Exhibit 4.4





                            Dated 30th March, 2001


                         CIBA SPECIALTY CHEMICALS PLC
                     CIBA SPECIALTY CHEMICALS CORPORATION
               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                                  as Issuers

                                    - and -

                     CIBA SPECIALTY CHEMICALS HOLDING INC.
                                 as Guarantor

                                    - and -

                           THE CHASE MANHATTAN BANK
                                   as Agent

                                    - and -

                     CHASE MANHATTAN BANK LUXEMBOURG S.A.
                                as Paying Agent

                   ________________________________________

                               AGENCY AGREEMENT
                                in respect of a
                              U.S.$2,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAM
                            (Amended and Restated)

                   ________________________________________








                                 ALLEN & OVERY
                                    London


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                                   CONTENTS
Clause                                                                      Page

1.   Definitions and interpretation...........................................2
2.   Appointment of Agent and Paying Agents...................................7
3.   Issue of Temporary Global Notes..........................................9
4.   Determination of Exchange Date, issue of Permanent Global Notes and
     Definitive Notes and determination of end of Distribution Compliance
     Period..................................................................10
5.   Issue of Definitive Notes...............................................11
6.   Terms of Issue..........................................................11
7.   Payments................................................................12
8.   Determinations and notifications in respect of Notes and
     Interest Determination..................................................14
9.   Notice of any withholding or deduction..................................16
10.  Duties of the Agent in connection with early redemption.................16
11.  Receipt and Publication of Notices......................................17
12.  Cancellation of Notes, Receipts, Coupons and Talons.....................18
13.  Issue of replacement Notes, Receipts, Coupons and Talons................19
14.  Copies of documents available for inspection............................20
15.  Meetings of Noteholders.................................................20
16.  Commissions and expenses................................................21
17.  Indemnity...............................................................21
18.  Repayment by the Agent..................................................21
19.  Conditions of appointment...............................................22
20.  Communication between the parties.......................................23
21.  Changes in Agent and other Paying Agents................................23
22.  Merger and consolidation................................................24
23.  Notification of changes to Paying Agents................................25
24.  Change of specified office..............................................25
25.  Notices.................................................................25
26.  Taxes and stamp duties..................................................26
27.  Currency indemnity......................................................26
28.  Amendments..............................................................26
29.  Descriptive headings....................................................27
30.  Contracts (Rights of Third Parties) Act 1999............................27
31.  Governing law and submission to jurisdiction............................27
32.  Counterparts............................................................27

Schedules

Appendix A...................................................................29

Form of Calculation Agency Agreement.........................................29
1.       Terms and Conditions of the Notes...................................38
2.       Forms of Global and Definitive Notes, Receipts, Coupons and Talons  61
3.       Form of Deed of Guarantee...........................................97
4.       Provisions for Meetings of Noteholders..............................101
5.       Form of Put Notice..................................................108
6.       Operating & Administrative Procedures Memorandum....................110

<PAGE>

Signatories..................................................................135


<PAGE>


                               AGENCY AGREEMENT

                                in respect of a

                         EURO MEDIUM TERM NOTE PROGRAM


THIS AGREEMENT is made on 30th March, 2001 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 HOLDING INC. of Klybeckstrasse 141, CH-4002
     Basel, Switzerland (the "Guarantor");

(5)  THE CHASE MANHATTAN 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

(6)  CHASE MANHATTAN 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 (each an "ISSUER" and together, the
     "ISSUERS") and the Guarantor have entered into an amended and restated
     program agreement dated 30th March, 2001 (the "PROGRAM AGREEMENT") with
     the Dealers named therein pursuant to which the Issuer may issue Euro
     Medium Term Notes (the "NOTES") in an aggregate nominal amount
     outstanding at any time of up to U.S.$2,000,000,000 (or its equivalent in
     other currencies). The Program Agreement amends and restates the amended
     and restated program agreement entered into by CIBA US, CIBA UK, CIBA
     Germany and the Guarantor dated 16th June, 2000 with the Dealers named
     therein.

(B)  CIBA US, CIBA UK, CIBA Germany, the Guarantor, the Agent and the Paying
     Agents (the "PRINCIPAL PARTIES") entered into an amended and restated
     Agency Agreement (the "PRINCIPAL AGENCY AGREEMENT") dated 16th June, 2000
     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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                                      2

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

IT IS HEREBY AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

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

(2)  Without prejudice to the foregoing:

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

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

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

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

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

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

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

     "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


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                                      3

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

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

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

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

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

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

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

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

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

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

     "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;


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                                      4

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

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

     "ISDA DEFINITIONS" mean 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, Austrian
     Schillings, Canadian dollars, Czech koruna, Danish kroner, Deutsche
     Marks, Dutch guilders, euro, Finnish markkas, Hong Kong dollars, Irish
     pounds, Italian lire, Japanese Yen, Luxembourg francs, New Zealand
     dollars, Norwegian kroner, Portuguese escudos, 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


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                                      5


     purposes save in the case of manifest error) shall be treated by the
     Issuer, the Guarantor, the Agent and any other Paying Agent as the holder
     of such nominal amount of such Notes for all purposes other than with
     respect to the payment of principal or interest on such Notes, for which
     purpose the bearer of the relevant Global Note shall be treated by the
     Issuer, the Guarantor, the Agent and any other Paying Agent as the holder
     of such nominal amount of such Notes in accordance with and subject to
     the terms of the relevant Global Note and this agreement and the
     expressions "NOTEHOLDER", "HOLDER OF NOTES" and related expressions shall
     be construed accordingly;

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

     PROVIDED THAT for each of the following purposes, namely:

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

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

     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;


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                                      6

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

     "PUT NOTICE" means a notice in the form set out in Schedule 5;

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

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

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

     "REPLACEMENT AGENT" means the Paying Agent in Luxembourg;

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

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

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

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

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

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


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                                      7

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

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

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

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

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

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

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

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

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

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

2.   APPOINTMENT OF AGENT AND PAYING AGENTS

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

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


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                                      8

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

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

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

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

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

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

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

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

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

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

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

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

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


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                                      9

3.   ISSUE OF TEMPORARY GLOBAL NOTES

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

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

     (b)  authenticate such Temporary Global Note;

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

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

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

     (a)  a master Temporary Global Note for Notes issued pursuant to the UK
          Banking Act 1987 (Exempt Transactions) Regulations 1997 and a master
          Temporary Global Note for other Notes, each duly executed by a
          person or persons authorised to execute the same on behalf of the
          relevant Issuer, which may be used by the Agent for the purpose of
          preparing a Temporary Global Note in accordance with sub-clause
          (1)(a); and

     (b)  a master Permanent Global Note for Notes issued pursuant to the UK
          Banking Act 1987 (Exempt Transactions) Regulations 1997 and a master
          Permanent Global Note for other Notes, each 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.


<PAGE>


                                      10


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

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

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

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

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

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

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

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

     (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


<PAGE>


                                      11

          dates as of which distribution of the Notes of that Tranche
          purchased by each such Dealer was completed.

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

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

5.   ISSUE OF DEFINITIVE NOTES

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

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

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

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

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

6.   TERMS OF ISSUE

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

(2)  Subject to the procedures set out in the Procedures Memorandum, for the
     purposes of clause 3(1) the Agent is entitled to treat a telephone or
     facsimile communication from a person purporting to be (and who the Agent
     believes in good faith to be) the authorised representative of any Issuer
     and/or the Guarantor named in the lists referred to in, or notified


<PAGE>


                                      12

     pursuant to, clause 19(7) as sufficient instructions and authority of
     such Issuer and/or the Guarantor for the Agent to act in accordance with
     clause 3(1).

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

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

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

7.   PAYMENTS

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

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


<PAGE>


                                      13


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

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

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

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

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

(5)  If for any reason the Agent considers in its sole discretion that the
     amounts to be received by the Agent pursuant to sub-clause (1) will be,
     or the amounts actually received by it pursuant thereto are, insufficient
     to satisfy all claims in respect of all payments then falling due in
     respect of the Notes, neither the Agent nor any Paying Agent shall be
     obliged to pay any such claims until the Agent has received the full
     amount of all such payments.

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

(7)  The Agent shall on demand promptly reimburse each Paying Agent for
     payments in respect of Notes properly made by such Paying Agent in
     accordance with this Agreement and the Conditions unless the Agent has
     notified the Paying Agent, prior to the opening of business in the
     location of the office of the Paying Agent through which payment in
     respect of the


<PAGE>


                                      14


     Notes can be made on the due date of a payment in respect of the Notes,
     that the Agent does not expect to receive sufficient funds to make
     payment of all amounts falling due in respect of such Notes.

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

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

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

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

(1)  DETERMINATIONS AND NOTIFICATIONS

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

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


<PAGE>


                                      15

          respect of any Interest Period or any other amount, rate or date as
          provided in this clause, it shall forthwith notify the relevant
          Issuer, the Guarantor and the other Paying Agents of such fact.

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

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

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

          (i)  the offered quotation; or

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

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

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


<PAGE>


                                      16

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

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

9.   NOTICE OF ANY WITHHOLDING OR DEDUCTION

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

10.  DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION

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


<PAGE>


                                      17

     give notice to the Noteholders in accordance with the Conditions of such
     redemption in order to enable the Agent to undertake its obligations
     herein and in the Conditions.

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

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

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

11.  RECEIPT AND PUBLICATION OF NOTICES

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

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


<PAGE>


                                      18

12.  CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS

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

(2)  A certificate stating:

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

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

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

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

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

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

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

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


<PAGE>


                                      19

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                                      20

     Replacement Agent shall also notify the Agent and any other Paying Agents
     of the maturity dates of the lost, stolen, mutilated, defaced or
     destroyed Receipts, Coupons or Talons and of the replacement Receipts,
     Coupons or Talons issued.

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

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

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

14.  COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION

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

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

15.  MEETINGS OF NOTEHOLDERS

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

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


<PAGE>


                                      21

16.  COMMISSIONS AND EXPENSES

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

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

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

17.  INDEMNITY

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

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

18.  REPAYMENT BY THE AGENT

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


<PAGE>

                                      22

19.  CONDITIONS OF APPOINTMENT

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

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

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

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

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

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

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

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

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

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


<PAGE>

                                      23

     additional authorised person, with evidence satisfactory to the Agent
     that such person has been so authorised.

20.  COMMUNICATION BETWEEN THE PARTIES

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

21.  CHANGES IN AGENT AND OTHER PAYING AGENTS

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

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

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

     (c)  there will at all times be an Agent.

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

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

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

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



<PAGE>

                                      24

     institution of good standing which the Issuer and the Guarantor shall
     approve (such approval not to be unreasonably withheld or delayed).

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

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

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

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

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

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

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

22.  MERGER AND CONSOLIDATION

     Any corporation into which the Agent or any other Paying Agent may be
     merged or converted, or any corporation with which the Agent or any of
     the other Paying Agents may be consolidated, or any corporation resulting
     from any merger, conversion or consolidation to which the Agent or any of
     the other Paying Agents shall be a party, or any corporation to which the
     Agent or any of the other Paying Agents shall sell or otherwise transfer
     all or


<PAGE>

                                      25

     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

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

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

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

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


<PAGE>

                                      26

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

     Klybeckstrasse 141
     CH-4002 Basle
     Switzerland

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

26.  TAXES AND STAMP DUTIES

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

27.  CURRENCY INDEMNITY

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

28.  AMENDMENTS

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


<PAGE>

                                      27

     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

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

(2)  Each party hereto hereby irrevocably agrees, for the exclusive benefit of
     the other parties hereto, that the courts of England are to have
     jurisdiction to settle any disputes which may arise out of or in
     connection with this Agreement and that accordingly any suit, action or
     proceedings (together referred to as "Proceedings") arising out of or in
     connection with this Agreement may be brought in such courts. Each party
     hereto hereby irrevocably waives any objection which it may have now or
     hereafter to the laying of the venue of any such Proceedings in any such
     court and any claim that any such Proceedings have been brought in an
     inconvenient forum and hereby further irrevocably agrees that a judgment
     in any such Proceedings brought in the English courts shall be conclusive
     and binding upon it and may be enforced in the courts of any other
     jurisdiction (subject to the laws of the jurisdiction in which
     enforcement is sought). Nothing contained in this clause shall limit any
     right to take Proceedings against any party hereto in any other court of
     competent jurisdiction (outside the Contracting States as defined in
     section 1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall
     the taking of Proceedings in one or more jurisdictions preclude the
     taking of Proceedings in any other jurisdiction, whether concurrently or
     not (subject to the laws of the relevant jurisdictions). Each of CIBA US,
     CIBA Germany 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.


<PAGE>

28

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


<PAGE>


                                  APPENDIX A

                     FORM OF CALCULATION AGENCY AGREEMENT




                       Dated [                 ], 2[ ]




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

                                    - and -

                     CIBA SPECIALTY CHEMICALS HOLDING INC.
                                 as Guarantor



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



                     _____________________________________

                         CALCULATION AGENCY AGREEMENT
                     _____________________________________



                                 ALLEN & OVERY
                                    London



<PAGE>

                                      30

                         CALCULATION AGENCY AGREEMENT

                                in respect of a

                         EURO MEDIUM TERM NOTE PROGRAM


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

(1)  [CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road,
     Tarrytown, New York 10591-9005, United States/CIBA SPECIALTY CHEMICALS
     PLC of Hulley Road, Macclesfield, Cheshire SK10 2NX/CIBA
     SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse D-68623
     Lampertheim, Germany] (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 o March, 2001 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 30th March,
     2001 and entered into between the Issuer, the Guarantor, such other
     subsidiaries, The Chase Manhattan 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.


<PAGE>

                                      31

3.   EXPENSES

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

4.   INDEMNITY

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

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

5.   CONDITIONS OF APPOINTMENT

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

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

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

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


<PAGE>

                                      32

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

6.   TERMINATION OF APPOINTMENT

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

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

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

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

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

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

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

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

(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.


<PAGE>

                                      33

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

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

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

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

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

7.   NOTICES

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

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


<PAGE>

                                      34

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

8.   DESCRIPTIVE HEADINGS AND COUNTERPARTS

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

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

9.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

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

10.  GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

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

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


<PAGE>

                                      35




<PAGE>

                                      36

                 SCHEDULE TO THE CALCULATION AGENCY AGREEMENT



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









<PAGE>

                                      37

Issuer

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

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


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

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


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

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

By:


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:


<PAGE>

                                      38

Calculation Agent

[


                           ]

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


Without prejudice to the foregoing execution of the Agreement by the parties
hereto, [Name of Luxembourg incorporated Calculation Agent] hereby expressly
and specifically confirms its agreement with the provisions of clause 9(2)
hereof for the purposes of Article 1 of the Protocol annexed to the Convention
on jurisdiction and the enforcement of judgments in civil and commercial
matters signed at Brussels on 27th September, 1968.

[Name of Luxembourg incorporated Calculation Agent]

By:


<PAGE>

                                      39


                                  SCHEDULE 1
                       TERMS AND CONDITIONS OF THE NOTES




<PAGE>

                                      60

                                     AGENT

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

                                 PAYING AGENT

                     Chase Manhattan Bank Luxembourg S.A.
                                 5 Rue Plaetis
                               L-2338 Luxembourg

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



<PAGE>

                                      61


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

                                    PART I

                         FORM OF TEMPORARY GLOBAL NOTE

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

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

[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

[THIS NOTE CONSTITUTES [[COMMERCIAL PAPER]/[A SHORTER/LONGER] TERM DEBT
SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. THE ISSUER OF THIS NOTE IS [CIBA SPECIALTY CHEMICALS
CORPORATION/CIBA SPECIALTY CHEMICALS PLC/CIBA SPEZIALITATENCHEMIE HOLDING
DEUTSCHLAND GMBH]4, WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN
AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING ACT 1987
(EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN
GUARANTEED BY CIBA SPECIALTY CHEMICALS HOLDING INC. WHICH IS NEITHER AN
AUTHORISED INSTITUTION NOR A EUROPEAN AUTHORISED INSTITUTION.]5

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

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.
3    Include "commercial paper" if maturity of Notes is less than one year.
     Include "shorter" if maturity of Notes is ne year or more, but less than
     3 years. Include "longer" if maturity of Notes is 3 years of more.
4    Delete as applicable.
5    Delete except (a) where the Notes are denominated in Sterling or (b) the
     net proceeds of the issue of the Notes are accepted in the United
     Kingdom.

<PAGE>


                                      62


                   [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)]

                 unconditionally and irrevocably guaranteed by

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

                             TEMPORARY GLOBAL NOTE


This Global Note is a Temporary Global Note in respect of a duly authorised
issue of Euro Medium Term Notes (the "Notes") of [Ciba Specialty Chemicals
Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding
Deutschland GmbH] (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 30th March, 2001
and made between, inter alia, the Issuer, the Guarantor, The Chase Manhattan
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

<PAGE>


                                      63


be) shall be entered by or on behalf of the Issuer in Schedule One hereto and
the relevant space in Schedule One hereto recording any such redemption,
payment or purchase and cancellation (as the case may be) shall be signed by
or on behalf of the Issuer.

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

Prior to the Exchange Date (as defined below), all payments (if any) on this
Global Note will only be made to the bearer hereof to the extent that there is
presented to the Agent by Clearstream, Luxembourg or Euroclear a certificate,
substantially in the form set out in Schedule Three hereto, to the effect that
it has received from or in respect of a person entitled to a particular
nominal amount of the Notes (as shown by its records) a certificate in or
substantially in the form of Certificate "A" as set out in Schedule Three
hereto. The bearer of this Global Note will not be entitled to receive any
payment of interest hereon due on or after the Exchange Date unless upon due
certification exchange of this Global Note is improperly withheld or refused.

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

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

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



<PAGE>


                                      64



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

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

In the event that this Global Note (or any part hereof) has become due and
repayable in accordance with the Conditions or that the Maturity Date has
occurred and, in either case, payment in full of the amount due has not been
made to the bearer in accordance with the foregoing then, unless within the
period of fifteen days commencing on the relevant due date payment in full of
the amount due in respect of this Global Note is received by the bearer in
accordance with the foregoing, this Global Note will become void at 8.00 p.m.
(London time) on such fifteenth day and the bearer will have no further rights
under this Global Note (but without prejudice to the rights which the bearer
or any other person may have under the amended and restated Deed of Covenant
executed, inter alia, by the Issuer on 30th March, 2001 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]

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

Authenticated without recourse,
warranty or liability by

THE CHASE MANHATTAN BANK

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


<PAGE>


                                      65


                   Schedule One to the Temporary Global Note

                                    PART I

                               INTEREST PAYMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


                                      66


                                    PART II

                         PAYMENT OF INSTALMENT AMOUNTS



         Total amount                    Remaining nominal      Confirmation of
        of Installment    Amount of       amount of this           payment on
Date      Amounts        Instalment     Global Note following      behalf of
made      payable        Amounts paid     such payment*            the Issuer

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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


<PAGE>


                                      67



                                   PART III

                                  REDEMPTIONS


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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




<PAGE>

                                      68


                                    PART IV

                          PURCHASES AND CANCELLATIONS




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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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



<PAGE>


                                      69


                   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:



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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




________________________

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




<PAGE>


                                      70


                  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]


                             [Title of Securities]

                              (the "Securities")

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

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

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

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



<PAGE>



                                      71



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

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

Dated:  [                   ], 2[  ]*

                                        Yours faithfully,

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

                                        or

                                        [Clearstream Banking, societe anonyme]

                                        By:









________________________________________________________________________

* To be dated no earlier than the Exchange Date




<PAGE>


                                      72


                                CERTIFICATE "A"

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


                             [Title of Securities]

                              (the "Securities")

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

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

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

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

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.



<PAGE>


                                      73


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

Dated: [          ], [  ]*

Name of Person Making Certification

By:















__________________________________________________________

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





<PAGE>


                                      74


                                    PART II

                         FORM OF PERMANENT GLOBAL NOTE


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

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

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

[THIS NOTE CONSTITUTES [[COMMERCIAL PAPER]/[A SHORTER/LONGER] TERM DEBT
SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. THE ISSUER OF THIS NOTE IS [CIBA SPECIALTY CHEMICALS
CORPORATION/CIBA SPECIALTY CHEMICALS PLC/CIBA SPEZIALITATENCHEMIE HOLDING
DEUTSCHLAND GMBH]4, WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN
AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING ACT 1987
(EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN
GUARANTEED BY CIBA SPECIALTY CHEMICALS HOLDING INC. WHICH IS NEITHER AN
AUTHORISED INSTITUTION NOR A EUROPEAN AUTHORISED INSTITUTION]5.

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


__________________

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.
3    Include "commercial paper" if maturity of Notes is less than one year.
     Include "shorter" if maturity of Notes is one year or more, but less than
     3 years. Include "longer" if maturity of Notes is 3 years or more.
4    Delete as applicable.
5    Delete except where (a) the Notes are denominated in Sterling or (b) the
     net proceeds of the issue of the Notes are accepted in the United
     Kingdom.



<PAGE>



                                      75



                         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)]

                 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] (the "Issuer") described, and having the provisions
specified, in the Pricing Supplement or Pricing Supplements attached hereto
(together the "Pricing Supplement"). Payments in respect of the Notes have
been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals
Holding Inc. (the "Guarantor"). References herein to the Conditions shall be
to the Terms and Conditions of the Notes as set out in Schedule 1 to the
Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Pricing Supplement, but in the event of any
conflict between the provisions of that Schedule and the information set out
in the Pricing Supplement, the Pricing Supplement will prevail.

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

This Global Note is issued subject to, and with the benefit of, the Conditions
and an amended and restated Agency Agreement (the "Agency Agreement", which
expression shall be construed as a reference to that agreement as the same may
be amended, supplemented or restated from time to time) dated 30th March, 2001
and made between, inter alia, the Issuer, the Guarantor, The Chase Manhattan
Bank (the "Agent") and the other agents named therein.

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


<PAGE>


                                      76


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

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

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

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

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

     An "Exchange Event" means:

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

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

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

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

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

(ii) in the event of the occurrence of any Exchange Event, Euroclear and/or
     Clearstream, Luxembourg acting on the instructions of any holder of an
     interest in this Global Note may give notice to the Agent requesting
     exchange and in the event of the occurrence of an Exchange Event as
     described in (3) above, the Issuer may also give notice to the Agent


<PAGE>


                                      77


     requesting exchange. Any such exchange shall occur no later than 15 days
     after the date of receipt of the relevant notice by the Agent.

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

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

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

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

In the event that this Global Note (or any part hereof) has become due and
repayable in accordance with the Conditions or that the Maturity Date has
occurred and, in either case, payment in full of the amount due has not been
made to the bearer in accordance with the foregoing then, unless within the
period of fifteen days commencing on the relevant due date payment in full of
the amount due in respect of this Global Note is received by the bearer in
accordance with the foregoing, this Global Note will become void at 8.00 p.m.
(London time) on such fifteenth day and the bearer will have no further rights
under this Global Note (but without prejudice to the rights which the bearer
or any other person may have under the amended and restated Deed of Covenant
executed by the Issuer on 30th March, 2001 in respect of the Euro Medium Term
Notes issued under the Program Agreement pursuant to which this Global Note is
issued).

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

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

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




<PAGE>


                                      78



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]


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

Authenticated without recourse,
warranty or liability by

THE CHASE MANHATTAN BANK


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




<PAGE>


                                      79


                   Schedule One to the Permanent Global Note

                                    PART I

                               INTEREST PAYMENTS


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


                                      80


                                   PART II

                        PAYMENT OF INSTALMENT AMOUNTS


         Total amount                    Remaining nominal      Confirmation of
        of Installment    Amount of       amount of this           payment on
Date      Amounts        Instalment     Global Note following      behalf of
made      payable        Amounts paid     such payment*            the Issuer

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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


<PAGE>


                                      81



                                   PART III

                                  REDEMPTIONS


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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




<PAGE>

                                      82


                                    PART IV

                          PURCHASES AND CANCELLATIONS




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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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


<PAGE>


                                      83



                   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:



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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




________________________

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





<PAGE>


                                      84


                                   PART III

                            FORM OF DEFINITIVE NOTE

[Face of Note]
    _______________________________________________________________________

    00          000000             [ISIN]           00           000000
   ________________________________________________________________________

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

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

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

[THIS NOTE CONSTITUTES [[COMMERCIAL PAPER]/[A SHORTER/LONGER] TERM DEBT
SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. THE ISSUER OF THIS NOTE IS [CIBA SPECIALTY CHEMICALS
CORPORATION/CIBA SPECIALTY CHEMICALS PLC/CIBA SPEZIALITATENCHEMIE HOLDING
DEUTSCHLAND GMBH]4, WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN
AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING ACT 1987
(EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN
GUARANTEED BY CIBA SPECIALTY CHEMICALS HOLDING INC. WHICH IS


__________________________

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.

3    Include "commercial paper" if maturity of Notes is less than one year.
     Include "shorter" if maturity of Notes is one year or more, but less than
     3 years. Include "longer" if maturity of Notes is 3 years or more.

4    Delete as applicable.


<PAGE>


                                      85


     NEITHER AN AUTHORISED INSTITUTION NOR A EUROPEAN AUTHORISED
     INSTITUTION]5.

                    [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)]

                 unconditionally and irrevocably guaranteed by

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

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


This Note is one of a duly authorised issue of Euro Medium Term Notes
denominated in the Specified Currency maturing on the Maturity Date (the
"Notes") of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals
PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH.] (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 30th March, 2001
and made between, inter alia, the Issuer, the Guarantor, The Chase Manhattan
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.


____________________

5    Delete except where the Notes are denominated in Sterling or (b) the net
     proceeds of the issue of the Notes are accepted in the United Kingdom.




<PAGE>



                                      86


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




<PAGE>


                                       87


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]


By: _____________________
Authorised Signatory

Authenticated without recourse,
warranty or liability by

THE CHASE MANHATTAN BANK

By: _____________________
Authorised Signatory






<PAGE>


                                      88


                             Terms and Conditions

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





                              Pricing Supplement

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













<PAGE>




                                      89


                                    PART IV

                                FORM OF COUPON

(Face of Coupon)

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

                [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.


<PAGE>



                                      90



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

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

00      000000        [ISIN]    00         000000
________________________________________________________________________








____________________

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

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




<PAGE>


                                      91


(Reverse of Coupon)

                                     AGENT

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

                                 PAYING AGENT

                     Chase Manhattan Bank Luxembourg S.A.
                                 5 Rue Plaetis
                               L-2338 Luxembourg


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




<PAGE>


                                      92



(On the front)


                                    PART V

                                FORM OF RECEIPT

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

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

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

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

              [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 183 days or more and
     on all other Receipts.


<PAGE>


                                      93


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]



By:___________________

Authorised Signatory






<PAGE>


                                      94



                                    PART VI

                                 FORM OF TALON

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

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

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

(On the front)

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


              [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.



__________________________

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

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


<PAGE>


                                      95


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



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


By: _______________________

Authorised Signatory





<PAGE>


                                      96


(Reverse of Receipt and Talon)


                                     AGENT

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

                                 PAYING AGENT

                     Chase Manhattan Bank Luxembourg S.A.
                                 5 Rue Plaetis
                               L-2338 Luxembourg


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









<PAGE>


                                      97



                                  SCHEDULE 3

                           FORM OF DEED OF GUARANTEE

THIS DEED OF GUARANTEE is made on 30th March, 2001 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 (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 30th
     March, 2001 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 16th June, 2000 (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 30th
     March, 2001 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 16th June, 2000, 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


<PAGE>



                                      98



     on the dates specified and in the amount called under the Guarantee. The
     Guarantor hereby expressly undertakes and secures that payments under
     this Guarantee will not be less than as stipulated in an Issuer's Note or
     Coupon. In implementation of this undertaking and in case Swiss
     withholding taxes are imposed in respect of payments made under this
     Guarantee, the Guarantor undertakes, as a separate and independent
     obligation, to pay an increased amount on the relevant Note or Coupon so
     that the payment received by the Noteholder or Couponholder shall equal
     the amount actually stipulated in such Note or Coupon (assuming no such
     withholding applies).

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

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

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

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

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

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


<PAGE>


                                      99


     required by law. In that event, the Guarantor will pay such additional
     amounts as may be necessary in order that the net amounts received by the
     Noteholders and Couponholders after the withholding or deduction shall
     equal the respective amounts which would have been receivable in respect
     of the Notes or, as the case may be, Coupons in the absence of the
     withholding or deduction; except that no additional amount shall be
     payable in relation to any payment in respect of any Note or Coupon:

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

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

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

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

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

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

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

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


<PAGE>


                                     100


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

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

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

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

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

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

Executed as a deed              )
by CIBA SPECIALTY CHEMICALS     )
HOLDING INC.                    )
acting by its attorneys         )

and in the presence of:         )


Witness's
Signature:         ----------------------

Name:              ----------------------

Address:           ----------------------

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


Dated 30th March, 2001




<PAGE>


                                     101


                                  SCHEDULE 4

                    PROVISIONS FOR MEETINGS OF NOTEHOLDERS

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

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

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

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

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

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

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

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

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

               (2)  the surrender to the Paying Agent not less than 48 hours
                    before the time for which such meeting or any adjourned
                    such meeting is convened of the receipt issued by such
                    Paying Agent in respect of each such deposited Note which
                    is to be released or (as the case may require) the Note or
                    Notes ceasing with the agreement of the Paying Agent to be
                    held to its order or under its control and the giving of
                    notice by the Paying Agent to the Issuer in accordance
                    with paragraph 17 hereof of the necessary amendment to the
                    block voting instruction;


<PAGE>


                                     102


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

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

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

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

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

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

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


<PAGE>


                                     103


     shall be sent by post to the Issuer (unless the meeting is convened by
     the relevant Issuer) and to the Guarantor (unless the meeting is convened
     by the Guarantor).

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

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

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

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

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

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

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

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

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

     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


<PAGE>


                                     104


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

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

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

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

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


<PAGE>


                                     105


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

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

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

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

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

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

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

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

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

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


<PAGE>


                                     106


     voting instruction shall be deposited with the Agent before the
     commencement of the meeting or adjourned meeting but the Agent shall not
     thereby be obliged to investigate or be concerned with the validity of or
     the authority of the proxies named in any such block voting instruction.

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

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

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

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

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

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

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

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


<PAGE>


                                     107


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

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

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

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









<PAGE>


                                     108


                                  SCHEDULE 5

                              FORM OF PUT NOTICE

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

                      [title of relevant Series of Notes]


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

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

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

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

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

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


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

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

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

Payment Instructions


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

Bank:                               -----------------------------

Branch Address outside
the United States:                  -----------------------------

Branch Code:                        -----------------------------

Account Number:                     -----------------------------

Signature of holder:                -----------------------------



<PAGE>


                                     109


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


[To be completed by recipient Paying Agent]

Details of missing unmatured Coupons  ---------------------------(3)

Received by:                          -----------------------

[Signature and stamp of Paying Agent]

At its office at:                   -----------------------

On:                                 -----------------------

Notes

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

(2)  Delete as applicable.

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

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

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





<PAGE>


                                     110


                                  SCHEDULE 6


                            Dated 30th March, 2001



                         CIBA SPECIALTY CHEMICALS PLC
                     CIBA SPECIALTY CHEMICALS CORPORATION
               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                                  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
                                    London







<PAGE>


                                     111


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 30th March, 2001 (the
"Offering Circular" as supplemented), or, as the case may be, the amended and
restated Program Agreement dated 30th March, 2001 (the "Program Agreement" as
amended, supplemented or restated) between the Issuers, the Guarantor and the
Dealers named therein pursuant to which the Issuer may issue Euro Medium Term
Notes.

OPERATING PROCEDURES

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

A.       RESPONSIBILITIES OF THE AGENT

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

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

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

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


<PAGE>


                                     112


          notify the relevant Issuer, the Guarantor, Euroclear, Clearstream,
          Luxembourg and the relevant Dealer or Lead Manager, as the case may
          be.

B.       RESPONSIBILITIES OF DEALER/LEAD MANAGER

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

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

C.       SETTLEMENT

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

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

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




<PAGE>


                                     113


                                   ANNEXE A

                                    PART 1

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

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



Day                 Latest          Action
                    London time

No later            2.00 p.m.       The Issuer and the Guarantor may agree terms
than Issue                          with one or more of the Dealers for the
Date minus 5                        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, authenticating and issuing a
                                    Temporary Global Note for the Tranche of
                                    Notes which is to be purchased and in the
                                    case of


<PAGE>



                                     114


Day                 Latest          Action
                    London time

                                    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 P the signed Pricing Supplement shall
                                    be conclusive evidence of the agreement
                                    (save in the case of manifest error) and
                                    shall be binding on the parties accordingly.

No later than                       In the case of Notes which are to be listed
Issue Date                          on a Stock Exchange, the Agent also
minus 3                             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 and/
minus 2                             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



<PAGE>


                                      115


Day                 Latest          Action
                    London time



                                    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 Tranche of Notes for value on
                                    the Issue Date.  The relevant Dealer gives
                                    corresponding instructions to Euroclear or
                                    Clearstream, Luxembourg.  The parties (which
                                    for this purpose shall include the Agent)
                                    may agree to arrange for "free delivery" to
                                    be made through the relevant clearing system
                                    if specified in the applicable Pricing
                                    Supplement, in which case these Settlement
                                    Procedures will be amended accordingly.


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

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

On or subsequent                    The Agent notifies the Issuer and Guarantor
to the Issue Date                   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.






<PAGE>


                                     116


                                   ANNEXE A

                                    PART 2

SETTLEMENT PROCEDURES FOR ISSUES SUBSCRIBED PURSUANT TO A SUBSCRIPTION AGREEMENT


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


Day                      Latest time      Action


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


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

<PAGE>


                                     117


Day                      Latest time      Action

                                          The Issuer, the Guarantor and the Lead
                                          Manager agree a form of Pricing
                                          Supplement prepared by or on behalf of
                                          the Lead Manager (in substantially the
                                          form of Annexe C) which is submitted
                                          to the lawyers rendering a legal
                                          opinion in connection with the
                                          relevant issue for approval. A draft
                                          Subscription Agreement (in
                                          substantially the form of Appendix E
                                          to the Program Agreement or such other
                                          form as may be agreed between the
                                          Issuer, the Guarantor and the Lead
                                          Manager) is also prepared. The
                                          Subscription Agreement may, if so
                                          agreed, be called by another name.
                                          The Lead Manager sends a copy of the
                                          agreed, be 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
minus 2                                   debit 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.


<PAGE>



                                     118


Day                      Latest time      Action


Issue Date               3.00 p.m.        In the case of Floating Rate Notes,
minus 2                                   the 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.


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,
issues) or Issue                          and where required as specified above,
Date (in any other                        a Permanent Global Note in respect
case) (the "Payment                       of the relevant Series. The
Instruction Date")                        conditions 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 the                   Each other Manager (if any) promptly
Issue Date                                notifies the Lead Manager when the
                                          distribution of the Notes purchased
                                          by it has been completed.  The Lead



<PAGE>


                                     119


                                          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.



<PAGE>


                                     120


Explanatory Notes to Annexe A
------------------------------

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

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

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

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

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





<PAGE>


                                     121


                                   ANNEXE B

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


[Date]

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

and:     CIBA SPECIALTY CHEMICALS HOLDING INC.

c.c.     The Chase Manhattan Bank



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

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

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

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

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

For and on behalf of [Name of Dealer]

By:      ---------------------------
         Authorised signatory





<PAGE>


                                      122


                                   ANNEXE C

                          FORM OF PRICING SUPPLEMENT

[Date]

                    [Ciba Specialty Chemicals Corporation/
                         Ciba Specialty Chemicals PLC/
              Ciba Spezialitatenchemie Holding Deutschland GmbH]

                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

[The Notes constitute [commercial paper/shorter term debt securities/longer
term debt securities] issued in accordance with regulations made under section
4 of the Banking Act 1987. The Issuer of the Notes is not an authorized
institution or a European authorized institution (as such terms are defined in
the Banking Act 1987 (Exempt Transactions) Regulations 1997). Repayment of the
principal and payment of any interest or premium in connection with the Notes
has been guaranteed by Ciba Specialty Chemicals Holding Inc., which is neither
an authorized institution nor a European authorized institution]. **

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

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

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:


<PAGE>


                                     123


   - Tranche:                          [       ]
   - Series:                           [       ]

5. Issue Price of Tranche:             [       ] percent

6. Specified Denominations:            [In the case of Notes with a maturity of
                                       183 days or less issued by (i) Ciba
                                       Specialty Chemicals Corporation and
                                       (ii) where proceeds of the issuance are
                                       on-lent to a U.S. entity, the minimum
                                       denomination for such Notes shall be USD
                                       500 000 (or the equivalent thereof at
                                       exchange rates applicable on the relevant
                                       date of calculation)]

7. [(i)] Issue Date:                   [       ]

   (ii)  Interest Commencement Date
         (if different from the
         Issue Date):                  [       ]]

8.  Maturity Date:                     [Fixed rate - specify date/
                                       Floating rate - Interest Payment Date
                                       falling in [specify month and year]]

9.  Interest Basis:                    [[   ] percent Fixed Rate]
                                       [[LIBOR/EURIBOR] +/- [ ] percent Floating
                                       Rate]
                                      [Zero Coupon]
                                      [Indexed Interest]
                                      [specify other]
                                      (further particulars specified below)

10. Redemption/Payment Basis:         [Redemption at par]
                                      [Indexed Redemption]
                                      [Dual Currency]
                                      [Partly Paid]
                                      [Installment]
                                      [specify other]

11. Change of Interest Basis or       [Specify details of any provision for
    Basis or Redemption/Payment       change of Notes into another Interest
    Basis]                            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]


<PAGE>


                                     124


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 for Fixed Rate   [None/Give details]
            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 Day Convention/Preceding Business
                                      Day Convention/[specify other]]

    (iii)  Additional Business        [       ]
           Center(s):

     (iv)  Manner in which the Rate of


<PAGE>


                                     125


Interest and Interest Amount
is to be determined:                    [Screen Rate Determination/ISDA
                                        Determination/specify other]


(v)  Party responsible for calculating
     the Rate of Interest and Interest  [       ]
     Amount (if not the Principal
     Paying Agent):

(vi) Screen Rate Determination:

     - Reference Rate:                  [       ]
                                      (Either LIBOR, EURIBOR or other, although
                                      additional information is required if
                                      other - including fallback provisions in
                                      the Agency Agreement)

    - Interest Determination Date(s): [       ]
                                      (Second London business day prior to the
                                      start of each Interest Period if LIBOR and
                                      second TARGET day prior to the start of
                                      each Interest Period if EURIBOR)

    - Relevant Screen Page:           [       ]
                                      (in the case of EURIBOR, if not Telerate
                                      248 ensure it is a page which shows a
                                      composite rate)

(vii)  ISDA Determination:

    - Floating Rate Option:           [       ]

    - Designated Maturity:            [       ]

    - Reset Date(s):                  [       ]

(viii)  Margin(s):                    [+/-] [       ] percent per annum

(ix)   Minimum Rate of Interest:      [       ] percent per annum

(x)    Maximum Rate of Interest:      [       ] percent per annum

(xi)   Floating Day Count Fraction:   [       ]

(xii)  Fall back provisions, rounding
       provisions and any other
       terms relating to the method
       of calculating interest on
       Floating Rate


<PAGE>


                                     126


     Notes, if different from those   [       ]
     set out in the Conditions:


17.  Zero Coupon Note Provisions      [Applicable/Not Applicable]
                                      (If not applicable, delete the remaining
                                      sub-paragraphs of this paragraph)

    (i)  Accrual Yield:               [       ] percent per annum

   (ii)  Reference Price:             [       ]

  (iii)  Any other formula/basis of
         determining amount payable:  [       ]
                                      (Consider applicable day count fraction
                                      if euro denominated)

18. Indexed Interest Note Provisions  [Applicable/Not Applicable]
                                      (If not applicable, delete the remaining
                                      sub-paragraphs of this paragraph)

    (i)  Index/Formula:               [give or annex details]

   (ii)  Calculation Agent
         responsible for calculating
         the principal and/or         [       ]
         interest due:


  (iii)  Provisions for determining
         coupon where calculation by
         reference to Index and/or    [       ]
         Formula is impossible or
         impracticable:


   (iv)  Specified Period(s)/
         Specified Interest
          Payment Dates:              [       ]

    (v)  Business Day Convention:     [Floating Rate Convention/Following
                                      Business Day Convention/Modified Following
                                      Business Day Convention/Preceding Business
                                      Day Convention/specify other]

   (vi)  Additional Business
         Center(s):                   [       ]

  (vii)  Minimum Rate of Interest:    [       ] percent per annum

 (viii)  Maximum Rate of Interest:    [       ] percent per annum

   (ix)  Floating Day Count Fraction: [       ]

<PAGE>


                                     127


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)

<PAGE>


                                     128


   (i)  Optional Redemption Date(s):  [       ]

  (ii)  Optional Redemption
        Amount(s) and method, if
        any, of calculation of        [       ]
        such amount(s):

 (iii)  Notice period (if other
        than as set out in the        [       ]
        Conditions):

22.  Final Redemption Amount          [Par/specify other/see Appendix]

23.  Early Redemption Amount(s)
     payable on redemption for
     taxation reasons or on event
     of default and/or the method
     of calculating the same (if
     required or if different from
     that set out in Condition 6(f)): [       ]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.  Form of Notes:                   Temporary Global Note exchangeable for a
                                      Permanent Global Note which is
                                      exchangeable for Definitive Notes
                                      [on 60 days notice given at any time/only
                                      upon an Exchange Event] [n.b. the latter
                                      option is not available to Ciba Specialty
                                      Chemicals Corporation or where proceeds
                                      are to be on-lent to a United States
                                      entity].

                                      [Temporary Global Note exchangeable for
                                      Definitive Notes on and after the Exchange
                                      Date.]

25. Additional Financial Center(s)    [Not Applicable/give details]
    or other special provisions       (Note that this item relates to the place
    relating to Payment Dates:        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

<PAGE>


                                     129


    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 forfeit
    the Notes and interest due on     [Not Applicable/give details]
    late payment:


28. Details relating to
    Installment Notes: amount of
    each installment, date on which
    each payment is to be made:       [Not Applicable/give details]


29. Redenomination applicable:        Redenomination [not] applicable
                                      (If Redenomination is applicable,
                                      specify either the applicable Fixed Day\
                                      Count Fraction or any provisions necessary
                                      to deal with floating rate interest
                                      calculation (including alternative
                                      reference rates))

30. Details relating to Installment
    Notes: Specify Installment
    Amounts and Installment Dates:    [Not Applicable/give details]

31. Other terms or special
    conditions:                       [Not Applicable/give details]


DISTRIBUTION

32. (i)   If syndicated, names of
          Managers:                   [Not Applicable/give names]

    (ii)  Stabilizing Manager
          (if any):                   [Not Applicable/give name]

33. If non-syndicated, name of
    relevant Dealer:                  [Not Applicable/give name]

34. Whether TEFRA D rules
    applicable or TEFRA rules not     TEFRA D/TEFRA not applicable]
    applicable

35. Additional selling restrictions:  [Not Applicable/give details]


OPERATIONAL INFORMATION

36. Any clearing system(s) other      [Not Applicable/give name(s) and
    than Euroclear and Clearstream,   number(s)]
    Luxembourg and the relevant
    identification number(s):

37. Delivery:                         Delivery [against/free of] payment

38. Additional Paying Agent(s)
    (if any):                         [       ]


<PAGE>


                                     130



39.  [Notes in respect of which the issue proceeds are accepted by the Issuer
     in the United Kingdom and which are to be listed. The text set out below
     may be deleted if the Issuer is relying on any of Regulation 13(4)(c) to
     (g) of the Banking Act 1987 (Exempt Transactions) Regulations 1997]

The Issuer confirms that it:

(a)  has complied with its obligations under the relevant rules (as defined in
     the Banking Act 1987 (Exempt Transactions) Regulations 1997 (the
     "Regulations ")) in relation to the admission to and continuing listing
     of the Program and of any previous issues made under it and listed on the
     same exchange as the Program;

(b)  will have complied with its obligations under the relevant rules in
     relation to the admission to listing of such Notes by the time when such
     Notes are so admitted;

(c)  has not, since the last publication, if any, in compliance with the
     relevant rules of information about the Program, any previous issues made
     under it and listed on the same exchange as the Program, or the Notes,
     having made all reasonable inquiries, become aware of any change in
     circumstances which could reasonably be regarded as significantly and
     adversely affecting its ability to meet its obligations as Issuer in
     respect of the Notes as they fall due; and

(d)  has complied and will continue to comply with its obligations under the
     Regulations to lodge all relevant information (as defined in the
     Regulations) in relation to any such Notes with the UK Listing Authority.

_____________________________________________________________________________
ISIN:                                                  [       ]
Common Code:                                           [       ]
_____________________________________________________________________________

[If the Issuer is relying on Regulation 13(4)(b) and the Offering Circular
does not include one, include here a summary of the tax treatment relevant to
the United Kingdom resident holders of the Notes.]

[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]


<PAGE>


                                     131


RESPONSIBILITY



The Issuer and the Guarantor accept responsibility for the information
contained in this Pricing Supplement.

Signed on behalf of the Issuer:       Signed on behalf of the Guarantor:

By:------------------------------     By:------------------------------
   Duly authorized                       Duly authorized


                                      By:------------------------------
                                         Duly authorized


<PAGE>


                                     132


                                   ANNEXE D

                  TRADING DESK AND ADMINISTRATIVE INFORMATION

The Issuers

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

Telephone:                 1 914 785 2000
Telefax:                   1 914 785 2650
Attention:                 Treasurer


CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

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


CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

Telephone:                 49 6206 152810
Telefax:                   49 6206 152816
Attention:                 Treasurer


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


<PAGE>


                                     133



The Dealers

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

Telephone:                 44 20 7888 4021
Telex:                     892131 CSFB G
Telefax                    44 20 7888 3719
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.
60 Victoria Embankment
London EC4Y 0JP

Telephone:                 44 20 7779 3469
Telex:                     8954804 MGLTD G
Telefax:                   44 20 7325 8225
Attention:                 Euro Medium Term Note Desk


UBS AG, acting through its business group UBS Warburg
1 Finsbury Avenue
London EC2M 2PP

Telephone:                 44 20 7567 2324
Telex:                     887434 UBSW G
Telefax:                   44 20 7568 3349


<PAGE>

                                     134



Attention:                 MTNs and Private Placements


The Agent

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

Telephone:                 44 1202 347430
Telex:                     8954681 CMB G
Telefax:                   44 1202 347438
Attention:                 Manager, Institutional Trust Services


<PAGE>


                                     135

<PAGE>




                                  SIGNATORIES


The Issuers

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


By:      OLIVER STRUB                                         KIRK ERSTLING

CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

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


By:      OLIVER STRUB                                         KIRK ERSTLING


CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

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


By:      OLIVER STRUB                                         KIRK ERSTLING



<PAGE>



                                     136




The Guarantor

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

Telephone:                 00 41 61 636 2740
Telefax:                   00 41 61 636 6828
Attention:                 Group Treasurer

By:      OLIVER STRUB                               By:        KIRK ERSTLING

The Agent

THE CHASE MANHATTAN 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:      STUART KING


CHASE MANHATTAN BANK LUXEMBOURG S.A.
5 rue Plaetis
L-2338
Luxembourg

All communications should be sent care of the Agent


By:      STUART KING

Without prejudice to the foregoing execution of the Agreement by the parties
hereto, Chase Manhattan Bank Luxembourg S.A. hereby expressly and specifically
confirms its agreement with the provisions of clause 30(2) hereof for the
purposes of Article 1 of the Protocol annexed to the Convention on
jurisdiction and the enforcement of judgments in civil and commercial matters
signed at Brussels on 27th September, 1968.

CHASE MANHATTAN BANK LUXEMBOURG S.A.

By:      STUART KING