ALCON EXECUTIVE DEFERRED COMPENSATION PLAN EFFECTIVE DATE

EXECUTIVE DEFERRED COMPENSATION PLAN

EFFECTIVE DATE: January 1,

EXECUTIVE DEFERRED COMPENSATION PLAN

V. Administration of the

VII. Plan Accounts 13

IX. Change in Distribution

X. Offset for Obligations to

XIV. Determination of

XVII. Unfunded Status of

Section 409A Compliance 27

EXECUTIVE DEFERRED COMPENSATION PLAN

name of the plan is the Alcon Executive Deferred Compensation Plan (the "Plan").

Its purpose is to provide certain individuals with the opportunity to defer

receipt of compensation and certain stock gains arising prior to January 1, 2005 otherwise payable

currently and to accumulate earnings thereon on a tax-deferred basis. This

program has been adopted in recognition of the valuable service of eligible

individuals and the desire to provide them with additional flexibility in their

personal financial planning. This Plan is intended to be an unfunded plan

maintained primarily for the purpose of providing deferred compensation for a

select group of management or highly compensated employees within the meaning of

Title I of the Employee Retirement Income Security Act of 1974, as amended

originally effective as of October 25, 2002. This amended and

restated Plan shall be effective as of January 1, 2008 and shall apply to all

amounts deferred hereunder, including amounts deferred prior to January 1, 2005

and amounts deferred after such date. This Plan was operated in good

faith compliance with the requirements of section 409A of the Code, Notice

2005-1, the Proposed Treasury Regulations 1.409A-1 through 3 and 6 for periods

from January 1, 2005 through December 31, 2007 and from January 1, 2008 through

December 31, 2008 in good faith compliance with section 409A of the Code,

Treasury Regulation sections 1.409A-1 through 3 and 6, and to the extent not

addressed therein Notice 2005-1. No amount shall be

treated as grandfathered under section 409A of the

"person" or "group" (as those terms are used in Sections 13(d) and 14(d) of the

Securities Exchange Act of 1934, as amended from time to time (the "Exchange

Act") (other than one or more Excluded Persons) becomes the owner of 25% or more

of the Common Stock of the Sponsor, or, with respect to Holdings or the

Participant's Employer, 33% or more of the Common Stock or 33% or more of the

Common Stock of the general partner in any Employer that is a limited

who, as of the Effective Date, constitute the Board of Directors of Sponsor,

Holdings, the Participant's Employer, or (in the case of an Employer that is a

limited partnership) the general partner of Participant's Employer (the

"Continuing Directors") cease for any reason to constitute at least a majority

of such Board; provided, however, that any individual becoming a director after

the Effective Date whose election or nomination for election by the

shareholders, was approved by a vote of at least a majority of the Continuing

Directors will be considered as though such individual were a Continuing

Director, but excluding for this purpose any such individual whose initial

assumption of office occurs as a result of either an actual or threatened

election contest (as such terms are used in Rule 14a-11 of Regulation 14A

promulgated under the Exchange Act) or other actual or threatened solicitation

of proxies or consents by or on behalf of a Person other than the Board of

reorganization, merger, consolidation or similar transaction which results in

the voting securities of the Sponsor, Holdings, the Participant's Employer (or,

in the case of an Employer that is a limited partnership, the general partner of

such Employer) outstanding immediately prior thereto continuing to represent

(either by remaining outstanding or by being converted into voting securities of

the surviving or acquiring entity) less than 51% of the combined voting power of

the voting securities of the Sponsor, Holdings, the Participant's Employer, or

the general partner of such Employer, or such surviving or acquiring entity

outstanding immediately after such merger or consolidation;

liquidation or dissolution of the Participant's Employer or sale of an operating

division or substantially all of the assets of the Participant's Employer. In

addition, for purposes of this definition the following terms have the meanings

Stock" means, in the case of a corporation, the then outstanding Common Stock

plus, for purposes of determining the stock ownership of any Person, the number

of shares of Common Stock which such Person has the right to acquire (whether

such right is exercisable immediately or only after the passage of time) upon

the exercise of conversion rights, exchange rights, warrants, or options or

otherwise. Notwithstanding the foregoing, the term Common Stock does not include

shares of preferred stock or convertible debt or options or warrants to acquire

shares of Common Stock (including any shares of Common Stock issued or issuable

upon the conversion or exercise thereof) to the extent that the Board of

Directors of Sponsor, Holdings, or an Operating Subsidiary, as applicable,

expressly so determines in any future transaction or

means Alcon Holdings, Inc., a corporation organized in

Subsidiary" means Alcon Manufacturing Ltd., a Texas limited partnership, Alcon

Laboratories, Inc., a Delaware corporation, Alcon Research Ltd., a Texas limited

partnership, Falcon Pharmaceuticals, Ltd., a Texas limited partnership, Alcon

Pharmaceuticals, Inc., a Delaware corporation, RefractiveHorizons, LP, a Texas

limited partnership, Summit Autonomous, Inc., a Massachusetts corporation, or

any other subsidiary of Holdings.

Participant's "Employer" refers to the Operating Subsidiary for whom the

Participant performs services as a common law employee.

Persons" shall mean Nestl SA, the Sponsor, Holdings, an Operating Subsidiary,

or an affiliate of any of the foregoing, or any employee benefit plan (or

related trust) sponsored by any of them.

Person will be deemed to be the "owner" of any Common Stock of which such Person

would be the "beneficial owner," as such term is defined in Rule 13d-3

promulgated by the Securities and Exchange Commission under the Exchange

(1) a Participant acting as an

independent contractor with respect to the Company the date upon which the

Participant's contract under which the Participant provides services to the

Company expires (or if there is more than one contract, the date when all of

Participant's contracts with the Company expire) provided such expiration of the

Contract(s) is a good fact and complete termination of the contractual

relationship. An expiration is not a good faith Separation from

Service if the Company anticipates renewal of the relationship or contract or

the independent contractor becomes an employee. Renewal is

anticipated if neither the Company nor the Participant has eliminated the

Participant as a potential service provider. The Participant will be