EXHIBIT 4-4



                                AGENCY AGREEMENT

                                in respect of a

                         EURO MEDIUM TERM NOTE PROGRAM

THIS AGREEMENT is made on 16th June, 2000 BETWEEN:

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

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

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

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

(5)  THE CHASE MANHATTAN BANK of Trinity Tower, 9 Thomas More Street, London E1
     9YT (the "Agent", which expression shall include any successor agent
     appointed in accordance with clause 21); and

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

WHEREAS:

(A)  CIBA US, CIBA UK, CIBA Germany (each an "Issuer" and together, the
     "Issuers") and the Guarantor have entered into an amended and restated
     program agreement dated 16th June, 2000 (the "Program Agreement") with the
     Dealers named therein pursuant to which the Issuer may issue Euro Medium
     Term Notes (the "Notes") in an aggregate nominal amount outstanding at any
     time of up to U.S.$2,000,000,000 (or its equivalent in other currencies).
     The Program Agreement amends and restates the amended and restated program
     agreement entered into by CIBA US, CIBA UK, CIBA Germany, Ciba Specialty
     Chemicals Investment Ltd. and the Guarantor dated 9th July, 1999 with the
     Dealers named therein.

(B)  CIBA US, CIBA UK, CIBA Germany, Ciba Specialty Chemicals Investment Ltd.,
     the Guarantor, the Agent and the Paying Agents (the "Principal Parties")
     entered into an amended and restated Agency Agreement (the "Principal
     Agency Agreement") dated 9th July, 1999 in respect of U.S.$2,000,000,000
     Euro Medium Term Note Program.


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

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

IT IS HEREBY AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

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

(2)  Without prejudice to the foregoing:

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

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

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

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

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

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

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


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

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

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

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

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

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
     office, as operator of the Euroclear System, or any successor to the
     business thereof;

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

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

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

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

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


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

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

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

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

     "ISDA Definitions " mean the 1991 ISDA Definitions (as supplemented by the
     1998 Supplement and the 1998 ISDA Euro Definitions), each as amended and
     updated as at the Issue Date of the first Tranche of Notes of the relevant
     Series and published by the International Swaps and Derivatives
     Association, Inc.;

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

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

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

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

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


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

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

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

     PROVIDED THAT for each of the following purposes, namely:

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

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


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

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

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

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

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

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

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

     "Replacement Agent" means the Paying Agent in Luxembourg;

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

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

     "Subsidiary" means any entity which is a subsidiary within the meaning of
     Section 736 of the Companies Act 1985;


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

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

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

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

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

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

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

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

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

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

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

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

(9)  All references in this Agreement to an agreement, instrument or other
     document (including, without limitation, this Agreement, the Program
     Agreement, the Deed of Covenant, the


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     Guarantee, the Procedures Memorandum, the Notes and any Conditions
     appertaining thereto) shall be construed as a reference to that agreement,
     instrument or document as the same may be amended, modified, varied or
     supplemented from time to time.

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

2.   APPOINTMENT OF AGENT AND PAYING AGENTS

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

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

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

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

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

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

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

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

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

     (i)  subject to the Procedures Memorandum, submitting to the relevant Stock
          Exchange such number of copies of each Pricing Supplement which
          relates to Notes which are to be listed as it may reasonably require;

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

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


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

3.   ISSUE OF TEMPORARY GLOBAL NOTES

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

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

     (b)  authenticate such Temporary Global Note;

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

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

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

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

     (b)  a master Permanent Global Note for Notes issued pursuant to the UK
          Banking Act 1987 (Exempt Transactions) Regulations 1997 and a master
          Permanent Global Note for other Notes, each duly executed by a person
          or persons authorised to execute the


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                                       10



          same on behalf of the relevant Issuer, which may be used by the Agent
          for the purpose of preparing a Permanent Global Note in accordance
          with clause 4 below.

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

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

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

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

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

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

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

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

     (b)  In the case of a Tranche in respect of which there is more than one
          Dealer but is not issued on a syndicated basis, the Agent will
          determine the end of the Distribution


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                                       11



          Compliance Period in respect of such Tranche as being the fortieth day
          (or such later day as may be specified in the applicable Pricing
          Supplement) following the latest of the dates certified by all the
          relevant Dealers to the Agent as being the respective dates as of
          which distribution of the Notes of that Tranche purchased by each such
          Dealer was completed.

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

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

5.   ISSUE OF DEFINITIVE NOTES

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

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

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

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

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

6.   TERMS OF ISSUE

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


<PAGE>


                                       12


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

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

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

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

7.   PAYMENTS

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


<PAGE>


                                       13



     payment system as the Agent and the relevant Issuer or, as the case may be,
     the Guarantor may agree.

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

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

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

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

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

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

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

(6)  Without prejudice to sub-clauses (4) and (5), if the Agent pays any amounts
     to the holders of Notes, Receipts or Coupons or to any Paying Agent at a
     time when it has not received payment in full in respect of the relevant
     Notes in accordance with sub-clause (1) (the excess of the amounts so paid
     over the amounts so received being the "Shortfall"), the relevant


<PAGE>


                                       14



     Issuer (failing which the Guarantor) will, in addition to paying amounts
     due under sub-clause (1), pay to the Agent on demand interest (at a rate
     which represents the Agent's cost of funding the Shortfall as evidenced to
     the relevant Issuer and the Guarantor by the provision of details of the
     calculation of the cost of funding) on the Shortfall (or the unreimbursed
     portion thereof) until the receipt in full by the Agent of the Shortfall.

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

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

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

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

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

(1)  Determinations and Notifications

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

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

     (c)  The Agent shall promptly notify (and confirm in writing to) the
          relevant Issuer, the Guarantor, the other Paying Agents and (in
          respect of a Series of Notes listed on a Stock Exchange) the relevant
          Stock Exchange and Listing Agent of, inter alia, each Rate of
          Interest, Interest Amount and Interest Payment Date and all other
          amounts,


<PAGE>


                                       15



          rates and dates which it is obliged to determine or calculate under
          the Conditions as soon as practicable after the determination thereof
          and of any subsequent amendment thereto pursuant to the Conditions.

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

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

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

(2)  Interest Determination, Screen Rate Determination including Fallback
     Provisions

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

          (i)  the offered quotation; or

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

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


<PAGE>


                                       16

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

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

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


<PAGE>


                                       17



9.   NOTICE OF ANY WITHHOLDING OR DEDUCTION

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

10.  DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION

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

(2)  If some only of the Notes are to be redeemed on such date, the Agent shall
     make the required drawing in accordance with the Conditions but shall give
     the relevant Issuer reasonable notice of the time and place proposed for
     such drawing and the relevant Issuer shall be entitled to send
     representatives to attend such drawing.

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

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


<PAGE>


                                       18



     option, each Paying Agent shall promptly notify the Agent of the principal
     amount of the Notes in respect of which such option has been exercised with
     it together with their serial numbers and the Agent shall promptly notify
     such details to the relevant Issuer.

11.  RECEIPT AND PUBLICATION OF NOTICES

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

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

12.  CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS

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

(2)  A certificate stating:

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

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

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

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

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

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

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


<PAGE>


                                       19



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

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

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

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

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

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

(4)  The Replacement Agent shall not issue any replacement Note, Receipt, Coupon
     or Talon unless and until the claimant therefor shall have:

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

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

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

(5)  The Replacement Agent shall cancel any mutilated or defaced Notes,
     Receipts, Coupons and Talons in respect of which replacement Notes,
     Receipts, Coupons and Talons have been


<PAGE>


                                       20



     issued pursuant to this clause and shall furnish the relevant Issuer and
     the Guarantor with a certificate stating the serial numbers of the Notes,
     Receipts, Coupons and Talons so cancelled and, unless otherwise instructed
     by the relevant Issuer in writing, shall destroy such cancelled Notes,
     Receipts, Coupons and Talons and furnish the relevant Issuer and the
     Guarantor with a destruction certificate containing the information
     specified in sub-clause 12(3).

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

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

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

14.  COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION

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

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

15.  MEETINGS OF NOTEHOLDERS

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

(2)  Without prejudice to sub-clause (1), each of the Agent and the other Paying
     Agents on the request of any Noteholder shall issue voting certificates and
     block voting instructions in accordance with Schedule 4 and shall forthwith
     give notice to the relevant Issuer and the Guarantor in writing of any
     revocation or amendment of a block voting instruction. Each of the Agent
     and the other Paying Agents will keep a full and complete record of all
     voting


<PAGE>


                                       21



     certificates and block voting instructions issued by it and will, not less
     than 24 hours before the time appointed for holding a meeting or adjourned
     meeting, deposit at such place as the Agent shall designate or approve,
     full particulars of all voting certificates and block voting instructions
     issued by it in respect of such meeting or adjourned meeting.

16.  COMMISSIONS AND EXPENSES

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

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

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

17.  INDEMNITY

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

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


<PAGE>


                                       22



18.  REPAYMENT BY THE AGENT

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

19.  CONDITIONS OF APPOINTMENT

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

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

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

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

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

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

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

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

(6)  Any of the Agent and the other Paying Agents and their officers, directors
     and employees may become the owner of, or acquire any interest in, any
     Notes, Receipts, Coupons or Talons with the same rights that it or he would
     have if the Agent or the relevant other Paying Agent, as the case may be,
     concerned were not appointed hereunder, and may engage or be


<PAGE>


                                       23



     interested in any financial or other transaction with any Issuer or the
     Guarantor and may act on, or as depositary, trustee or agent for, any
     committee or body of holders of Notes or Coupons or in connection with any
     other obligations of any Issuer or the Guarantor as freely as if the Agent
     or the relevant other Paying Agent, as the case may be, were not appointed
     hereunder.

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

20.  COMMUNICATION BETWEEN THE PARTIES

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

21.  CHANGES IN AGENT AND OTHER PAYING AGENTS

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

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

     (b)  there will at all times be a Paying Agent (which may be the Agent)
          with a specified office in a city in continental Europe; and

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

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

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

(3)  The Agent may (subject as provided in sub-clause (4) below) be removed at
     any time by the Issuers and the Guarantor on at least 45 days' notice by
     the filing with it of an instrument in


<PAGE>


                                       24



     writing signed on behalf of the Issuers and the Guarantor specifying such
     removal and the date when it shall become effective.

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

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

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

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

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

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

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


<PAGE>


                                       25



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

22.  MERGER AND CONSOLIDATION

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

23.  NOTIFICATION OF CHANGES TO PAYING AGENTS

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

24.  CHANGE OF SPECIFIED OFFICE

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


<PAGE>


                                       26



25.  NOTICES

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

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

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

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

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

     Klybeckstrasse 141
     CH-4002 Basle

     Telephone:    41 61 636 2794
     Telefax:      41 61 636 6828
     Attention:    Head of Capital Markets

26.  TAXES AND STAMP DUTIES

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

27.  CURRENCY INDEMNITY

     If, under any applicable law and whether pursuant to a judgment being made
     or registered against any Issuers and/or the Guarantor or in the
     liquidation, insolvency or analogous process of any Issuer and/or the
     Guarantor or for any other reason, any payment under or in connection with
     this Agreement is made or falls to be satisfied in a currency (the "other
     currency") other than that in which the relevant payment is expressed to be
     due (the "required currency") under this Agreement, then, to the extent
     that the payment (when converted into the required currency at the rate of
     exchange on the date of payment or, if it is not practicable for the Agent
     or the relevant other Paying Agent to purchase the required currency with
     the other currency on the date of payment, at the rate of exchange as soon
     thereafter as it is practicable for it to do so or, in the case of a
     liquidation, insolvency or analogous process at the rate of exchange on the
     latest date permitted by applicable law for


<PAGE>


                                       27



     the determination of liabilities in such liquidation, insolvency or
     analogous process) actually received by the Agent or the relevant other
     Paying Agent falls short of the amount due under the terms of this
     Agreement, the relevant Issuer and the Guarantor each undertakes that it
     shall, as a separate and independent obligation, indemnify and hold
     harmless the Agent and each other Paying Agent against the amount of such
     shortfall. For the purpose of this clause, "rate of exchange" means the
     rate at which the Agent or the relevant other Paying Agent is able on the
     relevant date to purchase the required currency with the other currency and
     shall take into account any premium and other costs of exchange. The
     parties hereto understand and agree that in the event that the required
     currency is replaced by the Euro after the date hereof, the Euro will not
     be considered an "other currency" for the purposes of this clause 27.

28.  AMENDMENTS

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

29.  DESCRIPTIVE HEADINGS

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

30.  GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

(2)  This Agreement does not create any right under the Contracts (Rights of
     Third Parties) Act 1999 which is enforceable by any person who is not a
     party to this Agreement.

(3)  Each party hereto hereby irrevocably agrees, for the exclusive benefit of
     the other parties hereto, that the courts of England are to have
     jurisdiction to settle any disputes which may arise out of or in connection
     with this Agreement and that accordingly any suit, action or proceedings
     (together referred to as "Proceedings") arising out of or in connection
     with this Agreement may be brought in such courts. Each party hereto hereby
     irrevocably waives any objection which it may have now or hereafter to the
     laying of the venue of any such Proceedings in any such court and any claim
     that any such Proceedings have been brought in an inconvenient forum and
     hereby further irrevocably agrees that a judgment in any such Proceedings
     brought in the English courts shall be conclusive and binding upon it and
     may be enforced in the courts of any other jurisdiction (subject to the
     laws of the jurisdiction in which enforcement is sought). Nothing contained
     in this clause shall limit any right to take Proceedings against any party
     hereto in any other court of competent jurisdiction (outside the
     Contracting States as defined in section 1(3) of the Civil Jurisdiction and
     Judgments Act


<PAGE>


                                       28



     1982), nor shall the taking of Proceedings in one or more jurisdictions
     preclude the taking of Proceedings in any other jurisdiction, whether
     concurrently or not (subject to the laws of the relevant jurisdictions).
     Each of CIBA US, CIBA Germany and the Guarantor each hereby appoints CIBA
     UK as its agent for service of process, and undertakes that, in the event
     of CIBA UK ceasing so to act or ceasing to be registered in England, it
     will appoint another person, as the Agent may approve, as its agent for
     service of process in England in respect of any Proceedings. The
     Replacement Agent hereby appoints the Agent as its agent for service of
     process, and undertakes that, in the event of the Agent ceasing so to act
     or ceasing to be registered in England, it will appoint another person, as
     the Guarantor may approve, as its agent for service of process in England
     in respect of any Proceedings. Nothing herein shall affect the right to
     serve process in any other manner permitted by law.

31.  COUNTERPARTS

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

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


<PAGE>


                                       29



                                   APPENDIX A

                      FORM OF CALCULATION AGENCY AGREEMENT




                                Dated [ ], 2[ ]




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

                                     - and -

                     CIBA SPECIALTY CHEMICALS HOLDING INC.
                                  as Guarantor




                         EURO MEDIUM TERM NOTE PROGRAM








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










                                 ALLEN & OVERY
                                   London


<PAGE>


                                       30



                          CALCULATION AGENCY AGREEMENT

                                in respect of a

                         EURO MEDIUM TERM NOTE PROGRAM


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

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

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

(3)  [ ] of [ ] (the "Calculation Agent", which expression shall include its
     successor or

WHEREAS:

(A)  The Issuer, the Guarantor and certain other subsidiaries of the Guarantor
     have entered into an amended and restated program agreement with the
     Dealers named therein dated 16th June, 2000 under which the Issuer and such
     other subsidiaries may issue Euro Medium Term Notes ("Notes").

(B)  The Notes will be issued subject to and with the benefit of an amended and
     restated agency agreement (the "Agency Agreement") dated 16th June, 2000
     and entered into between the Issuer, the Guarantor, such other
     subsidiaries, The Chase Manhattan Bank as Agent (the "Agent" which
     expression shall include its successor or successors for the time being
     under the Agency Agreement) and the other parties named therein.

NOW IT IS HEREBY AGREED that:

1.   APPOINTMENT OF THE CALCULATION AGENT

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

2.   DUTIES OF CALCULATION AGENT

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


<PAGE>


                                       31



3.   EXPENSES

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

4.   INDEMNITY

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

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

5.   CONDITIONS OF APPOINTMENT

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

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

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

(4)  The Calculation Agent shall be protected and shall incur no liability for
     or in respect of any action taken, omitted or suffered in reliance upon any
     instruction, request or order from the Issuer or the Guarantor or any
     notice, resolution, direction, consent, certificate, affidavit, statement,
     cable, telex or other paper or document which it reasonably believes to be
     genuine


<PAGE>


                                       32



     and to have been delivered, signed or sent by the proper party or parties
     or upon written instructions from the Issuer or the Guarantor.

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

6.   TERMINATION OF APPOINTMENT

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

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

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

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

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

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

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

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

(4)  The Calculation Agent may resign its appointment hereunder at any time by
     giving to the Issuer and the Guarantor at least 90 days' prior written
     notice to that effect. Following receipt


<PAGE>


                                       33

     of a notice of resignation from the Calculation Agent, the Issuer or the
     Guarantor shall promptly give notice thereof to the holders of the Relevant
     Notes in accordance with the Conditions.

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

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

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

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

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

7.   NOTICES

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

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


<PAGE>


                                       34



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

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

8.   DESCRIPTIVE HEADINGS AND COUNTERPARTS

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

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

9.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

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


<PAGE>


                                       35



(3)  This Agreement does not create any right under the Contracts (Rights of
     Third Parties) Act 1999 which is enforceable by any person who is not a
     party to this Agreement.

IN WITNESS whereof this Agreement has been entered into the day and year first
above written..36


<PAGE>


                                       36



                  SCHEDULE TO THE CALCULATION AGENCY AGREEMENT

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


<PAGE>


                                       37



Issuer

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

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



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

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



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

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

By:



Guarantor

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

Telephone:      00 41 61 636 2794
Telefax No:     00 41 61 636 6828
Attention:      Head of Capital Markets

By:                                     By:


<PAGE>


                                       38



Calculation Agent

[
                        ]

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


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

[Name of Luxembourg incorporated Calculation Agent]

By:


<PAGE>


                                       39



                                     AGENT

                            The Chase Manhattan Bank
                                 Trinity Tower
                              9 Thomas More Street
                                 London E1 9YT

                                  PAYING AGENT

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

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


<PAGE>


                                       40



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

                                     PART I

                         FORM OF TEMPORARY GLOBAL NOTE

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

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

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

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

________________________

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

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

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

4    Delete as applicable.


<PAGE>


                                       41



HOLDING INC. WHICH IS NEITHER AN AUTHORISED INSTITUTION NOR A EUROPEAN
AUTHORISED INSTITUTION.]5

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

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

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

                  unconditionally and irrevocably guaranteed by

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

                             TEMPORARY GLOBAL NOTE


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

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

This Global Note is issued subject to, and with the benefit of, the Conditions
and an amended and restated Agency Agreement (the "Agency Agreement", which
expression shall be construed as a reference to that agreement as the same may
be amended, supplemented or restated from time to time) dated 16th June, 2000
and made between, inter alia, the Issuer, the Guarantor, The Chase Manhattan
Bank (the "Agent") and the other agents named therein.

For value received the Issuer, subject to and in accordance with the Conditions,
promises to pay to the bearer hereof on each Instalment Date (if the Notes are
repayable in instalments) and on the Maturity Date and/or on such earlier
date(s) as all or any of the Notes represented by this Global Note may become
due and repayable in accordance with the Conditions, the amount payable under
the Conditions in respect of such Notes on each such date and to pay interest
(if any) on the nominal amount of the Notes from time to time represented by
this Global Note calculated and payable as

________________________

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


<PAGE>


                                       42



provided in the Conditions together with any other sums payable under the
Conditions, upon presentation and, at maturity, surrender of this Global Note at
the office of the Agent at Trinity Tower, 9 Thomas More Street, London E1 9YT or
at the specified office of any of the other paying agents located outside the
United States (except as provided in the Conditions) from time to time appointed
by the Issuer and the Guarantor in respect of the Notes, but in each case
subject to the requirements as to certification provided herein. On any
redemption or payment of an instalment or interest being made in respect of, or
purchase and cancellation of, any of the Notes represented by this Global Note
details of such redemption, payment or purchase and cancellation (as the case
may be) shall be entered by or on behalf of the Issuer in Schedule One hereto
and the relevant space in Schedule One hereto recording any such redemption,
payment or purchase and cancellation (as the case may be) shall be signed by or
on behalf of the Issuer.

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

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

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

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


<PAGE>


                                       43



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

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

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

In the event that this Global Note (or any part hereof) has become due and
repayable in accordance with the Conditions or that the Maturity Date has
occurred and, in either case, payment in full of the amount due has not been
made to the bearer in accordance with the foregoing then, unless within the
period of fifteen days commencing on the relevant due date payment in full of
the amount due in respect of this Global Note is received by the bearer in
accordance with the foregoing, this Global Note will become void at 8.00 p.m.
(London time) on such fifteenth day and the bearer will have no further rights
under this Global Note (but without prejudice to the rights which the bearer or
any other person may have under the amended and restated Deed of Covenant
executed, inter alia, by the Issuer on 16th June, 2000 in respect of the Euro
Medium Term Notes issued under the Program Agreement pursuant to which this
Global Note is issued).

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

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

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

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

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


<PAGE>


                                       44



Authenticated without recourse,
warranty or liability by

THE CHASE MANHATTAN BANK

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


<PAGE>


                                       45



                   Schedule One to the Temporary Global Note

                                     PART I

                               INTEREST PAYMENTS

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

_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________


<PAGE>


                                       46



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

_________    _________________   ____________________  ________________________
_________    _________________   ____________________  ________________________


<PAGE>


                                       47



                                    PART II

                         PAYMENT OF INSTALMENT AMOUNTS


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

________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________

________________________

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


<PAGE>


                                       48


<PAGE>


                                       49



                                    PART III

                                  REDEMPTIONS


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

________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________
________  _____________   _____________    _________________   _________________



________________________

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


<PAGE>


                                       50



                                    PART IV

                          PURCHASES AND CANCELLATIONS


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

________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________



________________________

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


<PAGE>


                                       51


                  Schedule Two to the Temporary Global Note

                                  EXCHANGES
                FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE



The following  exchanges of a part of this Global Note for Definitive Notes or
a Permanent Global Note have been made:
<TABLE>
<CAPTION>
<S>            <C>                           <C>                  <C>

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

________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
________  ______________________  ________________________  ____________________
</TABLE>

________________________

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


<PAGE>


                                       52


                  Schedule Three to the Temporary Global Note

                  FORM OF CERTIFICATE TO BE PRESENTED BY
                   EUROCLEAR OR CLEARSTREAM, LUXEMBOURG
                  [CIBA SPECIALTY CHEMICALS CORPORATION/
                       CIBA SPECIALTY CHEMICALS PLC/
            CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH]


                           [Title of Securities]

                            (the "Securities")

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

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

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


<PAGE>


                                       53


We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) any portion of the temporary global Security excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organisations to the effect that the
statements made by such Member Organisations with respect to any portion of
the part submitted herewith for exchange (or, if relevant, exercise of any
rights or collection of any interest) are no longer true and cannot be
relied upon as the date hereof. We understand that this certification is
required in connection with certain tax laws and, if applicable, certain
securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we
irrevocably authorise you to produce this certification to any interested
party in such proceedings.

Dated: [         ], 2[ ]*


                                             Yours faithfully,
                                             [Morgan Guaranty Trust
                                             Company of New York,
                                             Brussels Office,
                                             as operator of the Euroclear
                                             System]

                                             or

                                             Clearstream, Luxembourg

                                             By:















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


<PAGE>


                                       54


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


                           [Title of Securities]

                            (the "Securities")

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

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

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

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

This certification excepts and does not relate to [ ] of such interest in
the above Securities in respect of which we are not able to certify and as
to which we understand exchange and delivery of.


<PAGE>


                                    55


definitive Securities (or, if relevant, exercise of any right or collection
of any interest) cannot be made until we do so certify.

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

Dated: [          ], [ ]*

Name of Person Making Certification

By:




















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


<PAGE>


                                    56


                                  PART II

                       FORM OF PERMANENT GLOBAL NOTE

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

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

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

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

                   [CIBA SPECIALTY CHEMICALS CORPORATION



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

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

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

4    Delete  as applicable.

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


<PAGE>


                                    57


 (a company incorporated under the laws of the State of Delaware, U.S.A.)/

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

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

               unconditionally and irrevocably guaranteed by

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

                           PERMANENT GLOBAL NOTE

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

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

This Global Note is issued subject to, and with the benefit of, the
Conditions and an amended and restated Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference to that
agreement as the same may be amended, supplemented or restated from time to
time) dated 16th June, 2000 and made between, inter alia, the Issuer, the
Guarantor, The Chase Manhattan Bank (the "Agent") and the other agents
named therein.

For value received the Issuer, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on each Instalment Date
(if the Notes are repayable in instalments) and on the Maturity Date and/or
on such earlier date(s) as all or any of the Notes represented by this
Global Note may become due and repayable in accordance with the Conditions,
the amount payable under the Conditions in respect of such Notes on each
such date and to pay interest (if any) on the nominal amount of the Notes
from time to time represented by this Global Note calculated and payable as
provided in the Conditions together with any other sums payable under the
Conditions, upon presentation and, at maturity, surrender of this Global
Note at the office of the Agent at Trinity Tower, 9 Thomas More Street,
London E1 9YT or at the specified office of any of the other paying agents
located outside the United States (except as provided in the Conditions)
from time to time appointed by the Issuer and the Guarantor in respect of
the Notes. On any redemption or payment of an instalment or interest being
made in respect of, or purchase and cancellation of, any of the Notes
represented by this Global Note details of such redemption, payment or
purchase and cancellation (as the case may be) shall be entered by or on
behalf of the Issuer in Schedule One hereto and the relevant space in.


<PAGE>


                                    58


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

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

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

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

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

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

     An "Exchange Event" means:

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

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

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

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

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


<PAGE>


                                    59


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

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

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

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

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

In the event that this Global Note (or any part hereof) has become due and
repayable in accordance with the Conditions or that the Maturity Date has
occurred and, in either case, payment in full of the amount due has not
been made to the bearer in accordance with the foregoing then, unless
within the period of fifteen days commencing on the relevant due date
payment in full of the amount due in respect of this Global Note is
received by the bearer in accordance with the foregoing, this Global Note
will become void at 8.00 p.m. (London time) on such fifteenth day and the
bearer will have no further rights under this Global Note (but without
prejudice to the rights which the bearer or any other person may have under
the amended and restated Deed of Covenant executed by the Issuer on 16th
June, 2000 in respect of the Euro Medium Term Notes issued under the
Program Agreement pursuant to which this Global Note is issued).

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

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


<PAGE>


                                    60

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

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



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

Authenticated without recourse,
warranty or liability by

THE CHASE MANHATTAN BANK



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


<PAGE>


                                    61


                 Schedule One to the Permanent Global Note

                                  PART I

                             INTEREST PAYMENTS

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

_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________
_____  _________________  ________________________  ___________________________


<PAGE>


                                    62


                                  PART II

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

_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
_____  ________________  ____________________  _____________________  __________________
</TABLE>

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


<PAGE>


                                    63

                                 PART III

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

_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
_____  _________________  ___________________  _____________________  ____________________
</TABLE>

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

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


<PAGE>


                                    64



<PAGE>


                                    65


                                  PART IV

                        PURCHASES AND CANCELLATIONS

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

_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
_________  _______________________   ________________________  ____________________
</TABLE>

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


<PAGE>


                                    66


                 Schedule Two to the Permanent Global Note

                           SCHEDULE OF EXCHANGES

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

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

____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________
____  _____________________   _____________________________   ________________

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


<PAGE>


                                    67




<PAGE>


                                    68


                                 PART III

                          FORM OF DEFINITIVE NOTE

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

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

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

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

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

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

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

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

4    delete  as applicable.

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


<PAGE>


                                    69

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

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

               unconditionally and irrevocably guaranteed by

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

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

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

This Note is issued subject to, and with the benefit of, the Conditions and
an amended and restated Agency Agreement (the "Agency Agreement", which
expression shall be construed as a reference to that agreement as the same
may be amended, supplemented or restated from time to time) dated 16th
June, 2000 and made between, inter alia, the Issuer, the Guarantor, The
Chase Manhattan Bank (the "Agent") and the other agents named therein.

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

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

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


<PAGE>


                                    70

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

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



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

Authenticated without recourse,
warranty or liability by

THE CHASE MANHATTAN BANK

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


<PAGE>


                                    71


                           Terms and Conditions

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





                            Pricing Supplement

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




<PAGE>


                                    72


                                  PART IV

                              FORM OF COUPON

(Face of Coupon)

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

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

                              Series No. [ ]


Part A

[For Fixed Rate Notes:

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




Part B

[For Floating Rate Notes or Indexed Interest Notes:

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

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



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


<PAGE>


                                    73

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

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

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

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









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

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

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


<PAGE>


                                    74


(Reverse of Coupon)

                                   AGENT

                         The Chase Manhattan Bank
                               Trinity Tower
                           9 Thomas More Street
                               London E1 9YT

                               PAYING AGENT

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

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


<PAGE>


                                    75

(On the front)

                                   PART V

                              FORM OF RECEIPT

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

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

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

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

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

                              Series No. [ ]

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

This Receipt is issued subject to and in accordance with the Conditions
which shall be binding upon the holder of this Receipt (whether or not it
is for the time being attached to such Note) and is payable at



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

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

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


<PAGE>


                                    76

the specified office of the Agent or any of the Paying Agents set out on
the reverse of the Note to which this Receipt appertains (and/or any other
or further Paying Agents and/or specified offices as may from time to time
be duly appointed and notified to the Noteholders).

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

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



By:...........................

Authorised Signatory


<PAGE>


                                    77

                                  PART VI

                               FORM OF TALON

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

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

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

(On the front)

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


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

                              Series No. [ ]

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




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

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


<PAGE>


                                    78

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

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

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



By: ...........................

Authorised Signatory


<PAGE>


                                     79

(Reverse of Receipt and Talon)

                                   AGENT

                         The Chase Manhattan Bank
                               Trinity Tower
                           9 Thomas More Street
                               London E1 9YT

                               PAYING AGENT

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

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


<PAGE>


                                    80

                                SCHEDULE 3

                         FORM OF DEED OF GUARANTEE

THIS DEED OF GUARANTEE is made on 16th June, 2000 by CIBA SPECIALTY
CHEMICALS HOLDING INC., (the "Guarantor") in favour of the Relevant Account
Holders (as defined in the Deed of Covenant referred to below) and the
holders for the time being of the Notes (as defined below) and the interest
coupons (if any) appertaining to the Notes ("Coupons"), the Coupons being
attached on issue to Definitive Note(s) (as defined below). Each Relevant
Account Holder, each holder of a Note and each holder of a Coupon is a
"Holder".

WHEREAS:

(A)  CIBA SPECIALTY CHEMICALS CORPORATION, CIBA SPECIALTY CHEMICALS PLC,
     CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (the "Issuers" and each
     an "Issuer") and the Guarantor have entered into an amended and restated
     Program Agreement (the "Program Agreement", which expression includes the
     same as it may be amended or supplemented from time to time) dated 16th
     June, 2000 with the Dealers named therein, which amends and restates the
     amended and restated program agreement entered into by, inter alia, Ciba
     Specialty Chemicals Corporation, Ciba Specialty Chemicals PLC and Ciba
     Spezialitatenchemie Holding Deutschland GmbH dated 9th July, 1999 (the
     "Principal Program Agreement"), under which each Issuer proposes from time
     to time to issue Euro Medium Term Notes (the "Notes", such expression to
     include each Definitive Note issued by an Issuer and each Global Note
     issued by an Issuer (where "Definitive Note" and "Global Note" have the
     meanings ascribed thereto in the Agency Agreement defined below) and to
     include any receipts issued in respect of Notes repayable in instalments);

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

(C)  the Issuers and the Guarantor have entered into an amended and restated
     agency agreement (the "Agency Agreement", which expression includes the
     same as it may be amended or supplemented from time to time) dated 16th
     June, 2000 with the Paying Agents named therein; and

(D)  this Deed of Guarantee amends and restates the amended and restated Deed
     of Guarantee made by the Guarantor dated 9th July, 1999, and does not
     affect any Notes issued pursuant to the Original Program Agreement prior
     to the date hereof.

NOW THIS DEED WITNESSES as follows:

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


<PAGE>


                                    81


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

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

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

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

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

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

6.   Tax Gross-up:  All payments in respect of the Notes by the Guarantor shall
     be made without withholding or deduction for, or on account of, any
     present or future taxes, duties, assessments


<PAGE>


                                    82


     or governmental charges of whatever nature ("Taxes") imposed or levied by
     or on behalf of Switzerland, or any political sub-division of, or any
     authority in, or of, Switzerland having power to tax, unless the
     withholding or deduction of the Taxes is required by law. In that event,
     the Guarantor will pay such additional amounts as may be necessary in
     order that the net amounts received by the Noteholders and Couponholders
     after the withholding or deduction shall equal the respective amounts
     which would have been receivable in respect of the Notes or, as the case
     may be, Coupons in the absence of the withholding or deduction; except
     that no additional amount shall be payable in relation to any payment in
     respect of any Note or Coupon:

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

     (ii)   presented for payment to the relevant Issuer more than 30 days
            after the Relevant Date (as defined in Condition 7(f) of the
            Terms and Conditions of the relevant Notes) except to the extent
            that a holder would have been entitled to additional amounts on
            presenting the same for payment on the last day of the  period of
            30 days; and/or
     (iii)  to, or to a third party on behalf of, a holder who would be able
            to avoid such withholding or deduction by making a declaration of
            non-residence or similar claim for exemption but fails to do so.

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

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

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

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


<PAGE>


                                    83

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

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

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

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

Executed as a deed          )
by CIBA SPECIALTY CHEMICALS )
HOLDING INC.                )
acting by its attorneys     )
                        and )
                            )
in the presence of:         )


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

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

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

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


Dated 16th June, 2000


<PAGE>


                                    84


                                SCHEDULE 4

                  PROVISIONS FOR MEETINGS OF NOTEHOLDERS

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

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

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

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

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

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

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

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

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

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


<PAGE>


                                    85


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

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

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

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

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

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

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

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


<PAGE>


                                    86


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

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

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

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

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

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

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

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

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

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

the quorum shall be one or more persons present holding Notes or voting
certificates or being proxies and holding or representing in the aggregate
not less than 75 per cent. in nominal


<PAGE>


                                    87


          amount of the Notes for the time being outstanding. An Extraordinary
          Resolution passed at any meeting of the holders of Notes will be
          binding on all holders of Notes, whether or not they are present at
          the meeting, and on all holders of Coupons appertaining to such
          Notes.

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

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

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

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

10.  Subject to paragraph 12 below, if at any such meeting a poll is so
     demanded it shall be taken in such manner and subject as hereinafter
     provided either at once or after an adjournment as the Chairman directs
     and the result of such poll shall be deemed to be the resolution of the
     meeting at which the poll was demanded as at the date of the taking of the
     poll. The demand for a poll shall not prevent the continuance of the
     meeting for the transaction of any business other than the motion on
     which the poll has been demanded.


<PAGE>


                                    88


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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                                    89


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

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

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

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

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

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

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

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

     (F)  power to sanction any scheme or proposal for the exchange or sale of
          the Notes for, or the conversion of the Notes into or the
          cancellation of the Notes in consideration of, shares, stock, notes,
          bonds, debentures, debenture stock and/or other obligations and/or
          securities of the Issuer or any other company formed or to be formed,
          or for or


<PAGE>


                                    90


          into or in consideration of cash, or partly for or into or in
          consideration of such shares, stock, notes, bonds, debentures,
          debenture stock and/or other obligations and/or securities as
          aforesaid and partly for or into or in consideration of cash; and

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

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

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

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

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


<PAGE>


                                    91


                                SCHEDULE 5

                            FORM OF PUT NOTICE

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

                    [title of relevant Series of Notes]

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

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

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

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

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

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

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

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

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

Payment Instructions

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

Bank:                              ...................

Branch Address outside
the United States:                 ...................

Branch Code:                       ...................

Account Number:                    ...................

Signature of holder:               ...................


<PAGE>


                                    92


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


[To be completed by recipient Paying Agent]

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

Received by:                  ....................

[Signature and stamp of Paying Agent]

At its office at:             ....................

On:                           ....................

Notes

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

(2)  Delete as applicable.

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

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

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


<PAGE>


                                    93

                                SCHEDULE 6

                           Dated 16th June, 2000

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

                                  - and -

                   CIBA SPECIALTY CHEMICALS HOLDING INC.
                               as Guarantor









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

                        OPERATING & ADMINISTRATIVE
                           PROCEDURES MEMORANDUM
                              in respect of a
                       EURO MEDIUM TERM NOTE PROGRAM
                          (Amended and Restated)

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









                               ALLEN & OVERY
                                 London


<PAGE>


                                    94


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

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

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

All terms with initial capitals used herein without definition shall have
the meanings given to them in the Offering Circular dated 16th June, 2000
(the "Offering Circular" as supplemented), or, as the case may be, the
amended and restated Program Agreement dated 16th June, 2000 (the "Program
Agreement" as amended, supplemented or restated) between the Issuers, the
Guarantor and the Dealers named therein pursuant to which the Issuer may
issue Euro Medium Term Notes.

OPERATING PROCEDURES

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

A.   RESPONSIBILITIES OF THE AGENT

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

     (i)  in the case of Notes which are to be listed on a Stock Exchange,
          distributing, or procuring the distribution, to the Stock Exchange
          such number of copies of the Pricing Supplement as it may reasonably
          require;

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

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


<PAGE>


                                    95


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

B.   RESPONSIBILITIES OF DEALER/LEAD MANAGER

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

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

C.   SETTLEMENT

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

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

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


<PAGE>


                                    96


                                 ANNEXE A

                                  PART 1

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


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


Day            Latest              Action
               London time


No later       2:00 p.m.           The Issuer and the  Guarantor  may agree
than Issue                         terms with one or more of the Dealers for
Date minus 5                       the issue and purchase of Notes (whether
                                   pursuant to an unsolicited bid from a Dealer
                                   or pursuant to an enquiry by the Issuer).
                                   The Dealer instructs the Agent to obtain a
                                   common code and ISIN from Euroclear or
                                   Clearstream, Luxembourg.  In the case of the
                                   first Tranche of Notes of a Series, the
                                   Agent telephones Euroclear or Clearstream,
                                   Luxembourg with a request for a common code
                                   and ISIN for such Series and in the case of
                                   a subsequent Tranche of Notes of that Series
                                   the Agent telephones Euroclear or
                                   Clearstream, Luxembourg with a request for
                                   a temporary common code and ISIN for such
                                   Tranche.  Each common code and ISIN is
                                   notified by the Agent to the Issuer and each
                                   Dealer which has reached agreement with the
                                   Issuer.

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

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


<PAGE>


                                    97


Day            Latest              Action
               London time


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

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

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

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

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


<PAGE>


                                    98


Day            Latest              Action
               London time


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

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

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

On or                              The Agent notifies the Issuer and Guarantor
subsequent                         forthwith in the event that a Dealer does
to the Issue                       not pay the purchase price due from it in
Date                               respect of a Note.  The relevant Dealer
                                   promptly notifies the Agent that the
                                   distribution of the Notes purchased by it
                                   has been completed.  The Agent promptly
                                   notifies the Issuer, the Guarantor, the
                                   relevant Dealers, Euroclear and Clearstream,
                                   Luxembourg of the date of the end of the
                                   restricted  period with respect to the
                                   relevant Tranche of Notes.


<PAGE>


                                    99


                                 ANNEXE A

                                  PART 2

         SETTLEMENT PROCEDURES FOR ISSUES SUBSCRIBED PURSUANT TO A
                          SUBSCRIPTION AGREEMENT

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

Day            Latest              Action
               London time


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

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


<PAGE>


                                    100


Day            Latest              Action
               London time

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

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


<PAGE>


                                    101


Day            Latest              Action
               London time

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

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

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

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

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


<PAGE>


                                    102


Day            Latest              Action
               London time

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


<PAGE>


                                    103


Explanatory Notes to Annexe A

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

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

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

     (ii) either (1) in relation to Notes denominated or payable in a Specified
          Currency other than euro, a day on which commercial banks and foreign
          exchange markets settle payments in the principal financial centre
          of the country of the relevant Specified Currency (if other than
          London or any Additional Business Centre) and which, if the
          Specified Currency is New Zealand Dollars, shall be Auckland) or
          (2) in relation to Notes denominated or payable in euro, a day on
          which the TARGET System is open.  "TARGET System" means the Trans-
          European Automated Real-Time Gross Settlement Express Transfer
          (TARGET) System.  Unless otherwise provided in the applicable Pricing
          Supplement, the principal financial centre for any currency shall be
          as provided in the 1991 ISDA Definitions (as supplemented by the
          1998 Supplement and by the 1998 ISDA Euro Definitions), each as
          amended and updated as at the Issue Date of the first Tranche of
          Notes of the relevant Series and published by the International Swaps
          and Derivatives Association, Inc.

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


<PAGE>


                                    104


                                 ANNEXE B

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

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

and: CIBA SPECIALTY CHEMICALS HOLDING INC.

c.c. The Chase Manhattan Bank




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

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

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

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

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

For and on behalf of [Name of Dealer]

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


<PAGE>


                                    105


                                 ANNEXE C

                        FORM OF PRICING SUPPLEMENT

[Date]

                  [Ciba Specialty Chemicals Corporation/
                       Ciba Specialty Chemicals PLC/
            Ciba Spezialitatenchemie Holding Deutschland GmbH]
      Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
            Guaranteed by Ciba Specialty Chemicals Holding Inc.
                       under the U.S.$2,000,000,000
                       Euro Medium Term Note Program

[The Notes constitute [commercial paper/shorter term debt securities/longer
term debt securities]* issued in accordance with regulations made under
section 4 of the Banking Act 1987. The Issuer of the Notes is not an
authorised institution or a European authorised institution (as such terms
are defined in the Banking Act 1987 (Exempt Transactions) Regulations
1997).  Repayment of the principal and payment of any interest or premium in
connection with the Notes has been guaranteed by Ciba Specialty Chemicals
Holding Inc., which is not an authorised institution or a European
authorised institution].**

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

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

1.   [(i)]     Issuer:                  [            ]

     (ii)      Guarantor:               Ciba Specialty Chemicals Holding Inc.

2.   [(i)]     Series Number:           [            ]

     [(ii)     Tranche Number:          [            ]
                                        (If fungible with an existing Series,
                                        details of that Series, including the
                                        date on which the Notes become
                                        fungible)]



-------------------
*    Include "commercial paper" if Notes must be redeemed before their first
     anniversary. Include "shorter term debt securities" if Notes may not be
     redeemed before their first anniversary but must be redeemed before their
     third anniversary. Include "longer term debt securities" if Notes may not
     be redeemed before their third anniversary.

**   Unless otherwise permitted, text to be included for all Notes (including
     Notes denominated in Sterling) in respect of which the issue proceeds are
     accepted by the Issuer in the United Kingdom.


<PAGE>


                                    106


3.   Specified Currency or Currencies:  [            ]

4.   Aggregate Nominal Amount:

     - Tranche:                         [            ]
     - Series:                          [            ]

5.   Issue Price of Tranche:            [   ] per cent.

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

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

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

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

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

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

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

12.  Put/Call Options:                  [Investor Put]
                                        [Issuer Call]
                                        [(further particulars specified below)]


<PAGE>


                                    107


13.  Listing:                           [London/Luxembourg/specify other/None]

14.  Method of distribution:            [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.  Fixed Rate Note Provisions         [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

     (i)  Rate[(s)] of Interest:        [   ] per cent. per annum [payable
                                        [annually/semi-annually/quarterly/
                                        monthly] in arrear]

     (ii) Interest Payment Date(s):     [      ] in each year
    (iii) Fixed Coupon Amount[(s)]:     [      ] per [      ] in nominal amount

     (iv) Broken Amount(s):             [Insert particulars of any initial or
                                        final broken interest amounts which do
                                        not correspond with the Fixed Coupon
                                        Amount]

     (v)  Fixed Day Count Fraction:     [30/360 or Actual/Actual or specify
                                        other] (Note that if interest is not
                                        payable on a regular basis (for
                                        example, if there are Broken Amounts
                                        specified) Actual/Actual will not be a
                                        suitable Fixed Day Count Fraction)

     (vi) Interest Determination        [       ] in each year [Insert
          Date(s):                      interest  payment  dates except where
                                        there are long or short periods. In
                                        these cases, insert regular interest
                                        payment dates] (NB: Only relevant
                                        where Day Count Fraction is Actual/
                                        Actual (ISMA))

    (vii) Other terms relating to the
          method of calculating interest
          for Fixed Rate Notes:         [Give details]

16.  Floating Rate Note Provisions      [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

     (i)  Specified Period(s)/Specified
          Interest Payment Dates:       [         ]


<PAGE>


                                    108


     (ii) Business Day Convention:      [Floating Rate Convention/Following
                                        Business Day Convention/Modified
                                        Following Business Day Convention/
                                        Preceding Business Day Convention/
                                        [specify other]]

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

     (iv) Manner in which the Rate of
          Interest and Interest Amount
          is to be determined:          [Screen Rate Determination/ISDA
                                        Determination/specify other]

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

     (vi) Interest Determination        [           ] in each year [Insert
          Date(s):                      interest payment dates except where
                                        there are long or short periods.  In
                                        these cases, insert regular interest
                                        payment dates] (NB: Only relevant where
                                        Day Count Fraction is Actual/Actual
                                        (ISMA))

     (vi) Screen Rate Determination:

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

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

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

    (vii) ISDA Determination:

          - Floating Rate Option:       [           ]

          - Designated Maturity:        [           ]

          - Reset Date(s):              [           ]


<PAGE>


                                    109


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

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

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

     (xi) Floating Day Count Fraction:  [    ]

    (xii) Fall back provisions,
          rounding provisions and any
          other terms relating to the
          method of calculating interest
          on Floating Rate Notes, if
          different from those set out
          in the Conditions:            [     ]

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

     (i)  Accrual Yield:                [     ] per cent. per annum

     (ii) Reference Price:              [     ]

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

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

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

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

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

     (iv) Specified Period(s)/Specified
          Interest Payment Dates:       [      ]


<PAGE>


                                    110


     (v)  Business Day Convention:      [Floating Rate Convention/Following
                                        Business Day Convention/Modified
                                        Following Business Day Convention/
                                        Preceding Business Day Convention/
                                        specify other]

     (vi) Additional Business
          Centre(s):                    [       ]

    (vii) Minimum Rate of Interest:     [    ] per cent. per annum

   (viii) Maximum Rate of Interest:     [    ] per cent. per annum

     (ix) Floating Day Count Fraction:  [       ]

19.  Dual Currency Note Provisions      [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

     (i)  Rate of Exchange/method of
          calculating Rate of Exchange: [give details]

     (ii) Calculation Agent, if any,
          responsible for calculating
          the principal and/or interest
          payable:                      [       ]

    (iii) Provisions applicable where
          calculation by reference to
          Rate of Exchange impossible
          or impracticable:              [       ]

     (iv) Person at whose option
          Specified Currency(ies) is/are
          payable:                      [       ]

PROVISIONS RELATING TO REDEMPTION

20.  Issuer Call:                       [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

     (i)  Optional Redemption Date(s):  [       ]

     (ii) Optional Redemption Amount(s)
          and method, if any, of
          calculation of such
          amount(s):                    [       ]

    (iii) If redeemable in part:

          (a)  Minimum Redemption
               Amount:                  [       ]


<PAGE>


                                    111


          (b)  Higher Redemption
               Amount:                  [       ]

     (iv) Notice period (if other
          than as set out in the
          Conditions):                  [       ]

21.  Investor Put:                      [Applicable/Not Applicable]
                                        (If not applicable, delete the
                                        remaining sub-paragraphs of this
                                        paragraph)

     (i)  Optional Redemption Date(s):  [       ]

     (ii) Optional Redemption Amount(s)
          and method, if any, of
          calculation of such
          amount(s):                    [       ]

    (iii) Notice period (if other
          than as set out in the
          Conditions):                  [       ]

22.  Final Redemption Amount            [Par/specify other/see Appendix]

23.  Early Redemption Amount(s)
     payable on redemption for
     taxation reasons or on event of
     default and/or the method of
     calculating  the same (if
     required or if different
     from that set out in Condition
     6(f)):                             [       ]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.  Form of Notes:                     Temporary Global Note exchangeable for
                                        a Permanent Global Note which is
                                        exchangeable for Definitive Notes [on
                                        60 days' notice given at any time/only
                                        upon an Exchange Event] (n.b. the
                                        latter option is not available to Ciba
                                        Specialty Chemicals Corporation or
                                        where proceeds are to be on-lent to a
                                        U.S. entity.)

                                        [Temporary Global Note exchangeable for
                                        Definitive Notes on and after the
                                        Exchange Date.]

25.  Additional Financial Centre(s)
     or other special provisions
     relating to Payment Dates:         [Not Applicable/give details]
                                        (Note that this item relates to the
                                        place of payment and not Interest
                                        Period end dates to which item 16(iii)
                                        relates)


<PAGE>


                                    112


26.  Talons for future Coupons or
     Receipts to be attached to
     Definitive Notes (and dates on
     which such Talons mature):         [Yes/No. If yes, give details]

27.  Details relating to Partly Paid
     Notes:  amount of each payment
     comprising the Issue Price and
     date on which each payment is to
     be made and consequences (if any)
     of failure to pay, including any
     right of the Issuer to forfeit the
     Notes and interest due on late
     payment:                           [Not Applicable/give details]

28.  Details relating to Instalment
     Notes: amount of each instalment,
     date on which each payment is to
     be made:                           [Not Applicable/give details]

[29. Redenomination applicable:         Redenomination [not] applicable
                                        (if Redenomination is applicable,
                                        either the applicable Fixed Day Count
                                        Fraction or any provisions necessary to
                                        deal with floating rate interest
                                        calculation (including alternative
                                        reference rates))

30.  Details relating to Instalment
     Notes: specify Instalment Amounts
     and Instalment Dates:              [Not applicable/give details]

31.  Other terms or special conditions: [Not Applicable/give details]

DISTRIBUTION
32.  (i)  If syndicated, names of
          Managers:                     [Not Applicable/give names]

     (ii) Stabilising Manager (if any): [Not Applicable/give name]

33.  If non-syndicated, name of
     relevant Dealer:                   [       ]

34.  Whether TEFRA D rules applicable
     or TEFRA rules not applicable:     [TEFRA D/TEFRA not applicable]

35.  Additional selling restrictions:   [Not Applicable/give details]

OPERATIONAL INFORMATION.


<PAGE>


                                    113


36.  Any clearing system(s) other
     than Euroclear and Clearstream,
     Luxembourg and the relevant
     identification number(s):          [Not Applicable/give name(s) and
                                        number(s)]

37.  Delivery:                          Delivery [against/free of] payment

38.  Additional Paying Agent(s)
     (if any):                          [       ]

39.  [Notes in respect of which the issue proceeds are accepted by the
     Issuer in the United Kingdom and which are to be listed. The text set out
     below may be deleted if the Issuer is relying on any of Regulation 13(4)(c)
     to (g) of the Banking Act 1987 (Exempt Transactions) Regulations 1997.]

     The Issuer confirms that it:

     (a)  has complied with its obligations under the relevant rules (as
          defined in the Banking Act 1987 (Exempt Transactions) Regulations
          1997 (the "Regulations") in relation to the admission to and
          continuing listing of the Program and of any previous issues made
          under it and listed on the same exchange as the  Program;

     (b)  will have complied with its obligations under the relevant rules in
          relation to the admission to listing of such Notes by the time when
          such Notes are so admitted;

     (c)  has not, since the last publication, if any, in compliance with the
          relevant rules of information  about the Program, any previous
          issues made under it and listed on the same exchange as the Program,
          or the Notes, having made all reasonable enquiries, become aware of
          any change in circumstances which could reasonably be regarded as
          significantly and adversely affecting its ability to meet its
          obligations as Issuer in respect of the Notes as they fall due; and

     (d)  has complied and will continue to comply with its obligations under
          the Regulations to lodge all relevant information (as defined in the
          Regulations) in relation to any such Notes with the London Stock
          Exchange Limited.

     ---------------------------------------------------------------------
     ISIN:                    [       ]
     Common Code:             [       ]
     ---------------------------------------------------------------------

[If the Issuer is relying on Regulation 13(4)(b) and the Offering Circular
does not include one, include here a summary of the tax treatment relevant
to United Kingdom resident holders of the Notes.]

[LISTING APPLICATION


<PAGE>


                                    114


This Pricing Supplement comprises the details required to list the issue of
Notes described herein pursuant to the listing of the U.S.$2,000,000,000
Euro Medium Term Note Program of Ciba Specialty Chemicals Corporation/Ciba
Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH].

RESPONSIBILITY

The Issuer and the Guarantor accepts responsibility for the information
contained in this Pricing Supplement.

Signed on behalf of the Issuer:         Signed on behalf of the Guarantor:

By:  ............................         By:  ............................
      Duly authorised                            Duly authorised


                                          By:  ............................
                                                 Duly authorised


<PAGE>


                                    115


                                 ANNEXE D

                TRADING DESK AND ADMINISTRATIVE INFORMATION

The Issuers

CIBA SPECIALTY CHEMICALS CORPORATION

560 White Plains Road
PO Box 2005
Tarrytown, New York
10591-9005

Telephone:     1 914 785 2000
Telefax:       1 914 785 2650
Attention:     Treasurer



CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

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



CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

Telephone:     49 6206 152810
Telefax:       49 6206 152816
Attention:     Treasurer



The Guarantor

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

Telephone:     41 61 636 2794
Telefax:       41 61 636 6828
Attention:     Head of Capital Markets


<PAGE>


                                    116


The Dealers

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

Telephone:     44 20 7888 4021
Telex:         892131 CSFB G
Telefax        4 20 7888 3719
Attention:     MTN Trading



DEUTSCHE BANK AG LONDON
Winchester House
1 Great Winchester Street
London EC2N 2DB

Telephone:     44 20 7545 8000
Telefax:       44 20 7541 2761
Attention:     MTN Desk



GOLDMAN SACHS INTERNATIONAL
133 Fleet Street
London EC4A 2BB

Telephone:     44 20 7774 2295
Telex:         94012165 GSHH G
Telefax:       44 20 7774 5711
Attention:     Euro Medium Term Note Desk


<PAGE>


                                    117


J.P. MORGAN SECURITIES LTD.
60 Victoria Embankment
London EC4Y 0JP

Telephone:     44 20 7779 3469
Telex:         8954804 MGLTD G
Telefax:       44 20 7325 8225
Attention:     Euro Medium Term Note Desk



UBS AG, acting through its financial services group UBS Warburg
1 Finsbury Avenue
London EC2M 2PP

Telephone:     44 20 7567 2479
Telex:         887434 WDR G
Telefax:       44 20 7567 3778
Attention:     MTNs and Private Placements



The Agent

The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1 9YT

Telephone:     44 1202 347430
Telex:         8954681 CMB G
Telefax:       44 1202 347438
Attention:     Manager, Capital Markets Fiduciary Services


<PAGE>


                                    118


                                SIGNATORIES


The Issuers

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

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



By:


CIBA SPECIALTY CHEMICALS PLC
Hulley Road
Macclesfield
Cheshire
SK10 2NX

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



By:


CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
Chemiestrasse
D-68623 Lampertheim
Germany

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



By:


<PAGE>


                                    119


The Guarantor

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

Telephone:     00 41 61 636 2794
Telefax:       00 41 61 636 6828
Attention:     Head of Capital Markets



By:            By:


The Agent


THE CHASE MANHATTAN BANK, LONDON BRANCH
Trinity Tower
9 Thomas More Street
London E1 9YT

Telephone:     44 1202 347430
Telex No:      8954681 CMB G
Telefax No:    44 1202 347438
Attention:     Manager, Capital Markets Fiduciary Services


By:


CHASE MANHATTAN BANK LUXEMBOURG S.A.
5 rue Plaetis
L-2338
Luxembourg

All communications should be sent care of the Agent



By:

Without prejudice to the foregoing execution of the Agreement by the
parties hereto, Chase Manhattan Bank Luxembourg S.A. hereby expressly and
specifically confirms its agreement with the provisions of clause 30(2)
hereof for the purposes of Article 1 of the Protocol annexed to the
Convention on jurisdiction and the enforcement of judgments in civil and
commercial matters signed at Brussels on 27th September, 1968.


CHASE MANHATTAN BANK LUXEMBOURG S.A.


By:


<PAGE>


                                    120


ICM:417675.5.


<PAGE>


                           Dated 16th June, 2000


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


                                as Issuers

                                  - and -

                   CIBA SPECIALTY CHEMICALS HOLDING INC.
                               as Guarantor

                                  - and -

                         THE CHASE MANHATTAN BANK
                                 as Agent

                                  - and -

                   CHASE MANHATTAN BANK LUXEMBOURG S.A.
                              as Paying Agent



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

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

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








                               ALLEN & OVERY
                                  London


<PAGE>


                                 CONTENTS

Clause                                                                Page

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


Schedules

1.   Terms and Conditions of the Notes..................................37
2.   Forms of Global and Definitive Notes, Receipts, Coupons Talons
     and Deed of Covenant...............................................38
3.   Form of Deed of Guarantee..........................................75
4.   Provisions for Meetings of Noteholders.............................79
5.   Form of Put Notice ................................................86
6.   Operating & Administrative Procedures Memorandum...................88
Signatories............................................................111