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FEE AND COMMERCIAL PAPER PROGRAM SERVICES AGREEMENT
This Agreement among NESTL S.A., 55 avenue Nestl ,
Ch-1800 Vevey, Switzerland ( Nestl ), ALCON, INC., Bosch 69, P.O. Box 62, CH-6331 Hunenberg, Switzerland
( AI ) and ALCON CAPITAL CORPORATION, 6201 South Freeway, Fort Worth, Texas 76134-2099 ( ACC ), documents
a pre-existing arrangement, effective October 28, 2002, whereby Nestl (i) provided a guarantee (the
Guarantee ) in favor of the holders of notes issued by ACC, AI s indirect wholly-owned subsidiary,
as part of ACC s $2,000,000,000 Commercial Paper Program (the Program ) and (ii) agreed to manage the
Whereas, the parties wish to formally document this
arrangement between them;
Now, therefore, in consideration of Nestl providing
the Guarantee and managing the Program, the parties agree as follows:
2. Provision of Services
| if to Nestle: Group Treasurer | |||
| if to AI: Treasury Department | |||
| if to ACC: Treasury Department |
| For: NESTLE S.A | For: ALCON, INC. | ||
| /s/ Phillipe Blondiaux | /s/ Guido Koller | ||
| By: Philippe Blondiaux | By: Guido Koller | ||
| Vice President, Group Treasurer | Title: Senior Vice President | ||
| /s/ Martin Schneider | |||
| By: Martin Schneider | |||
| Title: Attorney-in-Fact | |||
| For: ALCON CAPITAL CORPORATION | |||
| /s/David Bass | |||
| By: David A. Bass | |||
| Title:Vice President, Treasurer | |||
| Global Operations |
By offsetting its liquidities and investments, Alcon may reduce or eliminate the Guarantee
Fee charged by Nestl consistent with what an independent issuer of commercial paper would do. The amount
to be offset is to be set at the signing of the agreement and then adjusted on a quarterly basis.