranging on behalf of any Issuer and/or the Guarantor for
                  notices to be communicated to the Noteholders;

         (i)      preparing and sending monthly reports to the Bank of England
                  and ensuring that, as directed by the relevant Issuer, all
                  necessary action is taken to comply with any reporting
                  requirements of any competent authority in respect of any
                  relevant currency as may be in force from time to time with
                  respect to the Notes to be issued under the Program;

         (j)      subject to the Procedures Memorandum, submitting to the
                  relevant authority or authorities such number of copies of
                  each Pricing Supplement which relates to Notes which are to
                  be listed as the relevant authority or authorities may
                  reasonably require;

         (k)      acting as Calculation Agent in respect of Notes where named
                  as such in the relevant Pricing Supplement; and

         (l)      performing all other obligations and duties imposed upon it
                  by the Conditions, this Agreement and the Procedures
                  Memorandum.


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(2)      Each Paying Agent is hereby appointed as paying agent of the Issuers
         and the Guarantor, upon the terms and subject to the conditions set
         out below, for the purposes of paying sums due on Notes, Receipts and
         Coupons and of performing all other obligations and duties imposed
         upon it by the Conditions and this Agreement.

(3)      Each of the Issuer and the Guarantor undertakes that, if the
         conclusions of the ECOFIN Council meeting of 26th-27th November, 2000
         are implemented, it will ensure that it maintains a paying agent in
         an EU member state that will not be obliged to withhold or deduct tax
         pursuant to the Directive.

3.       ISSUE OF TEMPORARY GLOBAL NOTES

(1)      Subject to sub-clause (2) below, following receipt of a faxed copy of
         the Pricing Supplement signed by any Issuer and the Guarantor, the
         relevant Issuer and the Guarantor hereby authorise the Agent and the
         Agent hereby agrees to take the steps required of the Agent in the
         Procedures Memorandum. For this purpose the Agent will, inter alia,
         on behalf of the relevant Issuer:

         (a)      prepare a Temporary Global Note by attaching a copy of the
                  applicable Pricing Supplement to a copy of the applicable
                  master Temporary Global Note;

         (b)      authenticate such Temporary Global Note;

         (c)      deliver such Temporary Global Note to the specified common
                  depositary for Euroclear and/or Clearstream, Luxembourg
                  against receipt from the common depositary of confirmation
                  that such common depositary is holding the Temporary Global
                  Note in safe custody for the account of Euroclear and/or
                  Clearstream, Luxembourg and to instruct Euroclear or
                  Clearstream, Luxembourg or both of them (as the case may be)
                  unless otherwise agreed in writing between the Agent and the
                  relevant Issuer (i) in the case of an issue of Notes not
                  subscribed pursuant to a Subscription Agreement, to credit
                  the Notes represented by such Temporary Global Note to the
                  Agent's distribution account, and (ii) in the case of Notes
                  subscribed pursuant to a Subscription Agreement, to hold the
                  Notes represented by such Temporary Global Note to the
                  Issuer's order; and

         (d)      ensure that the Notes of each Tranche are assigned a common
                  code and ISIN by Euroclear and Clearstream, Luxembourg which
                  are different from the common code and ISIN assigned to
                  Notes of any other Tranche of the same Series until not
                  earlier than 40 days after the completion of the
                  distribution of the Notes of such Tranche as notified by the
                  Agent to the relevant Dealer.

(2)      The Agent shall only be required to perform its obligations under
         sub-clause (1) above if it holds:

         (a)      a master Temporary Global Note duly executed by a person or
                  persons authorised to execute the same on behalf of the
                  relevant Issuer, which may be used by the Agent for the
                  purpose of preparing a Temporary Global Note in accordance
                  with sub-clause (1)(a); and


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                                      10


         (b)      a master Permanent Global Note duly executed by a person or
                  persons authorised to execute the same on behalf of the
                  relevant Issuer, which may be used by the Agent for the
                  purpose of preparing a Permanent Global Note in accordance
                  with clause 4 below.

4.       DETERMINATION OF EXCHANGE DATE, ISSUE OF PERMANENT GLOBAL NOTES AND
         DEFINITIVE NOTES AND DETERMINATION OF END OF DISTRIBUTION COMPLIANCE
         PERIOD

(1)      (a)      The Agent shall determine the Exchange Date for each
                  Temporary Global Note in accordance with the terms thereof.
                  Forthwith upon determining the Exchange Date in respect of
                  any Tranche, the Agent shall notify such determination to
                  the relevant Issuer, the Guarantor, the other Paying Agents,
                  the relevant Dealer, Euroclear and Clearstream, Luxembourg.

         (b)      The Agent shall deliver, upon notice from Euroclear or
                  Clearstream, Luxembourg, a Permanent Global Note or
                  Definitive Notes, as the case may be, in accordance with the
                  terms of the Temporary Global Note. Where a Temporary Global
                  Note is to be exchanged for a Permanent Global Note, the
                  Agent is hereby authorised on behalf of the relevant Issuer:

                  (i)      in the case of the first Tranche of any Series of
                           Notes, to prepare and complete a Permanent Global
                           Note in accordance with the terms of the Temporary
                           Global Note applicable to such Tranche by attaching
                           a copy of the applicable Pricing Supplement to a copy
                           of the applicable master Permanent Global Note;

                  (ii)     in the case of the first Tranche of any Series of
                           Notes, to authenticate such Permanent Global Note;

                  (iii)    in the case of the first Tranche of any Series of
                           Notes, to deliver such Permanent Global Note to the
                           common depositary which is holding the Temporary
                           Global Note applicable to such Tranche for the time
                           being on behalf of Euroclear and/or Clearstream,
                           Luxembourg either in exchange for such Temporary
                           Global Note or, in the case of a partial exchange,
                           on entering details of such partial exchange of the
                           Temporary Global Note in the relevant spaces in
                           Schedule Two of both the Temporary Global Note and
                           the Permanent Global Note; and

                  (iv)     in any other case, by attaching a copy of the
                           applicable Pricing Supplement to the Permanent
                           Global Note applicable to the relevant Series and
                           entering details of any exchange in whole or part
                           as aforesaid.

(2)      (a)      In the case of a Tranche in respect of which there is only
                  one Dealer, the Agent will determine the end of the
                  Distribution Compliance Period in respect of such Tranche as
                  being the fortieth day (or such later day as may be
                  specified in the applicable Pricing Supplement) following
                  the date certified by the relevant Dealer to the Agent as
                  being the date as of which distribution of the Notes of that
                  Tranche was completed.


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                                      11


         (b)      In the case of a Tranche in respect of which there is more
                  than one Dealer but is not issued on a syndicated basis, the
                  Agent will determine the end of the Distribution Compliance
                  Period in respect of such Tranche as being the fortieth day
                  (or such later day as may be specified in the applicable
                  Pricing Supplement) following the latest of the dates
                  certified by all the relevant Dealers to the Agent as being
                  the respective dates as of which distribution of the Notes
                  of that Tranche purchased by each such Dealer was completed.

         (c)      In the case of a Tranche issued on a syndicated basis, the
                  Agent will determine the end of the Distribution Compliance
                  Period in respect of such Tranche as being the fortieth day
                  (or such later day as may be specified in the applicable
                  Pricing Supplement) following the date certified by the Lead
                  Manager to the Agent as being the date as of which
                  distribution of the Notes of that Tranche was completed.

         (d)      Forthwith upon determining the end of the Distribution
                  Compliance Period in respect of any Tranche, the Agent shall
                  notify such determination to the relevant Issuer, the
                  Guarantor, Euroclear, Clearstream, Luxembourg, the relevant
                  Dealer(s) (in the case of a non-syndicated issue) and the
                  Lead Manager (in the case of a syndicated issue).

5.       ISSUE OF DEFINITIVE NOTES

(1)      Upon notice from Euroclear or Clearstream, Luxembourg pursuant to the
         terms of a Temporary Global Note or a Permanent Global Note, as the
         case may be, the Agent shall deliver the relevant Definitive Note(s)
         in accordance with the terms of the relevant Global Note. For this
         purpose the Agent is hereby authorised on behalf of the relevant
         Issuer:

         (a)      to authenticate such Definitive Note(s) in accordance with
                  the provisions of this Agreement; and

         (b)      to deliver such Definitive Note(s) to or to the order of
                  Euroclear and/or Clearstream, Luxembourg either in exchange
                  for such Global Note or, in the case of a partial exchange
                  of a Temporary Global Note, on entering details of any
                  partial exchange of the Temporary Global Note in the
                  relevant space in Schedule Two of such Temporary Global
                  Note.

         The Agent shall notify the relevant Issuer forthwith upon receipt of
         a request for issue of Definitive Note(s) in accordance with the
         provisions of a Temporary Global Note or Permanent Global Note, as
         the case may be, (and the aggregate nominal amount of such Temporary
         Global Note or Permanent Global Note, as the case may be, to be
         exchanged in connection therewith).

(2)      Each Issuer undertakes to deliver to the Agent sufficient numbers of
         executed Definitive Notes with, if applicable, Receipts, Coupons and
         Talons attached to enable the Agent to comply with its obligations
         under this clause.


<PAGE>


                                      12


6.       TERMS OF ISSUE

(1)      The Agent shall cause all Temporary Global Notes, Permanent Global
         Notes and Definitive Notes delivered to and held by it under this
         Agreement to be maintained in safe custody and shall ensure that such
         Notes are issued only in accordance with the provisions of this
         Agreement and the relevant Global Note and Conditions.

(2)      Subject to the procedures set out in the Procedures Memorandum, for
         the purposes of clause 3(1) the Agent is entitled to treat a
         telephone or facsimile communication from a person purporting to be
         (and who the Agent believes in good faith to be) the authorised
         representative of any Issuer and/or the Guarantor named in the lists
         referred to in, or notified pursuant to, clause 19(7) as sufficient
         instructions and authority of such Issuer and/or the Guarantor for
         the Agent to act in accordance with clause 3(1).

(3)      In the event that a person who has signed on behalf of any Issuer any
         Note not yet issued but held by the Agent in accordance with clause
         3(1) ceases to be authorised as described in clause 19(7), the Agent
         shall (unless the relevant Issuer gives notice to the Agent that
         Notes signed by that person do not constitute valid and binding
         obligations of the relevant Issuer or otherwise until replacements
         have been provided to the Agent) continue to have authority to issue
         any such Notes, and the relevant Issuer hereby warrants to the Agent
         that such Notes shall, unless notified as aforesaid, be valid and
         binding obligations of such Issuer. Promptly upon such person ceasing
         to be authorised, the relevant Issuer shall provide the Agent with
         replacement Notes and upon receipt of such replacement Notes the
         Agent shall cancel and destroy the Notes held by it which are signed
         by such person and shall provide to the relevant Issuer a
         confirmation of destruction in respect thereof specifying the Notes
         so cancelled and destroyed.

(4)      If the Agent pays an amount (the "Advance") to the Issuer on the
          basis that a payment (the "Payment") has been, or will be, received
          from a Dealer and if the Payment is not received by the Agent on the
          date the Agent pays the relevant Issuer, the relevant Issuer
          (failing which the Guarantor) shall repay to the Agent the Advance
          and shall pay interest on the Advance (or the unreimbursed portion
          thereof) from (and including) the date such Advance is made to (but
          excluding) the earlier of repayment of the Advance and receipt by
          the Agent of the Payment (at a rate quoted at that time by the Agent
          as its cost of funding the Advance provided that evidence of the
          basis of such rate is given to the relevant Issuer and the
          Guarantor).

(5)      Except in the case of issues where the Agent does not act as
         receiving bank for the relevant Issuer in respect of the purchase
         price of the Notes being issued, if on the relevant Issue Date a
         Dealer does not pay the full purchase price due from it in respect of
         any Note (the "Defaulted Note") and, as a result, the Defaulted Note
         remains in the Agent's distribution account with Euroclear and/or
         Clearstream, Luxembourg after such Issue Date, the Agent will
         continue to hold the Defaulted Note to the order of the relevant
         Issuer. The Agent shall notify the relevant Issuer forthwith of the
         failure of the Dealer to pay the full purchase price due from it in
         respect of any Defaulted Note and, subsequently, shall notify the
         relevant Issuer forthwith upon receipt from the Dealer of the full
         purchase price in respect of such Defaulted Note.


<PAGE>


                                      13


7.       PAYMENTS

(1)      The Issuer (failing which the Guarantor) will, before 10.00 a.m.
         (local time in the relevant financial centre of the payment), on each
         date on which any payment in respect of any Note becomes due,
         transfer to an account specified by the Agent such amount in the
         relevant currency as shall be sufficient for the purposes of such
         payment in funds settled through such payment system as the Agent and
         the relevant Issuer or, as the case may be, the Guarantor may agree.

(2)      The Issuer (failing which the Guarantor) will ensure that no later
         than 10.00 a.m. (London time) on the second Business Day (as defined
         below) immediately preceding the date on which any payment is to be
         made to the Agent pursuant to sub-clause (1), the Agent shall receive
         from the paying bank of the Issuer or, as the case may be, the
         Guarantor a payment confirmation in the form of a SWIFT message.

         For the purposes of this clause "Business Day" means a day which is
both:

         (a)      a day on which commercial banks and foreign exchange markets
                  settle payments in London and any other place specified in
                  the applicable Pricing Supplement as an Additional Business
                  Centre; and

         (b)      either (i) in relation to a payment to be made in a
                  Specified Currency other than euro, a day on which
                  commercial banks and foreign exchange markets settle
                  payments in the principal financial centre of the country of
                  the relevant Specified Currency (if other than London and
                  any Additional Business Centre) and which, if the Specified
                  Currency is New Zealand Dollars, shall be Auckland or (ii)
                  in relation to a payment to be made in euro, a day on which
                  the TARGET System is open, where "TARGET System" means the
                  Trans-European Automated Real-Time Gross Settlement Express
                  Transfer (TARGET) System. Unless otherwise provided in the
                  applicable Pricing Supplement, the principal financial
                  centre for any currency shall be as provided in the ISDA
                  Definitions.

(3)      The Agent shall ensure that payments of both principal and interest
         in respect of a Temporary Global Note will be made only to the extent
         that certification of non-U.S. beneficial ownership as required by
         U.S. securities laws and U.S. Treasury regulations (in the form set
         out in the Temporary Global Note) has been received from Euroclear
         and/or Clearstream, Luxembourg in accordance with the terms thereof.

(4)      The Agent or the relevant Paying Agent shall pay or cause to be paid
         all amounts due in respect of the Notes on behalf of each Issuer and
         the Guarantor in the manner provided in the Conditions. If any
         payment provided for in sub-clause (1) is made late but otherwise in
         accordance with the provisions of this Agreement, the Agent and each
         Paying Agent shall nevertheless make payments in respect of the Notes
         as aforesaid following receipt by it of such payment.

(5)      If for any reason the Agent considers in its sole discretion that the
         amounts to be received by the Agent pursuant to sub-clause (1) will
         be, or the amounts actually received by it pursuant thereto are,
         insufficient to satisfy all claims in respect of all payments then
         falling due in



<PAGE>


                                      14


         respect of the Notes, neither the Agent nor any Paying Agent shall be
         obliged to pay any such claims until the Agent has received the full
         amount of all such payments.

(6)      Without prejudice to sub-clauses (4) and (5), if the Agent pays any
         amounts to the holders of Notes, Receipts or Coupons or to any Paying
         Agent at a time when it has not received payment in full in respect
         of the relevant Notes in accordance with sub-clause (1) (the excess
         of the amounts so paid over the amounts so received being the
         "Shortfall"), the relevant Issuer (failing which the Guarantor) will,
         in addition to paying amounts due under sub-clause (1), pay to the
         Agent on demand interest (at a rate which represents the Agent's cost
         of funding the Shortfall as evidenced to the relevant Issuer and the
         Guarantor by the provision of details of the calculation of the cost
         of funding) on the Shortfall (or the unreimbursed portion thereof)
         until the receipt in full by the Agent of the Shortfall.

(7)      The Agent shall on demand promptly reimburse each Paying Agent for
         payments in respect of Notes properly made by such Paying Agent in
         accordance with this Agreement and the Conditions unless the Agent
         has notified the Paying Agent, prior to the opening of business in
         the location of the office of the Paying Agent through which payment
         in respect of the Notes can be made on the due date of a payment in
         respect of the Notes, that the Agent does not expect to receive
         sufficient funds to make payment of all amounts falling due in
         respect of such Notes.

(8)      Whilst any Notes are represented by Global Notes, all payments due in
         respect of such Notes shall be made to, or to the order of, the
         holder of the Global Notes, subject to and in accordance with the
         provisions of the Global Notes. On the occasion of any such payment
         the Paying Agent to which the Global Note was presented for the
         purpose of making such payment shall cause the appropriate Schedule
         to the relevant Global Note to be annotated so as to evidence the
         amounts and dates of such payments of principal and/or interest as
         applicable.

(9)      If the amount of principal and/or interest then due for payment is
         not paid in full (otherwise than by reason of a deduction required by
         law to be made therefrom), the Paying Agent to which a Note is
         presented for the purpose of making such payment shall make a record
         of such Shortfall on the Note and such record shall, in the absence
         of manifest error, be prima facie evidence that the payment in
         question has not to that extent been made.

(10)     The obligations of the Guarantor as set forth in this clause 7 shall
         be based on the Guarantee only and not be deemed to be primary
         obligations of the Guarantor.

8.       DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND INTEREST
         DETERMINATION

(1)      DETERMINATIONS AND NOTIFICATIONS

         (a)      The Agent shall make all such determinations and
                  calculations (howsoever described) as it is required to do
                  under the Conditions, all subject to and in accordance with
                  the Conditions.

         (b)      The Agent shall not be responsible to any Issuer, the
                  Guarantor or to any third party (except in the event of
                  negligence, default or bad faith of the Agent, as the case
                  may be)


<PAGE>


                                      15


                  as a result of the Agent having acted on any quotation given
                  by any Reference Bank which subsequently may be found to be
                  incorrect.

         (c)      The Agent shall promptly notify (and confirm in writing to)
                  the relevant Issuer, the Guarantor, the other Paying Agents
                  and (in respect of a Series of Notes listed on a Stock
                  Exchange) the relevant Stock Exchange and Listing Agent of,
                  inter alia, each Rate of Interest, Interest Amount and
                  Interest Payment Date and all other amounts, rates and dates
                  which it is obliged to determine or calculate under the
                  Conditions as soon as practicable after the determination
                  thereof and of any subsequent amendment thereto pursuant to
                  the Conditions.

         (d)      The Agent shall use its best endeavours to cause each Rate
                  of Interest, Interest Amount and Interest Payment Date and
                  all other amounts, rates and dates which it is obliged to
                  determine or calculate under the Conditions to be published
                  as required in accordance with the Conditions as soon as
                  possible after their determination or calculation.

         (e)      If the Agent does not at any material time for any reason
                  determine and/or calculate and/or publish the Rate of
                  Interest, Interest Amount and/or Interest Payment Date in
                  respect of any Interest Period or any other amount, rate or
                  date as provided in this clause, it shall forthwith notify
                  the relevant Issuer, the Guarantor and the other Paying
                  Agents of such fact.

         (f)      Determinations with regard to Notes (including, without
                  limitation, Indexed Notes and Dual Currency Notes) shall be
                  made by the Calculation Agent specified in the applicable
                  Pricing Supplement in the manner specified in the applicable
                  Pricing Supplement. Unless otherwise agreed between the
                  relevant Issuer, the Guarantor and the relevant Dealer or
                  unless the Agent is the Calculation Agent (in which case the
                  provisions of this Agreement shall apply), such
                  determinations shall be made on the basis of a Calculation
                  Agency Agreement substantially in the form of Appendix A to
                  this Agreement.

(2)      INTEREST DETERMINATION, SCREEN RATE DETERMINATION INCLUDING FALLBACK
         PROVISIONS

         (a)      Where Screen Rate Determination is specified in the
                  applicable Pricing Supplement as the manner in which the
                  Rate of Interest is to be determined, the Rate of Interest
                  for each Interest Period will, subject as provided below, be
                  either:

                  (i)      the offered quotation; or

                  (ii)     the arithmetic mean (rounded if necessary to the
                           fifth decimal place, with 0.000005 being rounded
                           upwards) of the offered quotations,

                  (expressed as a percentage rate per annum), for the
                  Reference Rate for deposits in the Specified Currency for
                  that Interest Period which appears or appear, as the case
                  may be, on the Relevant Screen Page as at 11.00 a.m. (London
                  time, in the case of LIBOR, or Brussels time, in the case of
                  EURIBOR) on the Interest Determination Date in question plus
                  or minus (as indicated in the applicable Pricing Supplement)
                  the Margin (if any), all as determined by the Agent. If five
                  or more such offered




<PAGE>


                                      16


                  quotations are available on the Relevant Screen Page, the
                  highest (or, if there is more than one such highest
                  quotation, one only of such quotations) and the lowest (or,
                  if there is more than one such lowest quotation, one only of
                  such quotations) shall be disregarded by the Agent for the
                  purpose of determining the arithmetic mean (rounded as
                  provided above) of such offered quotations.

         (b)      If the Relevant Screen Page is not available or, if in the
                  case of sub-clause 8(2)(a)(i) above, no such offered
                  quotation appears or, in the case of sub-clause 8(2)(a)(ii)
                  above, fewer than three such offered quotations appear, in
                  each case as at the time specified in the preceding
                  paragraph the Agent shall request the principal London
                  office (in the case of LIBOR) or Euro-zone office (in the
                  case of EURIBOR) of each of the Reference Banks to provide
                  the Agent with its offered quotation (expressed as a
                  percentage rate per annum) for the Reference Rate at
                  approximately 11.00 a.m. (London time, in the case of LIBOR,
                  or Brussels time, in the case of EURIBOR) on the Interest
                  Determination Date in question. If two or more of the
                  Reference Banks provide the Agent with such offered
                  quotations, the Rate of Interest for such Interest Period
                  shall be the arithmetic mean (rounded if necessary to the
                  fifth decimal place with 0.000005 being rounded upwards) of
                  such offered quotations plus or minus (as appropriate) the
                  Margin (if any), all as determined by the Agent.

         (c)      If on any Interest Determination Date one only or none of
                  the Reference Banks provides the Agent with such offered
                  quotations as provided in the preceding paragraph, the Rate
                  of Interest for the relevant Interest Period shall be the
                  rate per annum which the Agent determines as being the
                  arithmetic mean (rounded if necessary to the fifth decimal
                  place, with 0.000005 being rounded upwards) of the rates, as
                  communicated to (and at the request of) the Agent by the
                  Reference Banks or any two or more of them, at which such
                  banks were offered, at approximately 11.00 a.m. (London
                  time, in the case of LIBOR, or Brussels time, in the case of
                  EURIBOR) on the relevant Interest Determination Date,
                  deposits in the Specified Currency for a period equal to
                  that which would have been used for the Reference Rate by
                  leading banks in the London inter-bank market (in the case
                  of LIBOR) or the Euro-zone inter-bank market (in the case of
                  EURIBOR) plus or minus (as appropriate) the Margin (if any)
                  or, if fewer than two of the Reference Banks provide the
                  Agent with such offered rates, the offered rate for deposits
                  in the Specified Currency for a period equal to that which
                  would have been used for the Reference Rate, or the
                  arithmetic mean (rounded as provided above) of the offered
                  rates for deposits in the Specified Currency for a period
                  equal to that which would have been used for the Reference
                  Rate, at which, at approximately 11.00 a.m. (London time, in
                  the case of LIBOR, or Brussels time, in the case of EURIBOR)
                  on the relevant Interest Determination Date, any one or more
                  banks (which bank or banks is or are in the opinion of the
                  relevant Issuer suitable for such purpose) informs the Agent
                  it is quoting to leading banks in the London inter-bank
                  market (in the case of LIBOR) or the Euro-zone inter-bank
                  market (in the case of EURIBOR) plus or minus (as
                  appropriate) the Margin (if any), provided that, if the Rate
                  of Interest cannot be determined in accordance with the
                  foregoing provisions of this paragraph, the Rate of Interest
                  shall be determined as at the last preceding Interest
                  Determination Date (though substituting, where a different
                  Margin is to be applied to the relevant Interest Period from
                  that which applied to the last preceding Interest Period,
                  the Margin


<PAGE>


                                      17


                  relating to the relevant Interest Period, in place of the
                  Margin relating to that last preceding Interest Period).

         (d)      If the Reference Rate from time to time in respect of
                  Floating Rate Notes is specified in the applicable Pricing
                  Supplement as being other than LIBOR or, as the case may be,
                  EURIBOR, the Rate of Interest in respect of such Notes will
                  be determined as provided in the applicable Pricing
                  Supplement.

9.       NOTICE OF ANY WITHHOLDING OR DEDUCTION

         If any Issuer and/or the Guarantor is, in respect of any payment,
         compelled to withhold or deduct any amount for or on account of
         taxes, duties, assessments or governmental charges as specifically
         contemplated under the Conditions, such Issuer and/or the Guarantor
         shall give notice thereof to the Agent as soon as it becomes aware of
         the requirement to make such withholding or deduction and shall give
         to the Agent such information as it shall require to enable it to
         comply with such requirement.

10.      DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION

(1)      If any Issuer decides to redeem any Notes for the time being
         outstanding prior to their Maturity Date in accordance with the
         Conditions, such Issuer shall give notice of such decision to the
         Agent not less than 15 days before the date on which the relevant
         Issuer will give notice to the Noteholders in accordance with the
         Conditions of such redemption in order to enable the Agent to
         undertake its obligations herein and in the Conditions.

(2)      If some only of the Notes are to be redeemed on such date, the Agent
         shall, in the case of Definitive Notes, make the required drawing in
         accordance with the Conditions but shall give the relevant Issuer
         reasonable notice of the time and place proposed for such drawing and
         the relevant Issuer shall be entitled to send representatives to
         attend such drawing and shall, in the case of Notes in global form,
         co-ordinate the selection of Notes to be redeemed with Euroclear and
         Clearstream, Luxembourg, all in accordance with the Conditions.

(3)      The Agent shall publish the notice required in connection with any
         such redemption and shall at the same time also publish a separate
         list of the serial numbers of any Notes in definitive form previously
         drawn and not presented for redemption. Such notice shall specify the
         date fixed for redemption, the redemption amount, the manner in which
         redemption will be effected and, in the case of a partial redemption
         of Definitive Notes, the serial numbers of the Notes to be redeemed.
         Such notice will be published in accordance with the Conditions. The
         Agent will also notify the other Paying Agents of any date fixed for
         redemption of any Notes.

(4)      Each Paying Agent will keep a stock of Put Notices and will make
         such notices available on demand to holders of Definitive Notes, the
         Conditions of which provide for redemption at the option of
         Noteholders. Upon receipt of any Note deposited in the exercise of
         such option in accordance with the Conditions, the Paying Agent with
         which such Note is deposited shall hold such Note (together with any
         Receipts, Coupons and Talons relating to it deposited with it) on
         behalf of the depositing Noteholder (but shall not, save as provided
         below, release it) until the due date for redemption of the relevant
         Note consequent upon the exercise of such option, when, subject as
         provided below, it shall present such Note (and any such Receipts,
         Coupons and Talons) to itself for payment of the amount due thereon
         together with any


<PAGE>


                                      18


         interest due on such date in accordance with the Conditions and shall
         pay such moneys in accordance with the directions of the Noteholder
         contained in the relevant Put Notice. If, prior to such due date for
         its redemption, such Note becomes immediately due and repayable or if
         upon due presentation payment of such redemption moneys is improperly
         withheld or refused, the Paying Agent concerned shall post such Note
         (together with any such Receipts, Coupons and Talons) by uninsured
         post to, and at the risk of, the relevant Noteholder unless the
         Noteholder has otherwise requested and paid the costs of such
         insurance to the relevant Paying Agent at the time of depositing the
         Notes at such address as may have been given by the Noteholder in the
         relevant Put Notice. At the end of each period for the exercise of
         such option, each Paying Agent shall promptly notify the Agent of the
         principal amount of the Notes in respect of which such option has
         been exercised with it together with their serial numbers and the
         Agent shall promptly notify such details to the relevant Issuer.

11.      RECEIPT AND PUBLICATION OF NOTICES

(1)      Forthwith upon the receipt by the Agent of a demand or notice from
         any Noteholder in accordance with the Conditions the Agent shall
         forward a copy thereof to the relevant Issuer and the Guarantor.

(2)      On behalf of and at the request and expense of each Issuer (failing
         which the Guarantor), the Agent shall cause to be published all
         notices required to be given by any Issuer or the Guarantor to the
         Noteholders in accordance with the Conditions.

12.      CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS

(1)      All Notes which are redeemed, all Receipts or Coupons which are paid
         and all Talons which are exchanged shall be cancelled by the Agent or
         Paying Agent by which they are redeemed, paid or exchanged. In
         addition, all Notes which are purchased by or on behalf of any
         Issuer, the Guarantor or any of their respective subsidiaries and are
         surrendered to a Paying Agent for cancellation, together (in the case
         of Definitive Notes) with all unmatured Receipts, Coupons or Talons
         (if any) attached thereto or surrendered therewith, shall be
         cancelled by the Paying Agent to which they are surrendered. Each of
         the other Paying Agents shall give to the Agent details of all
         payments made by it and shall deliver all cancelled Notes, Receipts,
         Coupons and Talons to the Agent.

(2)      A certificate stating:

         (a)      the aggregate nominal amount of Notes which have been
                  redeemed and the aggregate amount paid in respect thereof;

         (b)      the number of Notes cancelled together (in the case of Notes
                  in definitive form) with details of all unmatured Receipts,
                  Coupons or Talons (if any) attached thereto or delivered
                  therewith;

         (c)      the aggregate amount paid in respect of interest on the
                  Notes;

         (d)      the total number by maturity date of Receipts, Coupons and
                  Talons so cancelled; and

         (e)      (in the case of Definitive Notes) the serial numbers of such
                  Notes,


<PAGE>


                                      19


                  shall be given to the relevant Issuer and the Guarantor by
                  the Agent as soon as reasonably practicable and in any event
                  within three months after the date of such repayment,
                  payment, cancellation or replacement, as the case may be.

(3)      The Agent shall destroy all cancelled Notes, Receipts, Coupons and
         Talons and, forthwith upon destruction, furnish the Issuer with a
         certificate of the serial numbers of the Notes (in the case of Notes
         in definitive form) and the number by maturity date of Receipts,
         Coupons and Talons so destroyed.

(4)      Without prejudice to the obligations of the Agent pursuant to
         sub-clause (2), the Agent shall keep a full and complete record of
         all Notes, Receipts, Coupons and Talons (other than serial numbers of
         Coupons, except those which have been replaced pursuant to Condition
         10) and of their redemption, purchase by or on behalf of any Issuer
         or the Guarantor or any of their respective subsidiaries and
         cancellation, payment or replacement (as the case may be) and of all
         replacement Notes, Receipts, Coupons or Talons issued in substitution
         for mutilated, defaced, destroyed, lost or stolen Notes, Receipts,
         Coupons or Talons. The Agent shall in respect of the Coupons of each
         maturity retain (in the case of Coupons other than Talons) until the
         expiry of ten years from the Relevant Date in respect of such Coupons
         and (in the case of Talons) indefinitely either all paid or exchanged
         Coupons of that maturity or a list of the serial numbers of Coupons
         of that maturity still remaining unpaid or unexchanged. The Agent
         shall at all reasonable times make such record available to the
         relevant Issuer, the Guarantor and any persons authorised by either
         of them for inspection and for the taking of copies thereof or
         extracts therefrom.

(5)      All records and certificates made or given pursuant to this clause
         and clause 13 shall make a distinction between Notes, Receipts,
         Coupons and Talons of each Series.

13.      ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS

(1)      Each Issuer will cause a sufficient quantity of additional forms of
         Notes, Receipts, Coupons and Talons to be available, upon request, to
         the Replacement Agent at its specified office for the purpose of
         issuing replacement Notes, Receipts, Coupons and Talons as provided
         below.

(2)      The Replacement Agent will, subject to and in accordance with the
         Conditions and the following provisions of this clause, cause to be
         delivered any replacement Notes, Receipts, Coupons and Talons which
         any Issuer may determine to issue in place of Notes, Receipts,
         Coupons and Talons which have been lost, stolen, mutilated, defaced
         or destroyed.

(3)      In the case of a mutilated or defaced Note, the Replacement Agent
         shall ensure that (unless otherwise covered by such indemnity as the
         relevant Issuer may reasonably require) any replacement Note will
         only have attached to it Receipts, Coupons and Talons corresponding
         to those (if any) attached to the mutilated or defaced Note which is
         presented for replacement.

(4)      The Replacement Agent shall obtain verification in the case of an
         allegedly lost, stolen or destroyed Note, Receipt, Coupon or Talon in
         respect of which the serial number is known, that the Note, Receipt,
         Coupon or Talon has not previously been redeemed, paid or exchanged,
         as the case may be. The Replacement Agent shall not issue any
         replacement Note, Receipt, Coupon or Talon unless and until the
         claimant therefor shall have:


<PAGE>


                                      20


         (a)      paid such reasonable costs and expenses as may be incurred
                  in connection therewith;

         (b)      furnished it with such evidence (including evidence as to
                  the serial number of such Note, Receipt, Coupon or Talon)
                  and indemnity (which may include a bank guarantee) as the
                  relevant Issuer, the Guarantor and the Agent may reasonably
                  require;

         (c)      in the case of any mutilated or defaced Note, Receipt,
                  Coupon or Talon, surrendered it to the Replacement Agent.

(5)      The Replacement Agent shall cancel any mutilated or defaced Notes,
         Receipts, Coupons and Talons in respect of which replacement Notes,
         Receipts, Coupons and Talons have been issued pursuant to this clause
         and shall furnish the relevant Issuer and the Guarantor with a
         certificate stating the serial numbers of the Notes, Receipts,
         Coupons and Talons so cancelled and, unless otherwise instructed by
         the relevant Issuer in writing, shall destroy such cancelled Notes,
         Receipts, Coupons and Talons and furnish the relevant Issuer and the
         Guarantor with a destruction certificate containing the information
         specified in sub-clause 12(3).

(6)      The Replacement Agent shall, on issuing any replacement Note,
         Receipt, Coupon or Talon, forthwith inform the relevant Issuer, the
         Guarantor, the Agent and the other Paying Agents of the serial number
         of such replacement Note, Receipt, Coupon or Talon issued and (if
         known) of the serial number of the Note, Receipt, Coupon or Talon in
         place of which such replacement Note, Receipt, Coupon or Talon has
         been issued. Whenever replacement Receipts, Coupons or Talons are
         issued pursuant to the provisions of this clause, the Replacement
         Agent shall also notify the Agent and any other Paying Agents of the
         maturity dates of the lost, stolen, mutilated, defaced or destroyed
         Receipts, Coupons or Talons and of the replacement Receipts, Coupons
         or Talons issued.

(7)      The Agent shall keep a full and complete record of all replacement
         Notes, Receipts, Coupons and Talons issued and shall make such record
         available at all reasonable times to the Issuers, the Guarantor and
         any persons authorised by either of them for inspection and for the
         taking of copies thereof or extracts therefrom.

(8)      Whenever any Note, Receipt, Coupon or Talon for which a replacement
         Note, Receipt, Coupon or Talon has been issued and in respect of
         which the serial number is known is presented to the Agent or any of
         the other Paying Agents for payment, the Agent or, as the case may
         be, the relevant other Paying Agent shall immediately send notice
         thereof to the relevant Issuer, the Guarantor and the other Paying
         Agents.

(9)      The Paying Agents shall issue further Coupon sheets against surrender
         of Talons. A Talon so surrendered shall be cancelled by the relevant
         Paying Agent who (except where the Paying Agent is the Agent) shall
         inform the Agent of its serial number. Further Coupon sheets issued
         on surrender of Talons shall carry the same serial number as the
         surrendered Talon.

14.      COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION

(1)      The executed Guarantee shall be deposited with the Agent and shall be
         held in safe custody by it on behalf of the Noteholders, the
         Receiptholders and the Couponholders at its specified office for the
         time being.


<PAGE>


                                      21


(2)      Each Paying Agent shall hold available for inspection at its
         specified office during normal business hours copies of all documents
         required to be so available by the Conditions of any Notes or the
         rules of any relevant Stock Exchange (or any other relevant
         authority). For these above purposes, each Issuer and the Guarantor
         shall furnish the Paying Agents with sufficient copies of each of the
         relevant documents.

15.      MEETINGS OF NOTEHOLDERS

(1)      The provisions of Schedule 4 hereto shall apply to meetings of the
         Noteholders and shall have effect in the same manner as if set out in
         this Agreement.

(2)      Without prejudice to sub-clause (1), each of the Agent and the other
         Paying Agents on the request of any Noteholder shall issue voting
         certificates and block voting instructions in accordance with
         Schedule 4 and shall forthwith give notice to the relevant Issuer and
         the Guarantor in writing of any revocation or amendment of a block
         voting instruction. Each of the Agent and the other Paying Agents
         will keep a full and complete record of all voting certificates and
         block voting instructions issued by it and will, not less than 24
         hours before the time appointed for holding a meeting or adjourned
         meeting, deposit at such place as the Agent shall designate or
         approve, full particulars of all voting certificates and block voting
         instructions issued by it in respect of such meeting or adjourned
         meeting.

16.      COMMISSIONS AND EXPENSES

(1)      The Issuers and the Guarantor agree to pay to the Agent such
         reasonable fees and commissions as the Issuers and the Guarantor and
         the Agent shall separately agree in respect of the services of the
         Agent and the Paying Agents hereunder and to reimburse any reasonable
         out-of-pocket expenses (including reasonable legal, printing, postage
         tax and cable) incurred by the Agent and the Paying Agents in
         connection with their said services including the expense of making
         such notifications and publications to Noteholders as are required by
         the Terms and Conditions of any Notes or as may be required by any
         Issuer.

(2)      In addition, the Issuers and the Guarantor jointly and severally
         agree with the Agent to reimburse its reasonable out-of-pocket
         expenses (including legal fees) incurred by the Agent in connection
         with the preparation, execution and delivery of this Agreement.

(3)      The Agent will make payment of the fees and commissions due hereunder
         to the Paying Agents and will reimburse their expenses promptly after
         the receipt of the relevant moneys from an Issuer or the Guarantor,
         as the case may be. None of the Issuers or the Guarantor shall be
         responsible for any such payment or reimbursement by the Agent to the
         Paying Agents.

17.      INDEMNITY

(1)      Each Issuer will, severally as to itself, and the Guarantor will,
         jointly with the relevant Issuer and severally as to itself,
         indemnify the Agent and each of the Paying Agents and each of their
         directors, officers, employees and agents against any losses,
         liabilities, claims, actions or demands and any reasonable
         out-of-pocket costs and expenses (including, but not limited to, all
         reasonable costs, charges and expenses paid or incurred in disputing
         or defending any of


<PAGE>


                                      22


         the foregoing) which it may incur or which may be made against the
         Agent or any Paying Agent as a result of or in connection with its
         appointment or the exercise of its powers and duties hereunder except
         such as may result from its own default, negligence or bad faith or
         that of its officers, directors, employees or agents or the breach by
         it of the terms of this Agreement.

(2)      Each of the Agent and the Paying Agents will severally indemnify each
         of the Issuers and the Guarantor and each of their directors,
         officers, employees and agents against any loss, liability, claim,
         action or demand and any reasonable out-of-pocket costs and expenses
         (including, but not limited to, all reasonable costs, legal fees,
         charges and expenses paid or incurred in disputing or defending any
         of the foregoing) which the relevant company may incur or which may
         be made against the relevant company as a result of the breach by the
         Agent or such Paying Agents of the terms of this Agreement or its
         default, negligence or bad faith or that of its officers, directors,
         employees or agents.

18.      REPAYMENT BY THE AGENT

         Upon any Issuer or the Guarantor, as the case may be, being
         discharged from its obligation to make payments in respect of any
         Notes pursuant to the relevant Conditions, and provided that there is
         no outstanding, bona fide and proper claim in respect of any such
         payments, the Agent shall forthwith on demand pay to the relevant
         Issuer sums equivalent to any amounts paid to it by the relevant
         Issuer or the Guarantor, as the case may be, for the purposes of such
         payments.

19.      CONDITIONS OF APPOINTMENT

(1)      The Agent shall be entitled to deal with money paid to it by any
         Issuer or the Guarantor for the purpose of this Agreement in the same
         manner as other money paid to a banker by its customers except:

         (a)      that it shall not exercise any right of set-off, lien or
                  similar claim in respect thereof;

         (b)      as provided in sub-clause (2) below; and

         (c)      that it shall not be liable to account to any Issuer or the
                  Guarantor for any interest thereon.

(2)      In acting hereunder and in connection with the Notes, the Agent and
         the other Paying Agents shall act solely as agents of the Issuers and
         the Guarantor and will not thereby assume any obligations towards or
         relationship of agency or trust for or with any of the owners or
         holders of the Notes, Receipts, Coupons or Talons.

(3)      The Agent and the other Paying Agents hereby undertake to the Issuers
         and the Guarantor to perform such obligations and duties, and shall
         be obliged to perform such duties and only such duties, as are
         herein, in the Conditions and in the Procedures Memorandum
         specifically set forth, and no implied duties or obligations shall be
         read into this Agreement or the Notes against the Agent and the other
         Paying Agents, other than the duty to act honestly and in good faith
         and to exercise the diligence of a reasonably prudent agent in
         comparable circumstances.


<PAGE>


                                      23


(4)      The Agent may consult with legal and other professional advisers and
         the written opinion of such advisers shall be full and complete
         protection in respect of any action taken, omitted or suffered
         hereunder in good faith and in accordance with the opinion of such
         advisers.

(5)      Each of the Agent and the other Paying Agents shall be protected
         and shall incur no liability for or in respect of any action taken,
         omitted or suffered in reliance upon any instruction, request or
         order from any Issuer or the Guarantor or any notice, resolution,
         direction, consent, certificate, affidavit, statement, cable, telex
         or other paper or document which it reasonably believes to be genuine
         and to have been delivered, signed or sent by the proper party or
         parties or upon written instructions from the Issuer or the
         Guarantor.

(6)      Any of the Agent and the other Paying Agents and their officers,
         directors and employees may become the owner of, or acquire any
         interest in, any Notes, Receipts, Coupons or Talons with the same
         rights that it or he would have if the Agent or the relevant other
         Paying Agent, as the case may be, concerned were not appointed
         hereunder, and may engage or be interested in any financial or other
         transaction with any Issuer or the Guarantor and may act on, or as
         depositary, trustee or agent for, any committee or body of holders of
         Notes or Coupons or in connection with any other obligations of any
         Issuer or the Guarantor as freely as if the Agent or the relevant
         other Paying Agent, as the case may be, were not appointed hereunder.

(7)      Each Issuer and the Guarantor shall provide the Agent with a
         certified copy of the list of persons authorised to execute documents
         and take action on its behalf in connection with this Agreement and
         shall notify the Agent immediately in writing if any of such persons
         ceases to be so authorised or if any additional person becomes so
         authorised together, in the case of an additional authorised person,
         with evidence satisfactory to the Agent that such person has been so
         authorised.

20.      COMMUNICATION BETWEEN THE PARTIES

         A copy of all communications relating to the subject matter of this
         Agreement between any Issuer or the Guarantor and the Noteholders,
         Receiptholders or Couponholders and any of the Paying Agents (other
         than the Agent) shall be sent to the Agent by the other relevant
         Paying Agent.

21.      CHANGES IN AGENT AND OTHER PAYING AGENTS

(1)      Each Issuer and the Guarantor agree that, for so long as any Note is
         outstanding, or until moneys for the payment of all amounts in
         respect of all outstanding Notes have been made available to the
         Agent and have been returned to the relevant Issuer or the Guarantor,
         as the case may be, as provided herein (whichever is the later):

         (a)      so long as any Notes are listed on any Stock Exchange or
                  admitted to listing by any other relevant authority, there
                  will at all times be a Paying Agent (which may be the Agent)
                  with a specified office in such place as may be required by
                  the rules and regulations of such Stock Exchange or other
                  relevant authority; and

         (b)      there will at all times be a Paying Agent (which may be the
                  Agent) with its specified office in a country outside the
                  tax jurisdiction of the Issuer; and


<PAGE>


                                      24


         (c)      there will at all times be an Agent; and

         (d)      if the conclusions of the ECOFIN Council meeting of
                  26th-27th November, 2000 are implemented, it will ensure
                  that it maintains a Paying Agent in an EU member state that
                  will not be obliged to withhold or deduct tax pursuant to
                  the relevant Directive.

         In addition, each Issuer and the Guarantor shall forthwith appoint a
         Paying Agent having a specified office in New York City in the
         circumstances described in the final paragraph of Condition 5(b). Any
         termination, appointment or change in the Agent or Paying Agent shall
         only take effect (other than in the case of insolvency, when it shall
         be of immediate effect) after not less than 30 nor more than 45 days'
         prior notice thereof shall have been given to the Noteholders in
         accordance with Condition 14.

(2)      The Agent may (subject as provided in sub-clause (4) below) at any
         time resign as Agent by giving at least 90 days' written notice to
         the Issuers and the Guarantor of such intention on its part,
         specifying the date on which its desired resignation shall become
         effective.

(3)      The Agent may (subject as provided in sub-clause (4) below) be
         removed at any time by the Issuers and the Guarantor on at least 45
         days' notice by the filing with it of an instrument in writing signed
         on behalf of the Issuers and the Guarantor specifying such removal
         and the date when it shall become effective.

(4)      Any resignation under sub-clause (2) or removal under sub-clauses (3)
         or (5) shall only take effect upon the appointment by the Issuers and
         the Guarantor as hereinafter provided, of a successor Agent and
         (other than in cases of insolvency of the Agent, when such
         resignation or removal shall become effective immediately) on the
         expiry of the notice to be given under clause 23. The Issuers and the
         Guarantor agree with the Agent that if, by the day falling ten days
         before the expiry of any notice under sub-clause (2), the Issuers and
         the Guarantor have not appointed a successor Agent, then the Agent
         shall be entitled, on behalf of the Issuers and the Guarantor, to
         appoint as a successor Agent in its place a reputable financial
         institution of good standing which the Issuer and the Guarantor shall
         approve (such approval not to be unreasonably withheld or delayed).

(5)      In case at any time the Agent resigns, or is removed, or becomes
         incapable of acting or is adjudged bankrupt or insolvent, or files a
         voluntary petition in bankruptcy or makes an assignment for the
         benefit of its creditors or consents to the appointment of an
         administrator, liquidator or administrative or other receiver of all
         or a substantial part of its property, or admits in writing its
         inability to pay or meet its debts as they mature or suspends payment
         thereof, or if any order of any court is entered approving any
         petition filed by or against it under the provisions of any
         applicable bankruptcy or insolvency law or if a receiver of it or of
         all or a substantial part of its property is appointed or if any
         officer takes charge or control of it or of its property or affairs
         for the purpose of rehabilitation, conservation or liquidation, a
         successor Agent, which shall be a reputable financial institution of
         good standing may be appointed by the Issuers and the Guarantor by an
         instrument in writing filed with the successor Agent. Upon the
         appointment as aforesaid of a successor Agent and acceptance by the
         latter of such appointment and (other than in case of insolvency of
         the Agent when it shall be of immediate effect) upon expiry of the
         notice to be given under clause 23 the Agent so superseded shall
         cease to be the Agent hereunder.


<PAGE>


                                      25


(6)      Subject to sub-clause (1), the Issuers and the Guarantor may, after
         prior consultation with the Agent, terminate the appointment of any
         of the other Paying Agents at any time and/or appoint one or more
         further other Paying Agents by giving to the Agent, and to the
         relevant other Paying Agent at least 45 days' notice in writing to
         that effect (other than in the case of insolvency of the other Paying
         Agent).

(7)      Subject to sub-clause (1), all or any of the Paying Agents may resign
         their respective appointments hereunder at any time by giving the
         Issuers, the Guarantor and the Agent at least 45 days' written notice
         to that effect.

(8)      Upon its resignation or removal becoming effective, the Agent or the
         relevant Paying Agent:

         (a)      shall forthwith transfer all moneys held by it hereunder
                  and, if applicable, the records referred to in clauses 12(4)
                  and 13(7) to the successor Agent hereunder; and

         (b)      shall be entitled to the payment by the Issuers or the
                  Guarantor of its commissions, fees and expenses for the
                  services therefore rendered hereunder in accordance with the
                  terms of clause 16.

(9)      Upon its appointment becoming effective, a successor Agent and any
         new Paying Agent shall, without further act, deed or conveyance,
         become vested with all the authority, rights, powers, trusts,
         immunities, duties and obligations of its predecessor or, as the case
         may be, a Paying Agent with like effect as if originally named as
         Agent or (as the case may be) a Paying Agent hereunder.

22.      MERGER AND CONSOLIDATION

         Any corporation into which the Agent or any other Paying Agent may be
         merged or converted, or any corporation with which the Agent or any
         of the other Paying Agents may be consolidated, or any corporation
         resulting from any merger, conversion or consolidation to which the
         Agent or any of the other Paying Agents shall be a party, or any
         corporation to which the Agent or any of the other Paying Agents
         shall sell or otherwise transfer all or substantially all the assets
         of the Agent or any other Paying Agent shall, on the date when such
         merger, conversion, consolidation or transfer becomes effective and
         to the extent permitted by any applicable laws, become the successor
         Agent or, as the case may be, other Paying Agent under this Agreement
         without the execution or filing of any paper or any further act on
         the part of the parties hereto, unless otherwise required by the
         Issuers and the Guarantor, and after the said effective date all
         references in this Agreement to the Agent or, as the case may be,
         such other Paying Agent shall be deemed to be references to such
         corporation. Written notice of any such merger, conversion,
         consolidation or transfer shall forthwith be given to each Issuer and
         the Guarantor by the relevant Agent or other Paying Agent.

23.      NOTIFICATION OF CHANGES TO PAYING AGENTS

         Following receipt of notice of resignation from the Agent or any
         other Paying Agent and forthwith upon appointing a successor Agent
         or, as the case may be, further or other Paying Agents or on giving
         notice to terminate the appointment of any Agent or, as the case may
         be,


<PAGE>


                                      26


         other Paying Agent, the Agent (on behalf of and at the expense of the
         Issuers and the Guarantor) shall give or cause to be given not more
         than 45 days' nor less than 30 days' notice thereof to the
         Noteholders in accordance with the Conditions.

24.      CHANGE OF SPECIFIED OFFICE

         If the Agent or any other Paying Agent determines to change its
         specified office it shall give to the Issuers, the Guarantor and (if
         applicable) the Agent written notice of such determination giving the
         address of the new specified office which shall be in the same city
         and stating the date on which such change is to take effect, which
         shall not be less than 45 days thereafter. The Agent (on behalf and
         at the expense of the Issuers and the Guarantor) shall within 15 days
         of receipt of such notice (unless the appointment of the Agent or the
         other relevant Paying Agent, as the case may be, is to terminate
         pursuant to clause 21 on or prior to the date of such change) give or
         cause to be given not more than 45 days' nor less than 30 days'
         notice thereof to the Noteholders in accordance with the Conditions.

25.      NOTICES

(1)      Any notice or communication given hereunder shall be sufficiently
         given or served:

         (a)      if delivered in person to the relevant address specified on
                  the signature pages hereof or such other address as may be
                  notified by the recipient in accordance with this clause
                  and, if so delivered, shall be deemed to have been delivered
                  at time of receipt; or

         (b)      if sent by facsimile to the relevant number specified on the
                  signature pages hereof or such other number as may be
                  notified by the recipient in accordance with this clause
                  and, if so sent, shall be deemed to have been delivered when
                  an acknowledgement of receipt is received.

         Where a communication is received after 5 p.m. local time in the
         place to which the communication is addressed it shall be deemed to
         be received and become effective on the next business day.

(2)      A copy of any notice served in accordance with subclause (1) above on
         an Issuer shall be given to the Guarantor at:

         Klybeckstrasse 141
         CH-4002 Basle
         Switzerland

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

26.      TAXES AND STAMP DUTIES

         The Issuers and the Guarantor jointly and severally agree to pay any
         and all stamp and other documentary taxes or duties which may be
         payable in Germany, the United States of


<PAGE>


                                      27


         America, the United Kingdom, the Grand Duchy of Luxembourg, Belgium
         or Switzerland in connection with the execution, delivery,
         performance and enforcement of this Agreement, the Deed of Covenant
         or the Deed of Guarantee.

27.      CURRENCY INDEMNITY

         If, under any applicable law and whether pursuant to a judgment being
         made or registered against any Issuers and/or the Guarantor or in the
         liquidation, insolvency or analogous process of any Issuer and/or 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 Agent or the relevant other
         Paying Agent 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 or, in the case of a
         liquidation, insolvency or analogous process at the rate of exchange
         on the latest date permitted by applicable law for the determination
         of liabilities in such liquidation, insolvency or analogous process)
         actually received by the Agent or the relevant other Paying Agent
         falls short of the amount 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 the
         Agent and each other Paying Agent against the amount of such
         shortfall. For the purpose of this clause, "rate of exchange" means
         the rate at which the Agent or the relevant other Paying Agent is
         able on the relevant date to purchase the required currency with the
         other currency and shall take into account any premium and other
         costs of exchange. The parties hereto 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 27.

28.      AMENDMENTS

         This Agreement may be amended in writing by agreement between the
         Issuers, the Guarantor, the Agent and the other Paying Agents, but
         without the consent of any Noteholder, Receiptholder or Couponholder,
         (i) for the purpose of curing any ambiguity or of curing, correcting
         or supplementing any defective provision contained herein or
         complying with mandatory provisions of the law of the jurisdiction in
         which the Issuer or Guarantor is incorporated or (ii) in any manner
         which the parties may mutually deem necessary or desirable and which
         shall not be materially prejudicial to the interests of the
         Noteholders. The Issuers, the Guarantor and the Agent may also agree
         any modification pursuant to Condition 15.

29.      DESCRIPTIVE HEADINGS

         The descriptive headings in this Agreement are for convenience of
         reference only and shall not define or limit the provisions hereof.


<PAGE>


                                      28


30.      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.

31.      GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

         (2) Each party hereto hereby irrevocably agrees, for the exclusive
         benefit of the other parties hereto, 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 hereto hereby irrevocably waives any objection
         which it may have now or hereafter to the laying of the venue of any
         such Proceedings in any such court and any claim that any such
         Proceedings have been brought in an inconvenient forum and hereby
         further irrevocably agrees that a judgment in any such Proceedings
         brought in the English courts shall be conclusive and binding upon it
         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 party hereto 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
         CIBA US, CIBA Germany, CIBA Bermuda and the Guarantor each hereby
         appoints CIBA UK as its agent for service of process, and undertakes
         that, in the event of CIBA UK ceasing so to act or ceasing to be
         registered in England, it will appoint another person, as the Agent
         may approve, as its agent for service of process in England in
         respect of any Proceedings. The Replacement Agent hereby appoints the
         Agent as its agent for service of process, and undertakes that, in
         the event of the Agent ceasing so to act or ceasing to be registered
         in England, it will appoint another person, as the Guarantor may
         approve, as its agent for service of process in England in respect of
         any Proceedings. Nothing herein shall affect the right to serve
         process in any other manner permitted by law.

32.      COUNTERPARTS

         This Agreement 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 the parties hereto have executed this Agreement as of the
date first above written.


<PAGE>


                                      29


                                  APPENDIX A

                     FORM OF CALCULATION AGENCY AGREEMENT




                                Dated [ ], 2[ ]




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

                                    - and -

                     CIBA SPECIALTY CHEMICALS HOLDING INC.
                                 as Guarantor



                              U.S. $2,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAM





                     -------------------------------------
                         CALCULATION AGENCY AGREEMENT
                     -------------------------------------








                             [ALLEN & OVERY LOGO]
                                    London


<PAGE>


                                      30


                         CALCULATION AGENCY AGREEMENT

                                in respect of a

                         EURO MEDIUM TERM NOTE PROGRAM


THIS AGREEMENT is made on [                 ], 2[    ] BETWEEN:

(1)      [CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road,
         Tarrytown, New York 10591-9005, United States/CIBA SPECIALTY
         CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire SK10 2NX/CIBA
         SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse D-68623
         Lampertheim, Germany/CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. of
         Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda] (the "Issuer");

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

(3)      [ ] of [ ] (the "Calculation Agent", which expression shall include
         its successor or successors for the time being as calculation agent
         hereunder).

WHEREAS:

(A)      The Issuer, the Guarantor and certain other subsidiaries of the
         Guarantor have entered into an amended and restated program agreement
         with the Dealers named therein dated 27th March, 2002 under which the
         Issuer and such other subsidiaries may issue Euro Medium Term Notes
         ("Notes").

(B)      The Notes will be issued subject to and with the benefit of an
         amended and restated agency agreement (the "Agency Agreement") dated
         27th March, 2002 and entered into between the Issuer, the Guarantor,
         such other subsidiaries, JPMorgan Chase Bank as Agent (the "Agent"
         which expression shall include its successor or successors for the
         time being under the Agency Agreement) and the other parties named
         therein.

NOW IT IS HEREBY AGREED that:

1.       APPOINTMENT OF THE CALCULATION AGENT

         The Issuer and the Guarantor hereby appoint [ ] as Calculation Agent
         in respect of each Series of Notes described in the Schedule hereto
         (the "Relevant Notes") for the purposes set out in clause 2 below,
         all upon the provisions hereinafter set out. The agreement of the
         parties hereto that this Agreement is to apply to each Series of
         Relevant Notes shall be evidenced by the manuscript annotation and
         signature in counterpart of the Schedule hereto.

2.       DUTIES OF CALCULATION AGENT

         The Calculation Agent shall in relation to each Series of Relevant
         Notes perform all the functions and duties imposed on the Calculation
         Agent by the terms and conditions of the


<PAGE>


                                      31


         Relevant Notes (the "Conditions") including endorsing the Schedule
         hereto appropriately in relation to each Series of Relevant Notes.


3.       EXPENSES

         Save as provided in clause 4 below, the Calculation Agent shall bear
         all expenses incurred by it in connection with its said services.

4.       INDEMNITY

(1)      The Issuer and the Guarantor shall jointly and severally indemnify
         and keep indemnified the Calculation Agent, its directors, officers,
         employees and agents against any losses, liabilities, claims, actions
         or demands and any reasonable out-of-pocket costs and expenses which
         it may incur or which may be made against it by third parties as a
         result of or in connection with its appointment or the exercise of
         its powers and duties under this Agreement except such as may result
         from its own default, negligence or bad faith or that of its
         officers, directors, employees or agents or the breach by it of the
         terms of this Agreement. The Issuer and the Guarantor must be
         notified immediately of such claims, actions or demands and be
         invited and permitted to participate in the defence thereof.

(2)      The Calculation Agent shall indemnify each of the Issuer and the
         Guarantor and each of their officers, directors, employees and agents
         against any losses, liabilities, claims, actions or demands and any
         reasonable out-of-pocket costs and expenses which it may incur or
         which may be made against it as a direct result of the breach by the
         Calculation Agent of the terms of this Agreement or its default,
         negligence or bad faith or that its agents, officers, directors or
         employees. The Calculation Agent must be notified immediately of such
         claims, actions or demands and be invited and permitted to
         participate in the defence thereof.

5.       CONDITIONS OF APPOINTMENT

(1)      In acting hereunder and in connection with the Relevant Notes the
         Calculation Agent shall act as agent of the Issuer and the Guarantor
         and shall not thereby assume any obligations towards or relationship
         of agency or trust for or with any of the owners or holders of the
         Relevant Notes or the receipts or coupons (if any) appertaining
         thereto (the "Receipts" and the "Coupons", respectively).

(2)      In relation to each issue of Relevant Notes the Calculation Agent
         shall be obliged to perform such duties and only such duties as are
         herein and in the Conditions specifically set forth and no implied
         duties or obligations shall be read into this Agreement or the
         Conditions against the Calculation Agent, other than the duty to act
         honestly and in good faith and to exercise the diligence of a
         reasonably prudent agent in comparable circumstances.

(3)      The Calculation Agent may consult with legal and other professional
         advisers and the written opinion of such advisers shall be full and
         complete protection in respect of any action taken, omitted or
         suffered hereunder in good faith and in accordance with the opinion
         of such advisers.

(4)      The Calculation Agent shall be protected and shall incur no liability
         for or in respect of any action taken, omitted or suffered in
         reliance upon any instruction, request or order from the


<PAGE>


                                      32


         Issuer or the Guarantor or any notice, resolution, direction,
         consent, certificate, affidavit, statement, cable, telex or other
         paper or document which it reasonably believes to be genuine and to
         have been delivered, signed or sent by the proper party or parties or
         upon written instructions from the Issuer or the Guarantor. (5) The
         Calculation Agent and any of its officers, directors and employees
         may become the owner of, or acquire any interest in, any Notes,
         Receipts or Coupons (if any) with the same rights that it or he would
         have if the Calculation Agent were not appointed hereunder, and may
         engage or be interested in any financial or other transaction with
         the Issuer or the Guarantor and may act on, or as depositary, trustee
         or agent for, any committee or body of holders of Notes or Coupons
         (if any) or in connection with any other obligations of the Issuer or
         the Guarantor as freely as if the Calculation Agent were not
         appointed hereunder.

6.       TERMINATION OF APPOINTMENT

(1)      The Issuer and the Guarantor may terminate the appointment of the
         Calculation Agent at any time by giving to the Calculation Agent at
         least 45 days' prior written notice to that effect, provided that, so
         long as any of the Relevant Notes is outstanding:

         (a)      such notice shall not expire less than 45 days before any
                  date upon which any payment is due in respect of any
                  Relevant Notes; and

         (b)      notice shall be given in accordance with the Conditions to
                  the holders of the Relevant Notes at least 30 days prior to
                  any removal of the Calculation Agent.

(2)      Notwithstanding the provisions of sub-clause (1) above, if at any time:

         (a)      the Calculation Agent becomes incapable of acting, or is
                  adjudged bankrupt or insolvent, or files a voluntary
                  petition in bankruptcy or makes an assignment for the
                  benefit of its creditors or consents to the appointment of
                  an administrator, liquidator or administrative or other
                  receiver of all or any substantial part of its property, or
                  it admits in writing its inability to pay or meet its debts
                  as they may mature or suspends payment thereof, or if any
                  order of any court is entered approving any petition filed
                  by or against it under the provisions of any applicable
                  bankruptcy or insolvency law or if a receiver of it or of
                  all or a substantial part of its property is appointed or if
                  any officer takes charge or control of the Calculation Agent
                  or of its property or affairs for the purpose of
                  rehabilitation, conservation or liquidation; or

         (b)      the Calculation Agent fails duly to perform any function or
                  duty imposed upon it by the Conditions and this Agreement,

         the Issuer and the Guarantor may forthwith without notice terminate
         the appointment of the Calculation Agent, in which event notice
         thereof shall be given to the holders of the Relevant Notes in
         accordance with the Conditions as soon as practicable thereafter.

(3)      The termination of the appointment pursuant to sub-clause (1) or (2)
         above of the Calculation Agent hereunder shall not entitle the
         Calculation Agent to any amount by way of compensation but shall be
         without prejudice to any amount then accrued due.


<PAGE>


                                      33


(4)      The Calculation Agent may resign its appointment hereunder at any
         time by giving to the Issuer and the Guarantor at least 90 days'
         prior written notice to that effect. Following receipt of a notice of
         resignation from the Calculation Agent, the Issuer or the Guarantor
         shall promptly give notice thereof to the holders of the Relevant
         Notes in accordance with the Conditions.

(5)      Notwithstanding the provisions of sub-clauses (1), (2) and (4)
         above, so long as any of the Relevant Notes is outstanding, the
         termination of the appointment of the Calculation Agent (whether by
         the Issuer, the Guarantor or by the resignation of the Calculation
         Agent) shall not be effective unless upon the expiry of the relevant
         notice a successor Calculation Agent has been appointed.

(6)      Any successor Calculation Agent appointed hereunder shall execute and
         deliver to its predecessor, the Issuer and the Guarantor an
         instrument accepting such appointment hereunder, and thereupon such a
         successor Calculation Agent, without further act, deed or conveyance,
         shall become vested with all the authority, rights, powers, trusts,
         immunities, duties and obligations of such predecessor with like
         effect as if originally named as the Calculation Agent hereunder.

(7)      If the appointment of the Calculation Agent hereunder is terminated
         (whether by the Issuer and the Guarantor or by the resignation of the
         Calculation Agent), the Calculation Agent shall on the date on which
         such termination takes effect deliver to the successor Calculation
         Agent any records concerning the Relevant Notes maintained by it (and
         copies of such documents and records as it is obliged by law or
         regulation to retain but except such documents it is required by law
         not to release), but shall have no other duties or responsibilities
         hereunder.

(8)      Any corporation into which the Calculation Agent may be merged or
         converted, or any corporation with which the Calculation Agent may be
         consolidated, or any corporation resulting from any merger,
         conversion or consolidation to which the Calculation Agent shall be a
         party, or any corporation to which the Calculation Agent shall sell
         or otherwise transfer all or substantially all of its assets shall,
         on the date when such merger, consolidation or transfer becomes
         effective and to the extent permitted by any applicable laws, become
         the successor Calculation Agent under this Agreement without the
         execution or filing of any paper or any further act on the part of
         any of the parties hereto, unless otherwise required by the Issuer
         and the Guarantor, and after the said effective date all references
         in this Agreement to the Calculation Agent shall be deemed to be
         references to such corporation. Written notice of any such merger,
         conversion, consolidation or transfer shall forthwith be given to the
         Issuer, the Guarantor and the Agent.

(9)      Upon giving notice of the intended termination of the appointment of
         the Calculation Agent, the Issuer and the Guarantor shall use all
         reasonable endeavours to appoint a further financial institution of
         good standing as successor Calculation Agent.

7.       NOTICES

         Any notice or communication given hereunder shall be sufficiently
given or served:

         (a)      if delivered in person to the relevant address specified on
                  the signature pages hereof or such other address as may be
                  notified by the recipient in accordance with this


<PAGE>


                                      34


                  clause and, if so delivered, shall be deemed to have been
                  delivered at time of receipt; or

         (b)      if sent by facsimile to the relevant number specified on the
                  signature pages hereof or such other number as may be
                  notified by the recipient in accordance with this clause
                  and, if so sent, shall be deemed to have been delivered when
                  an acknowledgement of receipt is received (in the case of
                  facsimile).

         Where a communication is received after 5 p.m. local time in the
         place to which the communication is addressed it shall be deemed to
         be received and become effective on the next business day.

8.       DESCRIPTIVE HEADINGS AND COUNTERPARTS

(1)      The descriptive headings in this Agreement are for convenience of
         reference only and shall not define or limit the provisions hereof.

(2)      This Agreement may be executed 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.

9.       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.

10.      GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

(2)      Each party hereto hereby irrevocably agrees, for the exclusive
         benefit of the other parties hereto, 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 hereto hereby irrevocably waives any objection
         which it may have now or hereafter to the laying of the venue of any
         such Proceedings in any such court and any claim that any such
         Proceedings have been brought in an inconvenient forum and hereby
         further irrevocably agrees that a judgment in any such Proceedings
         brought in the English courts shall be conclusive and binding upon it
         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 party 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). The
         [Issuer and the] Guarantor [each] hereby appoints the [Issuer/CIBA
         Specialty Chemicals PLC] as its agent for service of process, and
         undertakes that, in the event of [the Issuer/CIBA Specialty Chemicals
         PLC] ceasing so to act or ceasing


<PAGE>


                                      35


         to be registered in England, it will appoint another person, as the
         Calculation Agent may approve, as its agent for the service of
         process in England in respect of any Proceedings. [The Calculation
         Agent hereby appoints [ ] as its agent for service of process, and
         undertakes that, in the event of [ ] ceasing so to act or ceasing to
         be registered in England, it will appoint another person, as the
         relevant Issuer or the Guarantor may approve, as its agent for
         service of process in England in respect of any Proceedings]. Nothing
         herein shall affect the right to serve process in any manner
         permitted by law.

IN WITNESS whereof this Agreement has been entered into the day and year first
above written.


<PAGE>


                                      36


                 SCHEDULE TO THE CALCULATION AGENCY AGREEMENT




<TABLE>
<CAPTION>



Series number            Issue Date             Maturity Date         Title and Nominal      Annotation by
                                                                      Amount                 Calculation
                                                                                             Agent/Issuer

<S>                     <C>                     <C>                   <C>                    <C>


</TABLE>


<PAGE>


                                      37


Issuer


[CIBA SPECIALTY CHEMICALS CORPORATION
560 White Plains Road
PO Box 2005
Tarrytown, New York
10591-9005

Telephone:        001 914 785 2000
Telefax:          001 914 785 2650
Attention:        Treasurer]/


[CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

Telephone:        44 1 625 888 220
Telefax:          44 1 625 888 380
Attention:        Treasurer]/


[CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

Telephone:        00 49 6206 152 810
Telefax:          00 49 6206 152 816
Attention:        Treasurer]


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

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

By:


<PAGE>


                                      38


Guarantor

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


Telephone:        00 41 61 636 2740
Telefax No:       00 41 61 636 6828
Attention:        Group Treasurer

By:                                         By:


Calculation Agent

[


                           ]

Telephone:        [                ]
Telefax No:       [                ]
Attention:        [                ]


<PAGE>


                                      39


                                  SCHEDULE 1

                       TERMS AND CONDITIONS OF THE NOTES


                           [21 blank pages to follow]

<PAGE>


                                      61


                                     AGENT


                              JPMORGAN CHASE BANK
                                 TRINITY TOWER
                             9 THOMAS MORE STREET
                                LONDON E1W 1YT

                                 PAYING AGENT

                       J.P. MORGAN BANK LUXEMBOURG S.A.
                                 5 RUE PLAETIS
                               L-2338 LUXEMBOURG

and/or such other or further Agent and other or further Paying Agents and/or
specified offices as may from time to time be duly appointed by the Issuer and
the Guarantor and notice of which has been given to the Noteholders.


<PAGE>


                                      62


                                  SCHEDULE 2
                FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS,
                              COUPONS AND TALONS

                                    PART I

                         FORM OF TEMPORARY GLOBAL NOTE

THIS GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE
BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S
UNDER THE SECURITIES ACT.

[BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2


                   [CIBA SPECIALTY CHEMICALS CORPORATION
  (a company incorporated under the laws of the State of Delaware, U.S.A.)/

                         CIBA SPECIALTY CHEMICALS PLC
          (a company incorporated with limited liability in England)/

               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
          (a company incorporated with limited liability in Germany)/

                   CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
          (a company incorporated with limited liability in Bermuda)]

                 unconditionally and irrevocably guaranteed by


------------------
1        This legend to appear on Notes issued by Ciba Specialty Chemicals
         Corporation with a maturity of 183 days or less.
2        This legend to appear on all Notes with a maturity of more than 183
         days.


<PAGE>


                                     63


                     CIBA SPECIALTY CHEMICALS HOLDING INC.
        (a company incorporated with limited liability in Switzerland)

                             TEMPORARY GLOBAL NOTE


This Global Note is a Temporary Global Note in respect of a duly authorised
issue of Euro Medium Term Notes (the "Notes") of [Ciba Specialty Chemicals
Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding
Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (the "Issuer")
described, and having the provisions specified, in the Pricing Supplement
attached hereto (the "Pricing Supplement"). Payments in respect of the Notes
have been unconditionally and irrevocably guaranteed by Ciba Specialty
Chemicals Holding Inc. (the "Guarantor"). References herein to the Conditions
shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to
the Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Pricing Supplement, but in the event of any
conflict between the provisions of that Schedule and the information set out
in the Pricing Supplement, the Pricing Supplement will prevail.

Words and expressions defined or set out in the Conditions and/or the Pricing
Supplement shall bear the same meaning when used herein.

This Global Note is issued subject to, and with the benefit of, the Conditions
and an amended and restated Agency Agreement (the "Agency Agreement", which
expression shall be construed as a reference to that agreement as the same may
be amended, supplemented or restated from time to time) dated 27th March, 2002
and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank
(the "Agent") and the other agents named therein.

For value received the Issuer, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on each Instalment Date (if
the Notes are repayable in instalments) and on the Maturity Date and/or on
such earlier date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the Conditions, the
amount payable under the Conditions in respect of such Notes on each such date
and to pay interest (if any) on the nominal amount of the Notes from time to
time represented by this Global Note calculated and payable as provided in the
Conditions together with any other sums payable under the Conditions, upon
presentation and, at maturity, surrender of this Global Note at the office of
the Agent at Trinity Tower, 9 Thomas More Street, London E1W 1YT or at the
specified office of any of the other paying agents located outside the United
States (except as provided in the Conditions) from time to time appointed by
the Issuer and the Guarantor in respect of the Notes, but in each case subject
to the requirements as to certification provided herein. On any redemption or
payment of an instalment or interest being made in respect of, or purchase and
cancellation of, any of the Notes represented by this Global Note details of
such redemption, payment or purchase and cancellation (as the case may be)
shall be entered by or on behalf of the Issuer in Schedule One hereto and the
relevant space in Schedule One hereto recording any such redemption, payment
or purchase and cancellation (as the case may be) shall be signed by or on
behalf of the Issuer.

Upon any such redemption, payment of an instalment or purchase and
cancellation, as aforesaid, the nominal amount of the Notes represented by
this Global Note shall be reduced by the nominal amount of such Notes so
redeemed or purchased and cancelled or the amount of such instalment. The
nominal amount of the Notes represented by this Global Note following any such
redemption, payment of an instalment or purchase and cancellation as aforesaid
or any exchange as referred to below shall


<PAGE>


                                      64


be the nominal amount most recently entered by or on behalf of the Issuer in
the relevant column in Part II, III or IV of Schedule One or Schedule Two
hereto.

Prior to the Exchange Date (as defined below), all payments (if any) on this
Global Note will only be made to the bearer hereof to the extent that there is
presented to the Agent by Clearstream, Luxembourg or Euroclear a certificate,
substantially in the form set out in Schedule Three hereto, to


<PAGE>

the effect that it has received from or in respect of a person entitled to a
particular nominal amount of the Notes (as shown by its records) a certificate
in or substantially in the form of Certificate "A" as set out in Schedule
Three hereto. The bearer of this Global Note will not be entitled to receive
any payment of interest hereon due on or after the Exchange Date unless upon
due certification exchange of this Global Note is improperly withheld or
refused.

On or after the date (the "Exchange Date") which is 40 days after the later of
the Issue Date and completion of the distribution of the Tranche of Notes
represented by this Global Note or such later date specified in the Pricing
Supplement, this Global Note may be exchanged in whole or in part (free of
charge) for, as specified in the Pricing Supplement, either security printed
Definitive Notes and (if applicable) Coupons, Receipts and Talons in the form
set out in Parts III, IV, V and VI respectively of Schedule 2 to the Agency
Agreement (on the basis that all the appropriate details have been included on
the face of such Definitive Notes and (if applicable) Coupons, Receipts and
Talons and the Pricing Supplement (or the relevant provisions of the Pricing
Supplement) have been either endorsed on or attached to such Definitive Notes)
or a Permanent Global Note in or substantially in the form set out in Part II
of Schedule 2 to the Agency Agreement (together with the Pricing Supplement
attached thereto) upon notice being given by Euroclear and/or Clearstream,
Luxembourg acting on the instructions of any holder of an interest in this
Global Note and subject, in the case of Definitive Notes, to such notice
period as is specified in the Pricing Supplement.

If Definitive Notes and (if applicable) Coupons, Receipts and/or Talons have
already been issued in exchange for all the Notes represented for the time
being by the Permanent Global Note, then this Global Note may only thereafter
be exchanged for Definitive Notes and (if applicable) Coupons, Receipts and/or
Talons pursuant to the terms hereof.

Presentation of this Global Note for exchange shall be made by the bearer
hereof on any day (other than a Saturday or Sunday) on which banks are open
for business in London at the office of the Agent specified above. The Issuer
shall procure that the Definitive Notes or (as the case may be) the Permanent
Global Note shall be so issued and delivered in exchange for only that portion
of this Global Note in respect of which there shall have been presented to the
Agent by Euroclear or Clearstream, Luxembourg a certificate, substantially in
the form set out in Schedule Three hereto, to the effect that it has received
from or in respect of a person entitled to a beneficial interest in a
particular nominal amount of the Notes (as shown by its records) a certificate
from such person in or substantially in the form of Certificate "A" as set out
in Schedule Three hereto.

On an exchange of the whole of this Global Note, this Global Note shall be
surrendered to the Agent. On an exchange of part only of this Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in
Schedule Two hereto and the relevant space in Schedule Two hereto recording
such exchange shall be signed by or on behalf of the Issuer, whereupon the
nominal amount of this Global Note and the Notes represented by this Global
Note shall be reduced by the nominal amount so exchanged. On any exchange of
this Global Note for a Permanent Global Note, details of such exchange shall
be entered by or on behalf of the Issuer in Schedule Two to the Permanent
Global


<PAGE>


                                      65


Note and the relevant space in Schedule Two thereto recording such
exchange shall be signed by or on behalf of the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer
hereof shall in all respects (except as otherwise provided herein) be entitled
to the same benefits as if he were the bearer of Definitive Notes and the
relative Coupons, Receipts and/or Talons (if any) in the forms set out in
Parts III, Part IV, Part V and Part VI, respectively, of Schedule 2 to the
Agency Agreement.

In the event that this Global Note (or any part hereof) has become due and
repayable in accordance with the Conditions or that the Maturity Date has
occurred and, in either case, payment in full of the amount due has not been
made to the bearer in accordance with the foregoing then, unless within the
period of fifteen days commencing on the relevant due date payment in full of
the amount due in respect of this Global Note is received by the bearer in
accordance with the foregoing, this Global Note will become void at 8.00 p.m.
(London time) on such fifteenth day and the bearer will have no further rights
under this Global Note (but without prejudice to the rights which the bearer
or any other person may have under the amended and restated Deed of Covenant
executed, inter alia, by the Issuer on 27th March, 2002 in respect of the Euro
Medium Term Notes issued under the Program Agreement pursuant to which this
Global Note is issued).

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

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

This Global Note shall not be valid unless authenticated by the Agent.

IN WITNESS whereof the Issuer has caused this Global Note to be duly executed
on its behalf.

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

By:
    ---------------------------------
    Authorised Signatory

Authenticated without recourse,
warranty or liability by

JPMORGAN CHASE BANK

By:
    --------------------------------
    Authorised Signatory


<PAGE>


                                                             66


<TABLE>
<CAPTION>
                                         Schedule One to the Temporary Global Note

                                                           PART I

                                                     INTEREST PAYMENTS



   Date made        Total amount of interest        Amount of interest paid        Confirmation of payment on
                             payable                                                  behalf of the Issuer
   <S>              <C>                             <C>                            <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   ---------        ------------------------        ------------------------       -----------------------------
</TABLE>


<PAGE>


                                                             67


<TABLE>
<CAPTION>
   <S>              <C>                             <C>                            <C>
   Date made        Total amount of interest        Amount of interest paid        Confirmation of payment on
                             payable                                                  behalf of the Issuer


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

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

</TABLE>


<PAGE>


                                                             68


                                                          PART II


                                               PAYMENT OF INSTALMENT AMOUNTS

<TABLE>
<CAPTION>
Date made    Total amount of            Amount of Instalment       Remaining nominal amount          Confirmation of
             Instalment Amounts         Amounts paid               of this Global Note               payment on behalf of
             payable                                               following such payment*           the Issuer
<S>          <C>                        <C>                        <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

* See most recent entry in Part II, III or IV of Schedule One or Schedule Two
in order to determine this amount.


<PAGE>


                                                            69


<TABLE>
<CAPTION>
                                                          PART III

                                                        REDEMPTIONS

<S>               <C>                        <C>                          <C>                               <C>
Date made         Total amount of           Amount of principal paid      Remaining nominal                 Confirmation of
                  principal payable                                       amount of this Global             redemption on behalf
                                                                          Note following such               of the Issuer
                                                                          redemption*

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

* See most recent entry in Part II, III or IV of Schedule One or Schedule Two
in order to determine this amount.


<PAGE>


                                                             70


<TABLE>
<CAPTION>
                                                          PART IV

                                                PURCHASES AND CANCELLATIONS

<S>             <C>                            <C>                                       <C>
Date made       Part of nominal amount of      Remaining nominal amount of               Confirmation of purchase and
                this Global Note purchased     this Global Note following                cancellation on behalf of the
                and cancelled                  such purchase and cancellation*           Issuer


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


* See most recent entry in Part II, III or IV of Schedule One or Schedule Two
in order to determine this amount.

<PAGE>


                                      71


<TABLE>
<CAPTION>
                                         Schedule Two to the Temporary Global Note

                                                         EXCHANGES
                                       FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE


The following exchanges of a part of this Global Note for Definitive Notes or
a Permanent Global Note have been made:

Date made             Nominal amount of this         Remaining nominal amount of    Notation made on behalf of
                      Global Note exchanged for      this Global Note following     the Issuer
                      Definitive Notes or a          such exchange*
                      Permanent Global Note
<S>                   <C>                            <C>                            <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


* See most recent entry in Part II, III or IV of Schedule One or Schedule Two
in order to determine this amount.


<PAGE>


                                      72


                  Schedule Three to the Temporary Global Note


                    FORM OF CERTIFICATE TO BE PRESENTED BY
                     EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

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


                             [Title of Securities]

                              (the "Securities")

This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member
organisations appearing in our records as persons being entitled to a
beneficial interest in a portion of the principal amount set forth below (our
"Member Organisations") substantially to the effect set forth in the Agency
Agreement, as of the date hereof, [ ] principal amount of the above-captioned
Securities (i) is owned by persons that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States persons"), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Sections
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution has agreed, on its
own behalf or through its agent, that we may advise the Issuer or the Issuer's
agent that it will comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect that United States or foreign financial institutions described
in clause (iii) above (whether or not also described in clause (i) or (ii))
have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

As used herein, "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

If the Securities are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the Securities Act of 1933, as amended (the "Act") then
this is also to certify with respect to such principal amount of Securities
set forth above that, except as set forth below, we have received in writing,
by tested telex or by electronic transmission, from our Member Organisations
entitled to a portion of such principal amount, certifications with respect to
such portion, substantially to the effect that the Securities are beneficially
owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the
Securities in transactions which did not require registration under the Act.


<PAGE>


                                      73


We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Security excepted in
such certifications and (ii) that as of the date hereof we have not received
any notification from any of our Member Organisations to the effect that the
statements made by such Member Organisations with respect to any portion of
the part submitted herewith for exchange (or, if relevant, exercise of any
rights or collection of any interest) are no longer true and cannot be relied
upon as the date hereof.

We understand that this certification is required in connection with certain
tax laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be
relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.

Dated:  [                   ], 2[  ]*

                                          Yours faithfully,

                                          [Euroclear Bank S.A./N.V.
                                          as operator of the Euroclear
                                          System]

                                          or

                                          [Clearstream Banking, societe anonyme]

                                          By:







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

* To be dated no earlier than the Exchange Date


<PAGE>


                                      74


                                CERTIFICATE "A"

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


                             [Title of Securities]

                              (the "Securities")

This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that
(a) are foreign branches of United States financial institutions (as defined
in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) acquired
the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise the Issuer or the Issuer's agent that
it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition
if the owner of the Securities is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

If the Securities are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the Securities Act of 1933, as amended (the "Act") then
this is also to certify with respect to such principal amount of Securities
set forth above that, except as set forth below, the Securities are
beneficially owned by (a) a non-U.S. person(s) or (b) a U.S. person(s) who
purchased the Securities in transactions which did not require registration
under the Act. As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Act.

As used herein, "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Securities held
by you for our account in accordance with your documented procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.


<PAGE>


                                      75


This certification excepts and does not relate to [ ] of such interest in the
above Securities in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Securities (or, if
relevant, exercise of any right or collection of any interest) cannot be made
until we do so certify.

We understand that this certification is required in connection with certain
tax laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be
relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.

Dated: [                ], [  ]*

Name of Person Making Certification

By:










----------------------------------------------------
*  To be dated no earlier than the fifteenth day prior to the Exchange Date.


<PAGE>


                                      76


                                    PART II

                         FORM OF PERMANENT GLOBAL NOTE


THE GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE
BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S
UNDER THE SECURITIES ACT.

[BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2


                    [CIBA SPECIALTY CHEMICALS CORPORATION.]
   (a company incorporated under the laws of the State of Delaware, U.S.A.)/

                         CIBA SPECIALTY CHEMICALS PLC
          (a company incorporated with limited liability in England)/

               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
          (a company incorporated with limited liability in Germany)/

                   CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
          (a company incorporated with limited liability in Bermuda)]

                 unconditionally and irrevocably guaranteed by

                     CIBA SPECIALTY CHEMICALS HOLDING INC.
        (a company incorporated with limited liability in Switzerland)



------------------------
1        This legend to appear on Notes issued by Ciba Specialty Chemicals
         Corporation with a maturity of 183 days or less.
2        This legend to appear on all Notes with a maturity of more than 183
         days.


<PAGE>


                                      77


                             PERMANENT GLOBAL NOTE


This Global Note is a Permanent Global Note in respect of a duly authorised
issue of Euro Medium Term Notes (the "Notes") of [Ciba Specialty Chemicals
Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding
Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (the "Issuer")
described, and having the provisions specified, in the Pricing Supplement or
Pricing Supplements attached hereto (together the "Pricing Supplement").
Payments in respect of the Notes have been unconditionally and irrevocably
guaranteed by Ciba Specialty Chemicals Holding Inc. (the "Guarantor").
References herein to the Conditions shall be to the Terms and Conditions of
the Notes as set out in Schedule 1 to the Agency Agreement (as defined below)
as modified and supplemented by the information set out in the Pricing
Supplement, but in the event of any conflict between the provisions of that
Schedule and the information set out in the Pricing Supplement, the Pricing
Supplement will prevail.

Words and expressions defined or set out in the Conditions and/or the Pricing
Supplement shall bear the same meaning when used herein.

This Global Note is issued subject to, and with the benefit of, the Conditions
and an amended and restated Agency Agreement (the "Agency Agreement", which
expression shall be construed as a reference to that agreement as the same may
be amended, supplemented or restated from time to time) dated 27th March, 2002
and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank
(the "Agent") and the other agents named therein.

For value received the Issuer, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on each Instalment Date (if
the Notes are repayable in instalments) and on the Maturity Date and/or on
such earlier date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the Conditions, the
amount payable under the Conditions in respect of such Notes on each such date
and to pay interest (if any) on the nominal amount of the Notes from time to
time represented by this Global Note calculated and payable as provided in the
Conditions together with any other sums payable under the Conditions, upon
presentation and, at maturity, surrender of this Global Note at the office of
the Agent at Trinity Tower, 9 Thomas More Street, London E1W 1YT or at the
specified office of any of the other paying agents located outside the United
States (except as provided in the Conditions) from time to time appointed by
the Issuer and the Guarantor in respect of the Notes. On any redemption or
payment of an instalment or interest being made in respect of, or purchase and
cancellation of, any of the Notes represented by this Global Note details of
such redemption, payment or purchase and cancellation (as the case may be)
shall be entered by or on behalf of the Issuer in Schedule One hereto and the
relevant space in Schedule One hereto recording any such redemption, payment
or purchase and cancellation (as the case may be) shall be signed by or on
behalf of the Issuer.

Upon any such redemption, payment of an instalment or purchase and
cancellation as aforesaid, the nominal amount of the Notes represented by this
Global Note shall be reduced by the nominal amount of such Notes so redeemed
or purchased and cancelled or the amount of such instalment. The nominal
amount of the Notes represented by this Global Note following any such
redemption, payment of an instalment or purchase and cancellation as
aforesaid, or any exchange as referred to below shall be the nominal amount
most recently entered by or on behalf of the Issuer in the relevant column in
Part II, III or IV of Schedule One or Schedule Two hereto.


<PAGE>


                                      78


On any exchange of the Temporary Global Note issued in respect of the Notes
for this Global Note or any part hereof, details of such exchange shall be
entered by or on behalf of the Issuer in Schedule Two hereto and the relevant
space in Schedule Two hereto recording such exchange shall be signed by or on
behalf of the Issuer, whereupon the nominal amount of the Notes represented by
this Global Note shall be increased by the nominal amount of the Temporary
Global Note so exchanged.

This Global Note may be exchanged in whole but not in part (free of charge),
for Definitive Notes and (if applicable) Coupons, Receipts and/or Talons in
the form set out in Part III, Part IV, Part V and
Part VI respectively, of Schedule 2 to the Agency Agreement (on the basis that
all the appropriate details have been included on the face of such Definitive
Notes and (if applicable) Coupons, Receipts and Talons and the Pricing
Supplement (or the relevant provisions of the Pricing Supplement) have been
endorsed on or attached to such Definitive Notes) either, as specified in the
applicable Pricing Supplement:

(i)      upon not less than 60 days' written notice being given to the Agent
         by Euroclear and/or Clearstream, Luxembourg acting on the
         instructions of any holder of an interest in this Global Note; or

(ii)     only upon the occurrence of any Exchange Event.

         An "Exchange Event" means:

         (1)      an Event of Default has occurred and is continuing;

         (2)      the Issuer has been notified that either Euroclear or
                  Clearstream, Luxembourg has been closed for business for a
                  continuous period of 14 days (other than by reason of
                  holiday, statutory or otherwise) or has announced an
                  intention permanently to cease business or has in fact done
                  so and no alternative clearing system is available; or

         (3)      the Issuer has or will become obliged to pay additional
                  amounts as provided for or referred to in Condition 7 which
                  would not be required were the Notes represented by this
                  Global Note in definitive form.

If this Global Note is only exchangeable following the occurrence of an
Exchange Event:

(i)      the Issuer will promptly give notice to Noteholders in accordance
         with Condition 14 upon the occurrence of an Exchange Event; and

(ii)     in the event of the occurrence of any Exchange Event, Euroclear
         and/or Clearstream, Luxembourg acting on the instructions of any
         holder of an interest in this Global Note may give notice to the
         Agent requesting exchange and in the event of the occurrence of an
         Exchange Event as described in (3) above, the Issuer may also give
         notice to the Agent requesting exchange. Any such exchange shall
         occur no later than 15 days after the date of receipt of the relevant
         notice by the Agent.

The first notice requesting exchange in accordance with the above provisions
shall give rise to the issue of Definitive Notes for the total amount of Notes
represented by this Global Note.


<PAGE>


                                      79


Any such exchange as aforesaid will be made upon presentation of this Global
Note at the office of the Agent specified above by the bearer hereof on any
day (other than a Saturday or Sunday) on which banks are open for business in
London. The aggregate nominal amount of Definitive Notes issued upon an
exchange of this Global Note will be equal to the aggregate nominal amount of
this Global Note.

On an exchange of this Global Note, this Global Note shall be surrendered to
the Agent.

Until the exchange of this Global Note as aforesaid, the bearer hereof shall
in all respects (except as otherwise provided herein) be entitled to the same
benefits as if he were the bearer of Definitive Notes and the relative
Coupons, Receipts and/or Talons (if any) in the forms set out in Part III,
Part IV, Part V and Part VI, respectively, of Schedule 2 to the Agency
Agreement.

In the event that this Global Note (or any part hereof) has become due and
repayable in accordance with the Conditions or that the Maturity Date has
occurred and, in either case, payment in full of the amount due has not been
made to the bearer in accordance with the foregoing then, unless within the
period of fifteen days commencing on the relevant due date payment in full of
the amount due in respect of this Global Note is received by the bearer in
accordance with the foregoing, this Global Note will become void at 8.00 p.m.
(London time) on such fifteenth day and the bearer will have no further rights
under this Global Note (but without prejudice to the rights which the bearer
or any other person may have under the amended and restated Deed of Covenant
executed by the Issuer on 27th March, 2002 in respect of the Euro Medium Term
Notes issued under the Program Agreement pursuant to which this Global Note is
issued).

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

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

This Global Note shall not be valid unless authenticated by the Agent.


<PAGE>


                                      80


IN WITNESS whereof the Issuer has caused this Global Note to be duly executed
on its behalf.

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


By:
   -----------------------------
   Authorised Signatory

Authenticated without recourse,
warranty or liability by

JPMORGAN CHASE BANK


By:
   ------------------------------
   Authorised Signatory


<PAGE>


                                                             81


<TABLE>
<CAPTION>

                                         Schedule One to the Permanent Global Note

                                                           PART I

                                                     INTEREST PAYMENTS


Date made      Total amount of interest         Amount of interest paid       Confirmation of payment on behalf
               payable                                                        of the Issuer

<S>            <C>                              <C>                           <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


</TABLE>


<PAGE>


                                                             82


<TABLE>
<CAPTION>
                                                          PART II

                                               PAYMENT OF INSTALMENT AMOUNTS
<S>            <C>                              <C>                           <C>           <C>
Date made     Total amount of         Amount of Instalment       Remaining nominal          Confirmation of
              Instalment Amounts      Amounts paid               amount of this Global      payment on behalf
              payable                                            Note following such        of the Issuer
                                                                 payment*

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


</TABLE>

* See most recent entry in Part II, III or IV of Schedule One or Schedule Two
in order to determine this amount.


<PAGE>


                                                             83

<TABLE>
<CAPTION>

                                                          PART III

                                                        REDEMPTIONS


Date made       Total amount of          Amount of principal       Remaining nominal      Confirmation of
                principal payable        paid                      amount of this         redemption on behalf
                                                                   Global Note            of the Issuer
                                                                   following such
                                                                   redemption*
<S>             <C>                      <C>                       <C>                    <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


</TABLE>


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

*      See most recent entry in Part II, III or IV of Schedule One or Schedule
       Two in order to determine this amount.


<PAGE>

                                                             84

<TABLE>
<CAPTION>
                                                          PART IV

                                                PURCHASES AND CANCELLATIONS


Date made         Part of nominal amount of       Remaining nominal amount of      Confirmation of purchase and
                  this Global Note purchased      this Global Note following       cancellation on behalf of
                  and cancelled                   such purchase and                the Issuer
                                                  cancellation*
<S>               <C>                             <C>                              <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



-------------------
*  See most recent entry in Part II, III or IV of Schedule One or Schedule Two in order to determine this amount.

</TABLE>


<PAGE>


                                                             85
<TABLE>
<CAPTION>
                                         Schedule Two to the Permanent Global Note

                                                   SCHEDULE OF EXCHANGES


The following exchanges affecting the nominal amount of this Global Note have been made:

Date made        Nominal amount of Temporary           Nominal amount of this Global       Notation made on
                 Global Note exchanged for this        Note following exchange*            behalf of the Issuer
                 Global Note
<S>              <C>                                   <C>                                 <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

* See most recent entry in Part II, III or IV of Schedule One or Schedule Two
in order to determine this amount.

<PAGE>


                                      86


                                   PART III

                            FORM OF DEFINITIVE NOTE

[Face of Note]

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

       00       000000          [ISIN]          00              000000
       -----------------------------------------------------------------------

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT
OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS
USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE
SECURITIES ACT.

[BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2


                   [CIBA SPECIALTY CHEMICALS CORPORATION]
            (a company incorporated under the laws of the State of
                              Delaware, U.S.A.)/

                         CIBA SPECIALTY CHEMICALS PLC
          (a company incorporated with limited liability in England)/

               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
          (a company incorporated with limited liability in Germany)/

                   CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
          (a company incorporated with limited liability in Bermuda)]








1    This legend to appear on Notes issued by Ciba Specialty Chemicals
     Corporation with a maturity of 183 days or less.

2    This legend to appear on all Notes with a maturity AG more than 183 days


<PAGE>


                                      87


                 unconditionally and irrevocably guaranteed by

                     CIBA SPECIALTY CHEMICALS HOLDING INC.
        (a company incorporated with limited liability in Switzerland)

              [Specified Currency and Nominal Amount of Tranche]
                 EURO MEDIUM TERM NOTES DUE [Year of Maturity]


This Note is one of a duly authorised issue of Euro Medium Term Notes
denominated in the Specified Currency maturing on the Maturity Date (the
"Notes") of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals
PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals
Eurofinance Ltd.] (the "Issuer"). Payments in respect of the Notes have been
unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding
Inc. (the "Guarantor"). References herein to the Conditions shall be to the
Terms and Conditions [endorsed hereon/attached hereto/set out in Schedule 1 to
the Agency Agreement (as defined below) which shall be incorporated by
reference herein and have effect as if set out herein] as modified and
supplemented by the Pricing Supplement (the "Pricing Supplement") (or the
relevant provisions of the Pricing Supplement) endorsed hereon, but in the
event of any conflict between the provisions of the Conditions and the
information in the Pricing Supplement, the Pricing Supplement will prevail.

This Note is issued subject to, and with the benefit of, the Conditions and an
amended and restated Agency Agreement (the "Agency Agreement", which
expression shall be construed as a reference to that agreement as the same may
be amended, supplemented or restated from time to time) dated 27th March, 2002
and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank
(the "Agent") and the other agents named therein.

For value received, the Issuer, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof [on each Instalment Date and]
on the Maturity Date and/or on such earlier date(s) as this Note may become
due and repayable in accordance with the Conditions, the amount payable under
the Conditions in respect of this Note on each such date and to pay interest
(if any) on this Note calculated and payable as provided in the Conditions
together with any other sums payable under the Conditions.

These Notes shall be governed by, and construed in accordance with, English
law.

This Note shall not be validly issued unless authenticated by the Agent.


<PAGE>


                                      88


IN WITNESS whereof the Issuer has caused this Note to be duly executed on its
behalf.

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


By:
    -----------------------------
    Authorised Signatory

    Authenticated without recourse,
    warranty or liability by

JPMORGAN CHASE BANK

By:
    ----------------------------
    Authorised Signatory


<PAGE>


                                      89


                             TERMS AND CONDITIONS

                   [Terms and Conditions to be as set out in
                      Schedule 1 to the Agency Agreement]





                              PRICING SUPPLEMENT

                [Here to be set out text of Pricing Supplement
                            relating to the Notes]



<PAGE>


                                      90


                                    PART IV

                                FORM OF COUPON

(Face of Coupon)

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

                [Specified Currency and Nominal Amount Tranche]
                         NOTES DUE [Year of Maturity]

                                Series No. [ ]

PART A

[FOR FIXED RATE NOTES:-


This Coupon is payable to bearer, separately                  Coupon for
negotiable and subject to the Terms and                       [    ]
Conditions of the said Notes.                                 due on
                                                              [     ]



PART B

[FOR FLOATING RATE NOTES OR INDEXED INTEREST NOTES:-

Coupon for the amount due in accordance with                  Coupon due
the Terms and Conditions on the said Notes on                 in [     ]
the Interest Payment Date falling in
[     ]].

This Coupon is payable to bearer, separately
negotiable and subject to such Terms and
Conditions, under which it may become void
before its due date.]


THE NOTE PERTAINING HERETO HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR
THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. TERMS USED


<PAGE>


                                      91


HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S
UNDER THE SECURITIES ACT.

[BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2


________________________________________________________________________

00      000000        [ISIN]    00         000000
________________________________________________________________________





_________________________

1        This legend to appear on Coupons attaching to Notes issued by Ciba
         Specialty Chemicals Corporation with a maturity of 183 days or less.

2        This legend to appear on Coupons attaching to Notes issued by Ciba
         Specialty Chemicals Corporation with a maturity of 183 days or more
         and all other Coupons.


<PAGE>


                                      92


(Reverse of Coupon)

                                     AGENT

                              JPMorgan Chase Bank
                                 Trinity Tower
                             9 Thomas More Street
                                London E1W 1YT

                                 PAYING AGENT

                       J.P. Morgan Bank Luxembourg S.A.
                                 5 Rue Plaetis
                               L-2338 Luxembourg


and/or such other or further Agent and other or further Paying Agents and/or
specified offices as may from time to time be duly appointed by the Issuer and
the Guarantor and notice of which has been given to the Noteholders.


<PAGE>


                                      93


(On the front)
                                    PART V

                                FORM OF RECEIPT

THE NOTE PERTAINING HERETO HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR
THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S
UNDER THE SECURITIES ACT.

[BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2

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

              [Specified Currency and Nominal Amount of Tranche]
                 EURO MEDIUM TERM NOTES DUE [Year of Maturity]

                                Series No. [ ]


Receipt for the sum of [ ] being the instalment of principal payable in
accordance with the Terms and Conditions endorsed on the Note to which this
Receipt appertains (the "Conditions") on [ ].


___________________________

1        This legend to appear on Receipts pertaining to Notes issued by Ciba
         Specialty Chemicals Corporation with a maturity of 183 days or less.

2        This legend to appear on Receipts pertaining to Notes issued by Ciba
         Specialty Chemicals Corporation with a maturity of 183 days or more
         and on all other Receipts.


<PAGE>


                                      94


This Receipt is issued subject to and in accordance with the Conditions which
shall be binding upon the holder of this Receipt (whether or not it is for the
time being attached to such Note) and is payable at the specified office of
the Agent or any of the Paying Agents set out on the reverse of the Note to
which this Receipt appertains (and/or any other or further Paying Agents
and/or specified offices as may from time to time be duly appointed and
notified to the Noteholders).

This Receipt must be presented for payment together with the Note to which it
appertains. The Issuer shall have no obligation in respect of any Receipt
presented without the Note to which it appertains or any unmatured Receipts.

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



By:
   ------------------------
   Authorised Signatory


<PAGE>


                                      95


                                    PART VI

                                 FORM OF TALON

THE NOTE PERTAINING HERETO HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR
THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S
UNDER THE SECURITIES ACT.

[BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2

(On the front)

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


              [Specified Currency and Nominal Amount of Tranche]
                 EURO MEDIUM TERM NOTES DUE [Year of Maturity]

                                Series No. [ ]


On and after [ ] further Coupons [and a further Talon] appertaining to the
Note to which this Talon appertains will be issued at the specified office of
the Agent or any of the Paying Agents set out on the reverse hereof (and/or
any other or further Paying Agents and/or specified offices as may from

_______________________________

1        This legend to appear on Talons pertaining to Notes issued by Ciba
         Specialty Chemicals Corporation with a maturity of 183 days or less.
2        This legend to appear on Talons pertaining to Notes issued by Ciba
         Specialty Chemicals Corporation with a maturity of 183 days and on
         all other Talons.



<PAGE>


                                      96


time to time be duly appointed and notified to the Noteholders) upon
production and surrender of this Talon.

This Talon may, in certain circumstances, become void under the Terms and
Conditions endorsed on the Notes to which this Talon appertains.

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


By:
   ------------------------------
   Authorised Signatory


<PAGE>


                                      97


(Reverse of Receipt and Talon)

                                     AGENT

                              JPMorgan Chase Bank
                                 Trinity Tower
                             9 Thomas More Street
                                London E1W 1YT

                                 PAYING AGENT

                       J.P. Morgan Bank Luxembourg S.A.
                                 5 Rue Plaetis
                               L-2338 Luxembourg


and/or such other or further Agent and other or further Paying Agents and/or
specified offices as may from time to time be duly appointed by the Issuer and
the Guarantor and notice of which has been given to the Noteholders.


<PAGE>


                                      98


                                  SCHEDULE 3

                           FORM OF DEED OF GUARANTEE

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

WHEREAS:

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

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

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

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

NOW THIS DEED WITNESSES as follows:

1.       Guarantee: The Guarantor irrevocably and unconditionally undertakes
         to secure by way of deed poll to each Holder the due and punctual
         payment as stipulated in an Issuer's Note or Coupon or under its Deed
         of Covenant, as the case may be. The Guarantor therefore undertakes
         to pay on first demand of such a Holder, irrespective of the validity
         and the legal effects of the above mentioned relationship in respect
         of a Note or Coupon or Deed of Covenant and waiving all rights of
         objection and defence arising therefrom any amount not


<PAGE>


                                      99


         paid by the relevant Issuer (including any premium or any other
         amounts of whatever nature or additional amounts) upon receipt of the
         written request for payment by such Holder and the confirmation in
         writing by the Agent that the relevant Issuer has not made such
         payments on the dates specified and in the amount called under the
         Guarantee. The Guarantor hereby expressly undertakes and secures that
         payments under this Guarantee will not be less than as stipulated in
         an Issuer's Note or Coupon. In implementation of this undertaking and
         in case Swiss withholding taxes are imposed in respect of payments
         made under this Guarantee, the Guarantor undertakes, as a separate
         and independent obligation, to pay an increased amount on the
         relevant Note or Coupon so that the payment received by the
         Noteholder or Couponholder shall equal the amount actually stipulated
         in such Note or Coupon (assuming no such withholding applies).

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

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

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

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

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

<PAGE>


                                      100


6.       Tax Gross-up: All payments in respect of the Notes by the
         Guarantor shall be made without withholding or deduction for, or on
         account of, any present or future taxes, duties, assessments or
         governmental charges of whatever nature ("Taxes") imposed or levied
         by or on behalf of Switzerland, or any political sub-division of, or
         any authority in, or of, Switzerland having power to tax, unless the
         withholding or deduction of the Taxes is required by law. In that
         event, the Guarantor will pay such additional amounts as may be
         necessary in order that the net amounts received by the Noteholders
         and Couponholders after the withholding or deduction shall equal the
         respective amounts which would have been receivable in respect of the
         Notes or, as the case may be, Coupons in the absence of the
         withholding or deduction; except that no additional amount shall be
         payable in relation to any payment in respect of any Note or Coupon:

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

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

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

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

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

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

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


<PAGE>


                                      101


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

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

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

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

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

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

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


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


<PAGE>


                                      102


Witness's
Signature:        ...................

Name:             ...................

Address:          ...................

                  ...................

Dated 27th March, 2002


<PAGE>


                                      103


                                  SCHEDULE 4

                    PROVISIONS FOR MEETINGS OF NOTEHOLDERS


1.       As used in this Schedule the following expressions shall have the
         following meanings unless the context otherwise requires:

         (i)      "voting certificate" shall mean an English language
                  certificate issued by a Paying Agent and dated in which it
                  is stated:

                  (a)      that on the date thereof Notes (not being Notes in
                           respect of which a block voting instruction has
                           been issued and is outstanding in respect of the
                           meeting specified in such voting certificate and
                           any adjourned such meeting) bearing specified
                           serial numbers were deposited with such Paying
                           Agent or (to the satisfaction of such Paying Agent)
                           were held to its order or under its control and
                           that no such Notes will cease to be so deposited or
                           held until the first to occur of:

                           (1)      the conclusion of the meeting specified in
                                    such certificate or, if applicable, any
                                    adjourned such meeting; and

                           (2)      the surrender of the certificate to the
                                    Paying Agent who issued the same; and

                  (b)      that the bearer thereof is entitled to attend and
                           vote at such meeting and any adjourned such meeting
                           in respect of the Notes represented by such
                           certificate;

         (ii)     "block voting instruction" shall mean an English language
                  document issued by a Paying Agent and dated in which:

                  (a)      it is certified that Notes (not being Notes in
                           respect of which a voting certificate has been
                           issued and is outstanding in respect of the meeting
                           specified in such block voting instruction and any
                           adjourned such meeting) have been deposited with
                           such Paying Agent or (to the satisfaction of such
                           Paying Agent) were held to its order or under its
                           control and that no such Notes will cease to be so
                           deposited or held until the first to occur of:

                           (1)      the conclusion of the meeting specified in
                                    such document or, if applicable, any
                                    adjourned such meeting; and

                           (2)      the surrender to the Paying Agent not less
                                    than 48 hours before the time for which
                                    such meeting or any adjourned such meeting
                                    is convened of the receipt issued by such
                                    Paying Agent in respect of each such
                                    deposited Note which is to be released or
                                    (as the case may require) the Note or
                                    Notes ceasing with the agreement of the
                                    Paying Agent to be held to its order or
                                    under its control and the giving of notice
                                    by the Paying Agent to the Issuer in
                                    accordance with


<PAGE>


                                      104


                                    paragraph 17 hereof of the
                                    necessary amendment to the block voting
                                    instruction;

                  (b)      it is certified that each holder of such Notes has
                           instructed such Paying Agent that the vote(s)
                           attributable to the Note or Notes so deposited or
                           held should be cast in a particular way in relation
                           to the resolution or resolutions to be put to such
                           meeting or any adjourned such meeting and that all
                           such instructions are during the period commencing
                           48 hours prior to the time for which such meeting
                           or any adjourned such meeting is convened and
                           ending at the conclusion or adjournment thereof
                           neither revocable nor capable of amendment;

                  (c)      the total number and the serial numbers of the
                           Notes so deposited or held are listed
                           distinguishing with regard to each such resolution
                           between those in respect of which instructions have
                           been given as aforesaid that the votes attributable
                           thereto should be cast in favour of the resolution
                           and those in respect of which instructions have
                           been so given that the votes attributable thereto
                           should be cast against the resolution; and

                  (d)      one or more persons named in such document (each
                           hereinafter called a "proxy") is or are authorised
                           and instructed by such Paying Agent to cast the
                           votes attributable to the Notes so listed in
                           accordance with the instructions referred to in
                           paragraph (c) above as set out in such document.

                  The holder of any voting certificate or the proxies named in
                  any block voting instruction shall for all purposes in
                  connection with the relevant meeting or adjourned meeting of
                  Noteholders be deemed to be the holder of the Notes to which
                  such voting certificate or block voting instruction relates
                  and the Paying Agent with which such Notes have been
                  deposited or the person holding the same to the order or
                  under the control of such Paying Agent shall be deemed for
                  such purposes not to be the holder of those Notes.

         (iii)    References herein to the "Notes" are to the Notes in respect
                  of which the relevant meeting is convened.

2.       The relevant Issuer or the Guarantor may at any time and, upon a
         requisition in writing of Noteholders holding not less than five per
         cent. in nominal amount of the Notes for the time being outstanding,
         shall convene a meeting of the Noteholders and if the relevant Issuer
         makes default for a period of seven days in convening such a meeting
         the same may be convened by the requisitionists. Whenever the
         relevant Issuer or the Guarantor is about to convene any such meeting
         it shall forthwith give notice in writing to the Agent and the
         Dealers of the day, time and place thereof and of the nature of the
         business to be transacted thereat. Every such meeting shall be held
         at such time and place as the Agent may approve.

3.       At least 21 days' notice (exclusive of the day on which the notice is
         given and the day on which the meeting is held) specifying the place,
         day and hour of meeting shall be given to the Noteholders prior to
         any meeting of the Noteholders in the manner provided by Condition
         14. Such notice shall state generally the nature of the business to
         be transacted at the meeting thereby convened but (except for an
         Extraordinary Resolution) it shall not be necessary to


<PAGE>


                                     105


         specify in such notice the terms of any resolution to be proposed.
         Such notice shall include a statement to the effect that Notes may be
         deposited with Paying Agents for the purpose of obtaining voting
         certificates or appointing proxies not less than 24 hours before the
         time fixed for the meeting or that, in the case of corporations, they
         may appoint representatives by resolution of their directors or other
         governing body. A copy of the notice shall be sent by post to the
         Issuer (unless the meeting is convened by the relevant Issuer) and to
         the Guarantor (unless the meeting is convened by the Guarantor).

4.       Some person (who may but need not be a Noteholder) nominated in
         writing by the relevant Issuer shall be entitled to take the chair at
         every such meeting but if no such nomination is made or if at any
         meeting the person nominated shall not be present within fifteen
         minutes after the time appointed for holding the meeting the
         Noteholders present shall choose one of their number to be Chairman.

5.       At any such meeting one or more persons present holding Notes or
         voting certificates or being proxies and holding or representing in
         the aggregate not less than twenty per cent. in nominal amount of the
         Notes for the time being outstanding shall (except for the purpose of
         passing an Extraordinary Resolution (as defined in paragraph 20
         below)) form a quorum for the transaction of business and no business
         (other than the choosing of a Chairman) shall be transacted at any
         meeting unless the requisite quorum be present at the commencement of
         business. The quorum at any such meeting for passing an Extraordinary
         Resolution shall (subject as provided below) be one or more persons
         present holding Notes or voting certificates or being proxies and
         holding or representing in the aggregate not less than 50 per cent.
         in nominal amount of the Notes for the time being outstanding
         PROVIDED THAT at any meeting the business of which includes any of
         the following matters (each of which shall only be capable of being
         effected after having been approved by Extraordinary Resolution)
         namely:

         (i)      modification of the Maturity Date of the Notes or reduction
                  or cancellation of the nominal amount payable upon maturity;
                  or

         (ii)     reduction or cancellation of the amount payable or
                  modification of the payment date in respect of any interest
                  in respect of the Notes or variation of the method of
                  calculating the rate of interest in respect of the Notes; or

         (iii)    reduction of any Minimum Interest Rate and/or Maximum
                  Interest Rate specified in the applicable Pricing Supplement
                  of any Note; or

         (iv)     modification of the currency in which payments under the
                  Notes and/or the Receipts and/or Coupons appertaining
                  thereto are to be made; or

         (v)      modification of the majority required to pass an
                  Extraordinary Resolution; or

         (vi)     the sanctioning of any such scheme or proposal as is
                  described in paragraph 18(F) below; or

         (vii)    alteration of this proviso or the proviso to paragraph 6
                  below;


<PAGE>


                                     106


         the quorum shall be one or more persons present holding Notes or
         voting certificates or being proxies and holding or representing in
         the aggregate not less than 75 per cent. in nominal amount of the
         Notes for the time being outstanding. An Extraordinary Resolution
         passed at any meeting of the holders of Notes will be binding on all
         holders of Notes, whether or not they are present at the meeting, and
         on all holders of Coupons appertaining to such Notes.

6.       If within fifteen minutes after the time appointed for any such
         meeting a quorum is not present the meeting shall if convened upon
         the requisition of Noteholders be dissolved. In any other case it
         shall stand adjourned to the same day in the next week (or if such
         day is a public holiday the next succeeding business day) at the same
         time and place (except in the case of a meeting at which an
         Extraordinary Resolution is to be proposed in which case it shall
         stand adjourned for such period being not less than 14 days nor more
         than 42 days, and at such place as may be appointed by the Chairman
         and approved by the Agent) and at such adjourned meeting one or more
         persons present holding Notes or voting certificates or being proxies
         (whatever the nominal amount of the Notes so held or represented by
         them) shall (subject as provided below) form a quorum and shall
         (subject as provided below) have power to pass any Extraordinary
         Resolution or other resolution and to decide upon all matters which
         could properly have been dealt with at the meeting from which the
         adjournment took place had the requisite quorum been present PROVIDED
         THAT at any adjourned meeting the business of which includes any of
         the matters specified in the proviso to paragraph 5 above the quorum
         shall be one or more persons present holding Notes or voting
         certificates or being proxies and holding or representing in the
         aggregate not less than a clear majority in nominal amount of the
         Notes for the time being outstanding.

7.       Notice of any adjourned meeting at which an Extraordinary Resolution
         is to be submitted shall be given in the same manner as notice of an
         original meeting but as if 10 were substituted for 21 in paragraph 3
         above and such notice shall (except in cases where the proviso to
         paragraph 6 above shall apply when it shall state the relevant
         quorum) state that one or more persons present holding Notes or
         voting certificates or being proxies at the adjourned meeting
         whatever the nominal amount of the Notes held or represented by them
         will form a quorum. Subject as aforesaid it shall not be necessary to
         give any notice of an adjourned meeting.

8.       Every question submitted to a meeting shall be decided in the first
         instance by a show of hands and in case of equality of votes the
         Chairman shall both on a show of hands and on a poll have a casting
         vote in addition to the vote or votes (if any) to which he may be
         entitled as a Noteholder or as a holder of a voting certificate or as
         a proxy.

9.       At any meeting, unless a poll is (before or on the declaration of the
         result of the show of hands) demanded by the Chairman or the relevant
         Issuer or by one or more persons present holding Notes or voting
         certificates or being proxies (whatever the nominal amount of the
         Notes so held by them), a declaration by the Chairman that a
         resolution has been carried or carried by a particular majority or
         lost or not carried by a particular majority shall be conclusive
         evidence of the fact without proof of the number or proportion of the
         votes recorded in favour of or against such resolution.

10.      Subject to paragraph 12 below, if at any such meeting a poll is so
         demanded it shall be taken in such manner and subject as hereinafter
         provided either at once or after an adjournment as the Chairman
         directs and the result of such poll shall be deemed to be the
         resolution of the meeting at which the poll was demanded as at the
         date of the taking of the poll. The demand


<PAGE>


                                      107


         for a poll shall not prevent the continuance of the meeting for the
         transaction of any business other than the motion on which the poll
         has been demanded.

11.      The Chairman may with the consent of (and shall if directed by) any
         such meeting adjourn the same from time to time and from place to
         place but no business shall be transacted at any adjourned meeting
         except business which might lawfully (but for lack of required
         quorum) have been transacted at the meeting from which the
         adjournment took place.

12.      Any poll demanded at any such meeting on the election of a Chairman
         or on any question of adjournment shall be taken at the meeting
         without adjournment.

13.      Any director or officer of the Issuer or the Guarantor and their
         respective lawyers may attend and speak at any meeting. Save as
         aforesaid, but without prejudice to the proviso to the definition of
         "outstanding" in clause 1(2) of this Agreement, no person shall be
         entitled to attend and speak nor shall any person be entitled to vote
         at any meeting of the Noteholders or join with others in
         requisitioning the convening of such a meeting unless he either
         produces the Note or Notes of which he is the holder or a voting
         certificate or is a proxy. None of the Issuers, the Guarantor nor any
         of their respective subsidiaries shall be entitled to vote at any
         meeting in respect of Notes held by it for the benefit of any such
         company and no other person shall be entitled to vote at any meeting
         in respect of Notes held by it for the benefit of any such company.
         Nothing herein contained shall prevent any of the proxies named in
         any block voting instruction from being a director, officer or
         representative of or otherwise connected with the Issuer or the
         Guarantor.

14.      Subject as provided in paragraph 13 hereof at any meeting:

         (A)      on a show of hands every person who is present in person and
                  produces a Note or voting certificate or is a proxy shall
                  have one vote; and

         (B)      on a poll every person who is so present shall have one vote
                  in respect of:

                  (i)      in the case of a meeting of the holders of Notes
                           all of which are denominated in a single currency,
                           each minimum integral amount of such currency; and

                  (ii)     in the case of a meeting of the holders of Notes
                           denominated in more than one currency, each
                           U.S.$1.00 or, in the case of a Note denominated in
                           a currency other than U.S. dollars, the equivalent
                           of U.S.$1.00 in such currency at the Agent's spot
                           buying rate for the relevant currency against U.S.
                           dollars at or about 11.00 a.m. (London time) on the
                           date of publication of the notice of the relevant
                           meeting (or of the original meeting of which such
                           meeting is an adjournment),

                  or such other amount as the Agent shall in its absolute
                  discretion stipulate in nominal amount of Notes so produced
                  or represented by the voting certificate so produced or in
                  respect of which he is a proxy.

         Without prejudice to the obligations of the proxies named in any
         block voting instruction any person entitled to more than one vote
         need not use all his votes or cast all the votes to which he is
         entitled in the same way.


<PAGE>


                                      108


15.      The proxies named in any block voting instruction need not be
         Noteholders.

16.      Each block voting instruction together (if so requested by the
         relevant Issuer) with proof satisfactory to the relevant Issuer of
         its due execution on behalf of the relevant Paying Agent shall be
         deposited at such place as the Agent shall approve not less than 24
         hours before the time appointed for holding the meeting or adjourned
         meeting at which the proxies named in the block voting instruction
         propose to vote and in default the block voting instruction shall not
         be treated as valid unless the Chairman of the meeting decides
         otherwise before such meeting or adjourned meeting proceeds to
         business. A certified copy of each block voting instruction shall be
         deposited with the Agent before the commencement of the meeting or
         adjourned meeting but the Agent shall not thereby be obliged to
         investigate or be concerned with the validity of or the authority of
         the proxies named in any such block voting instruction.

17.      Any vote given in accordance with the terms of a block voting
         instruction shall be valid notwithstanding the previous revocation or
         amendment of the block voting instruction or of any of the
         Noteholders' instructions pursuant to which it was executed PROVIDED
         THAT no intimation in writing of such revocation or amendment shall
         have been received from the relevant Paying Agent by the relevant
         Issuer at its registered office (or such other place as may have been
         approved by the Agent for the purpose) by the time being 24 hours
         before the time appointed for holding the meeting or adjourned
         meeting at which the block voting instruction is to be used.

18.      A meeting of the Noteholders shall in addition to the powers
         hereinbefore given have the following powers exercisable by
         Extraordinary Resolution (subject to the provisions relating to
         quorum contained in paragraphs 5 and 6 above) only, namely:

         (A)      power to sanction any compromise or arrangement proposed to
                  be made between the Issuer and the Guarantor and the
                  Noteholders and Couponholders or any of them;

         (B)      power to sanction any abrogation, modification, compromise
                  or arrangement in respect of the rights of the Noteholders
                  and Couponholders against the relevant Issuer and the
                  Guarantor or against any of its property whether such rights
                  shall arise under this Agreement, the Notes or the Coupons
                  or otherwise;

         (C)      power to assent to any modification of the provisions
                  contained in this Agreement or the Conditions, the Notes,
                  the Coupons, the Guarantee or the Deed of Covenant which
                  shall be proposed by the Issuer or the Guarantor;

         (D)      power to give any authority or sanction which under the
                  provisions of this Agreement or the Notes is required to be
                  given by Extraordinary Resolution;

         (E)      power to appoint any persons (whether Noteholders or not) as
                  a committee or committees to represent the interests of the
                  Noteholders and to confer upon such committee or committees
                  any powers or discretions which the Noteholders could
                  themselves exercise by Extraordinary Resolution;

         (F)      power to sanction any scheme or proposal for the exchange or
                  sale of the Notes for, or the conversion of the Notes into
                  or the cancellation of the Notes in consideration


<PAGE>


                                      109


                  of, shares, stock, notes, bonds, debentures, debenture stock
                  and/or other obligations and/or securities of the Issuer or
                  any other company formed or to be formed, or for or into or
                  in consideration of cash, or partly for or into or in
                  consideration of such shares, stock, notes, bonds,
                  debentures, debenture stock and/or other obligations and/or
                  securities as aforesaid and partly for or into or in
                  consideration of cash; and

         (G)      power to approve the substitution of any entity in place of
                  (i) the Issuer (or any previous substitute) as the principal
                  debtor in respect of the Notes and the Coupons or (ii) the
                  Guarantor (or any previous substitute) as guarantor under
                  the Guarantee.

19.      Any resolution passed at a meeting of the Noteholders duly convened
         and held in accordance with the provision hereof shall be binding
         upon all the Noteholders whether present or not present at such
         meeting and whether or not voting and upon all Couponholders and
         Receiptholders and each of them shall be bound to give effect thereto
         accordingly and the passing of any such resolution shall be
         conclusive evidence that the circumstances justify the passing
         thereof. Notice of the result of the voting on any resolution duly
         considered by the Noteholders shall be published in accordance with
         Condition 14 by the relevant Issuer within 14 days of such result
         being known PROVIDED THAT the non-publication of such notice shall
         not invalidate such resolution.

20.      The expression "Extraordinary Resolution" when used in this Agreement
         or the Conditions means a resolution passed at a meeting of the
         Noteholders duly convened and held in accordance with the provisions
         herein contained by a majority consisting of not less than 75 per
         cent. of the persons voting thereat upon a show of hands or if a poll
         be duly demanded then by a majority consisting of not less than 75
         per cent. of the votes given on such poll.

21.      Minutes of all resolutions and proceedings at every such meeting as
         aforesaid shall be made and duly entered in books to be from time to
         time provided for that purpose by the relevant Issuer and any such
         Minutes as aforesaid if purporting to be signed by the Chairman of
         the meeting at which such resolutions were passed or proceedings had
         shall be conclusive evidence of the matters therein contained and
         until the contrary is proved every such meeting in respect of the
         proceedings of which Minutes have been made shall be deemed to have
         been duly held and convened and all resolutions passed or proceedings
         had thereat to have been duly passed or had.

22.      Subject to all other provisions contained herein the Agent may
         without the consent of the relevant Issuer, the Guarantor, the
         Noteholders or the Couponholders prescribe such further regulations
         regarding the requisitioning and/or the holding of meetings of
         Noteholders and attendance and voting thereat as the Agent may in its
         sole discretion think fit.


<PAGE>


                                      110


                                  SCHEDULE 5

                              FORM OF PUT NOTICE

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

                      [title of relevant Series of Notes]

By depositing this duly completed Notice with any Paying Agent for the above
Series of Notes (the "Notes") the undersigned holder of such Notes surrendered
with this Notice and referred to below irrevocably exercises its option to
have such Notes redeemed in accordance with Condition 6(e) on [redemption
date].

This Notice relates to Notes in the aggregate nominal amount of _______
bearing the following serial numbers:

______________________________________________

______________________________________________

______________________________________________

If the Notes referred to above are to be returned (1) to the undersigned under
clause 10(4) of the Agency Agreement, they should be returned by post to the
following address outside the United States:

______________________________

______________________________

______________________________


PAYMENT INSTRUCTIONS

Please make payment in respect of the above-mentioned Notes by [cheque posted
to the above address/transfer to the following bank account] (2):

Bank:                               _________________________________

Branch Address outside
the United States:                  _________________________________

Branch Code:                        _________________________________

Account Number:                     _________________________________

Signature of holder:                _________________________________


<PAGE>

                                      111


                         Duly authorised on behalf of
                    [CIBA SPECIALTY CHEMICALS CORPORATION/
                         CIBA SPECIALTY CHEMICALS PLC/
              CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH/
                  CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.]


[To be completed by recipient Paying Agent]

Details of missing unmatured Coupons ______________________________(3)

Received by:                         ______________________________

[Signature and stamp of Paying Agent]

At its office at:                   _______________________________

On:                                 _______________________________

NOTES

(1)      The Agency Agreement provides that Notes so returned will be sent by
         post, uninsured and at the risk of the Noteholder, unless the
         Noteholder otherwise requests and pays the costs of such insurance to
         the relevant Paying Agent at the time of depositing the Note referred
         to above.

(2)      Delete as applicable.

(3)      Only relevant for Fixed Rate Notes (which are not also Indexed
         Redemption Amount Notes) in definitive form.

N.B.     The Paying Agent with whom the above-mentioned Notes are deposited
         will not in any circumstances be liable to the depositing Noteholder
         or any other person for any loss or damage arising from any act,
         default or omission of such Paying Agent in relation to the said
         Notes or any of them unless such loss or damage was caused by the
         fraud or gross negligence of such Paying Agent or its directors,
         officers or employees.

         This Put Notice is not valid unless all of the paragraphs requiring
         completion are duly completed. Once validly given this Put Notice is
         irrevocable except in the circumstances set out in clause 10(4) of
         the Agency Agreement.


<PAGE>

                                      112


                                  SCHEDULE 6


                            Dated 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






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

                          OPERATING & ADMINISTRATIVE
                             PROCEDURES MEMORANDUM
                                in respect of a
                              U.S.$2,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAM
                            (Amended and Restated)

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











                             [ALLEN & OVERY LOGO]
                                    London


<PAGE>

                                      113


The aggregate nominal amount of all Notes outstanding at any time will not,
subject as provided below, exceed U.S.$2,000,000,000 or its equivalent in
other currencies at the time of agreement to issue, subject to increase as
provided in the Program Agreement. The Program Agreement provides for the
increase in the nominal amount of Notes that may be issued under the Program.
In that event, this Procedures Memorandum shall apply to the Program as
increased.

The documentation of the Program provides for the issue of Notes denominated
in any currency or currencies as may be agreed between the relevant Issuer,
the Guarantor and the relevant Dealer (subject to certain restrictions as to
minimum and/or maximum maturities as set out in the Offering Circular
describing the Program) and being any of:

         o        Fixed Rate Notes
         o        Floating Rate Notes
         o        Zero Coupon Notes
         o        Dual Currency Notes
         o        Indexed Interest Notes
         o        Indexed Redemption Amount Notes
         o        Instalment Notes
         o        Partly Paid Notes
         o        other forms of Notes agreed between the relevant Dealer or
                  Lead Manager, the relevant Issuer and the Guarantor

All terms with initial capitals used herein without definition shall have the
meanings given to them in the Offering Circular dated 27th March, 2002 (the
"Offering Circular" as supplemented), or, as the case may be, the amended and
restated Program Agreement dated 27th March, 2002 (the "Program Agreement" as
amended, supplemented or restated) between the Issuers, the Guarantor and the
Dealers named therein pursuant to which the Issuer may issue Euro Medium Term
Notes.

OPERATING PROCEDURES

Dealers must confirm all trades directly with the Issuer, the Guarantor and
the Agent.

A.       RESPONSIBILITIES OF THE AGENT

         The Agent will, in addition to the responsibilities in relation to
         settlement described in Annexe A, be responsible for the following:

         (i)      in the case of Notes which are to be listed on a Stock
                  Exchange, distributing, or procuring the distribution, to
                  the Stock Exchange and any other relevant authority such
                  number of copies of the Pricing Supplement required by the
                  Stock Exchange and such other relevant authority;

         (ii)     in the case of Notes which are to be listed on a Stock
                  Exchange, immediately notifying the relevant Issuer and the
                  relevant Dealer if at any time the Agent is notified by the
                  Listing Agent or the Stock Exchange that the listing of a
                  Tranche of Notes has been refused or otherwise will not take
                  place; and

         (iii)    determining the end of the Distribution Compliance Period in
                  respect of a Tranche in accordance with clause 4 of the
                  Agency Agreement. The Agent shall upon


<PAGE>


                                      114


                  determining the end of the Distribution Compliance Period in
                  respect of any Tranche notify the relevant Issuer, the
                  Guarantor, Euroclear, Clearstream, Luxembourg and the
                  relevant Dealer or Lead Manager, as the case may be.

B.       RESPONSIBILITIES OF DEALER/LEAD MANAGER

         (i)      Each Dealer/Lead Manager will be responsible for preparing
                  and agreeing with the relevant Issuer and the Guarantor a
                  Pricing Supplement (substantially in the form of Annexe C
                  hereto) giving details of each Tranche of Notes to be
                  issued.

         (ii)     In the case of an issue not to be subscribed pursuant to a
                  Subscription Agreement, each Dealer which agrees to purchase
                  Notes from the relevant Issuer will be responsible for
                  notifying the Agent upon completion of the distribution of
                  the Notes of each Tranche purchased by that Dealer. In the
                  case of an issue of Notes to be subscribed pursuant to a
                  Subscription Agreement, the Lead Manager will be responsible
                  for notifying the Agent upon completion of the distribution
                  of the Notes of such issue.

C.       SETTLEMENT

         The settlement procedures set out in Annexe A shall apply to each
         issue of Notes (Part 1 in the case of issues not to be subscribed
         pursuant to a Subscription Agreement, Part 2 in the case of issues to
         be subscribed pursuant to a Subscription Agreement), unless otherwise
         agreed between the relevant Issuer, the Guarantor, the Agent and the
         relevant Dealer or the Lead Manager, as the case may be. With issues
         of Notes to be listed on a Stock Exchange other than the Luxembourg
         Stock Exchange more time may be required to comply with the relevant
         Stock Exchange's listing requirements and with issues of Dual
         Currency or Indexed Notes more time may be required to settle
         documentation.

         A Trading Desk and Administrative Contact List is set out in Annexe D.

         N.B.:    ALL COMMUNICATIONS WITH ANY ISSUER MUST BE COPIED TO THE
                  GUARANTOR.


<PAGE>


                                      115


                                   ANNEXE A

                                    PART 1

      SETTLEMENT PROCEDURES FOR ISSUES NOT TO BE SUBSCRIBED PURSUANT TO A
                            SUBSCRIPTION AGREEMENT

References below to the "Issuer" is to the "relevant Issuer".

<TABLE>
<CAPTION>
Day                           Latest                Action
                              London time
<S>                           <C>                   <C>
No later                      2.00 p.m.             The Issuer and the Guarantor may agree terms with
than Issue                                          one or more of the Dealers for the issue and
Date minus 5                                        purchase of Notes (whether pursuant to an
                                                    unsolicited bid from a Dealer or pursuant to an
                                                    enquiry by the Issuer). The Dealer instructs the
                                                    Agent to obtain a common code and ISIN from
                                                    Euroclear or Clearstream, Luxembourg. In the case
                                                    of the first Tranche of Notes of a Series, the
                                                    Agent telephones Euroclear or Clearstream,
                                                    Luxembourg with a request for a common code and
                                                    ISIN for such Series and in the case of a
                                                    subsequent Tranche of Notes of that Series the
                                                    Agent telephones Euroclear or Clearstream,
                                                    Luxembourg with a request for a temporary common
                                                    code and ISIN for such Tranche. Each common code
                                                    and ISIN is notified by the Agent to the Issuer and
                                                    each Dealer which has reached agreement with the
                                                    Issuer.

                              3.00 p.m.             If a Dealer has reached agreement with the Issuer and
                                                    the Guarantor by telephone, such Dealer confirms the
                                                    terms of the agreement to the Issuer and the
                                                    Guarantor by fax (substantially in the form set out
                                                    in Annexe B) attaching a copy of the Pricing Supplement
                                                    (substantially in the form set out in Annexe C). The
                                                    Dealer sends a copy of that fax to the Agent for
                                                    information.

                              5.00 p.m.             The Issuer and the Guarantor confirm their agreement
                                                    to the terms on which the issue of Notes is to be made
                                                    (including the form of the Pricing Supplement) by each
                                                    signing and returning a copy of the Pricing Supplement
                                                    to the relevant Dealer. The Issuer also confirms its
                                                    instructions to the Agent (including, in the case of
                                                    Floating Rate Notes, for the purposes of rate fixing)
                                                    to carry out the duties to be carried out by the Agent
                                                    under these Settlement Procedures and the Agency
                                                    Agreement including preparing, authenticating and


<PAGE>


                                      116


                                                    issuing a Temporary Global Note for the Tranche of Notes
                                                    which is to be purchased and in the case of the first
                                                    Tranche of a Series, where the Pricing Supplement for such
                                                    Tranche does not specify that such Temporary Global Note is
                                                    to be exchangeable only for Notes in definitive form, a
                                                    Permanent Global Note for such Series, giving details of such
                                                    Notes. The Issuer confirms such instructions by sending a copy
                                                    by fax of the signed Pricing Supplement to the  Agent. The
                                                    details set out in the signed Pricing Supplement shall
                                                    be conclusive evidence of the agreement (save in the
                                                    case of manifest error) and shall be binding on the
                                                    parties accordingly.

No later than                                       In the case of Notes which are to be listed on a
Issue Date                                          Stock Exchange, the Agent also notifies, or the
minus 3                                             notification to, the relevant Stock Exchange and
                                                    any other relevant authority by fax or by hand of
                                                    the details of the Notes to be issued by sending the
                                                    Pricing Supplement to the relevant Stock Exchange
                                                    and any other relevant authority.

Issue Date                    3.00 p.m.             The relevant Dealer instructs Euroclear and/or
minus 2                                             Clearstream, Luxembourg to debit its account and
                                                    Clearstream, pay the purchase price, against
                                                    delivery of the  Notes, to the Agent's account with
                                                    Euroclear and/or Clearstream, Luxembourg on the Issue
                                                    Date and the Agent receives details of such
                                                    instructions through the records of Euroclear
                                                    and/or Clearstream, Luxembourg.

                                                    In the case of Floating Rate Notes, the Agent
                                                    notifies Euroclear, Clearstream, Luxembourg,
                                                    the Issuer, the Guarantor (if applicable) the
                                                    relevant Stock Exchange and the relevant Dealer by
                                                    telex or fax of the Rate of Interest for the first
                                                    Interest Period (if already determined). Where
                                                    the Rate of Interest has not yet been determined,
                                                    this will be notified in accordance with this
                                                    paragraph as soon as it has been determined.

Issue Date minus 1            3.00 p.m.             The Agent prepares and authenticates a Temporary Global
                                                    Note for each Tranche of Notes which is to be purchased
                                                    and, where required as specified above, a Permanent Global
                                                    Note in respect of the relevant Series. The conditions
                                                    precedent in the Program agreement are satisfied and/or
                                                    waived. The Temporary Global Note and any such Permanent
                                                    Global Note are then delivered by the Agent


<PAGE>


                                      117


                                                    to a common depositary for Euroclear and Clearstream, Luxembourg
                                                    and instructions are given by the Agent to Euroclear or, as
                                                    the case may be, Clearstream, Luxembourg to credit the
                                                    Notes represented by such  Temporary Global Note to the
                                                    Agent's distribution account. The Agent further instructs
                                                    Euroclear or, as the case may be, Clearstream,
                                                    Luxembourg to debit from the distribution account the
                                                    nominal amount of the relevant Tranche of Notes and to
                                                    credit such nominal amount to the account of such Dealer
                                                    with Euroclear or Clearstream, Luxembourg against payment
                                                    to the account of the Agent of the purchase price for the
                                                    relevant Tranche of Notes for value on the Issue Date.
                                                    The relevant Dealer gives corresponding instructions to
                                                    Euroclear or Clearstream, Luxembourg. The parties (which
                                                    for this purpose shall include the Agent) may agree to
                                                    arrange for "free delivery" to be made through the
                                                    relevant clearing system if specified in the applicable
                                                    Pricing Supplement, in which case these Settlement
                                                    Procedures will be amended accordingly.

Issue Date                                          Euroclear and Clearstream, Luxembourg debit and credit
                                                    accounts in accordance with instructions received by
                                                    them.

                                                    The Agent pays to the Issuer for value on the Issue Date
                                                    the aggregate purchase moneys received by it to such
                                                    account of the Issuer as shall have been notified to the
                                                    Agent for the purpose.

On or subsequent                                    The Agent notifies the Issuer and Guarantor forthwith in
to the Issue Date                                   the event that a Dealer does not pay the purchase price due
                                                    from it in respect of a Note.

                                                    The Agent notifies the Issuer of the issue of Notes giving
                                                    details of the Global Note(s) and the  nominal amount
                                                    represented thereby.

                                                    The Agent confirms the issue of Notes to the relevant Stock
                                                    Exchange and any other relevant authority.

                                                    The relevant Dealer promptly notifies the Agent that the
                                                    distribution of the Notes purchased by it has been
                                                    completed. The Agent promptly notifies the Issuer, the
                                                    Guarantor, the relevant Dealers, Euroclear and
                                                    Clearstream, Luxembourg of the date of the end of the
                                                    Distribution Compliance Period with respect to the
                                                    relevant Tranche of Notes.

</TABLE>


<PAGE>


                                      118


<TABLE>
<CAPTION>
                                                              ANNEXE A

                                                               PART 2

                          SETTLEMENT PROCEDURES FOR ISSUES SUBSCRIBED PURSUANT TO A SUBSCRIPTION AGREEMENT


References below to the "Issuer" is to the "relevant Issuer".


Day                            Latest time           Action
<S>                            <C>                  <C>
No later than                                       The Issuer and the Guarantor may, subject to
Issue Date                                          the execution of the  Subscription Agreement
minus 10 (or                                        referred to below, agree terms with a Dealer
such other number                                   (which expression in this Part 2 includes any
of days agreed                                      entity to be appointed as a dealer under the
between the                                         Subscription Agreement referred to below) (the
Issuer, the Guarantor, the                          "Lead Manager") for the issue and purchase of
Lead Manager and the Agent)                         Notes to be subscribed pursuant to a Subscription
                                                    Agreement (whether pursuant to an unsolicited bid by
                                                    such Lead Manager or pursuant to an enquiry by the
                                                    Issuer). The Lead Manager may invite other Dealers
                                                    (new or additional) approved by the Issuer
                                                    and the Guarantor to join an underwriting syndicate
                                                    either on the basis of an invitation telex agreed
                                                    between the Issuer, the Guarantor and the Lead
                                                    Manager or on the terms of the Pricing Supplement
                                                    referred to below and the Subscription Agreement.
                                                    The Lead Manager and any such Dealers are together
                                                    referred to as the "Managers".

                                                    The Lead Manager instructs the Agent to obtain a
                                                    common code and ISIN from Euroclear or Clearstream,
                                                    Luxembourg. In the case of the first Tranche of Notes
                                                    of a Series, the Agent telephones Euroclear or
                                                    Clearstream, Luxembourg with a request for a
                                                    common code and ISIN for such Series and in the
                                                    case of a subsequent Tranche of Notes of that
                                                    Series the Agent telephones Euroclear or
                                                    Clearstream, Luxembourg with a request for a
                                                    temporary common code and ISIN for such Tranche.
                                                    Each Common Code and ISIN is notified by the Agent
                                                    to the Issuer and the Lead Manager.
</TABLE>


<PAGE>


                                      119

<TABLE>
<CAPTION>
<S>                           <C>                   <C>
Day                           Latest time           Action

                                                    The Issuer, the Guarantor and the Lead Manager
                                                    agree a form of Pricing Supplement prepared by or
                                                    on behalf of the Lead Manager (in substantially
                                                    the form of Annexe C) which is submitted to the
                                                    lawyers rendering a legal opinion in connection with
                                                    the relevant issue for approval. A draft
                                                    Subscription Agreement (in substantially the form of
                                                    Appendix E to the Program Agreement or such other
                                                    form as may be agreed between the Issuer, the
                                                    Guarantor and the Lead Manager) is also prepared.
                                                    The Subscription Agreement may, if so agreed, be
                                                    called by another name. The Lead Manager sends a
                                                    copy of the draft Subscription Agreement to
                                                    any other Manager at least two full days (as defined
                                                    in the Explanatory Notes to this Annexe A) before
                                                    the Subscription Agreement is intended to be signed.
                                                    At the same time the Lead Manager sends a copy of
                                                    the Offering Circular and Program Agreement
                                                    (together with such other items from the Initial
                                                    Documentation List as the Lead Manager deems
                                                    appropriate) to any other Manager which has not
                                                    previously received such documents. The
                                                    Subscription Agreement and Pricing Supplement are
                                                    agreed and executed and a copy of the Pricing
                                                    Supplement is sent by fax to the Agent which shall
                                                    act as the Agent's authorisation (including,
                                                    in the case of Floating Rate Notes, for the
                                                    purposes of rate fixing) to carry out the duties to
                                                    be carried out by it under these Settlement
                                                    Procedures and the Agency Agreement including
                                                    preparing, authenticating and issuing a Temporary
                                                    Global Note for the Tranche of Notes which is
                                                    to be purchased and in the case of the first Tranche
                                                    of a Series, where the Pricing Supplement does
                                                    not specify that such Temporary Global Note is
                                                    to be exchangeable only for Notes in definitive
                                                    form, a Permanent Global Note for such Series,
                                                    giving details of such Notes.

No later than                                       In the case of Notes to be listed on a Stock Exchange,
Issue Date                                          the Agent notifies or procure the notification to, the
minus 3                                             relevant Stock Exchange by fax or by hand of the details
                                                    of the Notes to be issued by sending the Pricing
                                                    Supplement to the relevant Stock Exchange and any
                                                    other relevant authority.
</TABLE>


<PAGE>


                                      120


<TABLE>
<CAPTION>
<S>                           <C>                   <C>
Day                           Latest time           Action


No later than                                       The Lead Manager instructs Euroclear and/or Clearstream,
Issue Date                                          Luxembourg to debit its account and pay the purchase price,
minus 2                                             against delivery of the Notes as instructed by the
                                                    Lead Manager to the account specified by the Issuer.

Day                           Latest time           Action

Issue Date                    3.00 p.m.             In the case of Floating Rate Notes, the Agent
minus 2                                             notifies Euroclear, Clearstream, Luxembourg, the
                                                    Issuer, the Guarantor, the relevant Stock Exchange
                                                    (if applicable) and the Lead Manager by telex
                                                    or fax of the Rate of Interest for the first
                                                    Interest Period (if already determined).
                                                    Where the Rate of Interest has not yet been
                                                    determined, this will be notified in accordance
                                                    with this paragraph as soon as it has been
                                                    determined.

Issue Date                    agreed time           The Agent prepares and authenticates a Temporary
minus 1 (in the                                     Global Note for each Tranche of Notes which is
case of pre-closed                                  to be purchased, and where required as specified
issues) or Issue                                    above, a Permanent Global Note in respect of the
Date (in any other                                  relevant Series. The conditions precedent in the
case) (the "Payment                                 Subscription Agreement and the Program Agreement are
Instruction Date")                                  satisfied and/or waived. The Temporary Global Note
                                                    and any such Permanent Global Note are then
                                                    delivered by the Agent to a common depositary for
                                                    Euroclear and Clearstream, Luxembourg and
                                                    instructions are given by the Agent (on behalf of
                                                    the Issuer) to the common depositary to hold the
                                                    Notes represented by such Temporary Global Note to
                                                    the Issuer's order.

                                                    The Lead Manager instructs the common depositary to
                                                    request Euroclear and/or Clearstream, Luxembourg to
                                                    credit such nominal amount of the relevant Tranche of
                                                    Notes to the accounts of the persons entitled
                                                    thereto with Euroclear or Clearstream, Luxembourg
                                                    against payment to the specified account of the
                                                    Issuer of the purchase price for the relevant
                                                    Tranche of Notes for value on the Issue Date. The
                                                    common depositary issues a  payment confirmation in
                                                    respect of this payment.

Issue Date                                          Payment is effected and Euroclear and/or Clearstream,
                                                    Luxembourg debit and credit accounts in accordance with
                                                    instructions received by them.

                                                    The Agent notifies the Issuer of the issue of
                                                    Notes giving details of the Global Note(s) and the
                                                    nominal amount represented thereby.
</TABLE>


<PAGE>


                                      121

<TABLE>
<CAPTION>
<S>                             <C>                     <C>
Day                           Latest time           Action


                                                    The Agent confirms the issue of Notes to the
                                                    relevant Stock Exchange and any other relevant
                                                    authority.

On or subsequent to the                             Each other Manager (if any) promptly notifies the Lead
Issue Date                                          Manager when the distribution of the Notes purchased
                                                    by it has been completed. The Lead Manager promptly
                                                    notifies the Agent upon completion of the
                                                    distribution of the Notes of the relevant
                                                    Tranche. The Agent promptly notifies the Issuer,
                                                    the Guarantor, the Lead Manager, Euroclear and
                                                    Clearstream, Luxembourg of the date of the end
                                                    of the Distribution Compliance Period with respect
                                                    to the relevant Tranche of Notes.
</TABLE>


<PAGE>


                                      122


          Explanatory Notes to Annexe A

     (a)  Each "day" is a day on which banks and foreign exchange markets are
          open for business in London, counted in reverse order from the
          proposed Issue Date.

     (b)  The Issue Date must be a Business Day. For the purposes of this
          Memorandum, "Business Day" means a day which is both:

          (i)  a day on which commercial banks and foreign exchange markets
               settle payments in London and any other place as is specified
               in the applicable Pricing Supplement (each an "Additional
               Business Centre"); and

          (ii) either (1) in relation to Notes denominated or payable in a
               Specified Currency other than euro, a day on which commercial
               banks and foreign exchange markets settle payments in the
               principal financial centre of the country of the relevant
               Specified Currency (if other than London or any Additional
               Business Centre) and which, if the Specified Currency is New
               Zealand Dollars, shall be Auckland) or (2) in relation to Notes
               denominated or payable in euro, a day on which the TARGET
               System is open. "TARGET System" means the Trans-European
               Automated Real-Time Gross Settlement Express Transfer (TARGET)
               System. Unless otherwise provided in the applicable Pricing
               Supplement, the principal financial centre for any currency
               shall be as provided in the 2000 ISDA Definitions, each as
               amended and updated as at the Issue Date of the first Tranche
               of Notes of the relevant Series and published by the
               International Swaps and Derivatives Association, Inc.

     (c)  Times given are the approximate times for the taking of the action
          in question and are references to London time.


<PAGE>


                                      123


                                   ANNEXE B

                         FORM OF DEALER'S CONFIRMATION
                   FOR ISSUES WITH NO SUBSCRIPTION AGREEMENT


[Date]

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

and:     CIBA SPECIALTY CHEMICALS HOLDING INC.

c.c.     JPMorgan Chase Bank



                    [CIBA SPECIALTY CHEMICALS CORPORATION/
                         CIBA SPECIALTY CHEMICALS PLC/
              CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH/
                  CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.]
        [Title of relevant Tranche of Notes (specifying type of Notes)]
    issued pursuant to the U.S.$2,000,000,000 Euro Medium Term Note Program
    -----------------------------------------------------------------------

We hereby confirm the agreement for the issue to us of [describe issue] Notes
due [ ] (the "Notes") under the above Program pursuant to the terms of issue
set out in the Pricing Supplement which we are faxing herewith.

[The selling commission in respect of the Notes will be [ ] per cent. of the
nominal amount of the Notes and will be deductible from the net proceeds of
the issue.]

The Notes are to be credited to [Euroclear/Clearstream, Luxembourg] account
number [ ] in the name of [Name of Dealer].

Please confirm your agreement to the terms of issue by signing and faxing to
us a copy of the following Pricing Supplement. Please also fax a copy of the
Pricing Supplement to the Agent.

For and on behalf of [Name of Dealer]

By:
    ________________________
    Authorised signatory


<PAGE>


                                      124


                                   ANNEXE C

                          FORM OF PRICING SUPPLEMENT

                                    [Date]
                    [Ciba Specialty Chemicals Corporation/
                         Ciba Specialty Chemicals PLC/
              Ciba Spezialitatenchemie Holding Deutschland GmbH/
                  Ciba Specialty Chemicals Eurofinance Ltd.]

             Issue of [Aggregate Nominal Amount of Tranche] [Title
               of Notes] Guaranteed by Ciba Specialty Chemicals
                                 Holding Inc.
                          under the USD 2,000,000,000
                         Euro Medium Term Note Program

  This document constitutes the Pricing Supplement relating to the issue of
Notes described herein. Terms used herein shall be deemed to be defined as
such for the purposes of the Conditions set forth in the Offering Circular
dated [ ]. This Pricing Supplement must be read in conjunction with such
Offering Circular.

[Include whichever of the following apply or specify as "Not Applicable"
(N/A). Note that the numbering should remain as set out below, even if "Not
Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics
denote directions for completing the Pricing Supplement.]

[If Notes issued by Ciba Specialty Chemicals PLC must be redeemed before the
first anniversary of their date of issue, the minimum redemption amount must
be (pound)100,000 or its equivalent in any other currency.

If Notes issued by any other Issuer (including Notes denominated in sterling),
in respect of which the issue proceeds are to be accepted in the United
Kingdom or whose issue otherwise constitutes a contravention of section 19 of
the Financial Services and Markets Act 2000, must be redeemed before the first
anniversary of their date of issue, the minimum redemption amount must be
(pound)100,000 or its equivalent in any other currency.]


<TABLE>
<CAPTION>

<S>                                         <C>
1.   (i)      Issuer:                       [       ]

     (ii)     Guarantor:                    Ciba Specialty Chemicals Holding Inc.

2.   (i)]     Series Number:                [       ]

     [(ii)    Tranche Number:               [       ]
                                            (If fungible with an
                                            existing Series, details
                                            of that Series,
                                            including the date on
                                            which the Notes become
                                            fungible)]

3.   Specified Currency or Currencies:      [       ]
</TABLE>


<PAGE>


                                      125

<TABLE>
<CAPTION>
<S>                                         <C>
4.   Aggregate Nominal Amount:

     - Tranche:                             [       ]
     - Series:                              [       ]

5.   Issue Price of Tranche:                [       ] percent

     [Net proceeds]                         (required only for listed issues)

6.   Specified Denominations:               [In the case of Notes with a  maturity  of 183 days or
                                            less   issued   by  (i)   Ciba   Specialty   Chemicals
                                            Corporation  and (ii) where  proceeds of the  issuance
                                            are   on-lent   to  a   U.S.   entity,   the   minimum
                                            denomination  for such Notes  shall be USD 500 000 (or
                                            the equivalent  thereof at exchange  rates  applicable
                                            on the relevant date of calculation)]

7.   [(i)]    Issue Date:                   [       ]

     (ii)     Interest Commencement Date
     (if different from the Issue Date):    [       ]]

8.   Maturity Date:                         [Fixed rate - specify date/
                                            Floating  rate -  Interest  Payment  Date  falling  in
                                            [specify month and year]]

9.   Interest Basis:                        [[   ] percent Fixed Rate]
                                            [[LIBOR/EURIBOR] +/- [ ] percent Floating
                                                Rate]
                                            [Zero Coupon]
                                            [Indexed Interest]
                                            [specify other]
                                            (further particulars specified below)

10.  Redemption/Payment Basis:              [Redemption at par]
                                            [Indexed Redemption]
                                            [Dual Currency]
                                            [Partly Paid]
                                            [Installment]
                                            [specify other]

11.  Change of Interest Basis or            [Specify  details of any provision for change of Notes
     Redemption/Payment Basis:              into another Interest Basis or Redemption/Payment Basis]

12.  Put/Call Options:                      [Investor Put]
                                            [Issuer Call]
                                            [(further particulars specified below)]

</TABLE>

<PAGE>


                                      126

13.  Listing:                               [Luxembourg/specify other/None]

14.  Method of distribution:                [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

<TABLE>
<CAPTION>
<S>                                         <C>
15.  FIXED RATE NOTE PROVISIONS             [Applicable/Not Applicable]
                                            (If not applicable, delete the remaining
                                            sub-paragraphs of this paragraph)

 (i)   Rate[(s)] of Interest:               [     ]  percent per annum [payable
                                            [annually/semi-annually/quarterly/monthly] in arrears]

         (ii)   Interest Payment Date(s):   [       ] in each year

         (iii)  Fixed Coupon Amount(s):     [       ] per [       ] in nominal amount

         (iv)   Broken Amount(s):           [Insert particulars of any initial or final broken
                                            interest amounts which do not correspond with the
                                            Fixed Coupon Amounts]

         (v)    Fixed Day Count Fraction:   [30/360 or Actual/Actual (ISMA) or specify other]
                                            (Note that if  interest is not payable on a regular
                                            basis (for example, if there are Broken Amounts
                                            specified) Actual/Actual (ISMA) will not be a
                                            suitable Fixed Day Count Fraction)

         (vi)   Interest Determination      [       ] in each year
                Date(s):                    [Insert interest payment dates except where there
                                            are long or short periods. In these cases,
                                            insert regular interest payment dates]
                                            (NB: Only relevant where Day Count Fraction is
                                            Actual/Actual (ISMA))

         (vii)  Other terms relating to
                the method of calculating
                interest for Fixed
                Rate Notes:                 [None/Give details]

16.      FLOATING RATE NOTE PROVISIONS      [Applicable/Not Applicable]
                                            (If not applicable, delete the remaining
                                            sub-paragraphs of this paragraph)

         (i)    Specified Period(s)/
                Specified Interest Payment
                Dates:                      [       ]
</TABLE>


<PAGE>


                                      127

<TABLE>
<CAPTION>
<S>                                         <C>
         (ii)   Business Day Convention:    [Floating  Rate Convention/Following Business Day
                                            Convention/Modified Following Business Day
                                            Convention/Preceding Business Day Convention/[specify
                                            other]]

         (iii)  Additional Business
                Center(s):                  [       ]

         (iv)   Manner in which the Rate
                of Interest and Interest
                Amount is to be determined: [Screen Rate Determination/ISDA Determination/
                                            specify other]
         (v)    Party responsible for
                calculating the Rate of
                Interest and Interest
                Amount (if not the
                Principal Paying Agent):    [       ]

         (vi)   Screen Rate Determination:

                - Reference Rate:           [       ]
                                            (Either LIBOR, EURIBOR
                                            or other, although
                                            additional information
                                            is required if other -
                                            including fallback
                                            provisions in the Agency
                                            Agreement)

                - Interest Determination    [       ]
                Date(s):                    (Second London business
                                            day prior to the start
                                            of each Interest Period
                                            if LIBOR and second
                                            TARGET day prior to the
                                            start of each Interest
                                            Period if EURIBOR)

                - Relevant Screen Page:     [       ]
                                            (in the case of EURIBOR, if not Telerate
                                            248 ensure it is a page which shows
                                            a composite rate)

         (vii)  ISDA Determination:

                - Floating Rate Option:     [       ]

                - Designated Maturity:      [       ]

                - Reset Date(s):            [       ]

         (viii) Margin(s):                  [+/-] [       ] percent per annum

         (ix)   Minimum Rate of Interest:   [       ] percent per annum
</TABLE>


<PAGE>


                                      128


<TABLE>
<CAPTION>
<S>                                         <C>

         (x)    Maximum Rate of Interest:   [       ] percent per annum

         (xi)   Floating Day Count Fraction:[       ]

         (xii)  Fall back provisions,
                rounding provisions and any
                other terms relating to the
                method of calculating
                interest on Floating Rate
                Notes, if different from
                those set out in the
                Conditions:                 [       ]

17.      ZERO COUPON NOTE PROVISIONS        [Applicable/Not Applicable]
                                            (If not applicable, delete the
                                            remaining sub-paragraphs of this
                                            paragraph)

         (i)    Accrual Yield:                      [       ] percent per annum

         (ii)   Reference Price:                    [       ]

         (iii)  Any other formula/basis of
                determining amount payable:         [       ]
                                                    (Consider applicable day count fraction if euro
                                                    denominated)

18.      Indexed Interest Note Provisions           [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)

         (i)    Index/Formula:                      [give or annex details]

         (ii)   Calculation Agent responsible for
                calculating the principal and/or
                interest due:                       [       ]

         (iii)  Provisions for determining coupon
                where calculation by reference to
                Index and/or Formula is             [       ]
                impossible or impracticable:

         (iv)   Specified Period(s)/Specified       [       ]
                Interest Payment Dates:

         (v)    Business Day Convention:            [Floating Rate Convention/Following Business Day
                                                    Convention/Modified Following Business Day
                                                    Convention/Preceding Business Day Convention/specify
                                                    other]
</TABLE>


<PAGE>


                                      129

<TABLE>
<CAPTION>
<S>                                                 <C>
         (vi)   Additional Business Center(s):      [       ]

         (vii)  Minimum Rate of Interest:           [       ] percent per annum

         (viii) Maximum Rate of Interest:           [       ] percent per annum

         (ix)   Floating Day Count Fraction:        [       ]

19.      Dual Currency Note Provisions              [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)

         (i)     Rate of Exchange/method of
                calculating Rate of Exchange:       [give details]

         (ii)   Calculation Agent, if any,
                responsible for calculating the
                principal and/or interest due:      [       ]

         (iii)  Provisions applicable where
                calculation by reference to Rate
                of Exchange is impossible or        [       ]
                impracticable:

         (iv)   Person at whose option Specified
                Currency(ies) is/are payable:       [       ]


PROVISIONS RELATING TO REDEMPTION

20.      Issuer Call:                               [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)

         (i)    Optional Redemption Date(s):        [       ]

         (ii)   Optional Redemption Amount(s)
                and method, if any, of
                calculation of such amount(s):      [       ]

         (iii)  If redeemable in part:

                (a)      Minimum Redemption Amount  [       ]
</TABLE>


<PAGE>


                                      130

<TABLE>
<CAPTION>
<S>                                                 <C>
                (b)       Higher Redemption Amount  [       ]

         (iv)   Notice period (if other than as
                set out in the Conditions):         [       ]

21.      Investor Put:                              [Applicable/Not Applicable]
                                                    (If not applicable, delete  the remaining
                                                    sub-paragraphs of this paragraph)

         (i)    Optional Redemption Date(s):        [       ]

         (ii)   Optional Redemption Amount(s) and
                method, if any, of calculation of
                such amount(s):                     [       ]
         (iii)  Notice period (if other than as
                set out in the Conditions):         [       ]

22.      Final Redemption Amount                    [Par/specify other/see Appendix]

23.      Early Redemption Amount(s) payable on
         redemption for taxation reasons or on
         event of default and/or the method of
         calculating the same (if required or if
         different from that set out in Condition
         6(f)):                                     [       ]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.      Form of Notes:                             Temporary Global Note exchangeable for a
                                                    Permanent Global Note which is exchangeable for
                                                    Definitive Notes [on 60 days notice given at any
                                                    time/only upon an Exchange   Event] [n.b. the
                                                    latter option is not available to Ciba Specialty
                                                    Chemicals Corporation or where proceeds are to be
                                                    on-lent to a United States entity].

                                                    [Temporary Global Note exchangeable for
                                                    Definitive Notes on and after the Exchange Date.]

25.      Additional Financial Center(s) or other
         special provisions relating to Payment
         Dates:                                     [Not Applicable/give details] (Note that this item
                                                    relates to the place of payment and not
                                                    Interest Period end dates to which item 16(iii) relates)
</TABLE>


<PAGE>


                                     131

<TABLE>
<CAPTION>
<S>                                                 <C>
26.      Talons for future Coupons or Receipts to
         be attached to Definitive Notes (and dates
         on which such Talons mature):              [Yes/No. If yes, give details]

27.      Details relating to Partly Paid Notes:
         amount of each payment comprising the
         Issue Price and date on which each
         payment is to be made and, if different
         from those specified in the Temporary
         Global Note, consequences of failure to
         pay, including any right of the Issuer     [Not Applicable/give details]
         to forfeit the Notes and interest due on
         late payment:

28.      Details relating to Installment Notes:

         amount of each installment, date on which
         each payment is to be made:                [Not Applicable/give details]

29.      Redenomination applicable:                 Redenomination [not] applicable
                                                    (If Redenomination is
                                                    applicable, specify
                                                    either the applicable
                                                    Fixed Day Count Fraction
                                                    or any provisions
                                                    necessary to deal with
                                                    floating rate interest
                                                    calculation (including
                                                    alternative
                                                    reference rates))

30.      Details relating to Installment Notes:
         Specify Installment Amounts and
         Installment Dates:                         [Not Applicable/give details]

31.      Other terms or special conditions:         [Not Applicable/give details]

DISTRIBUTION

32.      (i)      If syndicated, names of Managers: [Not Applicable/give names]

         (ii)     Stabilizing Manager (if any):     [Not Applicable/give name]

33.     If non-syndicated, name of relevant Dealer: [Not Applicable/give name]

34.     Whether TEFRA D rules applicable or TEFRA   [TEFRA D/TEFRA not applicable]
         rules not applicable:
</TABLE>


<PAGE>


                                     132

<TABLE>
<CAPTION>
<S>                                                 <C>
35.      Additional selling restrictions:           [Not Applicable/give details]

OPERATIONAL INFORMATION

36.      Any clearing system(s) other than
         Euroclear and Clearstream, Luxembourg and  [Not Applicable/give
         the relevant identification number(s):     name(s) and number(s)]

37.      Delivery:                                  Delivery [against/free of] payment

38.      Additional Paying Agent(s) (if any):       [       ]

SPECIFIC PROVISIONS FOR ISSUES OF NOTES BY CIBA SPECIALTY CHEMICALS
EUROFINANCE LTD. ONLY(1)

39.      The following additional disclosure is
         required by Bermuda Law:                   SPECIFY, IF APPLICABLE:
                                                    [The minimum subscription amount
                                                    which must be raised from the issue of Notes
                                                    by Ciba Specialty Chemicals Eurofinance
                                                    Ltd. under this offer required for (a) the
                                                    payment of expenses of the Issuer (b) working
                                                    capital purposes for the Issuer and (c) the other
                                                    matters referred to in Section 28 of the
                                                    Bermuda Companies Act 1981 is US$[ ]/There is
                                                    no minimum subscription amount which must be
                                                    raised from the issue of Notes by Ciba Specialty
                                                    Chemicals Eurofinance Ltd [has not] borrowed
                                                    any money in respect of the foregoing matters.
                                                    Ciba Specialty Chemicals Eurofinance Ltd. [is/is
                                                    not] responsible for its own expenses in
                                                    connection with the offer.

</TABLE>



_______________________________________________________________________________
ISIN:                                                 [       ]
Common Code:                                          [       ]
_______________________________________________________________________________


[LISTING APPLICATION

This Pricing Supplement comprises the details required to list the issue of
Notes described herein pursuant to the listing of the USD 2,000,000,000 Euro
Medium Term Note Program of Ciba Specialty Chemicals Corporation/Ciba
Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba
Speciality Chemicals Eurofinance Ltd.]



_________________________

(1)  Offers of Notes issued by Ciba Specialty Chemicals Eurofinance Ltd. may
     be subject to additional disclosure requirements to satisfy Bermudian
     prospectus requirements.



<PAGE>


                                     133


RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information
contained in this Pricing Supplement.

Signed on behalf of the Issuer:              Signed on behalf of the Guarantor:

By:_______________________________           By:________________________________
    Duly authorized                              Duly authorized

                                             By:________________________________
                                                 Duly authorized


<PAGE>


                                     134


                                   ANNEXE D

                  TRADING DESK AND ADMINISTRATIVE INFORMATION

The Issuers

CIBA SPECIALTY CHEMICALS CORPORATION
560 White Plains Road
PO Box 2005
Tarrytown, New York
10591-9005

Telephone:           +1 914 785 2000
Telefax:             +1 914 785 2650
Attention:           Treasurer


CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

Telephone:           +44 1625 888 220
Telefax:             +44 1625 888 380
Attention:           Treasurer


CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

Telephone:           +49 6206 152810
Telefax:             +49 6206 152816
Attention:           Treasurer

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


<PAGE>


                                     135



By:

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


The Dealers

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

Telephone:                 +44 20 7888 4021
Telefax                    +44 20 7905 6128
Attention:                 MTN Trading


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

Telephone:                 +44 20 7545 2761
Telex:                     94 01 5555 DBLN G
Telefax: +44 20 7541 2761
Attention:                 MTN Desk


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

Telephone:                 +44 20 7774 2295
Telex:                     94012165 GSHH G
Telefax: +44 20 7774 5711
Attention:                 Euro Medium Term Note Desk


<PAGE>


                                     136


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

Telephone:                 +44 20 7779 3469
Telex:                     8954804 MGLTD G
Telefax: +44 20 7325 8225
Attention:                 Euro Medium Term Note Desk


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


THE AGENT

JPMorgan Chase Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT

Telephone:                 +44 1202 347430
Telex:                     8954681 CMB G
Telefax:                   +44 1202 347438
Attention:                 Manager, Institutional Trust Services


<PAGE>


                                     137


                                  SIGNATORIES


THE ISSUERS

CIBA SPECIALTY CHEMICALS CORPORATION
560 White Plains Road
PO Box 2005
Tarrytown, New York
10591-9005


Telephone:                 +1 914 785 2000
Telefax:                   +1 914 785 2650
Attention:                 Treasurer


By:      OLIVER STRUB                       KIRK ERSTLING

CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

Telephone:                 +44 1625 888 220
Telefax:                   +44 1625 888 380
Attention:                 Treasurer


By:      OLIVER STRUB                       KIRK ERSTLING


CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

Telephone:                 +49 6206 152 810
Telefax:                   +49 6206 152 816
Attention:                 Treasurer


By:      OLIVER STRUB                       KIRK ERSTLING


<PAGE>


                                     138


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 Agent

JPMORGAN CHASE BANK, LONDON BRANCH
Trinity Tower
9 Thomas More Street
London E1W 1YT

Telephone:                 +44 1202 347430
Telex No:                  8954681 CMB G
Telefax No:                +44 1202 347438
Attention:                 Manager, Institutional Trust Services

By:      ANDREW DELLOW


<PAGE>


                                      139


THE LUXEMBOURG PAYING AGENT

J.P. MORGAN BANK LUXEMBOURG S.A.
5 rue Plaetis
L-2338
Luxembourg

All communications should be sent care of the Agent


By:      ANDREW DELLOW


<PAGE>


                                CONFORMED COPY



                            Dated 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 -

                              JPMORGAN CHASE BANK
                                   as Agent

                                    - and -

                       J.P. MORGAN BANK LUXEMBOURG S.A.
                                as Paying Agent


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

                               AGENCY 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.   Appointment of Agent and Paying Agents..................................7
3.   Issue of Temporary Global Notes.........................................8
4.   Determination of Exchange Date, issue of Permanent Global Notes and
       Definitive Notes and determination of end of Distribution
       Compliance Period.....................................................9
5.   Issue of Definitive Notes..............................................11
6.   Terms of Issue.........................................................11
7.   Payments...............................................................12
8.   Determinations and notifications in respect of Notes and Interest
       Determination........................................................14
9.   Notice of any withholding or deduction.................................16
10.  Duties of the Agent in connection with early redemption................16
11.  Receipt and Publication of Notices.....................................17
12.  Cancellation of Notes, Receipts, Coupons and Talons....................17
13.  Issue of replacement Notes, Receipts, Coupons and Talons...............18
14.  Copies of documents available for inspection...........................20
15.  Meetings of Noteholders................................................20
16.  Commissions and expenses...............................................20
17.  Indemnity..............................................................21
18.  Repayment by the Agent.................................................21
19.  Conditions of appointment..............................................21
20.  Communication between the parties......................................22
21.  Changes in Agent and other Paying Agents...............................23
22.  Merger and consolidation...............................................24
23.  Notification of changes to Paying Agents...............................25
24.  Change of specified office.............................................25
25.  Notices................................................................25
26.  Taxes and stamp duties.................................................26
27.  Currency indemnity.....................................................26
28.  Amendments.............................................................26
29.  Descriptive headings...................................................27
30.  Contracts (Rights of Third Parties) Act 1999...........................27
31.  Governing law and submission to jurisdiction...........................27
32.  Counterparts...........................................................27

Schedules

Appendix A..................................................................28

Form of Calculation Agency Agreement........................................28
1.       Terms and Conditions of the Notes..................................38
2.       Forms of Global and Definitive Notes, Receipts, Coupons and Talons.61
3.       Form of Deed of Guarantee..........................................96
4.       Provisions for Meetings of Noteholders............................101
5.       Form of Put Notice................................................108
6.       Operating & Administrative Procedures Memorandum..................110

Signatories................................................................134