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<SEC-DOCUMENT>0000950123-02-002518.txt : 20020415
<SEC-HEADER>0000950123-02-002518.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950123-02-002518
CONFORMED SUBMISSION TYPE:	F-1/A
PUBLIC DOCUMENT COUNT:		9
FILED AS OF DATE:		20020314

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALCON INC
		CENTRAL INDEX KEY:			0001167379
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				980205094
		STATE OF INCORPORATION:			V8
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		F-1/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-83286
		FILM NUMBER:		02575453

	BUSINESS ADDRESS:	
		STREET 1:		6201 SOUTH FREEWAY
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76134
		BUSINESS PHONE:		8175516878

	MAIL ADDRESS:	
		STREET 1:		BOSCH 69 6331 HUNENBERG
		CITY:			SWITZERLAND
		STATE:			V8
		ZIP:			0000
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-1/A
<SEQUENCE>1
<FILENAME>y54530a1f-1a.txt
<DESCRIPTION>AMENDMENT #1 TO FORM F-1: ALCON, INC.
<TEXT>
<PAGE>


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2002


                                                      REGISTRATION NO. 333-83286

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                Amendment No. 1


                                       to

                      ------------------------------------
                                    FORM F-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------
                                  ALCON, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                   <C>                                   <C>
           SWITZERLAND                               6719                               98-0205094
 (State or other jurisdiction of         (Primary Standard Industrial        (I.R.S. Employer Identification
  incorporation or organization)         Classification Code Number)                     Number)
</Table>

                                    BOSCH 69
                                  P.O. BOX 62
                          6331 HUNENBERG, SWITZERLAND
                               011-41-41-785-8888
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                               TIMOTHY R.G. SEAR
                            ALCON LABORATORIES, INC.
                               6201 SOUTH FREEWAY
                          FORT WORTH, TEXAS 76134-2099
                                 (817) 293-0450
 (Name, address, including zip code, and telephone number, including area code,
                              of agent of service)
                      ------------------------------------
                                   COPIES TO:

<Table>
<S>                                                     <C>
               JOHN T. GAFFNEY, ESQ.                                    LINDA C. QUINN, ESQ.
              CRAVATH, SWAINE & MOORE                                   SHEARMAN & STERLING
                  WORLDWIDE PLAZA                                       599 LEXINGTON AVENUE
                 825 EIGHTH AVENUE                                 NEW YORK, NEW YORK 10022-6069
           NEW YORK, NEW YORK 10019-7475                                   (212) 848-4000
                   (212) 474-1000
</Table>

                      ------------------------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:     As soon
as practicable after the effective date of this registration statement.
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                      ------------------------------------

                        CALCULATION OF REGISTRATION FEE


<Table>
<S>                                           <C>                  <C>                  <C>                  <C>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                PROPOSED MAXIMUM     PROPOSED MAXIMUM     PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE           AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
REGISTERED                                       REGISTERED(1)          PER SHARE             PRICE(2)       REGISTRATION FEE (3)
- ---------------------------------------------------------------------------------------------------------------------------------
  Common Shares, par value CHF 0.20 per
  share.....................................   76,725,000 shares          $35.00           $2,685,375,000          $247,055
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>


(1) Includes 6,975,000 common shares issuable upon the exercise of the
    underwriters' over-allotment option.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(o) under the Securities Act of 1933.

(3)Paid previously.


    The registrant hereby amends this registration statement on such date as may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>


     This Amendment No. 1 is being filed solely for the purpose of including
certain Exhibits in this Registration Statement.


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article X, Section 3 of the Registrant's Organizational Regulations
provides that the Registrant may obtain directors' and officers' liability
insurance for members of the Board of Directors of the Registrant and key
executive officers of the Registrant and its subsidiaries. Pursuant to this
authority, the Registrant expects to obtain directors' and officers' liability
insurance for the members of the Board of Directors of the Registrant and
certain officers of Alcon Laboratories, Inc., a wholly owned subsidiary of the
Registrant ("Alcon Labs").

     The Registrant also expects to enter into Indemnification Agreements, in
form of Exhibit 10.6 to this Registration Statement, with each of the members of
its Board of Directors and certain officers of Alcon Labs pursuant to which the
Registrant will advance funds to members of the Registrant's Board of Directors
and these officers to defray expenses, or reimburse the expenses, incurred by
such persons arising out of proceedings related to their actions in such
capacities. The availability of the advance and/or reimbursement of expenses is
subject to a determination by the disinterested members of the Board of
Directors of the Registrant that the person seeking an advance or reimbursement
of expenses acted in good faith and in the best interests of the Registrant.

ITEM 7.  RECENT SALES OF UNREGISTERED SECURITIES.

     None.

ITEM 8.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     (a) Exhibits:

     The following exhibits are filed pursuant to Item 601 of Regulation S-K.


<Table>
<Caption>
EXHIBIT
  NO.                             DESCRIPTION
- -------                           -----------
<C>       <S>
  1       Form of Underwriting Agreement
  3.1     Form of Registrant's Articles of Association
  3.2     Form of Registrant's Organizational Regulations
  4.1     Specimen Common Share Certificate
  4.2     The Registrant agrees to furnish copies of any instruments
          defining the rights of holders of long-term debt of the
          Registrant and its consolidated subsidiaries that does not
          exceed 10 percent of the total assets of the Registrant and
          its consolidated subsidiaries to the Commission upon
          request.
  5.1     Form of Opinion of Homburger Rechtsanwalte with respect to
          legality
 10.1     Separation Agreement between Nestle S.A. and the Registrant
          dated February 22, 2002+
 10.2     Form of 2002 Alcon Incentive Plan
 10.3     Executive Salary Continuation Plan for Alcon Universal Ltd.
          and Affiliated Companies effective January 1, 2001+
 10.4     Executive Salary Continuation Plan for Alcon Universal Ltd.
          and Affiliated Companies effective December 31, 1998+
 10.5     Phantom Stock Plan of Alcon Laboratories, Inc., Its Selected
          Affiliates, Subsidiaries and Related Corporations, effective
          January 1, 1994+
 10.6     Form of Indemnification Agreement to be entered into by the
          Registrant and the Directors and Senior Management of the
          Registrant.
</Table>


                                       II-1
<PAGE>


<Table>
<Caption>
EXHIBIT
  NO.                             DESCRIPTION
- -------                           -----------
<C>       <S>
 21.1     Significant Subsidiaries of the Registrant+
 23.1     Consent of KPMG LLP, Independent Auditors
 23.2     Consent of Homburger Rechtsanwalte (set forth in Exhibit
          5.1)
</Table>


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

 +Filed previously.


ITEM 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes to the underwriters at the
closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

     (c) The undersigned Registrant hereby undertakes that:

          (1) For purpose of determining any liability under the Securities Act,
     the information omitted from the form of prospectus filed as part of this
     registration statement in reliance upon Rule 430A and contained in a form
     of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
     497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

                                       II-2
<PAGE>


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Hunenberg, State of Zug, on March 14, 2002.



                                          ALCON, INC.



                                          By /s/ TIMOTHY R.G. SEAR
                                            ------------------------------------


                                          Name: Timothy R.G. Sear


                                          Title: Chairman





                                          By /s/ ALAIN PEDERSEN
                                            ------------------------------------


                                          Name: Alain Pedersen


                                          Title: Director



<Table>
<Caption>
SIGNATURE                                                    TITLE                         DATE
- ---------                                                    -----                         ----
<S>                                         <C>                                      <C>
/s/ TIMOTHY R.G. SEAR                       Principal Executive Officer              March 14, 2002
- ------------------------------------------
Timothy R.G. Sear

/s/ GUIDO KOLLER                            Principal Financial Officer, Principal   March 14, 2002
- ------------------------------------------  Accounting Officer
Name: Guido Koller

/s/ FRANCISCO CASTANER                      Director                                 March 14, 2002
- ------------------------------------------
Name: Francisco Castaner


/s/ GASTON-N. BAECHLER                      Director                                 March 14, 2002
- ------------------------------------------
Name: Gaston-N. Baechler


/s/ CLAUDE ROSSIER                          Director                                 March 14, 2002
- ------------------------------------------
Name: Claude Rossier


/s/ ALAIN PEDERSEN                          Director                                 March 14, 2002
- ------------------------------------------
Name: Alain Pedersen


/s/ TIMOTHY R.G. SEAR                       Authorized Representative in the United  March 14, 2002
- ------------------------------------------  States
Name: Timothy R.G. Sear
</Table>


                                       II-3
<PAGE>

                                 EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT
  NO.                             DESCRIPTION
- -------                           -----------
<C>       <S>
  1       Form of Underwriting Agreement
  3.1     Form of Registrant's Articles of Association
  3.2     Form of Registrant's Organizational Regulations
  4.1     Specimen Common Share Certificate
  4.2     The Registrant agrees to furnish copies of any instruments
          defining the rights of holders of long-term debt of the
          Registrant and its consolidated subsidiaries that does not
          exceed 10 percent of the total assets of the Registrant and
          its consolidated subsidiaries to the Commission upon
          request.
  5.1     Form of Opinion of Homburger Rechtsanwalte with respect to
          legality
 10.1     Separation Agreement between Nestle S.A. and the Registrant
          dated February 22, 2002+
 10.2     Form of 2002 Alcon Incentive Plan
 10.3     Executive Salary Continuation Plan for Alcon Universal Ltd.
          and Affiliated Companies effective January 1, 2001+
 10.4     Executive Salary Continuation Plan for Alcon Universal Ltd.
          and Affiliated Companies effective December 31, 1998+
 10.5     Phantom Stock Plan of Alcon Laboratories, Inc., Its Selected
          Affiliates, Subsidiaries and Related Corporations, effective
          January 1, 1994.+
 10.6     Form of Indemnification Agreement to be entered into by the
          Registrant and the Directors and Senior Management of the
          Registrant.
 21.1     Significant Subsidiaries of the Registrant+
 23.1     Consent of KPMG LLP, Independent Auditors
 23.2     Consent of Homburger Rechtsanwalte (set forth in Exhibit
          5.1)
</Table>


- ---------------
 +Filed previously.


                                       II-4


</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>4
<FILENAME>y54530a1ex3-1.txt
<DESCRIPTION>FORM OF REGISTRANT'S ARTICLES OF ASSOCIATION
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.1

                           ARTICLES OF ASSOCIATION OF

                                  ALCON, INC.

                              AS OF MARCH 18, 2002
<PAGE>

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

                                   ARTICLE 1

                          NAME, PLACE OF INCORPORATION

     Under the name Alcon, Inc. there exists a corporation with its place of
incorporation in Hunenberg, Canton of Zug, Switzerland.

                                   ARTICLE 2

                                    PURPOSE


     1 The business purpose of the Company consists of the purchase, the
administration and the transfer of patents, trademarks, technical and industrial
know how, the provision of technical and administrative consultancy services and
the holding of participations in other industrial and commercial companies.


     2 The Company may engage in all types of transactions and may take all
measures that appear appropriate to promote the purpose of the Company or that
are related to the same.

                                   ARTICLE 3

                                    DURATION

     The duration of the Company is unlimited.

SECTION 2: SHARE CAPITAL

                                   ARTICLE 4

                                 SHARE CAPITAL


     1 The share capital of the Company is CHF 60,000,000 and is divided into
300,000,000 fully paid registered shares. Each share has a par value of CHF
0.20.


     2 Upon resolution of the Shareholders' Meeting with the supermajority set
out in Art. 18 of these Articles of Association, registered shares may be
converted into bearer shares and vice versa.


                                 ARTICLE 4(bis)


                            AUTHORIZED SHARE CAPITAL


     1 The Board of Directors shall be authorized to increase the share capital
in an amount not to exceed CHF 1,395,000 through the issuance of up to 6,975,000
fully paid registered shares with a par value of CHF 0.20 per share by not later
than July 30, 2002. An increase in partial amounts shall be permitted.


     2 The Board of Directors shall determine the date of issue of new shares,
the issue price, the type of payment, the conditions for the exercise of
pre-emptive rights, and the beginning date for dividend entitlement. In this
regard, the Board of Directors may issue new shares by means of a firm
underwriting through a banking institution or syndicate and a subsequent offer
of these shares to the current shareholders. The Board of Directors may permit
pre-emptive rights that have not been exercised to expire or it may place these
rights and/or shares as to which pre-emptive rights have been granted but not
exercised at market conditions.

     3 The Board of Directors is further authorized to restrict or deny the
pre-emptive rights of shareholders and allocate such rights to third parties if
the shares are to be used for the purpose of broadening the shareholder
constituency in connection with a listing of the shares on domestic or foreign
stock exchanges. This includes in particular the use of the shares in connection
with the grant of an option

                                        1
<PAGE>


to a bank or banking syndicate to cover any over-allotments of shares (greenshoe
option) to facilitate the placement of the shares issued pursuant to the
ordinary capital increase dated February 25, 2002.


                                ARTICLE 4 (ter)

                           CONDITIONAL SHARE CAPITAL

     1 The share capital may be increased in an amount not to exceed CHF
6,000,000 through the issuance of up to 30,000,000 fully paid registered shares
with a par value of CHF 0.20 per share in connection with the issuance of new
shares or options to employees or directors of the Company and group companies.
The pre-emptive and advance subscription rights of the shareholders shall
thereby be excluded. The shares or options to acquire shares shall be issued to
employees pursuant to one or more regulations to be issued by the Board of
Directors, taking into account performance, functions, levels of responsibility
and profitability criteria. Shares may be issued to employees or directors at a
price lower than the current market price quoted on the stock exchange on which
the shares are traded, but at least at par value. In case of the issuance of
options to purchase shares, the exercise price shall be no less than the
prevailing stock exchange price upon grant of the options.


                               ARTICLE 4 (quater)



                        PREFERRED PARTICIPATION CAPITAL


     1 The participation capital of the Company is CHF 13,950,000 and is divided
into 69,750,000 registered participation certificates with a par value of CHF
0.20 each. The participation certificates are fully paid.

     2 The participation certificates grant the preferential right to receive a
preferential liquidation or dividend payment to be determined by the
Shareholders' Meeting. The amount of the preferential liquidation and dividend
payment is in the discretion of the Shareholders' Meeting. In addition, the
participation certificates grant, proportionally to their par value, the same
claim to a corresponding portion of remaining liquidation proceeds and the
remaining profits as shown in the balance sheet after distribution of the
preferential liquidation payment; in contrast, they do not confer any voting
rights or any rights related thereto.

     3 Participation certificates confer on their holders the same preemptive
subscription rights as shares. Should the share capital and the participation
capital be simultaneously increased in the same proportions, the shareholders
shall only be entitled to pre-emptive rights to subscribe shares, and the
participation certificates holders shall only be entitled to pre-emptive rights
to subscribe participation certificates. Furthermore, art. 656g CO shall apply.


     4 Unless provided otherwise by law or by the Articles of Association, the
provisions of the law and of the Articles of Association regarding the share
capital, the shares and the shareholders shall also apply with respect to the
participation capital, the participation certificates and the holders of
participation certificates.


     5 By an amendment of the Articles of Association, the Shareholders Meeting
may at all times convert participation certificates into shares.

                                   ARTICLE 5

           SHARE REGISTER AND RESTRICTIONS ON REGISTRATION, NOMINEES

     1 The Company shall maintain, itself or through a third party, a share
register listing the surname and first name and address (in the case of legal
entities, the company name and place of incorporation) of the holders and
usufructuaries of the registered shares. A shareholder must notify the share
registrar of any change in address. Until such notification shall have occurred,
all written communication from the

                                        2
<PAGE>

Company to shareholders of record shall be deemed to have validly been made if
sent to the address recorded in the share register.

     2 Acquirors of registered shares shall be recorded upon request in the
share register as shareholders with voting rights.

     3 After hearing the registered shareholder, the Board of Directors may
cancel the registration of such shareholder as a shareholder with voting rights
in the share register, retroactive to the date of registration, if such
registrations were made based on false information. The relevant shareholder
shall be informed immediately as to the cancellation.

     4 The board of directors may record nominees who hold shares in their own
name, but for account of third parties, as shareholders of record in the share
register of the Company. Beneficial owners of shares who hold their shares
through nominees exercise their shareholders' rights through the intermediation
of such nominees.

                                   ARTICLE 6

                               SHARE CERTIFICATES

     1 The Company shall issue registered shares or share certificates
incorporating a number of registered shares to the name of record owners of
shares.

     2 Registered shares and share certificates shall bear the signatures of two
duly authorized signatories of the Company, of which at least one shall be a
member of the Board of Directors. These signatures may be facsimile signatures.

     3 The Company may destroy issued share certificates without replacement
with the consent of the affected shareholder of record.

     4 Uncertificated registered shares, including any uncertificated rights
arising thereunder, may be transferred only by way of written assignment. The
assignment must be notified to the share registrar to be valid.

     5 Uncertificated registered shares and the pecuniary rights associated
therewith may be pledged only by way of a written agreement, and only in favor
of the financial institution at which the shareholder holds such shares in
book-entry form. Notification to the Company shall not be necessary.

                                   ARTICLE 7

                               EXERCISE OF RIGHTS

     1 The Company shall only accept one representative per share.

     2 Unless the Articles of Association provide otherwise, the Company is
entitled to accept only those persons as shareholders, usufructuaries of shares
or nominees who have been recorded in the share register, and to perform only as
against such persons.

                                        3
<PAGE>

SECTION 3: CORPORATE BODIES

  A. Shareholders' meeting

                                   ARTICLE 8

                                   COMPETENCE

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

                                   ARTICLE 9

                        ORDINARY SHAREHOLDERS' MEETINGS

     The Ordinary Shareholders' Meeting shall be held each year within six
months after the close of the fiscal year of the Company; the business report
and the Auditor's report, together with the group auditor's report, shall be
made available for inspection by the shareholders at the place of incorporation
of the Company no later than twenty days prior to the meeting. Each shareholder
is entitled to request immediate delivery of a copy of these documents free of
charge. Shareholders of record will be notified of this in writing.

                                   ARTICLE 10

                      EXTRAORDINARY SHAREHOLDERS' MEETINGS

     1 Extraordinary Shareholders' Meetings shall be held in the circumstances
foreseen under applicable law, in particular when deemed necessary by the Board
of Directors or if requested by the Auditors.

     2 Furthermore, Extraordinary Shareholders' Meetings shall be convened upon
resolution of a Shareholders' Meeting or if requested by one or more
shareholders who represent an aggregate of at least one-tenth of the share
capital and who submit a petition signed by such shareholder(s), specifying the
items for the agenda and the proposals.

                                   ARTICLE 11

                        NOTICE OF SHAREHOLDERS' MEETINGS

     1 Notice of Shareholders' Meetings shall be given by the Board of Directors
or, if necessary, by the Auditors, no later than 20 days prior to the meeting
date. Notice of the meeting shall be given by way of an announcement appearing
once in the official means of publication of the Company. The notice period
shall be deemed to have been observed if notice of the meeting is published in
the official means of publication of the Company, whereby the date of
publication is not calculated when computing the period. Shareholders may in
addition be informed by ordinary mail.

     2 The notice of a meeting shall state the items on the agenda and the
proposals of the Board of Directors and of the shareholders who demanded that a
Shareholders' Meeting be held or that an item be included on the agenda and, in
case of elections, the names of the nominated candidates.

                                   ARTICLE 12

                                     AGENDA

     1 One or more shareholders whose combined shareholdings represent an
aggregate par value of at least CHF 1,000,000 may request that an item be
included on the agenda of a Shareholders' Meeting. Such inclusion must be
requested in writing at least 40 days prior to the meeting and shall specify the
agenda items and proposals of such shareholder(s).

                                        4
<PAGE>

     2 No resolutions may be passed at a Shareholders' Meeting concerning agenda
items for which proper notice was not given. This provision shall not apply,
however, to proposals made during a Shareholders' Meeting to convene an
Extraordinary Shareholders' Meeting or to initiate a special audit.

     3 No previous notification shall be required for proposals concerning items
included on the agenda, and for debates as to which no vote is taken.

                                   ARTICLE 13

                   PRESIDING OFFICER, MINUTES, VOTE COUNTERS

     1 The Shareholders' Meeting shall be held at the place of incorporation of
the Company, unless the Board of Directors decides otherwise. The Chairman of
the Board or, in his absence, a Vice-Chairman or any other person appointed by
the Board, shall take the chair.

     2 The acting chair of the Shareholders' Meeting shall appoint the secretary
and the vote counters of such meeting who need not be shareholders. The minutes
of the Shareholders' Meeting shall be signed by the acting chair of such meeting
and the secretary.

     3 The acting chair of the Shareholders' Meeting shall have all powers and
authority necessary to ensure the orderly conduct of such meeting.

                                   ARTICLE 14

                                    PROXIES

     1 The Board of Directors shall issue procedural rules regarding
participation in and representation at the Shareholders' Meeting.

     2 Each shareholder registered in the share register is entitled to
participate at the Shareholders' Meeting and in any vote taken. The shareholders
may be represented by proxies who need not be shareholders.

                                   ARTICLE 15

                                 VOTING RIGHTS

     Each share shall grant the right to one vote.

                                   ARTICLE 16

                             RESOLUTIONS, ELECTIONS

     1 Unless otherwise required by law or stated in these Articles of
Association, the Shareholders' Meeting shall pass resolutions and decide
elections upon an absolute majority of the votes represented.

     2 Resolutions and elections shall be decided by a show of hands, unless a
secret ballot is resolved by the Shareholders' Meeting or is ordered by the
acting chair of such meeting. The presiding officer may also hold resolutions
and elections in electronic form. Electronic resolutions and elections shall be
treated in the same manner as resolutions and elections by ballot.

     3 The chair of the Shareholders' Meeting may at any time order that an
election or resolution decided by a show of hands be repeated through a secret
ballot if, in his view, the results of the vote are in doubt. In this case, the
preceding decision by a show of hands shall be deemed to have not occurred.

     4 In elections, if the first ballot fails to result in an election and more
than one candidate is standing for election, the chair of the Shareholders'
Meeting shall order a second ballot in which a relative majority shall be
decisive.

                                        5
<PAGE>

                                   ARTICLE 17

                  SPECIFIC POWERS OF THE SHAREHOLDERS' MEETING

     The following powers shall be vested exclusively in the Shareholders'
Meeting:

          a) adoption and amendment of these Articles of Association;

          b) election of the members of the Board of Directors, the Auditors,
     the Group Auditors and the special auditors;

          c) approval of the annual report and the consolidated financial
     statements;

          d) approval of the annual financial statements and decision on the
     allocation of profits shown on the balance sheet, in particular with regard
     to dividends;

          e) granting discharge to the members of the Board of Directors;

          f) passing resolutions as to all matters reserved to the authority of
     the Shareholders' Meeting by law or under these Articles of Association or
     that are submitted to the Shareholders' Meeting by the Board of Directors,
     subject to art. 716a Swiss Code of Obligations.

                                   ARTICLE 18

                                 SPECIAL QUORUM

     The approval of at least two-thirds of the votes represented at a
Shareholders' Meeting shall be required for resolutions with respect to:

          a) a modification of the purpose of the Company;

          b) the creation of dual-class common stock;

          c) restrictions on the transfer of registered shares and the removal
     of such restrictions;

          d) restrictions on the exercise of the right to vote and the removal
     of such restrictions;

          e) an authorized or conditional increase in share capital;

          f) an increase in share capital through the conversion of capital
     surplus, through a contribution in kind or in exchange for an acquisition
     of assets, or a grant of special benefits upon a capital increase;

          g) the restriction or denial of pre-emptive rights;

          h) a change of the place of incorporation of the Company;

          i) the conversion of registered shares into bearer shares and vice
     versa;

          j) the dissolution of the Company without liquidation;

          k) any changes to this Article 18.

  B. Board of Directors

                                   ARTICLE 19

                              NUMBER OF DIRECTORS

     The Board of Directors shall consist of no less than 7 members, all of whom
shall be shareholders or representatives of a legal entity that is a
shareholder.

                                        6
<PAGE>

                                   ARTICLE 20

                                 TERM OF OFFICE

     1 The members of the Board of Directors shall be elected to serve
three-year terms. Members of the Board of Directors whose terms of office have
expired shall be eligible for re-election. Non-executive Directors may only be
appointed for up to three terms of office.

     2 Each year the Board of Directors shall be renewed by rotation, to the
extent possible in equal numbers and in such manner that, after a period of
three years, all members will have been subject to re-election. The Board of
Directors shall establish the order of rotation, whereas the first term of
office of some members may be less than three years. In this regard, one year
shall mean the period between two Ordinary Shareholders' Meetings.

     3 In the event of an increase or a decrease in the number of Directors, the
Board of Directors shall establish a new order of rotation. It follows that the
term of office of some members may be less than three years.

     4 If, before the expiry of his or her term of office, a Director should be
replaced for whatever reason, the term of office of the newly elected Directors
shall expire at the end of the normal term of office of his or her predecessor.

                                   ARTICLE 21

                    ORGANIZATION OF THE BOARD, REMUNERATION

     1 The Board of Directors shall elect from among its members one Chairman
and one or more Vice-Chairmen. It shall appoint a secretary who need not be a
member of the Board. The Board of Directors shall further regulate, subject to
applicable law and these Articles of Association, its organization in written
organizational regulations.

     2 The members of the Board of Directors shall be entitled to reimbursement
of all expenses incurred in the interests of the Company, as well as
remuneration for their services that is appropriate in view of their functions
and responsibilities. The amount of the remuneration shall be fixed by the Board
of Directors upon recommendation by a committee of the Board.

                                   ARTICLE 22

                             CONVENING OF MEETINGS

     The Chairman shall convene meetings of the Board of Directors if and when
the need arises or whenever a member or the chief executive officer so requests
in writing.

                                   ARTICLE 23

                                  RESOLUTIONS

     1 In order to pass resolutions, at least a majority of the members of the
Board of Directors must be present, subject to additional provisions in the
Organizational Regulations. No attendance quorum shall be required for
resolutions of the Board of Directors providing for the confirmation of capital
increases or for the amendment of the Articles of Association in connection
therewith.

     2 Resolutions of the Board of Directors shall be adopted upon a majority of
the votes cast. In the event of a tie, the Chairman shall have the deciding
vote.

     3 Resolutions may be passed by way of written consent, provided that no
member requests oral deliberation.

                                        7
<PAGE>

                                   ARTICLE 24

                          SPECIFIC POWERS OF THE BOARD

     1 The Board of Directors has, in particular, the following non-delegable
and inalienable duties:

          a) the ultimate direction of the business of the Company and the
     issuance of the necessary instructions;

          b) the determination of the organization of the Company;

          c) the administration of accounting, financial controls and financial
     planning;

          d) the appointment and removal of the persons entrusted with
     management and representation of the Company;

          e) the ultimate supervision of the persons entrusted with management
     of the Company, specifically in view of their compliance with law, these
     Articles of Association, the regulations and directives;

          f) the preparation of business reports, the preparations for the
     Shareholders' Meetings and the implementation of shareholders' resolutions;

          g) the decision to call payments on shares that are not fully paid in,
     and the corresponding amendments to these Articles of Association;

          h) the adoption of resolutions concerning an increase in share capital
     to the extent that such power is vested in the Board of Directors of
     resolutions concerning the confirmation of capital increases, as well as
     making the required report on the capital increase and corresponding
     amendments to these Articles of Association;

          i) the examination of the professional qualifications of the qualified
     auditors;

          j) notification of the court if liabilities exceed assets.

     2 In addition, the Board of Directors may pass resolutions with respect to
all matters that are not reserved to the Shareholders' Meeting by law or under
these Articles of Association.

                                   ARTICLE 25

                              DELEGATION OF POWERS

     Subject to art. 24 of these Articles of Association, the Board of Directors
may delegate the management of the Company in whole or in part to individual
directors or to third persons (Group Executive Management) pursuant to
regulations governing the internal organization.

                                   ARTICLE 26

                                SIGNATURE POWER

     The due and valid representation of the Company by members of the Board of
Directors or other persons shall be set forth in regulations governing the
internal organization.

                                        8
<PAGE>


  C. Auditors, Group Auditors and Special Auditors


                                   ARTICLE 27

                            TERM, POWERS AND DUTIES

     1 The Auditors and the Group Auditors, both of which shall be elected by
the Shareholders' Meeting, shall have the powers and duties vested in them by
law. The duties of Auditors and Group Auditors may be performed by the same
person.

     2 The Shareholders' Meeting may appoint a special auditing firm entrusted
with the examinations required under applicable law in connection with capital
increases (Art. 652f, 653f and 653i CO).

     3 The term of office of the Auditors, the Group Auditors and (if appointed)
the special auditors shall be one year. The term of office shall commence on the
day of election, and shall terminate on the first Annual Shareholders' Meeting
following their election.

SECTION 4: ANNUAL FINANCIAL STATEMENTS, CONSOLIDATED FINANCIAL STATEMENTS AND
PROFIT ALLOCATION

                                   ARTICLE 28

                          FISCAL YEAR, BUSINESS REPORT

     1 The fiscal year shall close as of December 31 of each year.

     2 For each fiscal year, the Board of Directors shall prepare a business
report including the annual financial statements (consisting of the profit and
loss statements, balance sheet and notes to the financial statements), the
annual report and the consolidated financial statements, as well any other
documentation that may be required by applicable law or stock exchange rules.

                                   ARTICLE 29

           ALLOCATION OF PROFIT SHOWN ON THE BALANCE SHEET, RESERVES

     1 The profit shown on the balance sheet shall be allocated by the
Shareholders' Meeting within the limits set by applicable law. The Board of
Directors shall submit its proposals to the Shareholders' Meeting.

     2 Further reserves may be taken in addition to the reserves required by
law.

     3 Dividends that have not been collected within five years after their
payment date shall enure to the Company and be allocated to the general
reserves.

SECTION 5: WINDING-UP AND LIQUIDATION

                                   ARTICLE 30

                           WINDING-UP AND LIQUIDATION

     The Shareholders' Meeting may at any time resolve on the winding-up and
liquidation of the Company pursuant to applicable law and the provisions set
forth in these Articles of Association.

     The liquidation shall be effected by the Board of Directors, unless the
Shareholders' Meeting shall appoint other persons as liquidators.

     The liquidation of the Company shall be effectuated pursuant to the
statutory provisions.

     Upon discharge of all certified liabilities, the assets of the Company
shall be distributed to the shareholders pursuant to the amounts paid in, unless
these Articles of Association provide otherwise.
                                        9
<PAGE>

SECTION 6: ANNOUNCEMENTS, COMMUNICATIONS

                                   ARTICLE 31

                         ANNOUNCEMENTS, COMMUNICATIONS

     1 The official means of publication of the Company shall be the Swiss
Official Gazette of Commerce.

     2 To the extent that personal notification is not mandated by law or stock
exchange regulations, all communications to the shareholders shall be deemed
valid if published in the Swiss Official Gazette of Commerce. Written
communications by the Company to its shareholders shall be sent by ordinary mail
to the last address of the shareholder or authorized recipient entered in the
share register of the Company. Financial institutions holding shares for
beneficial owners and recorded in such capacity in the share register shall be
deemed to be authorized recipients.

SECTION 7: CONTRIBUTIONS IN KIND

                                   ARTICLE 32


     1 In connection with the increase of the Company's share capital from CHF
4,000,000.- to CHF 54,000,000.-, Nestle Ltd, Cham and Vevey, effects the
following contributions:


          1) 99.95% of the paid-in share capital of the company Alcon Pharma
     GmbH, with a par value of CHF 25,486,890;

          2) 100% of the paid-in share capital of the company Alcon Ophthalmika
     GmbH, with a par value of CHF 56,950;


          3) 99.62% of the paid-in share capital of the company Alcon-Couvreur
     N.V., with a par value of CHF 7,004,011;


          4) 100% of the paid-in share capital of the company Alcon Cusi S.A.,
     with a par value of CHF 83,875,354;

          5) 100% of the paid-in share capital of the company Alcon Finland Oy,
     with a par value of CHF 131,950;

          6) 100% of the paid-in share capital of the company Laboratoires Alcon
     S.A., with a par value of CHF 19,720,727;


          7) 100% of the paid-in share capital of the company Alcon Laboratories
     (UK) Ltd., with a par value of CHF 7,316,000;



          8) 100% of the paid-in share capital of the company Alcon Laboratoires
     Hellas Commercial & Industrial S.A., with a par value of CHF 651,050;



          9) 100% of the paid-in share capital of the company Alcon Nederland
     B.V., with a par value of CHF 28,424;


          10) 99% of the paid-in share capital of the company Alcon Italia
     S.p.A., with a par value of CHF 2,198,746;

          11) 100% of the paid-in share capital of the company Alcon Norge AS,
     with a par value of CHF 9,790;

          12) 100% of the paid-in share capital of the company Alcon Polska
     Sp.z.o.o., with a par value of CHF 300,000;


          13) 90% of the paid-in share capital of the company Alcon Portugal
     Produtos e Equipamentos Oftalmologicos, Lda., with a par value of CHF
     35,100;


                                        10
<PAGE>

          14) 100% of the paid-in share capital of the company Alcon Sverige AB,
     with a par value of CHF 18,190;


          15) 100% of the paid-in share capital of the company Alcon
     Pharmaceuticals Ltd., with a par value of CHF 100,000;


          16) 100% of the paid-in share capital of the company Alcon S.A., with
     a par value of CHF 100,000;

          17) 100% of the paid-in share capital of the company Alcon
     Laboratuvarlari Ticaret AS, with a par value of CHF 1,420,000;


          18) 100% of the paid-in share capital of the company Alcon
     Laboratories (South Africa) (Pty) Ltd., with a par value of CHF 58,528;


          19) 100% of the paid-in share capital of the company Alcon Korea Ltd.,
     with a par value of CHF 200,000;

          20) 100% of the paid-in share capital of the company Alcon Hong Kong
     Limited, with a par value of CHF 14,122;

          21) 98% of the paid-in share capital of the company Alcon Japan Ltd.,
     with a par value of CHF 9,525,120;

          22) 100% of the paid-in share capital of the company Alcon
     Laboratories (Philippines), Inc., with a par value of CHF 651,124;

          23) 100% of the paid-in share capital of the company Alcon Pte Ltd,
     with a par value of CHF 143,533;


          24) 30% of the paid-in share capital of the company Alcon Laboratories
     (Thailand) Ltd, with a par value of CHF 10,050;



          25) 100% of the paid-in share capital of the company Alcon
     Laboratories (Australia) Pty. Ltd., with a par value of CHF 2,397,000;


          26) 100% of the paid-in share capital of the company Alcon Canada
     Inc., no par value;

          27) 100% of the paid-in share capital of the company Alcon (Puerto
     Rico) Inc., with a par value of CHF 142;

          28) 100% of the paid-in share capital of the company Alcon
     Laboratories, Inc., with a par value of CHF 7,100;

          29) 100% of the paid-in share capital of the company AlconLab Ecuador
     S.A., with a par value of CHF 18,000;

          30) industrial and intellectual property.


     These contributions are received at a total value of CHF 298,022,970. In
consideration for such contribution in kind, the Company allots to Nestle Ltd,
Cham and Vevey, 50,000 fully paid registered shares of the Company with a total
nominal value of CHF 50,000,000. The Company enters into its books CHF
50,000,000 as share capital and CHF 248,022,970 as reserves.



     2 In connection with the increase of the Company's share capital from CHF
54,000,000 to CHF 60,000,000, Nestle Ltd, Cham and Vevey effects the following
contributions:



          1) a loan to Alcon Laboratories Inc. of CHF 306,400,000,



          2) a loan to Alcon Laboratoires (UK) Ltd. of CHF 16,585,200,


                                        11
<PAGE>


          3) a loan to Laboratoires Alcon S.A. of CHF 37,240,200.



     These contributions are received at a total value of CHF 360,225,400. In
consideration for such contribution in kind, the Company allots to Nestle Ltd,
Cham and Vevey, 6,000 fully paid registered shares of the Company with a total
nominal value of CHF 6,000,000. The Company enters into its books CHF 6,000,000
as share capital and CHF 354,225,400 as reserves.


SECTION 8: ORIGINAL LANGUAGE

                                   ARTICLE 33

                               ORIGINAL LANGUAGE

     In the event of deviations between the German version of these Articles of
Incorporation and any version in another language, the German authentic text
prevails.

                                        12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>5
<FILENAME>y54530a1ex3-2.txt
<DESCRIPTION>FORM OF REGISTRANT'S ORGANIZATIONAL REGULATIONS
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.2

                                  ALCON, INC.

                               BOARD OF DIRECTORS

                           ORGANIZATIONAL REGULATIONS

                                                                      MARCH 2002
<PAGE>

                                  ALCON, INC.
                               BOARD OF DIRECTORS

                           ORGANIZATIONAL REGULATIONS

                               TABLE OF CONTENTS

<Table>
<S>           <C>                                                           <C>
ARTICLE I     Authority...................................................    3
ARTICLE II    Executive Bodies of the Company.............................    3
ARTICLE III   The Board...................................................    3
ARTICLE IV    Chairman and the Vice-Chairman..............................    6
ARTICLE V     Board Committees............................................    6
ARTICLE VI    Executive Officers of the Company and the Group.............    9
ARTICLE VII   Chief Executive Officer.....................................   10
ARTICLE VIII  Conflict of Interest........................................   10
ARTICLE IX    Interests in Shares and Options.............................   11
ARTICLE X     General Provisions..........................................   12
ARTICLE XI    Final Provisions............................................   12
</Table>

                                        2
<PAGE>

                                   ARTICLE I

                                   AUTHORITY

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

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

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

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

                                   ARTICLE II

                        EXECUTIVE BODIES OF THE COMPANY

     Section 1. Executive Bodies and Management.  The following are the
Executive Bodies of the Company:

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

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

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

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

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

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

                                  ARTICLE III

                                   THE BOARD

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

                                        3
<PAGE>

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

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

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

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

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

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

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

     The Board shall be authorized to pass resolutions on all matters which are
not reserved to the shareholders' meeting of the Company (SHAREHOLDERS' MEETING)
by the Articles of Association or delegated to the CEO or the Officers, or the
tasks reserved to any Board Committee by these Regulations.

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

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

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

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

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

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

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

          (g) the preparation of the business report and the financial
     statements and any required filings with regulatory authorities or stock
     exchanges as well as the preparation of the Shareholders' Meeting and the
     implementation of its resolutions;

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

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

          (j) the certification of increases of capital and the amendment of the
     Articles of Association related thereto;

                                        4
<PAGE>

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

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

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

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

          (o) the establishment of the Company's dividend policy;

          (p) the approval of any registration statements, prospectuses, listing
     particulars, notices and circulars to holders of Company securities or
     recommendations in respect of any matters which may be submitted to holders
     of the Company's securities;

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

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

          (s) any code of ethics and business practice; and

          (t) membership and terms of reference of any Board Committees.

     Section 4. Delegation of Other Duties.  The Board herewith delegates all
other duties, including the preparation and implementation of the Board
resolutions as well as the supervision of particular aspects of the business in
the sense of art. 716a para. 1 cif. 2 CO and the management of the Company in
the sense of art. 716b CO to the CEO.

     The Board may, upon giving appropriate notice to the corporate body or
individual to whom it has delegated any of its powers and duties, re-assume
responsibility for such powers and duties. Similarly, the Board may, upon giving
appropriate notice, delegate such powers and duties to any other corporate
bodies or individuals as it may from time to time deem appropriate.

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

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

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

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

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

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

                                        5
<PAGE>

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

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

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

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

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

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

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

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

                                   ARTICLE IV

                         CHAIRMAN AND THE VICE-CHAIRMAN

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

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

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

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

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

                                   ARTICLE V

                                BOARD COMMITTEES

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

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

                                        6
<PAGE>

     Section 2. Finance Committee.  The Finance Committee shall be comprised of
three members of the Board, one of which shall be a delegate from Nestle as the
Company's Majority Shareholder (the MAJORITY SHAREHOLDER), one of which shall be
the incumbent CEO, and one of which shall be an independent non-executive
director (as that term is understood pursuant to the rules and regulations of
the New York Stock Exchange as applicable from time to time (the NYSE RULES)).
The Chief Financial Officer of the Alcon Group may be invited to attend meetings
of the Finance Committee as a guest.

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

     The Finance Committee shall have the following powers and duties:

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

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

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

          (d) periodic review of the financial results as achieved;

          (e) recommendations to the Board regarding the appointment of the
     Chief Financial Officer of the Group; and

          (f) recommendations for approval by the Board of any share repurchase
     program.

     The Finance Committee shall meet at least three times a year. It shall
regularly report to the full Board on its findings and proposals.

     Section 3. Compensation Committee.  The Compensation Committee shall be
comprised of three members of the Board, one of which shall be designated by the
Majority Shareholder and two of which shall be independent non-executive
directors for purposes of the NYSE Rules.

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

     The Compensation Committee shall have the following powers and duties:

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

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

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

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

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

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

     Section 4. Audit Committee.  The Audit Committee shall be comprised of at
least three members of the Board all of whom shall be independent directors as
defined under the NYSE Rules. In addition, each member of the Audit Committee
shall meet all applicable requirements of the Audit Committee Policy of the New
York Stock Exchange with respect to financial literacy, accounting or related
financial expertise, and any other matters required by the Exchange.

                                        7
<PAGE>

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

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

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

     The Audit Committee shall have the following powers and duties:

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

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

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

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

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

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

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

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

          (i) to review and discuss the quarterly financial statements with
     management, and to review and discuss the annual financial statements with
     management and the outside auditors;

          (j) to ensure the ongoing compliance of the Company and the Group with
     legal requirements, accounting standards and the provisions of the NYSE
     Rules; and

          (k) to review and reassess the adequacy of the Audit Committee
     provisions of these Organizational Regulations annually and submit any
     proposals for revision to the Board for approval.

     In discharging its oversight responsibilities, the Audit Committee shall
have unrestricted access to the Company's management, books and records.

     The Audit Committee shall meet at least four times per year. It shall
regularly report to the Board on its findings and propose the appropriate
actions. The ultimate responsibility for approving the annual and quarterly
financial statements will remain with the Board.

     Section 5. Independent Director Committee.  If any of the following
transactions is proposed to be taken by the Company, the Board shall form a
special committee of no less than three independent and disinterested directors
who shall be responsible for protecting the interests of the minority
shareholders of the Company. The Board shall only resolve such matters if a
majority of the members of Independent Director Committee so recommends. Such
matters are

          (a) a proposed merger, takeover, business combination or related party
     transaction of the Company with the Majority Shareholder or any group
     company of the Majority Shareholder;

                                        8
<PAGE>

          (b) a proposed bid for the shares of the Company by any entity owning
     a majority of the Company's outstanding voting rights;

          (c) a proposed repurchase by the Company of all the shares not owned
     by an entity owning a majority of the outstanding voting rights of the
     Company; or

          (d) any change to the powers and duties of the Independent Director
     Committee.

     Section 6. Committee Procedures.  Each of the Board Committees shall
establish its own terms of reference which shall, to the extent necessary or
expedient, comply with the provisions of the NYSE Rules.

     Board Committees shall meet at the place of incorporation of the Company or
at another place as determined by the chairman of the Board Committee.

     Section 7. Research and Development and Scientific Advisory Board.  The
Board may appoint a research and development and scientific advisory board (the
R&D ADVISORY BOARD) that is comprised of no fewer than five members. One member
shall be designated by the Company, one member shall be designated by Nestle,
and the remainder of the members of the R&D Advisory Board shall be designated
by the Board and shall not otherwise be affiliated with the Company or Nestle.

     The members of the R&D Advisory Board shall be appointed for a one-year
term. Members shall be eligible for re-election.

     The R&D Advisory Board shall have no executive or managerial functions.
Instead, its function shall be:

          (a) to review and make recommendations regarding the Company's
     research and development objectives; and

          (b) to monitor new developments, trends and initiatives in the
     pharmaceutical industry.

     The R&D Advisory Board shall meet at least twice per year. It shall
regularly report to the full Board on its procedures.

                                   ARTICLE VI

                EXECUTIVE OFFICERS OF THE COMPANY AND THE GROUP

     Section 1. The Company.  The Company is a holding company which operates
principally through its operating Subsidiaries. All business and operational
decisions (including cost control and similar measures) as well as decisions of
business strategy of the Group shall be determined by the Board. In addition,
the executive officers of the Company (other than the CEO) are responsible for

          (a) conducting the administrative affairs of a holding company,
     including handling all communications with the competent commercial
     register and tax authorities and keeping of the Company's statutory books
     and records;

          (b) exercising the shareholder rights with respect to those
     Subsidiaries that are directly held by the Company;

          (c) administration of trademarks owned by the Company; and

          (d) funding of research and development projects of the Group on a
     Group-wide basis, administration of intellectual property rights derived
     from such research and development projects, collection of license income
     relating to intellectual property rights derived from such research and
     development projects; and purchase of intellectual property rights.

     Section 2. The Group.  The principal Subsidiary of the Company is Alcon
Laboratories. The executive management of Alcon Laboratories will coordinate the
activities of the Group, subject to the

                                        9
<PAGE>

ultimate direction and control by the Board. In this capacity, the executive
management of Alcon Laboratories will

          (a) coordinate the ongoing business and operations of the operating
     Subsidiaries of the Group;

          (b) coordinate research and development, manufacturing, sales and
     distribution activities of the Group;

          (c) coordinate marketing activities of the Group; and

          (d) coordinate financing, treasury, legal and tax functions (other
     than matters relating directly to the holding company).

                                  ARTICLE VII

                            CHIEF EXECUTIVE OFFICER

     Section 1. Appointment and Term of Office.  The CEO is appointed by the
Board from among its members for an indeterminate term of office.
Notwithstanding anything to the contrary, his term shall automatically end upon
termination of his Board membership.

     The CEO shall be registered in the commercial register as Managing Director
(Delegierter des Verwaltungsrates). The CEO shall coordinate the group-wide
activities in his function as Chief Executive Officer of Alcon Laboratories.

     Section 2. Powers and Duties.  The CEO shall have all the powers and duties
that are not explicitly reserved to the Board or a Board Committee by these
Regulations.

     Section 3. Reporting.  The CEO shall regularly inform the Board at the
Board meetings on the current course of business and all major business matters
of the Company and its Subsidiaries. Extraordinary matters shall be reported to
the members of the Board without delay by circulation letter or any other means
of communication.

                                  ARTICLE VIII

                              CONFLICT OF INTEREST

     Section 1. Definitions.  For purposes of Articles VIII and IX:

          (a) Conflicting Interest shall mean the special interest the Board
     member has with respect to a transaction due to the fact the Board member
     or a Related Person has a financial or non-financial interest in, or is
     otherwise closely linked to, the transaction, and such interest is of such
     significance to the Board member or a Related Person that the interest
     would reasonably be expected to interfere on the Board member's judgement
     if he were called upon to vote on the transaction.

          (b) Related Person of a Board member means

             (i) the spouse (or a parent or sibling thereof) of the Board
        member, or a child, grandchild, sibling, parent (or spouse of any
        thereof) of the Board member, or an individual having the same home as
        the Board member, or trust or estate of which an individual specified in
        this clause (i) is a substantial beneficiary;

             (ii) a trust, estate, incompetent or minor of which the Board
        member is a trustee, administrator or guardian; or

             (iii) one of the following persons or entities: (A) an entity of
        which the Board member is a director, general partner, agent, major
        shareholder or employee; (B) a person that controls one or more of the
        entities specified in subclause (A) or an entity that is controlled by,
        or is under common control with, one or more of the entities specified
        in subclause (A); or (C) an individual who is a general partner,
        principal or employer of the Board member.

                                        10
<PAGE>

     Section 2. General.  A director who has a Conflicting Interest which
involves the Company shall disclose the nature of his interest at a meeting of
the Board.

     Subject to any applicable statutory provisions to the contrary, a director
shall not be disqualified by his office from entering into any contract with the
Company (either with regard to his tenure of any office or position with the
Company, or as vendor, purchaser or otherwise).

     Section 3. Duty to Abstain.  Members of the Board shall abstain from
exercising their voting rights in matters involving a Conflicting Interest. If a
director is required to abstain from voting in a matter, he shall not be counted
in the quorum of the meeting in question. In addition, such Board member shall
use best efforts to ensure that he does not receive any confidential information
with respect to such transaction. In particular, and without limitation to the
foregoing, a director shall not vote or be counted in the quorum of the meeting
in respect of any resolution concerning the following matters:

          (a) his own appointment, including fixing and varying its terms;

          (b) the termination of his own appointment as the holder of any office
     with the Company or any other company in which the Company holds an equity
     interest;

          (c) any transaction in which he or any Related Person is an interested
     party.

     Notwithstanding the provisions of the foregoing paragraph, a director shall
be entitled to vote and be counted in the quorum on:

          (a) any issue or offer of securities of the Company in respect of
     which the director or any Related Party is or may be entitled to
     participate in their capacity as holder of any such securities;

          (b) any contract in which he or any Related Party is interested only
     by virtue of his interest in securities of the Company;

          (c) any contract concerning pension fund or retirement, death or
     disability benefits schemes under which he may benefit and which affords to
     directors only those privileges and advantages which are generally afforded
     to the employees to whom the fund or scheme relates;

          (d) on any proposal regarding the stock incentive plan which relates
     both to directors and employees and affords to any directors only those
     privileges and advantages which are generally afforded to the employees to
     which the scheme relates; and

          (e) any contract concerning the purchase or maintenance of insurance
     for any director or officer of the Company against any liability.

                                   ARTICLE IX

                        INTERESTS IN SHARES AND OPTIONS

     Section 1. General.  Each Board member shall disclose to the Company the
extent of his shareholdings and holdings of options to purchase shares of the
Company on a regular basis as established by the Board from time to time.

     Section 2. Specific Rules.  Each director shall, upon assuming office,
notify the Company in writing of

          (a) the number of shares (and options or conversion rights with
     respect to shares) of the Company held by himself or any Related Person;

          (b) the number of other securities of the Company held by himself or
     any Related Person;

          (c) the number of shares (and options or conversion rights with
     respect to shares) of any Subsidiary of the Company held by himself or any
     Related Person

(the securities referred to in lit. (a) through (c) above collectively, the
RELEVANT SECURITIES).

                                        11
<PAGE>

     This information shall be updated at least once annually or more frequently
if requested by the Board.

     Other events which require notification include (i) the acquisition or
disposal of any Relevant Securities, (ii) the entering into of a contract to
sell any such Relevant Securities, and (iii) the assignment of any right granted
to a Board member to subscribe for Relevant Securities.

     Section 3. Share Dealings.  The Board will establish a separate insider
trading policy and a policy on dealings in shares of the Company.

                                   ARTICLE X

                               GENERAL PROVISIONS

     Section 1. Signatory Power.  The Board members and all other persons
authorized to represent the Company shall have joint signatory power by two for
the Company.

     Section 2. Confidentiality.  The Board members and officers shall keep
confidential all information and documents obtained in connection with the
exercise of their function for the Company.

     Upon termination of their function, the Board members and officers shall
without delay return to the Company all documents obtained in connection
therewith.

     Section 3. Insurance.  The Company may procure Directors and Officers'
liability insurance for the Board members and for the key executive officers of
the Company and the Group in line with best practice for US listed
pharmaceutical companies. Any costs of such insurance shall be charged to the
Company.

                                   ARTICLE XI

                                FINAL PROVISIONS

     Section 1. Effectiveness.  These Regulations shall become effective as of
the date of the listing of the Company's shares on the New York Stock Exchange.

     Section 2. The corporate bodies and officers entrusted with the management
of the Company shall promulgate such executive regulations as are necessary for
the implementation of these Regulations subject to prior approval by the Board
as mentioned in Article III, Section 3 (n) above.

     Section 3. The Board shall review these Regulations from time to time with
a view to ascertain whether they are appropriate for their purpose. Such a
review shall first be undertaken prior to the annual general meeting approving
the financial statements for the business year 2002 and thereafter no less than
once annually. Any amendment of these Regulations shall only be valid if such
amendment is in writing and is approved by at least two-thirds of the Board
members attending such meeting. Any amendment affecting the powers and duties of
the Independent Director Committee shall only be valid if approved by a majority
of the members of such committee.

                                        12
<PAGE>

     Section 4. Any provisions of these Regulations relating to nomination
and/or appointment rights of the Majority Shareholder shall be amended or
repealed as and when the equity interest of the Majority Shareholder in the
Company shall fall below 50% of the voting rights of the Company.

<Table>
<S>                                           <C>
SO RESOLVED on                                in
  --------------------------------            ------------------------------------------------------

The Chairman:                                 The Vice-Chairman:

- --------------------------------------------  --------------------------------------------------------
</Table>

                                        13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>6
<FILENAME>y54530a1ex4-1.txt
<DESCRIPTION>SPECIMEN COMMON SHARE CERTIFICATE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.1



                             TEMPORARY CERTIFICATE:
                      EXCHANGEABLE FOR DEFINITIVE ENGRAVED
                     CERTIFICATE WHEN AVAILABLE FOR DELIVERY

                                   Alcon, Inc.

       COMMON SHARES                                 COMMON SHARES

          (NUMBER)                                     (SHARES)


 INCORPORATED UNDER THE LAWS            SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
        OF SWITZERLAND

THIS CERTIFICATE IS TRANSFERABLE                   CUSIP H01301 10 2
      IN NEW YORK, NY





      THIS CERTIFIES THAT _________________________ IS THE OWNER OF FULLY PAID
AND NON-ASSESSABLE COMMON SHARES, CHF 0.20 PAR VALUE, OF Alcon, Inc.
transferable on the records of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid unless signed by a member of the Board of Directors of the
Corporation (including by a facsimile signature) and another authorized
signatory of the Corporation. This certificate is not valid unless countersigned
by a Transfer Agent and registered by a Registrar.

      WITNESS the facsimile signatures of a member of the Board of Directors of
the Corporation and a duly authorized signatory of the Corporation.

DATED:

            _____________________               _____________________
                GUIDO KOLLER                      FRANCISCO CASTANER
            SENIOR VICE PRESIDENT                       DIRECTOR



Countersigned and Registered:
    THE BANK OF NEW YORK
      TRANSFER AGENT
      AND REGISTRAR



BY
  ____________________
  AUTHORIZED SIGNATURE
<PAGE>
                                   Alcon, Inc.

Alcon, Inc. will furnish without charge to each shareholder who so requests a
statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares or series thereof of
Alcon, Inc. and the qualifications, limitations or restrictions of such
preferences and/or rights. Such request may be made to the transfer agent.

      The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<Table>
<Caption>
<S>                                          <S>
TEN COM -- as tenants in common              UNIF GIFT MIN ACT----------Custodian-----------
                                                               (Cust)              (Minor)
TEN ENT -- as tenants by the entireties                    under Uniform Gifts to Minors Act

                                                                 ---------------------------
                                                                          (State)

JT TEN -- as joint tenants with right of     UNIF GIFT MIN ACT----------Custodian-----------
          survivorship and not as                               (Cust)             (Minor)
          tenants in common                                under Uniform Gifts to Minors Act

                                                                 ---------------------------
                                                                          (State)
</TABLE>

    Additional abbreviations may also be used though not in the above list.

For Value received,                             hereby sell, assign and transfer
                    ---------------------------
unto


PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFICATION NUMBER OF ASSIGNEE


- --------------------------------------------------------------------------------
                            PLEASE PRINT OR TYPEWRITE


- --------------------------------------------------------------------------------
                                 EXACT NAME AND

- --------------------------------------------------------------------------------
<PAGE>
                 ADDRESS OF ASSIGNEE INCLUDING ZIP CODE NUMBER.


___________________________________________________ Shares of the capital stock
represented by the within certificate and do hereby irrevocably constitute and
appoint _______________________________ Attorney to transfer the said stock on
the books of the within-named Corporation with full power of substitution in the
premises.

Dated, _____________________           ___________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate in every particular, without alteration
or enlargement or any change whatever.


SIGNATURE(S) GUARANTEED:________________________________________________________


The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>7
<FILENAME>y54530a1ex5-1.txt
<DESCRIPTION>OPINION OF HOMBURGER RECHTSANWALTE
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1

      DR. IUR. DANIEL DAENIKER

                  RECHTSANWALT

       HOMBURGER RECHTSANWALTE
         WEINBERGSTRASSE 56/58
                CH-8006 ZURICH
   POSTFACH 388/CH-8035 ZURICH

        TELEFON +411 265 35 35
            FAX +411 265 35 11
  DANIEL.DAENIKER@HOMBURGER.CH

ALCON, INC.
BOSCH 69
CH-6331 HUNENBERG


MARCH 13, 2002 DADP / LUG



ALCON, INC.


REGISTRATION STATEMENT ON FORM F-1


EXHIBIT 5 OPINION


Ladies and Gentlemen:


We have been retained as special Swiss counsel to Nestle S.A., the sole
shareholder of Alcon, Inc., a corporation incorporated under the laws of
Switzerland (ALCON), and, for purposes of this opinion, by Alcon in connection
with the registration statement on Form F-1 (file no. 333-83286), as filed with
the United States Securities and Exchange Commission (the SEC) on February 22,
2002, (the REGISTRATION STATEMENT) under the United States Securities Act of
1933, as amended (the ACT), with respect to the issuance and sale of a maximum
of 76,725,000 common shares, par value CHF 0.20 per share (the COMMON SHARES) of
Alcon.


1. DOCUMENTS REVIEWED

   In connection with this opinion, we have reviewed the following documents:


          (i)   articles of association of Alcon dated as of February 25, 2002;



          (ii)  organizational regulations of Alcon, to become effective as of
                March 21, 2002;



          (iii) the Registration Statement as filed with the SEC on February 22,
                2002; and



          (iv) excerpt from the Commercial Register of the Canton of Zug,
               Switzerland, dated February 26, 2002, relating to Alcon.


   No documents have been reviewed by ourselves in connection with this opinion,
   other than those listed above. Accordingly, our opinion is limited to the
   above documents and their impact on the parties under Swiss law.

2. ASSUMPTIONS

   In rendering the opinion below, we have assumed the following:

        (a) the filing of the Registration Statement with the SEC has been
            authorized by all necessary actions under all applicable laws other
            than Swiss law;

        (b) the offering of the Common Shares will be conducted in the manner
            described in the Registration Statement;

        (c) all representations and warranties made by any parties in any
            agreement governing the offering of Common Shares are true and
            accurate; and
<PAGE>

          (d) all documents purporting to be copies of originals are complete
     and conform to the originals.

3. OPINION

     Based on the foregoing assumptions and subject to the qualifications set
out below, we express the following opinions:

        1. Alcon has been duly incorporated and is validly existing as a
           corporation (Aktiengesellschaft) under the laws of Switzerland, with
           corporate power and authority to own its properties and conduct its
           business as described in the Registration Statement.

        2. Alcon has and, assuming consummation of the transactions described in
           the Registration Statement, will have the issued and outstanding
           share capital, the authorized capital and the conditional capital as
           set forth in the Registration Statement.

        3. Upon (a) the due adoption of a resolution by the shareholders of
           Alcon authorising the issuance of the Common Shares, (b) the due
           adoption of a resolution of the board of directors of Alcon approving
           the issuance of the Common Shares and (c) the registration of the
           issuance of the Common Shares in the Commercial Register of the
           Canton of Zug, Switzerland, the Common Shares to be sold by Alcon as
           described in the Registration Statement will, pursuant to Swiss law,
           be validly issued as fully paid and non-assessable.

        4. If the issuance of Common Shares is conducted as described in the
           Registration Statement, the holders of outstanding Common Shares of
           Alcon are not and will not be entitled to pre-emptive or other rights
           to acquire the Common Shares being offered in the Offering.

4. QUALIFICATIONS

     The above opinion is subject to the following qualifications:

        (x) we are admitted to the Zurich bar and do not hold ourselves to be
            experts in any laws other than the laws of Switzerland. Accordingly,
            our opinion is confined to Swiss law. We have abstained from
            examining any issues of any other jurisdiction.

        (y) This opinion relates to the laws of Switzerland in effect on the
            date hereof. Such laws are subject to change.

          (z) We express no opinion on the correctness or completeness of the
              Registration Statement.

                                    *  *  *

We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. We further consent to the reference to our firm under the heading
"Legal Matters" in the Registration Statement. In giving such consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations promulgated there under by the
United States Securities and Exchange Commission.

     This opinion shall be governed by and construed in accordance with the laws
of Switzerland.

Very sincerely yours,
HOMBURGER RECHTSANWALTE

/s/ Daniel Daeniker


Dr. Daniel Daeniker

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>y54530a1ex10-2.txt
<DESCRIPTION>FORM OF 2002 ALCON INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2
                                                                           DRAFT

                                                                  MARCH 14, 2002


                                      2002

                              ALCON INCENTIVE PLAN

                              EFFECTIVE [--], 2002
<PAGE>

                               TABLE OF CONTENTS

<Table>
<S>   <C>                                                           <C>
                               ARTICLE I
ESTABLISHMENT AND PURPOSE.........................................    1
1.1   Purpose.....................................................    1
1.2   Effective Date; Shareholder Approval........................    1

                              ARTICLE II
DEFINITIONS.......................................................    1
2.1   "Award".....................................................    1
      (a) "Annual Incentive Awards"...............................    1
      (b) "Stock Option Awards"...................................    1
      (d) "Restricted Stock"......................................    1
      (e) "Performance-Based Awards"..............................    1
      (f) "Other Stock-Based Awards"..............................    1
2.2   "Award Certificate".........................................    1
2.3   "Board".....................................................    1
2.4   "Change-of-Control".........................................    1
2.5   "Code"......................................................    2
2.6   "Committee".................................................    2
2.7   "Common Stock"..............................................    2
2.8   "Company"...................................................    2
2.9   "Disabled"..................................................    2
2.10  "Employee"..................................................    2
2.11  "Exchange Act"..............................................    2
2.12  "Fair Market Value".........................................    2
2.13  "Fair Market Value Stock Option"............................    2
2.14  "GAAP"......................................................    3
2.15  "Grant Price"...............................................    3
2.16  "Incentive Stock Option"....................................    3
2.17  "Market Price"..............................................    3
2.18  "Non-Employee Director".....................................    3
2.19  "Nonqualified Stock Option".................................    3
2.20  "Participant"...............................................    3
2.21  "Performance-Based Awards"..................................    3
2.22  "Performance Cycle".........................................    3
2.23  "Performance Goals".........................................    3
2.24  "Performance Measure".......................................    3
2.25  "Plan"......................................................    3
2.26  "Restricted Stock"..........................................    3
2.27  "Restriction Period"........................................    4
2.28  "Retirement"................................................    4
2.29  "Shares"....................................................    4
2.30  "Stock Appreciation Rights".................................    4
2.31  "Stock Market"..............................................    4
2.32  "Stock Options".............................................    4
2.33  "Subsidiary"................................................    4
</Table>

                                        i
<PAGE>
<Table>
<S>   <C>                                                           <C>
2.34  "Termination of Employment".................................    4
2.35  "Unit"......................................................    4

                              ARTICLE III
ADMINISTRATION....................................................    4
3.1   The Committee...............................................    4
3.2   Authority of the Committee..................................    4
3.3   Effect of Determinations....................................    5
3.4   Delegation of Authority.....................................    5
3.5   No Liability................................................    5

                              ARTICLE IV
AWARDS............................................................    5
4.1   Eligibility.................................................    5
4.2   Participation...............................................    5
4.3   Form of Awards..............................................    5
4.4   Annual Incentive Awards.....................................    6
      (a) Performance Cycles......................................    6
      (b) Annual Incentive Participant............................    6
      (c) Performance Measures....................................    6
      (d) Payment of Annual Incentive Awards; Certification.......    6
      (e) Form of Payment.........................................    6
4.5   Stock Option Awards.........................................    6
      (a) Number of Shares........................................    6
      (b) Grant Price.............................................    7
      (c) Term and Timing of Exercise.............................    7
      (d) Payment of Exercise Price...............................    7
      (e) Incentive Stock Options.................................    8
      (i)  Eligibility............................................    8
      (ii) Timing of Grant........................................    8
      (iii) Amount of Award.......................................    8
      (iv) Timing of Exercise.....................................    8
      (v)  Transfer Restrictions..................................    8
      (f) No Repricing............................................    8
4.6   Stock Appreciation Rights...................................    8
      (a) Amount of Award.........................................    8
      (b) Term and Timing of Exercise.............................    9
4.7   Restricted Stock............................................    9
      (a) Eligibility and Limitations.............................   10
      (b) Restriction Period......................................   10
      (c) Restrictions............................................   10
      (d) Acceleration of Restrictions............................   10
      (e) Delivery of Restricted Stock............................   10
      (f) Legend..................................................   11
4.8   Performance-Based Awards....................................   11
      (a) Eligibility and Terms...................................   11
      (b) Limitations on Grants and Awards........................   11
      (c) Performance Goals, Performance Measures and Performance    11
      Cycles......................................................
      (d) Form of Grants..........................................   11
      (e) Payment of Awards.......................................   12
</Table>

                                        ii
<PAGE>
<Table>
<S>   <C>                                                           <C>
4.9   Other Stock-Based Awards....................................   12
      (a) Eligibility.............................................   12
      (b) Limitations on Grants and Awards........................   12
4.10  Phantom Stock Conversion....................................   12
4.11  Code Section 162(m).........................................   12

                               ARTICLE V
SHARES SUBJECT TO THE PLAN; ADJUSTMENTS...........................   12
5.1   Shares Available............................................   12
5.2   No Registration Rights......................................   13
5.3   Restrictions on Transfer -- Securities Law Restrictions.....   13
5.4   Counting Rules..............................................   13
5.5   Adjustments.................................................   13
5.6   Consolidation, Merger or Sale of Assets.....................   13
5.7   Fractional Shares...........................................   14

                              ARTICLE VI
AMENDMENT AND TERMINATION.........................................   14
6.1   Amendment...................................................   14
6.2   Termination.................................................   14

                              ARTICLE VII
GENERAL PROVISIONS................................................   14
7.1   Nontransferability of Awards................................   14
7.2   Withholding of Taxes........................................   15
      (a) Stock Options...........................................   15
      (b) Restricted Stock........................................   15
      (c) Other Awards............................................   15
7.3   Special Forfeiture Provision................................   15
7.4   Code Section 83(b) Elections................................   16
7.5   No Implied Rights...........................................   16
7.6   No Obligation to Exercise Options...........................   16
7.7   No Rights as Stockholders...................................   16
7.8   Indemnification of Board....................................   16
7.9   No Required Segregation of Assets...........................   16
7.10  Nature of Payments..........................................   16
7.11  Securities Exchange Act Compliance..........................   16
7.12  Call Option of the Company..................................   16
7.13  Governing Law; Severability.................................   16
</Table>

                                       iii
<PAGE>

                                      2002

                              ALCON INCENTIVE PLAN

                                   ARTICLE I

                           ESTABLISHMENT AND PURPOSE

     1.1 Purpose.  The purpose of the 2002 Alcon Incentive Plan (the "Plan") is
to enable Alcon, Inc. (the "Company") to achieve superior financial performance,
as reflected in the performance of its Common Stock and other key financial or
operating indicators by (i) providing incentives and rewards to certain
Employees who are in a position to contribute materially to the success and
long-term objectives of the Company, (ii) aiding in the recruitment, motivation
and retention of Employees of outstanding ability and (iii) providing Employees
an opportunity to acquire or expand equity interests in the Company, thus
aligning the interests of such Employees with those of the Company's
shareholders. Towards these objectives, the Plan provides for the grant of
Annual Incentive Awards, Stock Options, Stock Appreciation Rights, Restricted
Stock and Other Stock-Based Awards.

     1.2 Effective Date; Shareholder Approval.  The Plan is effective as of the
date the resolution of the shareholders of the Company granting to the Board of
Directors the ability to issue sufficient conditional capital has been recorded
in the Commercial Register of the Canton of Zug Switzerland. No Awards shall be
granted under the Plan prior to its effective date.

                                   ARTICLE II

                                  DEFINITIONS

     For purposes of the Plan, the following terms shall have the following
meanings, unless another definition is clearly indicated by particular usage and
context:

     2.1 "Award" means any form of incentive or performance Award granted under
the Plan, whether singly or in combination, to a Participant pursuant to such
terms, conditions, restrictions and/or limitations (if any) as the Committee may
establish and set forth in the applicable Award Certificate. Awards granted
under the Plan may consist of:

          (a) "Annual Incentive Awards" awarded pursuant to Section 4.4;

          (b) "Stock Option Awards" awarded pursuant to Section 4.5;

          (c) "Stock Appreciation Rights" awarded pursuant to Section 4.6;

          (d) "Restricted Stock" awarded pursuant to Section 4.7;

          (e) "Performance-Based Awards" awarded pursuant to Section 4.8;

          (f) "Other Stock-Based Awards" awarded pursuant to Section 4.9

     2.2 "Award Certificate" means the document distributed, either in writing
or by electronic means, to a Participant by the Committee evidencing the grant
of an Award.

     2.3 "Board" means the Board of Directors of the Company.

     2.4 "Change-of-Control" means the happening of any of the following:

          (a) any "person" including a "group" (as such terms are used in
     Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as
     amended (the "Exchange Act")), but excluding (i) the Company, (ii) any
     entity controlling, controlled by or under common control with the Company,
     including Nestle S.A. (Nestle), (iii) any employee benefit plan of the
     Company or any such entity, (iv) any entity or group acting to facilitate
     any initial public offering of the Shares and, (v) with respect to any
     particular Participant, the Participant and any "group" (as such term is
     used in

                                        1
<PAGE>

     Section 13(d)(3) of the Exchange Act) of which such Participant is a
     member, and (vi) any acquisition of securities directly from the Company,
     is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the
     Exchange Act), directly or indirectly, of securities of the Company
     representing 50% or more of either (i) the combined voting power of the
     Company's then outstanding securities or (ii) the then outstanding Shares;
     or

          (b) the consummation of any consolidation or merger of the Company or
     subsidiary where the shareholders of the Company, immediately prior to the
     consolidation or merger, do not, immediately after the consolidation or
     merger, beneficially own (as such term is used in Rule 13(d)(3) under the
     Exchange Act), directly or indirectly, securities representing in the
     aggregate 51% or more of the combined voting power of the then outstanding
     voting securities of the corporation issuing cash or securities in the
     consolidation or merger (or its ultimate parent corporation, if any),
     except any such transaction with Nestle or any entity controlled by Nestle;
     or

          (c) any sale, lease, exchange or other transfer (in one transaction or
     in a series of transactions contemplated or arranged by any party as a
     single plan) of all or substantially all of the assets of the Company,
     other than the sale or disposition by the Company of all or substantially
     all of the Company's assets either (i) to an entity, at least 51% of the
     combined voting power of the voting securities of which are beneficially
     owned by shareholders in substantially the same proportion as their
     ownership of the Company immediately prior to such sale or (ii) to Nestle
     or to an entity controlled by Nestle, or

          (d) during any period of two consecutive years commencing on or after
     January 1, 2002, individuals who, at the beginning of the period,
     constituted the Board (together with any new directors whose election by
     such Board or whose nomination for election by the stockholders of the
     Company was approved by a majority of the directors then still in office
     who were either directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute at least a majority of the Board of Directors then in office.

     2.5 "Code" means the U.S. Internal Revenue Code of 1986, as amended.

     2.6 "Committee" means the Compensation Committee of the Board formed to
make recommendations for approval by the Board as a whole, or any successor
Committee or sub-committee of the Board. It is understood throughout this Plan
that the Committee only recommends actions to the Board for approval.

     2.7 "Common Stock" means the registered common stock, CHF 0.20 par value
per share, of the Company.

     2.8 "Company" means Alcon, Inc., and its subsidiaries, successors and
assigns.

     2.9 "Disabled" or "Disability" means permanently and totally disabled
within the meaning of the applicable disability plans of the Company (or its
subsidiary) for the country of residence of the affected individual.

     2.10 "Employee" means any individual, including any officer of the Company,
who is on the active payroll of the Company or a Subsidiary or serves as a
Non-Employee Director of the Company at the relevant time. "Employee" shall not
include any seasonal, independent contractors, leased or temporary employees.

     2.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.12 "Fair Market Value" means the closing sales price of a Share as
reported on the Stock Market on the date as of which the determination is being
made or, if no sale of Shares is reported on such date, on the next preceding
day on which there were sales of Shares reported.

     2.13 "Fair Market Value Stock Option" means a Stock Option with the Grant
Price set by the Board at a price per Share equal to the Fair Market Value, as
defined in Section 2.12, of a Share on the date of grant.

                                        2
<PAGE>

     2.14 "GAAP" means U.S. Generally Accepted Accounting Principles.


     2.15 "Grant Price" means the price per share at which Shares may be
purchased under a Stock Option and the price per share used as the base price
for measuring the appreciation, if any, under a Stock Appreciation Right. The
Grant Price shall not be less than the Fair Market Value of the Shares covered
by the Stock Option or Stock Appreciation Right on the date the Stock Option or
Stock Appreciation Right is granted.


     2.16 "Incentive Stock Option" means a Stock Option granted under Section
4.5 of the Plan designated by the Board in an Award Certificate to be an
Incentive Stock Option that meets the requirements of (i) Section 422 of the
Code or (ii) the revenue code, and any regulations or rules promulgated
thereunder in the country of the Participant.

     2.17 "Market Price" means the Fair Market Value of a Share on the date a
Stock Option or Stock Appreciation Right is exercised.

     2.18 "Non-Employee Director" means a director of the Company described in
Rule 16(b)-3(b)(3)(i) of the Exchange Act who is not (I) a full-time employee of
Nestle, the Company, or a Subsidiary or (II) a member of the Nestle board of
directors.

     2.19 "Nonqualified Stock Option" means any Stock Option granted under
Section 4.5 of the Plan that is not an Incentive Stock Option.

     2.20 "Participant" means exclusively an Employee of the Company or a
Subsidiary who has been granted an Award under the Plan.

     2.21 "Performance-Based Awards" mean an Award to be earned in whole or in
part according to, and contingent upon, the degree of achievement of Performance
Goals over a Performance Cycle granted under Section 4.8 of the Plan in the form
of cash, Shares or any combination thereof.

     2.22 "Performance Cycle" means, with respect to any Annual Incentive Award,
Performance-Based Award or Other Stock-Based Award granted under the Plan, the
period over which the Company's level of attainment of a Performance Measure
shall be determined.

     2.23 "Performance Goals" mean, with respect to any applicable Award made
pursuant to the Plan, the one or more targets, goals or levels of attainment
required to be achieved in terms of the specified Performance Measure during the
specified Performance Cycle, all as set forth in the related Award Certificate.

     2.24 "Performance Measure" means, with respect to any Annual Incentive
Award, Performance Grant or Other Stock-Based Award granted in connection with a
Performance Cycle, the business criteria recommended by the Committee and
approved by the Board to measure the level of performance of the Company during
such Performance Cycle. The Committee may select for Board approval as the
Performance Measure for a Performance Cycle any Performance Goals and/or one or
combination of the following financial measures, as interpreted by the
Committee, which (to the extent applicable) can be determined either on a pro
forma or GAAP basis, and either pre-tax or after-tax,: Earnings per Share,
Return on Equity, Return on Invested Capital, Relative Total Shareholder Return,
Revenue Growth, Share Performance, Net Income, Return on Sales, Return on
Assets, Economic Value Added, Cash Flow, Cumulative Operating Income (which
shall equal consolidated sales minus cost of goods sold and selling,
administrative and general expense) or other measures subject to review for
compliance with 162(m).

     2.25 "Plan" means the 2002 Alcon Incentive Plan, as set forth in this
document and as may be amended from time to time.

     2.26 "Restricted Stock" means Shares issued under a Restricted Stock Award
pursuant to Section 4.7 that are subject to such restrictions recommended by the
Committee, in its discretion, and approved by the Board.

                                        3
<PAGE>

     2.27 "Restriction Period" means the period during which shares subject to a
Restricted Stock Award are subject to forfeiture or repurchase.

     2.28 "Retirement" means retirement with consent of the Board and (i) at or
after age 55 with no less than ten years of service or (ii) at or after age 62.

     2.29 "Shares" mean shares of Common Stock.

     2.30 "Stock Appreciation Rights" mean the right to an amount (payable in
Shares, in cash, or a combination thereof as the Committee shall recommend and
the Board shall approve) that does not exceed the excess of the Market Price
over the Grant Price for the number of Shares for which the Stock Appreciation
Right is exercised.

     2.31 "Stock Market" means the New York Stock Exchange or other listing
system selected by the Board in its sole discretion on which Shares are listed
or quoted for sale.

     2.32 "Stock Options" mean the right to purchase from the Company a stated
number of Shares at a specified Grant Price. Stock Options Awarded under the
Plan shall be in the form of either Incentive Stock Options or Nonqualified
Stock Options.

     2.33 "Subsidiary" means any corporation or entity in which the Company (i)
directly or indirectly owns or controls stock possessing 50% or more of the
total combined voting power of all classes of stock issued by such corporation
or entity; or (ii) otherwise has the power to determine the election or removal
of a majority of the members of the Board of directors.

     2.34 "Termination of Employment" means the date of cessation of an
Employee's employment relationship with the Company and its Subsidiaries for any
reason, with or without cause as determined by the Company or the relevant
Subsidiary; provided, however, that for purposes of this Plan, an Employee's
employment relationship shall be treated as continuing intact while the Employee
is on military reserve duty, sick leave or other bona fide leave of absence
(such as temporary employment with the Government) that has been approved by the
Company or the relevant Subsidiary to the extent the period of the leave does
not exceed the longer of 90 days or the period the Employee's right to continued
employment and reemployment with the Company or the relevant Subsidiary is
guaranteed either by law or by contract. Employees called for active Military
Duty shall have their employment relationship continued intact for the duration
of their term of required military service. Where the period of leave exceeds
ninety (90) days and where the Employee's right to continued employment and
reemployment is not guaranteed either by slaw or contract, the employment
relationship will be deemed to have terminated on the ninety-first (91st) day of
such leave.

     2.35 "Unit" means a bookkeeping entry used by the Company to record and
account for the grant, settlement or, if applicable, deferral of an Award until
such time as such Award is paid, canceled, forfeited or terminated, as the case
may be, which, except as otherwise specified by the Committee, shall be equal to
one Share.

                                  ARTICLE III

                                 ADMINISTRATION

     3.1 The Committee.  The Plan shall be administered by the Committee, under
the review and approval of the Board. Subject to Section 3.4, the Committee
shall only have the authority to recommend actions and decisions for approval by
the Board. The Board shall have the exclusive authority to approve actions and
decisions made hereunder.

     3.2 Authority of the Committee.  The Committee, subject to approval of the
Board (which approval may be granted ex ante or ex post), shall have authority,
in its sole and absolute discretion and subject to the terms of the Plan, to (1)
interpret the Plan; (2) prescribe such rules and regulations as it deems
necessary for the proper operation and administration of the Plan, and amend or
rescind any existing rules or regulations relating to the Plan; (3) select
employees to receive Awards under the Plan; (4) determine

                                        4
<PAGE>

the form of an Award, the number of Shares subject to an Award, all the terms,
conditions, restrictions and/or limitations, if any, of an Award including,
without limitation, the timing or conditions of exercise or vesting, and the
terms of any Award Certificate; (5) determine whether Awards will be granted
singly, in combination or in tandem; (6) establish and administer Performance
Measures and Performance Goals in connection with Annual Incentive Awards,
Performance-Based Awards or Other Stock-Based Awards granted to Employees under
the Plan, and certify the level of performance attainment for such Performance
Goals; (7) except as provided in Section 4.5(f), waive or amend any terms,
conditions, restrictions or limitations of an Award; (8) in accordance with
Article V, adjust the number of Shares available under the Plan or any Award;
(9) accelerate the vesting, exercise or payment of an Award when such action or
actions would be in the best interest of the Company; (10) provide for the
deferred payment of Awards in Shares and the extent to which such payment shall
be credited with dividend equivalents; (11) determine whether Nonqualified Stock
Options may be transferable to family members, a family trust or a family
partnership; (12) establish such Subplans as the Committee may determine to be
necessary in order to implement and administer the Plan in various countries;
and (13) take any and all other action it deems necessary or advisable for the
proper operation or administration of the Plan. Notwithstanding the foregoing,
Awards made to officers and directors of the Company, as described in Rule 16b-3
of the Exchange Act, shall be approved by the Board in compliance with Rule
16b-3(d)(1) of the Exchange Act.

     3.3 Effect of Determinations.  All determinations of the Board and the
Committee shall be final, binding and conclusive on all persons having an
interest in the Plan.

     3.4 Delegation of Authority.  The Board, in its discretion, may delegate
its authority and duties under the Plan to such other individual, individuals or
committee as it may deem advisable, under such conditions and subject to such
limitations as the Board shall recommend. Notwithstanding the foregoing, only
the Committee shall have the authority to establish and certify Performance
Goals.

     3.5 No Liability.  No member of the Committee or Board, nor any person
acting as a delegate of the Committee or Board in respect of the Plan, shall be
liable for any losses incurred by any person resulting from any action,
interpretation or construction of the Plan.

                                   ARTICLE IV

                                     AWARDS

     4.1 Eligibility.  Except as otherwise provided herein with respect to a
specific form of an Award, all Employees shall be eligible to receive Awards
granted under the Plan.

     4.2 Participation.  The Committee, in its sole discretion, shall recommend
from time to time Participants from those persons eligible under Section 4.1
above to receive Awards under the Plan. Non-Employee Directors shall only be
eligible to receive Non-Qualified Options pursuant to Section 4.5. Nothing in
this Plan shall make Non-Employee Directors eligible for Incentive Stock Options
or any other form of Award.

     4.3 Form of Awards.  Awards granted under the Plan shall be in the form of
Annual Incentive Awards, Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance-Based Awards and Other Equity-Based Awards. Awards shall be
in the form determined by the Board, in its discretion, and shall be evidenced
by an Award Certificate. Awards may be granted singly, in combination or in
tandem with other Awards. The terms and conditions applicable to Annual
Incentive Awards shall be as set forth in Section 4.4. The terms and conditions
applicable to Stock Options shall be as set forth in Section 4.5. The terms and
conditions applicable to Stock Appreciation Rights shall be set forth in Section
4.6. The terms and conditions applicable to Restricted Stock Awards shall be set
forth in Section 4.7. The terms and conditions applicable to Performance-Based
Awards shall be set forth in Section 4.8. The terms and conditions applicable to
Other Equity-Based Awards shall be set forth in Section 4.9.

                                        5
<PAGE>

     4.4 Annual Incentive Awards.  The Board may grant Annual Incentive Awards
under the Plan only to such Employees as the Committee may from time to time
recommend, in such amounts and subject to such terms and conditions as the Board
in its discretion may determine. The Board shall establish a maximum Award that
may be granted for each annual Performance Cycle. Notwithstanding the foregoing,
any Annual Incentive Awards granted to an Employee shall be subject to the
provisions of paragraphs (a) through (e) below:

          (a) Performance Cycles. Annual Incentive Awards for Employees shall be
     granted in connection with a Performance Cycle. The first Performance Cycle
     under the Plan shall commence on January 1, 2002.

          (b) Annual Incentive Participant. Subject to Section 1.2, within 25%
     of the Performance Cycle period, after the commencement of a Performance
     Cycle, the Board shall determine the Employees who shall be eligible to
     receive an Annual Incentive Award for such Performance Cycle.

          (c) Performance Measures. (i) Within 25% of the performance cycle
     period after the commencement of a Performance Cycle, the Board shall fix
     and establish, in writing, (A) the Performance Measure(s) that shall apply
     to such Performance Cycle, (B) an objective formula for computing the
     amount of the Annual Incentive Awards for such Performance Cycle, where the
     amount shall be based upon the attainment of various Performance Goals for
     the applicable Performance Measure(s).

             (ii) Notwithstanding anything to the contrary, the Board may, on a
        case by case basis and in its sole discretion, reduce, but not increase,
        the Annual Incentive Award payable to any Participant with respect to
        any given Performance Cycle (unless the Participant has a vested right
        under applicable employment law to receive the full Award), provided,
        however, that no such reduction shall result in an increase to any other
        Employee.

             (iii) The maximum dollar amount (or dollar value) payable to any
        Participant for a single Performance Cycle in respect of an Annual
        Incentive Award shall be $3.0 million, including deferred amounts

          (d) Payment of Annual Incentive Awards; Certification. No Annual
     Incentive Award shall be paid to a Participant under this Section unless
     and until the Committee certifies in writing the level of attainment of the
     applicable Performance Goals for the applicable Performance Cycle and
     Participants shall not have any right or claim whatsoever for payment of
     any Award until the Committee has made such certification in writing.

          (e) Form of Payment. Annual Incentive Awards shall be paid in the form
     of cash, Shares or any combination thereof; provided, however, that the
     Board shall determine the form of payment of any Annual Incentive Awarded
     to a Participant within ninety (90) days after the commencement of the
     applicable Performance Cycle. Deferrals may be allowed upon approval of the
     Board

     4.5 Stock Option Awards.  Stock Options granted under the Plan shall, at
the discretion of the Board, be in the form of either Nonqualified Stock
Options, Incentive Stock Options or a combination of the two, subject to the
restrictions set forth in paragraph (e) below. Where both a Nonqualified Stock
Option and an Incentive Stock Option are granted to a Participant at the same
time, such Awards shall be deemed to have been granted in separate grants, shall
be clearly identified, and in no event will the exercise of one such Award
affect the right to exercise the other Award. The Board shall designate the form
of the Stock Option at the time of grant and such form shall be specified in the
Award Certificate. Stock Options shall be subject to the following terms and
conditions:

          (a) Number of Shares. The Board may grant Stock Options to a
     Participant in such amounts as the Board may determine, subject to the
     limitations set forth in Section 5.1 of the Plan. The number of Shares
     subject to a Stock Option shall be set forth in the applicable Award
     Certificate. The maximum number of Shares subject to Stock Options that may
     be issued to any Participant during any calendar year shall not exceed
     750,000.

                                        6
<PAGE>

          (b) Grant Price. The Grant Price, as determined by the Board shall be
     set forth in the applicable Award Certificate.

          (c) Term and Timing of Exercise. Each Stock Option granted under the
     Plan shall be exercisable in whole or in part, subject to the following
     conditions, limitations and restrictions:

             (i) Unless the applicable Award Certificate provides otherwise,
        each Stock Option shall become exercisable in full on the third
        anniversary of the date of grant;

             (ii) Unless an applicable Subplan or an applicable Award
        Certificate provides a different period, each Stock Option shall lapse
        on the tenth anniversary of the date of grant,

             (iii) The Board may, on a case by case basis, provide in an Award
        Certificate that the Stock Options subject to the Award shall become
        immediately exercisable upon a Change-of-Control;

             (iv) All Stock Options granted to a Participant shall become
        immediately exercisable upon the death or permanent Disability of the
        Participant and must be exercised within 60 months after such
        Participant's death or Disability, but in no event after the date such
        Stock Options would otherwise lapse, by the Participant or, in the event
        of his death, by the Participant's estate or by the person given
        authority to exercise such Stock Options by the Participant's will or by
        operation of law. In the event a Stock Option is exercised by the
        executor or administrator of a deceased Participant, or by the person or
        persons to whom the Stock Option has been transferred by the
        Participant's will or the applicable laws of descent and distribution,
        the Company shall be under no obligation to deliver Shares thereunder
        unless and until the Board is satisfied that the person or persons
        exercising the Stock Option is or are the duly appointed executor(s) or
        administrator(s) of the deceased Participant or the person to whom the
        Stock Option has been transferred by the Participant's will or by the
        applicable laws of descent and distribution;

             (v) Except as otherwise provided in Section 7.3, upon an Employee's
        Termination of Employment, for any reason other than death, Disability
        or Retirement, all Stock Options that have not become exercisable as of
        the date of termination shall be forfeited. If the Participant's
        termination constitutes a Retirement, all Stock Options shall become
        vested and exercisable for the full length of the remaining term. Except
        as, determined by the Board and set forth in the applicable Award
        Certificate, for all other methods of termination, to the extent that
        Stock Options have become exercisable as of such date, such Stock
        Options shall expire as of 30 days after such termination or the
        earliest date permitted by law if the law requires greater than 30 days.
        In those jurisdictions where forfeiture is not permitted, the Company
        shall have the right to call Stock Options at a price of CHF 0.01 per
        outstanding Stock Option held by the Participant; and

             (vi) Notwithstanding the foregoing, the Board may, in its
        discretion, set forth in the applicable Award Certificate vesting
        schedules and time periods for permitted exercise that differ from those
        provided herein, provided, however, that in no event shall the Board
        provide in an Award Certificate for the exercise of any portion of a
        Stock Option before the six-month anniversary of Award, or after the
        tenth anniversary of the date of grant of such Stock Option.

          (d) Payment of Exercise Price. The applicable Grant Price shall be
     paid in full when any portion of the Stock Option is exercised and Shares
     shall be issued to the Participant only upon receipt of such payment.
     Payment of the Grant Price may be made in cash or by certified check, bank
     draft, wire transfer, or postal or express money order to the account of a
     Swiss bank held in favor of the Company. In addition, at the discretion of
     the Board, payment of all or a portion of the Grant Price may be made by

             (i) Delivering a properly executed exercise notice to the Company,
        or its agent, together with irrevocable instructions to a broker to
        deliver promptly to the account of a Swiss bank held in favor of the
        Company the amount of sale or loan proceeds with respect to the portion
        of the

                                        7
<PAGE>

        Shares to be acquired upon exercise having a Fair Market Value on the
        date of exercise equal to the sum of the applicable portion of the Grant
        Price being so paid;

             (ii) Tendering (actually or by attestation) to the Company
        previously acquired Shares that have been held by the Participant for at
        least six months having a Fair Market Value on the day prior to the date
        of exercise equal to the applicable portion of the Grant Price being so
        paid; or

             (iii) any combination of the foregoing.

          (e) Incentive Stock Options. Incentive Stock Options granted under the
     Plan shall be subject to the following additional conditions, limitations
     and restrictions:

             (i) Eligibility.  Incentive Stock Options may only be granted to
        Employees of the Company or its Subsidiaries other than individuals who
        are Employees solely in their capacity as Non-Employee Directors. In no
        event may an Incentive Stock Option be granted to an Employee who owns
        stock possessing more than 10% of the total combined voting power of all
        classes of stock of the Company.

             (ii) Timing of Grant.  No Incentive Stock Option shall be granted
        under the Plan after the 10-year anniversary of the date the Plan is
        adopted by the Board or, if earlier, the date the Plan is approved by
        the Company's shareholders pursuant to Section 1.2.

             (iii) Amount of Award.  The aggregate Fair Market Value on the date
        of grant of the Shares with respect to which such Incentive Stock
        Options first become exercisable during any calendar year under the
        terms of the Plan for any Participant may not exceed $100,000. For
        purposes of this $100,000 limit, the Participant's Incentive Stock
        Options under this Plan and all Plans maintained by the Company shall be
        aggregated. To the extent any Incentive Stock Option first becomes
        exercisable in a calendar year and such limit would be exceeded, the
        portion of such Incentive Stock Option that shall thereafter be treated
        as a Nonqualified Stock Option for all purposes of the Plan shall be
        determined in accordance with the rules applicable to Incentive Stock
        Options and the IRS rulings.

             (iv) Timing of Exercise.  In the event that the Board permits an
        Incentive Stock Option to be exercised by a Participant more than 30
        days after the Participant's Termination of Employment and such exercise
        occurs more than three months after such Participant has ceased being an
        Employee (or more than 12 months after the Participant is Disabled),
        such Incentive Stock Option shall thereafter be treated as a
        Nonqualified Stock Option for all purposes.

             (v) Transfer Restrictions.  In no event shall the Board permit an
        Incentive Stock Option to be transferred by a Participant other than by
        will or the laws of descent and distribution, and any Incentive Stock
        Option granted hereunder shall be exercisable, during his or her
        lifetime, only by the Participant.

          (f) No Repricing.  Except as otherwise provided in Section 5.3, in no
     event shall the Board decrease the Grant Price of a Stock Option after the
     date of grant or cancel outstanding Stock Options and grant to Participants
     holding such cancelled Stock Options within six months of such cancellation
     replacement Stock Options with a lower Grant Price without, in either case,
     first obtaining the approval of the shareholders in the manner described in
     Section 1.2.

     4.6 Stock Appreciation Rights.  The Board may grant Stock Appreciation
Rights that provide Participants with the opportunity to receive the
appreciation over the Grant Price for the number of Shares specified in the
applicable Award Certificate

          (a) Amount of Award.

          The Board may grant Stock Appreciation Rights to a Participant in such
     amounts as the Board determines, subject to the limitations set forth in
     Section 5.1 of the Plan. The number of Shares subject to Stock Appreciation
     Rights shall be set forth in the applicable Award Certificate. The

                                        8
<PAGE>

     maximum number of Shares subject to Stock Appreciation Rights that may be
     granted to any Participant during any calendar year shall not exceed
     750,000.

          Upon exercise of a Stock Appreciation Right, the Participant shall be
     entitled to a payment equal to the difference between the Grant Price and
     the Fair Market Value of the applicable number of Shares on the date of
     exercise.

          (b) Term and Timing of Exercise.

          Each Stock Appreciation Right granted under the Plan shall be
     exercisable in whole or in part, subject to the following conditions,
     limitations and restrictions:

             (i) Unless the applicable Award Certificate provides otherwise, the
        Stock Appreciation Right shall be fully exercisable on the third
        anniversary of the date of grant;

             (ii) Unless an applicable subplan or an applicable Award
        Certificate provides a different period, Stock Appreciation Rights shall
        lapse 10 years after the date of grant;

             (iii) The Board may, on a case by case basis, provide in an Award
        Certificate that the Stock Appreciation Rights subject to the Award
        shall become immediately exercisable upon a Change-of-Control;

             (iv) The value of Stock Appreciation Rights shall be settled in any
        combination of cash or shares, as determined by the Board;

             (v) All Stock Appreciation Rights granted to a Participant shall
        become immediately exercisable upon the death or Disability of the
        Participant and must be exercised within 60 months after such
        Participant's death or Disability, but in no event after the date such
        Stock Appreciation Rights would otherwise lapse, by the estate or by the
        person given authority to exercise such Stock Appreciation Rights by the
        Participants will or by operation of law. In the event a Stock
        Appreciation Right is exercised by the executor or administrator of a
        deceased Participant, or by the person or persons to whom the Stock
        Appreciation Right has been transferred by the Participant's will or the
        applicable laws of descent and distribution, the Company shall be under
        no obligation to make payment thereunder unless and until the Board is
        satisfied that the person or persons exercising the Stock Appreciation
        Right is or are the duly appointed executor(s) or administrator(s) of
        the deceased Participant or the person to whom the Stock Appreciation
        Right has been transferred by the Participant's will or by the
        applicable laws of descent and distribution;

             (vi) Except as otherwise provided in Section 7.3, upon a
        Participant's Termination of Employment, for any reason other than
        death, Disability or Retirement, all Stock Appreciation Rights that have
        not become exercisable as of the date of termination shall be forfeited.
        If the Participant's termination constitutes a Retirement, all Stock
        Appreciation Rights shall become vested and exercisable for the full
        length of the remaining term. Except as determined by the Board and set
        forth in the applicable Award Certificate, for all other methods of
        termination, to the extent that Stock Appreciation Rights have become
        exercisable as of such date, such Stock Appreciation Rights shall expire
        as of 30 days after such termination or the earliest date permitted by
        law if the law requires greater than 30 days;

             (vii) Notwithstanding the foregoing, the Board may, on its
        discretion, set forth in the applicable Award Certificate vesting
        schedules and time periods for permitted exercise that differ from those
        provided herein; provided, however, that in no event shall the Board
        provide in an Award Certificate for the exercise of any portion of a
        Stock Appreciation Right before the six-month anniversary of Award, or
        after the tenth anniversary of the date of grant of such Stock
        Appreciation Right.

     4.7 Restricted Stock.  A Restricted Stock Award is the transfer of shares
to an Employee, subject to such terms and conditions as the Board shall deem
appropriate, including, without limitation, restrictions

                                        9
<PAGE>

on the sale, assignment, transfer or other disposition of such shares and the
requirement that the Employee shall forfeit such shares back to the Company
without payment or shall be obligated to sell and the Company shall be entitled
to buy from the Participant such shares at a price of CHF 0.01 per share, as
legislation requires, in each case (i) upon Termination of Employment for any
reason other than death or Disability prior to the end of the Restriction
Period, (ii) if any specified Performance Goals are not achieved during a
specified Performance Cycle, or (iii) if such other conditions as the Board may
specify at the time of grant are not satisfied.

          (a) Eligibility and Limitations.  Any officer of the Company and any
     other key Employee of the Company or a Subsidiary selected by the Board may
     receive a Restricted Stock Award. The Board, in its sole discretion, shall
     determine whether a Restricted Stock Award shall be made, the Employee to
     receive the Restricted Stock Award, and the conditions and restrictions
     imposed on the Restricted Stock Award. The Board may grant Restricted Stock
     to an Employee in such amounts as the Board may determine, subject to the
     limitations set forth in Section 5.1 of the Plan. The maximum number of
     Shares that may be issued to any Participant as Restricted Stock during any
     calendar year shall not exceed 200,000.

          (b) Restriction Period.  Each Award Certificate shall specify the
     conditions upon which restrictions applicable to Restricted Stock Awards
     shall lapse, including, without limitations, conditions related to the
     continued employment of a Participant or the achievement of Performance
     Goals during a Performance Cycle, by the Company or its Subsidiaries until
     a specified date.

          (c) Restrictions.  The following restrictions and conditions shall
     apply to each Restricted Stock Award during the Restriction Period: (i) the
     Participant shall not be entitled to physical delivery of the shares until
     the lapse of the Restriction Period; (ii) the Participant may not sell,
     assign, transfer, pledge, hypothecate, encumber or otherwise dispose of or
     realize on the shares subject to the Restricted Stock Award; and (iii) the
     shares subject to a Restricted Stock Award shall be forfeited to the
     Company if the Participant for any reason other than death or Disability
     ceases to be an Employee prior to the end of the Restriction Period, except
     due to circumstances specified in the related Award Certificate or
     otherwise approved by the Board. The Board may, in its sole discretion,
     include such other restrictions and conditions as it may deem appropriate.
     In those jurisdictions where forfeiture is not permitted, the Company shall
     have the right to call, and the Participants shall be required to sell,
     shares subject to a Restricted Stock Award at a price of CHF 0.01 per
     share. The Board shall have authority to designate vesting requirements in
     grants of Restricted Stock specific to a Participant.

          (d) Acceleration of Restrictions.  Notwithstanding the foregoing, the
     Restriction Period applicable to all shares subject to the Restricted Stock
     Award shall immediately expire and such shares shall become vested and
     nonforfeitable upon the death or Disability of the Participant. The Board
     may, on a case by case basis, provide in the Award Certificate that the
     Restriction Period applicable to all shares subject to the Restricted Stock
     Award shall immediately expire and such shares shall become vested and
     nonforfeitable upon a change-of-control. In case of Participant's
     Retirement, the Restriction Period applicable to all shares of Restricted
     Stock expire and such shares shall become vested and nonforfeitable at the
     earlier of (a) Retirement, or (b) the end of Restriction Period. Section
     4.10 shall govern Restricted Stock Awards made in connection with
     conversion of phantom shares.

          (e) Delivery of Restricted Stock.  Upon expiration of the Restriction
     Period and if all conditions have been satisfied and any applicable
     Performance Goals attained, the shares will be delivered to the
     Participant, subject to satisfaction of applicable withholding tax
     requirements, free of all restrictions; provided, that the Board may, in
     its discretion, require (i) the further deferral of any shares subject to a
     Restricted Stock Award beyond the initially specified Restriction Period,
     (ii) that the shares subject to a Restricted Stock Award be retained by the
     Company, or (iii) that the Participant receive a cash payment in lieu of
     delivery of the applicable shares.

                                        10
<PAGE>

          (f) Legend.  In order to enforce any restrictions that the Board may
     impose on shares subject to a Restricted Stock Award, the Committee shall
     cause a legend or legends setting forth a specific reference to such
     restrictions to be placed on all certificates for shares subject to
     Restricted Stock Awards. Subject to Section 4.7(e) as restrictions are
     released, a new certificate, without the legend, for the number of shares
     with respect to which restrictions have been released shall be issued and
     upon request by the Participant, shall be delivered to the Participant as
     soon as possible thereafter.

     4.8 Performance-Based Awards.

          (a) Eligibility and Terms.  The Board may grant to officers of the
     Company and other key Employees of the Company and its Subsidiaries the
     prospective contingent right, expressed in Units, to receive payments of
     shares, cash or any combination thereof, with each Unit equivalent in value
     to one share, or equivalent to such other value or monetary amount as may
     be designated or established by the Board ("Performance-Based Awards"),
     Performance-Based Awards shall be earned by Participants only if specified
     Performance Goals are satisfied in the applicable Performance Cycle. The
     Board shall, in its sole discretion, determine the officers of the Company
     and other key Employees eligible to receive Performance-Based Awards. At
     the time each Performance Grant is made, the Board shall establish the
     applicable Performance Cycle, the Performance Measure and Performance Goals
     in respect of such Performance Based Award. The number of shares and/or the
     amount of cash earned and payable in settlement of a Performance Based
     Award shall be determined by the Committee at the end of the Performance
     Cycle.

          (b) Limitations on Grants and Awards.  The Board may grant
     Performance-Based Awards to a Participant in such amounts as the Board may
     determine, subject to the limitations set forth in Section 5.1 of the Plan.
     The maximum dollar amount (or dollar value) payable to any Participant in
     respect of a Performance-Based Award in any calendar year shall be $3.0
     million.

          (c) Performance Goals, Performance Measures and Performance
     Cycles.  The Award Certificate for each Performance Based Award shall
     provide that, in order for a Participant to earn all or a portion of the
     Units subject to such Performance Based Award, the Company must achieve
     certain Performance Goals over a designated Performance Cycle having a
     minimum duration of one year. The Performance Goals and Performance Cycle
     shall be established by the Board in its sole discretion. The Board shall
     establish a Performance Measure for each Performance Cycle for determining
     the portion of the Performance-Based Award, which will be earned or
     forfeited, based on the extent to which the Performance Goals are achieved
     or exceeded. In setting Performance Goals, the Board shall use a
     Performance Measure as defined Article II of this document. Performance
     Goals may include minimum, maximum and target levels of performance, with
     the size of the Performance Based Award based on the level attained. Once
     established by the Board and specified in the Award Certificate, and if and
     to the extent provided in or required by the Award Certificate, the
     Performance Goals and the Performance Measure in respect of any
     Performance-Based Award (or any Restricted Stock Grant or Stock-Based Award
     that requires the attainment of Performance Goals as a condition to the
     Award) shall not be changed other than as required by changes in U.S. GAAP.
     The Board may, in its discretion, eliminate or reduce (but not increase)
     the amount of any Performance-Based Award (or Restricted Stock or
     Stock-Based Award) that otherwise would be payable to a Participant upon
     attainment of the Performance Goal(s) unless the Participant has a vested
     right under applicable employment law to receive the full Award.

          (d) Form of Grants.  Performance-Based Awards may be made on such
     terms and conditions not inconsistent with the Plan, and in such form or
     forms, as the Board may from time to time approve. Performance-Based Awards
     may be made alone, in addition to in tandem with, or independent of other
     grants and Awards under the Plan. Subject to the terms of the Plan, the
     Board shall, in its discretion, determine the number of Units subject to
     each Performance Grant made to a Participant and the Board may impose
     different terms and conditions on any particular Performance-Based Award
     made to any Participant. The Performance Goals, the Performance Cycle and
     the

                                        11
<PAGE>

     Performance Measure applicable to a Performance Grant shall be set forth in
     the relevant Award Certificate.

          (e) Payment of Awards.  Each Participant shall be entitled to receive
     payment in an amount equal to the aggregate Fair Market Value (if the Unit
     is equivalent to a share), or such other value as the Board shall specify,
     of the Units earned in respect of such Performance Award. Payment in
     settlement of a Performance-Based Award may be made in shares, in cash, or
     in any combination of shares and cash, and at such time or times, as the
     Board, in its discretion, shall determine.

     4.9 Other Stock-Based Awards.

          (a) Eligibility.  The Board may, from time to time, grant to an
     Employee Awards (other than Annual Incentive Awards, Stock Options, Stock
     Appreciation Rights, Restricted Stock or Performance-Based Awards) under
     Section 4.9 that consist of, or are denominated in, payable in, valued in
     whole or in part by reference to, or otherwise based on or related to,
     shares. These Awards may include, among other things shares, Restricted
     Stock Options, phantom or hypothetical shares and share units. The Board
     shall determine, in its discretion, the terms, conditions, restrictions and
     limitations, if any, that shall apply to Awards granted pursuant to this
     Section 4.9, including whether dividend equivalents shall be credited with
     respect to any Award, which terms, conditions, restrictions and/or
     limitations shall be set forth in the applicable Award Certificate.

          (b) Limitations on Grants and Awards.  The Board may grant Other
     Stock-Based Awards to a Participant in such amounts as the Board may
     determine, subject to the limitations set forth in Section 5.1 of the Plan.
     The maximum dollar amount (or dollar value) payable to any Participant in
     respect of a Other Stock-Based Award in any calendar year shall be $3.0
     million.

     4.10 Phantom Stock Conversion.  The Company sponsors the 1994 Phantom Stock
Plan pursuant to which eligible employees were granted deferred phantom stock
units that are paid out over time. The Board may permit certain Employees to
convert their outstanding phantom stock units into shares of Restricted Stock
and also grant Stock Options to any such person electing to convert. The Board
shall determine the terms and conditions of such conversion and of the related
Awards made hereunder. Any Awards of Restricted Stock or Stock Options made
under this Section 4.10 shall not count against the limits set forth in Section
4.5(a) and 4.7(a). In addition, Restricted Stock Awards granted under this
Section 4.10 shall not be subject to any restrictions of the types described in
clauses (ii) or (iii) of the first paragraph of Section 4.7. Stock Options
granted under this Section 4.10 shall not be subject to the same vesting
conditions described in Section 4.5(c)(i). Stock Options granted under this
Section 4.10 shall vest under the conditions set forth in the applicable Award
Certificate. Any Awards of Restricted Stock or Stock Options made under this
Section 4.10 shall only be made after the effective date of this Plan.

     4.11 Code Section 162(m).  It is the intent of the Company, that Awards
granted under the Plan satisfy, and that Article IV be interpreted in a manner
that satisfies, the requirements of Code Section 162(m) and the regulations
thereunder, if applicable, so that the Company's tax deduction for Awards is not
disallowed in whole or in part by operation of Code Section 162(m). If any
provision of this Plan or of any Award would otherwise frustrate or conflict
with such intent, that provision shall be interpreted and deemed amended so as
to avoid such conflict.

                                   ARTICLE V

                    SHARES SUBJECT TO THE PLAN; ADJUSTMENTS

     5.1 Shares Available.  Subject to adjustment in accordance with Section
5.3, the total number of Shares with respect to which Awards may be issued under
the Plan shall not exceed in the aggregate 30 million Shares; the number of
Shares delivered pursuant to the exercise of Stock Options or delivered after
the lapse of a Restriction Period shall not exceed 10% of the total number of
Shares issued and outstanding at the time such shares are delivered.

                                        12
<PAGE>

     5.2 No Registration Rights.  The Company may, but shall not be obligated
to, register or qualify the sale of shares under the Securities Act or any other
applicable law. The Company shall not be obligated to take any affirmative
action in order to cause the sale of shares under this Agreement to comply with
any law.

     5.3 Restrictions on Transfer -- Securities Law Restrictions.  Regardless of
whether the offering and sale of shares under the Plan have been registered
under the Securities Act or have been registered or qualified under the
securities laws of any country, the Company at its discretion may impose
restrictions upon the sale, pledge or other transfer of such shares (including
the placement of appropriate legends on stock certificates or the imposition of
stop-transfer instructions) if, in the judgment of the Company, such
restrictions are necessary or desirable in order to achieve compliance with the
Exchange Act, the securities laws of any country or any other law.

     5.4 Counting Rules.  For purposes of determining the number of shares
remaining available under the Plan, only Awards payable in shares or Awards in
Stock Options the terms of which allow for physical delivery of shares shall be
counted. Any shares related to Awards, which terminate by expiration,
forfeiture, cancellation or otherwise without issuance of shares, or are settled
in cash in lieu of shares, shall be available again for issuance under the Plan.
In the event shares are tendered or withheld in payment of all or part of the
Exercise Price of a Stock Option, or in satisfaction of the withholding
obligations thereunder, the shares so tendered or withheld shall become
available for issuance under the Plan. An outstanding Stock Appreciation Right
shall not be taken into account in determining the aggregate number of shares
with respect to which Stock Options may thereafter be granted.

     5.5 Adjustments.  In the event of a change in the outstanding shares by
reason of any stock split, consolidation of shares, dividend or other
distribution (whether in the form of cash, shares, other securities or other
property), extraordinary cash dividend, recapitalization, merger, consolidation,
split-up, spin-off, reorganization, combination, repurchase or exchange of
shares or other securities, the exercisability of stock purchase rights received
under the Award Agreement, the issuance of warrants or other rights to purchase
shares or other securities, or other similar corporate transaction or event, if
the Board shall determine, in its sole discretion, that, in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, such transaction or event equitably requires an
adjustment in the number or kind of shares that may be issued under the Plan, in
the number or kind of shares subject to an outstanding Award, or in the Grant
Price of a Stock Option, Stock Appreciation Right or other Award, such
adjustment shall be made by the Committee and shall be conclusive and binding
for all purposes under the Plan. Notwithstanding the foregoing, no adjustments
shall be made with respect to Awards to the extent such adjustment would cause
the Award to fail to qualify as performance-based compensation under Section
162(m) of the Code.

     5.6 Consolidation, Merger or Sale of Assets.  Upon the occurrence of (i) a
merger, consolidation, acquisition of property or stock, reorganization or
otherwise involving the Company in which the Company is not to be the surviving
corporation, (ii) a merger, consolidation, acquisition of property or stock,
reorganization or otherwise involving the Company in which the Company is the
surviving corporation but holders of shares receive securities of another
corporation, or (iii) a sale of all or substantially all of the Company's assets
(as an entirety) or capital stock to another person, any Award granted hereunder
shall be deemed to apply to the securities, cash or other property (subject to
adjustment by cash payment in lieu of fractional interests) to which a holder of
the number of shares equal to the number of shares the Participant would have
been entitled, and proper provisions shall be made to ensure that this clause is
a condition to any such transaction; provided, however, that in the event of a
transaction described in this Section 5.6 or a Change-of-Control, the Board
shall, in its discretion, have the power to either:

          (a) provide, upon written notice to Participants, that all Awards that
     are currently exercisable must be exercised within the time period
     specified in the notice and that all Awards not exercised as of the
     expiration of such period shall be terminated without consideration; or

                                        13
<PAGE>

          (b) cancel any or all Awards and, in consideration of such
     cancellation, pay to each Participant an amount in cash with respect to
     each Share issuable under an Award equal to the difference between the Fair
     Market Value of such Share on such date and the Exercise Price, if any; or

          (c) provide for the immediate vesting and exercisablilty of all Stock
     Options and Stock Appreciation Rights, removal of all restrictions on
     outstanding Restricted Stock, Performance-Based Awards and other Stock
     Based Awards, and vest and pay (on a pro-rata basis) all outstanding
     incentive Awards.

     5.7 Fractional Shares.  No fractional shares shall be issued under the
Plan. In the event that a Participant acquires the right to receive a fractional
share under the Plan, such Participant shall receive, in lieu of such fractional
share, cash equal to the Fair Market Value of the fractional share as of the
date of settlement.

                                   ARTICLE VI

                           AMENDMENT AND TERMINATION

     6.1 Amendment.  The Plan may be amended at any time and from time to time
by the Board without the approval of shareholders of the Company, except that no
amendment that increases the aggregate number of Shares may be issued pursuant
to the Plan shall be effective unless and until the same is approved by the
shareholders of the Company. No amendment of the Plan shall adversely affect any
right of any Participant with respect to any Award theretofore granted without
such Participant's written consent.

     6.2 Termination.  The Plan shall terminate upon the earlier of the
following dates or events to occur:

          (a) the adoption of a resolution of the Board terminating the Plan; or

          (b) the tenth anniversary of the date of the Company's 2002 Annual
     Meeting of Stockholders

No Awards shall be granted under this Plan after it has been terminated.
However, the termination of the Plan shall not alter or impair any of the rights
or obligations of any person, without such person's consent, under any Award
theretofore granted under the Plan. After the termination of the Plan, any
previously granted Awards shall remain in effect and shall continue to be
governed by the terms of the Plan and the applicable Award Certificate.

                                  ARTICLE VII

                               GENERAL PROVISIONS

     7.1 Nontransferability of Awards.  Except as otherwise provided in this
Section 7.1, no Awards under the Plan shall be subject in any manner to
alienation, anticipation, sale, assignment, pledge, encumbrance or transfer,
other than by will or by the laws of descent or distribution, by the Participant
and no other persons shall otherwise acquire any rights therein. Nothing in the
preceding sentence, however, shall bar the transfer of an Award (other than an
Incentive Stock Option) to a Participant's spouse pursuant to a qualified
domestic relations order (QDRO) as defined by Section 414(p) of the Code or
Section 206(d) of the Employee Retirement Income Security Act of 1974, as
amended. During the lifetime of a Participant, Stock Options (except for
Nonqualified Stock Options that are transferable pursuant to subparagraphs (a)
and (b) below) shall be exercisable only by the Participant and shall not be
assignable or transferable except as provided above.

          (a) In the case of a Nonqualified Stock Option, the Board may, in its
     sole discretion, provide in the applicable Award Certificate that all or
     any part of such Nonqualified Stock Option may, subject to the prior
     written consent of the Board, be transferred to one or more of a following
     classes of donees: family member, a trust for the benefit of a family
     member, a limited partnership whose partners are solely family members or
     any other legal entity set up for the benefit of family members. For
     purposes of this Section 7.1, a family member means a Participant's spouse,
     children,

                                        14
<PAGE>

     grandchildren, parents, grandparents (natural, step, adopted, or in-laws),
     siblings, nieces, nephews and grandnieces and grandnephews.

          (b) Except as otherwise provided in the applicable Award Certificate,
     any Nonqualified Stock Option transferred by a Participant pursuant to sub
     paragraph (a) above may be exercised by the transferee only to the extent
     such Nonqualified Stock Option would have been exercisable by the
     Participant had no transfer occurred. Any such transferred Nonqualified
     Stock Option shall be subject to all of the same terms and conditions as
     provided in the Plan and in the applicable Award Certificate. The
     Participant or the Participant's estate shall remain liable for any
     withholding or other tax which may be imposed by any federal, state or
     local tax authority and the transfer of shares upon exercise of such
     Nonqualified Stock Option shall be conditioned on the payment of such
     withholding or other tax. The Board may, in its sole discretion, withhold
     its consent to all or a part of any transfer of a Nonqualified Stock Option
     pursuant to this Section 7.1 unless and until the Participant makes
     arrangements satisfactory to the Board for the payment of any such
     withholding tax. The Participant must immediately notify the Board, in such
     form and manner as required by the Committee, of any proposed transfer of a
     Nonqualified Stock Option pursuant to this Section and no such transfer
     shall be effective until the Board consents thereto in writing.

          (c) Anything in this Section 7.1 to the contrary notwithstanding, in
     no event may the Committee permit an Incentive Stock Option to be
     transferred by any Participant other than by will or the laws of descent
     and distribution.

     7.2 Withholding of Taxes.  (a) Stock Options.  As a condition to the
delivery of any shares pursuant to the exercise of a Stock Option, the Committee
may require that the Participant, at the time of such exercise, pay to the
Company by cash or by certified check, bank draft, wire transfer or postal or
express money order an amount sufficient to satisfy any applicable tax
withholding obligations. The Board may, however, in its discretion, accept
payment of tax withholding obligations through any of the Exercise Price payment
methods described in Section 4.5(d). In addition, the Board may, in its
discretion, permit payment of tax withholding obligations to be made by
instructing the Company to withhold shares that would otherwise be issued on
exercise having a Fair Market Value on the date of exercise equal to the
applicable portion of the tax withholding obligations being so paid.
Notwithstanding the foregoing, in no event may any amount greater than the
minimum statutory withholding obligation be satisfied by tendering or
withholding shares.

     (b) Restricted Stock.  The Company shall satisfy tax withholding
obligations arising in connection with the release of restrictions on shares of
Restricted Stock by withholding shares that would otherwise be available for
delivery upon such release having a Fair Market Value on the date of release
equal to the minimum statutory withholding obligation.

     (c) Other Awards.  Notwithstanding the above, in most jurisdictions all
non-stock based Performance-Based Awards will require the reporting of income
and withholding of appropriate taxes. Wherever and whenever such reporting and
withholding is required, the Company will fully comply by reporting all income
as defined in the jurisdiction and withholding and submitting all required taxes
levied against said income.

     7.3 Special Forfeiture Provision.  The Board may, at its discretion,
provide in an Award Certificate that a Stock Option or Restricted Stock Award
granted to any Participant who, without prior written approval of the Company,
enters into any employment or consultation arrangement (including service as an
agent, partner, stockholder, consultant, officer or director) to any entity or
person engaged in any business in which the Company or its affiliates is engaged
which, in the sole judgment of the Company, is competitive with the Company or
any subsidiary or affiliate, (i) shall forfeit all rights under any outstanding
Stock Option and shall return to the Company the amount of any profit realized
upon the exercise, within such period as the Committee may determine, of any
Stock Option and (ii) shall forfeit and return to the Company all shares of
Restricted Stock (or the equivalent thereof) which are not then vested or which
would not have vested but for an acceleration event (such as Retirement), but
with respect to the latter, the amount forfeited is limited to the amount that
would have vested in the ordinary course after the date such Participant engaged
in such conduct. In jurisdictions where forfeiture is not

                                        15
<PAGE>

permitted under applicable law, the Company shall have the right to repurchase,
and the Participant shall have the obligation to sell and deliver, any and all
Stock Options and Shares held by the Participant in each case at a price of CHF
0.01 per Share and CHF 0.01 per Stock Option; in this event, the Participant
authorizes the Company to perform on his or her behalf all actions necessary to
transfer ownership of the Shares and/or Stock Options back to the Company.

     7.4 Code Section 83(b) Elections.  Neither the Company, nor the Board shall
have any responsibility in connection with a Participant's election, or attempt
to elect, under Code Section 83(b) to include the value of a Restricted Stock
Award in the Participant's gross income for the year of payment. Any Participant
who makes a Code Section 83(b) election with respect to any such Award shall
promptly notify the Committee of such election and provide the Committee with a
copy thereof.

     7.5 No Implied Rights.  The establishment and subsequent operation of the
Plan, including eligibility as a Participant, shall not be construed as
conferring any legal or other right upon any Employee for the continuation or
his or her employment, for any Performance Cycle or any other period. The
Company expressly reserves the right, which may be exercised at any time and
without regard to when, during a Performance Cycle or other accounting period,
such exercise occurs, to discharge any individual and/or treat him or her
without regard to the effect which such treatment might have upon him or her as
a Participant in the Plan.

     7.6 No Obligation to Exercise Options.  The granting of a Stock Option
shall impose no obligation upon the Participant to exercise such Stock Option.

     7.7 No Rights as Stockholders.  A Participant granted an Award under the
Plan shall have no rights as a stockholder of the Company with respect to such
Award unless and until such time as the shares underlying the Award are
registered in such Participant's name or in the name of a custodian or nominee
holding such shares to the benefit of such Participant. The right of any
Participant to receive an Award by virtue of participation in the Plan shall be
no greater than the right of any unsecured general creditor of the Company.

     7.8 Indemnification of Board.  The Company shall indemnify, to the full
extent permitted by law, each person made or threatened to be made a party to
any civil or criminal action or proceeding by reason of the fact that he, or his
testator or intestate, is or was a member of the Board or a delegate of the
Board so acting.

     7.9 No Required Segregation of Assets.  The Company shall not be required
to segregate any assets that be at any time be represented by Awards granted
pursuant to the Plan.

     7.10 Nature of Payments.  All Awards made pursuant to the Plan are in
consideration of services for the Company. Any gain realized pursuant to Awards
under the Plan constitutes a special incentive payment to the Participant and
shall not be taken into account as compensation for purposes of any of the
employee benefit plans of the Company.

     7.11 Securities Exchange Act Compliance.  Awards under the Plan are
intended to satisfy the requirements of Rule 16b-3 under the Exchange Act. If
any provision or this Plan or of any grant of an Award would otherwise frustrate
or conflict with such intent, that provision shall be interpreted and deemed
amended so as to avoid such conflict.

     7.12 Call Option of the Company.  Wherever this Plan refers to a call
option of the Company relating to Shares or Stock Options Awarded to a
Participant, the Participant shall be deemed to consent to all actions the
Company may take which are necessary to transfer title to such Shares or Stock
Options from the Participant to the Company, and the Company may execute all
necessary documents and take all necessary actions on its behalf and on behalf
of the Participant to give effect to such transfer.

     7.13 Governing Law; Severability.  The Plan and all determinations made and
actions taken thereunder shall be governed by the substantive laws of
Switzerland. If any provision of the Plan shall be held unlawful or otherwise
invalid or unenforceable in whole or in part, the unlawfulness, invalidity or
unenforceability shall not affect any other provision of the Plan or part
thereof, each of which shall remain in full force and effect.

                                        16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>9
<FILENAME>y54530a1ex10-6.txt
<DESCRIPTION>FORM OF INDEMNIFICATION AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.6

                                    INDEMNIFICATION AGREEMENT (the "Agreement"),
                           effective as of [ ], by and between Alcon, Inc., a
                           corporation (Aktiengesellschaft) incorporated under
                           the laws of Switzerland (the "Company") and
                           [*](the "Indemnitee").


         WHEREAS the Indemnitee has been asked to serve [on the Board of
Directors of the Company (the "Board")] [as an officer of the Company];

         WHEREAS it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify persons serving [as members of the
Board] [as officers of the Company] to the fullest extent permitted by
applicable law so that they will serve, or continue to serve, in such capacity
free from undue concern that they will not be so indemnified; and

         WHEREAS the Indemnitee is willing to serve and continue to serve [on
the Board] [as an officer of the Company] on the condition that he be so
indemnified.


         NOW, THEREFORE, the Company and the Indemnitee agree as follows:

         SECTION 1. Services by the Indemnitee. The Indemnitee agrees to serve
at the request of the Company as a [director of the Company (including, without
limitation, service on one or more committees of the Board)] [an officer of the
Company]. The Indemnitee may at any time and for any reason resign from any such
position.


         SECTION 2. Indemnification-General. The Company shall advance Expenses
(as hereinafter defined) to the Indemnitee as provided in this Agreement and to
the fullest extent permitted by applicable law from time to time. The rights of
the Indemnitee provided under the preceding sentence shall include, but shall
not be limited to, the rights set forth in the other sections of this Agreement.


         SECTION 3. Proceedings Other Than Proceeding by or in the Right of the
Company. The Indemnitee shall be
<PAGE>
                                                                               2

entitled to the right of indemnification provided in this Section 3 if, by
reason of his Corporate Status (as hereinafter defined), he is, or is threatened
to be made, a party to or participant in any threatened, pending or completed
Proceeding (as hereinafter defined), other than a Proceeding by or in the right
of the Company. Under this Section 3, the Company will indemnify the Indemnitee
against Expenses if he acted in good faith and in the best interests of the
Company, and, with respect to any criminal Proceeding, had no reasonable cause
to believe this conduct was unlawful.


         SECTION 4. Proceedings by or in the Right of the Company. The
Indemnitee shall be entitled to the rights of indemnification provided in this
Section 4 if, by reason of his Corporate Status, he is, or is threatened to be
made, party to or participant in any threatened, pending or completed Proceeding
brought by or in the right of the Company to procure a judgment in its favor.
Pursuant to this Section 4, the Indemnitee shall be indemnified against Expenses
actually and reasonably incurred by him or on his behalf in connection with such
Proceeding if he acted in good faith and in the best interests of the Company.
Notwithstanding the foregoing, no indemnification against such Expenses shall be
made in respect of any claim, issue or matter in such Proceeding as to which the
Indemnitee shall have been adjudged by a final and non-appealable judgment of a
competent court or award of a competent arbitral body to be liable to the
Company or if applicable law prohibits such indemnification; provided, however,
that if applicable law so permits, indemnification against Expenses shall
nevertheless be made by the Company in such event if and to the extent that the
court in which such Proceeding shall have been brought or is pending, shall so
determine.


         SECTION 5. Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. (a) To the extent that the Indemnitee is, by reason of his
Corporate Status, a party to and is successful, on the merits, in any
Proceeding, the Company will indemnify the Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith. If the Indemnitee is not wholly successful in defense of any
<PAGE>
                                                                               3

Proceeding but is successful on the merits, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify the
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf in connection with each such successfully resolved claim, issue or
matter. For purposes of this Section 5(a) and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter. The provisions of this Section 5(a) are subject to
Section 5(b).

         (b) In no event shall the Indemnitee be entitled to indemnification of
Expenses under Section 5(a) with respect to a claim, issue or matter to the
extent (i) applicable law prohibits such indemnification, or (ii) an admission
is made by the Indemnitee in writing to the Company or in such Proceeding or a
determination is made in such Proceeding that the standard of conduct required
for Indemnification under this Agreement has not been met with respect to such
claim, issue or matter.

         SECTION 6. Indemnification for Expenses as a Witness. Notwithstanding
any provisions herein to the contrary, to the extent that the Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.


         SECTION 7. Advance of Expenses. (a) The Company shall advance all
reasonable Expenses incurred by or on behalf of the Indemnitee in connection
with any Proceeding within 10 days after the receipt by the Company of a
statement or statements from the Indemnitee requesting such advance or advances
from time to time, whether prior to or after the final disposition of such
Proceeding; provided, however, that the persons making the determination of the
Indemnitee's entitlement to indemnification of Expenses under Section 8 (the
"Reviewing Party") of this Agreement has not determined that the Indemnitee
would not be permitted to be indemnified under applicable law. Such statement or
statements shall reasonably evidence the Expenses incurred by or on behalf
<PAGE>
                                                                               4

of the Indemnitee and shall include or be preceded or accompanied by an
undertaking by or on behalf of the Indemnitee to repay any Expenses advanced if
it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified against such Expenses.

         (b) The Company's obligation to advance Expenses pursuant to Section
7(a) shall be subject to the condition that, if, when and to the extent that the
Reviewing Party determines that the Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed
by the Indemnitee (who agrees to reimburse the Company) for all such amounts
theretofore paid; provided, however, that if the Indemnitee has commenced or
thereafter commences legal proceedings pursuant to Section 10 of this Agreement
to secure a determination that Indemnitee should be indemnified for Expenses
under applicable law, any determination made by the Reviewing Party to the
contrary shall not be binding and the Indemnitee shall not be required to
reimburse the Company for any Expenses advanced until a final judicial
determination is made with respect thereto. Any required reimbursement of
Expenses by the Indemnitee shall be made by the Indemnitee to the Company within
10 days following the determination that the Indemnitee would not be entitled to
indemnification of Expenses.

         SECTION 8. Procedure for Determination of Entitlement to
Indemnification.(a) To obtain indemnification of Expenses under this Agreement,
the Indemnitee shall submit to the Company a written request, including such
documentation and information as is reasonably available to the Indemnitee and
is reasonably necessary to determine whether and to what extent the Indemnitee
is entitled to such indemnification. The Secretary of the Company shall,
promptly upon receipt of such a request for such indemnification, advise the
Board in writing that the Indemnitee has requested such indemnification.

         (b) Upon written request by the Indemnitee for indemnification pursuant
to the first sentence of Section 8(a) hereof, a determination, if required by
applicable law, with respect to the Indemnitee's entitlement thereto shall be
made in the specific case by the Board by a majority vote of the Disinterested
Directors
<PAGE>
                                                                               5

(as hereinafter defined, even if less than a quorum). If it is so determined
that the Indemnitee is entitled to indemnification of Expenses, payment to the
Indemnitee shall be made within 10 days after such determination. The Indemnitee
shall cooperate with the persons making such determination with respect to the
Indemnitee's entitlement to indemnification, including providing to such persons
upon reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to the Indemnitee and reasonably necessary to such determination.
Subject to the provisions of Section 10 hereof, any costs or expenses (including
reasonable attorneys' fees and disbursements) incurred by the Indemnitee in so
cooperating with the persons making such determination shall be borne by the
Company, and the Company hereby indemnifies and agrees to hold the Indemnitee
harmless from such costs and expenses.

         SECTION 9. Presumptions and Effect of Certain Proceedings.(a) In making
a determination with respect to whether the Indemnitee is entitled to
indemnification of Expenses hereunder, the Reviewing Party making such
determination shall presume that the Indemnitee is entitled to such
indemnification under this Agreement if the Indemnitee has submitted a request
for such indemnification in accordance with Section 8(a) of this Agreement, and
anyone seeking to overcome this presumption shall have the burden of proof by a
preponderance of the evidence.

         (b) Subject to the terms of Section 14 below, the termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of the Indemnitee to indemnification of Expenses or
create a presumption that the Indemnitee did not act in good faith and in the
best interest of the Company.

         (c) For purposes of any determination of good faith, the Indemnitee
shall be deemed to have acted in good faith if the Indemnitee's action is based
on the records or books of account of the Company, including financial
statement, or on information supplied to the Indemnitee by any of the [other]
officers of the Company in the course of
<PAGE>
                                                                               6

their duties, or on the advice of legal or financial counsel for the Company or
the Board (or any committee thereof) or on information or records given or
reports made by an independent certified public accountant or by an appraiser or
other expert selected by the Company or the Board (or any committee thereof).
The provisions of this Section 9(c) shall not be deemed to be exclusive or to
limit in any way the other circumstances in which the Indemnitee may be deemed
or found to have met the applicable standard of conduct set forth in this
Agreement. In addition, the knowledge and/or actions, or failure to act, of any
other director, trustee, partner, managing member, fiduciary, officer, agent or
employee of the Company shall not be imputed to the Indemnitee for purposes of
determining the right to indemnification of Expenses under this Agreement.
Whether or not the foregoing provisions of this Section 9(c) are satisfied, it
shall in any event be presumed that the Indemnitee has acted in good faith and
in a manner he reasonably believed to be in the best interests of the Company.
Anyone seeking to overcome this presumption shall have the burden of proof by a
preponderance of the evidence.

         SECTION 10. Remedies of the Indemnitee. (a) In the event:

         (i) a determination is made pursuant to Section 8 of this Agreement
that the Indemnitee is not entitled to indemnification of Expenses under this
Agreement;

         (ii) the advance of Expenses is not timely made pursuant to Section 7
of this Agreement;

         (iii) payment of indemnification is not made pursuant to Section 6 of
this Agreement within 10 days after receipt by the Company of a written request
therefore; or

         (iv) payment of indemnification of Expenses is not made within 10 days
after a determination has been made that the Indemnitee is entitled to such
indemnification or such determination is deemed to have been made pursuant to
Section 8 or 9 of this Agreement,

the Indemnitee shall be entitled to an adjudication in an appropriate court at
the place of incorporation of the
<PAGE>
                                                                               7

Company to such indemnification or advancement of Expenses. The Indemnitee shall
commence such proceeding seeking an adjudication within 180 days following the
date on which the Indemnitee first has the right to commence such proceeding
pursuant to this Section 10(a); provided, however, that the foregoing clause
shall not apply in respect of a proceeding brought by the Indemnitee to enforce
his rights under Section 5 of this Agreement.

         (b) In the event that a determination is made pursuant to Section 8 of
this Agreement that the Indemnitee is not entitled to indemnification of
Expenses, any judicial proceeding or arbitration commenced pursuant to this
Section 10 shall be conducted in all respects as a de novo trial on the merits
and the Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding commenced pursuant to this Section 10,
the Company shall have the burden of proving that the Indemnitee is not entitled
to indemnification of Expenses or advancement of Expenses, as the case may be.
If the Indemnitee commences a judicial proceeding pursuant to this Section 10,
the Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 7 until a final and non-appealable judgment of a competent
court is rendered with respect to the Indemnitee's entitlement to
indemnification.

         (c) In the event that the Indemnitee, pursuant to this Section 10,
seeks a judicial adjudication to enforce his rights under, or to recover damages
for breach of, this Agreement, the Indemnitee shall be entitled to recover from
the Company, and shall be indemnified by the Company against, any and all
Expenses actually and reasonably incurred by him in such judicial adjudication;
provided, however, if the court confirms the decision that the Indemnitee is not
entitled to recover from the Company, then the Expenses incurred by the
Indemnitee in connection with the judicial adjudication shall be borne by the
Indemnitee.

         (d) Any judicial adjudication determined under this Section 10 shall be
binding on the parties.

         SECTION 11. Nonexclusivity; Survival of Rights; Insurance;
Subrogation.(a) The rights of indemnification of Expenses and to receive
advancement of Expenses as
<PAGE>
                                                                               8

provided by this Agreement shall not be deemed exclusive of any other rights to
which the Indemnitee may at any time be entitled under applicable law, the
By-laws of the Company, any agreement, a vote of shareholders of the Company or
a resolution of directors, or otherwise. No amendment, alteration or repeal of
this Agreement or any provision hereof shall be effective as to the Indemnitee
with respect to any action taken or omitted by the Indemnitee in his Corporate
Status prior to such amendment, alteration or repeal.

         (b) To the extent that the Company maintains an insurance policy or
policies providing liability insurance for directors or officers of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person serves at the request of the Company,
the Indemnitee shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage available for any such
director or officer under such policy or policies.

         (c) In the event of any payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of
the Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.

         (d) The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
the Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


         SECTION 12. Duration of Agreement. This Agreement shall continue for so
long as the Indemnitee may have any liability or potential liability by virtue
of serving as [a director] [an officer] of the Company, including, without
limitation, the final termination of all pending Proceedings in respect of which
the Indemnitee is granted rights of indemnification of Expenses or advancement
of Expenses hereunder and of any Proceeding
<PAGE>
                                                                               9

commenced by the Indemnitee pursuant to Section 10 of this Agreement relating
thereto. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), assigns,
spouses, heirs, executors and personal and legal representatives.


         SECTION 13. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby;
(b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give maximum effect to the intent
of the parties hereto; and (c) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any Section of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or enforceable) shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.


         SECTION 14. Exception to Right of Indemnification or Advancement of
Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee
shall not be entitled to indemnification of Expenses or advancement of Expenses
under this Agreement with respect to any Proceeding, or any claim therein,
brought or made by him against the Company except for any claim or Proceeding in
respect of this Agreement and/or the Indemnitee's rights hereunder.


         SECTION 15. Identical Counterparts. This Agreement may be executed in
one or more counterparts (whether by original, photocopy or facsimile
signature), each of which shall for all purposes be deemed to be an
<PAGE>
                                                                              10

original but all of which together shall constitute one and the same Agreement.


         SECTION 16. Headings. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part
of this Agreement or to affect the construction thereof.


         SECTION 17. Definitions. For purposes of this Agreement:

         (a) "Company" means Alcon, Inc., a corporation (Aktiengesellschaft)
organized under the laws of Switzerland.

         (b) "Corporate Status" describes the status of a person who is or was
[a director] [an officer] of the Company.

         (c) "Disinterested Director" means a director of the Company who is not
and was not a party to, or otherwise involved in, the Proceeding for which
indemnification is sought by the Indemnitee.

         (d) "Expenses" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs and printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.

         (e) "Proceeding" includes any action, suit, claim, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing or
any other proceeding whether civil, criminal, administrative or investigative,
including appeals and petitions therefrom.

         (f) "Reviewing Party" has the meaning set forth in Section 7(a).
<PAGE>
                                                                              11

         SECTION 18. Maintenance of Insurance. The Company shall use reasonable
best efforts to obtain and maintain in effect during the entire period for which
the Company is obligated to indemnify the Indemnitee under this Agreement, one
or more policies of insurance with reputable insurance companies to provide the
directors [and officers] of the Company with coverage for losses from wrongful
acts and omissions and to ensure the Company's performance of its
indemnification obligations under this Agreement. In all such insurance
policies, the Indemnitee shall be named as an insured in such a manner as to
provide the Indemnitee with the same rights and benefits as are accorded to the
most favorably insured of the Company's directors and officers. Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain such
insurance if the Company determines in good faith that the Indemnitee is covered
by similar insurance maintained by a subsidiary or parent of the Company.

         SECTION 19. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

         SECTION 20. Notice by Indemnitee. The Indemnitee agrees promptly to
notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement of
Expenses covered hereunder.

         SECTION 21. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and received on behalf of or by the party to
whom said notice or other communication shall have been directed, or (ii) for
mail originating from and delivered within the United States, mailed by U.S.
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed: (a) if to the Company: 6201 South
Freeway, Fort Worth, TX 70134 USA, Attention: President; and (b) if to any other
<PAGE>
                                                                              12

party hereto, including the Indemnitee, to the address of such party set forth
on the signature page hereof; or to such other address as may have been
furnished by any party to the other(s), in accordance with this Section.

         SECTION 22. Governing Law; Venue, etc. (a) THE PARTIES AGREE THAT THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE SUBSTANTIVE LAWS OF SWITZERLAND.

         (b) ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
SHALL BE BROUGHT BEFORE THE EXCLUSIVE JURISDICTION OF THE COURTS AT THE PLACE OF
INCORPORATION OF THE COMPANY, BEING THE CANTON OF ZUG, SWITZERLAND.

         (c) ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
BE FILED IN AND LITIGATED SOLELY BEFORE THE COURTS LOCATED IN SWITZERLAND, AND
EACH PARTY TO THIS AGREEMENT:(1) GENERALLY AND UNCONDITIONALLY ACCEPTS THE
EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND VENUE THEREIN, AND WAIVES TO
THE FULLEST EXTENT PROVIDED BY LAW ANY DEFENSE OR OBJECTION TO SUCH JURISDICTION
AND VENUE BASED UPON THE DOCTRINE OF "FORUM NON CONVENIENS"; AND (2) GENERALLY
AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING BY
DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN
ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS AGREEMENT. THE FOREGOING CONSENT
TO JURISDICTION SHALL NOT CONSTITUTE GENERAL CONSENT TO SERVICE OF PROCESS IN
THE STATE FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO
CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.

         SECTION 23. Miscellaneous. Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.

                               Alcon, Inc.,

                                 by ___________________________________________
                                    Name:
                                    Title:
<PAGE>
                                                                              13



                                [X],

                                 by ___________________________________________
                                    Name:
                                    Title:
                                    Address:



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>10
<FILENAME>y54530a1ex23-1.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

                   CONSENT OF KPMG LLP, INDEPENDENT AUDITORS

The Board of Directors
Alcon, Inc.:

     We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

Fort Worth, Texas

March 12, 2002


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
