<PAGE>

                                                                     EXHIBIT 4.4

                                                                  CONFORMED COPY


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

                             DATED 27TH MARCH, 2003


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

                                       AND

                      CIBA SPECIALTY CHEMICALS HOLDING INC.
                                  AS GUARANTOR

                                       AND

                              JP MORGAN CHASE BANK
                                    AS AGENT

                        J.P. MORGAN BANK LUXEMBOURG S.A.
                                 AS PAYING AGENT



                              [ALLEN & OVERY LOGO]
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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                   PAGE
<S>   <C>                                                                <C>
1.    Definitions and Interpretation.......................................2
2.    Appointment of Agent and Paying Agents...............................7
3.    Issue of Temporary Global Notes......................................8
4.    Determination of Exchange Date, Issue of Permanent Global Notes
      and Definitive Notes and Determination of End of Distribution
      Compliance Period....................................................9
5.    Issue of Definitive Notes...........................................10
6.    Terms of Issue......................................................10
7.    Payments............................................................11
8.    Determinations and Notifications in respect of Notes and Interest
      Determination.......................................................13
9.    Notice of any Withholding or Deduction..............................15
10.   Duties of the Agent in Connection with Early Redemption.............15
11.   Receipt and Publication of Notices..................................16
12.   Cancellation of Notes, Receipts, Coupons and Talons.................16
13.   Issue of Replacement Notes, Receipts, Coupons and Talons............17
14.   Copies of Documents available for Inspection........................18
15.   Meetings of Noteholders.............................................19
16.   Commissions and Expenses............................................19
17.   Indemnity...........................................................19
18.   Repayment by the Agent..............................................20
19.   Conditions of Appointment...........................................20
20.   Communication between the Parties...................................21
21.   Changes in Agent and other Paying Agents............................21
22.   Merger and Consolidation............................................23
23.   Notification of Changes to Paying Agents............................23
24.   Change of Specified Office..........................................23
25.   Notices.............................................................23
26.   Taxes and Stamp Duties..............................................24
27.   Currency Indemnity..................................................24
28.   Amendments..........................................................24
29.   Descriptive Headings................................................25
30.   Contracts (Rights of Third Parties) Act 1999........................25
31.   Governing Law and Submission to Jurisdiction........................25
32.   Counterparts........................................................25

APPENDIX

1.    Form of Calculation Agency Agreement................................26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULES
<S>   <C>   <C>                                                         <C>
1.    Terms and Conditions of the Notes...................................35
2.    Forms of Global and Definitive Notes, Receipts, Coupons and Talons..58
Part 1      Form of Temporary Global Note.................................58
Part 2      Form of Permanent Global Note.................................71
Part 3      Form of Definitive Note.......................................80
Part 4      Form of Coupon................................................83
Part 5      Form of Receipt...............................................86
Part 6      Form of Talon.................................................88
3.    Form of Deed of Guarantee...........................................91
4.    Provisions for Meetings of Noteholders..............................95
5.    Form of Put Notice.................................................102
6.    Operating & Administrative  Procedures Memorandum..................104

Signatories..............................................................127
</TABLE>
<PAGE>
                                AGENCY AGREEMENT

                                 IN RESPECT OF A

                          EURO MEDIUM TERM NOTE PROGRAM

THIS AGREEMENT is made on 27th March, 2003 BETWEEN:

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

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

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

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

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

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

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

WHEREAS:

(A)   CIBA US, CIBA UK, CIBA Germany, CIBA Bermuda (each an ISSUER and together,
      the ISSUERS) and the Guarantor have entered into an amended and restated
      program agreement dated 27th March, 2003 (the PROGRAM AGREEMENT) with the
      Dealers named therein pursuant to which the Issuer may issue Euro Medium
      Term Notes (the NOTES) in an aggregate nominal amount outstanding at any
      time of up to U.S.$2,000,000,000 (or its equivalent in other currencies).
      The Program Agreement amends and restates the amended and restated program
      agreement entered into by CIBA US, CIBA UK, CIBA Germany, CIBA Bermuda and
      the Guarantor dated 27th March, 2002 with the Dealers named therein.

(B)   CIBA US, CIBA UK, CIBA Germany, CIBA Bermuda, the Guarantor, the Agent and
      the Paying Agents entered into an amended and restated Agency Agreement
      (the PRINCIPAL AGENCY AGREEMENT) dated 27th March, 2002 in respect of
      U.S.$2,000,000,000 Euro Medium Term Note Program.

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


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

IT IS HEREBY AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

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

1.2   Without prejudice to the foregoing:

      CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme;

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

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

      (a)   if appertaining to a Fixed Rate Note, in the form or substantially
            in the form set out in Part 4 A of Schedule 2 or in such other form,
            having regard to the terms of issue of the Notes of the relevant
            Series, as may be agreed between the relevant Issuer, the Guarantor,
            the Agent and the relevant Dealer; or

      (b)   if appertaining to a Floating Rate Note or an Indexed Interest Note,
            in the form or substantially in the form set out in Part 4 B of
            Schedule 2 or in such other form, having regard to the terms of
            issue of the Notes of the relevant Series, as may be agreed between
            the relevant Issuer, the Guarantor, the Agent and the relevant
            Dealer; or

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

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

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

      DEFINITIVE NOTE means a definitive Note issued or, as the case may
      require, to be issued by the relevant Issuer in accordance with the
      provisions of the Program Agreement or any other agreement between the
      relevant Issuer, the Guarantor and the relevant Dealer in exchange for
      either a Temporary Global Note or a Permanent Global Note (all as
      indicated in the applicable Pricing Supplement), such definitive Note
      being in the form or substantially in the form set out in Part 3 of
      Schedule 2 with such modifications (if any) as may be agreed between the


                                       2
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      relevant Issuer, the Guarantor, the Agent and the relevant Dealer and
      having the Conditions endorsed thereon or attached thereto or, if
      permitted by the relevant authority or authorities and agreed by the
      relevant Issuer, the Guarantor and the relevant Dealer, incorporating the
      Conditions by reference and having the applicable Pricing Supplement (or
      the relevant provisions thereof) either endorsed thereon or attached
      thereto and (except in the case of a Zero Coupon Note) having Coupons and,
      where appropriate, Receipts and/or Talons attached thereto on issue;

      DISTRIBUTION COMPLIANCE PERIOD has the meaning given to such term in
      Regulation S under the Securities Act;

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

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

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

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

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

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

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

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

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

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

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

      INTEREST COMMENCEMENT DATE means, in the case of interest-bearing Notes,
      the date specified in the applicable Pricing Supplement from (and
      including) which such Notes bear


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      interest, which may or may not be the Issue Date (but if no date is
      specified shall be the Issue Date);

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

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

      ISSUE PRICE means the price, generally expressed as a percentage of the
      nominal amount of the Notes, at which the Notes will be issued;

      LIBOR means the London inter-bank offered rate;

      MATURITY DATE means, in relation to a Note, the date on which it is
      expressed to be redeemable;

      NOTE means a note denominated in Australian dollars, Canadian dollars,
      Czech koruna, Danish kroner, euro, Hong Kong dollars, Japanese Yen, New
      Zealand dollars, Norwegian kroner, South African Rand, Sterling, Swedish
      kronor, Swiss francs, U.S. dollars or such other currency or currencies as
      may be agreed between the relevant Issuer, the Guarantor and the relevant
      Dealer issued or to be issued by the relevant Issuer pursuant to the
      Program Agreement or any other agreement between the relevant Issuer, the
      Guarantor and the relevant Dealer and which shall initially be represented
      by, and comprised in, a Temporary Global Note which may (in accordance
      with the terms of such Temporary Global Note) be exchanged for either
      Definitive Notes or a Permanent Global Note which Permanent Global Note
      may (in accordance with the terms of such Permanent Global Note) in turn
      be exchanged for Definitive Notes (all as indicated in the applicable
      Pricing Supplement) and includes any replacements for a Note issued
      pursuant to Condition 10 and, where applicable, the Receipts relating
      thereto;

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

      OUTSTANDING means, in relation to the Notes, all the Notes issued other
      than (a) those which have been redeemed in full in accordance with the
      Conditions, (b) those in respect of which


                                       4
<PAGE>
      the date for redemption in accordance with the Conditions has occurred and
      the redemption moneys wherefor (including all interest (if any) accrued
      thereon to the date for such redemption and any interest (if any) payable
      under the Conditions after such date) have been duly paid to the Agent as
      provided herein (and, where appropriate, notice has been given to the
      Noteholders of the relevant Series in accordance with Condition 14) and
      remain available for payment against presentation of Notes, (c) those
      which have become void under Condition 8, (d) those which have been
      purchased and cancelled as provided in Condition 6, (e) those mutilated or
      defaced Notes which have been surrendered in exchange for replacement
      Notes pursuant to Condition 10, (f) (for the purpose only of determining
      the nominal amount of the Notes outstanding and without prejudice to their
      status for any other purpose) those Notes alleged to have been lost,
      stolen or destroyed and in respect of which replacement Notes have been
      issued pursuant to Condition 10, (g) Temporary Global Notes to the extent
      that they shall have been duly exchanged for Permanent Global Notes and/or
      Definitive Notes and Permanent Global Notes to the extent that they shall
      have been duly exchanged for Definitive Notes, in each case pursuant to
      their respective provisions and (h) Temporary Global Notes and Permanent
      Global Notes which have become void in accordance with their terms
      (provided that at the Relevant Time (as defined in the Deed of Covenant)
      the Underlying Notes (as defined in the Deed of Covenant) will be deemed
      to be still outstanding) and,

      PROVIDED THAT for each of the following purposes, namely:

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

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

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

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

      PROCEDURES MEMORANDUM means the operating and administrative procedures
      memorandum set out in Schedule 6 hereto;

      PUT NOTICE means a notice in the form set out in;

      RECEIPT means a receipt attached on issue to a Definitive Note redeemable
      in instalments for the payment of an instalment of principal, such receipt
      being in the form or substantially in the form set out in Part 5 of
      Schedule 2 or in such other form as may be agreed between the relevant
      Issuer, the Guarantor, the Agent and the relevant Dealer and includes any
      replacements for Receipts issued pursuant to Condition 10;

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

      REFERENCE BANKS means, in the case of subclause 8.2(a)(i) below, those
      banks whose offered rates were used to determine such quotation when such
      quotation last appeared on the


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<PAGE>
      Relevant Screen Page and, in the case of subclause 8.2(a)(ii) below, those
      banks whose offered quotations last appeared on the Relevant Screen Page
      when no fewer than three such offered quotations appeared;

      REPLACEMENT AGENT means the Paying Agent in Luxembourg;

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

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

      TALONS means the talons (if any) appertaining to, and exchangeable in
      accordance with the provisions therein contained for further Coupons
      appertaining to, a Definitive Note (other than a Zero Coupon Note), such
      talons being in the form or substantially in the form set out in Part 6 of
      Schedule 2 or in such other form as may be agreed between the relevant
      Issuer, the Guarantor, the Agent and the relevant Dealer and includes any
      replacements for Talons issued pursuant to Condition 10;

      TEMPORARY GLOBAL NOTE means a global note in the form or substantially in
      the form set out in Part 1 of Schedule 2 together with the copy of the
      applicable Pricing Supplement attached thereto with such modifications (if
      any) as may be agreed between the relevant Issuer, the Guarantor, the
      Agent and the relevant Dealer, comprising some or all of the Notes of the
      same Series, issued by the relevant Issuer pursuant to the Program
      Agreement or any other agreement between the Issuer and the relevant
      Dealer;

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

      ZERO COUPON NOTE means a Note on which no interest is payable.

1.3   Words denoting the singular number only shall include the plural number
      also and vice versa;

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

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

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

1.5   For the purposes of this Agreement, the Notes of each Series shall form a
      separate series of Notes and the provisions of this Agreement shall apply
      mutatis mutandis separately and independently to the Notes of each Series
      and in this Agreement the expressions NOTES, NOTEHOLDERS, RECEIPTS,
      RECEIPTHOLDERS, COUPONS, COUPONHOLDERS and TALONS shall be construed
      accordingly.

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


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

1.8   In this Agreement, clause headings are inserted for convenience and ease
      of reference only and shall not affect the interpretation of this
      Agreement. All references in this Agreement to the provisions of any
      statute shall be deemed to be references to that statute as from time to
      time modified, extended, amended or re-enacted or to any statutory
      instrument, order or regulation made thereunder or under such
      re-enactment.

1.9   All references in this Agreement to an agreement, instrument or other
      document (including, without limitation, this Agreement, the Program
      Agreement, the Deed of Covenant, the Guarantee, the Procedures Memorandum,
      the Notes and any Conditions appertaining thereto) shall be construed as a
      reference to that agreement, instrument or document as the same may be
      amended, modified, varied or supplemented from time to time.

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

2.    APPOINTMENT OF AGENT AND PAYING AGENTS

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

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

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

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

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

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

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

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

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

      (i)   preparing and sending monthly reports to the Bank of England and
            ensuring that, as directed by the relevant Issuer, all necessary
            action is taken to comply with any reporting requirements of any
            competent authority in respect of any relevant currency


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            as may be in force from time to time with respect to the Notes to be
            issued under the Program;

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

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

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

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

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

3.    ISSUE OF TEMPORARY GLOBAL NOTES

3.1   Subject to subclause 3.2 below, following receipt of a faxed copy of the
      Pricing Supplement signed by any Issuer and the Guarantor, the relevant
      Issuer and the Guarantor hereby authorise the Agent and the Agent hereby
      agrees to take the steps required of the Agent in the Procedures
      Memorandum. For this purpose the Agent will, inter alia, on behalf of the
      relevant Issuer:

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

      (b)   authenticate such Temporary Global Note;

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

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


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<PAGE>
3.2   The Agent shall only be required to perform its obligations under
      subclause 3.1 above if it holds:

      (a)   a master Temporary Global Note duly executed by a person or persons
            authorised to execute the same on behalf of the relevant Issuer,
            which may be used by the Agent for the purpose of preparing a
            Temporary Global Note in accordance with subclause 3.1(a) above; and

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

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

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

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

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

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

            (iii) in the case of the first Tranche of any Series of Notes, to
                  deliver such Permanent Global Note to the common depositary
                  which is holding the Temporary Global Note applicable to such
                  Tranche for the time being on behalf of Euroclear and/or
                  Clearstream, Luxembourg either in exchange for such Temporary
                  Global Note or, in the case of a partial exchange, on entering
                  details of such partial exchange of the Temporary Global Note
                  in the relevant spaces in Schedule 2 of both the Temporary
                  Global Note and the Permanent Global Note; and

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

4.2   (a)   In the case of a Tranche in respect of which there is only one
            Dealer, the Agent will determine the end of the Distribution
            Compliance Period in respect of such Tranche as being the fortieth
            day (or such later day as may be specified in the applicable


                                       9
<PAGE>
            Pricing Supplement) following the date certified by the relevant
            Dealer to the Agent as being the date as of which distribution of
            the Notes of that Tranche was completed.

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

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

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

5.    ISSUE OF DEFINITIVE NOTES

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

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

      (b)   to deliver such Definitive Note(s) to or to the order of Euroclear
            and/or Clearstream, Luxembourg either in exchange for such Global
            Note or, in the case of a partial exchange of a Temporary Global
            Note, on entering details of any partial exchange of the Temporary
            Global Note in the relevant space in Schedule 2 of such Temporary
            Global Note.

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

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

6.    TERMS OF ISSUE

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


                                       10
<PAGE>
6.2   Subject to the procedures set out in the Procedures Memorandum, for the
      purposes of subclause 3.1 the Agent is entitled to treat a telephone or
      facsimile communication from a person purporting to be (and who the Agent
      believes in good faith to be) the authorised representative of any Issuer
      and/or the Guarantor named in the lists referred to in, or notified
      pursuant to, subclause 19.7 as sufficient instructions and authority of
      such Issuer and/or the Guarantor for the Agent to act in accordance with
      subclause 3.1.

6.3   In the event that a person who has signed on behalf of any Issuer any Note
      not yet issued but held by the Agent in accordance with subclause 3.1
      ceases to be authorised as described in subclause 19.7, the Agent shall
      (unless the relevant Issuer gives notice to the Agent that Notes signed by
      that person do not constitute valid and binding obligations of the
      relevant Issuer or otherwise until replacements have been provided to the
      Agent) continue to have authority to issue any such Notes, and the
      relevant Issuer hereby warrants to the Agent that such Notes shall, unless
      notified as aforesaid, be valid and binding obligations of such Issuer.
      Promptly upon such person ceasing to be authorised, the relevant Issuer
      shall provide the Agent with replacement Notes and upon receipt of such
      replacement Notes the Agent shall cancel and destroy the Notes held by it
      which are signed by such person and shall provide to the relevant Issuer a
      confirmation of destruction in respect thereof specifying the Notes so
      cancelled and destroyed.

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

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

7.    PAYMENTS

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

7.2   The Issuer (failing which the Guarantor) will ensure that no later than
      10.00 a.m. (London time) on the second Business Day (as defined below)
      immediately preceding the date on which any payment is to be made to the
      Agent pursuant to subclause 7.1, the Agent shall


                                       11
<PAGE>
      receive from the paying bank of the Issuer or, as the case may be, the
      Guarantor a payment confirmation in the form of a SWIFT message.

      For the purposes of this clause BUSINESS DAY means a day which is both:

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

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

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

7.4   The Agent or the relevant Paying Agent shall pay or cause to be paid all
      amounts due in respect of the Notes on behalf of each Issuer and the
      Guarantor in the manner provided in the Conditions. If any payment
      provided for in subclause 7.1 is made late but otherwise in accordance
      with the provisions of this Agreement, the Agent and each Paying Agent
      shall nevertheless make payments in respect of the Notes as aforesaid
      following receipt by it of such payment.

7.5   If for any reason the Agent considers in its sole discretion that the
      amounts to be received by the Agent pursuant to subclause 7.1 will be, or
      the amounts actually received by it pursuant thereto are, insufficient to
      satisfy all claims in respect of all payments then falling due in respect
      of the Notes, neither the Agent nor any Paying Agent shall be obliged to
      pay any such claims until the Agent has received the full amount of all
      such payments.

7.6   Without prejudice to subclauses 7.4 and 7.5, if the Agent pays any amounts
      to the holders of Notes, Receipts or Coupons or to any Paying Agent at a
      time when it has not received payment in full in respect of the relevant
      Notes in accordance with subclause 7.1 (the excess of the amounts so paid
      over the amounts so received being the SHORTFALL), the relevant Issuer
      (failing which the Guarantor) will, in addition to paying amounts due
      under subclause 7.1, pay to the Agent on demand interest (at a rate which
      represents the Agent's cost of funding the Shortfall as evidenced to the
      relevant Issuer and the Guarantor by the provision of details of the
      calculation of the cost of funding) on the Shortfall (or the unreimbursed
      portion thereof) until the receipt in full by the Agent of the Shortfall.

7.7   The Agent shall on demand promptly reimburse each Paying Agent for
      payments in respect of Notes properly made by such Paying Agent in
      accordance with this Agreement and the Conditions unless the Agent has
      notified the Paying Agent, prior to the opening of business in the
      location of the office of the Paying Agent through which payment in
      respect of the Notes can be made on the due date of a payment in respect
      of the Notes, that the Agent does not


                                       12
<PAGE>
      expect to receive sufficient funds to make payment of all amounts falling
      due in respect of such Notes.

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

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

7.10  The obligations of the Guarantor as set forth in this Clause 7 shall be
      based on the Guarantee only and not be deemed to be primary obligations of
      the Guarantor.

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

8.1   DETERMINATIONS AND NOTIFICATIONS

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

(b)   The Agent shall not be responsible to any Issuer, the Guarantor or to any
      third party (except in the event of negligence, default or bad faith of
      the Agent, as the case may be) as a result of the Agent having acted on
      any quotation given by any Reference Bank which subsequently may be found
      to be incorrect.

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

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

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

(f)   Determinations with regard to Notes (including, without limitation,
      Indexed Notes and Dual Currency Notes) shall be made by the
      Calculation Agent specified in the applicable Pricing Supplement in
      the manner specified in the applicable Pricing Supplement.  Unless
      otherwise agreed between the relevant Issuer, the Guarantor and the
      relevant Dealer or unless the Agent


                                       13
<PAGE>
      is the Calculation Agent (in which case the provisions of this Agreement
      shall apply), such determinations shall be made on the basis of a
      Calculation Agency Agreement substantially in the form of Appendix A to
      this Agreement.

8.2   INTEREST DETERMINATION, SCREEN RATE DETERMINATION INCLUDING FALLBACK
      PROVISIONS

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

      (i)   the offered quotation; or

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

      expressed as a percentage rate per annum), for the Reference Rate for
      deposits in the Specified Currency for that Interest Period which appears
      or appear, as the case may be, on the Relevant Screen Page as at 11.00
      a.m. (London time, in the case of LIBOR, or Brussels time, in the case of
      EURIBOR) on the Interest Determination Date in question plus or minus (as
      indicated in the applicable Pricing Supplement) the Margin (if any), all
      as determined by the Agent. If five or more such offered quotations are
      available on the Relevant Screen Page, the highest (or, if there is more
      than one such highest quotation, one only of such quotations) and the
      lowest (or, if there is more than one such lowest quotation, one only of
      such quotations) shall be disregarded by the Agent for the purpose of
      determining the arithmetic mean (rounded as provided above) of such
      offered quotations.

(b)   If the Relevant Screen Page is not available or, if in the case of
      subclause 8.2(a)(i) above, no such offered quotation appears or, in the
      case of subclause 8.2(a)(ii) above, fewer than three such offered
      quotations appear, in each case as at the time specified in the preceding
      paragraph the Agent shall request the principal London office (in the case
      of LIBOR) or Euro-zone office (in the case of EURIBOR) of each of the
      Reference Banks to provide the Agent with its offered quotation (expressed
      as a percentage rate per annum) for the Reference Rate at approximately
      11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the
      case of EURIBOR) on the Interest Determination Date in question. If two or
      more of the Reference Banks provide the Agent with such offered
      quotations, the Rate of Interest for such Interest Period shall be the
      arithmetic mean (rounded if necessary to the fifth decimal place with
      0.000005 being rounded upwards) of such offered quotations plus or minus
      (as appropriate) the Margin (if any), all as determined by the Agent.

(c)   If on any Interest Determination Date one only or none of the Reference
      Banks provides the Agent with such offered quotations as provided in the
      preceding paragraph, the Rate of Interest for the relevant Interest Period
      shall be the rate per annum which the Agent determines as being the
      arithmetic mean (rounded if necessary to the fifth decimal place, with
      0.000005 being rounded upwards) of the rates, as communicated to (and at
      the request of) the Agent by the Reference Banks or any two or more of
      them, at which such banks were offered, at approximately 11.00 a.m.
      (London time, in the case of LIBOR, or Brussels time, in the case of
      EURIBOR) on the relevant Interest Determination Date, deposits in the
      Specified Currency for a period equal to that which would have been used
      for the Reference Rate by leading banks in the London inter-bank market
      (in the case of LIBOR) or the Euro-zone inter-bank market (in the case of
      EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer
      than two of the Reference Banks provide the Agent with such offered rates,
      the offered rate for deposits in the Specified Currency for a period equal
      to that which would have been used for the Reference Rate, or the
      arithmetic mean (rounded as provided above) of the


                                       14
<PAGE>
      offered rates for deposits in the Specified Currency for a period equal to
      that which would have been used for the Reference Rate, at which, at
      approximately 11.00 a.m. (London time, in the case of LIBOR, or Brussels
      time, in the case of EURIBOR) on the relevant Interest Determination Date,
      any one or more banks (which bank or banks is or are in the opinion of the
      relevant Issuer suitable for such purpose) informs the Agent it is quoting
      to leading banks in the London inter-bank market (in the case of LIBOR) or
      the Euro-zone inter-bank market (in the case of EURIBOR) plus or minus (as
      appropriate) the Margin (if any), provided that, if the Rate of Interest
      cannot be determined in accordance with the foregoing provisions of this
      paragraph, the Rate of Interest shall be determined as at the last
      preceding Interest Determination Date (though substituting, where a
      different Margin is to be applied to the relevant Interest Period from
      that which applied to the last preceding Interest Period, the Margin
      relating to the relevant Interest Period, in place of the Margin relating
      to that last preceding Interest Period).

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

9.    NOTICE OF ANY WITHHOLDING OR DEDUCTION

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

10.   DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION

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

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

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

10.4  Each Paying Agent will keep a stock of Put Notices and will make such
      notices available on demand to holders of Definitive Notes, the Conditions
      of which provide for redemption at the option of Noteholders. Upon receipt
      of any Note deposited in the exercise of such option in


                                       15
<PAGE>
      accordance with the Conditions, the Paying Agent with which such Note is
      deposited shall hold such Note (together with any Receipts, Coupons and
      Talons relating to it deposited with it) on behalf of the depositing
      Noteholder (but shall not, save as provided below, release it) until the
      due date for redemption of the relevant Note consequent upon the exercise
      of such option, when, subject as provided below, it shall present such
      Note (and any such Receipts, Coupons and Talons) to itself for payment of
      the amount due thereon together with any interest due on such date in
      accordance with the Conditions and shall pay such moneys in accordance
      with the directions of the Noteholder contained in the relevant Put
      Notice. If, prior to such due date for its redemption, such Note becomes
      immediately due and repayable or if upon due presentation payment of such
      redemption moneys is improperly withheld or refused, the Paying Agent
      concerned shall post such Note (together with any such Receipts, Coupons
      and Talons) by uninsured post to, and at the risk of, the relevant
      Noteholder unless the Noteholder has otherwise requested and paid the
      costs of such insurance to the relevant Paying Agent at the time of
      depositing the Notes at such address as may have been given by the
      Noteholder in the relevant Put Notice. At the end of each period for the
      exercise of such option, each Paying Agent shall promptly notify the Agent
      of the principal amount of the Notes in respect of which such option has
      been exercised with it together with their serial numbers and the Agent
      shall promptly notify such details to the relevant Issuer.

11.   RECEIPT AND PUBLICATION OF NOTICES

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

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

12.   CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS

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

12.2  A certificate stating:

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

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

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

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


                                       16
<PAGE>
      (e)   (in the case of Definitive Notes) the serial numbers of such Notes,

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

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

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

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

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

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

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

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

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

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


                                       17
<PAGE>
      (b)   furnished it with such evidence (including evidence as to the serial
            number of such Note, Receipt, Coupon or Talon) and indemnity (which
            may include a bank guarantee) as the relevant Issuer, the Guarantor
            and the Agent may reasonably require;

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

13.5  The Replacement Agent shall cancel any mutilated or defaced Notes,
      Receipts, Coupons and Talons in respect of which replacement Notes,
      Receipts, Coupons and Talons have been issued pursuant to this clause and
      shall furnish the relevant Issuer and the Guarantor with a certificate
      stating the serial numbers of the Notes, Receipts, Coupons and Talons so
      cancelled and, unless otherwise instructed by the relevant Issuer in
      writing, shall destroy such cancelled Notes, Receipts, Coupons and Talons
      and furnish the relevant Issuer and the Guarantor with a destruction
      certificate containing the information specified in subclause 12.3.

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

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

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

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

14.   COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION

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

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


                                       18
<PAGE>
15.   MEETINGS OF NOTEHOLDERS

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

15.2  Without prejudice to subclause 15.1, each of the Agent and the other
      Paying Agents on the request of any Noteholder shall issue voting
      certificates and block voting instructions in accordance with Schedule 4
      and shall forthwith give notice to the relevant Issuer and the Guarantor
      in writing of any revocation or amendment of a block voting instruction.
      Each of the Agent and the other Paying Agents will keep a full and
      complete record of all voting certificates and block voting instructions
      issued by it and will, not less than 24 hours before the time appointed
      for holding a meeting or adjourned meeting, deposit at such place as the
      Agent shall designate or approve, full particulars of all voting
      certificates and block voting instructions issued by it in respect of such
      meeting or adjourned meeting.

16.   COMMISSIONS AND EXPENSES

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

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

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

17.   INDEMNITY

17.1  Each Issuer will, severally as to itself, and the Guarantor will, jointly
      with the relevant Issuer and severally as to itself, indemnify the Agent
      and each of the Paying Agents and each of their directors, officers,
      employees and agents against any losses, liabilities, claims, actions or
      demands and any reasonable out-of-pocket costs and expenses (including,
      but not limited to, all reasonable costs, charges and expenses paid or
      incurred in disputing or defending any of the foregoing) which it may
      incur or which may be made against the Agent or any Paying Agent as a
      result of or in connection with its appointment or the exercise of its
      powers and duties hereunder except such as may result from its own
      default, negligence or bad faith or that of its officers, directors,
      employees or agents or the breach by it of the terms of this Agreement.

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


                                       19
<PAGE>
      Agent or such Paying Agents of the terms of this Agreement or its default,
      negligence or bad faith or that of its officers, directors, employees or
      agents.

18.   REPAYMENT BY THE AGENT

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

19.   CONDITIONS OF APPOINTMENT

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

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

      (b)   as provided in subclause 19.2 below; and

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

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

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

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

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

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


                                       20
<PAGE>
      connection with any other obligations of any Issuer or the Guarantor as
      freely as if the Agent or the relevant other Paying Agent, as the case may
      be, were not appointed hereunder.

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

20.   COMMUNICATION BETWEEN THE PARTIES

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

21.   CHANGES IN AGENT AND OTHER PAYING AGENTS

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

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

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

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

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

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

21.2  The Agent may (subject as provided in subclause 21.4 below) at any time
      resign as Agent by giving at least 90 days' written notice to the Issuers
      and the Guarantor of such intention on its part, specifying the date on
      which its desired resignation shall become effective.

21.3  The Agent may (subject as provided in subclause 21.4 below) be removed at
      any time by the Issuers and the Guarantor on at least 45 days' notice by
      the filing with it of an instrument in writing signed on behalf of the
      Issuers and the Guarantor specifying such removal and the date when it
      shall become effective.


                                       21
<PAGE>
21.4  Any resignation under subclause 21.2 or removal under subclauses 21.3 or
      21.5 shall only take effect upon the appointment by the Issuers and the
      Guarantor as hereinafter provided, of a successor Agent and (other than in
      cases of insolvency of the Agent, when such resignation or removal shall
      become effective immediately) on the expiry of the notice to be given
      under Clause 23. The Issuers and the Guarantor agree with the Agent that
      if, by the day falling ten days before the expiry of any notice under
      subclause 21.2, the Issuers and the Guarantor have not appointed a
      successor Agent, then the Agent shall be entitled, on behalf of the
      Issuers and the Guarantor, to appoint as a successor Agent in its place a
      reputable financial institution of good standing which the Issuer and the
      Guarantor shall approve (such approval not to be unreasonably withheld or
      delayed).

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

21.6  Subject to subclause 21.1, the Issuers and the Guarantor may, after prior
      consultation with the Agent, terminate the appointment of any of the other
      Paying Agents at any time and/or appoint one or more further other Paying
      Agents by giving to the Agent, and to the relevant other Paying Agent at
      least 45 days' notice in writing to that effect (other than in the case of
      insolvency of the other Paying Agent).

21.7  Subject to subclause 21.1, all or any of the Paying Agents may resign
      their respective appointments hereunder at any time by giving the Issuers,
      the Guarantor and the Agent at least 45 days' written notice to that
      effect.

21.8  Upon its resignation or removal becoming effective, the Agent or the
      relevant Paying Agent:

      (a)   shall forthwith transfer all moneys held by it hereunder and, if
            applicable, the records referred to in clauses 12.4 and 13.7 to the
            successor Agent hereunder; and

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

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


                                       22
<PAGE>
22.   MERGER AND CONSOLIDATION

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

23.   NOTIFICATION OF CHANGES TO PAYING AGENTS

      Following receipt of notice of resignation from the Agent or any other
      Paying Agent and forthwith upon appointing a successor Agent or, as the
      case may be, further or other Paying Agents or on giving notice to
      terminate the appointment of any Agent or, as the case may be, other
      Paying Agent, the Agent (on behalf of and at the expense of the Issuers
      and the Guarantor) shall give or cause to be given not more than 45 days'
      nor less than 30 days' notice thereof to the Noteholders in accordance
      with the Conditions.

24.   CHANGE OF SPECIFIED OFFICE

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

25.   NOTICES

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

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

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


                                       23
<PAGE>
      Where a communication is received after 5 p.m. local time in the place to
      which the communication is addressed it shall be deemed to be received and
      become effective on the next business day.

25.2  A copy of any notice served in accordance with subclause 25.1 above on an
      Issuer shall be given to the Guarantor at:

      Klybeckstrasse 141
      CH-4002 Basle
      Switzerland

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

26.   TAXES AND STAMP DUTIES

      The Issuers and the Guarantor jointly and severally agree to pay any and
      all stamp and other documentary taxes or duties which may be payable in
      Germany, the United States of America, the United Kingdom, the Grand Duchy
      of Luxembourg, Belgium or Switzerland in connection with the execution,
      delivery, performance and enforcement of this Agreement, the Deed of
      Covenant or the Deed of Guarantee.

27.   CURRENCY INDEMNITY

      If, under any applicable law and whether pursuant to a judgment being made
      or registered against any Issuers and/or the Guarantor or in the
      liquidation, insolvency or analogous process of any Issuer and/or the
      Guarantor or for any other reason, any payment under or in connection with
      this Agreement is made or falls to be satisfied in a currency (the OTHER
      CURRENCY) other than that in which the relevant payment is expressed to be
      due (the REQUIRED CURRENCY) under this Agreement, then, to the extent that
      the payment (when converted into the required currency at the rate of
      exchange on the date of payment or, if it is not practicable for the Agent
      or the relevant other Paying Agent to purchase the required currency with
      the other currency on the date of payment, at the rate of exchange as soon
      thereafter as it is practicable for it to do so or, in the case of a
      liquidation, insolvency or analogous process at the rate of exchange on
      the latest date permitted by applicable law for the determination of
      liabilities in such liquidation, insolvency or analogous process) actually
      received by the Agent or the relevant other Paying Agent falls short of
      the amount due under the terms of this Agreement, the relevant Issuer and
      the Guarantor each undertakes that it shall, as a separate and independent
      obligation, indemnify and hold harmless the Agent and each other Paying
      Agent against the amount of such shortfall. For the purpose of this
      clause, RATE OF EXCHANGE means the rate at which the Agent or the relevant
      other Paying Agent is able on the relevant date to purchase the required
      currency with the other currency and shall take into account any premium
      and other costs of exchange. The parties hereto understand and agree that
      in the event that the required currency is replaced by the Euro after the
      date hereof, the Euro will not be considered an OTHER CURRENCY for the
      purposes of this Clause 27.

28.   AMENDMENTS

      This Agreement may be amended in writing by agreement between the Issuers,
      the Guarantor, the Agent and the other Paying Agents, but without the
      consent of any Noteholder, Receiptholder or Couponholder, (i) for the
      purpose of curing any ambiguity or of curing, correcting or supplementing
      any defective provision contained herein or complying with mandatory
      provisions of the law of the jurisdiction in which the Issuer or Guarantor
      is


                                       24
<PAGE>
      incorporated or (ii) in any manner which the parties may mutually deem
      necessary or desirable and which shall not be materially prejudicial to
      the interests of the Noteholders. The Issuers, the Guarantor and the Agent
      may also agree any modification pursuant to Condition 15.

29.   DESCRIPTIVE HEADINGS

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

30.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

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

31.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

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

32.   COUNTERPARTS

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

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


                                       25
<PAGE>
                                   APPENDIX 1

                      FORM OF CALCULATION AGENCY AGREEMENT

                          CALCULATION AGENCY AGREEMENT

                               DATED [      ], 2[ ]




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

                                     - AND -

                      CIBA SPECIALTY CHEMICALS HOLDING INC.
                                  AS GUARANTOR

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

                              [ALLEN & OVERY LOGO]
                                     LONDON


                                       26
<PAGE>
                          CALCULATION AGENCY AGREEMENT

                                 IN RESPECT OF A

                          EURO MEDIUM TERM NOTE PROGRAM

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

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

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

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

WHEREAS:

(A)   The Issuer, the Guarantor and certain other subsidiaries of the Guarantor
      have entered into an amended and restated program agreement with the
      Dealers named therein dated 27th March, 2003 under which the Issuer and
      such other subsidiaries may issue Euro Medium Term Notes (NOTES).

(B)   The Notes will be issued subject to and with the benefit of an amended and
      restated agency agreement (the AGENCY AGREEMENT) dated 27th March, 2003
      and entered into between the Issuer, the Guarantor, such other
      subsidiaries, JPMorgan Chase Bank as Agent (the AGENT which expression
      shall include its successor or successors for the time being under the
      Agency Agreement) and the other parties named therein.

NOW IT IS HEREBY AGREED that:

1.    APPOINTMENT OF THE CALCULATION AGENT

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

2.    DUTIES OF CALCULATION AGENT

      The Calculation Agent shall in relation to each Series of Relevant Notes
      perform all the functions and duties imposed on the Calculation Agent by
      the terms and conditions of the Relevant Notes (the CONDITIONS) including
      endorsing the Schedule hereto appropriately in relation to each Series of
      Relevant Notes.


                                       27
<PAGE>
3.    EXPENSES

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

4.    INDEMNITY

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

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

5.    CONDITIONS OF APPOINTMENT

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

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

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

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

5.5   The Calculation Agent and any of its officers, directors and employees may
      become the owner of, or acquire any interest in, any Notes, Receipts or
      Coupons (if any) with the same rights that it or he would have if the
      Calculation Agent were not appointed hereunder, and


                                       28
<PAGE>
      may engage or be interested in any financial or other transaction with the
      Issuer or the Guarantor and may act on, or as depositary, trustee or agent
      for, any committee or body of holders of Notes or Coupons (if any) or in
      connection with any other obligations of the Issuer or the Guarantor as
      freely as if the Calculation Agent were not appointed hereunder.

6.    TERMINATION OF APPOINTMENT

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

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

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

6.2   Notwithstanding the provisions of subclause 6.1 above, if at any
      time:

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

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

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

6.3   The termination of the appointment pursuant to subclause 6.1 or 6.2 above
      of the Calculation Agent hereunder shall not entitle the Calculation Agent
      to any amount by way of compensation but shall be without prejudice to any
      amount then accrued due.

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

6.5   Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4 above, so
      long as any of the Relevant Notes is outstanding, the termination of the
      appointment of the Calculation Agent (whether by the Issuer, the Guarantor
      or by the resignation of the Calculation Agent) shall not be effective
      unless upon the expiry of the relevant notice a successor Calculation
      Agent has been appointed.


                                       29
<PAGE>
6.6   Any successor Calculation Agent appointed hereunder shall execute and
      deliver to its predecessor, the Issuer and the Guarantor an instrument
      accepting such appointment hereunder, and thereupon such a successor
      Calculation Agent, without further act, deed or conveyance, shall become
      vested with all the authority, rights, powers, trusts, immunities, duties
      and obligations of such predecessor with like effect as if originally
      named as the Calculation Agent hereunder.

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

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

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

7.    NOTICES

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

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

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

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

8.    DESCRIPTIVE HEADINGS AND COUNTERPARTS

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


                                       30
<PAGE>
8.2   This Agreement may be executed in any number of counterparts, all of
      which, taken together, shall constitute one and the same agreement and any
      party may enter into this Agreement by executing a counterpart.

9.    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

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

10.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

10.2  Each party hereto hereby irrevocably agrees, for the exclusive benefit of
      the other parties hereto, that the courts of England are to have
      jurisdiction to settle any disputes which may arise out of or in
      connection with this Agreement and that accordingly any suit, action or
      proceedings (together referred to as PROCEEDINGS) arising out of or in
      connection with this Agreement may be brought in such courts. Each party
      hereto hereby irrevocably waives any objection which it may have now or
      hereafter to the laying of the venue of any such Proceedings in any such
      court and any claim that any such Proceedings have been brought in an
      inconvenient forum and hereby further irrevocably agrees that a judgment
      in any such Proceedings brought in the English courts shall be conclusive
      and binding upon it and may be enforced in the courts of any other
      jurisdiction (subject to the laws of the jurisdiction in which enforcement
      is sought). Nothing contained in this clause shall limit any right to take
      Proceedings against any party in any other court of competent jurisdiction
      (outside the Contracting States, as defined in section 1(3) of the Civil
      Jurisdiction and Judgments Act 1982), nor shall the taking of Proceedings
      in one or more jurisdictions preclude the taking of Proceedings in any
      other jurisdiction, whether concurrently or not (subject to the laws of
      the relevant jurisdictions). The [Issuer and the] Guarantor [each] hereby
      appoints the [Issuer/CIBA Specialty Chemicals PLC] as its agent for
      service of process, and undertakes that, in the event of [the Issuer/CIBA
      Specialty Chemicals PLC] ceasing so to act or ceasing to be registered in
      England, it will appoint another person, as the Calculation Agent may
      approve, as its agent for the service of process in England in respect of
      any Proceedings. [The Calculation Agent hereby appoints [ ] as its agent
      for service of process, and undertakes that, in the event of [ ] ceasing
      so to act or ceasing to be registered in England, it will appoint another
      person, as the relevant Issuer or the Guarantor may approve, as its agent
      for service of process in England in respect of any Proceedings]. Nothing
      herein shall affect the right to serve process in any manner permitted by
      law.

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


                                       31
<PAGE>
                SCHEDULE TO THE CALCULATION AGENCY AGREEMENT


<TABLE>
<CAPTION>
                                            TITLE AND      ANNOTATION BY
                   ISSUE      MATURITY      NOMINAL        CALCULATION
SERIES NUMBER      DATE       DATE          AMOUNT         AGENT/ISSUER
-------------      ----       ----          ------         ------------
<S>                <C>        <C>           <C>            <C>


</TABLE>


                                       32
<PAGE>
ISSUER



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

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



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

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



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

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



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

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

By:


                                       33
<PAGE>
GUARANTOR


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

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

By:                           By:



      CALCULATION AGENT

[

                  ]

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


                                       34
<PAGE>
                                   SCHEDULE 1

                        TERMS AND CONDITIONS OF THE NOTES

                  (TO BE INCLUDED FROM FINAL OFFERING CIRCULAR)


                                       35



<PAGE>
                                      AGENT

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

                                  PAYING AGENT

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

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


                                       57
<PAGE>
                                   SCHEDULE 2

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

                                     PART 1

                          FORM OF TEMPORARY GLOBAL NOTE

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

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

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

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

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

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

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

                  unconditionally and irrevocably guaranteed by

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


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

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


                                       58
<PAGE>
                              TEMPORARY GLOBAL NOTE

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

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

This Global Note is issued subject to, and with the benefit of, the Conditions
and an amended and restated Agency Agreement (the AGENCY AGREEMENT, which
expression shall be construed as a reference to that agreement as the same may
be amended, supplemented or restated from time to time) dated 27th March, 2003
and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank
(the AGENT) and the other agents named therein.

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

Upon any such redemption, payment of an instalment or purchase and cancellation,
as aforesaid, the nominal amount of the Notes represented by this Global Note
shall be reduced by the nominal amount of such Notes so redeemed or purchased
and cancelled or the amount of such instalment. The nominal amount of the Notes
represented by this Global Note following any such redemption, payment of an
instalment or purchase and cancellation as aforesaid or any exchange as referred
to below shall be the nominal amount most recently entered by or on behalf of
the Issuer in the relevant column in Part 2, 3 or 4 of Schedule 1 or Schedule 2
hereto.

Prior to the Exchange Date (as defined below), all payments (if any) on this
Global Note will only be made to the bearer hereof to the extent that there is
presented to the Agent by Clearstream, Luxembourg or Euroclear a certificate,
substantially in the form set out in Schedule 3 hereto, to the effect that it
has received from or in respect of a person entitled to a particular nominal
amount of the


                                       59
<PAGE>
Notes (as shown by its records) a certificate in or substantially in the form of
Certificate "A" as set out in Schedule 3 hereto. The bearer of this Global Note
will not be entitled to receive any payment of interest hereon due on or after
the Exchange Date unless upon due certification exchange of this Global Note is
improperly withheld or refused.

On or after the date (the EXCHANGE DATE) which is 40 days after the later of the
Issue Date and completion of the distribution of the Tranche of Notes
represented by this Global Note or such later date specified in the Pricing
Supplement, this Global Note may be exchanged in whole or in part (free of
charge) for, as specified in the Pricing Supplement, either security printed
Definitive Notes and (if applicable) Coupons, Receipts and Talons in the form
set out in Parts 3, 4, 5 and 6 respectively of Schedule 2 to the Agency
Agreement (on the basis that all the appropriate details have been included on
the face of such Definitive Notes and (if applicable) Coupons, Receipts and
Talons and the Pricing Supplement (or the relevant provisions of the Pricing
Supplement) have been either endorsed on or attached to such Definitive Notes)
or a Permanent Global Note in or substantially in the form set out in Part 2 of
Schedule 2 to the Agency Agreement (together with the Pricing Supplement
attached thereto) upon notice being given by Euroclear and/or Clearstream,
Luxembourg acting on the instructions of any holder of an interest in this
Global Note and subject, in the case of Definitive Notes, to such notice period
as is specified in the Pricing Supplement.

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

Presentation of this Global Note for exchange shall be made by the bearer hereof
on any day (other than a Saturday or Sunday) on which banks are open for
business in London at the office of the Agent specified above. The Issuer shall
procure that the Definitive Notes or (as the case may be) the Permanent Global
Note shall be so issued and delivered in exchange for only that portion of this
Global Note in respect of which there shall have been presented to the Agent by
Euroclear or Clearstream, Luxembourg a certificate, substantially in the form
set out in Schedule 3 hereto, to the effect that it has received from or in
respect of a person entitled to a beneficial interest in a particular nominal
amount of the Notes (as shown by its records) a certificate from such person in
or substantially in the form of Certificate "A" as set out in Schedule 3 hereto.

On an exchange of the whole of this Global Note, this Global Note shall be
surrendered to the Agent. On an exchange of part only of this Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in
Schedule 2 hereto and the relevant space in Schedule 2 hereto recording such
exchange shall be signed by or on behalf of the Issuer, whereupon the nominal
amount of this Global Note and the Notes represented by this Global Note shall
be reduced by the nominal amount so exchanged. On any exchange of this Global
Note for a Permanent Global Note, details of such exchange shall be entered by
or on behalf of the Issuer in Schedule 2 to the Permanent Global Note and the
relevant space in Schedule 2 thereto recording such exchange shall be signed by
or on behalf of the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer
hereof shall in all respects (except as otherwise provided herein) be entitled
to the same benefits as if he were the bearer of Definitive Notes and the
relative Coupons, Receipts and/or Talons (if any) in the forms set out in Parts
3, Part 4, Part 5 and Part 6, respectively, of Schedule 2 to the Agency
Agreement.

In the event that this Global Note (or any part hereof) has become due and
repayable in accordance with the Conditions or that the Maturity Date has
occurred and, in either case, payment in full of the amount due has not been
made to the bearer in accordance with the foregoing then, unless within the
period of fifteen days commencing on the relevant due date payment in full of
the amount due in


                                       60
<PAGE>
respect of this Global Note is received by the bearer in accordance with the
foregoing, this Global Note will become void at 8.00 p.m. (London time) on such
fifteenth day and the bearer will have no further rights under this Global Note
(but without prejudice to the rights which the bearer or any other person may
have under the amended and restated Deed of Covenant executed, inter alia, by
the Issuer on 27th March, 2003 in respect of the Euro Medium Term Notes issued
under the Program Agreement pursuant to which this Global Note is issued).

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

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

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

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

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

Authenticated without recourse,
warranty or liability by

JPMORGAN CHASE BANK

By: ..........................
Authorised Signatory


                                       61
<PAGE>
                    SCHEDULE ONE TO THE TEMPORARY GLOBAL NOTE

                                     PART I

                                INTEREST PAYMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       62
<PAGE>
                                     PART II

                          PAYMENT OF INSTALMENT AMOUNTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------

*     See most recent entry in Part 2, 3 or 4 of Schedule One or Schedule Two in
      order to determine this amount.


                                       63
<PAGE>
                                    PART III

                                   REDEMPTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------
*     See most recent entry in Part 2, 3 or 4 of Schedule One or Schedule Two in
      order to determine this amount.


                                       64
<PAGE>
                                     PART IV

                           PURCHASES AND CANCELLATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------

*     See most recent entry in Part 2, 3 or 4 of Schedule One or Schedule Two in
      order to determine this amount.


                                       65
<PAGE>
                    SCHEDULE TWO TO THE TEMPORARY GLOBAL NOTE

                                    EXCHANGES
                  FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------

*     See most recent entry in Part 2, 3 or 4 of Schedule One or Schedule Two in
      order to determine this amount.


                                       66
<PAGE>
                   SCHEDULE THREE TO THE TEMPORARY GLOBAL NOTE

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

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


                              [Title of Securities]

                                (the SECURITIES)

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

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

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

We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Security excepted in


                                       67
<PAGE>
such certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organisations to the effect that the
statements made by such Member Organisations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, exercise of any rights or
collection of any interest) are no longer true and cannot be relied upon as the
date hereof.

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

Dated:  [           ], 2[  ]*
                                          Yours faithfully,

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

                                          or

                                          [Clearstream Banking, societe anonyme]

                                          By:


----------
*     To be dated no earlier than the Exchange Date.


                                       68
<PAGE>
                                 CERTIFICATE "A"

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


                              [Title of Securities]

                                (the SECURITIES)

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

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

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

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

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


                                       69
<PAGE>
We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.

Dated: [         ], [  ]*

Name of Person Making Certification

By:


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


                                       70
<PAGE>
                                     PART 2

                          FORM OF PERMANENT GLOBAL NOTE

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

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

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

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

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

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

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

                  unconditionally and irrevocably guaranteed by

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

                              PERMANENT GLOBAL NOTE

This Global Note is a Permanent Global Note in respect of a duly authorised
issue of Euro Medium Term Notes (the NOTES) of [Ciba Specialty Chemicals
Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding
Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (the ISSUER)
described, and having the provisions specified, in the Pricing Supplement or
Pricing Supplements attached hereto (together the PRICING SUPPLEMENT). Payments
in respect of the Notes

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

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


                                       71
<PAGE>
have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals
Holding Inc. (the GUARANTOR). References herein to the Conditions shall be to
the Terms and Conditions of the Notes as set out in Schedule 1 to the Agency
Agreement (as defined below) as modified and supplemented by the information set
out in the Pricing Supplement, but in the event of any conflict between the
provisions of that Schedule and the information set out in the Pricing
Supplement, the Pricing Supplement will prevail.

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

This Global Note is issued subject to, and with the benefit of, the Conditions
and an amended and restated Agency Agreement (the AGENCY AGREEMENT, which
expression shall be construed as a reference to that agreement as the same may
be amended, supplemented or restated from time to time) dated 27th March, 2003
and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank
(the AGENT) and the other agents named therein.

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

Upon any such redemption, payment of an instalment or purchase and cancellation
as aforesaid, the nominal amount of the Notes represented by this Global Note
shall be reduced by the nominal amount of such Notes so redeemed or purchased
and cancelled or the amount of such instalment. The nominal amount of the Notes
represented by this Global Note following any such redemption, payment of an
instalment or purchase and cancellation as aforesaid, or any exchange as
referred to below shall be the nominal amount most recently entered by or on
behalf of the Issuer in the relevant column in Part 2, 3 or 4 of Schedule 1 or
Schedule 2 hereto.

On any exchange of the Temporary Global Note issued in respect of the Notes for
this Global Note or any part hereof, details of such exchange shall be entered
by or on behalf of the Issuer in Schedule 2 hereto and the relevant space in
Schedule 2 hereto recording such exchange shall be signed by or on behalf of the
Issuer, whereupon the nominal amount of the Notes represented by this Global
Note shall be increased by the nominal amount of the Temporary Global Note so
exchanged.

This Global Note may be exchanged in whole but not in part (free of charge), for
Definitive Notes and (if applicable) Coupons, Receipts and/or Talons in the form
set out in Part 3, Part 4, Part 5 and Part 6 respectively, of Schedule 2 to the
Agency Agreement (on the basis that all the appropriate details have been
included on the face of such Definitive Notes and (if applicable) Coupons,
Receipts and Talons and the Pricing Supplement (or the relevant provisions of
the Pricing Supplement) have been


                                       72
<PAGE>
endorsed on or attached to such Definitive Notes) either, as specified in the
applicable Pricing Supplement:

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

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

An EXCHANGE EVENT means an Event of Default has occurred and is continuing;

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

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

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

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

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

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

Until the exchange of this Global Note as aforesaid, the bearer hereof shall in
all respects (except as otherwise provided herein) be entitled to the same
benefits as if he were the bearer of Definitive Notes and the relative Coupons,
Receipts and/or Talons (if any) in the forms set out in Part 3, Part 4, Part 5
and Part 6, respectively, of Schedule 2 to the Agency Agreement.

In the event that this Global Note (or any part hereof) has become due and
repayable in accordance with the Conditions or that the Maturity Date has
occurred and, in either case, payment in full of the amount due has not been
made to the bearer in accordance with the foregoing then, unless within the
period of fifteen days commencing on the relevant due date payment in full of
the amount due in respect of this Global Note is received by the bearer in
accordance with the foregoing, this Global Note will become void at 8.00 p.m.
(London time) on such fifteenth day and the bearer will have no further rights
under this Global Note (but without prejudice to the rights which the bearer or
any other person may have under the amended and restated Deed of Covenant
executed by the Issuer on 27th March, 2003 in respect of the Euro Medium Term
Notes issued under the Program Agreement pursuant to which this Global Note is
issued).

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

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


                                       73
<PAGE>
This Global Note shall not be valid unless authenticated by the Agent.

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

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

By: .........................
   Authorised Signatory

Authenticated without recourse,
warranty or liability by

JPMORGAN CHASE BANK

By: ..........................
Authorised Signatory


                                       74
<PAGE>
                    SCHEDULE ONE TO THE TEMPORARY GLOBAL NOTE

                                     PART I

                                INTEREST PAYMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       75
<PAGE>
                                     PART II

                          PAYMENT OF INSTALMENT AMOUNTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------

*     See most recent entry in Part 2, 3 or 4 of Schedule One or Schedule Two in
      order to determine this amount.


                                       76
<PAGE>
                                    PART III

                                   REDEMPTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------
*     See most recent entry in Part 2, 3 or 4 of Schedule One or Schedule Two in
      order to determine this amount.


                                       77
<PAGE>
                                     PART IV

                           PURCHASES AND CANCELLATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------

*     See most recent entry in Part 2, 3 or 4 of Schedule One or Schedule Two in
      order to determine this amount.


                                       78
<PAGE>
                   SCHEDULE TWO TO THE PERMANENT GLOBAL NOTE

                             SCHEDULE OF EXCHANGES

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


<TABLE>
<CAPTION>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------

*     See most recent entry in Part 2, 3 or 4 of Schedule One or Schedule Two in
      order to determine this amount.


                                       79
<PAGE>
                                     PART 3

                            FORM OF DEFINITIVE NOTE

[Face of Note]
     -----------------------------------------------------------------------

     00             000000            [ISIN]           00            000000

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

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

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

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

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

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

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

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

                  unconditionally and irrevocably guaranteed by

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

       [Specified Currency and Nominal Amount of Tranche]


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

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


                                       80
<PAGE>
                  EURO MEDIUM TERM NOTES DUE [Year of Maturity]

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

This Note is issued subject to, and with the benefit of, the Conditions and an
amended and restated Agency Agreement (the AGENCY AGREEMENT, which expression
shall be construed as a reference to that agreement as the same may be amended,
supplemented or restated from time to time) dated 27th March, 2003 and made
between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank (the AGENT)
and the other agents named therein.

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

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

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

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

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

By: .............................
Authorised Signatory

Authenticated without recourse,
warranty or liability by

JPMORGAN CHASE BANK

By: ..........................
Authorised Signatory


                                       81
<PAGE>
                              TERMS AND CONDITIONS

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


                               PRICING SUPPLEMENT

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


                                       82
<PAGE>
                                     PART 4

                                 FORM OF COUPON

(Face of Coupon)

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

                 [Specified Currency and Nominal Amount Tranche]
                          NOTES DUE [Year of Maturity]
                                 Series No. [ ]

PART A

[FOR FIXED RATE NOTES:-

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

PART B

[FOR FLOATING RATE NOTES OR INDEXED INTEREST NOTES:-

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

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

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

[BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT
A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED


                                       83
<PAGE>
STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON
BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER).](1)

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

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


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

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


                                       84
<PAGE>
(Reverse of Coupon)

                                      AGENT

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

                                  PAYING AGENT

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

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


                                       85
<PAGE>
(On the front)

                                     PART 5

                                 FORM OF RECEIPT

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

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

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

                     [CIBA SPECIALTY CHEMICALS CORPORATION/
                          CIBA SPECIALTY CHEMICALS PLC/

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

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

                                 Series No. [ ]

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

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

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

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


                                       86
<PAGE>
This Receipt must be presented for payment together with the Note to which it
appertains. The Issuer shall have no obligation in respect of any Receipt
presented without the Note to which it appertains or any unmatured Receipts.

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

By:...........................
Authorised Signatory


                                       87
<PAGE>
                                     PART 6

                                  FORM OF TALON

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

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

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

(On the front)

                     [CIBA SPECIALTY CHEMICALS CORPORATION/
                          CIBA SPECIALTY CHEMICALS PLC/

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

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

                                 Series No. [ ]

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

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

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

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


                                       88
<PAGE>
[CIBA SPECIALTY CHEMICALS CORPORATION/
CIBA SPECIALTY CHEMICALS PLC/
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH/
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.]

By: ...........................
Authorised Signatory


                                       89
<PAGE>
(Reverse of Receipt and Talon)

                                      AGENT

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

                                  PAYING AGENT

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

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


                                       90
<PAGE>
                                   SCHEDULE 3

                            FORM OF DEED OF GUARANTEE

THIS DEED OF GUARANTEE is made on 27th March, 2003 by CIBA SPECIALTY CHEMICALS
HOLDING INC., (the GUARANTOR) in favour of the Relevant Account Holders (as
defined in the Deed of Covenant referred to below) and the holders for the time
being of the Notes (as defined below) and the interest coupons (if any)
appertaining to the Notes (COUPONS), the Coupons being attached on issue to
Definitive Note(s) (as defined below). Each Relevant Account Holder, each holder
of a Note and each holder of a Coupon is a HOLDER.

WHEREAS:

(A)   CIBA SPECIALTY CHEMICALS CORPORATION, CIBA SPECIALTY CHEMICALS PLC, CIBA
      SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH, CIBA SPECIALTY CHEMICALS
      EUROFINANCE LTD. (the ISSUERS and each an ISSUER) and the Guarantor have
      entered into an amended and restated Program Agreement (the PROGRAM
      AGREEMENT, which expression includes the same as it may be amended or
      supplemented from time to time) dated 27th March, 2003 with the Dealers
      named therein, which amends and restates the amended and restated program
      agreement entered into by, inter alia, Ciba Specialty Chemicals
      Corporation, Ciba Specialty Chemicals PLC and Ciba Spezialitatenchemie
      Holding Deutschland GmbH dated 30th March, 2001 (the PRINCIPAL PROGRAM
      AGREEMENT), under which each Issuer proposes from time to time to issue
      Euro Medium Term Notes (the NOTES, such expression to include each
      Definitive Note issued by an Issuer and each Global Note issued by an
      Issuer (where DEFINITIVE NOTE and GLOBAL NOTE have the meanings ascribed
      thereto in the Agency Agreement defined below) and to include any receipts
      issued in respect of Notes repayable in instalments);

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

(C)   the Issuers and the Guarantor have entered into an amended and restated
      agency agreement (the AGENCY AGREEMENT, which expression includes the same
      as it may be amended or supplemented from time to time) dated 27th March,
      2003 with the Paying Agents named therein; and

(D)   this Deed of Guarantee amends and restates the amended and restated Deed
      of Guarantee made by the Guarantor dated 27th March, 2002, and does not
      affect any Notes issued pursuant to the Principal Program Agreement prior
      to the date hereof.

NOW THIS DEED WITNESSES as follows:

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


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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

11.   Governing Law and Jurisdiction: This Guarantee is governed by and shall be
      construed in accordance with English law. The Guarantor irrevocably agrees
      for the benefit of each


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      Holder that the courts of England are to have jurisdiction to settle any
      disputes which may arise out of or in connection with this Guarantee and
      that accordingly any suit, action or proceedings arising out of or in
      connection with this Guarantee (together referred to as PROCEEDINGS) may
      be brought in the courts of England.

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

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

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

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

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


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

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

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

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


Dated 27th March, 2003


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                                   SCHEDULE 4

                     PROVISIONS FOR MEETINGS OF NOTEHOLDERS

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

      (A)   VOTING CERTIFICATE shall mean an English language certificate issued
            by a Paying Agent and dated in which it is stated:

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

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

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

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

      (B)   BLOCK VOTING INSTRUCTION shall mean an English language document
            issued by a Paying Agent and dated in which:

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

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

                  (B)   the surrender to the Paying Agent not less than 48 hours
                        before the time for which such meeting or any adjourned
                        such meeting is convened of the receipt issued by such
                        Paying Agent in respect of each such deposited Note
                        which is to be released or (as the case may require) the
                        Note or Notes ceasing with the agreement of the Paying
                        Agent to be held to its order or under its control and
                        the giving of notice by the Paying Agent to the Issuer
                        in accordance with paragraph 17 hereof of the necessary
                        amendment to the block voting instruction;

            (ii)  it is certified that each holder of such Notes has instructed
                  such Paying Agent that the vote(s) attributable to the Note or
                  Notes so deposited or held should


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                  be cast in a particular way in relation to the resolution or
                  resolutions to be put to such meeting or any adjourned such
                  meeting and that all such instructions are during the period
                  commencing 48 hours prior to the time for which such meeting
                  or any adjourned such meeting is convened and ending at the
                  conclusion or adjournment thereof neither revocable nor
                  capable of amendment;

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

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

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

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

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

3.    At least 21 days' notice (exclusive of the day on which the notice is
      given and the day on which the meeting is held) specifying the place, day
      and hour of meeting shall be given to the Noteholders prior to any meeting
      of the Noteholders in the manner provided by Condition 14. Such notice
      shall state generally the nature of the business to be transacted at the
      meeting thereby convened but (except for an Extraordinary Resolution) it
      shall not be necessary to specify in such notice the terms of any
      resolution to be proposed. Such notice shall include a statement to the
      effect that Notes may be deposited with Paying Agents for the purpose of
      obtaining voting certificates or appointing proxies not less than 24 hours
      before the time fixed for the meeting or that, in the case of
      corporations, they may appoint representatives by resolution of their
      directors or other governing body. A copy of the notice shall be sent by
      post to the Issuer (unless the meeting is convened by the relevant Issuer)
      and to the Guarantor (unless the meeting is convened by the Guarantor).


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

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

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

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

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

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

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

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

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

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

6.    If within fifteen minutes after the time appointed for any such meeting a
      quorum is not present the meeting shall if convened upon the requisition
      of Noteholders be dissolved. In any other case it shall stand adjourned to
      the same day in the next week (or if such day is a public holiday the next
      succeeding business day) at the same time and place (except in the case of
      a meeting at which an Extraordinary Resolution is to be proposed in which
      case it shall stand adjourned for such period being not less than 14 days
      nor more than 42 days, and at such place as may be appointed by the
      Chairman and approved by the Agent) and at such adjourned meeting one or
      more persons present holding Notes or voting certificates or being


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      proxies (whatever the nominal amount of the Notes so held or represented
      by them) shall (subject as provided below) form a quorum and shall
      (subject as provided below) have power to pass any Extraordinary
      Resolution or other resolution and to decide upon all matters which could
      properly have been dealt with at the meeting from which the adjournment
      took place had the requisite quorum been present PROVIDED THAT at any
      adjourned meeting the business of which includes any of the matters
      specified in the proviso to paragraph 5 above the quorum shall be one or
      more persons present holding Notes or voting certificates or being proxies
      and holding or representing in the aggregate not less than a clear
      majority in nominal amount of the Notes for the time being outstanding.

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

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

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

10.   Subject to paragraph 12 below, if at any such meeting a poll is so
      demanded it shall be taken in such manner and subject as hereinafter
      provided either at once or after an adjournment as the Chairman directs
      and the result of such poll shall be deemed to be the resolution of the
      meeting at which the poll was demanded as at the date of the taking of the
      poll. The demand for a poll shall not prevent the continuance of the
      meeting for the transaction of any business other than the motion on which
      the poll has been demanded.

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

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

13.   Any director or officer of the Issuer or the Guarantor and their
      respective lawyers may attend and speak at any meeting. Save as aforesaid,
      but without prejudice to the proviso to the definition of OUTSTANDING in
      clause 1.2 of this Agreement, no person shall be entitled to attend and
      speak nor shall any person be entitled to vote at any meeting of the
      Noteholders or join with others in requisitioning the convening of such a
      meeting unless he either produces the Note or Notes of which he is the
      holder or a voting certificate or is a proxy. None of the


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      Issuers, the Guarantor nor any of their respective subsidiaries shall be
      entitled to vote at any meeting in respect of Notes held by it for the
      benefit of any such company and no other person shall be entitled to vote
      at any meeting in respect of Notes held by it for the benefit of any such
      company. Nothing herein contained shall prevent any of the proxies named
      in any block voting instruction from being a director, officer or
      representative of or otherwise connected with the Issuer or the Guarantor.

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

      (f)   power to sanction any scheme or proposal for the exchange or sale of
            the Notes for, or the conversion of the Notes into or the
            cancellation of the Notes in consideration of, shares, stock, notes,
            bonds, debentures, debenture stock and/or other obligations and/or
            securities of the Issuer or any other company formed or to be
            formed, or for or into or in consideration of cash, or partly for or
            into or in consideration of such shares, stock, notes, bonds,
            debentures, debenture stock and/or other obligations and/or
            securities as aforesaid and partly for or into or in consideration
            of cash; and

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

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

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

21.   Minutes of all resolutions and proceedings at every such meeting as
      aforesaid shall be made and duly entered in books to be from time to time
      provided for that purpose by the relevant


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

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


                                      101
<PAGE>
                                   SCHEDULE 5

                               FORM OF PUT NOTICE

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

                       [TITLE OF RELEVANT SERIES OF NOTES]

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

This Notice relates to Notes in the aggregate nominal amount of ..........

bearing the following serial numbers:


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


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


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

If the Notes referred to above are to be returned (1) to the undersigned under
clause 10.4 of the Agency Agreement, they should be returned by post to the
following address outside the United States:

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

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

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

PAYMENT INSTRUCTIONS

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

Bank:.................................

Branch Address outside
the United States:      ................................

Branch Code: ................................

Account Number: ................................

Signature of holder: ................................


                                      102
<PAGE>
                          Duly authorised on behalf of
                     [CIBA SPECIALTY CHEMICALS CORPORATION/
                          CIBA SPECIALTY CHEMICALS PLC/
               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH/
                   CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.]


[To be completed by recipient Paying Agent]

Details of missing unmatured Coupons ...............................(3)

Received by: ................................

[Signature and stamp of Paying Agent]

At its office at: .................................

On:....................................

NOTES

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

2.    Delete as applicable.

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

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

      This Put Notice is not valid unless all of the paragraphs requiring
      completion are duly completed. Once validly given this Put Notice is
      irrevocable except in the circumstances set out in clause 10.4 of the
      Agency Agreement.


                                      103
<PAGE>
                                   SCHEDULE 6

                                       [ ]



                             DATED 27TH MARCH, 2003

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

                                     - AND -

                      CIBA SPECIALTY CHEMICALS HOLDING INC.
                                  AS GUARANTOR



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

                           OPERATING & ADMINISTRATIVE
                              PROCEDURES MEMORANDUM
                                 IN RESPECT OF A
                               U.S.$2,000,000,000
                          EURO MEDIUM TERM NOTE PROGRAM
                             (AMENDED AND RESTATED)

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




                              [ALLEN & OVERY LOGO]
                                     LONDON


                                      104
<PAGE>
The aggregate nominal amount of all Notes outstanding at any time will not,
subject as provided below, exceed U.S.$2,000,000,000 or its equivalent in other
currencies at the time of agreement to issue, subject to increase as provided in
the Program Agreement. The Program Agreement provides for the increase in the
nominal amount of Notes that may be issued under the Program. In that event,
this Procedures Memorandum shall apply to the Program as increased.

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

      o     Fixed Rate Notes

      o     Floating Rate Notes

      o     Zero Coupon Notes

      o     Dual Currency Notes

      o     Indexed Interest Notes

      o     Indexed Redemption Amount Notes

      o     Instalment Notes

      o     Partly Paid Notes

      o     other forms of Notes agreed between the relevant Dealer or Lead
            Manager, the relevant Issuer and the Guarantor

All terms with initial capitals used herein without definition shall have the
meanings given to them in the Offering Circular dated 27th March, 2003 (the
OFFERING CIRCULAR as supplemented), or, as the case may be, the amended and
restated Program Agreement dated 27th March, 2003 (the PROGRAM AGREEMENT as
amended, supplemented or restated) between the Issuers, the Guarantor and the
Dealers named therein pursuant to which the Issuer may issue Euro Medium Term
Notes.

OPERATING PROCEDURES

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

1.    RESPONSIBILITIES OF THE AGENT

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

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

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

      (c)   determining the end of the Distribution Compliance Period in respect
            of a Tranche in accordance with Clause 4 of the Agency Agreement.
            The Agent shall upon determining the end of the Distribution
            Compliance Period in respect of any Tranche notify the relevant
            Issuer, the Guarantor, Euroclear, Clearstream, Luxembourg and the
            relevant Dealer or Lead Manager, as the case may be.


                                      105
<PAGE>
2.    RESPONSIBILITIES OF DEALER/LEAD MANAGER

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

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

3.    SETTLEMENT

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

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

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


                                      106
<PAGE>
                                    ANNEX 1

                                    [      ]

                                     PART 1

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

References below to the ISSUER is to the RELEVANT ISSUER.

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

                      3.00 p.m.      If a Dealer has reached agreement with
                                     the Issuer and the Guarantor by telephone,
                                     such Dealer confirms the terms of the
                                     agreement to the Issuer and the Guarantor
                                     by fax (substantially in the form set out
                                     in Annexe B) attaching a copy of the
                                     Pricing Supplement (substantially in the
                                     form set out in Annexe C). The Dealer sends
                                     a copy of that fax to the Agent for
                                     information.

                      5.00 p.m.      The Issuer and the Guarantor confirm
                                     their agreement to the terms on which the
                                     issue of Notes is to be made (including the
                                     form of the Pricing Supplement) by each
                                     signing and returning a copy of the Pricing
                                     Supplement to the relevant Dealer. The
                                     Issuer also confirms its instructions to
                                     the Agent (including, in the case of
                                     Floating Rate Notes, for the purposes of
                                     rate fixing) to carry out the duties to be
                                     carried out by the Agent under these
                                     Settlement Procedures and the Agency
                                     Agreement including preparing,
</TABLE>


                                      107
<PAGE>
<TABLE>
<CAPTION>
Day                   Latest         Action
---                   ------         ------
                      London time
                      -----------
<S>                   <C>            <C>
                                     authenticating and issuing a Temporary
                                     Global Note for the Tranche of Notes which
                                     is to be purchased and in the case of the
                                     first Tranche of a Series, where the
                                     Pricing Supplement for such Tranche does
                                     not specify that such Temporary Global Note
                                     is to be exchangeable only for Notes in
                                     definitive form, a Permanent Global Note
                                     for such Series, giving details of such
                                     Notes. The Issuer confirms such
                                     instructions by sending a copy by fax of
                                     the signed Pricing Supplement to the Agent.
                                     The details set out in the signed Pricing
                                     Supplement shall be conclusive evidence of
                                     the agreement (save in the case of manifest
                                     error) and shall be binding on the parties
                                     accordingly.

No later than                        In the case of Notes which are to be
Issue Date                           listed on a Stock Exchange, the Agent
Minus 3                              also notifies, or the notification to,
                                     the relevant Stock Exchange and any other
                                     relevant authority by fax or by hand of the
                                     details of the Notes to be issued by
                                     sending the Pricing Supplement to the
                                     relevant Stock Exchange and any other
                                     relevant authority.

Issue Date            3.00 p.m.      The relevant Dealer instructs Euroclear
Minus 2                              and/or Clearstream, Luxembourg to debit its
                                     account and pay the purchase price, against
                                     delivery of the Notes, to the Agent's
                                     account with Euroclear and/or Clearstream,
                                     Luxembourg on the Issue Date and the Agent
                                     receives details of such instructions
                                     through the records of Euroclear and/or
                                     Clearstream, Luxembourg.

                                     In the case of Floating Rate Notes, the
                                     Agent notifies Euroclear, Clearstream,
                                     Luxembourg , the Issuer, the Guarantor (if
                                     applicable) the relevant Stock Exchange and
                                     the relevant Dealer by telex or fax of the
                                     Rate of Interest for the first Interest
                                     Period (if already determined). Where the
                                     Rate of Interest has not yet been
                                     determined, this will be notified in
                                     accordance with this paragraph as soon as
                                     it has been determined.

Issue Date minus 1    3.00 p.m.      The Agent prepares and authenticates a
                                     Temporary Global Note for each Tranche of
                                     Notes which is to be purchased and, where
                                     required as specified above, a Permanent
                                     Global Note in respect of the relevant
                                     Series. The conditions precedent in the
                                     Program agreement are satisfied and/or
                                     waived. The Temporary Global Note and any
                                     such Permanent Global Note are then
                                     delivered by the Agent to a common
                                     depositary for Euroclear and Clearstream,
                                     Luxembourg and instructions are given by
                                     the Agent to Euroclear or, as the case may
                                     be, Clearstream, Luxembourg to credit the
                                     Notes represented by such
</TABLE>


                                      108
<PAGE>
<TABLE>
<CAPTION>
Day                   Latest         Action
---                   ------         ------
                      London time
                      -----------
<S>                   <C>            <C>
                                     Temporary Global Note to the Agent's
                                     distribution account. The Agent further
                                     instructs Euroclear or, as the case may be,
                                     Clearstream, Luxembourg to debit from the
                                     distribution account the nominal amount of
                                     the relevant Tranche of Notes and to credit
                                     such nominal amount to the account of such
                                     Dealer with Euroclear or Clearstream,
                                     Luxembourg against payment to the account
                                     of the Agent of the purchase price for the
                                     relevant Tranche of Notes for value on the
                                     Issue Date. The relevant Dealer gives
                                     corresponding instructions to Euroclear or
                                     Clearstream, Luxembourg. The parties (which
                                     for this purpose shall include the Agent)
                                     may agree to arrange for FREE DELIVERY to
                                     be made through the relevant clearing
                                     system if specified in the applicable
                                     Pricing Supplement, in which case these
                                     Settlement Procedures will be amended
                                     accordingly.

Issue Date                           Euroclear and Clearstream, Luxembourg
                                     debit and credit accounts in accordance
                                     with instructions received by them.

                                     The Agent pays to the Issuer for value on
                                     the Issue Date the aggregate purchase
                                     moneys received by it to such account of
                                     the Issuer as shall have been notified to
                                     the Agent for the purpose.

On or subsequent                     The Agent notifies the Issuer and
to the Issue Date                    Guarantor forthwith in the event that a
                                     Dealer does not pay the purchase price due
                                     from it in respect of a Note.

                                     The Agent notifies the Issuer of the issue
                                     of Notes giving details of the Global
                                     Note(s) and the nominal amount represented
                                     thereby.

                                     The Agent confirms the issue of Notes to
                                     the relevant Stock Exchange and any other
                                     relevant authority.

                                     The relevant Dealer promptly notifies the
                                     Agent that the distribution of the Notes
                                     purchased by it has been completed. The
                                     Agent promptly notifies the Issuer, the
                                     Guarantor, the relevant Dealers, Euroclear
                                     and Clearstream, Luxembourg of the date of
                                     the end of the Distribution Compliance
                                     Period with respect to the relevant Tranche
                                     of Notes.
</TABLE>


                                      109
<PAGE>
                                    ANNEXE 1

                                     PART 2

           SETTLEMENT PROCEDURES FOR ISSUES SUBSCRIBED PURSUANT TO A
                             SUBSCRIPTION AGREEMENT

References below to the ISSUER is to the RELEVANT ISSUER.

<TABLE>
<CAPTION>
Day                   Latest time    Action
---                   -----------    ------
<S>                   <C>            <C>
No later than                        The Issuer and the Guarantor may,
Issue Date                           subject to the execution of the
minus 10 (or                         Subscription Agreement referred to
such other number                    below, agree terms with a Dealer (which
of days agreed                       expression in this Part 2 includes any
between the                          entity to be appointed as a dealer
Issuer, the                          under the Subscription Agreement
Guarantor,                           referred to below) (the  LEAD MANAGER)
the Lead Manager and                 for the issue and purchase of Notes to
the Agent)                           be subscribed pursuant to a
                                     Subscription Agreement (whether pursuant to
                                     an unsolicited bid by such Lead Manager or
                                     pursuant to an enquiry by the Issuer). The
                                     Lead Manager may invite other Dealers (new
                                     or additional) approved by the Issuer and
                                     the Guarantor to join an underwriting
                                     syndicate either on the basis of an
                                     invitation telex agreed between the Issuer,
                                     the Guarantor and the Lead Manager or on
                                     the terms of the Pricing Supplement
                                     referred to below and the Subscription
                                     Agreement. The Lead Manager and any such
                                     Dealers are together referred to as the
                                     MANAGERS.

                                     The Lead Manager instructs the Agent to
                                     obtain a common code and ISIN from
                                     Euroclear or Clearstream, Luxembourg. In
                                     the case of the first Tranche of Notes of a
                                     Series, the Agent telephones Euroclear or
                                     Clearstream, Luxembourg with a request for
                                     a common code and ISIN for such Series and
                                     in the case of a subsequent Tranche of
                                     Notes of that Series the Agent telephones
                                     Euroclear or Clearstream, Luxembourg with a
                                     request for a temporary common code and
                                     ISIN for such Tranche. Each Common Code and
                                     ISIN is notified by the Agent to the Issuer
                                     and the Lead Manager.

                                     The Issuer, the Guarantor and the Lead
                                     Manager agree a form of Pricing Supplement
                                     prepared by or on behalf of the Lead
                                     Manager (in substantially the form of
                                     Annexe C) which is submitted to the lawyers
                                     rendering a legal opinion in connection
                                     with the relevant issue for approval. A
                                     draft Subscription Agreement (in
                                     substantially the form of Appendix E to the
                                     Program Agreement or such other form as may
                                     be agreed between the Issuer, the Guarantor
                                     and the
</TABLE>


                                      110
<PAGE>
<TABLE>
<CAPTION>
Day                   Latest time    Action
---                   -----------    ------
<S>                   <C>            <C>
                                     Lead Manager) is also prepared. The
                                     Subscription Agreement may, if so agreed,
                                     be called by another name. The Lead Manager
                                     sends a copy of the draft Subscription
                                     Agreement to any other Manager at least two
                                     full days (as defined in the Explanatory
                                     Notes to this Annexe A) before the
                                     Subscription Agreement is intended to be
                                     signed. At the same time the Lead Manager
                                     sends a copy of the Offering Circular and
                                     Program Agreement (together with such other
                                     items from the Initial Documentation List
                                     as the Lead Manager deems appropriate) to
                                     any other Manager which has not previously
                                     received such documents. The Subscription
                                     Agreement and Pricing Supplement are agreed
                                     and executed and a copy of the Pricing
                                     Supplement is sent by fax to the Agent
                                     which shall act as the Agent's
                                     authorisation (including, in the case of
                                     Floating Rate Notes, for the purposes of
                                     rate fixing) to carry out the duties to be
                                     carried out by it under these Settlement
                                     Procedures and the Agency Agreement
                                     including preparing, authenticating and
                                     issuing a Temporary Global Note for the
                                     Tranche of Notes which is to be purchased
                                     and in the case of the first Tranche of a
                                     Series, where the Pricing Supplement does
                                     not specify that such Temporary Global Note
                                     is to be exchangeable only for Notes in
                                     definitive form, a Permanent Global Note
                                     for such Series, giving details of such
                                     Notes.

No later than                        In the case of Notes to be listed on a
Issue Date                           Stock Exchange, the Agent notifies or
minus 3                              procure the notification to, the
                                     relevant Stock Exchange by fax or by hand
                                     of the details of the Notes to be issued by
                                     sending the Pricing Supplement to the
                                     relevant Stock Exchange and any other
                                     relevant authority.

No later than                        The Lead Manager instructs Euroclear
Issue Date                           and/or Clearstream, Luxembourg to debit
minus 2                              its account and pay the purchase price,
                                     against delivery of the Notes as
                                     instructed by the Lead Manager to the
                                     account specified by the Issuer.

Issue Date            3.00 p.m.      In the case of Floating Rate Notes, the
minus 2                              Agent notifies Euroclear, Clearstream,
                                     Luxembourg, the Issuer, the Guarantor, the
                                     relevant Stock Exchange (if applicable) and
                                     the Lead Manager by telex or fax of the
                                     Rate of Interest for the first Interest
                                     Period (if already determined). Where the
                                     Rate of Interest has not yet been
                                     determined, this will be notified in
                                     accordance with this paragraph as soon as
                                     it has been determined.
</TABLE>


                                      111
<PAGE>
<TABLE>
<CAPTION>
Day                   Latest time    Action
---                   -----------    ------
<S>                   <C>            <C>
Issue Date            agreed time    The Agent prepares and authenticates a
minus 1 (in the                      Temporary Global Note for each Tranche
case of pre-closed                   of Notes which is to be purchased, and
issues) or Issue                     where required as specified above, a
Date (in any other                   Permanent Global Note in respect of the
case) (the PAYMENT                   relevant Series. The conditions
INSTRUCTION DATE)                    precedent in the Subscription Agreement
                                     and the Program Agreement are satisfied
                                     and/or waived. The Temporary Global Note
                                     and any such Permanent Global Note are then
                                     delivered by the Agent to a common
                                     depositary for Euroclear and Clearstream,
                                     Luxembourg and instructions are given by
                                     the Agent (on behalf of the Issuer) to the
                                     common depositary to hold the Notes
                                     represented by such Temporary Global Note
                                     to the Issuer's order.

                                     The Lead Manager instructs the common
                                     depositary to request Euroclear and/or
                                     Clearstream, Luxembourg to credit such
                                     nominal amount of the relevant Tranche of
                                     Notes to the accounts of the persons
                                     entitled thereto with Euroclear or
                                     Clearstream, Luxembourg against payment to
                                     the specified account of the Issuer of the
                                     purchase price for the relevant Tranche of
                                     Notes for value on the Issue Date. The
                                     common depositary issues a payment
                                     confirmation in respect of this payment.

Issue Date                           Payment is effected and Euroclear and/or
                                     Clearstream, Luxembourg debit and credit
                                     accounts in accordance with instructions
                                     received by them.

                                     The Agent notifies the Issuer of the issue
                                     of Notes giving details of the Global
                                     Note(s) and the nominal amount represented
                                     thereby.

                                     The Agent confirms the issue of Notes to
                                     the relevant Stock Exchange and any other
                                     relevant authority.

On or subsequent to                  Each other Manager (if any) promptly
the Issue Date                       notifies the Lead Manager when the
                                     distribution of the Notes purchased by it
                                     has been completed. The Lead Manager
                                     promptly notifies the Agent upon completion
                                     of the distribution of the Notes of the
                                     relevant Tranche. The Agent promptly
                                     notifies the Issuer, the Guarantor, the
                                     Lead Manager, Euroclear and Clearstream,
                                     Luxembourg of the date of the end of the
                                     Distribution Compliance Period with respect
                                     to the relevant Tranche of Notes.
</TABLE>

Explanatory Notes to Annexe 1

(a)   Each DAY is a day on which banks and foreign exchange markets are open for
      business in London, counted in reverse order from the proposed Issue Date.

(b)   The Issue Date must be a Business Day. For the purposes of this
      Memorandum, BUSINESS DAY means a day which is:


                                      112
<PAGE>
      (i)   a day on which commercial banks and foreign exchange markets settle
            payments in London and any other place as is specified in the
            applicable Pricing Supplement (each an ADDITIONAL BUSINESS CENTRE);

      (ii)  either (1) in relation to Notes denominated or payable in a
            Specified Currency other than euro, a day on which commercial banks
            and foreign exchange markets settle payments in the principal
            financial centre of the country of the relevant Specified Currency
            (if other than London or any Additional Business Centre) and which,
            if the Specified Currency is New Zealand Dollars, shall be Auckland)
            or (2) in relation to Notes denominated or payable in euro, a day on
            which the TARGET System is open. TARGET SYSTEM means the
            Trans-European Automated Real-Time Gross Settlement Express Transfer
            (TARGET) System. Unless otherwise provided in the applicable Pricing
            Supplement, the principal financial centre for any currency shall be
            as provided in the 2000 ISDA Definitions, each as amended and
            updated as at the Issue Date of the first Tranche of Notes of the
            relevant Series and published by the International Swaps and
            Derivatives Association, Inc.; and

      (iii) a day on which Euroclear, Clearstream, Luxembourg and any other
            relevant clearing system is open for general business.

(c)   Times given are the approximate times for the taking of the action in
      question and are references to London time.


                                      113
<PAGE>
                                    ANNEX 2

         FORM OF DEALER'S CONFIRMATION FOR ISSUES WITH NO SUBSCRIPTION
                                   AGREEMENT

[Date]

To:   [CIBA SPECIALTY CHEMICALS CORPORATION/
      CIBA SPECIALTY CHEMICALS PLC/
      CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH/
      CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.]

and:  CIBA SPECIALTY CHEMICALS HOLDING INC.

c.c.  JPMorgan Chase Bank

                     [CIBA SPECIALTY CHEMICALS CORPORATION/
                          CIBA SPECIALTY CHEMICALS PLC/
               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH/
                   CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.]
         [Title of relevant Tranche of Notes (specifying type of Notes)]
     issued pursuant to the U.S.$2,000,000,000 Euro Medium Term Note Program

We hereby confirm the agreement for the issue to us of [describe issue] Notes
due [ ] (the NOTES) under the above Program pursuant to the terms of issue set
out in the Pricing Supplement which we are faxing herewith.

[The selling commission in respect of the Notes will be [ ] per cent. of the
nominal amount of the Notes and will be deductible from the net proceeds of the
issue.]

The Notes are to be credited to [Euroclear/Clearstream, Luxembourg] account
number [ ] in the name of [Name of Dealer].

Please confirm your agreement to the terms of issue by signing and faxing to us
a copy of the following Pricing Supplement. Please also fax a copy of the
Pricing Supplement to the Agent.

For and on behalf of [Name of Dealer]

By:   ...............................
      Authorised signatory


                                      114
<PAGE>
                                    ANNEX 3

                           FORM OF PRICING SUPPLEMENT

[Date]

                     [CIBA SPECIALTY CHEMICALS CORPORATION/
                          CIBA SPECIALTY CHEMICALS PLC/
               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH/
                   CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.]

         ISSUE OF [AGGREGATE NOMINAL AMOUNT OF TRANCHE] [TITLE OF NOTES]
               GUARANTEED BY CIBA SPECIALTY CHEMICALS HOLDING INC.
                           UNDER THE USD 2,000,000,000
                          EURO MEDIUM TERM NOTE PROGRAM

This document constitutes the Pricing Supplement relating to the issue of Notes
described herein. Terms used herein shall be deemed to be defined as such for
the purposes of the Conditions set forth in the Offering Circular dated [ ].
This Pricing Supplement must be read in conjunction with such Offering Circular.

[Include whichever of the following apply or specify as NOT APPLICABLE (N/A).
Note that the numbering should remain as set out below, even if NOT APPLICABLE
is indicated for individual paragraphs or subparagraphs. Italics denote
directions for completing the Pricing Supplement.]

[If Notes issued by Ciba Specialty Chemicals PLC have a maturity of less than
one year from the date of their issue, the minimum redemption amount must be
L100,000 or its equivalent in any other currency.

If Notes issued by any other Issuer (including Notes denominated in sterling),
in respect of which the issue proceeds are to be accepted in the United Kingdom
or whose issue otherwise constitutes a contravention of section 19 of the
Financial Services and Markets Act 2000, have a maturity of less than one year
from the date of their issue, the minimum redemption amount must be L100,000 or
its equivalent in any other currency.]

<TABLE>
<S>     <C>                             <C>
1.      (i)   Issuer:                   [             ]

        (ii)  Guarantor:                Ciba Specialty Chemicals Holding Inc.

2.      (i)]  Series Number:            [             ]

        [(ii) Tranche number:           [             ]
                                        (If fungible with an existing Series,
                                        details of that Series, including the
                                        date on which the Notes become
                                        fungible)]

3.      Specified Currency or           [             ]
        Currencies:
4.      Aggregate Nominal Amount:       [             ]

        -  Tranche:                     [             ]
</TABLE>


                                      115
<PAGE>
<TABLE>
<S>     <C>                             <C>
        -  Series:                      [             ]

5.      Issue Price of Tranche:         [             ] per cent

        [Net proceeds]                  (required only for listed issues)

6.      Specified Denominations:        [In the case of Notes with a
                                        maturity of 183 days or less issued
                                        by (i) Ciba Specialty Chemicals
                                        Corporation or (ii) where proceeds
                                        of the issuance are on-lent to a
                                        U.S. entity, the minimum
                                        denomination for such Notes shall be
                                        USD 500,000 (or the equivalent
                                        thereof at exchange rates applicable
                                        on the relevant date of calculation)]

                                        [In the case of Notes that are issued by
                                        Ciba Specialty Chemicals Eurofinance
                                        Ltd. the minimum denomination for such
                                        Notes shall be USD 500,000 (or the
                                        equivalent thereof at exchange rates
                                        applicable on the Issue Date of such
                                        Note), unless a prospectus is filed with
                                        the Registrar of Companies in Bermuda in
                                        accordance with Part III of the
                                        Companies Act 1981 (as amended) of
                                        Bermuda.]

7.      [(i)] Issue Date:               [              ]

        (ii)  Interest Commencement
              Date (if different from
              the Issue Date):          [               ]]

8.      Maturity Date:                  [Fixed rate - specify date/
                                        Floating rate - Interest Payment
                                        Date falling in [specify month and
                                        year]]

9.      Interest Basis:                 [[   ] percent Fixed Rate]
                                        [[LIBOR/EURIBOR] +/- [ ] percent
                                        Floating Rate]
                                        [Zero Coupon]
                                        [Indexed Interest]
                                        [specify other]
                                        (further particulars specified below)

10.     Redemption/Payment Basis:       [Redemption at par]
                                        [Indexed Redemption]
                                        [Dual Currency]
                                        [Partly Paid]
                                        [Instalment]
                                        [specify other]

11.     Change of Interest Basis or
        Redemption/Payment Basis:       [Specify details of any provision
                                        for change of Notes into another
                                        Interest
</TABLE>


                                      116
<PAGE>
<TABLE>
<S>     <C>                             <C>
                                        Basis or Redemption/Payment Basis]

12.     Put/Call Options:               [Investor Put]
                                        [Issuer Call]
                                        [(further particulars specified
                                        below)]

13.     Listing:                        [Luxembourg/specify other/None]

14.     Method of distribution:         [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.     FIXED RATE NOTE PROVISIONS      [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

        (i)   Rate[(s)] of Interest:    [       ] percent per annum [payable
                                        [annually/semi-annually/quarterly/monthly]
                                        in arrears]

        (ii) Interest Payment Date(s):  [         ] in each year

        (iii) Fixed Coupon Amount(s):   [         ] per [             ] in
                                        nominal amount

        (iv)  Broken Amount(s):         [Insert particulars of any initial
                                        or final broken interest amounts
                                        which do not correspond with the
                                        Fixed Coupon Amounts]

        (v) Fixed Day Count Fraction:   [30/360 or Actual/Actual (ISMA) or
                                        specify other] (Note that if
                                        interest is not payable on a regular
                                        basis (for example, if there are
                                        Broken Amounts specified)
                                        Actual/Actual (ISMA) will not be a
                                        suitable Fixed Day Count Fraction)

        (vi)  Interest Determination    [       ] in each year
        Date(s):                        [Insert interest payment dates
                                        except where there are long or short
                                        periods.  In these cases, insert
                                        regular interest payment dates]
                                        (NB: Only relevant where Day Count
                                        Fraction is Actual/Actual (ISMA))
        (vii)  Other terms relating to
               the method of
               calculating interest     [None/Give details]
               for Fixed Rate Notes:

16.     FLOATING RATE NOTE PROVISIONS   [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

        (i)    Specified
               Period(s)/Specified      [                 ]
               Interest Payment Dates:

        (ii)  Business Day Convention:  [Floating Rate Convention/Following
                                        Business Day Convention/Modified
                                        Following Business
</TABLE>


                                      117
<PAGE>
<TABLE>
<S>     <C>                             <C>
                                        Day Convention/Preceding Business Day
                                        Convention/[specify other]]

        (iii) Additional Business       [                 ]
              Centre(s):

        (iv)  Manner in which the
              Rate of Interest and
              Interest Amount is to     [Screen Rate Determination/ISDA
              be determined:            Determination/specify other]

        (v)   Party responsible for
              calculating the Rate of
              Interest and Interest
              Amount (if not the        [                 ]
              Principal Paying Agent):

        (vi)  Screen Rate
              Determination:

              -     Reference Rate:     [       ]
                                        (Either LIBOR, EURIBOR or other,
                                        although additional information is
                                        required if other - including fallback
                                        provisions in the Agency Agreement)

               -    Interest
                    Determination       [       ]
                    Date(s):            (Second day on which commercial
                                        banks are open for general business
                                        (including dealings in foreign
                                        exchange and foreign currency
                                        deposits) in London prior to the
                                        start of each Interest Period if
                                        LIBOR and second TARGET day prior to
                                        the start of each Interest Period if
                                        EURIBOR)

              -     Relevant Screen     [       ]
                    Page:               (in the case of EURIBOR, if not
                                        Telerate 248 ensure it is a page
                                        which shows a composite rate)

        (vii) ISDA Determination:

              -     Floating Rate       [        ]
                    Option:

              -     Designated          [        ]
                    Maturity:

              -     Reset Date(s):      [        ]

        (viii)      Margin(s):          [+/ - ] [       ] per cent per annum

        (ix) Minimum Rate of Interest:  [       ] per cent per annum

        (x)  Maximum Rate of Interest:  [       ] per cent per annum

        (xi)  Floating Day Count        [         ]
              Fraction:
</TABLE>


                                      118
<PAGE>
<TABLE>
<S>     <C>                             <C>
        (xii)  Fall back provisions,
               rounding provisions and
               any other terms
               relating to the method
               of calculating interest
               on Floating Rate Notes,  [          ]
               if different from those
               set out in the
               Conditions:

17.     ZERO COUPON NOTE PROVISIONS     [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

        (i)   Accrual Yield:            [          ] per cent per annum

        (ii)  Reference Price:          [          ]

        (iii) Any other formula/basis
              of determining amount     [       ]
              payable:                  (Consider applicable day count
                                        fraction if euro denominated)

18.     INDEXED INTEREST NOTE           [Applicable/Not Applicable]
        PROVISIONS                      (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

        (i)   Index/Formula:            [give or annex details]

        (ii)  Calculation Agent
              responsible for
              calculating the           [         ]
              principal and/or
              interest due:

        (iii) Provisions for
              determining coupon
              where calculation by
              reference to Index
              and/or Formula is         [          ]
              impossible or
              impracticable:

        (iv)  Specified
              Period(s)/Specified       [          ]
              Interest Payment Dates:

        (v)   Business Day Convention:  [Floating Rate Convention/Following
                                        Business Day Convention/Modified
                                        Following Business Day
                                        Convention/Preceding Business Day
                                        Convention/specify other]

        (vi)  Additional Business       [          ]
              Centre(s):

        (vii) Minimum Rate of           [          ] per cent per annum
              Interest:

        (viii) Maximum Rate of          [          ] per cent per annum
               Interest:

        (ix)  Floating Day Count        [          ]
              Fraction:
</TABLE>


                                      119
<PAGE>
<TABLE>
<S>     <C>                             <C>
19.     DUAL CURRENCY NOTE PROVISIONS   [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

        (i)    Rate of Exchange/method
               of calculating Rate of   [give details]
               Exchange:

        (ii)   Calculation Agent, if
               any, responsible for
               calculating the          [           ]
               principal and/or
               interest due:

        (iii)  Provisions applicable
               where calculation by
               reference to Rate of
               Exchange is impossible   [           ]
               or impracticable:

        (iv)   Person at whose option
               Specified Currency(ies)
               is/are payable:          [           ]

PROVISIONS RELATING TO REDEMPTION

20.     Issuer Call:                    [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

        (i)    Optional Redemption
               Date(s):                 [              ]

        (ii)   Optional Redemption
               Amount(s) and method,
               if any, of
               calculation of such      [              ]
               amount(s):

        (iii) If redeemable in part:

              (a)   Minimum             [              ]
                    Redemption Amount

              (b)   Higher
                    Redemption          [              ]
                    Amount

        (iv)   Notice period (if
               other than as set out    [              ]
               in the Conditions):

21.     Investor Put:                   [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

        (i)    Optional Redemption
               Date(s):                 [              ]
</TABLE>


                                      120
<PAGE>
<TABLE>
<S>     <C>                             <C>
        (ii)   Optional Redemption
               Amount(s) and method,
               if any, of
               calculation of such      [              ]
               amount(s):

        (iii)  Notice period (if
               other than as set in     [               ]
               the Conditions):

22.     Final Redemption Amount:        [Par/specify other/see Appendix]

23.     Early Redemption Amount(s)
        payable on redemption for
        taxation reasons or on event
        of default and/or the method
        of calculating the same (if
        required or if different        [            ]
        from that set out in
        Condition 6(f)):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.     Form of Notes:                  Temporary Global Note exchangeable for
                                        a Permanent Global Note which is
                                        exchangeable for Definitive Notes [on
                                        60 days notice given at any time/only
                                        upon an Exchange Event] [n.b. the
                                        latter option is not available to Ciba
                                        Specialty Chemicals Corporation or
                                        where proceeds are to be on-lent to a
                                        United States entity].

                                        [Temporary Global Note exchangeable for
                                        Definitive Notes on and after the
                                        Exchange Date.]

25.     Additional Financial
        Centre(s) or other special      [Not Applicable/give details]
        provisions relating to          (Note that this item relates to the
        Payment Dates:                  place of payment and not Interest
                                        Period end dates to which item 16(iii)
                                        relates)

26.     Talons for future Coupons or
        Receipts to be attached to
        Definitive Notes (and dates
        on which such Talons mature):   [Yes/No. If yes, give details]

27.     Details relating to Partly
        Paid Notes: amount of each
        payment comprising the Issue
        Price and date on which each
        payment is to be made and,
        if different from those
        specified in the Temporary
        Global Note, consequences of
        failure to pay, including
        any right of the Issuer to      [Not Applicable/give details]
        forfeit the Notes and interest
        due on late payment:

28.     Details relating to
        Instalment Notes:
</TABLE>


                                      121
<PAGE>
<TABLE>
<S>     <C>                             <C>
        amount of
        each instalment, date on        [Not Applicable/give details]
        which each payment is to be
        made:

29.     Redenomination applicable:      Redenomination [not] applicable
                                        (If Redenomination is applicable,
                                        specify either the applicable Fixed
                                        Day Count Fraction or any provisions
                                        necessary to deal with floating rate
                                        interest calculation (including
                                        alternative reference rates))

30.     Details relating to
        Instalment Notes: Specify
        Instalment Amounts and          [Not Applicable/give details]
        Instalment Dates:

31.     Other terms or special          [Not Applicable/give details]
        conditions:

DISTRIBUTION

32.     (i)   If syndicated, names
              of Managers:              [Not Applicable/give names]

        (ii)  Stabilising Manager       [Not Applicable/give names]
              (if any):

33.     If non-syndicated, name of
        relevant Dealer:                [Not Applicable/give names]

34.     Whether TEFRA D rules
        applicable or TEFRA rules       [TEFRA D/TEFRA not applicable]
        not applicable:

35.     Additional selling              [Not Applicable/give details]
        restrictions:

OPERATIONAL INFORMATION

36.     Any clearing system(s) other
        than Euroclear and
        Clearstream, Luxembourg and
        the relevant identification     [Not Applicable/give names(s) and
        number(s):                      number(s)]

37.     Delivery:                       Delivery [against/free of] payment

38.     Additional Paying Agent(s)      [          ]
        (if any):
</TABLE>


ISIN: [     ]

Common Code: [      ]


                                      122
<PAGE>
[LISTING APPLICATION

This Pricing Supplement comprises the details required to list the issue of
Notes described herein pursuant to the listing of the USD 2,000,000,000 Euro
Medium Term Note Program of Ciba Specialty Chemicals Corporation/Ciba Specialty
Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Speciality
Chemicals Eurofinance Ltd.]

RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained
in this Pricing Supplement.

Signed on behalf of the Issuer:          Signed on behalf of the Guarantor:

By:...................................   By:...................................
   Duly authorised                          Duly authorised


                                         By:...................................
                                            Duly authorised


                                      123
<PAGE>
                                    ANNEX 4

                   TRADING DESK AND ADMINISTRATIVE INFORMATION

THE ISSUERS


CIBA SPECIALTY CHEMICALS CORPORATION
560 White Plains Road
PO Box 2005
Tarrytown, New York
10591-9005

Telephone:  +1 914 785 2000
Telefax:    +1 914 785 2650
Attention:  Treasurer


CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

Telephone:  +44 1625 888 220
Telefax:    +44 1625 888 380
Attention:  Treasurer


CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

Telephone:  +49 6206 152810
Telefax:    +49 6206 152816
Attention:  Treasurer


CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
c/o Reid Management Limited
4th Floor
Windsor Place
22 Queen Street
PO Box HM1179
Hamilton HMEX
Bermuda

Telephone:  +1 441 296 3695
Telefax:    +1 441 295 3328
Attention:  Tamara Lewis/Adrian Arnold


                                      124
<PAGE>
THE GUARANTOR

CIBA SPECIALTY CHEMICALS HOLDING INC.
Klybeckstrasse 141
CH-4002 Basle
Switzerland

Telephone:  +41 61 636 2740
Telefax:    +41 61 636 6828
Attention:  Group Treasurer


THE DEALERS

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
One Cabot Square
London E14 4QJ

Telephone:  +44 20 7888 4021
Telefax     +44 20 7905 6128
Attention:  MTN Trading


DEUTSCHE BANK AG LONDON
Winchester House
1 Great Winchester Street
London EC2N 2DB

Telephone:  +44 20 7545 2761
Telex:      94 01 5555 DBLN G
Telefax:    +44 20 7541 2761
Attention:  MTN Desk


GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB

Telephone:  +44 20 7774 2295
Telex:      94012165 GSHH G
Telefax:    +44 20 7774 5711
Attention:  Euro Medium Term Note Desk


J.P. MORGAN SECURITIES LTD.
125 London Wall
London EC2Y 5AJ

Telephone:  +44 20 7779 3469
Telex:      8954804 MGLTD G
Telefax:    +44 20 7325 8225
Attention:  Euro Medium Term Note Desk


                                      125
<PAGE>
UBS LIMITED
1 Finsbury Avenue
London EC2M 2PP

Telephone:  +44 20 7567 2324
Telex:      887434 UBSW G
Telefax:    +44 20 7568 3349
Attention:  MTNs and Private Placements


THE AGENT

JPMorgan Chase Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT

Telephone:  +44 1202 347430
Telex:      8954681 CMB G
Telefax:    +44 1202 347438
Attention:  Manager, Institutional Trust Services


                                      126
<PAGE>
                                  SIGNATORIES

THE ISSUERS

CIBA SPECIALTY CHEMICALS CORPORATION
560 White Plains Road
PO Box 2005
Tarrytown, New York
10591-9005

Telephone:  +1 914 785 2000
Telefax:    +1 914 785 2650
Attention:  Treasurer

By:   KIRK ERSTLING                 OLIVER STRUB



CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

Telephone:  +44 1625 888 220
Telefax:    +44 1625 888 380
Attention:  Treasurer

By:   KIRK ERSTLING                 OLIVER STRUB



CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

Telephone:  +49 6206 152 810
Telefax:    +49 6206 152 816
Attention:  Treasurer

By:   KIRK ERSTLING                 OLIVER STRUB



CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.

c/o Reid Management Limited
4th Floor
Windsor Place
22 Queen Street
PO Box HM1179
Hamilton HMEX
Bermuda

Telephone:  +1 441 296 3695
Telefax:    +1 441 295 3328
Attention:  Tamara Lewis/Adrian Arnold


                                      127
<PAGE>
By:   KIRK ERSTLING                 OLIVER STRUB


THE GUARANTOR


CIBA SPECIALTY CHEMICALS HOLDING INC.
Klybeckstrasse 141
CH-4002 Basle
Switzerland

Telephone:  +41 61 636 2740
Telefax:    +41 61 636 6828
Attention:  Group Treasurer

By:   KIRK ERSTLING                 OLIVER STRUB



THE AGENT

JPMORGAN CHASE BANK, LONDON BRANCH
Trinity Tower
9 Thomas More Street
London E1W 1YT

Telephone:  +44 1202 347430
Telex No:   8954681 CMB G
Telefax No: +44 1202 347438
Attention:  Manager, Institutional Trust Services

By:   PHILIP TOWNSEND



THE LUXEMBOURG PAYING AGENT

J.P. MORGAN BANK LUXEMBOURG S.A.
5 rue Plaetis
L-2338
Luxembourg

All communications should be sent care of the Agent

By:   PHILIP TOWNSEND


                                      128