Articles of Association of Alcon, Inc. as of

Articles of Association of Alcon, Inc. as of March 25, 2002

-------------------------------------------------------------------------------

Name, Place of Incorporation, Purpose and Duration

Under the name Alcon, Inc. there exists a corporation with its place of

incorporation in Hunenberg, Canton of Zug, Switzerland.

The business purpose of the company consists of the purchase, the

administration and the transfer of patents, trademarks, technical and

industrial know how, the provision of technical and administrative consultancy

services and the holding of participations in other industrial and commercial

The Company may engage in all types of transactions and may take all measures

that appear appropriate to promote the purpose of the Company or that are

related to the same.

The duration of the Company is unlimited.

-------------------------------------------------------------------------------

The share capital of the Company is CHF 61,395,000 and is divided into

306,975,000 fully paid registered shares. Each share has a par value of CHF

Upon resolution of the Shareholders' Meeting with the supermajority set out in

Art. 18 of these Articles of Association, registered shares may be converted

into bearer shares and vice versa.

The share capital may be increased in an amount not to exceed CHF 6,000,000

through the issuance of up to 30,000,000 fully paid registered shares with a

par value of CHF 0.20 per share in connection with the issuance of new shares

or options to employees or directors of the Company and group companies. The

pre-emptive and advance subscription rights of the shareholders shall thereby

be excluded. The shares or options to acquire shares shall be issued to

employees pursuant to one or more regulations to be issued by the Board of

Directors, taking into account performance, functions, levels of

responsibility and profitability criteria. Shares may be issued to employees

or directors at a price lower than the current market price quoted on the

stock exchange on which the shares are traded, but at least at par value. In

case of the issuance of options to purchase shares, the exercise price shall

be no less than the prevailing stock exchange price upon grant of the options.

The participation capital of the Company is CHF 13,950,000 and is divided into

69,750,000 registered participation certificates with a par value of CHF 0.20

each. The participation certificates are fully paid.

The participation certificates grant the preferential right to receive a

preferential liquidation or dividend payment to be determined by the

Shareholders' Meeting. The amount of the preferential liquidation and dividend

payment is in the discretion of the Shareholders' Meeting. In addition, the

participation certificates grant, proportionally to their par value, the same

claim to a corresponding portion of remaining liquidation proceeds and the

remaining profits as shown in the balance sheet after distribution of the

preferential liquidation payment; in contrast, they do not confer any voting

rights or any rights related thereto.

Participation certificates confer on their holders the same preemptive

subscription rights as shares. Should the share capital and the participation

capital be simultaneously increased in the same proportions, the shareholders

shall only be entitled to pre-emptive rights to subscribe shares, and the

participation certificates holders shall only be entitled to pre-emptive

rights to subscribe participation certificates. Furthermore, art. 656g CO

Unless provided otherwise by law or by the Articles of Association, the

provisions of the law and of the Articles of Association regarding the share

capital, the shares and the shareholders shall also apply with respect to the

participation capital, the participation certificates and the holders of

participation certificates.

By an amendment of the Articles of Association, the Shareholders Meeting may

at all times convert participation certificates into shares.

The Company shall maintain, itself or through a third party, a share register

listing the surname and first name and address (in the case of legal entities,

the company name and place of incorporation) of the holders and usufructuaries

of the registered shares. A shareholder must notify the share registrar of any

change in address. Until such notification shall have occurred, all written

communication from the Company to shareholders of record shall be deemed to

have validly been made if sent to the address recorded in the share register.

Acquirors of registered shares shall be recorded upon request in the share

register as shareholders with voting rights.

After hearing the registered shareholder, the Board of Directors may cancel

the registration of such shareholder as a shareholder with voting rights in

the share register, retroactive to the date of registration, if such

registrations were made based on false information. The relevant shareholder

shall be informed immediately as to the cancellation.

The board of directors may record nominees who hold shares in their own name,

but for account of third parties, as shareholders of record in the share

register of the Company. Beneficial owners of shares who hold their shares

through nominees exercise their shareholders' rights through the

intermediation of such nominees.

The Company shall issue registered shares or share certificates incorporating

a number of registered shares to the name of record owners of shares.

Registered shares and share certificates shall bear the signatures of two duly

authorized signatories of the Company, of which at least one shall be a member

of the Board of Directors. These signatures may be facsimile signatures.

The Company may destroy issued share certificates without replacement with the

consent of the affected shareholder of record.

Uncertificated registered shares, including any uncertificated rights arising

thereunder, may be transferred only by way of written assignment. The

assignment must be notified to the share registrar to be valid.

Uncertificated registered shares and the pecuniary rights associated therewith

may be pledged only by way of a written agreement, and only in favor of the

financial institution at which the shareholder holds such shares in book-entry

form. Notification to the Company shall not be necessary.

The Company shall only accept one representative per share.

Unless the Articles of Association provide otherwise, the Company is entitled

to accept only those persons as shareholders, usufructuaries of shares or

nominees who have been recorded in the share register, and to perform only as

against such persons.

-------------------------------------------------------------------------------

A. Shareholders' meeting

The Shareholders' Meeting is the supreme body of the Company.

The Ordinary Shareholders' Meeting shall be held each year within six months

after the close of the fiscal year of the Company; the business report and the