Common use of FORM OF DEFINITIVE NOTE Clause in Contracts

FORM OF DEFINITIVE NOTE. [Face of Note] ----------------------------------------------------------------------- 00 000000 [ISIN] 00 000000 ------------------------------------------------------------------------ THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. (1) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](2) [CIBA SPECIALTY CHEMICALS CORPORATION] (a company incorporated under the laws of the State of Delaware, U.S.A.)/ CIBA SPECIALTY CHEMICALS PLC (a company incorporated with limited liability in England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (a company incorporated with limited liability in Germany)/ CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. (a company incorporated with limited liability in Bermuda)] unconditionally and irrevocably guaranteed by CIBA SPECIALTY CHEMICALS HOLDING INC. (a company incorporated with limited liability in Switzerland) [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a duly authorised issue of Euro Medium Term Notes denominated in the Specified Currency maturing on the Maturity Date (the NOTES) of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (the ISSUER). Payments in respect of the Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. (the GUARANTOR). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/attached hereto/set out in Schedule 1 to the Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as modified and supplemented by the Pricing Supplement (the PRICING SUPPLEMENT) (or the relevant provisions of the Pricing Supplement) endorsed hereon, but in the event of any conflict between the provisions of the Conditions and the information in the Pricing Supplement, the Pricing Supplement will prevail. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the AGENCY AGREEMENT, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented or restated from time to time) dated 27th March, 2003 and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank (the AGENT) and the other agents named therein. For value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof [on each Instalment Date and] on the Maturity Date and/or on such earlier date(s) as this Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of this Note on each such date and to pay interest (if any) on this Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions. These Notes shall be governed by, and construed in accordance with, English law. This Note shall not be validly issued unless authenticated by the Agent.

FORM OF DEFINITIVE NOTE. [Face of Note] ----------------------------------------------------------------------- _______________________________________________________________________ 00 000000 [ISIN] 00 000000 ------------------------------------------------------------------------ ________________________________________________________________________ THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. (1) . [ANY BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (AS DEFINED OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATESSTATES AND THE REGULATIONS THEREUNDER) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTIONS 165(j) AND 1287(aSECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE.](2CODE AND THE REGULATIONS THEREUNDER).]1 [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 CORPXXXXXXX/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 XXXXXXXXL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY CIBA SPECIALTY CHEMICALS HOLDING INC. WHICH IS __________________________ 4 Delete as applicable. 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)/ CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. (a company incorporated with limited liability in BermudaGermany)] 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"Notes") of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.GmbH.] (the ISSUER"Issuer"). Payments in respect of the Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. (the GUARANTOR"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"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"Agency Agreement", which expression shall be construed as a reference to that agreement as the same may be amended, supplemented or restated from time to time) dated 27th 30th March, 2003 2001 and made between, inter alia, the Issuer, the Guarantor, JPMorgan The Chase Manhattan Bank (the AGENT"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.

FORM OF DEFINITIVE NOTE. [Face of Note] ----------------------------------------------------------------------- 00 000000 [ISIN] 00 000000 ------------------------------------------------------------------------ THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. (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 LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](2CODE.]1 [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).]2 [CIBA SPECIALTY CHEMICALS CORPORATIONTHIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING XXX 0000. THE ISSUER OF THIS NOTE IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (a company incorporated under AS SUCH TERMS ARE DEFINED IN THE BANKING XXX 0000 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY COUNTRYWIDE CREDIT INDUSTRIES, INC. WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION.]4 COUNTRYWIDE HOME LOANS, INC. (the laws of the State of Delaware, U.S.A.)/ CIBA SPECIALTY CHEMICALS PLC "Issuer") (a company incorporated with limited liability in England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH the State of New York) Unconditionally and irrevocably guaranteed by COUNTRYWIDE CREDIT INDUSTRIES, INC. (a company incorporated with limited liability in Germany)/ CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. (a company incorporated with limited liability in Bermuda)] unconditionally and irrevocably guaranteed by CIBA SPECIALTY CHEMICALS HOLDING INC. (a company incorporated with limited liability in Switzerlandthe State of Delaware) [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a duly authorised issue Series of Euro Medium Term Notes denominated in the Specified Currency maturing on the Maturity Date (the NOTES) of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.Specified Currency(ies) and Specified Denomination(s)] (the ISSUER). Payments in respect each of the Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. Issuer (the GUARANTOR"Notes"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/attached hereto/set out in the First Schedule 1 to the Agency Agreement Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified and supplemented by the relevant information (appearing in the Pricing Supplement (the PRICING SUPPLEMENT) (or the relevant provisions of the "Pricing Supplement")) endorsed hereonhereon but, but in the event of any conflict between the provisions of the said Conditions and the such information in the Pricing Supplement, the Pricing Supplement such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement a Trust Deed (the AGENCY AGREEMENT, which expression shall be construed such Trust Deed as a reference to that agreement as the same may be amended, modified and/or supplemented or and/or restated from time to time, the "Trust Deed") dated 27th March1st May, 2003 1998 and made between, inter alia, between the Issuer, Countrywide Credit Industries, Inc. as guarantor and Bankers Trustee Company Limited as trustee for the Guarantor, JPMorgan Chase Bank (holders of the AGENT) and the other agents named thereinNotes. For value received, the The Issuer, subject to and in accordance with the ConditionsConditions and the Trust Deed, promises to pay to the bearer hereof on [on each Instalment Date and] on the Maturity Date and/or or on such earlier date(s) date as this Note may become due and repayable in accordance with the ConditionsConditions and the Trust Deed, the amount payable under the Conditions in respect on redemption of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions. These Notes shall be governed by, Conditions and construed in accordance with, English lawthe Trust Deed. This Note shall not be validly issued valid unless authenticated by the Bankers Trust Company as Agent.

FORM OF DEFINITIVE NOTE. [Face of Note] ----------------------------------------------------------------------- 00 000000 [ISIN] 00 000000 ------------------------------------------------------------------------ THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. (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 LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(jSECTION S165(J) AND 1287(a1287(A) OF THE INTERNAL REVENUE CODE.](2CODE.]3 [THE NOTES CONSTITUTE [COMMERCIAL PAPER/SHORTER TERM DEBT SECURITIES/LONGER TERM DEBT SECURITY]4 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING XXX 0000. THE ISSUER OF THIS NOTE IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING XXX 0000 (EXEMPT TRANSACTIONS) [CIBA SPECIALTY CHEMICALS CORPORATION] REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY TXU EUROPE LIMITED, WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION].5 TXU EASTERN FUNDING COMPANY (a company THE "ISSUER") (incorporated under the laws of the State of Delaware, U.S.A.)/ CIBA SPECIALTY CHEMICALS PLC with unlimited liability in England) (a company Euro)2,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME Unconditionally and irrevocably guaranteed by TXU EUROPE LIMITED (incorporated with limited liability in England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (a company incorporated with limited liability in Germany)/ CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. (a company incorporated with limited liability in Bermuda)] unconditionally and irrevocably guaranteed by CIBA SPECIALTY CHEMICALS HOLDING INC. (a company incorporated with limited liability in SwitzerlandEngland) [Specified Currency and Nominal Amount of TrancheSPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE] EURO MEDIUM TERM NOTES DUE [Year of MaturityYEAR OF MATURITY] This Note is one of a duly authorised issue Series of Euro Medium Term Notes denominated in the Specified Currency maturing on the Maturity Date (the NOTES) of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (the ISSUER). Payments in respect referred to above each of the Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. Issuer (the GUARANTOR"NOTES"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/attached hereto/set out in the First Schedule 1 to the Agency Agreement Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified and supplemented by the relevant information (appearing in the Pricing Supplement (the "PRICING SUPPLEMENT) (or the relevant provisions of the Pricing Supplement")) endorsed hereonhereon but, but in the event of any conflict between the provisions of the said Conditions and the such information in the Pricing Supplement, the Pricing Supplement such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified -------------------------------------------------------------------------------- 3 This legend can be deleted if the Notes have 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 initial maturity of 365 days or restated from time to time) dated 27th March, 2003 and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank (the AGENT) and the other agents named therein. For value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof [on each Instalment Date and] on the Maturity Date and/or on such earlier date(s) as this Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of this Note on each such date and to pay interest (if any) on this Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions. These Notes shall be governed by, and construed in accordance with, English law. This Note shall not be validly issued unless authenticated by the Agentless.

FORM OF DEFINITIVE NOTE. [Face of Note] ----------------------------------------------------------------------- 00 000000 [ISIN] 00 000000 ------------------------------------------------------------------------ THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. (1) . [ANY BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (AS DEFINED OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATESSTATES AND THE REGULATIONS THEREUNDER) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTIONS 165(j) AND 1287(aSECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE.](2) CODE AND THE REGULATIONS THEREUNDER).]1 [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] COXXXXXXXXN/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 THX XXXXXXPAL 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. 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. CIBA SPECIALTY CHEMICALS PLC (a company incorporated with limited liability in England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (a company incorporated with limited liability in Germany)/ CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. (a company incorporated with limited liability in BermudaGermany)] 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"Notes") of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.GmbH.] (the ISSUER"Issuer"). Payments in respect of the Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. (the GUARANTOR"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"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"Agency Agreement", which expression shall be construed as a reference to that agreement as the same may be amended, supplemented or restated from time to time) dated 27th March16th June, 2003 2000 and made between, inter alia, the Issuer, the Guarantor, JPMorgan The Chase Manhattan Bank (the AGENT"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.

FORM OF DEFINITIVE NOTE. [Face of Note] ----------------------------------------------------------------------- 00 000000 [ISIN] 00 000000 ------------------------------------------------------------------------ ----------------------------------------------------------------------- THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. . [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (1OTHER 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) CODE.]2 [CIBA SPECIALTY CHEMICALS CORPORATION] (a company incorporated under the laws of the State of Delaware, U.S.A.)/ CIBA SPECIALTY CHEMICALS PLC (a company incorporated with limited liability in England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (a company incorporated with limited liability in Germany)/ CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. (a company incorporated with limited liability in Bermuda)] unconditionally and irrevocably guaranteed by CIBA SPECIALTY CHEMICALS HOLDING INC. (a company incorporated with limited liability in Switzerland) [Specified Currency and Nominal Amount of Tranche] 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"Notes") of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (the ISSUER"Issuer"). Payments in respect of the Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. (the GUARANTOR"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"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"Agency Agreement", which expression shall be construed as a reference to that agreement as the same may be amended, supplemented or restated from time to time) dated 27th March, 2003 2002 and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank (the AGENT"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.