EXHIBIT 2.2


C L I F F O R D
C H A N C E
                                                  LIMITED LIABILITY PARTNERSHIP


                                                                 CONFORMED COPY


                     SYNGENTA LUXEMBOURG FINANCE (#2) S.A.
                                  (as Issuer)

                                    - and -

                                  SYNGENTA AG
                                (as Guarantor)

                                    - and -

                J.P. MORGAN TRUSTEE DEPOSITARY COMPANY LIMITED
                                 (as Trustee)


              ---------------------------------------------------
                                  TRUST DEED
                                  Relating to
           (euro)800,000,000 5.50 per cent. Guaranteed Notes due 2006
           (euro)350,000,000 Guaranteed Floating Rate Notes due 2003
              ---------------------------------------------------


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                                   CONTENTS
CLAUSE                                                                     PAGE

1.  Definitions And Interpretation ...........................................1
2.  Covenant To Repay ........................................................8
3.  The Original Notes.......................................................11
4.  Guarantee And Indemnity .................................................12
5.  Covenant To Comply With Trust Deed And Schedules.........................14
6.  Covenants By The Issuer And The Guarantor ...............................14
7.  Amendments...............................................................17
8.  Enforcement..............................................................22
9.  Application Of Moneys....................................................23
10. Terms Of Appointment.....................................................25
11. Costs And Expenses.......................................................31
12. Appointment And Retirement ..............................................34
13. Notices..................................................................36
14. Law And Jurisdiction.....................................................37
15. Severability.............................................................38
16. Contracts (Rights Of Third Parties) Act 1999.............................38
17. Counterparts.............................................................38

SCHEDULE 1 ..................................................................39
     Part A Form Of Temporary Global Note....................................39
     Part B Form Of Permanent Global Note ...................................49

SCHEDULE 2 ..................................................................56
     Part A Form Of Definitive Note .........................................56
     Part B Terms And Conditions Of The Tranche A Notes .....................59
     Part C Terms And Conditions Of The Tranche B Notes .....................67
     Part D Form Of Coupon...................................................76

SCHEDULE 3 PROVISIONS FOR MEETINGS OF NOTEHOLDERS............................78


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THIS TRUST DEED is made on 10 July 2001

BETWEEN:

(1)  SYNGENTA LUXEMBOURG FINANCE (#2) S.A. (the "Issuer");

(2)  SYNGENTA AG (the "Guarantor"); and,

(3)  J.P. MORGAN TRUSTEE AND DEPOSITARY COMPANY LIMITED (the "Trustee", which
     expression includes, where the context admits, all persons for the time
     being the trustee or trustees of this Trust Deed).

WHEREAS

(A)  The Issuer has authorised the creation and issue of (i) 800,000,000 in
     aggregate principal amount of 5.50 per cent. Guaranteed Notes due 2006
     (the "Tranche A Notes") and (ii) 350,000,000 in aggregate principal amount
     of Guaranteed Floating Rate Notes due 2003 (the "Tranche B Notes"), each
     to be constituted by this Trust Deed.

(B)  The Guarantor has authorised the giving of its guarantee in relation to
     the Tranche A Notes and the Tranche B Notes.

(C)  The Trustee has agreed to act as trustee of this Trust Deed on the
     following terms and conditions.

NOW THIS DEED WITNESSES AND IT IS HEREBY DECLARED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions.

     In this Trust Deed the following expressions have the following meanings:

     "Appointee" means any delegate, agent, nominee or custodian appointed
     pursuant to the provisions of this Trust Deed;

     "Authorised Signatory" means:

     (a)  in relation to the Issuer, any director of the Issuer or any other
          person or persons notified to the Trustee by any director of the
          Issuer as being an Authorised Signatory pursuant to Clause 6.15
          (Authorised Signatories); and

     (b)  in relation to the Guarantor, any director of the Guarantor or any
          other person or persons notified to the Trustee by any director of
          the Guarantor as being an Authorised Signatory pursuant to Clause
          6.15 (Authorised Signatories);

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

     "Conditions" means:


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      (i) in relation to the Original Tranche A Notes, the terms and conditions
          to be endorsed on the Original Tranche A Notes, in the form or
          substantially in the form set out in Part B of Schedule 2;

     (ii) in relation to the Original Tranche B Notes, the terms and conditions
          to be endorsed on the Original Tranche B Notes, in the form or
          substantially in the form set out in Part C of Schedule 2; and

    (iii) in relation to any Further Notes, the terms and conditions endorsed
          on such Further Notes in accordance with the supplemental deed
          relating thereto or substantially in the form set out or referred to
          in the supplemental deed relating thereto,

     as any of the same may from time to time be modified in accordance with
     this Trust Deed and any reference in this Trust Deed to a particular
     numbered Condition shall be construed in relation to the Original Notes
     accordingly and any reference in this Trust Deed to a particular numbered
     Condition in relation to any Further Notes shall be construed as a
     reference to the provision (if any) in the Conditions of such Further
     Notes which corresponds to the particular numbered Condition of the
     Original Notes.

     "Couponholder" means the holder of a Coupon;

     "Coupons" means the bearer interest coupons appertaining to the Notes or,
     as the context may require, a specific number thereof and includes any
     replacement Coupons issued pursuant to Condition 10 (Replacement of Notes
     and Coupons);

     "Eur" "euro" and " " means the single currency introduced in the member
     states of the European Union which adopted such currency at the start of
     the third stage of the European Economic and Monetary Union pursuant to
     the Treaty establishing the European Communities, as amended;

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
     System;

     "Event of Default" means any one of the circumstances described in
     Condition 8 (Events of Default) but (in the case of the happening of any
     of the events described in Conditions 8(b), 8(c), 8(d), 8(e), 8(f), 8(g)
     or 8(h)(ii) thereof) only if such event has been, pursuant to the
     provisions of Condition 8 (Events of Default), certified by the Trustee to
     be materially prejudicial to the interests of Noteholders;

     "Extraordinary Resolution" has the meaning set out in Schedule 3;

     "Further Notes" means any notes or debt securities of the Issuer
     constituted by a deed supplemental to this Principal Trust Deed pursuant
     to Clause 2.3 (Further Issues) and for the time being outstanding or, as
     the context may require, a specific number thereof and includes any global
     note or evidence of indebtedness which has not for the time being been
     exchanged for such notes or debt securities and any replacement notes or
     debt securities issued pursuant to Condition 10 (Replacement of Notes and
     Coupons);


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     "Holding Company"; a company is a "holding company" of another company if
     it:

     (a)  holds a majority of the voting rights in that other company, or

     (b)  is a member of that other company and has the right to appoint or
          remove a majority of that other company's board of directors, or

     (c)  is a member of that other company and controls alone, pursuant to an
          agreement with other shareholders or members, a majority of the
          voting rights in that other company,

     or if it is a holding company of a company which is itself a holding
     company of that other company;

     "Liabilities" means any loss, damage, cost, charge, claim, demand,
     expense, judgment, action, proceeding or other liability whatsoever
     (including, without limitation, in respect of taxes, duties, levies,
     imposts and other charges) and including any value added tax or similar
     tax charged or chargeable in respect thereof and legal fees and expenses
     on a full indemnity basis;

     "Noteholder" means an Original Noteholder or holder of Further Notes;

     "Notes" means the Original Notes and any Further Notes save that in
     Schedules 1 and 2 "Notes" means the Original Notes and any Further Notes
     forming a single issue therewith and the words "Coupons", "Noteholders"
     and "Couponholders" where used therein shall be construed accordingly;

     "Original Coupons" means the bearer interest coupons in or substantially
     in the form set out in Part D of Schedule 2 appertaining to the Original
     Notes and for the time being outstanding or as the context may require a
     specific number thereof and includes any replacement Original Coupons
     issued pursuant to Condition 10 (Replacement of Notes and Coupons);

     "Original Couponholder" and (in relation to a Coupon) "holder" means the
     bearer of an Original Coupon;

     "Original Tranche A Global Notes" means the Original Tranche A Temporary
     Global Note and the Original Tranche A Permanent Global Note to be issued
     pursuant to Clause 3.1 (Global Notes) in the form or substantially in the
     form set out in Schedule 1;

     "Original Tranche B Global Notes" means the Original Tranche B Temporary
     Global Note and the Original Tranche B Permanent Global Note to be issued
     pursuant to Clause 3.1 (Global Notes) in the form or substantially in the
     form set out in Schedule 1;

     "Original Noteholder" and (in relation to a Note) "holder" means the
     bearer of an Original Note;


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     "Original Notes" means the Original Tranche A Notes and/or the Original
     Tranche B Notes, as the context may require;

     "Original Tranche A Notes" means the bearer notes in the denominations of
     (euro)1,000, (euro)10,000 and (euro)100,000 each comprising the Tranche A
     Notes constituted by this Trust Deed, in or substantially in the form set
     out in Schedules 1 and 2, and for the time being outstanding or, as the
     case may be, a specific number thereof and includes any replacement
     Original Tranche A Notes issued pursuant to Condition 10 (Replacement of
     Notes and Coupons) and (except for the purposes of Clause 3.1 (Global
     Notes) and 3.3 (Signature)) the Original Tranche A Global Notes for so
     long as they have not been exchanged in accordance with the terms thereof;

     "Original Tranche B Notes" means the bearer notes in the denominations of
     (euro)1,000, (euro)10,000 and (euro)100,000 each comprising the Tranche B
     Notes constituted by this Trust Deed, in or substantially in the form set
     out in Schedules 1 and 2, and for the time being outstanding or, as the
     case may be, a specific number thereof and includes any replacement
     Original Tranche B Notes issued pursuant to Condition 10 (Replacement of
     Notes and Coupons) and (except for the purposes of Clause 3.1 (Global
     Notes) and 3.3 (Signature)) the Original Tranche B Global Notes for so
     long as they have not been exchanged in accordance with the terms thereof;

     "Original Permanent Global Notes" means the Original Tranche A Permanent
     Global Note and/or the Original Tranche B Permanent Global Note;

     "Original Tranche A Permanent Global Note" means the Original Tranche A
     Permanent Global Note to be issued pursuant to Clause 3.1 (Global Notes)
     in the form or substantially in the form set out in Part B of Schedule 1;

     "Original Tranche B Permanent Global Note" means the Original Tranche B
     Permanent Global Note to be issued pursuant to Clause 3.1 (Global Notes)
     in the form or substantially in the form set out in Part B of Schedule 1;

     "Original Temporary Global Note" means the Original Tranche A Temporary
     Global Note and/or the Original Tranche B Temporary Global Note;

     "Original Tranche A Temporary Global Note" means the Original Tranche A
     Temporary Global Note to be issued pursuant to Clause 3.1 (Global Notes)
     in the form or substantially in the form set out in Part A of Schedule 1;

     "Original Tranche B Temporary Global Note" means the Original Tranche B
     Temporary Global Note to be issued pursuant to Clause 3.1 (Global Notes)
     in the form or substantially in the form set out in Part A of Schedule 1;

     "outstanding" means, in relation to the Notes of any series, all the Notes
     of that series other than:

     (a)  those which have been redeemed in accordance with this Trust Deed;


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     (b)  those in respect of which the date for redemption in accordance with
          the provisions of the Conditions has occurred and for which the
          redemption moneys (including all interest accrued thereon to the date
          for such redemption) have been duly paid to the Trustee or the
          Principal Paying Agent in the manner provided for in the Paying
          Agency Agreement (and, where appropriate, notice to that effect has
          been given to the relative Noteholders in accordance with Condition
          15 (Notices)) and remain available for payment in accordance with the
          Conditions;

     (c)  those which have been purchased and surrendered for cancellation as
          provided in Condition 5 (Redemption and Purchase) and notice of the
          cancellation of which has been given to the Trustee;

     (d)  those in respect of which claims for principal have become void under
          Condition 9 (Prescription);

     (e)  those mutilated or defaced Notes which have been surrendered or
          cancelled and in respect of which replacement Notes have been issued
          pursuant to Condition 10 (Replacement of Notes and Coupons);

     (f)  (for the purpose only of ascertaining the amount of the Notes
          outstanding and without prejudice to the status for any other purpose
          of the relevant Notes) those Notes which are alleged to have been
          lost, stolen or destroyed and in respect of which replacements have
          been issued pursuant to Condition 10 (Replacement of Notes and
          Coupons);

     provided that for each of the following purposes, namely:

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

     (ii) the determination of how many and which Notes are for the time being
          outstanding for the purposes of Clauses 8.1 (Legal Proceedings) and
          7.1 (Waiver), Conditions 8 (Events of Default) and 12 (Meetings of
          Noteholders; Modification and Waiver; Substitution) and Schedule 3;
          and

    (iii) any discretion, power or authority, whether contained in this Trust
          Deed or provided by law, which the Trustee is required to exercise in
          or by reference to the interests of the Noteholders or any of them,

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

     "Paying Agency Agreement" means, in relation to the Notes of any relevant
     series, the agreement appointing the initial Paying Agents in relation to
     such Notes and any other agreement for the time being in force appointing
     Successor paying agents in relation to such Notes, together with any
     agreement for the time being in force


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     amending or modifying with the prior written approval of the Trustee any
     of the aforesaid agreements in relation to such Notes;

     "Paying Agents" means, in relation to the Notes of any series the several
     institutions (including, where the context permits, the Principal Paying
     Agent) at their respective Specified Offices initially appointed pursuant
     to the relative Paying Agency Agreement and/or, if applicable, any
     Successor paying agents, in relation to such Notes at their respective
     Specified Offices;

     "Permanent Global Notes" means the Original Permanent Global Notes and any
     other permanent global note representing the Further Notes or any of them;

     "Potential Event of Default" means an event or circumstance which would,
     with the giving of notice, lapse of time, the issuing of a certificate
     and/or fulfilment of any other requirement provided for in Condition 8
     (Event of Default), become an Event of Default;

     "Principal Paying Agent" means, in relation to the Notes of any series,
     the institution at its Specified Office initially appointed as principal
     paying agent in relation to such Notes pursuant to the relative Paying
     Agency Agreement or, if applicable, any Successor principal paying agent
     in relation to such Notes at its Specified Office;

     "Principal Trust Deed" means the Trust Deed constituting the Original
     Notes;

     "repay" shall include "redeem" and vice versa and "repaid", "repayable",

     "repayment", "redeemed", "redeemable" and "redemption" shall be construed
     accordingly;

     "Specified Office" means, in relation to any Paying Agent, either the
     office identified with its name in the Conditions of the Notes of the
     relevant series or any other office notified to any relevant parties
     pursuant to the Paying Agency Agreement;

     "Subsidiary" means a subsidiary or subsidiary undertaking of the Issuer or
     the Guarantor whose affairs are for the time being required to be fully
     consolidated in the consolidated accounts of the Issuer or (as the case
     may be) the Guarantor;

     "Successor" means, in relation to the Paying Agents, such other or further
     person, as may from time to time be appointed pursuant to the Paying
     Agency Agreement as a Paying Agent;

     "Successor in Business" means, in relation to the Issuer or the Guarantor
     any company which effectively assumes all of the obligations of the Issuer
     or, as applicable, the Guarantor under, or in respect of, this Trust Deed
     and the Notes and which:

     (a)  owns beneficially the whole or substantially the whole of the
          undertaking, property and assets owned by the relevant Issuer or the
          Guarantor, as the case may be, immediately prior thereto; and


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     (b)  carries on, as successor to the relevant Issuer or the Guarantor, as
          the case may be, the whole or substantially the whole of the business
          carried on by the relevant Issuer or the Guarantor, as the case may
          be, immediately prior thereto;

     "Temporary Global Notes" means the Original Temporary Global Notes and any
     other temporary global notes representing the Further Notes or any of
     them;

     "this Trust Deed" means this Principal Trust Deed and the Schedules (as
     from time to time modified in accordance with the provisions contained
     herein) and (unless the context requires otherwise) includes any deed or
     other document executed in accordance with the provisions hereof (as from
     time to time modified as aforesaid) and expressed to be supplemental
     hereto;

     "Trustee Acts" means both the Trustee Act 1925 and the Trustee Act 2000;

     "UK Listing Authority" means the Financial Services Authority in its
     capacity as the competent authority for the purposes of Part IV of the
     Financial Services Act 1986; and

     "Written Resolution" means a resolution in writing signed by or on behalf
     of all holders of Notes who for the time being are entitled to receive
     notice of a meeting in accordance with the provisions of this Trust Deed
     whether contained in one document or several documents in like or
     substantially like form, each signed by or on behalf of one or more such
     holders of the Notes.

1.2  Principles of interpretation

     In this Trust Deed references to:

     1.2.1 Statutory modification: a provision of any statute shall be deemed
           also to refer to any statutory modification or re-enactment thereof
           or any statutory instrument, order or regulation made thereunder or
           under such modification or re-enactment;

     1.2.2 Additional amounts: principal and/or interest in respect of the
           Notes shall be deemed also to include references to any additional
           amounts which may be payable under Condition 7 (Taxation);

     1.2.3 Tax: costs, charges or expenses shall include any value added tax or
           similar tax charged or chargeable in respect thereof;

     1.2.4 Enforcement of rights: an action, remedy or method of judicial
           proceedings for the enforcement of rights of creditors shall
           include, in respect of any jurisdiction other than England,
           references to such action, remedy or method of judicial proceedings
           for the enforcement of rights of creditors available or appropriate
           in such jurisdictions as shall most nearly approximate thereto;


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     1.2.5 Clauses and Schedules: a Schedule or a Clause or sub-clause,
           paragraph or sub-paragraph is, unless otherwise stated, to a
           schedule hereto or a clause or sub-clause, paragraph or
           sub-paragraph hereof respectively;

     1.2.6 Principal: principal shall, when applicable, include premium;

     1.2.7 Clearing systems: Euroclear and/or Clearstream, Luxembourg shall,
           wherever the context so admits, be deemed to include references to
           any additional or alternative clearing system approved by the
           Issuer, the Guarantor and the Trustee;

     1.2.8 Trust Corporation: a trust corporation denotes a corporation
           entitled by rules made under the Public Trustee Act 1906 to act as a
           custodian trustee or entitled pursuant to any other legislation
           applicable to a trustee in any jurisdiction other than England to
           act as trustee and carry on trust business under the laws of the
           country of its incorporation; and

     1.2.9 Gender: words denoting the masculine gender shall include the
           feminine gender also, words denoting individuals shall include
           companies, corporations and partnerships and words importing the
           singular number only shall include the plural and in each case vice
           versa.

1.3  The Conditions

     In this Trust Deed, unless the context requires or the same are otherwise
     defined, words and expressions defined in the Conditions and not otherwise
     defined herein shall have the same meaning in this Trust Deed.

1.4  Headings

     The headings and sub-headings are for ease of reference only and shall not
     affect the construction of this Trust Deed.

1.5  The Schedules

     The schedules are part of this Trust Deed and shall have effect
     accordingly.

2.   COVENANT TO REPAY

2.1  Covenant to Repay

     The Issuer covenants with the Trustee that it will, as and when the
     Original Notes or any of them become due to be redeemed or any principal
     on the Original Notes or any of them becomes due to be repaid in
     accordance with the Conditions, unconditionally pay or procure to be paid
     to or to the order of the Trustee in euro in accordance with the
     Conditions and in immediately available funds the principal amount of the
     Original Notes or any of them becoming due for redemption or repayment on
     that date and shall (subject to the provisions of the Conditions) until
     all such payments (both before and after judgment or other order) are duly
     made unconditionally pay or procure to be paid to or to the order of the
     Trustee as aforesaid on the dates provided for in the Conditions interest
     on the principal amount of the Original Notes or any of them outstanding
     from time to time as set out in the Conditions provided that:


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     2.1.1 every payment of principal or interest in respect of the Original
           Notes or any of them made to the Principal Paying Agent in the
           manner provided in the Paying Agency Agreement shall satisfy, to the
           extent of such payment, the relevant covenant by the Issuer
           contained in this Clause except to the extent that there is default
           in the subsequent payment thereof to the Original Noteholders or
           Original Couponholders (as the case may be) in accordance with the
           Conditions;

     2.1.2 if any payment of principal or interest in respect of the Original
           Notes or any of them is made after the due date, payment shall be
           deemed not to have been made until either the full amount is paid to
           the Original Noteholders or, if earlier, the fifth day after notice
           has been given to the Original Noteholders or Original Couponholders
           (as the case may be) in accordance with the Conditions that the full
           amount has been received by the Principal Paying Agent or the
           Trustee except, in the case of payment to the Principal Paying
           Agent, to the extent that there is failure in the subsequent payment
           to the Original Noteholders or Original Couponholders (as the case
           may be) under the Conditions; and

     2.1.3 in any case where payment of the whole or any part of the principal
           amount due in respect of any Original Note is improperly withheld or
           refused upon due presentation (if so provided for in the Conditions)
           of the Original Note, interest shall accrue on the whole or such
           part of such principal amount from the date of such withholding or
           refusal until the date either on which such principal amount due is
           paid to the Original Noteholders or, if earlier, the fifth day after
           which notice is given to the Original Noteholders in accordance with
           the Conditions that the full amount payable in respect of the said
           principal amount is available for collection by the Original
           Noteholders provided that on further due presentation thereof (if so
           provided for in the Conditions) such payment is in fact made.

     The Trustee will hold the benefit of this covenant and the covenant in
     Clause 5 (Covenant to comply with Trust Deed and Schedules) on trust for
     the Original Noteholders and Original Couponholders.

2.2  Following an Event of Default.

     At any time after any Event of Default or Potential Event of Default shall
     have occurred, the Trustee may:

     2.2.1 by notice in writing to the Issuer, the Guarantor, the Principal
           Paying Agent and the other Paying Agents require the Principal
           Paying Agent and the other Paying Agents or any of them:

           (a)  to act thereafter, until otherwise instructed by the Trustee, as
                Paying Agents of the Trustee under the provisions of this Trust
                Deed on the terms provided in the Paying Agency Agreement (with
                consequential amendments as necessary and save that the
                Trustee's liability under any


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                provisions thereof for the indemnification, remuneration
                and payment of out-of-pocket expenses of the Paying Agents
                shall be limited to amounts for the time being held by the
                Trustee on the trusts of this Trust Deed in relation to the
                Notes on the terms of this Trust Deed and available to the
                Trustee for such purpose) and thereafter to hold all Notes
                and Coupons and all sums, documents and records held by
                them in respect of Notes and Coupons on behalf of the
                Trustee; and/or

           (b)  to deliver up all Notes and Coupons and all sums, documents
                and records held by them in respect of Notes and Coupons to
                the Trustee or as the Trustee shall direct in such notice
                provided that such notice shall be deemed not to apply to
                any document or record which the relevant Paying Agent is
                obliged not to release by any law or regulation; and

     2.2.2 by notice in writing to the Issuer and the Guarantor require each of
           them to make all subsequent payments in respect of Notes and Coupons
           to or to the order of the Trustee and with effect from the issue of
           any such notice until such notice is withdrawn, sub-clause 2.1.1 of
           Clause 2.1 (Covenant to Repay) and (so far as it concerns payments
           by the Issuer or the Guarantor) Clause 9.4 (Payment to Noteholders
           and Couponholders) shall cease to have effect.

2.3  Further Issues

     2.3.1 The Issuer shall be at liberty from time to time (but subject always
           to the provisions of this Trust Deed) without the consent of the
           Noteholders or the Couponholders to create and issue further notes
           or debt securities howsoever designated either ranking pari passu in
           all respects (or in all respects save for the first payment of
           interest thereon) and so as to form a single series with the
           Original Notes and/or Further Notes of any other series or upon such
           terms as to interest, conversion, redemption and otherwise as the
           Issuer may at the time of the issue thereof determine.

     2.3.2 Any further notes or debt securities howsoever designated created
           and issued pursuant to the provisions of sub-clause 2.3.1 shall, if
           they are to form a single series with the Original Notes or Further
           Notes of any other series, be constituted by a deed supplemental to
           this Principal Trust Deed and in any other case, if the Trustee so
           agrees, may be so constituted. In any such case the Issuer and the
           Guarantor shall prior to the issue of any such further notes or debt
           securities, execute and deliver to the Trustee a deed supplemental
           to this Principal Trust Deed (if applicable, duly stamped or
           denoted) and containing a covenant by the Issuer in the form mutatis
           mutandis of Clause 2.1 (Covenant to repay) of this Principal Trust
           Deed in relation to the principal and interest in respect of such
           further notes or debt securities howsoever designated and such other
           provisions (corresponding to any of the provisions contained in this
           Trust Deed) as the Trustee shall require.


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     2.3.3 A memorandum of every such supplemental deed shall be endorsed by
           the Trustee on this Principal Trust Deed and by the Issuer on the
           duplicate of this Principal Trust Deed.

     2.3.4 Any Further Notes not forming a single series with any Original
           Notes or any other series of Further Notes shall form a separate
           series and accordingly, unless for any purpose the Trustee at its
           absolute discretion shall otherwise determine, all the provisions of
           this Trust Deed (other than Clauses 2.1 (Covenant to Repay) and 3.1
           (Global Notes) to 3.3 (Signature) inclusive and Schedules 1 and 2)
           shall apply separately to each series of the Notes, and in this
           Trust Deed (other than such Clauses and Schedules) the expression
           "Notes" and "Noteholders", "Coupons" and "Couponholders" shall be
           construed accordingly.

3.   THE ORIGINAL NOTES

3.1  Global Notes

     3.1.1 The Original Tranche A Notes will initially be represented by the
           Original Tranche A Temporary Global Note in the principal amount of
           (euro)800,000,000. Interests in the Original Tranche A Temporary
           Global Note shall be exchangeable, in accordance with its terms,
           for interests in the Original Tranche A Permanent Global Note.

     3.1.2 The Original Tranche B Notes will initially be represented by the
           Original Tranche B Temporary Global Note in the principal amount of
           (euro)350,000,000. Interests in the Original Tranche B Temporary
           Global Note shall be exchangeable, in accordance with its terms, for
           interests in the Original Tranche B Permanent Global Note.

     3.1.3 An Original Permanent Global Note shall be exchangeable, in
           accordance with its terms, for Original Notes in definitive form.

3.2  The definitive Notes

     The definitive Original Notes and the Original Coupons will be security
     printed in accordance with applicable legal and stock exchange
     requirements substantially in the forms set out in Schedule 2. The
     definitive Original Notes will be endorsed with the Conditions.

3.3  Signature

     The Original Notes and the Original Coupons will be signed manually or in
     facsimile by any two directors of the Issuer and, in the case of the
     Original Notes, will be authenticated manually or in facsimile by or on
     behalf of the Principal Paying Agent. The Issuer may use the facsimile
     signature of directors who at the date of this Trust Deed are duly
     authorised directors of the Issuer even if at the time of issue of any
     Original Notes and/or Original Coupons he no longer holds that office.
     Original Notes and Original Coupons so executed and authenticated will be
     binding and valid obligations of the Issuer.


                                     -11-
<PAGE>


3.4  Entitlement to treat holder as owner

     The Issuer, the Guarantor, the Trustee and any Paying Agent may deem and
     treat the holder of any Note and any Coupon appertaining to the relevant
     Note as the absolute owner of such Note or such Coupon as the case may be,
     free of any equity, set-off or counterclaim on the part of the Issuer
     against the original or any intermediate holder of such Note (whether or
     not such Note or such Coupon shall be overdue and notwithstanding any
     notation of ownership or other writing thereon or any notice of previous
     loss or theft of such Note or Coupon) for all purposes and, except as
     ordered by a court of competent jurisdiction or as required by applicable
     law, the Issuer, the Guarantor, the Trustee and the Paying Agents shall
     not be affected by any notice to the contrary. All payments made to any
     such holder shall be valid and, to the extent of the sums so paid,
     effective to satisfy and discharge the liability for the moneys payable
     upon the Notes and Coupons.

4.   GUARANTEE AND INDEMNITY

4.1  Guarantee

     The Guarantor unconditionally and irrevocably guarantees to the Trustee
     payment of all sums expressed to be payable by the Issuer under this Trust
     Deed or in respect of the Notes or Coupons, as and when the same becomes
     due and payable, whether at maturity, upon early redemption, upon
     acceleration or otherwise, according to the terms of this Trust Deed and
     the Notes and Coupons. In case of the failure of the Issuer to pay any
     such sum as and when the same shall become due and payable, the Guarantor
     hereby agrees to cause such payment to be made as and when the same
     becomes due and payable, whether at maturity, upon early redemption, upon
     acceleration or otherwise, as if such payment were made by the Issuer.

4.2  Guarantor as principal debtor

     The Guarantor agrees that if any sum referred to in Clause 4.1 is not
     recoverable from the Guarantor thereunder for any reason whatsoever
     (including, without limitation, by reason of any of the obligations
     expressed to be assumed by the Issuer in this Trust Deed or the Notes
     being or becoming void or unenforceable for any reason, whether or not
     known to the Trustee or any Noteholder or Couponholder), then the
     Guarantor will cause such payment to be made by way of a full indemnity in
     the manner and currency as is provided for in this Trust Deed or such
     Notes, as the case may be. This indemnity constitutes a separate and
     independent obligation from the other obligations of the Guarantor under
     this Trust Deed and shall give rise to a separate and independent cause of
     action.

4.3  Unconditional payment

     If the Issuer defaults in the payment of any sum expressed to be payable
     by the Issuer under this Trust Deed or in respect of the Notes or Coupons
     as and when the same shall become due and payable, the Guarantor shall
     forthwith unconditionally pay or procure to be paid to or to the order of
     the Trustee in euro in immediately available funds the amount in respect
     of which such default has been made; provided that every payment of such
     amount made by the Guarantor to the Principal Paying Agent in the


                                     -12-
<PAGE>


     manner provided in the Paying Agency Agreement shall be deemed to cure pro
     tanto such default by the Issuer and shall be deemed for the purposes of
     this Clause 4 to have been paid to or for the account of the Trustee
     except to the extent that there is failure in the subsequent payment of
     such amount to the Noteholders and Couponholders in accordance with the
     Conditions, and everything so paid by the Guarantor in accordance with the
     Paying Agency Agreement shall have the same effect as if it had been paid
     thereunder by the Issuer.

4.4  Unconditional obligation

     The Guarantor agrees that its obligations hereunder shall be
     unconditional, irrespective of the validity, regularity or enforceability
     of this Trust Deed or any Note or Coupon, or any change in or amendment
     hereto or thereto, the absence of any action to enforce the same, any
     waiver or consent by any Noteholder or Couponholder or by the Trustee with
     respect to any provision of this Trust Deed or the Notes, the obtaining of
     any judgment against the Issuer or any action to enforce the same or any
     other circumstance which might otherwise constitute a legal or equitable
     discharge or defence of a guarantor.

4.5  Guarantor's obligations continuing

     The Guarantor waives diligence, presentment, demand of payment, filing of
     claims with a court in the event of merger or bankruptcy of the Issuer,
     any right to require a proceeding first against the Issuer, protest or
     notice with respect to any Note or the indebtedness evidenced thereby and
     all demands whatsoever. The Guarantor agrees that the guarantee and
     indemnity contained in this Clause 4 is a continuing guarantee and
     indemnity and shall remain in full force and effect until all amounts due
     as principal, interest or otherwise in respect of the Notes or Coupons or
     under this Trust Deed shall have been paid in full and that the Guarantor
     shall not be discharged by anything other than a complete performance of
     the obligations contained in this Trust Deed and the Notes and Coupons.

4.6  Subrogation of Guarantor's rights

     The Guarantor shall be subrogated to all rights of the Noteholders against
     the Issuer in respect of any amounts paid by the Guarantor pursuant
     hereto; provided that the Guarantor shall not without the consent of the
     Trustee be entitled to enforce, or to receive any payments arising out of
     or based upon or prove in any insolvency or winding up of the Issuer in
     respect of, such right of subrogation until such time as the principal of
     and interest on all outstanding Notes and Coupons and all other amounts
     due under this Trust Deed and the Notes and Coupons have been paid in
     full. Furthermore, until such time as aforesaid the Guarantor shall not
     take any security or counter-indemnity from the Issuer in respect of the
     Guarantor's obligations under this Clause 4.

4.7  Repayment to the Issuer

     If any payment received by the Trustee or the Principal Paying Agent
     pursuant to the provisions of this Trust Deed or the Conditions shall, on
     the subsequent bankruptcy, insolvency, corporate reorganisation or other
     similar event affecting the Issuer, be


                                     -13-
<PAGE>


     avoided, reduced, invalidated or set aside under any laws relating to
     bankruptcy, insolvency, corporate reorganisation or other similar events,
     such payment shall not be considered as discharging or diminishing the
     liability of the Guarantor whether as guarantor, principal debtor or
     indemnifier and the guarantee and indemnity contained in this Clause 4
     shall continue to apply as if such payment had at all times remained owing
     by the Issuer provided that the obligations of the Issuer and/or the
     Guarantor under this sub-clause shall, as regards each payment made to the
     Trustee or any Noteholder or Couponholder which is avoided or set aside,
     be contingent upon such payment being reimbursed to the Issuer or other
     persons entitled through the Issuer.

4.8  Suspense account

     Any amount received or recovered by the Trustee from the Guarantor in
     respect of any sum payable by the Issuer under this Trust Deed or the
     Notes or the Coupons may be placed in a suspense account and kept there
     for so long as the Trustee thinks fit.

5.   COVENANT TO COMPLY WITH TRUST DEED AND SCHEDULES

     The Issuer and the Guarantor each hereby covenants with the Trustee to
     comply with those provisions of this Trust Deed and the Conditions which
     are expressed to be binding on it and to perform and observe the same. The
     Notes and the Coupons are subject to the provisions contained in this
     Trust Deed, all of which shall be binding upon the Issuer, the Guarantor,
     the Noteholders and the Couponholders and all persons claiming through or
     under them respectively.

6.   COVENANTS BY THE ISSUER AND THE GUARANTOR

     Each of the Issuer and the Guarantor hereby covenants with the Trustee
     that, so long as any of the Notes remain outstanding, it will:

6.1  Books of account

     At all times keep such books of account as may be necessary to comply with
     all applicable laws and so as to enable the financial statements of the
     Issuer and the Guarantor to be prepared and following the happening of a
     Potential Event of Default allow the Trustee and any person appointed by
     it free access to the same at all reasonable times during normal business
     hours, provided that the Trustee shall only use information so obtained in
     connection with the performance of its duties vested in it under this
     Trust Deed or by operation of law and shall be subject to any limitations
     on disclosure and duties of confidentiality imposed by law or government
     aurhority;

6.2  Event of Default

     Give notice in writing to the Trustee forthwith upon becoming aware of any
     Potential Event of Default and without waiting for the Trustee to take any
     further action;

6.3  Certificate of Compliance

     Provide to the Trustee within 14 days of any request by the Trustee and at
     the time of the despatch to the Trustee of its annual balance sheet and
     profit and loss account, and in any event not later than 180 days after
     the end of its financial year, a certificate in the English language,
     signed by two Authorised Signatories of the Issuer, or the


                                     -14-
<PAGE>


     Guarantor, as the case may be, certifying that up to a specified date not
     earlier than seven days prior to the date of such certificate (the
     "Certified Date") there did not exist nor had there existed at any time
     prior thereto since the Certified Date in respect of the previous such
     certificate (or, in the case of the first such certificate, since the date
     of this Trust Deed) any Event of Default or Potential Event of Default or
     (if such is not the case) specifying the same;

6.4  Financial statements

     Send to the Trustee (if the same are produced) as soon as practicable
     after their date of publication and in the case of annual financial
     statements in any event not more than 180 days after the end of each
     financial year, two copies in the English language of the Issuer's and the
     Guarantor's, as the case may be, annual balance sheet and profit and loss
     account and of every balance sheet, profit and loss account, report or
     other notice, statement or circular issued to the members or holders of
     publicly quoted debentures of the Issuer or the Guarantor, as the case may
     be, in their capacity as such at the time of the actual (or legally or
     contractually required) issue or publication thereof;

6.5  Information

     So far as permitted by applicable law, at all times give to the Trustee
     such information, opinions, certificates and other evidence as it shall
     reasonably require and in such form as it shall reasonably require
     (including, without limitation, the certificates called for by the Trustee
     pursuant to Clause 6.3 (Certificate of Compliance) for the performance of
     its functions under this Trust Deed;

6.6  Notes held by Issuer and Guarantor

     Send to the Trustee forthwith upon being so requested in writing by the
     Trustee a certificate of the Issuer or, as the case may be, Guarantor
     (signed on its behalf by two Authorised Signatories) setting out the total
     number of Notes of each series which at the date of such certificate are
     held by or for the benefit of the Issuer or, as the case may be, the
     Guarantor, or any Subsidiary;

6.7  Execution of further Documents

     So far as permitted by applicable law, at all times execute all such
     further documents and do all such further acts and things as may be
     necessary at any time or times in the reasonable opinion of the Trustee to
     give effect to the provisions of this Trust Deed;

6.8  Notices to Noteholders

     Send or procure to be sent to the Trustee not less than three days prior
     to the date of publication, for the Trustee's approval, one copy of each
     notice to be given to the Noteholders in accordance with the Conditions
     and not publish such notice without such approval and, upon publication,
     send to the Trustee two copies of such notice (such approval, unless so
     expressed, not to constitute approval for the purpose of Section 57 of the
     Financial Services Act 1986 of such notice as an investment advertisement
     (as therein defined));


                                     -15-
<PAGE>


6.9  Notification of non-payment

     Use its best endeavours to procure that the Principal Paying Agent
     notifies the Trustee forthwith in the event that it does not, on or before
     the due date for payment in respect of the Notes or any of them or any of
     the Coupons, receive unconditionally the full amount in the relevant
     currency of the moneys payable on such due date on all such Notes or
     Coupons;

6.10 Notification of late payment

     In the event of the unconditional payment to the Principal Paying Agent or
     the Trustee of any sum due in respect of the Notes or any of them or any
     of the Coupons being made after the due date for payment thereof,
     forthwith upon request by the Trustee give notice to the Noteholders that
     such payment has been made;

6.11 Notification of redemption or repayment

     Not less than the number of days specified in the relevant Condition prior
     to the redemption or repayment date in respect of any Note, give to the
     Trustee notice in writing of the amount of such redemption or repayment
     pursuant to the Conditions and duly proceed to redeem or repay such Notes
     accordingly;

6.12 Tax redemption

     If the Issuer gives notice to the Trustee that it intends to redeem any of
     the Notes pursuant to Condition 5(b) (Redemption and Purchase - Redemption
     for tax reasons) the Issuer shall, prior to giving such notice to the
     Noteholders, provide such information to the Trustee as the Trustee
     reasonably requires in order to satisfy itself of the matters referred to
     in such Condition;

6.13 Change of taxing jurisdiction

     If the Issuer or the Guarantor shall become subject generally to the
     taxing jurisdiction of any territory or any political sub-division thereof
     or any authority therein or thereof having power to tax other than or in
     addition to Luxembourg (in the case of the Issuer) or Switzerland (in the
     case of the Guarantor), immediately upon becoming aware thereof it shall
     notify the Trustee of such event and (unless the Trustee otherwise agrees)
     enter as soon as practicable into a trust deed supplemental hereto, giving
     to the Trustee an undertaking or covenant in form and manner reasonably
     satisfactory to the Trustee in terms corresponding to the terms of
     Condition 7 (Taxation) with the substitution for (or, as the case may be,
     the addition to) the references therein to Luxembourg or Switzerland of
     references to that other or additional territory to whose taxing
     jurisdiction, or that of a political subdivision thereof or an authority
     therein or thereof, the Issuer or the Guarantor shall have become subject
     as aforesaid, such trust deed also to modify Condition 7 (Taxation) so
     that such Condition shall make reference to that other or additional
     territory;

6.14 Listing

     At all times use its reasonable endeavours to maintain the listing of the
     Original Notes on the Official List of the UK Listing Authority and the
     admission to trading of the Notes on the London Stock Exchange plc or, if
     it is unable to do so having used its reasonable endeavours or if the
     maintenance of such listing is agreed by the Trustee to


                                     -16-
<PAGE>


     be unduly burdensome or impractical, use its reasonable endeavours to
     obtain and maintain a quotation or listing of the Original Notes on such
     other stock exchange or exchanges or securities market or markets as the
     Issuer and the Guarantor may (with the approval of the Trustee (such
     approval not to be unreasonably withheld or delayed)) decide and give
     notice of the identity of such other stock exchange or exchanges or
     securities market or markets to the Noteholders;

6.15 Authorised Signatories

     Upon the execution hereof and thereafter forthwith upon any change of the
     same, deliver to the Trustee (with a copy to the Principal Paying Agent) a
     list of the Authorised Signatories of the Issuer or, as the case may be,
     the Guarantor, together with certified specimen signatures of the same;
     and

6.16 Payments

     Pay moneys payable by it to the Trustee hereunder without set off,
     counterclaim, deduction or withholding, unless otherwise compelled by law
     and in the event of any deduction or withholding compelled by law will pay
     such additional amount as will result in the payment to the Trustee of the
     amount which would otherwise have been payable by it to the Trustee
     hereunder.

7.   AMENDMENTS

7.1  Waiver

     The Trustee may, without any consent or sanction of the Noteholders or
     Couponholders and without prejudice to its rights in respect of any
     subsequent breach, condition, event or act, from time to time and at any
     time, but only if and in so far as in its opinion the interests of the
     Noteholders shall not be materially prejudiced thereby, authorise or
     waive, on such terms and conditions (if any) as shall seem expedient to
     it, any breach or proposed breach of any of the covenants or provisions
     contained in this Trust Deed or the Notes or Coupons or determine that any
     Event of Default or Potential Event of Default shall not be treated as
     such for the purposes of this Trust Deed; any such authorisation, waiver
     or determination shall be binding on the Noteholders, the Couponholders
     and, if, but only if, the Trustee shall so require, the Issuer shall cause
     such authorisation, waiver or determination to be notified to the
     Noteholders as soon as practicable thereafter in accordance with the
     Conditions; provided that the Trustee shall not exercise any powers
     conferred upon it by this Clause in contravention of any express direction
     by an Extraordinary Resolution or of a request in writing made by the
     holders of not less than one-quarter in aggregate principal amount of the
     Notes then outstanding (but so that no such direction or request shall
     affect any authorisation, waiver or determination previously given or
     made).

7.2  Modifications

     The Trustee may from time to time and at any time without any consent or
     sanction of the Noteholders or Couponholders concur with the Issuer and
     the Guarantor in making (a) any modification to this Trust Deed or the
     Notes which in the opinion of the Trustee it may be proper to make
     provided the Trustee is of the opinion that such modification will not be
     materially prejudicial to the interests of the Noteholders or (b)


                                     -17-
<PAGE>


     any modification to this Trust Deed or the Notes if in the opinion of the
     Trustee such modification is of a formal, minor or technical nature or
     made to correct a manifest error. Any such modification shall be binding
     on the Noteholders and the Couponholders and, unless the Trustee otherwise
     agrees, the Issuer shall cause such modification to be notified to the
     Noteholders as soon as practicable thereafter in accordance with the
     Conditions.

7.3  Substitution of the Issuer

     7.3.1 Procedure: The Trustee may, without the consent of the Noteholders
           or the Couponholders, agree to the substitution, in place of the
           Issuer (or of any previous substitute under this Clause) of the
           Guarantor or any Subsidiary of the Guarantor or any Holding Company
           or Successor in Business of the Guarantor or any subsidiary of any
           such holding company or such successor in business (hereinafter
           called the "Substituted Obligor") as the principal debtor hereunder
           if:

           (a)  a trust deed is executed or some other written form of
                undertaking is given by the Substituted Obligor to the
                Trustee, in form and manner reasonably satisfactory to the
                Trustee, agreeing to be bound by the terms of this Trust
                Deed, the Notes and the Coupons with any consequential
                amendments which the Trustee may deem appropriate, as fully
                as if the Substituted Obligor had been named in this Trust
                Deed and on the Notes and the Coupons as the principal
                debtor in place of the Issuer (or of any previous
                substitute under this Clause);

           (b)  the Issuer, the Guarantor and the Substituted Obligor
                execute such other deeds, documents and instruments (if
                any) as the Trustee may reasonably require in order that
                the substitution is fully effective and (unless the
                Substituted Obligor is the Guarantor) the guarantee
                contained in Clause 4 (Guarantee and Indemnity) is fully
                effective in relation to the obligations of the Substituted
                Obligor and comply with such other requirements as the
                Trustee may reasonably direct in the interests of the
                Noteholders and the Couponholders;

           (c)  the Trustee is satisfied that (i) the Substituted Obligor
                has obtained all governmental and regulatory approvals and
                consents necessary for its assumption of liability as
                principal debtor in respect of the Notes and the Coupons in
                place of the Issuer (or such previous substitute as
                aforesaid), (ii) the Guarantor has obtained all
                governmental and regulatory approvals and consents
                necessary for the guarantee to be fully effective as
                described in sub-clause 7.3.1(b) and (iii) such approvals
                and consents are at the time of substitution in full force
                and effect; and

           (d)  without prejudice to the generality of the preceding
                sub-clauses 7.3.1(a) to (c) where the Substituted Obligor
                is incorporated, domiciled or resident in or is otherwise
                subject generally to the taxing jurisdiction of any
                territory or any political sub-division thereof or any
                authority of or


                                     -18-
<PAGE>


                in such territory having power to tax (the "Substituted
                Territory") other than or in addition to the territory, the
                taxing jurisdiction of which (or to any such authority of
                or in which) the Issuer is subject generally (the "Issuer's
                Territory"), the Substituted Obligor will (unless the
                Trustee otherwise agrees) give to the Trustee an
                undertaking in form and manner reasonably satisfactory to
                the Trustee in terms corresponding to the terms of
                Condition 7 (Taxation) with the substitution for the
                reference in that Condition to the Issuer's Territory of
                references to the Substituted Territory and in such event
                the Trust Deed and Notes and Coupons will be interpreted
                accordingly;

     7.3.2 Change of law: In connection with any proposed substitution of the
           Issuer or any previous substitute, the Trustee may, in its absolute
           discretion and without the consent of the Noteholders or the
           Couponholders agree to a change of the law from time to time
           governing the Notes and the Coupons and this Trust Deed provided
           that such change of law, in the opinion of the Trustee, would not be
           materially prejudicial to the interests of the Noteholders;

     7.3.3 Extra duties: The Trustee shall be entitled to refuse to approve any
           Substituted Obligor if, pursuant to the law of the country of
           incorporation of the Substituted Obligor, the assumption by the
           Substituted Obligor of its obligations hereunder imposes
           responsibilities on the Trustee over and above those which have been
           assumed under this Trust Deed;

     7.3.4 Directors' certification: If any two directors of the Substituted
           Obligor certify that immediately prior to the assumption of its
           obligations as Substituted Obligor under this Trust Deed the
           Substituted Obligor is solvent after taking account of all
           prospective and contingent liabilities resulting from its becoming
           the Substituted Obligor, the Trustee need not have regard to the
           financial condition, profits or prospects of the Substituted Obligor
           or compare the same with those of the Issuer or the Guarantor (or of
           any previous substitute under this Clause);

     7.3.5 Release of Issuer: Any such agreement by the Trustee pursuant to
           sub-clause 7.3.1 (Procedure) shall, if so expressed, operate to
           release the Issuer (or such previous substitute as aforesaid) from
           any or all of its obligations as principal debtor under the Notes
           and this Trust Deed. Not later than 14 days after the execution of
           any such documents as aforesaid and after compliance with the said
           requirements of the Trustee, the Substituted Obligor shall cause
           notice thereof to be given to the Noteholders; and

     7.3.6 Completion of Substitution: Upon the execution of such documents and
           compliance with the said requirements, the Substituted Obligor shall
           be deemed to be named in this Trust Deed and the Notes and Coupons
           as the principal debtor in place of the Issuer (or of any previous
           substitute under this Clause) and this Trust Deed, the Notes and the
           Paying Agency Agreement shall thereupon be deemed to be amended in
           such manner as shall be


                                     -19-
<PAGE>


           necessary to give effect to the substitution and without
           prejudice to the generality of the foregoing any references in
           this Trust Deed, in the Notes and Coupons or in the Paying
           Agency Agreement to the Issuer shall be deemed to be references
           to the Substituted Obligor.

     7.3.7 Consent to Substitution: By subscribing to or purchasing the Notes,
           the Noteholders expressly consent to the substitution of the Issuer
           and expressly consent to the release of the Issuer from any and all
           obligations in respect of the Notes and are deemed to have expressly
           accepted such substitution.

7.4  Substitution of the Guarantor

     7.4.1 Procedure: The Trustee may, without the consent of the Noteholders
           or the Couponholders, agree to the substitution, in place of the
           Guarantor (or of any previous substitute under this Clause) of any
           Holding Company or Successor in Business of the Guarantor
           (hereinafter called the "Substituted Guarantor") as the guarantor
           hereunder if:

           (a)  a trust deed is executed or some other written form of
                undertaking is given by the Substituted Guarantor to the
                Trustee, in form and manner reasonably satisfactory to the
                Trustee, agreeing to be bound by the terms of this Trust
                Deed with any consequential amendments which the Trustee
                may deem appropriate, as fully as if the Substituted
                Guarantor had been named in this Trust Deed and on the
                Notes and the Coupons as the guarantor in place of the
                Guarantor (or of any previous substitute under this
                Clause);

           (b)  the Issuer, the Guarantor and the Substituted Guarantor
                execute such other deeds, documents and instruments (if
                any) as the Trustee may reasonably require in order that
                the substitution is fully effective and the guarantee
                contained in Clause 4 (Guarantee and Indemnity) is fully
                effective in relation to the obligations of the Issuer and
                comply with such other requirements as the Trustee may
                reasonably direct in the interests of the Noteholders and
                the Couponholders;

           (c)  the Trustee is satisfied that (i) the Substituted Guarantor
                has obtained all governmental and regulatory approvals and
                consents necessary for the guarantee to be fully effective
                as described in sub-clause 7.4.1(b) and (ii) such approvals
                and consents are at the time of substitution in full force
                and effect;

           (d)  the Substituted Guarantor has a rating given by an
                internationally recognised rating agency at least equal to
                the rating of the Guarantor (or of any previous substitute
                under this Clause) immediately before such substitution;
                and

           (e)  without prejudice to the generality of the preceding
                sub-clauses 7.4.1(a) to (d) where the Substituted Guarantor
                is incorporated, domiciled or


                                     -20-
<PAGE>


                resident in or is otherwise subject generally to the taxing
                jurisdiction of a Substituted Territory other than or in
                addition to the territory, the taxing jurisdiction of which
                (or to any such authority of or in which) the Guarantor is
                subject generally (the "Guarantor's Territory"), the
                Substituted Guarantor will (unless the Trustee otherwise
                agrees) give to the Trustee an undertaking in form and
                manner reasonably satisfactory to the Trustee in terms
                corresponding to the terms of Condition 7 (Taxation) with
                the substitution for the reference in that Condition to the
                Guarantor's Territory of references to the Substituted
                Territory and in such event the Trust Deed will be
                interpreted accordingly;

     7.4.2 Change of law: In connection with any proposed substitution of the
           Guarantor or any previous substitute, the Trustee may, in its
           absolute discretion and without the consent of the Noteholders or
           the Couponholders agree to a change of the law from time to time
           governing this Trust Deed provided that such change of law, in the
           opinion of the Trustee, would not be materially prejudicial to the
           interests of the Noteholders;

     7.4.3 Extra duties: The Trustee shall be entitled to refuse to approve any
           Substituted Guarantor if, pursuant to the law of the country of
           incorporation of the Substituted Guarantor, the assumption by the
           Substituted Guarantor of its obligations hereunder imposes
           responsibilities on the Trustee over and above those which have been
           assumed under this Trust Deed;

     7.4.4 Directors' certification: If any two directors of the Substituted
           Guarantor certify that immediately prior to the assumption of its
           obligations as Substituted Guarantor under this Trust Deed the
           Substituted Guarantor is solvent after taking account of all
           prospective and contingent liabilities resulting from its becoming
           the Substituted Guarantor, the Trustee need not have regard to the
           financial condition, profits or prospects of the Substituted
           Guarantor or compare the same with those of the Guarantor (or of any
           previous substitute under this Clause);

     7.4.5 Interests of Noteholders: Neither the Trustee nor any Noteholder or
           Couponholder shall, in connection with any such substitution, be
           entitled to claim from the Guarantor any indemnification or payment
           in respect of any tax consequence of any such substitution upon
           individual Noteholders or Couponholders;

     7.4.6 Release of Guarantor: Any such agreement by the Trustee pursuant to
           subclause 7.4.1 (Procedure) shall, if so expressed, operate to
           release the Guarantor (or such previous substitute as aforesaid)
           from any or all of its obligations as guarantor under this Trust
           Deed. Not later than 14 days after the execution of any such
           documents as aforesaid and after compliance with the said
           requirements of the Trustee, the Substituted Guarantor shall cause
           notice thereof to be given to the Noteholders; and


                                     -21-
<PAGE>


     7.4.7 Completion of Substitution: Upon the execution of such documents and
           compliance with the said requirements, the Substituted Guarantor
           shall be deemed to be named in this Trust Deed and the Notes and
           Coupons as the guarantor in place of the Guarantor (or of any
           previous substitute under this Clause) and this Trust Deed, the
           Notes and the Paying Agency Agreement shall thereupon be deemed to
           be amended in such manner as shall be necessary to give effect to
           the substitution and without prejudice to the generality of the
           foregoing any references in this Trust Deed, in the Notes and
           Coupons or in the Paying Agency Agreement to the Guarantor shall be
           deemed to be references to the Substituted Guarantor.

8.   ENFORCEMENT

8.1  Legal Proceedings

     The Trustee may at any time, at its discretion and without notice,
     institute such proceedings against the Issuer as it may think fit to
     recover any amounts due in respect of the Notes which are unpaid or to
     enforce any of its rights under this Trust Deed or the Conditions but it
     shall not be bound to take any such proceedings unless (a) it shall have
     been so directed by an Extraordinary Resolution or so requested in writing
     by the holders of at least one-quarter in principal amount of the
     outstanding Notes and (b) it shall have been indemnified and/or secured to
     its satisfaction against all liabilities, proceedings, claims and demands
     to which it may thereby become liable and all costs, charges and expenses
     which may be incurred by it in connection therewith and provided that the
     Trustee shall not be held liable for the consequence of taking any such
     action and may take such action without having regard to the effect of
     such action on individual Noteholders or Couponholders. Only the Trustee
     may enforce the provisions of the Notes or this Trust Deed and no
     Noteholder or Couponholder shall be entitled to proceed directly against
     the Issuer or the Guarantor unless the Trustee, having become bound so to
     proceed, fails to do so within a reasonable time and such failure is
     continuing.

8.2  Evidence of Default

     If the Trustee (or any Noteholder or Couponholder where entitled under
     this Trust Deed so to do) makes any claim, institutes any legal proceeding
     or lodges any proof in a winding-up or insolvency of the Issuer or the
     Guarantor under this Trust Deed or under the Notes of any series, proof
     therein that:

     8.2.1 as regards any specified Note of that series the Issuer has made
           default in paying any principal due in respect of such Note shall
           (unless the contrary be proved) be sufficient evidence that the
           Issuer has made the like default as regards all other Notes of that
           series in respect of which a corresponding payment is then due; and

     8.2.2 as regards any specified Coupon relating to Notes of that series the
           Issuer has made default in paying any interest due in respect of
           such Coupon shall (unless the contrary be proved) be sufficient
           evidence that the Issuer has made


                                     -22-
<PAGE>


           the like default as regards all other Coupons relating to Notes
           of that series in respect of which a corresponding payment is
           then due;

     and for the purposes of this Clause 8.2 a payment shall be a
     "corresponding" payment notwithstanding that it is due in respect of a
     Note of a different denomination from that in respect of the above
     specified Note or specified Coupon.

9.   APPLICATION OF MONEYS

9.1  Application of Moneys

     All moneys received by the Trustee in respect of the Notes or amounts
     payable under this Trust Deed will (a) despite any appropriation of all or
     part of them by the Issuer or the Guarantor and (b) unless and to the
     extent attributable in the opinion of the Trustee to a particular series
     of Notes, be apportioned pari passu and rateably between each series of
     the Notes, and all moneys received by the Trustee under this Trust Deed to
     the extent attributable in the opinion of the Trustee to a particular
     series of the Notes or which are apportioned to such series as aforesaid
     (including any moneys which represent principal or interest in respect of
     Notes or Coupons which have become void under the Conditions) be held by
     the Trustee on trust to apply them (subject to Clause 9.2 (Investment of
     Moneys) and Clause 4.8 (Suspense Account)):

     9.1.1 first, in payment or satisfaction of the costs, charges, expenses
           and liabilities incurred by the Trustee in the preparation and
           execution of the trusts of this Trust Deed (including remuneration
           of the Trustee);

     9.1.2 secondly, in or towards payment pari passu and rateably of all
           arrears of interest remaining unpaid in respect of the Notes of that
           series and all principal moneys due on or in respect of the Notes of
           that series; and

     9.1.3 thirdly, the balance (if any) in payment to the Issuer or, if such
           moneys were received from the Guarantor, the Guarantor; without
           prejudice to the provisions of this Clause, if the Trustee holds any
           moneys which represent claims for principal or interest in respect
           of Notes or Coupons which have become void under the Conditions, the
           Trustee shall hold such moneys on the above trusts.

9.2  Investment of Moneys

     If the amount of the moneys at any time available for payment of principal
     and interest in respect of any series of Notes under Clause 9.1
     (Application of Moneys) shall be less than a sum sufficient to pay at
     least one-tenth of the principal amount of such series of Notes then
     outstanding, the Trustee may, at its discretion, invest such moneys upon
     some or one of the investments hereinafter authorised with power from time
     to time, with like discretion, to vary such investments; and such
     investments with the resulting income thereof may be accumulated until the
     accumulations together with any other funds for the time being under the
     control of the Trustee and available for the purpose shall amount to a sum
     sufficient to pay at least one-tenth of the principal amount of such
     series of Notes then outstanding and such accumulation and funds (after
     deduction


                                     -23-
<PAGE>


     of any taxes and any other deductibles applicable thereto) shall then be
     applied in the manner aforesaid.

9.3  Authorised Investments

     Any moneys which under this Trust Deed may be invested by the Trustee may
     be invested in the name or under the control of the Trustee in any of the
     investments for the time being authorised by English law for the
     investment by trustees of trust moneys or in any other investments,
     whether similar to those aforesaid or not, which may be selected by the
     Trustee or by placing the same on deposit in the name or under the control
     of the Trustee with such bank or other financial institution as the
     Trustee may think fit and in such currency as the Trustee in its absolute
     discretion may determine and the Trustee may at any time vary or transfer
     any of such investments for or into other such investments or convert any
     moneys so deposited into any other currency and shall not be responsible
     for any Liability occasioned by reason of any such investments or such
     deposit whether by depreciation in value, fluctuation in exchange rates or
     otherwise.

9.4  Payment to Noteholders and Couponholders

     The Trustee shall give notice to the Noteholders in accordance with the
     Conditions of the date fixed for any payment under Clause 9.1 (Application
     of Moneys). Any payment to be made in respect of the Notes or the Coupons
     by the Issuer, the Guarantor or the Trustee may be made in the manner
     provided in the Conditions, the Paying Agency Agreement and this Trust
     Deed and any payment so made shall be a good discharge, to the extent of
     such payment, by the Issuer, the Guarantor or the Trustee, as the case may
     be. Any payment in full of interest made in respect of a Coupon in the
     manner aforesaid shall extinguish any claim of a Noteholder which may
     arise directly or indirectly in respect of such interest.

9.5  Production of Notes and Coupons

     Upon any payment under Clause 9.4 (Payment to Noteholders and
     Couponholders) of principal or interest, the Note or Coupon in respect of
     which such payment is made shall, if the Trustee so requires, be produced
     to the Trustee or the Paying Agent by or through whom such payment is made
     and the Trustee shall, in the case of part payment, enface or cause such
     Paying Agent to enface a memorandum of the amount and date of payment
     thereon or, in the case of payment in full, shall cause such Note or
     Coupon to be surrendered or shall cancel or procure the same to be
     cancelled and shall certify or procure the certification of such
     cancellation.

9.6  Noteholders to be treated as holding all Coupons

     Wherever in this Trust Deed the Trustee is required or entitled to
     exercise a power, trust, authority or discretion under this Trust Deed,
     the Trustee shall, notwithstanding that it may have express notice to the
     contrary, assume that each Noteholder is the holder of all Coupons
     appertaining to each Note of which he is the holder.


                                     -24-
<PAGE>


10.  TERMS OF APPOINTMENT

     By way of supplement to the Trustee Acts, it is expressly declared as
     follows:

10.1 Reliance on Information

     10.1.1 Advice: the Trustee may in relation to this Trust Deed act on the
            opinion or advice of or a certificate or any information obtained
            from any lawyer, banker, valuer, surveyor, broker, auctioneer,
            accountant or other expert (whether obtained by the Trustee, the
            Issuer, the Guarantor, any Subsidiary or any Paying Agent) and
            which advice or opinion may be provided on such terms (including as
            to limitations on liability) as the Trustee may consider in its
            sole discretion to be consistent with prevailing market practice
            with regard to advice or opinions of that nature and shall not be
            responsible for any Liability occasioned by so acting; any such
            opinion, advice, certificate or information may be sent or obtained
            by letter, telegram, telex, cablegram or facsimile transmission and
            the Trustee shall not be liable for acting on any opinion, advice,
            certificate or information purporting to be so conveyed although
            the same shall contain some error or shall not be authentic;

     10.1.2 Certificate of directors or authorised signatories: the Trustee may
            call for and shall be at liberty to accept a certificate signed by
            two directors and/or two authorised signatories of the Issuer or
            the Guarantor or other person duly authorised on their behalf as to
            any fact or matter prima facie within the knowledge of the Issuer
            or the Guarantor, as the case may be, as sufficient evidence
            thereof and a like certificate to the effect that any particular
            dealing, transaction or step or thing is, in the opinion of the
            person so certifying, expedient as sufficient evidence and the
            Trustee shall not be bound in any such case to call for further
            evidence or be responsible for any liability that may be occasioned
            by its failing so to do;

     10.1.3 Resolution or direction of Noteholders: the Trustee shall not be
            responsible for acting upon any resolution purporting to be a
            Written Resolution or to have been passed at any meeting of holders
            of the Notes of any series in respect whereof minutes have been
            made and signed or a direction of a specified percentage of such
            Noteholders, even though it may subsequently be found that there
            was some defect in the constitution of the meeting or the passing
            of the resolution or the making of the directions or that for any
            reason the resolution purporting to be a Written Resolution or to
            have been passed at any Meeting or the making of the directions was
            not valid or binding upon such Noteholders and Couponholders;

     10.1.4 Reliance on certification of clearing system: the Trustee may call
            for and shall be at liberty to accept and place full reliance on as
            sufficient evidence thereof and shall not be liable to the Issuer,
            the Guarantor or any Noteholder by reason only of either having
            accepted as valid or not having rejected an original certificate or
            letter of confirmation purporting to be signed on behalf of
            Euroclear, Clearstream, Luxembourg or any other relevant clearing
            system


                                     -25-
<PAGE>


            in relation to any matter to the effect that at any particular
            time or throughout any particular period any particular person
            is, was or will be shown in its records as having a particular
            nominal amount of Notes credited to his securities account;

     10.1.5 Noteholders as a class: in connection with any exercise by the
            Trustee of any of its powers, trusts, authorities or discretions
            under this Trust Deed, it shall have regard to the general
            interests of the relevant Noteholders as a class and in particular,
            but without prejudice to the generality of the foregoing, shall not
            have regard to the consequences of such exercise for any individual
            Noteholders or Couponholders (whatever their number) resulting from
            their being for any purpose domiciled or resident in, or otherwise
            connected with, or subject to the jurisdiction of, any particular
            territory and the Trustee shall not be entitled to require, nor
            shall any Noteholder or Couponholder be entitled to claim, from the
            Issuer, the Guarantor, the Trustee or any other person any
            indemnification or payment in respect of any tax consequence of any
            such exercise upon individual Noteholders or Couponholders except
            to the extent already provided for in Condition 7 and/or any
            undertaking given in addition thereto or in substitution therefor
            under this Trust Deed;

     10.1.6 Trustee not responsible for investigations: the Trustee shall not
            be responsible for, or for investigating any matter which is the
            subject of, any recital, statement, representation, warranty or
            covenant of any person contained in this Trust Deed, the Notes, or
            any other agreement or document relating to the transactions herein
            or therein contemplated or for the execution, legality,
            effectiveness, adequacy, genuineness, validity, enforceability or
            admissibility in evidence thereof;

     10.1.7 No Liability as a result of the delivery of a certificate: the
            Trustee shall have no Liability whatsoever for any loss, cost,
            damages or expenses directly or indirectly suffered or incurred by
            the Issuer, the Guarantor, any Noteholder, Couponholder or any
            other person as a result of the delivery by the Trustee to the
            Issuer of a certificate as to material prejudice pursuant to
            Condition 8 (Events of Default) on the basis of an opinion formed
            by it in good faith;

     10.1.8 No obligation to monitor: the Trustee shall be under no obligation
            to monitor or supervise the functions of any other person under the
            Notes or Coupons or any other agreement or document relating to the
            transactions herein or therein contemplated and shall be entitled,
            in the absence of actual knowledge of a breach of obligation, to
            assume that each such person is properly performing and complying
            with its obligations;

     10.1.9 Notes held by the Issuer: in the absence of knowledge or express
            notice to the contrary, the Trustee may assume without enquiry
            (other than requesting a certificate of the Issuer under Clause 6.6
            (Notes held by Issuer and Guarantor)), that no Notes are for the
            time being held by or for the benefit of the Issuer or the
            Guarantor or their Subsidiaries;


                                     -26-
<PAGE>


     10.1.10 Forged Notes: the Trustee shall not be liable to the Issuer, the
             Guarantor or any Noteholder or Couponholder by reason of having
             accepted as valid or not having rejected any Note or Coupon as
             such and subsequently found to be forged or not authentic;

     10.1.11 Events of Default: the Trustee shall not be bound to give notice
             to any person of the execution of this Trust Deed or to take any
             steps to ascertain whether any Event of Default or Potential Event
             of Default has happened and, until it shall have actual knowledge
             or express notice to the contrary, the Trustee shall be entitled
             to assume that no such Event of Default or Potential Event of
             Default has happened and that each of the Issuer and the Guarantor
             is observing and performing all the obligations on its part
             contained in the Notes and Coupons and under this Trust Deed and
             no event has happened as a consequence of which any of the Notes
             may become repayable;

     10.1.12 Interests of accountholders or participants: so long as any Note
             is held by or on behalf of Euroclear or Clearstream, Luxembourg,
             in considering the interests of Noteholders, the Trustee may
             consider the interests (either individual or by category) of its
             accountholders or participants with entitlements to any such Note
             as if such accountholders or participants were the holder(s)
             thereof; and

     10.1.13 Right to Deduct or Withhold: notwithstanding anything contained in
             this Trust Deed, to the extent required by any applicable law, if
             the Trustee is or will be required to make any deduction or
             withholding from any distribution or payment made by it hereunder
             or if the Trustee is or will be otherwise charged to, or is or may
             become liable to, tax as a consequence of performing its duties
             hereunder whether as principal, agent or otherwise, and whether by
             reason of any assessment, prospective assessment or other
             imposition of liability to taxation of whatsoever nature and
             whensoever made upon the Trustee, and whether in connection with
             or arising from any sums received or distributed by it or to which
             it may be entitled under this Trust Deed (other than in connection
             with its remuneration as provided for herein) or any investments
             or deposits from time to time representing the same, including any
             income or gains arising therefrom or any action of the Trustee in
             connection with the trusts of this Trust Deed (other than the
             remuneration herein specified) or otherwise, then the Trustee
             shall be entitled to make such deduction or withholding or, as the
             case may be, to retain out of sums received by it an amount
             sufficient to discharge any liability to tax which relates to sums
             so received or distributed or to discharge any such other
             liability of the Trustee to tax from the funds held by the Trustee
             upon the trusts of this Trust Deed.

10.2 Trustee's powers and duties

     10.2.1  Trustee's determination: the Trustee may determine whether or not
             a default in the performance or observance by the Issuer or the
             Guarantor of any


                                     -27-
<PAGE>


             obligation under the provisions of this Trust Deed or contained
             in the Notes or Coupons is materially prejudicial to the
             interests of the Noteholders and if the Trustee shall certify
             that any such default is, in its opinion, materially prejudicial
             to the interests of the relevant Noteholders, such certificate
             shall be conclusive and binding upon the Issuer, the Guarantor
             and the relevant Noteholders and Couponholders;

     10.2.2  Determination of questions: the Trustee as between itself and the
             Noteholders and the Couponholders shall have full power to
             determine all questions and doubts arising in relation to any of
             the provisions of this Trust Deed and every such determination,
             whether made upon a question actually raised or implied in the
             acts or proceedings of the Trustee, shall be conclusive and shall
             bind the Trustee, the Noteholders and the Couponholders;

     10.2.3  Trustee's discretion: the Trustee shall (save as expressly
             otherwise provided herein) as regards all the trusts, powers,
             authorities and discretion vested in it by this Trust Deed or by
             operation of law, have absolute and uncontrolled discretion as to
             the exercise or non-exercise thereof and the Trustee shall not be
             responsible for any Liability that may result from the exercise or
             non-exercise thereof but whenever the Trustee is under the
             provisions of this Trust Deed bound to act at the request or
             direction of the relevant Noteholders, the Trustee shall
             nevertheless not be so bound unless first indemnified and/or
             provided with security to its satisfaction against all actions,
             proceedings, claims and demands to which it may render itself
             liable and all costs, charges, damages, expenses and liabilities
             which it may incur by so doing;

     10.2.4  Trustee's consent: any consent given by the Trustee for the
             purposes of this Trust Deed may be given on such terms and subject
             to such conditions (if any) as the Trustee may require;

     10.2.5  Conversion of currency: where it is necessary or desirable for any
             purpose in connection with this Trust Deed to convert any sum from
             one currency to another it shall (unless otherwise provided by
             this Trust Deed or required by law) be converted at such rate or
             rates, in accordance with such method and as at such date for the
             determination of such rate of exchange, as may be specified by the
             Trustee in its absolute discretion as relevant and any rate,
             method and date so specified shall be binding on the Issuer, the
             Guarantor, the Noteholders and the Couponholders;

     10.2.6  Application of proceeds: the Trustee shall not be responsible for
             the receipt or application by the Issuer of the proceeds of the
             issue of the Notes, the exchange of any Temporary Global Note for
             any Permanent Global Note or any Permanent Global Note for
             definitive Notes or the delivery of any Note or Coupon to the
             persons entitled to them;


                                     -28-
<PAGE>


     10.2.7  Error of judgment: the Trustee shall not be liable for any error
             of judgment made in good faith by any officer or employee of the
             Trustee assigned by the Trustee to administer its corporate trust
             matters;

     10.2.8  Agents: the Trustee may, in the conduct of the trusts of this
             Trust Deed instead of acting personally, employ and pay an agent
             on any terms, whether or not a lawyer or other professional
             person, to transact or conduct, or concur in transacting or
             conducting, any business and to do or concur in doing all acts
             required to be done by the Trustee (including the receipt and
             payment of money) and provided that it shall have exercised
             reasonable care in the selection of such agent, the Trustee shall
             not be responsible for any loss, liability, expense, demand, cost,
             claim or proceedings incurred by reason of the misconduct,
             omission or default on the part of any person appointed by it
             hereunder or be bound to supervise the proceedings or acts of any
             such person;

     10.2.9  Delegation: the Trustee may, in the execution and exercise of all
             or any of the trusts, powers, authorities and discretions vested
             in it by this Trust Deed, act by responsible officers or a
             responsible officer for the time being of the Trustee and the
             Trustee may also whenever it thinks fit, whether by power of
             attorney or otherwise, delegate to any person or persons or
             fluctuating body of persons (whether being a joint trustee of this
             Trust Deed or not) all or any of the trusts, powers, authorities
             and discretions vested in it by this Trust Deed and any such
             delegation may be made upon such terms and conditions and subject
             to such regulations (including power to sub-delegate with the
             consent of the Trustee) as the Trustee may think fit in the
             interests of the Noteholders and provided that it shall have
             exercised reasonable care in the selection of such delegate, the
             Trustee shall not be bound to supervise the proceedings or acts of
             and shall not in any way or to any extent be responsible for any
             Liability incurred by reason of the misconduct, omission or
             default on the part of such delegate or sub-delegate;

     10.2.10 Custodians and nominees: the Trustee may appoint and pay any
             person to act as a custodian or nominee on any terms in relation
             to such assets of the trust as the Trustee may determine,
             including for the purpose of depositing with a custodian this
             Trust Deed or any document relating to the trust created hereunder
             and the Trustee shall not be responsible for any loss, liability,
             expense, demand, cost, claim or proceedings incurred by reason of
             the misconduct, omission or default on the part of any person
             appointed by it hereunder or be bound to supervise the proceedings
             or acts of any such person; the Trustee is not obliged to appoint
             a custodian if the Trustee invests in securities payable to
             bearer; and

     10.2.11 Confidential information: the Trustee shall not (unless required
             by law or ordered so to do by a court of competent jurisdiction)
             be required to disclose to any Noteholder or Couponholder
             confidential information or other


                                     -29-
<PAGE>


             information made available to the Trustee by the Issuer or the
             Guarantor in connection with this Trust Deed and no Noteholder
             or Couponholder shall be entitled to take any action to obtain
             from the Trustee any such information.

10.3 Financial matters

     10.3.1  Professional charges: any trustee being a banker, lawyer, broker
             or other person engaged in any profession or business shall be
             entitled to charge and be paid all usual professional and other
             charges for business transacted and acts done by him or his
             partner or firm on matters arising in connection with the trusts
             of this Trust Deed and also his properly incurred charges in
             addition to disbursements for all other work and business done and
             all time spent by him or his partner or firm on matters arising in
             connection with this Trust Deed, including matters which might or
             should have been attended to in person by a trustee not being a
             banker, lawyer, broker or other professional person;

     10.3.2  Expenditure by the Trustee: nothing contained in this Trust Deed
             shall require the Trustee to expend or risk its own funds or
             otherwise incur any financial liability in the performance of its
             duties or the exercise of any right, power, authority or
             discretion hereunder if it has grounds for believing the repayment
             of such funds or adequate indemnity against, or security for, such
             risk or liability is not reasonably assured to it; and

     10.3.3  Trustee may enter into financial transactions with the Issuer: no
             Trustee and no director or officer of any corporation being a
             Trustee hereof shall by reason of the fiduciary position of such
             Trustee be in any way precluded from making any contracts or
             entering into any transactions in the ordinary course of business
             with the Issuer, the Guarantor or any Subsidiary, or any person or
             body corporate directly or indirectly associated with the Issuer,
             the Guarantor or any Subsidiary, or from accepting the trusteeship
             of any other debenture stock, debentures or securities of the
             Issuer, the Guarantor or any Subsidiary or any person or body
             corporate directly or indirectly associated with the Issuer, the
             Guarantor or any Subsidiary, and neither the Trustee nor any such
             director or officer shall be accountable to the Noteholders or the
             Issuer, the Guarantor or any Subsidiary, or any person or body
             corporate directly or indirectly associated with the Issuer, the
             Guarantor or any Subsidiary, for any profit, fees, commissions,
             interest, discounts or share of brokerage earned, arising or
             resulting from any such contracts or transactions and the Trustee
             and any such director or officer shall also be at liberty to
             retain the same for its or his own benefit.

10.4 Disapplication

     Section 1 of the Trustee Act 2000 shall not apply to the duties of the
     Trustee in relation to the trusts constituted by this Trust Deed. Where
     there are any inconsistencies between the Trustee Acts and the provisions
     of this Trust Deed, the provisions of this Trust Deed shall, to the extent
     allowed by law, prevail and, in the case of any such


                                     -30-
<PAGE>


     inconsistency with the Trustee Act 2000, the provisions of this Trust Deed
     shall constitute a restriction or exclusion for the purposes of that Act.

10.5 Trustee liable for negligence

     None of the provisions of this Trust Deed shall in any case in which the
     Trustee has failed to show the degree of care and diligence required by it
     as trustee, having regard to the provisions of this Trust Deed conferring
     on the Trustee any powers, authorities or discretions, relieve or
     indemnify the Trustee against any liability for breach of trust or any
     liability which by virtue of any rule of law would otherwise attach to it
     in respect of any negligence, wilful default, breach of duty or breach of
     trust of which it may be guilty in relation to its duties under this Trust
     Deed.

11.  COSTS AND EXPENSES

11.1 Remuneration

     11.1.1  Normal Remuneration: The Issuer shall pay to the Trustee
             remuneration for its services as trustee as from the date of this
             Trust Deed, such remuneration to be a fixed amount to be agreed
             between the Issuer and the Trustee or at such rate as may from
             time to time be agreed between the Issuer and the Trustee. Such
             remuneration shall be payable in advance on the anniversary of the
             date hereof in each year and the first payment shall be made on
             the date hereof. Upon the issue of any Further Notes the rate of
             remuneration in force immediately prior thereto shall be increased
             by such amount as shall be agreed between the Issuer and the
             Trustee, such increased remuneration to be calculated from such
             date as shall be agreed as aforesaid. The rate of remuneration in
             force from time to time may upon the final redemption of the whole
             of the Notes of any series be reduced by such amount as shall be
             agreed between the Issuer and the Trustee, such reduced
             remuneration to be calculated from such date as shall be agreed as
             aforesaid. Such remuneration shall accrue from day to day and be
             payable (in priority to payments to the Noteholders and
             Couponholders) up to and including the date when, all the Notes
             having become due for redemption, the redemption moneys and
             interest thereon to the date of redemption have been paid to the
             Principal Paying Agent or the Trustee, provided that if upon due
             presentation (if required pursuant to the Conditions) of any Note
             or Coupon or any cheque, payment of the moneys due in respect
             thereof is improperly withheld or refused, remuneration will
             commence again to accrue;

     11.1.2  Extra Remuneration: In the event of the occurrence of an Event of
             Default or a Potential Event of Default or the Trustee considering
             it expedient or necessary or being requested by the Issuer to
             undertake duties which the Trustee and the Issuer or the Guarantor
             agree to be of an exceptional nature or otherwise outside the
             scope of the normal duties of the Trustee under this Trust Deed,
             the Issuer shall pay to the Trustee such additional remuneration
             as shall be agreed between them;


                                     -31-
<PAGE>


     11.1.3  Value added tax: The Issuer shall in addition pay to the Trustee
             an amount equal to the amount of any value added tax or similar
             tax chargeable in respect of its remuneration under this Trust
             Deed;

     11.1.4  Failure to agree: In the event of the Trustee and the Issuer
             failing to agree:

             (a)  (in a case to which Clause 11.1.1 applies) upon the amount
                  of the remuneration; or

             (b)  (in a case to which Clause 11.1.2 applies) upon whether
                  such duties shall be of an exceptional nature or otherwise
                  outside the scope of the normal duties of the Trustee under
                  this Trust Deed, or upon such additional remuneration;

             such matters shall be determined by a merchant or investment
             bank (acting as an expert and not as an arbitrator) selected by
             the Trustee and approved by the Issuer or, failing such
             approval, nominated (on the application of the Trustee) by the
             President for the time being of The Law Society of England and
             Wales (the expenses involved in such nomination and the fees of
             such merchant or investment bank being payable by the Issuer)
             and the determination of any such merchant or investment bank
             shall be final and binding upon the Trustee and the Issuer;

     11.1.5  Expenses: The Issuer shall also pay or discharge all costs,
             charges and expenses properly incurred by the Trustee in relation
             to the preparation and execution of, the exercise of its powers
             and the performance of its duties under, and in any other manner
             in relation to, this Trust Deed, including but not limited to
             legal and travelling expenses and any stamp, issue, registration,
             documentary and other taxes or duties paid or payable by the
             Trustee in connection with any action taken or contemplated by or
             on behalf of the Trustee for enforcing, or resolving any doubt
             concerning, or for any other purpose in relation to, this Trust
             Deed;

     11.1.6  Indemnity: The Issuer shall indemnify the Trustee (a) in respect
             of all liabilities and expenses properly incurred by it or by any
             Appointee or other person appointed by it to whom any trust,
             power, authority or discretion may be delegated by it in the
             execution or purported execution of the trusts, powers,
             authorities or discretions vested in it by this Trust Deed and (b)
             against all liabilities, actions, proceedings, costs, claims and
             demands in respect of any matter or thing properly done or omitted
             in any way relating to this Trust Deed provided that it is
             expressly stated that Clause 10.5 (Trustee liable for gross
             negligence) shall apply in relation to these provisions;

     11.1.7  Payment of amounts due: All amounts payable pursuant to
             sub-clauses 11.1.5 and 11.1.6 shall be payable by the Issuer on
             the date specified in a demand by the Trustee and in the case of
             payments actually made by the Trustee prior to such demand shall
             carry interest at the rate of one per cent. per annum above


                                     -32-
<PAGE>


             the base rate from time to time of The Royal Bank of Scotland
             plc from the date specified in such demand, and in all other
             cases shall (if not paid on the date specified in such demand
             or, if later, within ten days after such demand and, in either
             case, the Trustee so requires) carry interest at such rate from
             the date specified in such demand. All remuneration payable to
             the Trustee shall carry interest at such rate from the due date
             thereof;

     11.1.8  Apportionment: The Trustee shall be entitled in its absolute
             discretion to determine in respect of which series of Notes any
             costs, charges, expenses or liabilities incurred under this Trust
             Deed have been incurred or to allocate any such costs, charges,
             expenses or liabilities between two or more series of Notes;

     11.1.9  Discharges: Unless otherwise specifically stated in any discharge
             of this Trust Deed the provisions of this Clause 11.1
             (Remuneration) shall continue in full force and effect
             notwithstanding such discharge.

11.2 Stamp duties

     The Issuer will pay all stamp duties, registration taxes, capital duties
     and other similar duties or taxes (if any) payable in the United Kingdom,
     Luxembourg or Switzerland on (a) the constitution and issue of the Notes
     and Coupons, (b) the initial delivery of the Notes (c) any action taken by
     the Trustee (or any Noteholder or Couponholder where permitted or required
     under this Trust Deed so to do) to enforce the provisions of the Notes or
     this Trust Deed and (d) the execution of this Trust Deed. If the Trustee
     (or any Noteholder or Couponholder where permitted under this Trust Deed
     so to do) shall take any proceedings against the Issuer or the Guarantor
     in any other jurisdiction and if for the purpose of any such proceedings
     this Trust Deed or any Notes are taken into any such jurisdiction and any
     stamp duties or other duties or taxes become payable thereon in any such
     jurisdiction, the Issuer will pay (or reimburse the person making payment
     of) such stamp duties or other duties or taxes (including penalties).

11.3 Exchange rate indemnity

     11.3.1  Currency of Account and Payment: The currency of denomination of
             any Notes or, in relation to Clause 11.1 (Remuneration), pounds
             sterling (the "Contractual Currency") is the sole currency of
             account and payment for all sums payable by the Issuer and
             Guarantor under or in connection with this Trust Deed and the
             Notes and the Coupons, including damages;

     11.3.2  Extent of Discharge: An amount received or recovered in a currency
             other than the Contractual Currency (whether as a result of, or of
             the enforcement of, a judgment or order of a court of any
             jurisdiction, in the winding-up or dissolution of the Issuer or
             the Guarantor or otherwise), by the Trustee or any Noteholder or
             Couponholder in respect of any sum expressed to be due to it from
             the Issuer or Guarantor will only discharge the Issuer and
             Guarantor to the extent of the Contractual Currency amount which
             the recipient is able to purchase with the amount so received or
             recovered in that other currency on


                                     -33-
<PAGE>


             the date of that receipt or recovery (or, if it is not
             practicable to make that purchase on that date, on the first
             date on which it is practicable to do so); and

     11.3.3  Indemnity: If that Contractual Currency amount is less than the
             Contractual Currency amount expressed to be due to the recipient
             under this Trust Deed or the Notes or the Coupons, the Issuer will
             indemnify it against any Liability sustained by it as a result. In
             any event, the Issuer will indemnify the recipient against the
             cost of making any such purchase.

11.4 Indemnities separate

     The indemnities in this Trust Deed constitute separate and independent
     obligations from the other obligations in this Trust Deed, will give rise
     to separate and independent causes of action, will apply irrespective of
     any indulgence granted by the Trustee and/or any Noteholder or
     Couponholder and will continue in full force and effect despite any
     judgment, order, claim or proof for a liquidated amount in respect of any
     sum due under this Trust Deed or the Notes and/or the Coupons or any other
     judgment or order. Any such Liability as referred to in sub-clause 11.3.3
     (Indemnity) shall be deemed to constitute a Liability suffered by the
     Trustee, the Noteholders and Couponholders and no proof or evidence of any
     actual Liability shall be required by the Issuer or Guarantor or their
     liquidator or liquidators.

12.  APPOINTMENT AND RETIREMENT

12.1 Appointment of Trustees

     The power of appointing new trustees of this Trust Deed shall be vested in
     the Issuer but no person shall be appointed who shall not previously have
     been approved by an Extraordinary Resolution. A trust corporation may be
     appointed sole trustee hereof but subject thereto there shall be at least
     two trustees hereof one at least of which shall be a trust corporation.
     Any appointment of a new trustee hereof shall as soon as practicable
     thereafter be notified by the Issuer to the Paying Agents and to the
     Noteholders. The Noteholders shall together have the power, exercisable by
     Extraordinary Resolution, to remove any trustee or trustees for the time
     being hereof. The removal of any trustee shall not become effective unless
     there remains a trustee hereof (being a trust corporation) in office after
     such removal.

12.2 Co-trustees

     Notwithstanding the provisions of Clause 12.1 (Appointment of Trustees),
     the Trustee may, subject to prior consultation, if the Trustee considers
     it practical to do so, with the Issuer and the Guarantor but without the
     consent of the Issuer or the Guarantor or the Noteholders, appoint any
     person established or resident in any jurisdiction (whether a trust
     corporation or not) to act either as a separate trustee or as a co-trustee
     jointly with the Trustee:

     12.2.1  if the Trustee considers such appointment to be in the interests
             of the Noteholders; or


                                     -34-
<PAGE>


     12.2.2  for the purposes of conforming to any legal requirements,
             restrictions or conditions in any jurisdiction in which any
             particular act or acts are to be performed; or

     12.2.3  for the purposes of obtaining a judgment in any jurisdiction or
             the enforcement in any jurisdiction either of a judgment already
             obtained or of this Trust Deed.

12.3 Attorneys

     The Issuer and the Guarantor each hereby irrevocably appoints the Trustee
     to be its attorney in its name and on its behalf to execute any such
     instrument of appointment. Such a person shall (subject always to the
     provisions of this Trust Deed) have such trusts, powers, authorities and
     discretions (not exceeding those conferred on the Trustee by this Trust
     Deed) and such duties and obligations as shall be conferred on such person
     or imposed by the instrument of appointment. The Trustee shall have power
     in like manner to remove any such person. Such proper remuneration as the
     Trustee may pay to any such person, together with any attributable costs,
     charges and expenses properly incurred by it in performing its function as
     such separate trustee or co-trustee, shall for the purposes of this Trust
     Deed be treated as costs, charges and expenses incurred by the Trustee.

12.4 Retirement of Trustees

     Any Trustee for the time being of this Trust Deed may retire at any time
     upon giving not less than three calendar months' notice in writing to the
     Issuer and the Guarantor without assigning any reason therefor and without
     being responsible for any costs occasioned by such retirement. The
     retirement of any Trustee shall not become effective unless there remains
     a trustee hereof (being a trust corporation) in office after such
     retirement. Each of the Issuer and the Guarantor hereby covenants that in
     the event of the only trustee hereof which is a trust corporation giving
     notice under this Clause it shall use its reasonable endeavours to procure
     a new trustee, being a trust corporation, to be appointed and if the
     Issuer has not procured the appointment of a new trustee within 30 days of
     the expiry of the Trustee notice referred to in this Clause 12.4, the
     Trustee shall be entitled to procure forthwith a new trustee.

12.5 Competence of a majority of Trustees

     Whenever there shall be more than two trustees hereof the majority of such
     trustees shall (provided such majority includes a trust corporation) be
     competent to execute and exercise all the trusts, powers, authorities and
     discretions vested by this Trust Deed in the Trustee generally.

12.6 Powers additional

     The powers conferred by this Trust Deed upon the Trustee shall be in
     addition to any powers which may from time to time be vested in it by
     general law or as the holder of any of the Notes or Coupons.

12.7 Merger

     Any corporation into which the Trustee may be merged or converted or with
     which it may be consolidated, or any corporation resulting from any
     merger, conversion or


                                     -35-
<PAGE>


     consolidation to which the Trustee shall be a party, or any corporation
     succeeding to all or substantially all the corporate trust business of the
     Trustee, shall be the successor of the Trustee hereunder, provided such
     corporation shall be otherwise qualified and eligible under this Clause,
     without the execution or filing of any paper or any further act on the
     part of any of the parties hereto.

13.  NOTICES

13.1 Addresses for notices

     All notices and other communications hereunder shall be made in writing
     and in English (by letter, telex or fax) and shall be sent as follows:

     13.1.1  Issuer: If to the Issuer, to it at:

             Syngenta Luxembourg Finance (#2) S.A.
             1, rue des Glacis
             L-1628 Luxembourg

             Fax: +352 26 21 24 12
             Attention: Managing Director

             With a copy to the Guarantor (details as set out in
             Clause 13.1.2 below).

     13.1.2  Guarantor: if to the Guarantor, to it at:

             Syngenta AG
             Schwarzwaldallee 215
             4058 Basel
             Switzerland

             Fax: +41 61 323 7571
             Attention: Group General Counsel

             and

             Fax: +41 61 323 5433
             Attention: Group Treasurer

     13.1.3  Trustee: if to the Trustee, to it at:

             J.P. Morgan Trustee and Depositary Company Limited
             Trinity Tower
             9 Thomas More Street
             London E1W 1YT
             United Kingdom

             Fax: +44 20 7777 5410
             Attention: Manager, Trust Administration


                                     -36-
<PAGE>


13.2 Effectiveness

     Every notice or other communication sent in accordance with Clause 13.1
     shall be effective as follows; if sent by letter, it shall be deemed to
     have been delivered 7 days after the time of despatch and if sent by fax
     it shall be deemed to have been delivered at the time of despatch provided
     that any such notice or other communication which would otherwise take
     effect after 4.00 p.m. on any particular day shall not take effect until
     10.00 a.m. on the immediately succeeding business day in the place of the
     addressee.

13.3 No Notice to Couponholders

     Neither the Trustee nor the Issuer nor the Guarantor shall be required to
     give any notice to the Couponholders for any purpose under this Trust Deed
     and the Couponholders shall be deemed for all purposes to have notice of
     the contents of any notice given to the Noteholders in accordance with
     Condition 15 (Notices).

14.  LAW AND JURISDICTION

14.1 Governing Law

     This Trust Deed and the Notes shall be governed by, and construed in
     accordance with, English law.

14.2 Jurisdiction

     Each of the Issuer and the Guarantor agrees for the benefit of the Trustee
     and the Noteholders that the courts of England shall have jurisdiction to
     hear and determine any suit, action or proceedings, and to settle any
     disputes, which may arise out of or in connection with this Trust Deed or
     the Notes or Coupons (respectively, "Proceedings" and "Disputes") and for
     such purposes, irrevocably submits to the jurisdiction of such courts.

14.3 Appropriate forum

     Each of the Issuer and the Guarantor irrevocably waives any objection
     which it might now or hereafter have to the courts of England being
     nominated as the forum to hear and determine any Proceedings and to settle
     any Disputes and agrees not to claim that any such court is not a
     convenient or appropriate forum.

14.4 Process agent

     Each of the Issuer and the Guarantor agrees that the process by which any
     Proceedings in England are begun may be served on it by being delivered to
     Syngenta Limited Attention: Company Secretary at Fernhurst, Haslemere,
     Surrey GU27 3JE or its registered office for the time being/principal
     place of business in England for the time being or at any other address
     for the time being at which process may be served on such person in
     accordance with Part XXIII of the Companies Act 1985 (as modified or
     re-enacted from time to time). If such person is not or ceases to be
     effectively appointed to accept service of process on behalf of the Issuer
     and the Guarantor, the Issuer and the Guarantor (acting together) shall,
     on the written demand of the Trustee, appoint a further person in England
     to accept service of process on their behalf and, failing such appointment
     within 15 days, the Trustee shall be entitled to appoint such a


                                     -37-
<PAGE>


     person by written notice to the Issuer and the Guarantor. Nothing in this
     sub-clause shall affect the right of the Trustee to serve process in any
     other manner permitted by law.

14.5 Non-exclusivity

     The submission to the jurisdiction of the courts of England shall not (and
     shall not be construed so as to) limit the right of the Trustee or any of
     the Noteholders to take Proceedings in any other court of competent
     jurisdiction nor shall the taking of Proceedings in any one or more
     jurisdictions preclude the taking of Proceedings in any other jurisdiction
     (whether concurrently or not) if and to the extent permitted by applicable
     law.

14.6 Special Acceptance Statement

     Without prejudice to the foregoing, the Issuer expressly and specifically
     confirms its agreement with the jurisdiction of the courts of England for
     the purposes of, and in accordance with, Article 1 of the Protocol annexed
     to the Convention on Jurisdiction and the Enforcement of Judgments in
     Civil and Commercial Matters signed at Brussels on 27 September 1968, as
     amended.

15.  SEVERABILITY

     In case any provision in or obligation under this Trust Deed shall be
     invalid, illegal or unenforceable in any jurisdiction, the validity,
     legality and enforceability of the remaining provisions or obligations, or
     of such provision or obligation in any other jurisdiction, shall not in
     any way be affected or impaired thereby.

16.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     No person shall have any right to enforce any provision of this Trust Deed
     under the Contracts (Rights of Third Parties) Act 1999.

17.  COUNTERPARTS

     This Trust Deed may be executed in any number of counterparts, each of
     which shall be deemed an original.

IN WITNESS WHEREOF this Trust Deed has been executed as a deed by the parties
hereto and is intended to be and is hereby delivered on the date first before
written.


                                     -38-
<PAGE>


                                  SCHEDULE 1

                                    Part A

                         Form Of Temporary Global Note

ANY UNITED STATES PERSON 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.

                     SYNGENTA LUXEMBOURG FINANCE (#2) S.A.

 (incorporated with limited liability (societe anonyme) under the laws of the
Grand-Duchy of Luxembourg on 17 November 2000 and registered with the trade and
companies register at the district court of Luxembourg under No. B 78.885, with
   a subscribed share capital of one hundred thousand Euros (EUR 100,000.-)
represented by two thousand (2,000) shares with a par value of EUR 50.- (fifty
   Euros) per share, which have been entirely paid in, and whose articles of
   incorporation have been published in the Memorial C, Journal Officiel du
Grand-Duche du Luxembourg, Recueil des Societes et Associations ("Memorial C")
                       dated 30 May 2001 on page 18983)

           [(euro)800,000,000 5.50 per cent. Guaranteed Notes due 2006/
            (euro)350,000,000 Guaranteed Floating Rate Notes due 2003]
                                 guaranteed by

                                  SYNGENTA AG
                  (incorporated with limited liability under
                           the laws of Switzerland)

                             TEMPORARY GLOBAL NOTE

1.   Introduction

     This Temporary Global Note is issued in respect of the [(euro)800,000,000
     5.50 per cent. Guaranteed Notes due 2006/(euro)350,000,000 Guaranteed
     Floating Rate Notes due 2003] (the "Notes") of Syngenta Luxembourg Finance
     (#2) S.A. (the "Issuer"). The Notes are subject to, and have the benefit
     of, a trust deed dated 10 July 2001 (as amended or supplemented from time
     to time, the "Trust Deed") between the Issuer, Syngenta AG (the
     "Guarantor") and J.P. Morgan Trustee and Depositary Company Limited as
     trustee (the "Trustee", which expression includes all persons for the time
     being appointed trustee or trustees under the Trust Deed) and are the
     subject of a paying agency agreement dated 10 July 2001 (as amended or
     supplemented from time to time, the "Paying Agency Agreement") and made
     between the Issuer, the Guarantor, The Chase Manhattan Bank as principal
     paying agent (the "Principal Paying Agent", which expression includes any
     successor principal paying agent appointed from time to time in connection
     with the Notes), the other paying agents named therein (together


                                     -39-
<PAGE>


     with the Principal Paying Agent, the "Paying Agents", which expression
     includes any successor or additional paying agents appointed from time to
     time in connection with the Notes) and the Trustee.

2.   References to Conditions

     Any reference herein to the "Conditions" is to the terms and conditions of
     the Notes scheduled to the Trust Deed and any reference to a numbered
     "Condition" is to the correspondingly numbered provision thereof.

3.   Promise to pay

     The Issuer, for value received, promises to pay to the bearer of this
     Temporary Global Note the principal amount of this Temporary Global Note
     being on the date hereof the sum of

                                   (euro)[o]
                              ([o] MILLION EURO)

     on 10 July 200[3/6] or on such earlier date or dates as the same may
     become payable in accordance with the Conditions, and to pay interest on
     such principal sum in arrear on the dates and at the rate specified in or
     determined in accordance with the Conditions, together with any additional
     amounts payable in accordance with the Conditions, all subject to and in
     accordance with the Conditions; provided, however, that such interest
     shall be payable only:

3.1  in the case of interest falling due before the Exchange Date (as defined
     below), to the extent that a certificate or certificates issued by
     Euroclear Bank S.A./N.V., as operator of the Euroclear System
     ("Euroclear") and/or Clearstream Banking, societe anonyme ("Clearstream,
     Luxembourg") dated not earlier than the date on which such interest falls
     due and in substantially the form set out in Schedule 3 hereto is/are
     delivered to the Specified Office (as defined in the Trust Deed) of the
     Principal Paying Agent; or

3.2  in the case of interest falling due at any time, to the extent that the
     Issuer has failed to procure the exchange for the Permanent Global Note
     (as defined below) of that portion of this Temporary Global Note in
     respect of which such interest has accrued.

4.   Negotiability

     This Temporary Global Note is negotiable and, accordingly, title to this
     Temporary Global Note shall pass by delivery.

5.   Exchange

     On or after the day following the expiry of 40 days after the date of
     issue of this Temporary Global Note (the "Exchange Date"), the Issuer
     shall procure (in the case of first exchange) the delivery of a permanent
     global note (the "Permanent Global Note") in substantially the form set
     out in Part B of Schedule 1 (Form of Permanent Global Note) to the Trust
     Deed to the bearer of this Temporary Global Note or (in the case of any
     subsequent exchange) an increase in the principal amount of the Permanent
     Global Note in accordance with its terms against:


                                     -40-
<PAGE>


5.1  presentation and (in the case of final exchange) surrender of this
     Temporary Global Note at the Specified Office of the Principal Paying
     Agent; and

5.2  receipt by the Principal Paying Agent of a certificate or certificates
     issued by Euroclear and/or Clearstream, Luxembourg dated not earlier than
     the Exchange Date and in substantially the form set out in Schedule 3
     hereto.

     The principal amount of the Permanent Global Note shall be equal to the
     aggregate of the principal amounts specified in the certificates issued by
     Euroclear and/or Clearstream, Luxembourg and received by the Principal
     Paying Agent; provided, however, that in no circumstances shall the
     principal amount of the Permanent Global Note exceed the initial principal
     amount of this Temporary Global Note.

6.   Writing down

     On each occasion on which:

     (a)  a payment of principal is made in respect of this Temporary Global
          Note;

     (b)  this Temporary Global Note is exchanged for an interest in the
          Permanent Global Note; or

     (c)  Notes represented by this Temporary Global Note are to be cancelled
          in accordance with Condition 5(e) (Redemption and Purchase -
          Cancellation),

     the Issuer shall procure that (a) the amount of such payment of principal
     or the principal amount of such exchange or the principal amount so
     cancelled and (b) the remaining principal amount of this Temporary Global
     Note (which shall be the previous principal amount hereof less the
     relevant principal amount referred to in (a) are noted in Schedule 1
     hereto, whereupon the principal amount of this Temporary Global Note shall
     for all purposes be as most recently so noted.

7.   Payments

     All payments in respect of this Temporary Global Note shall be made
     against presentation and (in the case of payment of principal in full with
     all interest accrued thereon) surrender of this Temporary Global Note at
     the Specified Office of any Paying Agent and shall be effective to satisfy
     and discharge the corresponding liabilities of the Issuer in respect of
     the Notes. On each occasion on which a payment of interest is made in
     respect of this Temporary Global Note, the Issuer shall procure that the
     same is noted in Schedule 1 hereto.

8.   Conditions apply

     Until the entire principal amount of this Temporary Global Note has been
     extinguished, the bearer of this Temporary Global Note shall be subject to
     the Conditions and the Trust Deed and, subject as otherwise provided
     herein, shall be entitled to the same rights and benefits under the
     Conditions as if the bearer were the holder of Notes in definitive form in
     substantially the form set out in Part A of Schedule 2 (Form of Definitive
     Note) to the Trust Deed and the related interest coupons and in an
     aggregate principal amount equal to the principal amount of this Temporary
     Global Note.


                                     -41-
<PAGE>


9.   Notices

     Notwithstanding Condition 15 (Notices), while all the Notes are
     represented by this Temporary Global Note (or by this Temporary Global
     Note and the Permanent Global Note) and this Temporary Global Note is (or
     this Temporary Global Note and the Permanent Global Note are) deposited
     with a common depositary for Euroclear and Clearstream, Luxembourg,
     notices to Noteholders may be given by delivery of the relevant notice to
     Euroclear and Clearstream, Luxembourg and, in any case, such notices shall
     be deemed to have been given to the Noteholders in accordance with the
     Condition 15 (Notices) on the date of delivery to Euroclear and
     Clearstream, Luxembourg.

10.  Authentication

     This Temporary Global Note shall not be valid for any purpose until it has
     been authenticated for and on behalf of The Chase Manhattan Bank as
     principal paying agent.

11.  Governing law

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

     AS WITNESS the manual or facsimile signature of two directors of the
     Issuer on behalf of the Issuer.

     SYNGENTA LUXEMBOURG FINANCE (#2) S.A.

     By: ..............................
         [manual or facsimile signature]
         (duly authorised)


     By: ..............................
         [manual or facsimile signature]
         (duly authorised)


                                     -42-
<PAGE>


ISSUED on 10 July 2001

AUTHENTICATED for and on behalf of
The Chase Manhattan Bank
as principal paying agent
without recourse, warranty or liability

By: ..............................
    [manual signature]
    (duly authorised)


                                     -43-
<PAGE>


                                  Schedule 1

    Payments, Exchange for Permanent Global Note and Cancellation of Notes

<TABLE>
====================================================================================================================
                                                    Principal
                                                    amount of
                                                    Permanent
                                                Global Note then
                                                delivered or by                         Remaining
  Date of                                             which            Aggregate        principal
  payment,       Amount of       Amount of          Permanent      principal amount   amount of this
delivery or    interest then   principal then   Global Note then     of Notes then      Temporary      Authorised
cancellation       paid            paid             increased          cancelled       Global Note     Signature
--------------------------------------------------------------------------------------------------------------------
<S>            <C>             <C>              <C>                <C>                <C>              <C>
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     -44-
<PAGE>


                                  Schedule 2

                     Form of Accountholder's Certification

                     SYNGENTA LUXEMBOURG FINANCE (#2) S.A.
                  (incorporated with limited liability under
                            the laws of Luxembourg)

         [(euro)800,000,000 5.50 per cent. Guaranteed Notes due 2006/
          (euro)350,000,000 Guaranteed Floating Rate Notes due 2003]
                                 guaranteed by

                                  SYNGENTA AG
                  (incorporated with limited liability under
                           the laws of Switzerland)

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 (a) are 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"), (b) are owned by United States person(s) that (i)
are foreign branches of a United States financial institution (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 (i) or (ii), 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 (c) 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 (c) (whether or not
also described in clause (a) or (b)) 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 that, except as set forth below, the Securities are
beneficially owned by (1) non-U.S. person(s) or (2) 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); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.


                                     -45-
<PAGE>


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 operating 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.

This certification excepts and does not relate to e [amount] 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 rights 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 account holder]
as, or as agent for,
the beneficial owner(s) of the Securities
to which this certificate relates.

By: ....................................
    Authorised signatory


                                     -46-
<PAGE>


                                  Schedule 3

            Form of Euroclear/Clearstream, Luxembourg Certification

                     SYNGENTA LUXEMBOURG FINANCE (#2) S.A.
                  (incorporated with limited liability under
                            the laws of Luxembourg)

         [(euro)800,000,000 5.50 per cent. Guaranteed Notes due 2006/
          (euro)350,000,000 Guaranteed Floating Rate Notes due 2003]
                                 guaranteed by

                                  SYNGENTA AG
                  (incorporated with limited liability under
                           the laws of Switzerland)

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 portion
of the principal amount set forth below (our "Member Organisations")
substantially to the effect set forth in the temporary global note issued in
respect of the securities, as of the date hereof, e [amount] principal amount
of the abovecaptioned Securities (a) 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"), (b) is
owned by United States persons that (i) 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 (ii) 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 (i) or
(ii), 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 (c) 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 (c)
(whether or not also described in clause (a) or (b)) 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.

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 the 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


                                     -47-
<PAGE>


portion substantially to the effect set forth in the temporary global note
issued in respect of the Securities.

We further certify (1) 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
(2) 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 of 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: [            ]

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

or

Clearstream Banking, societe anonyme

By: ....................................
    Authorised signatory


                                     -48-
<PAGE>


                                    Part B

                         Form Of Permanent Global Note

ANY UNITED STATES PERSON 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.

                     SYNGENTA LUXEMBOURG FINANCE (#2) S.A.

    (incorporated with limited liability (societe anonyme) under the laws of
   the Grand-Duchy of Luxembourg on 17 November 2000 and registered with the
   trade and companies register at the district court of Luxembourg under No.
    B 78.885, with a subscribed share capital of one hundred thousand Euros
     (EUR 100,000.-) represented by two thousand (2,000) shares with a par
    value of EUR 50.- (fifty Euros) per share, which have been entirely paid
       in, and whose articles of incorporation have been published in the
     Memorial C, Journal Officiel du Grand-Duche du Luxembourg, Recueil des
    Societes et Associations ("Memorial C") dated 30 May 2001 on page 18983)

          [(euro)800,000,000 5.50 per cent. Guaranteed Notes due 2006/
           (euro)350,000,000 Guaranteed Floating Rate Notes due 2003]

                                 guaranteed by

                                  SYNGENTA AG
                   (incorporated with limited liability under
                           the laws of Switzerland)

                             PERMANENT GLOBAL NOTE

1.   Introduction

     This Global Note is issued in respect of the [(euro)800,000,000 5.50 per
     cent. Guaranteed Notes due 2006/(euro)350,000,000 Guaranteed Floating Rate
     Notes due 2003] (the "Notes") of Syngenta Luxembourg Finance (#2) S.A.
     (the "Issuer"). The Notes are subject to, and have the benefit of, a trust
     deed dated 10 July 2001 (as amended or supplemented from time to time, the
     "Trust Deed") between the Issuer, Syngenta AG (the "Guarantor") and J.P.
     Morgan Trustee and Depositary Company Limited as trustee (the "Trustee",
     which expression includes all persons for the time being appointed trustee
     or trustees under the Trust Deed) and are the subject of a paying agency
     agreement dated 10 July 2001 (as amended or supplemented from time to
     time, the "Paying Agency Agreement") and made between the Issuer, the
     Guarantor, The Chase Manhattan Bank as principal paying agent (the
     "Principal Paying Agent", which expression includes any successor
     principal paying agent appointed from time to time in connection with the
     Notes), the other paying agents named therein (together with the Principal
     Paying Agent, the "Paying Agents", which expression includes any successor
     or additional paying agents appointed from time to time in connection with
     the Notes) and the Trustee.


                                     -49-
<PAGE>


2.   References to Conditions

     Any reference herein to the "Conditions" is to the terms and conditions of
     the Notes set out in Schedule 2 hereto and any reference to a numbered
     "Condition" is to the correspondingly numbered provision thereof.

3.   Promise to pay

     The Issuer, for value received, promises to pay to the bearer of this
     Global Note the principal amount of this Global Note on 10 July 200[3/6]
     or on such earlier date or dates as the same may become payable in
     accordance with the Conditions, and to pay interest on such principal sum
     in arrear on the dates and at the rate specified in or determined in
     accordance with the Conditions, together with any additional amounts
     payable in accordance with the Conditions, all subject to and in
     accordance with the Conditions.

4.   Negotiability

     This Global Note is negotiable and, accordingly, title to this Global Note
     shall pass by delivery.

5.   Exchange

     This Global Note will become exchangeable, in whole but not in part only,
     for Notes in definitive form ("Definitive Notes") in the denominations of
     (euro)1,000, (euro)10,000 and (euro)100,000 each, at the request of the
     bearer of this Global Note, in substantially the form set out in Part A of
     Schedule 2 (Form of Definitive Note) to the Trust Deed if either of the
     following events (each, an "Exchange Event") occurs:

     (a)  Euroclear Bank S.A./N.V., as operator of the Euroclear System
          ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream,
          Luxembourg") are closed for business for a continuous period of 14
          days (other than by reason of legal holidays) or announce an
          intention permanently to cease business or in fact do so and no
          alternative clearing system satisfactory to the Trustee is available;
          or

     (b)  any of the circumstances described in Condition 8 (Events of Default)
          occurs and is continuing.

     This Global Note will also become exchangeable, in whole but not in part
     only and at the option of the Issuer, for Definitive Notes at any time.
     The holder of this Global Note will not be entitled to collect any payment
     of interest or principal due on or after the date it is exchangeable for
     Definitive Notes as aforesaid unless exchange of this Global Note for
     Definitive Notes is improperly withheld or refused.

6.   Delivery of Definitive Notes

     Whenever this Global Note is to be exchanged for Definitive Notes, the
     Issuer shall procure the prompt delivery (free of charge) of such
     Definitive Notes, duly authenticated and with interest coupons ("Coupons")
     attached, in an aggregate


                                     -50-
<PAGE>


     principal amount equal to the principal amount of this Global Note to the
     bearer of this Global Note against the surrender of this Global Note at
     the Specified Office (as defined in the Trust Deed) of the Principal
     Paying Agent within 30 days of, in the event of the occurrence of an
     Exchange Event, the bearer of this Global Note giving notice to the
     Issuer, or, in the event of the Issuer exercising its option to exchange
     this Global Note for Definitive Notes, the Issuer giving notice of such
     exercise to the Noteholders.

7.   Writing down

     On each occasion on which:

     (a)  a payment of principal is made in respect of this Global Note;

     (b)  Definitive Notes are delivered; or

     (c)  Notes represented by this Global Note are to be cancelled in
          accordance with Condition 5(e) (Redemption and Purchase -
          Cancellation),

     the Issuer shall procure that (i) the amount of such payment of principal
     or the aggregate principal amount of Definitive Notes so delivered or the
     principal amount so cancelled and (ii) the remaining principal amount of
     this Global Note (which shall be the previous principal amount hereof less
     the relevant principal amount referred to in (i) above) are noted in
     Schedule 1 hereto, whereupon the principal amount of this Global Note
     shall for all purposes be as most recently so noted.

8.   Writing up

     The Notes were originally represented by a temporary global note (the
     "Temporary Global Note") and on each occasion that the Temporary Global
     Note is exchanged for an interest in this Global Note, the principal
     amount of this Global Note shall be increased by the principal amount of
     such exchange, and the Issuer shall procure that the principal amount of
     this Global Note (which shall be the previous principal amount hereof (if
     any) plus the amount of such exchange) is noted in Schedule 1 hereto,
     whereupon the principal amount of this Global Note shall for all purposes
     be as most recently so noted.

9.   Payments

     All payments in respect of this Global Note shall be made against
     presentation and (in the case of payment of principal in full with all
     interest accrued thereon) surrender of this Global Note at the Specified
     Office of any Paying Agent and shall be effective to satisfy and discharge
     the corresponding liabilities of the Issuer in respect of the Notes. On
     each occasion on which a payment of interest is made in respect of this
     Global Note, the Issuer shall procure that the same is noted in Schedule 1
     hereto.

10.  Conditions apply

     Until the entire principal amount of this Global Note has been
     extinguished, the bearer of this Global Note shall be subject to the
     Conditions and the Trust Deed and, subject as otherwise provided herein,
     shall be entitled to the same rights and benefits under the


                                     -51-
<PAGE>


     Conditions as if it were the holder of Definitive Notes and the related
     Coupons and in an aggregate principal amount equal to the principal amount
     of this Global Note.

11.  Notices

     Notwithstanding Condition 15 (Notices), while all the Notes are
     represented by this Global Note (or by this Global Note and a Temporary
     Global Note) and this Global Note is (or this Global Note and the
     Temporary Global Note are) deposited with a common depositary for
     Euroclear and Clearstream, Luxembourg, notices to Noteholders may be given
     by delivery of the relevant notice to Euroclear and Clearstream,
     Luxembourg and, in any case, such notices shall be deemed to have been
     given to the Noteholders in accordance with the Condition 15 (Notices) on
     the date of delivery to Euroclear and Clearstream, Luxembourg.

12.  Authentication

     This Global Note shall not be valid for any purpose until it has been
     authenticated for and on behalf of The Chase Manhattan Bank as principal
     paying agent.

13.  Governing law

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

AS WITNESS the manual or facsimile signature of two directors of the Issuer on
behalf of the Issuer.

SYNGENTA LUXEMBOURG FINANCE (#2) S.A.

By: ..............................
    [manual or facsimile signature]
    (duly authorised)


By: ..............................
    [manual or facsimile signature]
    (duly authorised)


                                     -52-
<PAGE>


ISSUED as of 10 July 2001

AUTHENTICATED for and on behalf of
The Chase Manhattan Bank
as principal paying agent
without recourse, warranty or liability

By: ..............................
    [manual signature]
    (duly authorised)


                                     -53-
<PAGE>


                                  Schedule 1

PAYMENTS, EXCHANGES AGAINST TEMPORARY GLOBAL NOTE, DELIVERY OF DEFINITIVE NOTES
                           AND CANCELLATION OF NOTES

<TABLE>
=================================================================================================================================
 Date of                                                                                 Aggregate
 payment,                                       Principal amount                         principal
 exchange,       Amount of       Amount of        of Temporary    Aggregate principal    amount of   New principal
delivery or    interest then   principal then      Global Note    amount of Definitive   Notes then  amount of this  Authorised
cancellation       paid            paid          then exchanged   Notes then delivered   cancelled     Global Note    signature
---------------------------------------------------------------------------------------------------------------------------------
<S>            <C>             <C>              <C>               <C>                    <C>         <C>             <C>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     -54-
<PAGE>


                                  Schedule 2

                       TERMS AND CONDITIONS OF THE NOTES



                                     -55-
<PAGE>


                                  SCHEDULE 2

                                    Part A
                            Form Of Definitive Note

                            FORM OF DEFINITIVE NOTE

[On the face of the Note:]

[          ]

ANY UNITED STATES PERSON 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.

                     SYNGENTA LUXEMBOURG FINANCE (#2) S.A.
 (incorporated with limited liability (societe anonyme) under the laws of the
Grand-Duchy of Luxembourg on 17 November 2000 and registered with the trade and
companies register at the district court of Luxembourg under No. B 78.885, with
   a subscribed share capital of one hundred thousand Euros (EUR 100,000.-)
represented by two thousand (2,000) shares with a par value of EUR 50.- (fifty
   Euros) per share, which have been entirely paid in, and whose articles of
   incorporation have been published in the Memorial C, Journal Officiel du
Grand-Duche du Luxembourg, Recueil des Societes et Associations ("Memorial C")
                       dated 30 May 2001 on page 18983)

         [(euro)800,000,000 5.50 per cent. Guaranteed Notes due 2006/
          (euro)350,000,000 Guaranteed Floating Rate Notes due 2003]

                                 guaranteed by

                                  SYNGENTA AG
                  (incorporated with limited liability under
                           the laws of Switzerland)

This Note is one of a series of notes (the "Notes") in the denominations of
1,000, 10,000 and 100,000 and in the aggregate principal amount of [
800,000,000/ 350,000,000] issued by Syngenta Luxembourg Finance (#2) S.A. (the
"Issuer"). The Notes are subject to, and have the benefit of, a trust deed
dated 10 July 2001 between the Issuer, Syngenta AG as guarantor and J.P. Morgan
Trustee and Depositary Company Limited as trustee for the holders of the Notes
from time to time.

The Issuer, for value received, promises to pay to the bearer the principal sum
of


                                     -56-
<PAGE>


                         (euro)[1,000/10,000/100,000]
           (ONE THOUSAND EURO/TEN THOUSAND EURO/ONE HUNDRED THOUSAND
                                     EURO)

on 10 July 200[3/6], or on such earlier date or dates as the same may become
payable in accordance with the conditions endorsed hereon (the "Conditions"),
and to pay interest on such principal sum in arrear on the dates and at the
rate specified in or determined in accordance with the Conditions, together
with any additional amounts payable in accordance with the Conditions, all
subject to and in accordance with the Conditions. This Note and the interest
coupons relating hereto shall not be valid for any purpose until this Note has
been authenticated for and on behalf of The Chase Manhattan Bank as principal
paying agent.

AS WITNESS the facsimile signature of two directors of the Issuer on behalf of
the Issuer.

SYNGENTA LUXEMBOURG FINANCE (#2) S.A.

By: ..............................
    [facsimile signature]
    (duly authorised)


By: ..............................
    [facsimile signature]
    (duly authorised)

ISSUED as of 10 July 2001

AUTHENTICATED for and on behalf of
The Chase Manhattan Bank
as principal paying agent
without recourse, warranty or liability

By: ..............................
    [manual signature]
    (duly authorised)


                                     -57-
<PAGE>


[On the reverse of the Note:]

                             TERMS AND CONDITIONS

         As set out in [Part B/Part C] of Schedule 2 to the Trust Deed

[At the foot of the Terms and Conditions:]

                            PRINCIPAL PAYING AGENT

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


                                 PAYING AGENTS

                            Chase Manhattan Bank AG
                                Grueneburgweg 2
                             60322 Frankfurt Main
                                    Germany


                                     -58-
<PAGE>


                                    Part B



                                     -59-
<PAGE>




                                     -60-
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                                     -61-
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                                     -62-
<PAGE>




                                     -63-
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                                     -64-
<PAGE>




                                     -65-
<PAGE>




                                     -66-
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                                    Part C



                                     -67-
<PAGE>




                                     -68-
<PAGE>




                                     -69-
<PAGE>




                                     -70-
<PAGE>




                                     -71-
<PAGE>




                                     -72-
<PAGE>




                                     -73-
<PAGE>




                                     -74-
<PAGE>




                                     -75-
<PAGE>


                                    Part D

                                Form Of Coupon

[On the face of the Coupon:]

SYNGENTA LUXEMBOURG FINANCE (#2) S.A.
[(euro)800,000,000 5.50 per cent. Guaranteed Notes due 2006]/
[(euro)350,000,000 Guaranteed
Floating Rate Notes due 2003]

[Coupon (euro)[o] due on [o] 20[o].]/1[This Coupon relates to a Note in the
denomination of (euro)[o]. Coupon for the amount of interest due on the
Interest Payment Date falling in [month] 20[o].]2

Such amount is payable, subject to the terms and conditions (the "Conditions")
endorsed on the Note to which this Coupon relates (which are binding on the
holder of this Coupon whether or not it is for the time being attached to such
Note), against presentation and surrender of this Coupon at the specified
office for the time being of any of the agents shown on the reverse of this
Coupon (or any successor or additional agents appointed from time to time in
accordance with the Conditions).

[The Note to which this Coupon relates may, in certain circumstances specified
in the Conditions, fall due for redemption before the maturity date of this
Coupon. In such event, this Coupon shall become void and no payment will be
made in respect hereof]2.

ANY UNITED STATES PERSON 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.



-------------------------------------------------------------------------------
1 For Tranche A Notes

2 For Tranche B Notes



                                     -76-
<PAGE>


[On the reverse of the Coupon:]

Principal Paying Agent: The Chase Manhattan Bank

Paying Agent: Chase Manhattan Bank AG



                                     -77-
<PAGE>


                                  SCHEDULE 3

                    PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1.   Definitions

     In this Trust Deed and the Conditions, the following expressions have the
     following meanings:

     "Block Voting Instruction" means, in relation to any Meeting, a document
     in the English language issued by a Paying Agent:

     (a)  certifying that certain specified Notes (each a "Deposited Note")
          have been deposited with such Paying Agent (or to its order at a bank
          or other depositary) or blocked in an account with a clearing system
          and will not be released until the earlier of:

          (i)  the conclusion of the Meeting; and

          (ii) the surrender to such Paying Agent, not less than 48 hours
               before the time fixed for the Meeting (or, if the Meeting has
               been adjourned, the time fixed for its resumption), of the
               receipt for the deposited or blocked Notes and notification
               thereof by such Paying Agent to the Issuer the Guarantor and the
               Trustee; and

     (b)  certifying that the depositor of each Deposited Note or a duly
          authorised person on its behalf has instructed the relevant Paying
          Agent that the votes attributable to such Deposited Note are to be
          cast in a particular way on each resolution to be put to the Meeting
          and that, during the period of 48 hours before the time fixed for the
          Meeting, such instructions may not be amended or revoked;

     (c)  listing the total number and (if in definitive form) the certificate
          numbers of the Deposited Notes, distinguishing for each resolution
          between those in respect of which instructions have been given to
          vote for, or against, the resolution; and

     (d)  authorising a named individual or individuals to vote in respect of
          the Deposited Notes in accordance with such instructions;

     "Chairman" means, in relation to any Meeting, the individual who takes the
     chair in accordance with paragraph 7 (Chairman);

     "Extraordinary Resolution" means a resolution passed at a Meeting duly
     convened and held in accordance with this Schedule by a majority of not
     less than three quarters of the votes cast;

     "Meeting" means a meeting of Noteholders (whether originally convened or
     resumed following an adjournment);


                                     -78-
<PAGE>


     "Proxy" means, in relation to any Meeting, a person appointed to vote
     under a Block Voting Instruction other than:

     (a)  any such person whose appointment has been revoked and in relation to
          whom the relevant Paying Agent has been notified in writing of such
          revocation by the time which is 48 hours before the time fixed for
          such Meeting; and

     (b)  any such person appointed to vote at a Meeting which has been
          adjourned for want of a quorum and who has not been re-appointed to
          vote at the Meeting when it is resumed;

     "Relevant Fraction" means:

     (a)  for all business other than voting on an Extraordinary Resolution,
          one tenth;

     (b)  for voting on any Extraordinary Resolution other than one relating to
          a Reserved Matter, more than half; and

     (c)  for voting on any Extraordinary Resolution relating to a Reserved
          Matter, three quarters;

     provided, however, that, in the case of a Meeting which has resumed after
     adjournment for want of a quorum, it means:

     (i)  for all business other than voting on an Extraordinary Resolution
          relating to a Reserved Matter, the fraction of the aggregate
          principal amount of the outstanding Notes represented or held by the
          Voters actually present at the Meeting; and

     (ii) for voting on any Extraordinary Resolution relating to a Reserved
          Matter, one quarter;

     "Reserved Matter" means any proposal:

     (a)  to change any date fixed for payment of principal or interest in
          respect of the Notes, to reduce the amount of principal or interest
          payable on any date in respect of the Notes or to alter the method of
          calculating the amount of any payment in respect of the Notes on
          redemption or maturity or the date for any such payment;

     (b)  to effect the exchange, conversion or substitution of the Notes for,
          or the conversion of the Notes into, shares, bonds or other
          obligations or securities of the Issuer, the Guarantor or any other
          person or body corporate formed or to be formed (other than as
          permitted under Clause 7.3 of this Trust Deed);

     (c)  to change the currency in which amounts due in respect of the Notes
          are payable;

     (d)  to modify any provision of the Guarantee of the Notes (other than as
          permitted under Clause 7.3 or 7.4 of this Trust Deed);


                                     -79-
<PAGE>


     (e)  to change the quorum required at any Meeting or the majority required
          to pass an Extraordinary Resolution; or

     (f)  to amend this definition;

     "Voter" means, in relation to any Meeting, the bearer of a Voting
     Certificate, Proxy or the bearer of a definitive Note who produces such
     definitive Note at the Meeting;

     "Voting Certificate" means, in relation to any Meeting, a certificate in
     the English language issued by a Paying Agent and dated in which it is
     stated:

     (a)  that certain specified Notes (the "Deposited Notes") have been
          deposited with such Paying Agent (or to its order at a bank or other
          depositary) or blocked in an account with a clearing system and will
          not be released until the earlier of:

          (i)  the conclusion of the Meeting; and

          (ii) the surrender of such certificate to such Paying Agent; and

     (b)  that the bearer of such certificate is entitled to attend and vote at
          the Meeting in respect of the Deposited Notes;

     "24 hours" means a period of 24 hours including all or part of a day upon
     which banks are open for business in both the place where the relevant
     Meeting is to be held and in each of the places where the Paying Agents
     have their Specified Offices (disregarding for this purpose the day upon
     which such Meeting is to be held) and such period shall be extended by one
     period or, to the extent necessary, more periods of 24 hours until there
     is included as aforesaid all or part of a day upon which banks are open
     for business as aforesaid; and

     "48 hours" means 2 consecutive periods of 24 hours.

2.   Issue of Voting Certificates and Block Voting Instructions

     The holder of a Note may obtain a Voting Certificate from any Paying Agent
     or require any Paying Agent to issue a Block Voting Instruction by
     depositing such Note with such Paying Agent or arranging for such Note to
     be (to its satisfaction) held to its order or under its control or blocked
     in an account with a clearing system not later than 48 hours before the
     time fixed for the relevant Meeting. A Voting Certificate or Block Voting
     Instruction shall be valid until the release of the Notes to which it
     relates. So long as a Voting Certificate or Block Voting Instruction is
     valid, the bearer thereof (in the case of a Voting Certificate) or any
     Proxy named therein (in the case of a Block Voting Instruction) shall be
     deemed to be the holder of the Notes to which it relates for all purposes
     in connection with the Meeting. A Voting Certificate and a Block Voting
     Instruction cannot be outstanding simultaneously in respect of the same
     Note.

3.   References to deposit/release of Notes

     Where Notes are within Euroclear or Clearstream, Luxembourg or any other
     clearing system, references to the deposit, or release, of Notes shall be
     construed in accordance


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     with the usual practices (including blocking the relevant account) of
     Euroclear or Clearstream, Luxembourg or such other clearing system.

4.   Validity of Block Voting Instructions

     Block Voting Instruction shall be valid only if deposited at the Specified
     Office of the relevant Paying Agent or at some other place approved by the
     Trustee, at least 24 hours before the time fixed for the relevant Meeting
     or the Chairman decides otherwise before the Meeting proceeds to business.
     If the Trustee requires, a notarised copy of each Block Voting Instruction
     and satisfactory proof of the identity of each Proxy named therein shall
     be produced at the Meeting, but the Trustee shall not be obliged to
     investigate the validity of any Block Voting Instruction or the authority
     of any Proxy.

5.   Convening of Meeting

     The Issuer and the Guarantor (acting together) or the Trustee may convene
     a Meeting at any time, and the Trustee shall be obliged to do so subject
     to its being indemnified and/or secured to its satisfaction upon the
     request in writing of Noteholders holding not less than one tenth of the
     aggregate principal amount of the outstanding Notes. Every Meeting shall
     be held on a date, and at a time and place, approved by the Trustee.

6.   Notice

     At least 21 days' notice (exclusive of the day on which the notice is
     given and of the day on which the relevant Meeting is to be held)
     specifying the date, time and place of the Meeting shall be given to the
     Noteholders and the Paying Agents (with a copy to the Issuer) and the
     Guarantor where the Meeting is convened by the Trustee or, where the
     Meeting is convened by the Issuer and the Guarantor, the Trustee. The
     notice shall set out the full text of any resolutions to be proposed
     unless the Trustee agrees that the notice shall instead specify the nature
     of the resolutions without including the full text and shall state that
     the Notes may be deposited with, or held to the order of or under the
     control of, any Paying Agent or blocked in an account with a clearing
     system for the purpose of obtaining Voting Certificates or appointing
     Proxies not later than 48 hours before the time fixed for the Meeting.

7.   Chairman

     An individual (who may, but need not, be a Noteholder) nominated in
     writing by the Trustee may take the chair at any Meeting but, if no such
     nomination is made or if the individual nominated is not present within 15
     minutes after the time fixed for the Meeting, those present shall elect
     one of themselves to take the chair failing which, the Issuer or the
     Guarantor may appoint a Chairman. The Chairman of an adjourned Meeting
     need not be the same person as was the Chairman of the original Meeting.

8.   Quorum

     The quorum at any Meeting shall be one or more Voters representing or
     holding not less than the Relevant Fraction of the aggregate principal
     amount of the outstanding Notes.


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<PAGE>


9.   Adjournment for want of quorum

     If within 15 minutes after the time fixed for any Meeting a quorum is not
     present, then:

     (a)  in the case of a Meeting requested by Noteholders, it shall be
          dissolved; and

     (b)  in the case of any other Meeting (unless the Issuer, the Guarantor
          and the Trustee otherwise agree), it shall be adjourned for such
          period (which shall be not less than 14 days and not more than 42
          days) and to such place as the Chairman determines (with the approval
          of the Trustee); provided, however, that:

          (i)  the Meeting shall be dissolved if the Issuer, the Guarantor and
               the Trustee together so decide; and

          (ii) no Meeting may be adjourned more than once for want of a quorum.

10.  Adjourned Meeting

     The Chairman may, with the consent of, and shall if directed by, any
     Meeting adjourn such Meeting from time to time and from place to place,
     but no business shall be transacted at any adjourned Meeting except
     business which might lawfully have been transacted at the Meeting from
     which the adjournment took place.

11.  Notice following adjournment

     Paragraph 6 (Notice) shall apply to any Meeting which is to be resumed
     after adjournment for want of a quorum save that:

     (a)  10 days' notice (exclusive of the day on which the notice is given
          and of the day on which the Meeting is to be resumed) shall be
          sufficient; and

     (b)  the notice shall specifically set out the quorum requirements which
          will apply when the Meeting resumes.

     It shall not be necessary to give notice of the resumption of a Meeting
     which has been adjourned for any other reason.

12.  Participation

     The following may attend and speak at a Meeting:

     (a)  Voters;

     (b)  representatives of the Issuer, the Guarantor and the Trustee;

     (c)  the financial advisers of the Issuer, the Guarantor and the Trustee;

     (d)  the legal counsel to the Issuer, the Guarantor and the Trustee and
          such advisers; and

     (e)  any other person approved by the Meeting or the Trustee.


                                     -82-
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13.  Show of hands

     Every question submitted to a Meeting shall be decided in the first
     instance by a show of hands. Unless a poll is validly demanded before or
     at the time that the result is declared, the Chairman's declaration that
     on a show of hands a resolution has been passed, passed by a particular
     majority, rejected or rejected by a particular majority shall be
     conclusive, without proof of the number of votes cast for, or against, the
     resolution.

14.  Poll

     A demand for a poll shall be valid if it is made by the Chairman, the
     Issuer, the Guarantor, the Trustee or one or more Voters representing or
     holding not less than one fiftieth of the aggregate principal amount of
     the outstanding Notes. The poll may be taken immediately or after such
     adjournment as the Chairman directs, but any poll demanded on the election
     of the Chairman or on any question of adjournment shall be taken at the
     Meeting without adjournment. A valid demand for a poll shall not prevent
     the continuation of the relevant Meeting for any other business as the
     Chairman directs.

15.  Votes

     Every Voter shall have:

     (a)  on a show of hands, one vote; and

     (b)  on a poll, one vote in respect of each (euro)1,000 in aggregate face
          amount of the outstanding Note(s) represented or held by him. Unless
          the terms of any Block Voting Instruction state otherwise, a Voter
          shall not be obliged to exercise all the votes to which he is
          entitled or to cast all the votes which he exercises in the same way.
          In the case of a voting tie the Chairman shall have a casting vote.

16.  Validity of Votes by Proxies

     Any vote by a Proxy in accordance with the relevant Block Voting
     Instruction shall be valid even if such Block Voting Instruction or any
     instruction pursuant to which it was given has been amended or revoked,
     provided that none of the Issuer, the Guarantor, the Trustee and the
     Chairman has been notified in writing of such amendment or revocation by
     the time which is 24 hours before the time fixed for the relevant Meeting.
     Unless revoked, any appointment of a Proxy under a Block Voting
     Instruction in relation to a Meeting shall remain in force in relation to
     any resumption of such Meeting following an adjournment.

17.  Powers

     A Meeting shall have power (exercisable only by Extraordinary Resolution),
     without prejudice to any other powers conferred on it or any other person:

     (a)  to approve any Reserved Matter;

     (b)  to approve any proposal by the Issuer and the Guarantor (acting
          together) for any modification, abrogation, variation or compromise
          of any provisions of


                                     -83-
<PAGE>


          this Trust Deed or the Conditions or any arrangement in respect of
          the obligations of the Issuer under or in respect of the Notes;

     (c)  to approve any proposal by the Guarantor for any modification of any
          provision of the Guarantee of the Notes or any arrangement in respect
          of the obligations of the Guarantor thereunder;

     (d)  (other than as permitted under Clause 7.3 of this Trust Deed) to
          approve the substitution of any person for the Issuer (or any
          previous substitute) as principal obligor under the Notes or (other
          than as permitted under Clause 7.4 of this Trust Deed) the
          substitution of any person for the Guarantor as guarantor under the
          Guarantee of the Notes;

     (e)  to waive any breach or authorise any proposed breach by the Issuer or
          the Guarantor of its obligations under or in respect of this Trust
          Deed or the Notes or any act or omission which might otherwise
          constitute an Event of Default under the Notes;

     (f)  to remove any Trustee;

     (g)  to approve the appointment of a new Trustee;

     (h)  to authorise the Trustee (subject to its being indemnified and/or
          secured to its satisfaction) or any other person to execute all
          documents and do all things necessary to give effect to any
          Extraordinary Resolution;

     (i)  to discharge or exonerate the Trustee from any liability in respect
          of any act or omission for which it may become responsible under this
          Trust Deed or the Notes;

     (j)  to give any other authorisation or approval which under this Trust
          Deed or the Notes is required to be given by Extraordinary
          Resolution; and

     (k)  to appoint any persons as a committee to represent the interests of
          the Noteholders and to confer upon such committee any powers which
          the Noteholders could themselves exercise by Extraordinary
          Resolution.

18.  Extraordinary Resolution binds all holders

     An Extraordinary Resolution shall be binding upon all Noteholders and
     Couponholders, whether or not present at such Meeting, and each of the
     Noteholders shall be bound to give effect to it accordingly. Notice of the
     result of every vote on an Extraordinary Resolution shall be given to the
     Noteholders and the Paying Agents (with a copy to the Issuer, the
     Guarantor and the Trustee) within 14 days of the conclusion of the
     Meeting.

19.  Minutes

     Minutes of all resolutions and proceedings at each Meeting shall be made.
     The Chairman shall sign the minutes, which shall be prima facie evidence
     of the proceedings recorded therein. Unless and until the contrary is
     proved, every such


                                     -84-
<PAGE>


     Meeting in respect of the proceedings of which minutes have been
     summarised and signed shall be deemed to have been duly convened and held
     and all resolutions passed or proceedings transacted at it to have been
     duly passed and transacted.

20.  Written Resolution

     A Written Resolution shall take effect as if it were an Extraordinary
     Resolution.

21.  Further regulations

     Subject to all other provisions contained in this Trust Deed, the Trustee
     may without the consent of the Issuer, the Guarantor or the Noteholders
     prescribe such further regulations regarding the holding of Meetings of
     Noteholders and attendance and voting at them as the Trustee may in its
     sole discretion determine.

22.  Several series

     The following provisions shall apply where outstanding Notes belong to
     more than one series:

     (a)  Business which in the opinion of the Trustee affects the Notes of
          only one series shall be transacted at a separate Meeting of the
          holders of the Notes of that series.

     (b)  Business which in the opinion of the Trustee affects the Notes of
          more than one series but does not give rise to an actual or potential
          conflict of interest between the holder of Notes of one such series
          and the holders of Notes of any other such series shall be transacted
          either at separate Meetings of the holders of the Notes of each such
          series or at a single Meeting of the holders of the Notes of all such
          Series, as the Trustee shall in its absolute discretion determine.

     (c)  Business which in the opinion of the Trustee affects the Notes of
          more than one series and gives rise to an actual or potential
          conflict of interest between the holders of Notes of one such series
          and the holders of Notes of any other such series shall be transacted
          at separate Meetings of the holders of the Notes of each such series.

     (d)  The preceding paragraphs of this Schedule shall be applied as if
          references to the Notes and Noteholders were to the Notes of the
          relevant series and to the holders of such Notes.

     (e)  In this paragraph, "business" includes (without limitation) the
          passing or rejection of any resolution.

23.  Luxembourg law provisions on Noteholders' representations

     The provisions of articles 86 to 94-8 of the Luxembourg act dated 10
     August 1915 on commercial companies, as amended, shall not apply to the
     Notes or the Coupons.


                                     -85-
<PAGE>


                               EXECUTION CLAUSES

EXECUTED as a deed by                       )
SYNGENTA LUXEMBOURG FINANCE (#2) S.A.       )
acting by                                   )

Authorised Signatory                              BERNARD BOLLAG

EXECUTED as a deed by                       )
SYNGENTA AG                                 )
acting by                                   )

Authorised Signatory                              BERNARD BOLLAG

Authorised Signatory                              RICHARD STEIBLIN

The common seal of                          )
J.P. MORGAN TRUSTEE AND                     )
DEPOSITARY COMPANY LIMITED                  )
was affixed to this deed in the presence of )

Authorised Signatory                              JENNY PENNELL

Authorised Signatory                              MICHAEL WHELAN


                                     -86-
<PAGE>


For the purposes of, and in accordance with, article 1 of the Protocol annexed
to the Convention on Jurisdiction and Enforcement of Judgments in Civil and
Commercial Matters signed at Brussels on 27 September 1968, as amended, the
undersigned expressly and specifically agrees to the terms of Clause 14.2
(Jurisdiction of English courts).

SYNGENTA LUXEMBOURG FINANCE (#2) S.A.

By: BERNARD BOLLAG



                                     -87-