Articles of Association of Alcon, Inc. as of

Articles of Association of Alcon, Inc. as of July 23, 2002

SECTION 1: NAME, PLACE OF INCORPORATION, PURPOSE AND DURATION

Name, Place of Incorporation

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

incorporation in Hunenberg, Canton of Zug, Switzerland.

1 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

2 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.

SECTION 2: SHARE CAPITAL

1 The share capital of the Company is CHF 61,828,139.80 and is divided

into 309,140,699 fully paid registered shares. Each share has a par value of

2 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.

Conditional Share Capital

1 The share capital may be increased in an amount not to exceed

CHF 5,566,860.20 through the issuance of up to 27,834,301 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.

Share Register and Restrictions on Registration, Nominees

1 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

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

share register as shareholders with voting rights.

3 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.

4 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.

1 The Company shall issue registered shares or share certificates

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

2 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

3 The Company may destroy issued share certificates without replacement

with the consent of the affected shareholder of record.

4 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.

5 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.

1 The Company shall only accept one representative per share.

2 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.

SECTION 3: CORPORATE BODIES

A. Shareholders' Meeting

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

Ordinary Shareholders' Meetings

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 Auditor's report, together with the group auditor's report, shall be

made available for inspection by the shareholders at the place of

incorporation of the Company no later than twenty days prior to the meeting.

Each shareholder is entitled to request immediate delivery of a copy of these

documents free of charge. Shareholders of record will be notified of this in

Extraordinary Shareholders' Meetings

1 Extraordinary Shareholders' Meetings shall be held in the circumstances

foreseen under applicable law, in particular when deemed necessary by the

Board of Directors or if requested by the Auditors.

2 Furthermore, Extraordinary Shareholders' Meetings shall be convened

upon resolution of a Shareholders' Meeting or if requested by one or more

shareholders who represent an aggregate of at least one-tenth of the share

capital and who submit a petition signed by such shareholder(s), specifying

the items for the agenda and the proposals.

Notice of Shareholders' Meetings

1 Notice of Shareholders' Meetings shall be given by the Board of

Directors or, if necessary, by the Auditors, no later than 20 days prior to

the meeting date. Notice of the meeting shall be given by way of an

announcement appearing once in the official means of publication of the

Company. The notice period shall be deemed to have been observed if notice of

the meeting is published in the official means of publication of the Company,

whereby the date of publication is not calculated when computing the period.