<PAGE>
                                                                  CONFORMED COPY


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

                             DATED 27TH MARCH, 2003

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

                                       AND

                      CIBA SPECIALTY CHEMICALS HOLDING INC.
                                  AS GUARANTOR

                                       AND

                   CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
                             DEUTSCHE BANK AG LONDON
                           GOLDMAN SACHS INTERNATIONAL
                           J.P. MORGAN SECURITIES LTD.
                                   UBS LIMITED
                                   AS DEALERS


                                  (LETTERHEAD)
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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                       PAGE

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


APPENDIX

1.    Initial Documentation List..........................................    22
2.    Selling Restrictions................................................    24
3.    Dealer Accession....................................................    28
      Part 1   Form of Dealer Accession Letter - Program..................    28
      Part 2   Form of Confirmation Letter - Program......................    30
      Part 3   Form of Dealer Accession Letter - Note Issue...............    32
4.    Form of Confirmation Letter - Note Issue............................    34
5.    Letter Regarding Increase in the Nominal Amount of the program......    36
6.    Form of Subscription Agreement......................................    38
7.    Form of Deed of Covenant............................................    44



Signatories...............................................................    51
</TABLE>
<PAGE>
                                PROGRAM AGREEMENT

                                 in respect of a

                          EURO MEDIUM TERM NOTE PROGRAM

THIS AGREEMENT is made on 27th March, 2003

BETWEEN:

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

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

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

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

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

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

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

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

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

(10)  UBS LIMITED, (UBS) of 1 Finsbury Avenue, London EC2M 2PP.

IT IS HEREBY AGREED as follows:

WHEREAS:

(A)   CSC US, CSC UK, CSC Germany, CSC Bermuda, the Guarantor, UBS AG, acting
      through its business group UBS Warburg and the Dealers (except for UBS)
      entered into an amended and restated program agreement dated 27th March,
      2002 (the PRINCIPAL PROGRAM AGREEMENT) in respect of a U.S.$2,000,000,000
      Euro Medium Term Note Program of CSC US, CSC UK, CSC Germany and CSC
      Bermuda unconditionally and irrevocably guaranteed by the Guarantor.

(B)   With effect from 10th March, 2003, UBS AG, acting through its business
      group UBS Warburg has transferred its role as dealer and arranger under
      this Program to UBS (formerly named UBS Warburg Ltd.).


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

1.    DEFINITIONS AND INTERPRETATION

1.1 For the purposes of this Agreement, except where the context requires
otherwise:

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

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

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

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

      CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme;

      CONFIRMATION LETTER means:

      (a)   in respect of the appointment of a third party as a Dealer for the
            duration of the Program, the Confirmation Letter substantially in
            the form set out in Part 2 of Appendix 3 hereto; and

      (b)   in respect of the appointment of a third party as a Dealer for a
            particular issue of Notes under the Program, the Confirmation Letter
            substantially in the form set out in Appendix 4 hereto;

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

      DEALER ACCESSION LETTER means:

      (a)   in respect of the appointment of a third party as a Dealer for the
            duration of the Program, the Dealer Accession Letter substantially
            in the form of Part 1 of Appendix 3 hereto; and


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      (b)   in respect of the appointment of a third party as a Dealer for one
            or more particular issue(s) of Notes under the Program, the Dealer
            Accession Letter substantially in the form set out in Part 3 of
            Appendix 3 hereto;

      DEED OF COVENANT means the deed poll of even date herewith, substantially
      in the form set out in Appendix 7 hereto, executed as a deed by each
      Issuer in favour of certain accountholders with relevant clearing systems;

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

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

      FSMA means the Financial Services and Markets Act 2000;

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

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

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

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

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

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

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

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

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

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


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<PAGE>
      OFFERING CIRCULAR means, subject to Clause 5.2, the Offering Circular
      relating to the Program as revised, supplemented, amended or updated from
      time to time, including in relation to each Tranche of Notes, the Pricing
      Supplement relating to such Tranche and such other documents as are from
      time to time incorporated therein by reference except that for the purpose
      of Clause 4.2 in respect of the Agreement Date and the Issue Date, the
      Offering Circular means the Offering Circular as at the Agreement Date but
      not including any subsequent revision, supplement or amendment thereto;

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

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

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

      RELEVANT PARTY means the Arranger, each Dealer (and for the purposes of
      Clause 8.3 each Issuer and the Guarantor), each of their respective
      affiliates and each person who controls them (within the meaning of
      section 15 of the Securities Act or section 20 of the Exchange Act) and
      each of their respective directors, officers, employees and agents;

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

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

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

      SUBSCRIPTION AGREEMENT means an agreement (by whatever name called) in or
      subsequently in the form set out in Appendix 6 hereto or in such other
      form as may be agreed in writing between the relevant Issuer, the
      Guarantor and the Lead Manager which agreement shall be supplemental to
      this Agreement.

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

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

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

1.5   All references in this Agreement to an agreement, instrument or other
      document (including this Agreement, the Agency Agreement, the Deed of
      Covenant, the Deed of Guarantee, any Series of Notes and any Conditions
      appertaining thereto) shall be construed as a reference to


                                       4
<PAGE>
      that agreement, instrument or document as the same may be amended,
      modified, varied, supplemented or novated from time to time including, but
      without prejudice to the generality of the foregoing, this Agreement as
      supplemented by any Subscription Agreement.

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

1.7   Any reference herein to EUROCLEAR and/or CLEARSTREAM, LUXEMBOURG shall,
      wherever the context so permits, be deemed to include reference to any
      additional or alternative clearance system approved by the relevant
      Issuer, the Guarantor and the Agent.

2.    AGREEMENTS TO ISSUE AND PURCHASE NOTES

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

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

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

      (b)   the relevant Dealer shall, subject to such Notes being so credited,
            cause the net purchase moneys for such Notes to be paid in the
            relevant currency by transfer of funds to the relevant cash
            account(s) of the Agent with Euroclear and/or Clearstream,
            Luxembourg or (in the case of syndicated issues) the relevant
            account of the relevant Issuer so that such payment is credited to
            such account(s) for value on the agreed Issue Date, as described in
            the Procedures Memorandum.

2.3   Unless otherwise agreed, the procedures which the parties must apply for
      the purposes of subclause 2.2 are set out in the Procedures Memorandum.
      Unless otherwise agreed between the relevant Issuer and the relevant
      Dealers, where more than one Dealer has agreed with the relevant Issuer to
      purchase a particular issue of Notes pursuant to this Clause, the
      obligations of such Dealers so to purchase the Notes shall be joint and
      several.

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

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


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3.    CONDITIONS OF ISSUE; UPDATING

3.1   FIRST ISSUE

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

3.2   EACH ISSUE

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

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

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

      (c)   subject to Clause 12, the aggregate nominal amount of the Notes to
            be issued, when added to the aggregate nominal amount of all Notes
            outstanding (as defined in the Agency Agreement) on the proposed
            Issue Date, not exceeding U.S.$2,000,000,000 or its equivalent in
            other currencies as determined pursuant to subclause 3.5;

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

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

      (f)   there having been, between the Agreement Date and the Issue Date for
            such Notes, no such change in national or international financial,
            political or economic conditions or currency exchange rates or
            exchange controls as would, in the opinion of the relevant Dealer
            (after consultation with the relevant Issuer and the Guarantor if
            practicable), be likely to prejudice materially the success of the
            offer, sale or distribution by such Dealer of the Notes proposed to
            be issued;

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


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

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

3.3   WAIVER

      Any Dealer, on behalf of itself only (or, in relation to a syndicated
      issue, the Lead Manager on behalf of itself and the other Managers) may by
      notice in writing to the relevant Issuer and the Guarantor waive any of
      the conditions precedent contained in subclauses 3.1 and 3.2 (save for the
      condition precedent contained in subclause 3.2(c)) in so far as they
      relate to an issue of Notes to that Dealer.

3.4   UPDATING OF LEGAL OPINIONS

      Before the first issue of Notes occurring after the end of each annual
      period commencing on the date hereof and on such other occasions as a
      Dealer so requests in relation either to any Issuer or the Guarantor or
      both (on the basis of reasonable grounds), the Issuers and/or the
      Guarantor will procure that a further legal opinion in such form and with
      such content as the Dealers may reasonably require is delivered, at the
      expense of the Issuers (as to which each of the Issuers shall have joint
      and several responsibility as between itself and the Guarantor to the
      Dealers). If at, or prior to, the time of any agreement to issue and
      purchase Notes under Clause 2 such request is given in writing with
      respect to the Notes to be issued, the receipt of such opinion in a form
      satisfactory to the relevant Dealer shall be a further condition precedent
      to the issue of those Notes to the relevant Dealer.

3.5   DETERMINATION OF AMOUNTS OUTSTANDING

      For the purposes of subclause 3.2(c):

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

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

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

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

4.    REPRESENTATIONS AND WARRANTIES

4.1   As at the date of this Agreement each of the Issuers and the Guarantor
      (each Issuer severally as to itself and the Guarantor jointly and
      severally with the relevant Issuer as to the relevant


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      Issuer and severally as to itself) warrant to and agree with the Dealers
      and each of them as follows:

      (a)   that the Offering Circular contains all information with regard to
            the Issuers, the Guarantor and the Notes which is material in the
            context of the Program and the issue and offering of Notes
            thereunder, that the information contained in the Offering Circular
            with respect to the Issuers, the Guarantor and the Notes is true and
            accurate in all material respects and is not misleading in any
            material respect, that the opinions and intentions expressed therein
            with respect to the Issuers, the Guarantor and the Notes are
            honestly held, that there are no other facts with respect to the
            Issuers, the Guarantor and the Notes the omission of which would
            make the Offering Circular as a whole or any of such information or
            the expression of any such opinions or intentions misleading in any
            material respect and that each of the Issuers and the Guarantor have
            made all reasonable enquiries to ascertain all facts material for
            the purposes aforesaid, provided that the warranty and agreement in
            this paragraph 4.1(a) shall not extend to information in the
            Offering Circular under the heading "Subscription and Sale";

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

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

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

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

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

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


                                       8
<PAGE>
            and to general principles of equity, regardless of whether
            considered in a proceeding in law or at equity);

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

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

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

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

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


                                       9
<PAGE>
      (i)   that in relation to each Tranche of Notes for which a Dealer is
            named as a Stabilising Manager in the applicable Pricing Supplement,
            it has not issued and will not issue, without the prior written
            consent of that Dealer, any press or other public announcement
            referring to the proposed issue of Notes unless the announcement
            adequately discloses that stabilising action may take place in
            relation to the Notes to be issued.

4.2   With regard to each issue of Notes under the Program, the relevant Issuer
      and the Guarantor shall be deemed to repeat the warranties and agreements
      contained in subclause 4.1 as at the Agreement Date for such Notes (any
      agreement on such Agreement Date being deemed to have been made on the
      basis of, and in reliance on, such warranties and agreements) and as at
      the Issue Date of such Notes.

4.3   The Issuers and the Guarantor shall be deemed to repeat the
      representations and warranties contained in subclause 4.1(a) on each date
      on which the Offering Circular is revised, supplemented or amended. The
      Issuers and the Guarantor shall be deemed to repeat the representations
      and warranties contained in subclause 4.1 on each date on which the
      aggregate nominal amount of the Program is increased in accordance with
      Clause 12.

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

5.    UNDERTAKINGS OF THE ISSUERS AND THE GUARANTOR

5.1   NOTIFICATION OF MATERIAL DEVELOPMENTS

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

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

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

      If, following the time of an agreement under Clause 2 and before the issue
      of the relevant Notes, the relevant Issuer or the Guarantor becomes aware
      that the conditions specified in Clause 3.2 will not be satisfied in
      relation to that issue, the relevant Issuer or the Guarantor (if
      applicable), as the case may be, shall forthwith notify the relevant
      Dealer to that effect giving full details thereof. In such circumstances,
      the relevant Dealer shall be entitled (but not bound) by written notice to
      the relevant Issuer and the Guarantor to be released and discharged from
      its obligations under the agreement reached under Clause 2. Without
      prejudice to the generality of the foregoing, each Issuer and the
      Guarantor shall from time to time promptly furnish to each Dealer such
      information relating to such Issuer and/or the Guarantor (as the case may
      be) as such Dealer may reasonably request, provided that such information
      is relevant in the context of the Program or an issue of Notes thereunder.


                                       10
<PAGE>

5.2   UPDATING OF OFFERING CIRCULAR

      Following the publication of the Guarantor's audited financial information
      for the year ended 31st December, 2003, and at the end of each annual
      period thereafter and in the event of a change in the condition of any or
      all of the Issuers or the Guarantor which is material in the context of
      the Program or the issue of the Notes thereunder, the Issuers and the
      Guarantor shall update or amend the Offering Circular (following
      consultation with the Arrangers on behalf of the Dealers) by the
      publication of a supplement thereto, in a form approved by the Dealers, in
      the light of such change in condition. The Offering Circular shall, as
      specified therein, be deemed to incorporate by reference therein the most
      recently published annual accounts (if any) of each Issuer and the
      Guarantor and the most recently published annual report of the Guarantor
      from time to time. Upon any new financial statements being incorporated in
      the Offering Circular as aforesaid or upon the publication of a revised
      Offering Circular or a supplement to the Offering Circular, the Issuers or
      the Guarantor (as the case may be) shall promptly supply to each Dealer
      and the Agent such number of copies of such financial statements, revised
      Offering Circular or supplement as each Dealer or the Agent (as the case
      may be) may reasonably request. Until a Dealer receives such financial
      statements, revised Offering Circular or supplement, the definition of
      OFFERING CIRCULAR in Clause 1.1 shall, in relation to such Dealer, mean
      the Offering Circular prior to the publication of such financial
      statements, revised Offering Circular or supplement.

5.3   LISTING

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

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

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

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

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


                                       11
<PAGE>
      as the relevant Stock Exchange(s) may require in connection with the
      listing on such Stock Exchange(s) of any Notes.

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

5.4   AGENCY AGREEMENT, DEED OF COVENANT AND DEED OF GUARANTEE

      Each Issuer and the Guarantor undertakes that it will not:

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

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

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

5.5   LAWFUL COMPLIANCE

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

5.6   AUTHORISED REPRESENTATIVE

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

5.7   AUDITORS' COMFORT LETTERS

      Each Issuer and the Guarantor will at the time of the preparation of the
      initial Offering Circular and thereafter upon each occasion when the same
      may be amended or updated, whether by means of information incorporated by
      reference or otherwise (insofar as such amendment or up-dating concerns or
      contains financial information about any of the Issuers or the Guarantor),
      at the expense of the Issuers and the Guarantor (as to which each of the
      Issuers will have joint and several responsibility as between itself and
      the Guarantor) and at other times whenever so requested by the Dealers or
      any of them (on the basis of reasonable grounds) deliver to the relevant
      Dealer a comfort letter or comfort letters from independent


                                       12
<PAGE>
      auditors of the Issuers (or any of them) and the Guarantor in such form
      and with such content as the relevant Dealer may reasonably request.

5.8   NO OTHER ISSUES

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

5.9   INFORMATION ON NOTEHOLDERS' MEETINGS

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

5.10  RATING

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

5.11  Commercial Paper

      In respect of any Tranche of Notes which have a maturity of less than one
      year, the Issuer will issue such Notes only if the following conditions
      apply (or the Notes can otherwise be issued without contravention of
      Section 19 of the FSMA):

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

      (b)   the redemption value of each Note is not less than L100,000 (or an
            amount of equivalent value denominated wholly or partly in a
            currency other than sterling), and no part of any Note may be
            transferred unless the redemption value of that part is not less
            than L100,000 (or such an equivalent amount).

6.    INDEMNITY

6.1   Without prejudice to the other rights or remedies of the Dealers, each
      Issuer (severally as to itself) and the Guarantor (jointly and severally
      with the relevant Issuer and severally as to itself) undertakes to the
      Arranger and each Dealer that if that Arranger or Dealer or any Relevant
      Party relating to that Arranger or Dealer incurs any liability, damages,
      cost, loss or expense (including, without limitation, legal fees, costs
      and expenses) (a LOSS) arising out of, in connection with, or based on:

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


                                       13
<PAGE>
      (b)   any actual or alleged breach of the representations, warranties and
            undertakings contained in, or made or deemed to be made by the
            relevant Issuer and/or the Guarantor under, this Agreement (any such
            allegation being made by a person other than a Relevant Party); or

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

      the relevant Issuer or, as the case may be, the Guarantor shall (subject
      as provided in subclause 6.2) pay to that Arranger or Dealer on demand an
      amount equal to such Loss. No Arranger or Dealer shall have any duty or
      obligation, whether as fiduciary or trustee for any Relevant Party or
      otherwise, to recover any such payment or to account to any other person
      for any amounts paid to it under this Clause 6.1.

6.2   If any action, proceeding, claim or demand shall be brought or asserted
      against any Relevant Party in respect of which an indemnity is to be
      sought against another party under Clause 6.1 (the INDEMNIFYING PERSON),
      the Relevant Party shall promptly notify the Indemnifying Person in
      writing, and the Indemnifying Person shall have the option in the name of
      the Relevant Party to assume the defence thereof, including the employment
      of legal advisers approved by the Relevant Party (which approval shall not
      be unreasonably withheld or delayed) subject to the payment by the
      Indemnifying Person of all fees and expenses relating thereto provided
      that such legal advisers shall not, save with the consent of the Relevant
      Party (which consent shall not be unreasonably withheld or delayed), also
      be legal advisers to the Indemnifying Person and provided further that if
      the defendants in any such action, proceeding, claim or demand include the
      Relevant Party and the Relevant Party shall have reasonably concluded that
      there may be legal defences available to the Relevant Party which are
      different from or additional to those available to the Indemnifying Person
      and in the event that the Indemnifying Person does not wish to assume, or
      is prevented from assuming, such different or additional legal defences on
      behalf of the Relevant Party, the Relevant Party shall have the right, at
      the expense of the Indemnifying Person, to select separate legal advisers
      to assume such legal defences and otherwise to participate in the defence
      of such action, proceeding, claim or demand on behalf of the Relevant
      Party.

      Upon receipt of notice from the Indemnifying Person of its election so to
      assume the defence of any such action, proceeding, claim or demand and
      approval by the Relevant Party as aforesaid of legal advisers, the
      Indemnifying Person will not be liable to any Relevant Party for any fees
      or expenses subsequently incurred by such Relevant Party in connection
      with the defence thereof unless:

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

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


                                       14
<PAGE>
      (c)   the Indemnifying Person has authorised the employment of separate
            legal advisers by the Indemnifying Person,

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

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

7.    AUTHORITY TO DISTRIBUTE DOCUMENTS

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

8.    DEALERS' UNDERTAKINGS

8.1   Each Dealer agrees to comply with the restrictions and agreements set out
      in Appendix 2 hereto.

8.2   Each Dealer acknowledges that:

      (a)   none of the Issuers nor the Guarantor has authorised it to give any
            information or make any representation in connection with any
            offering, issue, subscription or sale of any Notes other than those
            contained in the Offering Circular or the information approved in
            writing and provided by such Issuer or the Guarantor pursuant to
            Clause 7;

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

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

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


                                       15
<PAGE>
      (a)   the making by such Dealer of any unauthorised representation or the
            giving by it of any information which is not contained in the
            Offering Circular or otherwise authorised in accordance with Clause
            7; or

      (b)   any failure by such Dealer to observe any of the restrictions or
            agreements contained in Appendix 2 hereto.

8.4   If any claim, demand or action is brought against any such Relevant Party
      in respect of which indemnity may be sought from a Dealer pursuant to
      Clause 8.3, the provisions of Clause 6.2 shall apply, mutatis mutandis, in
      relation thereto.

9.    FEES, EXPENSES AND STAMP DUTIES

9.1   Each Issuer (severally as to itself and the Notes issued by itself) and
      the Guarantor (jointly and severally with the relevant Issuer and
      severally as to itself) undertake that they shall:

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

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

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

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

9.2   Each Issuer (severally as to itself and the Notes issued by itself) and
      the Guarantor (jointly and severally with the relevant Issuer and
      severally as to itself) undertake that they shall:

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

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

            (ii)  all expenses (other than those of the Agent, any paying agent
                  or the Dealers) in connection with the issue, authentication,
                  packaging and initial delivery of Notes and the preparation of
                  Global Notes, this Agreement, the Agency Agreement, the Deed
                  of Guarantee and the preparation and printing of Notes, the
                  Offering Circular and any amendments or supplements thereto
                  (including the updating of any legal opinions issued pursuant
                  to Clause 3.4 and of any auditors' comfort letters issued
                  pursuant to Clause 5.7); and

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

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


                                       16
<PAGE>
      (c)   pay promptly, and in any event before any penalty becomes payable,
            any stamp, documentary, registration or similar duty or tax
            (including any stamp duty reserve tax) payable in Germany, the
            United States of America, the United Kingdom, Switzerland or the
            Grand Duchy of Luxembourg in connection with the entry into,
            performance, enforcement or admissibility in evidence of this
            Agreement, any communication pursuant hereto, the Agency Agreement,
            the Deed of Covenant, the Deed of Guarantee or any Note and shall
            indemnify each Dealer against any liability with respect to or
            resulting from any delay in paying or omission to pay any such duty
            or tax.

10.   TERMINATION OF APPOINTMENT OF DEALERS

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

11.   APPOINTMENT OF NEW DEALERS

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

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

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

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

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


                                       17
<PAGE>
12.   INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAM

12.1  From time to time the Issuers and the Guarantor may wish to increase the
      aggregate nominal amount of the Notes that may be issued under the
      Program. In such circumstances, the Issuers and the Guarantor may request
      such an increase (subject as set out in subclause 12.2) by delivering to
      the Listing Agent and the Dealers the letter substantially in the form set
      out in Appendix 5 hereto. Unless notice to the contrary is received by the
      Issuers or the Guarantor no later than 10 days after notice was given to
      the Dealers and the Listing Agent, each such Dealer and the Listing Agent
      will be deemed to have given its consent to the increase in the nominal
      amount of the Program, whereupon all references in this Agreement and the
      Procedures Memorandum to a Euro Medium Term Note Program of a certain
      nominal amount, shall be and shall be deemed to be references to a Euro
      Medium Term Note Program of the increased nominal amount.

12.2  Notwithstanding subclause 12.1, the right of the Issuers and the Guarantor
      to increase the aggregate nominal amount of the Program shall be subject
      to each Dealer having received and found satisfactory all the documents
      and confirmations described in the Initial Documentation List (with such
      changes as may be relevant, with reference to the circumstances at the
      time of the proposed increase as are agreed between the Issuers, the
      Guarantor and the Dealers), and the delivery of any further conditions
      precedent that any of the Dealers may reasonably require, including,
      without limitation, the production of a supplementary Offering Circular by
      the Issuers and the Guarantor and any further or other documents required
      by the relevant Stock Exchange(s) for the purpose of listing the Notes to
      be issued under the Program on the relevant Stock Exchange(s). The
      Arrangers shall circulate to the Dealers all the documents and
      confirmations described in the Initial Documentation List and any further
      conditions precedent so required. Any Dealer must notify the Arrangers,
      the Issuers and the Guarantor within 10 business days of receipt if it
      considers, in its reasonable opinion, such documents, confirmations and,
      if applicable, such further conditions precedent to be unsatisfactory.

13.   STATUS OF THE ARRANGERS

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

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

14.   COUNTERPARTS

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

15.   COMMUNICATIONS

15.1  All communications shall be by fax or letter delivered by hand or (but
      only where specifically provided in the Procedures Memorandum) by
      telephone. Each communication shall be made to the relevant party at the
      fax number or address or telephone number and, in the case of a
      communication by fax or letter, marked for the attention of, or (in the
      case of a communication by telephone) made to, the person(s) from time to
      time specified in writing by


                                       18
<PAGE>
      that party to the other for the purpose. The initial telephone number, fax
      number and address of, and person(s) so specified by, each party are set
      out on the signature pages hereof.

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

16.   BENEFIT OF AGREEMENT

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

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

17.   CURRENCY INDEMNITY

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

18.   CALCULATION AGENT

18.1  In the case of any Series of Notes which require the appointment of a
      Calculation Agent the Agent shall act as Calculation Agent, unless (a) the
      relevant Issuer or the Guarantor appoints another person as Calculation
      Agent with the approval of the relevant Dealer or (in the case of a
      syndicated


                                       19
<PAGE>
      issue) the Lead Manager or (b) the relevant Dealer or (in the case of a
      syndicated issue) the Lead Manager requests the relevant Issuer to appoint
      such Dealer or Lead Manager, or a person nominated by such Dealer or Lead
      Manager (a NOMINEE), as Calculation Agent.

18.2  Should such an appointment be made by the relevant Issuer or Guarantor
      (with such approval) or such a request be made to the relevant Issuer and
      agreed to by the relevant Issuer and the Guarantor, the appointment of
      that other person, Dealer, Lead Manager or Nominee shall be automatic upon
      the issue of the relevant Series of Notes, and shall, except as agreed, be
      on the terms set out in the Calculation Agency Agreement attached as
      Appendix 1 to the Agency Agreement, and no further action shall be
      required to effect the appointment of such Dealer, other person, Lead
      Manager or Nominee as Calculation Agent in relation to that Series of
      Notes. The name of the other person, Dealer, Lead Manager or Nominee so
      appointed will be entered in the relevant Pricing Supplement.

19.   STABILISATION

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

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

20.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

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

21.   GOVERNING LAW AND JURISDICTION

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

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


                                       20
<PAGE>
      (subject to the laws of the relevant jurisdictions). Each of CSC US, CSC
      Germany, CSC Bermuda and the Guarantor hereby appoints CSC UK as its agent
      for service of process and agrees that, in the event of ceasing so to act
      or ceasing to be registered in England, it will appoint another person as
      its agent for service of process in England in respect of any Proceedings.

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


                                       21
<PAGE>
                                   APPENDIX 1

                           INITIAL DOCUMENTATION LIST

1.    A certified copy of:

      (a)   the Certificate of Incorporation of CSC US;

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

      (c)   the Articles of Association of CSC Germany;

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

      (e)   the Articles of Incorporation of the Guarantor,

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

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

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

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

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

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

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

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

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

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


                                       22
<PAGE>
      (b)   Cravath, Swaine & Moore, legal advisers to CSC US as to U.S. law;

      (c)   Conyers Dill & Pearman, legal advisers to CSC Bermuda as to Bermudan
            law;

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

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

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

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

9.    A printed final version of the Offering Circular.

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

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

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


                                       23
<PAGE>
                                   APPENDIX 2

                              SELLING RESTRICTIONS

1.    UNITED STATES

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

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

      Terms used in this subclause 1.1 have the meanings given to them by
      Regulation S.

1.2   In addition:

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

      (b)   each Dealer represents that it has and agrees that throughout the
            restricted period it will have in effect procedures reasonably
            designed to ensure that its employees or agents who are directly
            engaged in selling Notes in bearer form are aware that such


                                       24
<PAGE>
            Notes may not be offered or sold during the restricted period to a
            person who is within the United States or its possessions or to a
            United States person, except as permitted by the D Rules;

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

      (d)   with respect to each affiliate that acquires Notes from a Dealer for
            the purpose of offering or selling such Notes during the restricted
            period, such Dealer repeats and confirms the representations and
            agreements contained in subclauses (a), (b) and (c) on such
            affiliate's behalf.

      Terms used in this subclause 1.2 have the meanings given to them by the
      U.S. Internal Revenue Code and regulations thereunder, including the D
      Rules.

1.3   Each Dealer represents that it has not entered and agrees that it will not
      enter into any contractual arrangement with respect to the distribution or
      delivery of Notes, so as to cause any person to become a "distributor"
      within the meaning of Regulation S or the D Rules except with their
      affiliates or with the prior written consent of the relevant Issuer and
      the Guarantor (in which case such Dealer will obtain for the benefit of
      the Issuer and the Guarantor the agreement of such person to the
      representations and agreements contained in subclauses 1.1 and 1.2 above).

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

2.    UNITED KINGDOM

      Each Dealer represents and agrees that:

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

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


                                       25
<PAGE>
      (c)   it has only communicated or caused to be communicated and will only
            communicate or cause to be communicated an invitation or inducement
            to engage in investment activity (within the meaning of Section 21
            of the FSMA) received by it in connection with the issue of any
            Notes in circumstances in which Section 21(1) of the FSMA does not
            apply to the relevant Issuer or the Guarantor; and

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

3.    JAPAN

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

4.    FRANCE

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

5.    BERMUDA

      Each Dealer represents and agrees that it will not offer or sell Notes
      other than to persons whose ordinary activities involve them in acquiring
      holding, managing or disposing of investments (whether as principal or
      agent) for the purposes of their businesses, or otherwise in circumstances
      which do not constitute an offer to the public, unless a prospectus is
      filed with the Registrar of Companies in Bermuda in accordance with Part
      III of the Companies Act 1981 (as amended) of Bermuda and that it has
      complied and will comply with all applicable provisions of the Companies
      Act, 1981 (as amended) of Bermuda with respect to anything done by it in
      relation to the Notes in, from or otherwise involving Bermuda.

6.    GERMANY

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


                                       26
<PAGE>
7.    THE NETHERLANDS

      Each Dealer represents and agrees that it has not, directly or indirectly,
      offered or sold and will not, directly or indirectly, offer to sell in The
      Netherlands any Notes with a denomination of less than E50,000 (or its
      foreign currency equivalent) other than to persons who trade or invest in
      securities in the conduct of a profession or business (which include
      banks, stockbrokers, insurance companies, pension funds, other
      institutional investors and finance companies and treasury departments of
      large enterprises) unless one of the other exemptions from or exceptions
      to the prohibition contained in article 3 of the Dutch Securities
      Transactions Supervision Act 1995 ("Wet toezicht effectenverkeer 1995") is
      applicable and the conditions attached to such exemption or exception are
      complied with.

8.    GENERAL

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

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

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


                                       27
<PAGE>
                                   APPENDIX 3

                                DEALER ACCESSION

                                     PART 1

                    FORM OF DEALER ACCESSION LETTER - PROGRAM

[Date]

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

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

Attention:

Dear Sirs,

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

      We refer to the amended and restated Program agreement dated 27th March,
2003 entered into in respect of the above Euro Medium Term Note Program (the
PROGRAM) and made between the Issuers, the Guarantor and the Dealers party
thereto (which agreement, as amended from time to time, is herein referred to as
the PROGRAM AGREEMENT).

      CONDITIONS PRECEDENT

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

(a)   a copy of the Program Agreement;

(b)   a copy of the current version all documents referred to in Appendix 1 of
      the Program Agreement;

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

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

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

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


                                       28
<PAGE>
This letter is governed by, and shall be construed in accordance with, English
law.

Yours faithfully,





[Name of New Dealer]

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


                                       29
<PAGE>
                                     PART 2

                      FORM OF CONFIRMATION LETTER - PROGRAM

[Date]

To:   [Name and address of new Dealer]

Dear Sirs,


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

We refer to the amended and restated Program Agreement dated 27th March, 2003
(such agreement, as amended from time to time, the PROGRAM AGREEMENT) entered
into in respect to the above Euro Medium Term Note Program and hereby
acknowledge receipt of your Dealer Accession Letter to us dated [ ].

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

Yours faithfully,

For and on behalf of
CIBA SPECIALTY CHEMICALS CORPORATION


By:



For and on behalf of
CIBA SPECIALTY CHEMICALS PLC


By:



For and on behalf of
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH


By:



For and on behalf of
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.


By:


                                       30
<PAGE>
For and on behalf of CIBA SPECIALTY CHEMICALS HOLDING INC.


By:                           By:

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


                                       31
<PAGE>
                                     PART 3

                  FORM OF DEALER ACCESSION LETTER - NOTE ISSUE

      [DATE]

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

(the ISSUERS)

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

Attention:

Dear Sirs,

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

We refer to the amended and restated Program Agreement dated 27th March, 2003
entered into in respect of the above Euro Medium Term Note Program (the PROGRAM)
and made between the Issuers, the Guarantor and the Dealers party thereto (which
agreement, as amended from time to time, is herein referred to as the PROGRAM
AGREEMENT).

Conditions Precedent

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

(a)   a copy of the Program Agreement;

(b)   a copy of current versions of all documents referred to in Appendix 1 of
      the Program Agreement;

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

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

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

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


                                       32
<PAGE>
This letter is governed by, and shall be construed in accordance with, English
law.

Yours faithfully,

[Name of New Dealer]

By:



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


                                       33
<PAGE>
                                   APPENDIX 4

                    FORM OF CONFIRMATION LETTER - NOTE ISSUE

[Date]

To:   [Name and address of new Dealer]

Dear Sirs,

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

We refer to the amended and restated Program Agreement dated 27th March, 2003
(such Agreement, as amended from time to time, the PROGRAM AGREEMENT) entered
into in respect to the above Euro Medium Term Note Program and hereby
acknowledge receipt of your Dealer Accession Letter to us dated [ ].

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

Yours faithfully,

CIBA SPECIALTY CHEMICALS CORPORATION

By:



CIBA SPECIALTY CHEMICALS PLC

By:



CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH

By:



CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.

By:


                                       34
<PAGE>
CIBA SPECIALTY CHEMICALS HOLDING INC.

By:                                              By:



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


                                       35
<PAGE>
                                   APPENDIX 5

         LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT OF THE PROGRAM

[Date]

To:   The Dealers and the Listing Agent (as those expressions are defined
      in the amended and restated Program Agreement dated 27th March, 2003
      as amended from time to time, (the PROGRAM AGREEMENT))

Dear Sirs,

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

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

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

Yours faithfully,



For and on behalf of
CIBA SPECIALTY CHEMICALS CORPORATION

By:



For and on behalf of
CIBA SPECIALTY CHEMICALS PLC

By:



For and on behalf of
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH


                                       36
<PAGE>
By:



For and on behalf of
CIBA SPECIALTY CHEMICALS EUROFINANCE PLC

By:



For and on behalf of CIBA SPECIALTY CHEMICALS HOLDING INC.



By:                                 By:

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

JPMorgan Chase Bank (Agent)


                                       37
<PAGE>
                                   APPENDIX 6

                         FORM OF SUBSCRIPTION AGREEMENT

                              [CURRENCY AND AMOUNT]

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

                             [DESCRIPTION OF NOTES]

                  UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
                      CIBA SPECIALTY CHEMICALS HOLDING INC.

[DATE]



To:   [                   ]

      (the MANAGERS)

c/o   [                   ]

      (the LEAD MANAGER)

Dear Sirs,

[CIBA SPECIALTY CHEMICALS CORPORATION] [CIBA SPECIALTY CHEMICALS PLC] [CIBA
SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH] [CIBA SPECIALTY CHEMICALS
EUROFINANCE LTD.] (the ISSUER) proposes to issue [CURRENCY AND AMOUNT]
[DESCRIPTION OF NOTES] (the NOTES) unconditionally and irrevocably guaranteed by
CIBA SPECIALTY CHEMICALS HOLDING INC. (the GUARANTOR) pursuant to its
U.S.$2,000,000,000 Euro Medium Term Note Program. The terms of the issue shall
be as set out in the form of Pricing Supplement attached to this Agreement as
Annex 1.

This Agreement is supplemental to the amended and restated Program Agreement
(such agreement, as amended from time to time, the PROGRAM AGREEMENT) dated 27th
March, 2003 made between CIBA SPECIALTY CHEMICALS CORPORATION, CIBA SPECIALTY
CHEMICALS PLC, CIBA SPECIALITY CHEMICALS EUROFINANCE LTD. and CIBA
SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (together the ISSUERS), the
Guarantor and the Dealers party thereto. All terms with initial capitals used
herein without definition have the meanings given to them in the Program
Agreement.

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


1.    *[Conditions Precedent

--------
* Delete this paragraph for a Dealer-only syndicate.


                                       38
<PAGE>
      This Agreement appoints each Manager which is not a party to the Program
      Agreement (each a NEW DEALER) as a Dealer under the Program Agreement for
      the purposes of the issue of the Notes. The Lead Manager confirms that it
      is in receipt of the documents referenced below:

      (a)   a copy of the Program Agreement;

      (b)   a copy of all documents referred to in Appendix 1 of the Program
            Agreement; and

      (c)   a copy of the Agency Agreement;

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

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

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

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

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

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

3.    The net purchase money in respect of the Notes, namely the sum of [ ]
      (representing the Subscription Price, less the amount payable in respect
      of the Managers' expenses specified in Clause 4 hereof) will be paid by
      the Lead Manager on behalf of the Managers to the Issuer at [ ] hours
      (London time) on [ ], or at such other time and/or date as the Issuer and
      the Lead Manager on behalf of the Managers may agree (the CLOSING DATE)
      against delivery to a common depositary for Clearstream, Luxembourg and
      Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any
      successor to the business thereof of a temporary global note representing
      the Notes, in the manner contemplated in the Program Agreement.

4.    The Issuer or, failing the Issuer, the Guarantor shall bear and pay all
      costs and expenses incurred in or in connection with the printing of the
      Notes, this Agreement and the Pricing Supplement prepared in connection
      with the issue of the Notes, the listing of the Notes on the [ ] Stock
      Exchange and making initial delivery of the Notes. In addition, the Issuer
      or,


                                       39
<PAGE>
      failing the Issuer, the Guarantor agrees to pay to the Lead Manager [ ] in
      respect of reasonable legal, travelling, telex, facsimile, telephone,
      postage and costs of any publicity agreed in writing by the Issuer or the
      Guarantor incurred and to be incurred by the Managers in connection with
      the preparation and management of the issue and distribution of the Notes
      which sum may be deducted from the Subscription Price as provided in
      Clause 3 hereof.

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

      (a)   the conditions set out in subclause 3.2 (other than that set out in
            subclause 3.2(f)) of the Program Agreement being satisfied as of the
            Closing Date and without prejudice to the aforesaid, the Offering
            Circular dated [ ] [, as supplemented by [ ],] containing all
            material information relating to the assets and liabilities,
            financial position and profits and losses of the Issuer [and the
            Guarantor/Parent] and nothing having happened or being expected to
            happen which would require the Offering Circular [, as so
            supplemented,] to be [further] supplemented or updated; and

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

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

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

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

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

      If any of the foregoing conditions is not satisfied on or before the
      Closing Date, this Agreement shall terminate on such date and the parties
      hereto shall be under no further liability arising out of this Agreement
      (except for the liability of the Issuer and the Guarantor in relation to
      expenses as provided in Clause 4 and except for any liability arising
      before or in relation to such termination), provided that the Lead
      Manager, on behalf of the Managers, may in its discretion waive any of the
      aforesaid conditions (other than the conditions precedent contained in
      subclause 3.2(c) of the Program Agreement) or any part of them.

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


                                       40
<PAGE>
7.    (a)   The Lead Manager, on behalf of the Managers, may, after consultation
            with the Issuer and the Guarantor if practicable and by notice to
            the Issuer and the Guarantor, terminate this Agreement at any time
            prior to payment of the net purchase money to the Issuer if in the
            opinion of the Lead Manager there shall have been such a change in
            national or international financial, political or economic
            conditions or currency exchange rates or exchange controls as would
            in the view of the Lead Manager be likely to prejudice materially
            the success of the offering and distribution of the Notes (whether
            in the primary market or in respect of dealings in the Notes in the
            secondary market).

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

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

      (b)   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.

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

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


                                       41
<PAGE>
Please confirm that this letter correctly sets out the arrangements agreed
between us.

Yours faithfully,

For: [Issuer]

By:



For: CIBA SPECIALTY CHEMICALS HOLDING INC.

By:                                      By:



We agree to the foregoing.

For: [

                        ]

By:


                                       42
<PAGE>
                                     ANNEX 1

                          [FORM OF PRICING SUPPLEMENT]


                                       43
<PAGE>
                                   APPENDIX 7

                            FORM OF DEED OF COVENANT

THIS DEED OF COVENANT is made on 27th March, 2003 by each of Ciba Specialty
Chemicals Corporation, Ciba Specialty Chemicals PLC, Ciba Spezialitatenchemie
Holding Deutschland GmbH and Ciba Specialty Chemicals Eurofinance Ltd. (each an
Issuer) in favour of the account holders of Clearstream Banking, societe anonyme
(CLEARSTREAM, LUXEMBOURG) and Euroclear Bank S.A./N.V. as operator of the
Euroclear System (EUROCLEAR), or any successor to the business thereof or any
other additional clearing system or systems as are specified in the Pricing
Supplement relating to any Note (as defined below) (each a CLEARING SYSTEM).

WHEREAS:

(a)   Each Issuer has entered into an amended and restated Program Agreement
      (the PROGRAM AGREEMENT, which expression includes the same as it may be
      amended, supplemented, novated or restated from time to time) dated 27th
      March, 2003 with Ciba Specialty Chemicals Holding Inc. (the GUARANTOR) and
      the Dealers named therein under which the relevant Issuer proposes from
      time to time to issue Euro Medium Term Notes (the NOTES), which amends and
      restates the amended and restated program agreement dated 16th June, 2000
      with Ciba Specialty Chemicals Corporation, Ciba Specialty Chemicals PLC,
      Ciba Spezialitatenchemie Holdings Deutschland GmbH, Ciba Specialty
      Chemicals Eurofinance Ltd., the Guarantor and the Dealers named therein
      (the PRINCIPAL PROGRAM AGREEMENT).

(b)   Each Issuer has also entered into an amended and restated Agency Agreement
      (the AGENCY AGREEMENT, which expression includes the same as it may be
      amended, supplemented, novated or restated from time to time) dated 27th
      March, 2003 between, inter alios, the Issuer and JPMorgan Chase Bank (the
      AGENT).

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

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

(e)   In certain circumstances specified in each Global Note, a Global Note will
      become void. The time at which a Global Note becomes void is hereinafter
      referred to as the RELEVANT TIME. In such circumstances each Relevant
      Account Holder will, subject to and in accordance with the terms of this
      Deed, acquire against the relevant Issuer all those rights which such
      Relevant Account Holder would have had if, prior to the Global Note
      becoming void, duly executed


                                       44
<PAGE>
      and authenticated Definitive Note(s) (as defined in the Agency Agreement)
      and, if the Notes are repayable in instalments, receipts in respect
      thereof (the RECEIPTS) and interest coupons (the COUPONS) appertaining to
      the Definitive Note(s) (if appropriate) had been issued in respect of its
      Underlying Note(s) and such Definitive Notes(s), Receipts (if appropriate)
      and Coupons (if appropriate) were held and beneficially owned by such
      Relevant Account Holder.

(f)   The obligations of each Issuer under this Deed have been guaranteed by the
      Guarantor pursuant to the amended and restated Deed of Guarantee (the
      GUARANTEE) executed by the Guarantor on 27th March, 2003 and an executed
      copy of the Guarantee has been deposited with and shall be held by the
      Agent for the time being for the Notes. A copy of the Guarantee shall be
      available for inspection at the office of the Agent for the time being
      (being at the date hereof at Trinity Tower, 9 Thomas More Street, London
      E1 9YT).

(g)   This Deed of Covenant amends and restates the amended and restated Deed of
      Covenant entered into by Ciba Specialty Chemicals Corporation, Ciba
      Specialty Chemicals PLC and Ciba Spezialitatenchemie Holding Deutschland
      GmbH dated 27th March, 2002. This Deed of Covenant does not affect any
      Notes issued pursuant to the Principal Program Agreement prior to the date
      hereof.

      NOW THIS DEED WITNESSES AS FOLLOWS:

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

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

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

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

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

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


                                       45
<PAGE>
4.    (a)   Where the Issuer is Ciba Specialty Chemicals Corporation:

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

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

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

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

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

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

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

            (iii) any tax, assessment or governmental charge that would not have
                  been imposed or withheld but for the failure of the Relevant
                  Account Holder, if required, to comply with certification,
                  identification or information reporting requirements under
                  United States income tax laws, without regard to any tax
                  treaty, with respect to the payment, concerning the
                  nationality, residence,


                                       46
<PAGE>
                  identity or connection with the United States of the Relevant
                  Account Holder or a beneficial owner of such Underlying Note
                  or Coupon, if such compliance is required by United States
                  income tax laws, without regard to any tax treaty, as a
                  precondition to relief or exemption from such tax, assessment
                  or governmental charge;

            (iv)  any tax, assessment or governmental charge that would not have
                  been so imposed or withheld but for the presentation by the
                  holder of such Underlying Note or Coupon for payment on a date
                  more than 30 days after the Relevant Date (as defined in the
                  Terms and Conditions of the Underlying Note) except to the
                  extent that the holder thereof would have been entitled to
                  such additional amounts on presenting the same for payment on
                  the last day of such 30 day period;

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

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

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

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

            (ix)  any Underlying Note, Receipt or Coupon presented for payment
                  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; or

            (x)   any Underlying Note, Receipt or Coupon 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,
                  Receipt or Coupon to another Paying Agent in a Member State of
                  the EU.

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

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

            All payments in respect of the Underlying Note, Receipt or Coupon by
            the Issuer will be made without withholding or deduction for or on
            account of any present or future


                                       47
<PAGE>
            taxes or duties of whatever nature imposed or levied by or on behalf
            of Germany or any state (Bundesland), municipality or other
            political subdivision or any authority thereof or therein having
            power to tax, unless such withholding or deduction is required by
            law. In such event, the Issuer will pay such additional amounts as
            shall be necessary in order that the net amounts received by the
            Relevant Account Holders after such withholding or deduction shall
            equal the amounts which would otherwise have been receivable in
            respect of the Underlying Note, Receipt or Coupon in the absence of
            such withholding or deduction; except that no such additional
            amounts shall be payable with respect to any Underlying Note,
            Receipt or Coupon to or to the order of a Relevant Account Holder
            who is liable for such taxes or duties in respect of such Underlying
            Note, Receipt or Coupon by reason of his having some connection with
            Germany other than the mere holding of such Underlying Note, Receipt
            or Coupon or with respect to any Underlying Note, Receipt or Coupon
            presented for payment to a paying agent which is required to deduct
            or withhold an amount for or on account of such taxes or duties if
            such amount can be paid without any deduction or withholding for or
            on account of any taxes or duties by any other paying agent or in
            respect to any Underlying Note, Receipt or Coupon presented for
            payment to a paying agent more than 30 days after the Relevant Date
            (as defined in the Terms and Conditions of the Underlying Note)
            except to the extent that the holder thereof would have been
            entitled to such additional amounts on presenting the same for
            payment on such thirtieth day or 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 or with respect to
            any Underlying Note, Receipt or Coupon presented for payment to a
            paying agent by or on behalf of a holder who would have been able to
            avoid such withholding or deduction by presenting the relevant
            Underlying Note, Receipt or Coupon to another paying agent in a
            Member State of the EU. Any advance income tax (Zinsabschlagsteuer)
            levied in Germany as well as the solidarity surcharge
            (Solidaritatszuschlag) imposed thereon do not constitute a
            withholding or deduction within the meaning of this Clause 4(a)(b).

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

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


                                       48
<PAGE>
            for payment to a paying agent more than 30 days after the Relevant
            Date (as defined in the Terms and Conditions of the Underlying Note)
            except to the extent that the holder thereof would have been
            entitled to such additional amounts on presenting the same for
            payment on such thirtieth day or 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 or with respect to
            any Underlying Note presented for payment to a paying agent by or on
            behalf of a holder who would have been able to avoid such
            withholding or deduction by presenting the relevant Underlying Note,
            Receipt or Coupon to another paying agent in a Member State of the
            EU.

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

            All payments by the Issuer in respect of the Underlying Note,
            Receipt or Coupon shall be made without withholding or deduction for
            or on account of any present or future tax, duty or charge of
            whatever nature imposed or levied by or on behalf of Bermuda, or any
            authority thereof or therein having power to tax unless the
            withholding or deduction is required by law. In that event, the
            Issuer shall pay such additional amounts as will result (after such
            withholding or deduction) in the receipt by the Relevant Account
            Holders of the sums which would have been receivable (in the absence
            of such withholding or deduction) from the Issuer in respect of
            their Underlying Note, Receipt or Coupon ; except that no such
            additional amounts shall be payable with respect to any Underlying
            Note to or to the order of any person liable to such tax, duty or
            charge in respect of such Underlying Note, Receipt or Coupon by
            reason of his having some connection with Bermuda other than the
            mere holding or ownership of such Underlying Note or with respect to
            any Underlying Note, Receipt or Coupon presented for payment to a
            paying agent more than 30 days after the Relevant Date (as defined
            in the Terms and Conditions of the Underlying Note) except to the
            extent that the holder thereof would have been entitled to such
            additional amounts on presenting the same for payment on such
            thirtieth day or 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 or with respect to any Underlying Note
            presented for payment to a paying agent by or on behalf of a holder
            who would have been able to avoid such withholding or deduction by
            presenting the relevant Underlying Note, Receipt or Coupon to
            another paying agent in a Member State of the EU.

5.    Each Issuer hereby warrants, represents and covenants with each Relevant
      Account Holder that it has all corporate power, and has taken all
      necessary corporate or other steps, to enable it to execute, deliver and
      perform this Deed, and that this Deed constitutes a legal, valid and
      binding obligation of the relevant Issuer enforceable in accordance with
      its terms subject to the laws of bankruptcy and other laws affecting the
      rights of creditors generally.

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


                                       49
<PAGE>
7.    Each Issuer hereby acknowledges the right of every Relevant Account Holder
      to the production of, and the right of every Relevant Account Holder to
      obtain (upon payment of a reasonable charge) a copy of, this Deed, and
      further acknowledges and covenants that the obligations binding upon it
      contained herein are owed to, and shall be for the account of, each and
      every Relevant Account Holder, and that each Relevant Account Holder shall
      be entitled severally to enforce the said obligations against the relevant
      Issuer.

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

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

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

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

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


                                       50
<PAGE>
                                   SIGNATORIES


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

Witness's
Signature       ________________________________

Name            ________________________________

Address         ________________________________

                ________________________________




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

Witness's
Signature       ________________________________

Name            ________________________________

Address         ________________________________

                ________________________________


                                       51
<PAGE>
EXECUTED as a Deed by CIBA                 )
SPEZIALITATENCHEMIE                        )
HOLDING DEUTSCHLAND GMBH                   )
acting by                                  )
and                                        )
acting under the authority of that company )
in the presence of:                        )

Witness's
Signature       ________________________________

Name            ________________________________

Address         ________________________________

                ________________________________





EXECUTED as a Deed under                   )
Seal by CIBA SPECIALTY CHEMICALS           )
EUROFINANCE LTD.                           )
and SIGNED AND DELIVERED as                )
a deed on its behalf by                    )

pursuant to a power of attorney dated 26th )
March, 2002                                )
in the presence of:                        )

Witness's
Signature       ________________________________

Name            ________________________________

Address         ________________________________

                ________________________________


                                       52
<PAGE>
THE ISSUERS

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

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

By:   KIRK ERSTLING           OLIVER STRUB



CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

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

By:   KIRK ERSTLING           OLIVER STRUB



CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

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

By:   KIRK ERSTLING           OLIVER STRUB


                                       53
<PAGE>
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
c/o Reid Management Limited
4th Floor
Windsor Place
22 Queen Street
PO Box HM1179
Hamilton HMEX
Bermuda

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

By:   KIRK ERSTLING           OLIVER STRUB



THE GUARANTOR

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

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

By:   KIRK ERSTLING           OLIVER STRUB



THE DEALERS

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

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


DEUTSCHE BANK AG LONDON

Winchester House
1 Great Winchester Street
London EC2N 2DB

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


                                       54
<PAGE>
GOLDMAN SACHS INTERNATIONAL

Peterborough Court
133 Fleet Street
London EC4A 2BB

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


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

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


Each by its duly authorised signatory: KARIN FORSTER



UBS LIMITED
100 Liverpool Street
London EC2M 2RH

Telephone: 44 20 7567 2479

Telefax:   44 20 7568 3349
Attention: MTNs and Private Placements


By:   KARIN FORSTER     By:   AKSHATA RAO


                                       55