Annual General Meeting 2002

Items

Item 6: Partial amendment of the Articles of Association

A. Proposal
The Board of Directors proposes that the Articles of Association be amended as follows:

Current version

Proposed new version (changes in italics)

Article 4
Share capital

1
The share capital of the Corporation is CHF 3,588,808,997.20 (three billion, five hundred and eighty-eight million, eight hundred and eight thousand, nine hundred and ninety-seven Swiss francs and twenty centimes), divided into 1,281,717,499 registered shares with a par value of CHF 2.80 each. The share capital is fully paid up.
Paragraph 2 unchanged

1
The share capital of the Corporation is CHF 1,002,319,047.20 (one billion, two million, three hundred and nineteen thousand, forty-seven Swiss francs and twenty centimes), divided into 1,252,898,809 registered shares with a par value of CHF 0.80 each. The share capital is fully paid up.

Article 4a
Conditional capital
Employee stock ownership plan of Paine Webber Group Inc., New York ("PaineWebber")

The share capital will be increased, under exclusion of shareholders' pre-emptive rights, by a maximum of CHF 36,449,604.80, corresponding to a maximum of 13,017,716 registered shares of CHF 2.80 par value each (which must be fully paid up) through the exercise of option rights granted to the employees of PaineWebber, which were rolled over according to the merger agreement of 12 July 2000. The subscription ratio, time limits and further details were determined by PaineWebber and taken over by UBS AG. The purchase of shares through the exercise of option rights as well as any subsequent transfer of the shares are subject to the registration restrictions set out in Article 5 of these Articles of Association.

The share capital will be increased, under exclusion of shareholders' pre-emptive rights, by a maximum of CHF 10,414,172.80, corresponding to a maximum of 13,017,716 registered shares of CHF 0.80 par value each (which must be fully paid up) through the exercise of option rights granted to the employees of PaineWebber, which were rolled over according to the merger agreement of 12 July 2000. The subscription ratio, time limits and further details were determined by PaineWebber and taken over by UBS AG. The purchase of shares through the exercise of option rights as well as any subsequent transfer of the shares are subject to the registration restrictions set out in Article 5 of these Articles of Association.

Article 16
Resolutions, elections

Paragraphs 1 and 2 unchanged
3
Voting on resolutions and elections shall take place with a show of hands, but a written ballot shall be adopted if requested by at least 3% of the votes represented or if the presiding Officer so orders. A written ballot or election may also be conducted electronically. Paragraph 4 unchanged

3
The presiding Officer shall decide whether voting on resolutions and elections be conducted electronically or with a show of hands. Ordinary written ballots may also be adopted. Shareholders representing at least 3% of the votes represented may always request that a vote or election take place electronically or by written ballot.

5
The presiding Officer may order a vote by show of hands to be repeated in a written ballot if he feels there is any doubt regarding the results. In this case the show of hands vote is deemed not to have taken place.

5
Paragraph 5 to be crossed off

Article 19
Term of office

Paragraph 1 unchanged
2
New Directors elected to replace members who vacate their office before completion of their term shall serve for the remainder of the term of the Directors they are replacing. Members whose term of office has expired are immediately eligible for re-election.

2
(…) Members whose term of office has expired are immediately eligible for re-election.

Article 27
Signatures, seal, exceptional measures

Article 27
Signatures (…)

1
In accordance with the Articles of Association the company's external representation and the manner and form of signature shall be defined in the Organization Regulations.

1
Signing in the name of the company requires two authorized signatures to be binding.

2
Signing in the name of the company requires two authorized signatures to be binding. Forms and other written documents produced in large quantities in the course of daily business may be distributed with only one or without signature. Such exceptions to the joint signature principle shall be made known in a suitable form.

2
All details shall be determined in the Organization Regulations and in a special Group Directive.

3
The Board of Directors and those authorized by it to sign on behalf of the Corporation may empower individual persons to execute specific business and legal transactions.
4
For countries in which law or custom prescribes the use of seals on important or formal documents, a seal may be added to the signature. The Board of Directors shall designate such seals and issue regulations for their use.
5
To safeguard important interests of the Bank, the Board of Directors, or persons acting on the Board's instructions, may take exceptional measures in emergency situations arising as a result of extraordinary political developments.

3-5
Paragraphs 3-5 to be crossed off

B. Explanations
Article 4 reflects the decisions, which are being proposed in item 2 and item 5 (share capital, total number of shares outstanding, par value per share). Should shareholders reject or change one or the other of these proposals, the text would have to be amended accordingly.

In Article 4a the Conditional capital and the par value per share have to be adapted if shareholders approve the par value repayment proposed under item 2.

As electronic vote now is a quick and easy way to identify the exact number of votes cast, Article 16 paragraph 3 should be reworded. Electronic voting shall be the priority procedure in the future, a procedure that also meets good corporate governance requirements. As a consequence, paragraph 5 can be crossed off.

In Article 19, the first sentence of paragraph 2 can be crossed off. Members of the Board of Directors are elected as individuals, and do not replace anybody. Therefore the individual term of office of each newly elected Board member shall be fixed individually in a way to meet the requirements stipulated in paragraph 1 (one fourth of all members to be newly appointed or re-elected every year).

Article 27 contains details, which should be determined on a lower level than the Articles of Association in order to be more flexible and to swiftly respond to changed business and market requirements. A special Group Directive will be issued.