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. [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2 [CIBA SPECIALTY CHEMICALS CORPORATION] (a company incorporated under the laws of the State of Delaware, U.S.A.)/ CIBA SPECIALTY CHEMICALS PLC (a company incorporated with limited liability in England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (a company incorporated with limited liability in Germany)/ CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. (a company incorporated with limited liability in Bermuda)] unconditionally and irrevocably guaranteed by CIBA SPECIALTY CHEMICALS HOLDING INC. (a company incorporated with limited liability in Switzerland) [Specified Currency and Nominal Amount of Tranche] 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, 2002 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"”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATIONS UNDER THE SECURITIES ACT. THIS NOTE MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON. THIS NOTE MAY NOT BE OFFERED, SOLD SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR FOR RESIDENT OF THE BENEFIT UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF U.S. THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. ANY UNITED STATES PERSON 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE AGENCY AGREEMENT (AS DEFINED HEREIN). THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER THAN GOVERNMENTAL AGENCY. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT 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 ACTPROVISIONS HEREOF. [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)(46049(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)(46049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 [ANY UNITED STATES PERSON Legend on definitive bearer Notes: [Unless between individuals not acting in the conduct of a profession or business, each transaction regarding this Note which involves the physical delivery thereof within, from or into the Netherlands must be effected (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATESas required 1 [This language is applicable only to Notes with maturities of 183 days or less from the date of original issue.] by the Dutch Savings Certificates Act (Wet inzake spaarbewijzen)) 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 through the laws mediation of the State Issuer or a member of DelawareEuronext Amsterdam N.V. and, U.S.A.)/ CIBA SPECIALTY CHEMICALS PLC unless this Note qualifies as commercial paper or as a certificate of deposit and the transaction is between the professional parties, must be recorded in a transaction note which includes the name and address of each party to the transaction, the nature of the transaction and the details and serial number of this Note.]2 2 Include on zero coupon or discounted bearer Notes and other bearer Notes on which interest does not become due and payable during their term but only at maturity (a company incorporated with limited liability savings certificates, as defined in England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH the Dutch Savings Certificates Act) and which are (a company incorporated with limited liability a) not listed on Euronext Amsterdam and (b) physically issued in Germany)/ CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. (a company incorporated with limited liability the Netherlands or physically issued outside the Netherlands but distributed in Bermuda)the Netherlands immediately thereafter.] unconditionally and irrevocably guaranteed by CIBA SPECIALTY CHEMICALS HOLDING INC. (a company incorporated with limited liability in Switzerland) B OF A ISSUANCE B.V. [Specified Currency and Nominal Principal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year year of MaturityMaturity Date/Redemption Month] Series No. [ ] Tranche No. [ ] NOTE COMMON CODE: ISIN: This Note is one of a duly authorised authorized issue of Euro Medium Term Notes (the “Notes”) of B of A Issuance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date (or, as the "Notes") of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (case may be, on the "Issuer"). Payments in respect of the Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. (the "Guarantor")Interest Payment Date. References herein to the General Note Conditions shall be to the Terms and Conditions [endorsed hereon/attached hereto/of the Notes, as set out in Schedule Schedules 12-1 and 12-3 to the Agency Agreement (Agreement, including any applicable Product Annex, as defined below) which shall be incorporated by reference endorsed herein and have effect as if set out herein] as modified and supplemented by the Pricing Supplement (information set out in the "Pricing Supplement") (or the relevant provisions of the Pricing Supplement) endorsed hereonFinal Terms and which are incorporated herein by reference, but in the event of any conflict between the provisions of the General Note Conditions (including any applicable Product Annex) and the information set out in the Pricing SupplementFinal Terms, the Pricing Supplement Final Terms will prevail. This Note is issued subject to, and with the benefit of, the General Note Conditions and an amended Amended and restated Restated Agency Agreement (the "“Agency Agreement", ,” which expression shall be construed as a reference to that agreement as the same may be amended, amended or supplemented or restated from time to time) dated 27th March, 2002 as of [•] and made betweenamong B of A Issuance B.V., inter alia, the as Issuer, the Guarantor, JPMorgan Chase Bank of America Corporation (the "“Guarantor”), The Bank of New York Mellon (the “Agent"”), The Bank of New York (Luxembourg) S.A., and the other agents named therein. For value received, the Issuer, subject to and in accordance with the General Note Conditions, promises to pay to the bearer hereof [on each Instalment Installment Date and] the amount payable on such Installment Date in respect of the Notes represented by this Definitive Note (if the Notes represented by this Definitive Note are Installment Notes) and on the Maturity Date, on the Interest Payment Date and/or or on the Delivery Date, as the case may be, or on such earlier date(s) date as any of the Notes represented by this Definitive Note may become due and repayable payable in accordance with the General Note Conditions, the amount payable under or deliverable, as the Conditions in respect case may be, on redemption of such Notes then represented by this Definitive Note on each such date becoming so due and payable, and to pay interest (if any) or to deliver any Physical Delivery Amount (if any) on the Notes from time to time represented by this Definitive Note calculated and payable as provided in the General Note Conditions together with any other sums payable under the ConditionsGeneral Note Conditions provided that all payments will be made outside the United States and its possessions. These Notes Payment hereunder is guaranteed by the Guarantor, as set forth in the Senior Guarantee Agreement or the Subordinated Guarantee Agreement, as applicable, each executed by the Guarantor on January 16, 2007. This Note shall be governed by, and construed in accordance with, English lawthe laws of the State of New York, United States of America, without regard to principles of conflicts of laws. This Note shall not be validly issued unless authenticated become valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly signed by or on behalf of the AgentAgent acting in accordance with the Agency Agreement.

FORM OF DEFINITIVE NOTE. [Face of Note] ----------------------------------------------------------------------- 00 000000 [ISIN] 00 000000 ----------------------------------------------------------------------- On the front: THE SUBORDINATED NOTES REPRESENTED BY THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR DELIVERED WITHIN OTHERWISE TRANSFERRED IN THE UNITED STATES EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION THEREFROM. THE TRANSFER OF THIS NOTE IS SUBJECT TO OR CERTAIN CONDITIONS, INCLUDING THOSE SET FORTH IN THE FORM OF TRANSFER LETTERS AVAILABLE UPON REQUEST FROM THE TRUSTEE, THE BANK OF NEW YORK (THE “TRUSTEE”). THE HOLDER HEREOF, BY PURCHASING THIS GLOBAL NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRUSTEE THAT THIS SUBORDINATED NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO ABN AMRO BANK N.V. OR ONE OF ITS AFFILIATES, (B) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSONS OTHER THAN PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF THE REGULATION S, (C) IN ACCORDANCE WITH RULE 144A TO A PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, AND TO WHOM NOTICE IS GIVEN THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IF AVAILABLE, PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, AND SUBJECT TO THE RECEIPT BY ABN AMRO BANK N.V. OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE WHICH IT MAY REASONABLY REQUIRE THAT SUCH SALE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED HEREIN SHALL HAVE , AND SUBJECT TO, UPON THE MEANING ASCRIBED TO THEM REQUEST OF ABN AMRO BANK N.V., THE RECEIPT BY ABM AMRO BANK N.V OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE WHICH IT MAY REASONABLY REQUIRE THAT SUCH SALE OR TRANSFER IS MADE IN REGULATION S UNDER COMPLIANCE WITH THE SECURITIES ACT. [NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY ACCEPTING RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS OBLIGATIONSUBORDINATED NOTE. ANY RESALE OR OTHER TRANSFER, OR ATTEMPTED RESALE OR OTHER TRANSFER, OF SUBORDINATED NOTES MADE OTHER THAN IN COMPLIANCE WITH THE FOREGOING RESTRICTIONS SHALL NOT BE RECOGNIZED BY THE ISSUER, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (TRUSTEE OR ANY OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) AGENT OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDERISSUER. 4.65% Subordinated Notes due 2018 (the “Subordinated Notes”) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2 [CIBA SPECIALTY CHEMICALS CORPORATION] (a company incorporated under the laws of the State of DelawareCUSIP No.: • $ • ISIN No.: • Certificate No. • Common Code: • Maturity Date: June 4, 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] 2018 • Denominations: • This Subordinated Note is one of a duly authorised issue the 4.65% Subordinated Notes due 2018 (“Subordinated Notes”) of Euro Medium Term Notes denominated in the Specified Currency maturing on the Maturity Date ABN AMRO Bank N.V. (the "Notes"“Issuer”) of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (the "Issuer"). Payments in respect issued as of the Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. (date specified above, maturing as of the "Guarantor")date specified above. 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 . Words and expressions 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 Conditions shall bear the provisions of the Conditions and the information in the Pricing Supplement, the Pricing Supplement will prevailsame meanings when used herein. This Subordinated Note is issued subject to, and with the benefit of, the Conditions and to an amended and restated Agency Agreement Indenture (the "Agency Agreement", “Indenture” which expression shall be construed as a reference to that agreement as the same may be amended, amended supplemented or restated from time to time) ), dated 27th MarchJune 2, 2002 2003, between the Issuer and made betweenThe Bank of New York, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank as Trustee (the "Agent"“Trustee” which expression shall include its successor or successors for the time being under the Indenture). THIS IS TO CERTIFY that [ ] is/are the registered holder(s) of one of the above mentioned Subordinated Notes 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] is/are entitled on the Maturity Date and/or or on such earlier date(s) date as this Subordinated Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect on redemption of this Note on each such date Subordinated Note, and to pay interest (if any) on this Subordinated Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions. These Notes shall be governed byUnless the certificate of authentication hereon has been executed by the Trustee by manual signature, and construed in accordance with, English law. This this Subordinated Note shall not be validly issued unless authenticated valid for any purpose. IN WITNESS whereof the Issuer has caused this Subordinated Note to be signed in facsimile on its behalf. ABN AMRO BANK N.V. By: Name: Title: Authorized Signatory By: Name: Title: Authorized Signatory Issued in as of _____________________, 20___. Authenticated by The Bank of New York, as Trustee By: Name: Title: Authorized Signatory S2-17 [Insert Reverse of Subordinated Notes] S2-18 - FORM OF TRANSFER OF SUBORDINATED NOTE - FOR VALUE RECEIVED the Agent.undersigned hereby sell(s), assign(s) and transfer(s) to (Please print or type name and address (including postal code) of transferee) [$ ] principal amount of this Subordinated Note and all rights hereunder, hereby irrevocably constituting and appointing [ ] as attorney to transfer such principal amount of this Subordinated Note in the register maintained by The Bank of New York with full power of substitution. Signature(s) Date: [ ]

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 OFFEREDOFFERED OR SOLD DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), SOLD ITS POSSESSIONS, ITS TERRITORIES OR DELIVERED OTHER AREAS SUBJECT TO ITS JURISDICTION (THE “UNITED STATES”) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY CITIZEN OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF OR THEREIN, AN ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR A TRUST IF BOTH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS OR A TRUST THAT HAS MADE A VALID ELECTION TO BE TREATED AS A DOMESTIC TRUST FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (“UNITED STATES PERSONS”); PROVIDED, HOWEVER, THAT THE TERM “UNITED STATES PERSON” SHALL NOT INCLUDE A BRANCH OR AGENCY OF A UNITED STATES BANK OR INSURANCE COMPANY THAT IS OPERATING OUTSIDE THE UNITED STATES FOR VALID BUSINESS REASONS AS A LOCALLY REGULATED BRANCH OR INSURANCE BUSINESS AND NOT SOLELY FOR THE BENEFIT PURPOSE OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR INVESTING IN A TRANSACTION SECURITIES NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S REGISTERED 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 LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2 [CIBA SPECIALTY CHEMICALS CORPORATION] CODE. €1,000/€10,000/E100,000 GENERAL MOTORS 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 SwitzerlandUnited States of America) [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM € % NOTES DUE [Year of Maturity] This Note is one of GENERAL MOTORS CORPORATION, a duly authorised issue of Euro Medium Term Notes denominated in the Specified Currency maturing on the Maturity Date Delaware corporation (the "Notes") of [Ciba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH/Ciba Specialty Chemicals Eurofinance Ltd.] (the "Issuer"“Company”). 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, 2002 and made between, inter alia, the Issuer, the Guarantor, JPMorgan Chase Bank (the "Agent") and the other agents named therein. For for value received, the Issuer, subject to and in accordance with the Conditions, hereby promises to pay to the bearer hereof on [Maturity Date], upon surrender hereof, the principal amount of One Thousand/Ten Thousand/One Hundred Thousand Euros €1,000/E10,000/€100,000 and to pay interest at the rate of % per annum in arrears from the date of issuance or the later date to which interest has been paid or provided for on said principal amount annually on each Instalment Date and] , beginning , 2004, until payment of said principal amount has been made or duly provided for, but only, in the case of interest due on or before maturity, upon presentation and surrender of interest coupons attached hereto (the “Coupons”) as they shall severally mature. Such payments shall be made in Euros. Reference is made to the further provisions set forth under Terms and Conditions of the Note endorsed on the Maturity Date and/or on such earlier date(s) reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. Holders of this Note and holders of the Coupons appertaining hereto are deemed to have notice of all of the provisions of the Fiscal and Paying Agency Agreement applicable to them. Copies of the Fiscal and Paying Agency Agreement are available for inspection at the specified offices of the Fiscal Agent. Title to this Note and to any Coupon appertaining hereto shall pass by delivery. The Company may treat the bearer hereof as the absolute owner of this Note for all purposes (notwithstanding any notice to the contrary and whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon or notice of any previous loss or theft or trust or other interest herein). Neither this Note nor any Coupon shall be valid or become due and repayable obligatory for any purpose until the Certificate of Authentication hereon shall have been duly signed by the Fiscal Agent acting in accordance with the Conditions, the amount payable under the Conditions in respect of this Note on each such date Fiscal 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 AgentPaying Agency Agreement.