ALCON, INC. BOARD OF DIRECTORS ORGANIZATIONAL REGULATIONS September 2004 ALCON, INC.BOARD OF DIRECTORS ORGANIZATIONAL REGULATIONS Table of Contents Article I Authority 3 Article II Executive Bodies of the Company 3 Artic

ORGANIZATIONAL REGULATIONS

ORGANIZATIONAL REGULATIONS

Section 1. Authority. These Organizational Regulations (the Regulations) are enacted by the Board of Directors of Alcon, Inc. (the Company) pursuant to art. 716b of the Swiss Code of Obligations (CO) and art. 21 para. 1 and 25 of the Company s articles of association (the Articles of Association). They govern the powers and duties of the Company s executive bodies and the organization of the Group Executive Management.

Section 2. Company. The Company is the holding company of an international group of companies active in the ophthalmic and related businesses. As such it performs strategic, financial and management functions not only for the Company itself but also with respect to the companies controlled by it. In view of this Group-wide function, the executive bodies and officers of the Company have to resolve on matters that pertain both to the Company and to other Group companies. Notwithstanding this, in any event, the executive bodies of the Company shall give due respect to the legal independence of all Group companies and to the local law applicable to them.

Section 3. Organization. For the purposes of these Regulations, the Group shall mean the Company and its Subsidiaries, where Subsidiaries means all such companies and a Subsidiary shall mean any such company in which the Company holds directly or indirectly a majority of the voting rights or has the right to appoint a majority of the members of the Board of Directors.

References in these Regulations to the masculine gender ( he ) shall be deemed also to include the feminine gender ( she ).

Executive Bodies of the Company

Section 1. Executive Bodies and Management. The following are the Executive Bodiesof

(a) the Board of Directors (the Board);

(b) the chairman of the Board (the Chairman);

(c) the Board Committees established from time to time pursuant to these Regulations (the Board Committees);

(d) the officers of the Company (the Officers); and

(e) the managing director and Chief Executive Officer of the Group (the CEO).

Section 2. Group Executive Management. To the extent these Regulations do not reserve specific powers to the Board, the Officers or the CEO, group executive management (the Group Executive Management) shall be coordinated by the senior executive officers of Alcon Laboratories, Inc. (Alcon Laboratories).

Section 1. Organization. The Board elects a Chairman, a Vice-Chairman, and the members of the Board Committees from its members each year following the annual general meeting.

The Board shall form three classes of directors serving staggered terms. The Board shall itself determine the classes of its members. The first terms of the Board members will expire as follows:

(a) Class I Board members will have terms of office expiring at the annual general meeting of shareholders in 2003;

(b) Class II Board members will have terms of office expiring at the annual general meeting of shareholders in 2004; and

(c) Class III Board members will have terms of office expiring at the annual general meeting of shareholders in 2005.

Board members shall retire from office no later than the annual general meeting after their 72nd birthday.

The Board further appoints a Company secretary who need not be a member of the Board.

Section 2. General Powers. The Board shall exercise its function as required by law, the Articles of Association and these Regulations. The Board shall determine the principles of the Company s and the Group s business strategy and policies.

The Board shall be authorized to pass resolutions on all matters which are not (i) reserved to the shareholders meeting of the Company (Shareholders Meeting) by the Articles of Association, (ii) delegated to the CEO or the Officers, provided that applicable law allows such delegation, or (iii) the tasks reserved to any Board Committee by these Regulations.

Section 3. The Board has the following powers and duties:

(a) the ultimate direction of the Company and the issuance of the necessary guidelines in accordance with applicable Swiss law and regulations;

(b) the determination of the Company s organizational structure, including the enactment and amendment of these Regulations;

(c) the determination of the Company s accounting principles, financial control and financial planning;

(d) the appointment and removal of the Company secretary, the members of Committees nominated by the Board and the Executive Management of the Company and the Group, as well as the determination of their signatory power (see Article X, Section 1);

(e) the ultimate supervision of the persons entrusted with the management of the Company, in particular with regard to their compliance with applicable law, the Articles of Association, these Regulations and any ancillary regulations and guidelines of the Company;

(f) the adoption of resolutions concerning an increase in share capital to the extent that such power is vested pursuant to Swiss corporation law in the Board and of resolutions concerning the confirmation of capital increases and corresponding amendments to the Articles of Association, as well as making the required report on the capital increase;

(g) the review and approval of the business report and the financial statements and any required filings with regulatory authorities or stock exchanges (unless delegated by these Regulations) as well as the preparation of the Shareholders Meeting and the implementation of its resolutions;

(h) the examination of the professional qualifications of the Company s auditors;

(i) the notification of the court if the liabilities of the Company exceed the assets of the Company (art. 725 CO);

(j) the approval of transactions as listed in Annex 3.3 (k) to these Regulations of the Company and any company of the Group;

(k) the approval of the annual investment and operating budgets as well as the long-term plan of the Company and the Group;

(l) the exercise of shareholder rights in the Subsidiaries, as well as the ultimate control of the business activities of the Subsidiaries;

(m) the approval of executive regulations promulgated in accordance with Article XI, Section 2 of these Regulations;

(n) the establishment of the Company s dividend policy;

(o) the approval of any registration statements, prospectuses, listing particulars, notices and circulars to holders of Company securities or recommendations in respect of any matters which may be submitted to holders of the Company s securities (unless delegated by these Regulations);

(p) the review and approval of the recommendations of the Board Committees;

(q) the response to any approach regarding a takeover offer for the Company;

(r) the adoption, implementation and interpretation of any code of ethics and business practice; and

(s) to determine the membership and terms of reference of any Board Committees.

Section 4. Delegation of Other Duties. The Board herewith delegates all other duties, including the preparation and implementation of the Board resolutions as well as the supervision of particular aspects of the business in the sense of art. 716a para. 2 CO and the management of the Company in the sense of art. 716b CO to the CEO.

The Board may, upon giving appropriate notice to the corporate body or individual to whom it has delegated any of its powers and duties, re-assume responsibility for such powers and duties. Similarly, the Board may, upon giving appropriate notice, delegate such powers and duties to any other corporate bodies or individuals as it may from time to time deem appropriate. Any such delegation shall operate as a variation of the rules of competence set forth in these Regulations unless and until the Board re-assumes responsibility for any delegated matters.

Section 5. Meetings. The Board shall convene as often as necessary, at least four times a year. Board meetings shall be held at the Company s place of incorporation or at such other place as the Board may determine.

The meetings shall be called by the Chairman or on his behalf by the Secretary. A meeting shall also be called by the Chairman upon the written request of a Board member indicating the items and the proposals to be submitted. The Chairman shall decide whether persons other than the directors may attend a meeting.

Notice of meetings shall be given ten days in advance in writing and the notice shall set forth the agenda. Each member of the Board may demand that items be placed on the agenda. The relevant request must be submitted in writing to the Chairman at least 14 days before the meeting. Urgent items that are brought up after the notice of the meeting has been distributed may be discussed at the meeting. Resolutions on such matters can only be passed if all Board members attending the meeting agree. In urgent cases, the Chairman may call a meeting at short notice in writing or by other convenient means of communication.

Meetings of the Board may be held in person or by telephone conference or other means of direct communication.

Section 6. Board Resolutions. The Board shall have a quorum when the majority of its members are present. Board members cannot appoint proxies. No attendance quorum is required if the meeting is called to certify an increase of capital and to effect the amendment of the Articles of Association related thereto.

Subject to Article V, Section 5 of these Regulations, resolutions of the Board shall be adopted upon a majority of the votes cast. In case of a tie, the acting chairman has a casting vote.

Resolutions may also be passed in writing, provided no Board member requests oral deliberation within 3 business days of notification of the proposal. To be valid, resolutions in writing must have been communicated to all Board members, and must have been approved in writing by a majority of the Board members.

Section 7. Board Minutes. All resolutions shall be properly recorded in Board minutes which must be signed by the acting chairman and the Secretary.

In the case of resolutions by circular letter (in writing), such letters qualify as Board minutes if signed by all, including the dissenting, members of the Board and the Secretary.

Section 8. Information and Reporting. Each member of the Board is entitled, at the Board meetings, to request and receive from the other Board members and from the management information on all affairs of the Company.

Outside of the Board meetings, each member of the Board may request information from the CEO on the general course of business and, upon approval by the Chairman, each member of the Board may obtain information on specific transactions and/or access to business documents.

Section 9. Compensation. All non-executive directors of the Company shall be paid a compensation for their services as directors out of the funds of the Company. Such compensation to directors (other than any director who for the time being holds an executive office or employment under the Company or a Subsidiary of the Company) shall be determined by the Compensation Committee.

In addition to the above, the directors shall be paid out of the funds of the Company all expenses properly incurred by them in the discharge of their duties, including their expenses of traveling to and from the meetings of the Board, meetings of the Board Committee, Shareholders Meetings and separate meetings of the holders of any class of securities of the Company.

The Board may grant special compensation to any director who performs any special or extra services to or at the request of the Company. Special compensation may be made payable to a director who has performed any special or extra services in addition to his ordinary compensation (if any) as a director.

Chairman and the Vice-Chairman

Section 1. Powers and Duties. The Chairman has the following powers and duties:

(a) organizing and preparing of the agenda for the Shareholders Meetings and Board meetings;

(b) presiding over the Shareholders Meetings and Board meetings; and

(c) signing of the Company s application for registration with the Commercial Register (which function may be delegated).

Section 2. Authority. Should the Chairman be unable or unavailable to exercise his functions, his functions shall be assumed by the Vice-Chairman, or if the latter should also be unable or unavailable, another member of the Board appointed by the Board.

Section 1. General. The Board may appoint Board Committees for specific areas from among its members. Together with their appointment, the Board shall establish the appropriate rules with respect to the mission, the authority and the reporting of the pertinent Board Committee.

All members of the Board are invited to attend any meetings of any of the Board Committees and, upon request of the chairman of such Board Committee, will receive all material distributed to such Board Committee members.

Notwithstanding the generality of the above, the following permanent Board Committees shall be appointed.

Section 2. Compensation Committee. The Compensation Committee shall be comprised of three members of the Board, one of which shall be designated by Nestl as the Company s Majority Shareholder (the Majority Shareholder) and two of which shall be independent directors (as that term is understood pursuant to the rules and regulations of the New York Stock Exchange as applicable from time to time (the NYSE Rules)). The Compensation Committee shall operate under and in accordance with a Charter adopted by the Board.

The members of the Compensation Committee shall be appointed for a one-year term. Members of the Compensation Committee shall be eligible for re-election.

The Compensation Committee shall have the following powers and duties:

(a) review of the general compensation strategy of the Company and the Group;

(b) recommendations for approval by the Board of compensation and benefits programs for the CEO and the members of Group Executive Management;

(c) review of the terms of employment between the Company and any executive officer or key employee;

(d) administration of the long-term incentive plan and recommendations to the Board for individual grants under this plan; and

(e) decision on the remuneration of the Board members.

The Compensation Committee shall meet at least twice per year. It shall report to the full Board on any decisions taken and on any other important employment, salary and benefit matters.

The Compensation Committee may recommend to the Board of Directors that a discretionary pool of options or other incentive awards be made available to the CEO for grant to employees of the Group in any given business year. Any option grants by the CEO shall be ratified by the Compensation Committee on a quarterly basis. The size and terms of the discretionary pool of options shall be determined by the Board of Directors upon recommendation of the Compensation Committee on an annual basis. Any unawarded options out of the discretionary pool for a given business year will be available for allotment to employees in subsequent business years.

Section 3. Audit Committee. The Audit Committee shall be comprised of at least three members of the Board all of whom shall be independent directors as defined under the NYSE Rules. In addition, each member of the Audit Committee shall meet all applicable requirements of the Audit Committee Policy of the New York Stock Exchange with respect to financial literacy, accounting or related financial expertise, and any other matters required by the NYSE. The Audit Committee shall invite one representative of the Majority Shareholder to participate in the deliberations relating to the matters contemplated under paragraphs (h), (i), (j), (k) and (m) below, and on financial matters to be submitted to the Board of Directors for approval. The Audit Committee shall operate under and in accordance with a Charter adopted by the Board.

The purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities to oversee the Company s financial reporting process, including monitoring the integrity of the Company s financial statements and the independence and performance of the Company s internal and external auditors. The Audit Committee s responsibility is one of oversight and, in carrying out its responsibility, the Audit Committee is not providing any expert or other special assurance as to the Company s financial statements.

The Chief Financial Officer of the Alcon Group may be invited to attend meetings of the Audit Committee as a guest.

The members of the Audit Committee shall be appointed for a one-year term. Members of the Audit Committee shall be eligible for re-election.

The Audit Committee shall have the following powers and duties:

(a) to review the adequacy of the system of internal accounting procedures of the Company and the Group, and to oversee that effective systems of internal financial controls and for reporting non-financial operating data are maintained;

(b) to make recommendations to the Board regarding the appointment of independent auditors of the Company and the Group;

(c) to hold discussions with the independent auditors of the Company and the Group regarding their audit procedures, including the proposed scope of the audit, the audit results and the related management letters;

(d) to review the audit results and related management letters;

(e) to review the services performed by the independent auditors of the Company and the Group in connection with determining their independence;

(f) to review the reports of the internal and outside auditors and to discuss their contents with the auditors and with the Group Executive Management;

(g) to oversee the selection and terms of reference of the internal auditors and the outside auditors of the Company and the Group;

(h) to make recommendations for approval by the Board of an asset and liability management policy and strategic direction;

(i) to have overall supervisory responsibility to ensure proper implementation of the financial strategy as approved by the Board;

(j) to monitor strategy execution, portfolio management, risk management and the carrying out of special actions necessary to support the strategy;

(k) to review periodically the financial results of the Group as achieved;

(l) to oversee that the financial performance of the Group is properly measured, controlled and reported;

(m) to recommend any share repurchase program for approval by the Board;