<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>y54530a1ex1.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>
<PAGE>

                                                                       Exhibit 1




                       69,750,000 REGISTERED COMMON SHARES

                                   ALCON, INC.



                             UNDERWRITING AGREEMENT



                                                                  March 20, 2002






CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED
As Representatives of the Several Underwriters,
  c/o Credit Suisse First Boston Corporation,
      Eleven Madison Avenue,
      New York, N.Y. 10010-3629

Dear Sirs:


      1. Introductory. Alcon, Inc., a corporation incorporated under the laws of
Switzerland (the "COMPANY"), has issued to Credit Suisse First Boston, Zurich,
Switzerland, a banking institution qualified to do business under the laws of
Switzerland ("CSFB ZURICH"), on behalf of the several Underwriters named in
Schedule A hereto (the "UNDERWRITERS"), an aggregate of 69,750,000 shares (the
"FIRM SECURITIES") of its registered common shares, par value CHF 0.20 per share
(the "SECURITIES"), in exchange for the payment of amounts by CSFB Zurich
pursuant to a Nominal Amount Deposit and Subscription Agreement dated March 15,
2002 (the "SUBSCRIPTION AGREEMENT") among the Company, CSFB Zurich, Nestle S.A.,
a corporation incorporated under the laws of Switzerland (the "PARENT"), and
Credit Suisse First Boston Corporation for subsequent transfer to the
Underwriters for offer and placement or sale by them upon payment by them of
further amounts as described in Section 3 below. The Company also proposes to
issue and sell to CSFB Zurich, on behalf and at the option of the Underwriters,
in exchange for the payment of amounts by CSFB Zurich pursuant to the
Subscription Agreement and for subsequent transfer to the Underwriters for offer
and placement or sale by them upon payment by them of further amounts, an
aggregate of not more than an additional 6,975,000 Securities (the "OPTIONAL
SECURITIES") as set forth below. The Firm Securities and the Optional Securities
are herein collectively called the "OFFERED SECURITIES". As part of the offering
contemplated by this Agreement, Credit Suisse First Boston Corporation (the
"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities
purchased by it under this Agreement up to 3,487,500 Securities for sale to the
Company's directors, officers, employees and other parties associated with the
Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as
defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM").
The Firm Securities to be sold by the Designated Underwriter pursuant to the
Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated
Underwriter pursuant to this Agreement at the public offering price. Any
Directed Shares not subscribed for by the end of the business day on which this
Agreement is executed



                                       1
<PAGE>
will be offered to the public by the Underwriters as set forth in the
Prospectus. The Company hereby agrees with the Underwriters as follows:

      2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, the several Underwriters that:

            (a)   A registration statement (No. 333-83286) relating to the
      Offered Securities, including a form of prospectus, has been filed with
      the Securities and Exchange Commission (the "COMMISSION") and either (i)
      has been declared effective under the Securities Act of 1933, as amended
      (the "ACT"), and is not proposed to be amended or (ii) is proposed to be
      amended by amendment or post-effective amendment. If such registration
      statement (the "INITIAL REGISTRATION STATEMENT") has been declared
      effective, either (i) an additional registration statement ("ADDITIONAL
      REGISTRATION STATEMENT") relating to the Offered Securities may have been
      filed with the Commission pursuant to Rule 462(b) ("RULE 462(b)") under
      the Act and, if so filed, has become effective upon filing pursuant to
      such Rule and the Offered Securities all have been duly registered under
      the Act pursuant to the initial registration statement and, if applicable,
      the additional registration statement or (ii) such an additional
      registration statement is proposed to be filed with the Commission
      pursuant to Rule 462(b) and will become effective upon filing pursuant to
      such Rule and upon such filing the Offered Securities will all have been
      duly registered under the Act pursuant to the initial registration
      statement and such additional registration statement. If the Company does
      not propose to amend the initial registration statement or if an
      additional registration statement has been filed and the Company does not
      propose to amend it, and if any post-effective amendment to either such
      registration statement has been filed with the Commission prior to the
      execution and delivery of this Agreement, the most recent amendment (if
      any) to each such registration statement has been declared effective by
      the Commission or has become effective upon filing pursuant to Rule 462(c)
      ("RULE 462(c)") under the Act or, in the case of the additional
      registration statement, Rule 462(b). For purposes of this Agreement,
      "EFFECTIVE TIME" with respect to the initial registration statement or, if
      filed prior to the execution and delivery of this Agreement, the
      additional registration statement means (i) if the Company has advised the
      Representatives that it does not propose to amend such registration
      statement, the date and time as of which such registration statement, or
      the most recent post-effective amendment thereto (if any) filed prior to
      the execution and delivery of this Agreement, was declared effective by
      the Commission or has become effective upon filing pursuant to Rule
      462(c), or (ii) if the Company has advised the Representatives that it
      proposes to file an amendment or post-effective amendment to such
      registration statement, the date and time as of which such registration
      statement, as amended by such amendment or post-effective amendment, as
      the case may be, is declared effective by the Commission. If an additional
      registration statement has not been filed prior to the execution and
      delivery of this Agreement but the Company has advised the Representatives
      that it proposes to file one, "EFFECTIVE TIME" with respect to such
      additional registration statement means the date and time as of which such
      registration statement is filed and becomes effective pursuant to Rule
      462(b). "EFFECTIVE DATE" with respect to the initial registration
      statement or the additional registration statement (if any) means the date
      of the Effective Time thereof. The initial registration statement, as
      amended at its Effective Time, including all information contained in the
      additional registration statement (if any) and deemed to be a part of the
      initial registration statement as of the Effective Time of the additional
      registration statement pursuant to the General Instructions of the Form on
      which it is filed and including all information (if any) deemed to be a
      part of the initial registration statement as of its Effective Time
      pursuant to Rule 430A(b) ("RULE 430A(b)") under the Act, is hereinafter
      referred to as the "INITIAL REGISTRATION STATEMENT". The additional
      registration statement, as amended at its Effective Time, including the
      contents of the initial registration statement incorporated by reference
      therein and including all information (if any) deemed to be a part of the
      additional registration statement as of its Effective Time pursuant to
      Rule 430A(b), is hereinafter referred to as the "ADDITIONAL REGISTRATION
      STATEMENT". The Initial Registration Statement and the Additional
      Registration Statement are herein referred to collectively as the
      "REGISTRATION STATEMENTS" and each individually as a "REGISTRATION
      STATEMENT". The form

                                       2
<PAGE>
      of prospectus relating to the Offered Securities, as first filed with the
      Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(b)")
      under the Act or (if no such filing is required) as included in a
      Registration Statement is hereinafter referred to as the "PROSPECTUS". No
      document has been or will be prepared or distributed in reliance on Rule
      434 under the Act.

            (b)   If the Effective Time of the Initial Registration Statement is
      prior to the execution and delivery of this Agreement: (i) on the
      Effective Date of the Initial Registration Statement, the Initial
      Registration Statement conformed in all respects to the requirements of
      the Act and the rules and regulations of the Commission ("RULES AND
      REGULATIONS") and did not include any untrue statement of a material fact
      or omit to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading, (ii) on the
      Effective Date of the Additional Registration Statement (if any), each
      Registration Statement conformed, or will conform, in all respects to the
      requirements of the Act and the Rules and Regulations and did not include,
      or will not include, any untrue statement of a material fact and did not
      omit, or will not omit, to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading and
      (iii) on the date of this Agreement, each of the Initial Registration
      Statement and, if the Effective Time of the Additional Registration
      Statement is prior to the execution and delivery of this Agreement, the
      Additional Registration Statement conforms, and at the time of filing of
      the Prospectus pursuant to Rule 424(b) or (if no such filing is required)
      at the Effective Date of the Additional Registration Statement in which
      the Prospectus is included, each Registration Statement and the Prospectus
      will conform, in all respects to the requirements of the Act and the Rules
      and Regulations, and neither of such documents includes, or will include,
      any untrue statement of a material fact or omits, or will omit, to state
      any material fact required to be stated therein or necessary to make the
      statements therein not misleading. If the Effective Time of the Initial
      Registration Statement is subsequent to the execution and delivery of this
      Agreement: on the Effective Date of the Initial Registration Statement,
      the Initial Registration Statement and the Prospectus will conform in all
      respects to the requirements of the Act and the Rules and Regulations,
      neither of such documents will include any untrue statement of a material
      fact or will omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading (in the case of
      the Prospectus, in the light of the circumstances under which they were
      made), and no Additional Registration Statement has been or will be filed.
      The two preceding sentences do not apply to statements in or omissions
      from a Registration Statement or the Prospectus based upon written
      information furnished to the Company by any Underwriter through the
      Representatives specifically for use therein, it being understood and
      agreed that the only such information is that described as such in Section
      7(b) hereof.

            (c)   The Company has been duly incorporated and is validly existing
      under the laws of Switzerland, with corporate power and authority to own
      its properties and conduct its business as described in the Prospectus;
      and the Company is duly qualified to do business as a foreign corporation
      in good standing in all other jurisdictions in which its ownership or
      lease of property or the conduct of its business requires such
      qualification, except where the failure to be so qualified or in good
      standing would not result in a material adverse effect on the condition
      (financial or other), business, properties, business prospects or results
      of operations of the Company and its subsidiaries taken as a whole (a
      "MATERIAL ADVERSE EFFECT").

            (d)   Each subsidiary of the Company that is a "significant
      subsidiary" (as defined in Rule 1-02(w) of Regulation S-X under the Act)
      has been duly incorporated and is an existing corporation in good standing
      (if applicable) under the laws of the jurisdiction of its incorporation,
      with corporate power and authority to own its properties and conduct its
      business as described in the Prospectus; and each such subsidiary of the
      Company is duly qualified to do business as a foreign corporation in good
      standing in all other jurisdictions in which its ownership or leasing of
      property or the conduct of its business requires such qualification,
      except where the failure to be so qualified or in good standing would not
      result in a Material Adverse Effect; all of the issued and outstanding
      capital stock of each subsidiary of the Company has been duly authorized
      and validly issued and is fully paid and nonassessable; and the capital
      stock of each subsidiary owned by the


                                       3
<PAGE>
      Company, directly or through subsidiaries, is owned free from liens,
      encumbrances and defects. The subsidiaries listed on Exhibit 21.1 to the
      Initial Registration Statement are the only significant subsidiaries of
      the Company.

            (e)   The Offered Securities, all other outstanding shares of
      capital stock and the conditional capital of the Company conform to the
      descriptions thereof contained in the Prospectus; the Offered Securities
      and all other outstanding capital stock of the Company have been duly
      authorized; all outstanding shares of capital stock of the Company are,
      and, when the Offered Securities have been delivered and paid for in
      accordance with this Agreement on each Closing Date (as defined below),
      such Offered Securities will have been, validly issued, fully paid and
      nonassessable; and the shareholders of the Company have no preemptive or
      other similar rights with respect to the Securities, except such as have
      been validly complied with, waived or have lapsed prior to the date
      hereof.

            (g)   Except as disclosed in the Prospectus, there are no contracts,
      agreements or understandings between the Company and any person that would
      give rise to a valid claim against the Company or any Underwriter for a
      brokerage commission, finder's fee or other like payment in connection
      with this offering.

            (h)   The Offered Securities have been approved for listing on the
      New York Stock Exchange subject only to final notice of issuance.

            (i)   No consent, approval, authorization, or order of, or filing
      with, any governmental agency or body or any court is required for the
      consummation of the transactions contemplated by this Agreement in
      connection with the issuance and sale of the Offered Securities by the
      Company, except such as have been obtained and made under the Act.

            (j)   Except as disclosed in the Prospectus, under current laws and
      regulations of Switzerland and any political subdivision thereof, all
      dividends and other distributions declared and payable on the Offered
      Securities and paid by the Company to the holder thereof in Swiss francs
      may be converted into any other convertible currency and freely
      transferred out of Switzerland, and all such payments made to holders
      thereof or therein who are non-residents of Switzerland under Swiss tax
      laws and regulations will not be subject to income, withholding or other
      taxes under laws and regulations of Switzerland or any political
      subdivision or taxing authority thereof or therein and will otherwise be
      free and clear of any other tax, duty, withholding or deduction in
      Switzerland or any political subdivision or taxing authority thereof or
      therein and without the necessity of obtaining any governmental
      authorization in Switzerland or any political subdivision or taxing
      authority thereof or therein.

            (k)   This Agreement is in proper legal form under the laws of
      Switzerland for the enforcement thereof in Switzerland against the
      Company; and it is not necessary to ensure the legality, validity,
      enforceability or admissibility in evidence of this Agreement in
      Switzerland or any political subdivision thereof that it be filed or
      recorded or enrolled with any court or authority in Switzerland or any
      political subdivision thereof or that any stamp, registration or similar
      tax be paid in Switzerland or any political subdivision thereof other than
      Swiss stamp tax.

            (l)   There are no limitations under the current laws and
      regulations of Switzerland and any political subdivision thereof on the
      rights of holders of Securities to hold or vote or transfer their
      respective securities, and no approvals (other than any approval by the
      shareholders or board of directors of the Company) are currently required
      in Switzerland (including any foreign exchange or foreign currency
      approvals) in order for the Company to pay dividends declared by the
      Company to the holders of Securities.



                                       4
<PAGE>
            (m)   Neither the Company nor any of its subsidiaries is in
      violation of its Articles of Association, charter or by-laws, as
      applicable, or in default in the performance or observance of any
      obligation, agreement, covenant or condition contained in any contract,
      indenture, mortgage, deed of trust, loan or credit agreement, note, lease
      or other agreement or instrument to which the Company or any of its
      subsidiaries is a party or by which it or any of them may be bound, or to
      which any of the property or assets of the Company or any subsidiary is
      subject except for such defaults that would not result in a Material
      Adverse Effect.

            (n)   The execution, delivery and performance of this Agreement, the
      Subscription Agreement and the Separation Agreement dated February 22,
      2002 (the "SEPARATION AGREEMENT") between the Company and the Parent, the
      issuance and sale of the Offered Securities and the consummation of the
      transactions herein and therein contemplated will not result in a breach
      or violation of any of the terms and provisions of, or constitute a
      default under (i) any statute, any rule, regulation or order of any
      governmental agency or body or any court, domestic or foreign, having
      jurisdiction over the Company or any subsidiary of the Company or any of
      their respective properties, or any agreement or instrument to which the
      Company or any such subsidiary is a party or by which the Company or any
      such subsidiary is bound or to which any of the properties of the Company
      or any such subsidiary is subject, which breach, violation or default
      would result in a Material Adverse Effect or have a material adverse
      effect on the transactions contemplated herein and therein, or (ii) the
      articles of association or organizational regulations of the Company or
      the organizational documents of any such subsidiary.

            (o)   The Company has full power and authority to authorize, issue
      and sell the Offered Securities as contemplated by this Agreement; and
      this Agreement has been duly authorized, executed and delivered by the
      Company.

            (p)   Each of the Separation Agreement and the Subscription
      Agreement has been duly authorized, executed and delivered by the Company
      and, assuming due authorization, execution and delivery by each other
      party thereto, constitutes a valid and legally binding agreement of the
      Company, enforceable in accordance with its terms, subject, as to
      enforcement, to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights, to general equity principles
      and to Swiss law principles on abuse of rights (Rechtsmissbranch).

            (q)   Except as disclosed in the Prospectus, the Company and its
      subsidiaries have good and marketable title to all real properties and all
      other properties and assets owned by them, in each case free from liens,
      encumbrances and defects that would affect the value thereof or interfere
      with the use made or to be made thereof by them, except such as would not
      individually or in the aggregate have a Material Adverse Effect; and
      except as disclosed in the Prospectus, the Company and its subsidiaries
      hold any leased real or personal property under valid and enforceable
      leases with no exceptions that would materially interfere with the use
      made or to be made thereof by them.

            (r)   The Company and its subsidiaries possess adequate
      certificates, authorities or permits issued by appropriate governmental
      agencies or bodies, including, without limitation, the U.S. Food and Drug
      Administration (the "FDA") necessary to conduct the business now operated
      by them and have not received any notice of proceedings relating to the
      revocation or modification of any such certificate, authority or permit
      that, if determined adversely to the Company or any of its subsidiaries,
      would individually or in the aggregate have a Material Adverse Effect.

            (s)   To the best of the Company's knowledge, except as disclosed in
      the Prospectus, there are no rulemaking or similar proceedings before the
      FDA or the U.S. Patent and Trademark Office or any similar entity in any
      other jurisdiction which affect or involve the Company or any of its
      subsidiaries or any of the processes or products which the Prospectus
      discloses the Company or


                                       5
<PAGE>
      any of its subsidiaries has developed, is developing or proposes to
      develop or uses or proposes to use which, if the subject of an action
      unfavorable to the Company, could have a Material Adverse Effect.

            (t)   No labor dispute with the employees of the Company or any
      subsidiary exists or, to the knowledge of the Company, is imminent that
      might have a Material Adverse Effect.

            (u)   Except as disclosed in the Prospectus, the Company and its
      subsidiaries own, possess, have the right to use or can acquire on
      reasonable terms, adequate trademarks, trade names and other rights to
      inventions, know-how, patents, copyrights, confidential information and
      other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS")
      necessary to conduct the business now operated by them, or presently
      employed by them, and have not received any notice of infringement of or
      conflict with asserted rights of others with respect to any intellectual
      property rights that, if determined adversely to the Company or any of its
      subsidiaries, would individually or in the aggregate have a Material
      Adverse Effect.

           (v)   Except as disclosed in the Prospectus, neither the Company nor
      any of its subsidiaries is in violation of any statute, any rule,
      regulation, decision or order of any governmental agency or body or any
      court, domestic or foreign, relating to the use, disposal or release of
      hazardous or toxic substances or relating to the protection or restoration
      of the environment or human exposure to hazardous or toxic substances
      (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property
      contaminated with any substance that is subject to any environmental laws,
      is liable for any off-site disposal or contamination pursuant to any
      environmental laws, or is subject to any claim relating to any
      environmental laws, which violation, contamination, liability or claim
      would individually or in the aggregate have a Material Adverse Effect; and
      the Company is not aware of any pending investigation which would lead to
      such a claim.


            (w)   Except as disclosed in the Prospectus, there are no pending
      actions, suits or proceedings against or affecting the Company, any of its
      subsidiaries or any of their respective properties that, if determined
      adversely to the Company or any of its subsidiaries, would individually or
      in the aggregate have a Material Adverse Effect, or would materially and
      adversely affect the ability of the Company to perform its obligations
      under this Agreement, or which are otherwise material in the context of
      the sale of the Offered Securities; and no such actions, suits or
      proceedings are, to the Company's knowledge, threatened.


            (x)   The financial statements included in each Registration
      Statement and the Prospectus present fairly the financial positions of the
      Company and its consolidated subsidiaries as of the dates shown and their
      results of operations and cash flows for the periods shown, and, except as
      otherwise disclosed in the Prospectus, such financial statements have been
      prepared in conformity with the generally accepted accounting principles
      in the United States ("U.S. GAAP"), applied on a consistent basis and the
      assumptions used in preparing the pro forma financial statements included
      in each Registration Statement and the Prospectus provide a reasonable
      basis for presenting the significant effects directly attributable to the
      transactions or events described therein, the related pro forma
      adjustments give appropriate effect to those assumptions, and the pro
      forma columns therein reflect the proper application of those adjustments
      to the corresponding historical financial statement amounts.

            (y)   Except as disclosed in the Prospectus, since the date of the
      latest audited financial statements included in the Prospectus there has
      been no material adverse change, nor any development or event that would
      be likely to result in a prospective material adverse change, in the
      condition (financial or other), business, properties or results of
      operations of the Company and its subsidiaries taken as a whole, and,
      except as disclosed in or contemplated by the Prospectus, there has been
      no dividend or distribution of any kind declared, paid or made by the
      Company on any class of its capital stock.



                                       6

<PAGE>
            (z)   The Company is not and, after giving effect to the offering
      and sale of the Offered Securities and the application of the proceeds
      thereof as described in the Prospectus, will not be an "investment
      company" as defined in the Investment Company Act of 1940.

            (aa)  The Company and its subsidiaries are insured by insurers of
      recognized financial responsibility against such losses and risks and in
      such amounts as are prudent and customary in the businesses in which it is
      engaged, except for insurance policies the absence of which would not
      result in a Material Adverse Effect; and except as described in the
      Prospectus, neither the Company nor any of its subsidiaries has been
      refused any insurance coverage sought or applied for and neither the
      Company nor any of its subsidiaries has any reason to believe that it will
      not be able to renew its existing insurance coverage as and when such
      coverage expires or to obtain similar coverage from similar insurers as
      may be necessary to continue its business at a cost that would not have a
      Material Adverse Effect.

            (bb)  The books, records and accounts of the Company and its
      subsidiaries accurately and fairly reflect, in reasonable detail, the
      transactions in, and dispositions of, the assets of, and the results of
      the operations of, the Company and its subsidiaries. The Company and its
      subsidiaries maintain a system of internal accounting controls sufficient
      to provide reasonable assurance that (A) transactions are executed in
      accordance with management's general or specific authorization; (B)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with U.S. GAAP, and to maintain accountability
      for assets; (C) access to assets is permitted only in accordance with
      management's general or specific authorization; and (D) the recorded
      accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has not made, and, to the knowledge of the
      Company, no employee or agent of the Company has made, any payment of the
      Company's funds or received or retained any funds in violation of any
      applicable law, regulation or rule.

            (cc)  No relationship, direct or indirect, exists between or among
      any of the Company or any affiliate of the Company, on the one hand, and
      any director, officer, shareholder, customer, supplier or any of them on
      the other hand, which is required by the Act or the applicable published
      Rules and Regulations thereunder to be described in the Registration
      Statement or the Prospectus and which is not so described or is not
      described as required.

            (dd)  Except as set forth or contemplated in the Prospectus, there
      is no outstanding option, warrant or other right calling for the issuance
      of, and no commitment, plan or arrangement to issue, any shares of the
      capital stock of the Company or any subsidiary or any security convertible
      into, or exercisable or exchangeable for, such stock.

            (ee)  Neither the Company or any of its subsidiaries, nor, to the
      best of the Company's knowledge after due inquiry, any director, officer,
      employee, agent or other person acting on behalf of the Company or any of
      its subsidiaries has, in the course of his or her actions for, or on
      behalf of, the Company or any of its subsidiaries, (A) used any corporate
      funds for any unlawful contribution, gift, entertainment or other unlawful
      expense relating to political activity or made any direct or indirect
      unlawful payment to any foreign or domestic government official or
      employee from corporate funds, or (B) violated or is in violation of any
      provision of the Foreign Corrupt Practices Act of 1977, as amended, or
      made any bribe, rebate, payoff, influence payment, kickback or other
      unlawful payment.

            (ff)  The Company is not a Passive Foreign Investment Company
      ("PFIC") within the meaning of Section 1296 of the United States Internal
      Revenue Code of 1986, as amended, and intends to continue to manage its
      business so as to avoid PFIC status to the extent consistent with its
      other business goals.



                                       7
<PAGE>
            (gg)  There are no persons with registration rights or other similar
      rights to have securities registered pursuant to the Registration
      Statement or, except for the registration rights granted to the Parent as
      contemplated by the Separation Agreement, otherwise registered by the
      Company under the Act.

            (hh)  No subsidiary of the Company is currently prohibited, directly
      or indirectly, from paying any dividends to the Company, from making any
      other distribution on such subsidiary's capital stock, from repaying to
      the Company or the Parent any loans or advances to such subsidiary or from
      transferring title to any of such subsidiary's property or assets to the
      Company or any other subsidiary of the Company except (i) as described in
      or contemplated by the Prospectus or (ii) for the effects of the corporate
      laws, tax laws and monetary policies of the jurisdiction of such
      subsidiary.

            (ii)  Except as described in the Prospectus, no ad valorem stamp
      duty, stamp tax, stamp duty reserve tax or issue, documentary,
      certification or other similar tax imposed by any government department or
      other taxing authority of or in Switzerland, and no other issuer or
      transfer tax or duty, is payable in connection with (i) the issuance of
      the Offered Securities, (ii) the sale and transfer of Offered Securities
      to or for the respective accounts of the Underwriters, including, without
      limitation, under the Subscription Agreement, or (iii) the sale and
      delivery of Offered Securities by the Underwriters to those purchasing the
      Offered Securities from the Underwriters.

            (jj)  The Registration Statement, the Prospectus and any preliminary
      prospectus comply, and any further amendments or supplements thereto will
      comply, with any applicable laws or regulations of foreign jurisdictions
      in which the Prospectus or any preliminary prospectus, as amended or
      supplemented, if applicable, are distributed in connection with the
      Directed Share Program.

            (kk)  No authorization, approval, consent, license, order,
      registration or qualification of or with any government, governmental
      instrumentality or court, other than such as have been obtained, is
      necessary under the securities law and regulations of foreign
      jurisdictions in which the Directed Shares are offered outside the United
      States.


      3. Purchase, Sale and Delivery of Offered Securities. The Company has
issued the Firm Securities to CSFB Zurich pursuant to the terms of the
Subscription Agreement for subsequent transfer to the Underwriters, and the
Underwriters agree, on the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein set
forth, severally and not jointly, to purchase from the Company and accept
delivery from CSFB Zurich for placement or sale, at a purchase price of $____
per share ("OFFER PRICE"), the respective numbers of Firm Securities set forth
opposite the names of the Underwriters in Schedule A hereto.

      Payment of an amount ("PURCHASE PRICE"), equal to (i) the total number of
Firm Securities purchased by the Underwriters multiplied by the Offer Price less
(ii) the U.S. dollar equivalent of CHF 0.20 multiplied by the number of Firm
Securities (based on the midpoint of the bid and asked conversion rates of Swiss
francs to U.S. dollars as displayed on Reuters page FXFX at 11:00 A.M., London
time, on the business day immediately following the date of this Agreement),
which amount has been previously paid by CSFB Zurich pursuant to the
Subscription Agreement, in Federal (same day) funds by official bank check or
checks or wire transfer to an account designated by the Company and acceptable
to the Representatives will be made at the office of Shearman & Sterling, 599
Lexington Avenue, New York, New York, against delivery of the Firm Shares by
CSFB Zurich to Credit Suisse First Boston Corporation's account with The
Depository Trust Company at 9:00 A.M., New York time, on __________, 2002, or at
such other time not later than seven full business days thereafter as the
Representatives and the Company determine, such time being herein referred to as
the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities
Exchange


                                       8
<PAGE>
Act of 1934, the First Closing Date (if later than the otherwise applicable
settlement date) shall be the settlement date for payment of funds and delivery
of securities for all the Offered Securities sold pursuant to the offering.

      In addition, upon written notice from Credit Suisse First Boston
Corporation (after consultation with Merrill Lynch, Pierce, Fenner & Smith
Incorporated) given to the Company from time to time not more than 30 days
subsequent to the date of the Prospectus, the Underwriters may purchase all or
less than all of the Optional Securities at a price per Security equal to the
Offer Price. The Company agrees to issue to CSFB Zurich pursuant to the terms of
the Subscription Agreement, for subsequent transfer to the Underwriters, the
number of Optional Securities specified in such notice and the Underwriters
agree, severally and not jointly, to purchase such Optional Securities. Such
Optional Securities shall be purchased for the account of each Underwriter in
the same proportion as the number of Firm Securities set forth opposite such
Underwriter's name in Schedule A hereto bears to the total number of Firm
Securities (subject to adjustment by Credit Suisse First Boston Corporation to
eliminate fractions) and may be purchased by the Underwriters only for the
purpose of covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be issued, sold or delivered unless the
Firm Securities previously have been, or simultaneously are, issued, sold and
delivered. The right to purchase the Optional Securities or any portion thereof
may be exercised from time to time (but in no event more than twice) and to the
extent not previously exercised may be surrendered and terminated at any time
upon notice by Credit Suisse First Boston Corporation to the Company.

      Each time for the delivery by CSFB Zurich of, and payment by the
Underwriters for, the Optional Securities, being herein referred to as an
"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing
Date and each Optional Closing Date, if any, being sometimes referred to as a
"CLOSING DATE"), shall be determined by Credit Suisse First Boston Corporation
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Company will deliver the
Optional Securities being purchased on each Optional Closing Date to CSFB Zurich
prior to such Optional Closing Date pursuant to the terms of the Subscription
Agreement, for subsequent transfer to the several Underwriters. Payment of an
amount ("OPTION PURCHASE PRICE"), equal to (i) the total number of Optional
Securities purchased by the Underwriters multiplied by the Offer Price less (ii)
the U.S. dollar equivalent of CHF 0.20 multiplied by the number of Optional
Securities being purchased (based on the midpoint of the bid and asked
conversion rates of Swiss francs to U.S. dollars as displayed on Reuters page
FXFX at 11:00 A.M., London time, on the business day next preceding such
Optional Closing Date) which amount shall have been paid by CSFB Zurich pursuant
to the Subscription Agreement, in Federal (same day) funds by official bank
check or checks or wire transfer to an account at a bank designated by the
Company and acceptable to the Representatives will be made at the above office
of Shearman & Sterling against delivery of the Optional Securities by CSFB
Zurich to Credit Suisse First Boston Corporation's account with The Depository
Trust Company.

      Credit Suisse First Boston Corporation hereby undertakes, on behalf of its
affiliate CSFB Zurich, to deliver on each Closing Date to the Underwriters in
accordance with this Agreement any Securities delivered by the Company to CSFB
Zurich pursuant to the terms of this Agreement and the Subscription Agreement.

      4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

      5. Certain Agreements of the Company. The Company agrees with the several
Underwriters that:

            (a)   If the Effective Time of the Initial Registration Statement is
      prior to the execution and delivery of this Agreement, the Company will
      file the Prospectus with the Commission pursuant to and in accordance with
      subparagraph (1) (or, if applicable and if consented to by the
      Representatives, subparagraph (4)) of Rule 424(b) not later than the
      earlier of (A) the second business day following the execution and
      delivery of this Agreement or (B) the fifteenth business day after the
      Effective Date of the Initial Registration Statement.



                                       9
<PAGE>
            The Company will advise the Representatives promptly of any such
      filing pursuant to Rule 424(b). If the Effective Time of the Initial
      Registration Statement is prior to the execution and delivery of this
      Agreement and an additional registration statement is necessary to
      register a portion of the Offered Securities under the Act but the
      Effective Time thereof has not occurred as of such execution and delivery,
      the Company will file the additional registration statement or, if filed,
      will file a post-effective amendment thereto with the Commission pursuant
      to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York
      time, on the date of this Agreement or, if earlier, on or prior to the
      time the Prospectus is printed and distributed to any Underwriter, or will
      make such filing at such later date as shall have been consented to by the
      Representatives.

            (b)   The Company will advise the Representatives promptly of any
      proposal to amend or supplement the initial or any additional registration
      statement as filed or the related prospectus or the Initial Registration
      Statement, the Additional Registration Statement (if any) or the
      Prospectus and will not effect such amendment or supplementation without
      the Representatives' consent; and the Company will also advise the
      Representatives promptly of the effectiveness of each Registration
      Statement (if its Effective Time is subsequent to the execution and
      delivery of this Agreement) and of any amendment or supplementation of a
      Registration Statement or the Prospectus and of the institution by the
      Commission of any stop order proceedings in respect of a Registration
      Statement and will use its best efforts to prevent the issuance of any
      such stop order and to obtain as soon as possible its lifting, if issued.

            (c)   If, at any time when a prospectus relating to the Offered
      Securities is required to be delivered under the Act in connection with
      sales by any Underwriter or dealer, any event occurs as a result of which
      the Prospectus as then amended or supplemented would include an untrue
      statement of a material fact or omit to state any material fact necessary
      to make the statements therein, in the light of the circumstances under
      which they were made, not misleading, or if it is necessary at any time to
      amend the Prospectus to comply with the Act, the Company will promptly
      notify the Representatives of such event and will promptly prepare and
      file with the Commission, at its own expense, an amendment or supplement
      which will correct such statement or omission or an amendment which will
      effect such compliance. Neither the Representatives' consent to, nor the
      Underwriters' delivery of, any such amendment or supplement shall
      constitute a waiver of any of the conditions set forth in Section 6.

            (d)   As soon as practicable, but not later than the Availability
      Date (as defined below), the Company will make generally available to
      holders of its Securities an earnings statement covering a period of at
      least 12 months beginning after the Effective Date of the Initial
      Registration Statement (or, if later, the Effective Date of the Additional
      Registration Statement) which will satisfy the provisions of Section 11(a)
      of the Act and Rule 158 thereunder. For the purpose of the preceding
      sentence, "AVAILABILITY DATE" means the 45th day after the end of the
      fourth fiscal quarter following the fiscal quarter that includes such
      Effective Date, except that, if such fourth fiscal quarter is the last
      quarter of the Company's fiscal year, "AVAILABILITY DATE" means the 180th
      day after the end of such fourth fiscal quarter.

            (e)   The Company will furnish to the Representatives copies of each
      Registration Statement (with three of each Registration Statement being
      signed and including all exhibits), each related preliminary prospectus,
      and, so long as a prospectus relating to the Offered Securities is
      required to be delivered under the Act in connection with sales by any
      Underwriter or dealer, the Prospectus and all amendments and supplements
      to such documents, in each case in such quantities as the Representatives
      request. The Prospectus shall be so furnished on or prior to 3:00 P.M.,
      New York time, on the business day following the later of the execution
      and delivery of this Agreement or the Effective Time of the Initial
      Registration Statement. All other documents shall be so furnished as soon
      as available. The Company will pay the expenses of printing and
      distributing to the Underwriters all such documents.



                                       10
<PAGE>
            (f)   The Company will use its reasonable best efforts to arrange
      for the qualification of the Offered Securities for sale under the laws of
      such jurisdictions as the Representatives designate and will continue such
      qualifications in effect so long as required for the distribution;
      provided that the Company will not be required to qualify to do business
      in any jurisdiction in which it is not now qualified or to take any action
      which would subject it to general or unlimited service of process in any
      jurisdiction where it is not now subject to such service of process.

            (g)   During the period ending the earlier of (i) five years
      hereafter and (ii) the date the Company electronically files reports with
      the Commission under the Securities Exchange Act of 1934, as amended (the
      "EXCHANGE ACT"), through the Commission's EDGAR system (provided that the
      Company continues so to file electronically), the Company will furnish to
      the Representatives and, upon request, to each of the other Underwriters,
      as soon as practicable after the end of each fiscal year, a copy of its
      annual report to shareholders for such year; and the Company will furnish
      to the Representatives (x) as soon as available, a copy of each report of
      the Company filed with the Commission under the Exchange Act or mailed to
      shareholders and any proxy materials of the Company mailed to
      shareholders, and (y) from time to time, such other information concerning
      the Company as the Representatives may reasonably request.

            (h)   The Company will pay all expenses incident to the performance
      of its obligations under this Agreement, for any filing fees and other
      expenses (including fees and disbursements of counsel) incurred in
      connection with qualification of the Offered Securities for sale under the
      laws of such jurisdictions as the Representatives designate and the
      printing of memoranda relating thereto, for the filing fee incident to the
      review by the National Association of Securities Dealers, Inc. (the
      "NASD") of the Offered Securities, for any travel expenses of the
      Company's officers and employees and any other expenses of the Company in
      connection with attending or hosting meetings with prospective purchasers
      of the Offered Securities and for expenses incurred in distributing
      preliminary prospectuses and the Prospectus (including any amendments and
      supplements thereto) to the Underwriters.

            (i)   The Company will indemnify and hold harmless the Underwriters
      against any documentary, stamp or similar issue tax, including any
      interest and penalties, on the creation, issue and sale of the Offered
      Securities and on the execution and delivery of this Agreement. All
      payments to be made by the Company hereunder shall be made without
      withholding or deduction for or on account of any present or future taxes,
      duties or governmental charges whatsoever unless the Company is compelled
      by law to deduct or withhold such taxes, duties or charges. In that event,
      the Company shall pay such additional amounts as may be necessary in order
      that the net amounts received after such withholding or deduction shall
      equal the amounts that would have been received if no withholding or
      deduction had been made.

            (j)   For a period of 180 days after the date of the initial public
      offering of the Offered Securities, the Company will not offer, sell,
      contract to sell, pledge or otherwise dispose of, directly or indirectly,
      or file with the Commission a registration statement under the Act
      relating to, any additional shares of its Securities or securities
      convertible into or exchangeable or exercisable for any shares of its
      Securities, or publicly disclose the intention to make any such offer,
      sale, pledge, disposition or filing, without the prior written consent of
      the Representatives, except for grants of employee stock options, stock
      appreciation rights and restricted shares pursuant to the terms of a plan
      in effect on the date hereof, issuances of Securities pursuant to the
      exercise of such options or the exercise of any other employee stock
      options outstanding on the date hereof.

            (k)   In connection with the Directed Share Program, the Company
      will ensure that the Directed Shares will be restricted to the extent
      required by the NASD or the NASD rules from sale, transfer, assignment,
      pledge or hypothecation for a period of three months following the date of
      the effectiveness of the Registration Statement. The Designated
      Underwriter will notify the Company of the Participants whose Directed
      Shares will need to be so restricted. The Company


                                       11
<PAGE>
      will direct the transfer agent for the Securities to place stop transfer
      restrictions upon such Directed Shares for such period of time.

            (l)   The Company will pay all fees and disbursements of counsel
      incurred by the Underwriters in connection with the Directed Shares
      Program and stamp duties, similar taxes or duties or other taxes, if any,
      incurred by the underwriters in connection with the Directed Share
      Program.

            (m)   The Company will comply with all applicable securities and
      other applicable laws, rules and regulations in each foreign jurisdiction
      in which the Directed Shares are offered in connection with the Directed
      Share Program.

      6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:

            (a)   The Representatives shall have received a letter, in form and
      substance satisfactory to the Representative, dated the date of delivery
      thereof (which, if the Effective Time of the Initial Registration
      Statement is prior to the execution and delivery of this Agreement, shall
      be on or prior to the date of this Agreement or, if the Effective Time of
      the Initial Registration Statement is subsequent to the execution and
      delivery of this Agreement, shall be prior to the filing of the amendment
      or post-effective amendment to the registration statement to be filed
      shortly prior to such Effective Time), from KPMG LLP confirming that they
      are independent public accountants within the meaning of the Act and the
      applicable published Rules and Regulations thereunder, substantially in
      the form of Exhibit A hereto.

            (b)   If the Effective Time of the Initial Registration Statement is
      not prior to the execution and delivery of this Agreement, such Effective
      Time shall have occurred not later than 10:00 P.M., New York time, on the
      date of this Agreement or such later date as shall have been consented to
      by the Representatives. If the Effective Time of the Additional
      Registration Statement (if any) is not prior to the execution and delivery
      of this Agreement, such Effective Time shall have occurred not later than
      10:00 P.M., New York time, on the date of this Agreement or, if earlier,
      the time the Prospectus is printed and distributed to any Underwriter, or
      shall have occurred at such later date as shall have been consented to by
      the Representatives. If the Effective Time of the Initial Registration
      Statement is prior to the execution and delivery of this Agreement, the
      Prospectus shall have been filed with the Commission in accordance with
      the Rules and Regulations and Section 5(a) of this Agreement. Prior to
      such Closing Date, no stop order suspending the effectiveness of a
      Registration Statement shall have been issued and no proceedings for that
      purpose shall have been instituted or, to the knowledge of the Company or
      the Representatives, shall be contemplated by the Commission.

            (c)   Subsequent to the execution and delivery of this Agreement,
      there shall not have occurred (i) any change, or any development or event
      involving a prospective change, in the condition (financial or other),
      business, properties or results of operations of the Company and its
      subsidiaries taken as one enterprise which, in the judgment of the
      Representatives, is material and adverse and makes it impractical or
      inadvisable to proceed with completion of the public offering or the sale
      of and payment for the Offered Securities; (ii) any downgrading in the
      rating of any debt securities of the Company by any "nationally recognized
      statistical rating organization" (as defined for purposes of Rule 436(g)
      under the Act), or any public announcement that any such organization has
      under surveillance or review its rating of any debt securities of the
      Company (other than an announcement with positive implications of a
      possible upgrading, and no implication of a possible downgrading, of such
      rating); (iii) any change in U.S. or Swiss financial or economic
      conditions


                                       12
<PAGE>
      or currency exchange rates or exchange controls as would, in the judgment
      of the Representatives, be likely to prejudice materially the success of
      the proposed issue, sale or distribution of the Offered Securities; (iv)
      any material suspension or material limitation of trading in securities
      generally on the New York Stock Exchange, or any setting of minimum prices
      for trading on such exchange, or any suspension of trading of any
      securities of the Company on any exchange or in the over-the-counter
      market; (v) any banking moratorium declared by U.S. Federal, New York or
      Swiss authorities; (vi) any major disruption of settlements of securities
      or clearance services in the United States or (vii) any attack on, or
      outbreak or escalation of hostilities involving, the United States or
      Switzerland, any declaration of war by Congress or any other national or
      international calamity or emergency involving the United States or
      Switzerland if, in the judgment of the Representatives, the effect of any
      such attack, outbreak, escalation, declaration, calamity or emergency
      makes it impractical or inadvisable to proceed with completion of the
      public offering or the sale of and payment for the Offered Securities.

            (d)   The Representatives shall have received an opinion, dated such
      Closing Date, of Cravath, Swaine & Moore, U.S. counsel for the Company, in
      form and substance satisfactory to the Representatives and substantially
      in the form of Exhibit B hereto. In rendering such opinion, Cravath,
      Swaine & Moore may relay as to the incorporation of the Company and all
      other matters governed by Swiss law upon the opinion of Homburger
      Rechtsanwalte referred to in Section 6(g) of this Agreement.

            (e)   The Representatives shall have received an opinion, dated such
      Closing Date, of Kathleen Knight, Esq., Vice President, Associate General
      Counsel of the Company, in form and substance satisfactory to the
      Representatives and substantially in the form of Exhibit C hereto.

            (f)   The Representatives shall have received an opinion, dated such
      Closing Date, of Elaine Whitbeck, Esq., Vice President, Associate General
      Counsel of the Company, in form and substance satisfactory to the
      Representatives and substantially in the form of Exhibit D hereto.

            (g)   The Representatives shall have received an opinion, dated such
      Closing Date, of Homburger Rechtsanwalte, Swiss counsel retained for such
      purpose by the Company, in form and substance satisfactory to the
      Representatives and substantially in the form of Exhibit E hereto

            (h)   The Representatives shall have received an opinion, dated such
      Closing Date, of Orrick, Herrington & Sutcliffe LLP, special patent
      counsel for the Company, in form and substance satisfactory to the
      Representatives and substantially in the form of Exhibit F hereto.

            (i)   The Representatives shall have received an opinion, dated such
      Closing Date, of Debevoise & Plimpton, special trademark counsel for the
      Company, in form and in substance satisfactory to the Representatives and
      substantially in the form of Exhibit G hereto.

            (j)   The Representatives shall have received an opinion, dated such
      Closing Date, of Covington & Burling, special U.S. food and drug law
      counsel for the Company, in form and substance satisfactory to the
      Representatives and substantially in the form of Exhibit H hereto.

            (k)   The Representatives shall have received from Shearman &
      Sterling, counsel for the Underwriters, such opinion or opinions, dated
      such Closing Date, with respect to the Registration Statements, the
      Prospectus and other related matters as the Representatives may require,
      and the Company shall have furnished to such counsel such documents as
      they request for the purpose of enabling them to pass upon such matters.
      In rendering such opinion, Shearman & Sterling may rely as to the
      incorporation of the Company and all other matters governed by Swiss law
      upon the opinion of Homburger Rechtsanwalte referred to above.

            (l)   The Representatives shall have received a certificate, dated
      such Closing Date, of the President and a financial or accounting officer
      of the Company in which such officers, to the best


                                       13
<PAGE>
      of their knowledge after reasonable investigation, shall state that: the
      representations and warranties of the Company in this Agreement are true
      and correct; the Company has complied with all agreements and satisfied
      all conditions on its part to be performed or satisfied hereunder at or
      prior to such Closing Date; no stop order suspending the effectiveness of
      any Registration Statement has been issued and no proceedings for that
      purpose have been instituted or are contemplated by the Commission; the
      Additional Registration Statement (if any) satisfying the requirements of
      subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule
      462(b), including payment of the applicable filing fee in accordance with
      Rule 111(a) or (b) under the Act, prior to the time the Prospectus was
      printed and distributed to any Underwriter; and, subsequent to the dates
      of the most recent financial statements in the Prospectus, there has been
      no material adverse change, nor any development or event involving a
      prospective material adverse change, in the condition (financial or
      other), business, properties or results of operations of the Company and
      its subsidiaries taken as a whole except as set forth in or contemplated
      by the Prospectus or as described in such certificate.

            (m)   The Representatives shall have received a certificate, dated
      such Closing Date, of William Fairbairn, Vice President, Regulatory
      Affairs of Alcon Research, Ltd., in form and substance satisfactory to the
      Representatives and substantially in the form of Exhibit I hereto.

            (n)   The Representatives shall have received a letter, dated such
      Closing Date, of KPMG LLP which meets the requirements of subsection (a)
      of this Section, except that the specified date referred to in such
      subsection will be a date not more than three days prior to such Closing
      Date for the purposes of this subsection.

            (o)   On or prior to the date of this Agreement, the Representatives
      shall have received lockup letters in the form of Exhibit J hereto, from
      each of the Parent and the persons listed in Schedule B hereto.

            (p)   Each of the Subscription Agreement, the Separation Agreement
      and the letter agreement addressed to the Representatives from the Parent
      in the form of Exhibit K hereto shall be in full force and effect on such
      Closing Date.

            (q)   The Offered Securities to be purchased by the Underwriters on
      such Closing Date shall have been issued and delivered to CSFB Zurich in
      accordance with the terms of the Subscription Agreement.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. The Representatives may in their sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

      7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading (in the case of the
Prospectus, in the light of the circumstances under which they were made), and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged



                                       14
<PAGE>
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below.

      The Company agrees to indemnify and hold harmless the Designated
Underwriter and each person, if any, who controls the Designated Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act (the "DESIGNATED ENTITIES"), from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (i) caused by any untrue statement or
alleged untrue statement of a material fact contained in any material prepared
by or with the consent of the Company for distribution to Participants in
connection with the Directed Share Program or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of the
Prospectus, in the light of the circumstances under which they were made); (ii)
caused by the failure of any Participant to pay for and accept delivery of
Directed Shares that the Participant agreed to purchase; or (iii) related to,
arising out of, or in connection with the Directed Share Program, other than
losses, claims, damages or liabilities (or expenses relating thereto) that are
finally judicially determined to have resulted from the bad faith or gross
negligence of the Designated Entities.

      (b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any who
controls the Company within the meaning of Section 15 of the Act, against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (in the case of the Prospectus, in the light of the circumstances
under which they were made), in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives
specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred,
it being understood and agreed that the only such information furnished by any
Underwriter consists of the following information in the Prospectus furnished on
behalf of each Underwriter: the names of the Underwriters and allocations of
Offered Securities to those Underwriters contained in the table below the first
paragraph under the caption "Underwriting", the concession and reallowance
figures appearing in the fourth paragraph under the caption "Underwriting" and
the information contained in the seventh, thirteenth, sixteenth, seventeenth and
last paragraphs under the caption "Underwriting".

      (c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. Notwithstanding anything contained herein to
the contrary, if indemnity may be sought pursuant to the last


                                       15
<PAGE>

paragraph in Section 7 (a) hereof in respect of such action or proceeding, then
in addition to such separate firm for the indemnified parties, the indemnifying
party shall be liable for the reasonable fees and expenses of not more than one
separate firm (in addition to any local counsel) for the Designated Underwriter
for the defense of any losses, claims, damages and liabilities arising out of
the Directed Share Program, and all persons, if any, who control the Designated
Underwriter within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act. No indemnifying party shall (i) without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement (x) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action and (y) does not include a statement as to, or an admission of,
fault, culpability or a failure to act by or on behalf of an indemnified party
or (ii) be liable for any settlement of any such action effected without its
prior written consent, which consent shall not unreasonably be withheld or
delayed.


      (d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

      (e) The obligations of the Company under this Section shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company, to each officer of


                                       16
<PAGE>
the Company who has signed a Registration Statement and to each person, if any,
who controls the Company within the meaning of the Act.

      8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
Closing Date or any Optional Closing Date and the aggregate number of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of Offered Securities that the
Underwriters are obligated to purchase on such Closing Date, the Representatives
may make arrangements satisfactory to the Company for the purchase of such
Offered Securities by other persons, including any of the Underwriters, but if
no such arrangements are made by such Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting
Underwriters agreed but failed to purchase on such Closing Date. If any
Underwriter or Underwriters so default and the aggregate number of Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the total number of Offered Securities that the Underwriters are obligated to
purchase on such Closing Date and arrangements satisfactory to the
Representatives and the Company for the purchase of such Offered Securities by
other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Company, except as provided in Section 9 (provided that if such default
occurs with respect to Optional Securities after the First Closing Date, this
Agreement will not terminate as to the Firm Securities or any Optional
Securities purchased prior to such termination). As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.

      9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Underwriters pursuant to Section 7 shall
remain in effect, and if any Offered Securities have been purchased hereunder,
the representations and warranties in Section 2 and all obligations under
Section 5 shall also remain in effect. If the purchase of the Offered Securities
by the Underwriters is not consummated for any reason other than solely because
of the termination of this Agreement pursuant to Section 8 or the occurrence of
any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 6(c),
the Company will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities.

      10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y.
10010-3629, Attention: Transactions Advisory Group, and to Merrill Lynch,
Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, NY
10080, Attention: __________, or if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at ______________ , Attention:
______________, with a copy to Nestle S.A., av. Nestle 55, 1800 Vevey,
Switzerland, Attention: ______________, provided, however, that any notice to an
Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed and
confirmed to such Underwriter.

      11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.



                                       17
<PAGE>
      12. Representation of Underwriters. The Representatives will act for the
several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representatives jointly will be binding upon all the
Underwriters.

      13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

      14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

The Company hereby submits to the non-exclusive jurisdiction of the Federal and
state courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.

      The obligation of the Company in respect of any sum due to any Underwriter
shall, notwithstanding any judgment in a currency other than United States
dollars, not be discharged until the first business day, following receipt by
such Underwriter of any sum adjudged to be so due in such other currency, on
which (and only to the extent that) such Underwriter may in accordance with
normal banking procedures purchase United States dollars with such other
currency; if the United States dollars so purchased are less than the sum
originally due to such Underwriter hereunder, the Company agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such Underwriter
against such loss. If the United States dollars so purchased are greater than
the sum originally due to such Underwriter hereunder, such Underwriter agrees to
pay to the Company an amount equal to the excess of the dollars so purchased
over the sum originally due to such Underwriter hereunder.




                                       18
<PAGE>
      If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.

                              Very truly yours,

                                    ALCON, INC.

                                           By..............................
                                              Name:
                                              Title:



The foregoing Underwriting Agreement is hereby
  confirmed and accepted as of the date first
  above written.

    CREDIT SUISSE FIRST BOSTON CORPORATION
    MERRILL LYNCH & CO.
    MERRILL LYNCH, PIERCE, FENNER & SMITH
                INCORPORATED

       Acting on behalf of themselves and as
         the Representatives of the several
         Underwriters

    By  CREDIT SUISSE FIRST BOSTON CORPORATION


    By.................................
       Name:
       Title:

    By  MERRILL LYNCH & CO.
        MERRILL LYNCH, PIERCE, FENNER & SMITH
                  INCORPORATED


    By.................................
       Name:
       Title:





                                       19
<PAGE>
                                   SCHEDULE A




<TABLE>
<CAPTION>
                                                            NUMBER OF
    UNDERWRITER                                          FIRM SECURITIES
    -----------                                          ---------------
<S>                                                      <C>

Credit Suisse First Boston Corporation ............
Merrill Lynch, Pierce, Fenner & Smith
         Incorporated .............................
Goldman, Sachs & Co. ..............................
J.P. Morgan Securities Inc. .......................
Salomon Smith Barney Inc. .........................
Banc of America Securities LLC ....................
Lehman Brothers Inc. ..............................
Morgan Stanley & Co. Incorporated .................
SG Cowen Securities Corporation ...................
UBS Warburg LLC ...................................
                                                             ----------

                  Total............................          69,750,000
                                                             ==========
</TABLE>

<PAGE>
                                   SCHEDULE B


Timothy R.G. Sear
Gaston-Noel Baechler
Werner Bauer
Peter Brabeck-Letmathe
Francisco Castaner
Odette Dupont-Bonvin
Alain Pedersen
Dr. Wolfgang H. Reichenberger
Claude Rossier
Dr. James I. Cash
Philip H. Geier, Jr.
Lodewijk J.R. De Vink
Dr. G. Andre Bens
Dr. Gerald D. Cagle
Charles E. Miller, Sr.
Fred J. Pettinato
Cary R. Rayment


<PAGE>
                                    EXHIBIT A

                             FORM OF COMFORT LETTER
                           TO BE DELIVERED BY KPMG LLP










                                  Exhibit A-1
<PAGE>
                                    EXHIBIT B

                         FORM OF OPINION TO BE DELIVERED
                           BY CRAVATH, SWAINE & MOORE










                                  Exhibit B-1
<PAGE>
                                    EXHIBIT C

                       FORM OF OPINION TO BE DELIVERED BY
                              KATHLEEN KNIGHT, ESQ.










                                  Exhibit C-1
<PAGE>
                                    EXHIBIT D

                       FORM OF OPINION TO BE DELIVERED BY
                              ELAINE WHITBECK, ESQ.








                                  Exhibit D-1
<PAGE>
                                    EXHIBIT E

                         FORM OF OPINION TO BE DELIVERED
                           BY HOMBURGER RECHTSANWALTE





                                  Exhibit E-1
<PAGE>
                                    EXHIBIT F

                       FORM OF OPINION TO BE DELIVERED BY
                       ORRICK, HERRINGTON & SUTCLIFFE LLP








                                  Exhibit F-1
<PAGE>
                                    EXHIBIT G

                       FORM OF OPINION TO BE DELIVERED BY
                              DEBEVOISE & PLIMPTON









                                  Exhibit G-1
<PAGE>
                                    EXHIBIT H

                       FORM OF OPINION TO BE DELIVERED BY
                               COVINGTON & BURLING









                                   Exhibit H-1
<PAGE>
                                    EXHIBIT I

                    FORM OF CERTIFICATE OF WILLIAM FAIRBAIRN


                                   CERTIFICATE


      I, William Fairbairn, Vice President, Regulatory Affairs of Alcon
Research, Ltd. ("Alcon Research"), a subsidiary of Alcon, Inc., a corporation
incorporated under the laws of Switzerland (the "Company"), pursuant to Section
6(m) of the Underwriting Agreement dated March [20], 2002 (the "Underwriting
Agreement"), among the Company, and Credit Suisse First Boston Corporation,
Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as
Representatives of the Several Underwriters named therein, DO HEREBY CERTIFY
that:


                  (i) I am the Vice President, Regulatory Affairs of Alcon
            Research, which is the subsidiary of the Company responsible for
            regulatory affairs and compliance for the Company and its
            subsidiaries, and as such am knowledgeable in the conduct of the
            operations of the Company and its subsidiaries as they relate to the
            FDC Act, the Fair Packaging and Labeling Act and the U.S. Controlled
            Substances Act, and the regulations promulgated under those acts
            relating to the Company and its subsidiaries (collectively, the
            "Applicable Statutes and Regulations");

                  (ii) I have no reason to believe that the current business of
            the Company and its subsidiaries is not being conducted in material
            compliance with currently applicable requirements under the
            Applicable Statutes and Regulations as of the date of the Prospectus
            and as of the date hereof or that the Company or any of its
            subsidiaries is currently considering taking action that would
            result in withdrawal, other than any voluntary withdrawal, from
            marketing of any of the products currently marketed by the Company
            or its subsidiaries; and

                  (iii) I have no reason to believe that there are any
            rulemaking or similar proceedings before the U.S. Food and Drug
            Administration that affect the Company or any of its subsidiaries or
            any of the products disclosed in the Prospectus as a product which
            the Company or its subsidiaries has developed, is developing or
            proposes to develop or uses or proposes to use which, if the subject
            of an action unfavorable to the Company or its subsidiaries, could
            have a Material Adverse Effect.

      Capitalized terms used herein without definition have the respective
meanings assigned to them in the Underwriting Agreement.

      IN WITNESS WHEREOF, I have executed this Certificate on this __th day of
______ 2002.



                                 By
                                   -------------------------------------------
                                      Name:  William Fairbairn
                                      Title: Vice President, Regulatory -
                                             Affairs of Alcon Research, Ltd.,
                                             a subsidiary of Alcon, Inc.




                                   Exhibit I-1
<PAGE>
                                    EXHIBIT J

                              FORM OF LOCKUP LETTER



                                                                __________, 2002


Alcon, Inc.
Bosch 69
P.O. Box 62
6331 Hunenburg, Switzerland



Credit Suisse First Boston Corporation
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated

c/o Credit Suisse First Boston Corporation
    Eleven Madison Avenue
    New York, NY   10010-3629


Dear Sirs:

            As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which an offering will be made that is intended to result
in the establishment of a public market for the Common Shares, par value CHF
0.20 per share, (the "SECURITIES") of Alcon, Inc., and any successor (by merger
or otherwise) thereto, (the "COMPANY"), the undersigned hereby agrees that for a
period of 180 days after the public offering date set forth in the final
prospectus used to sell the Securities (the "PUBLIC OFFERING DATE") pursuant to
the Underwriting Agreement, to which you are or expect to become parties, the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of Securities or securities convertible
into or exchangeable or exercisable for any shares of Securities, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of the Securities, whether any such aforementioned
transaction is to be settled by delivery of the Securities or such other
securities, in cash or otherwise, or publicly disclose the intention to make any
such offer, sale, pledge or disposition, or to enter into any such transaction,
swap, hedge or other arrangement, without, in each case, the prior written
consent of Credit Suisse First Boston Corporation and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "REPRESENTATIVES"). In addition, the
undersigned agrees that, without the prior written consent of the
Representatives, it will not, during the period commencing on the date hereof
and ending 180 days after the Public Offering Date, make any demand for or
exercise any right with respect to, the registration of any Securities or any
security convertible into or exercisable or exchangeable for the Securities.

            Any Securities received upon exercise of options granted to the
undersigned will also be subject to this Agreement. Any Securities acquired by
the undersigned in the open market or in the issuer directed share program will
not be subject to this Agreement. A transfer of Securities to a family member,
trust or heirs may be made (by operation of law or otherwise), provided the
transferee agrees to be bound in writing by the terms of this Agreement.



                                  Exhibit J-1
<PAGE>
            In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of shares of
Securities if such transfer would constitute a violation or breach of this
Agreement.

            This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned. This
Agreement shall lapse and become null and void if the Public Offering Date shall
not have occurred on or before April 15, 2002.

                                    Very truly yours,



                                    ..................................
                                    [Name]





                                  Exhibit J-2
<PAGE>
                                    EXHIBIT K

                            FORM OF AGREEMENT BETWEEN
                        NESTLE S.A. AND THE UNDERWRITERS

                               [Nestle letterhead]

                                                               ___________, 2002



CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
  As Representatives of the Several Underwriters,
    c/o Credit Suisse First Boston Corporation,
       Eleven Madison Avenue,
       New York, N.Y. 10010-3629


Dear Sirs:

         The undersigned (the "PARENT") understands that Credit Suisse First
Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(together, the "REPRESENTATIVES") and others propose to enter into an
underwriting agreement (the "UNDERWRITING AGREEMENT") dated the date hereof with
Alcon, Inc., a corporation incorporated under the laws of Switzerland (the
"COMPANY"), providing for the offering (the "OFFERING") by the several
underwriters, including the Representatives and such others named in Schedule A
to the Underwriting Agreement (the "UNDERWRITERS"), of the Company's registered
common shares, par value CHF 0.20 per share. The Company is a subsidiary of the
Parent. This Letter Agreement is hereafter referred to herein as the
"AGREEMENT." Capitalized terms used herein and not otherwise defined herein have
the meaning ascribed to such terms in the Underwriting Agreement.

         1. Representations and Warranties of the Parent. To induce the
Underwriters to participate in the Offering, the Parent represents and warrants
to and agrees with each of the Underwriters that:


                  (a) The execution, delivery and performance of the
         Subscription Agreement and the Separation Agreement, the issuance and
         sale of the Offered Securities and the consummation of the transactions
         therein contemplated will not result in a breach or violation of any of
         the terms and provisions of, or constitute a default under (i) any
         statute, rule, regulation or order of any governmental agency or body
         or any court, domestic or foreign, having jurisdiction over the Parent
         or any agreement or instrument to which the Parent is a party or by
         which the Parent is bound or to which any of the properties of the
         Parent is subject which breach, violation or default would individually
         or in the aggregate have a material adverse effect on the condition
         (financial or other), business, properties, business prospects or
         results of operations of the Parent and its subsidiaries taken as a
         whole, or (ii) the articles of association or organizational
         regulations of the Parent.


                  (b) Each of the Separation Agreement and the Subscription
         Agreement has been duly authorized, executed and delivered by the
         Parent and, assuming due authorization, execution and delivery by the
         other parties thereto constitutes a valid and legally binding agreement
         of the Parent, enforceable in accordance with its terms, subject, as to
         enforcement, to bankruptcy, insolvency,
<PAGE>
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights, to
         general equity principles and to Swiss law principles on abuse of
         rights (Rechtsmissbranch).


                  (c) To the best of the Parent's knowledge after due inquiry,
         there are no pending actions, suits or proceedings against or affecting
         the Parent, any of its subsidiaries or any of their respective
         properties that, if determined adversely to the Parent or any of its
         subsidiaries, would adversely affect the ability of the Parent to
         perform its obligations under the Subscription Agreement or the
         Separation Agreement, or which are otherwise material in the context of
         the sale of the Offered Securities; and no such actions, suits or
         proceedings are, to the Parent's knowledge, threatened.


                  (d) The sections of the Prospectus under the captions "Sole
         Shareholder" and "Arrangements Between Nestle and our Company" have
         been reviewed by the Parent and do not include any untrue statement of
         a material fact or omit to state any material fact required to be
         stated therein or necessary to make the statements therein not
         misleading in the light of the circumstances under which they were
         made.

         2. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law. The Parent hereby submits to the non-exclusive jurisdiction
of the Federal and state courts in the Borough of Manhattan in the City of New
York in any suit or proceeding arising out of or relating to this Agreement.



                                        Very truly yours,


                                        NESTLE S.A.


                                        By _____________________________________
                                             Name:
                                             Title:


</TEXT>
</DOCUMENT>
