Item 3

Amendments to the Articles of Association

3.1. Reduction of the Term of Office of Members of the Board of Directors From Three Years to One Year (Article 19 para. 1 of the Articles of Association)

A. Motion
The Board of Directors proposes to reduce the term of office of the members of the Board of Directors from the current three years to one year and that Article 19 para. 1 of the Articles of Association be replaced by the following:

Current Version

Proposed New Version

Article 19 para. 1

1 The term of office for members of the Board of Directors is three years, with the interval between two Annual General Meetings being deemed a year for this purpose. The initial term of office for each Director shall be fixed in such a way as to assure that about one third of all the members have to be newly elected or re-elected every year.

Article 19 para. 1

1 The term of office for members of the Board of Directors is one year, with the interval between two Annual General Meetings being deemed a year for this purpose.

B. Explanations
The new term of office will apply to this year's and all future elections and re-elections of the members of the Board of Directors. All current members of the Board of Directors can continue their three-year tenure; the one-year term will apply going forward once a particular member of the Board of Directors stands for re-election. As a result, by 2010 at the latest, the entire Board of Directors of UBS AG will be confirmed on a yearly basis by the Annual General Meeting.


3.2. References to Group Auditors (Articles 17 lit. b, 25 lit. c, 31 para. 1 and 2 and Title D of the Articles of Association)

A. Motion
The Board of Directors proposes to delete all references to the Group Auditors and that Articles 17 lit. b, 25 lit. c, 31 para. 1 and 2, as well as Title D of the Articles of Association be replaced by the following:

Current Version

Proposed New Version

Article 17 lit. b
…
b) To elect the members of the Board of Directors, the Statutory Auditors and the Group Auditors
…

Article 17 lit. b
…
b) To elect the members of the Board of Directors and the Auditors
…

Article 25 lit. c
…
c) Consideration of reports prepared by the Statutory and Group Auditors concerning the annual financial statements.

Article 25 lit. c
…
c) Consideration of reports prepared by the Auditors concerning the annual financial statements.

Article 31 para. 1 and 2
1 An auditing company is to be appointed as Statutory and Group Auditors.
2 The shareholders in General Meeting shall elect the Statutory and Group Auditors for a term of one year. The rights and duties of the Statutory and Group Auditors are determined by the provisions of the law.

Article 31 para. 1 and 2
1 An auditing company subject to governmental supervision as required by law is to be appointed as Auditors.
2 The shareholders in the General Meeting shall elect the Auditors for a term of office of one year. The rights and duties of the Auditors are determined by the provisions of the law.

Title D
Corporate bodies
D. Statutory and Group Auditors

Title D
Corporate bodies
D. Auditors

B. Explanations
As of 1 January 2008, the Swiss Code of Obligations was partly amended. As part of this revision, the distinction between Statutory Auditors and Group Auditors was abolished. As from 1 January 2008, (i) the statutory financial statements of a Swiss corporation and (ii) the consolidated financial statements of the corporation and its subsidiaries need to be audited by one auditor. These amendments to the Articles of Association do not change anything in substance.

Revised version of 1 April 2008