Common use of LIST OF INITIAL DIRECTORS AND OFFICERS Clause in Contracts

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- Robexx Xxxxx Managing Director and President Per Dyrvik Director and Treasurer Robexx Xxxxxxxxxx Director and Secretary INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001, of UBS Preferred Funding Company LLC III, as the same may be amended from time to time.

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- NAME POSITION AND OFFICES HELD ---- ------------------------- Robexx Xxxxx Managing Director and President Per Dyrvik Director and Treasurer Robexx Xxxxxxxxxx Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at maturity of the Subordinated Notes of the principal amount of the Subordinated Notesthereof, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission of Switzerland to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Company's Amended and Restated Limited Liability Company Agreement, dated - 2001-, 2000, of UBS Preferred Funding Company LLC IIII, as the same may be amended from time to time. AMOUNT OF COMPANY CERTIFICATE NUMBER R - PREFERRED SECURITIES: $ _____________ __________ [________________] -% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $1,000 per security) of UBS PREFERRED FUNDING COMPANY LLC I UBS PREFERRED FUNDING COMPANY LLC I, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that __________ (the "Securityholder") is the registered owner of __________ Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the -% Noncumulative Company Preferred Securities, liquidation preference $1,000 per security and aggregate liquidation preference $- (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of -, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of -, 2000 (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- Robexx Xxxxx ---- ------------------------- Managing Director and President Per Dyrvik Director and Treasurer Robexx Xxxxxxxxxx Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- o or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001____ __, 200*, of UBS Preferred Funding Company LLC IIIVIII, as the same may be amended from time to time. Annex G to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER * PREFERRED SECURITIES: $* *% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $[1,000][25] per security) of UBS PREFERRED FUNDING COMPANY LLC VIII UBS PREFERRED FUNDING COMPANY LLC VIII, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that UBS Preferred Funding Trust * (the "Securityholder") is the registered owner of Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the *% Noncumulative Company Preferred Securities, liquidation preference $[1,000][25] per security and aggregate liquidation preference $* (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of ____ __, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of ____ __, 200* (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business. All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- Robexx Xxxxx ---- ------------------------- Robert Mills Managing Director and President Per Dyrvik Presidenx Xxx Xxxxxk Director and Treasurer Robexx Xxxxxxxxxx Robert Dinerstein Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- o or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001____ __, 200*, of UBS Preferred Funding Company LLC IIIV, as the same may be amended from time to time. Annex G to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER * PREFERRED SECURITIES: $* *% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $[1,000][25] per security) of UBS PREFERRED FUNDING COMPANY LLC V UBS PREFERRED FUNDING COMPANY LLC V, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that UBS Preferred Funding Trust * (the "Securityholder") is the registered owner of Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the *% Noncumulative Company Preferred Securities, liquidation preference $[1,000][25] per security and aggregate liquidation preference $* (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of ____ __, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of ____ __, 200* (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business. All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- --------------------------- ------------------------------------ Robexx Xxxxx Managing Director and President Per Dyrvik Director and Treasurer Robexx Xxxxxxxxxx Director and Secretary INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001, of UBS Preferred Funding Company LLC IIIII, as the same may be amended from time to time. AMOUNT OF COMPANY CERTIFICATE NUMBER - PREFERRED SECURITIES: $- -% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $1,000 per security) of UBS PREFERRED FUNDING COMPANY LLC II UBS PREFERRED FUNDING COMPANY LLC II, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that UBS Preferred Funding Trust II (the "Securityholder") is the registered owner of Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the -% Noncumulative Company Preferred Securities, liquidation preference $1,000 per security and aggregate liquidation preference $- (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of October 10, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of - 2001 (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated Guarantee to G-1 146 the Securityholder without charge upon written request to the Company at its principal place of business. All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- Robexx Xxxxx ---- ------------------------- Managing Director and President Per Dyrvik Director and Treasurer Robexx Xxxxxxxxxx Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- o or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001____ __, 200*, of UBS Preferred Funding Company LLC IIIIX, as the same may be amended from time to time. Annex G to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER * PREFERRED SECURITIES: $* *% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $[1,000][25] per security) of UBS PREFERRED FUNDING COMPANY LLC IX UBS PREFERRED FUNDING COMPANY LLC IX, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that UBS Preferred Funding Trust * (the "Securityholder") is the registered owner of Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the *% Noncumulative Company Preferred Securities, liquidation preference $[1,000][25] per security and aggregate liquidation preference $* (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of ____ __, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of ____ __, 200* (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business. All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- Robexx Xxxxxx Xxxxx Managing Director and President Per Dyrvik Director and Treasurer Robexx Xxxxxx Xxxxxxxxxx Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- o or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001____ __, 200*, of UBS Preferred Funding Company LLC IIIIV, as the same may be amended from time to time. Annex G to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER * PREFERRED SECURITIES: $* *% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $[1,000][25] per security) of UBS PREFERRED FUNDING COMPANY LLC IV UBS PREFERRED FUNDING COMPANY LLC IV, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that UBS Preferred Funding Trust * (the "Securityholder") is the registered owner of Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the *% Noncumulative Company Preferred Securities, liquidation preference $[1,000][25] per security and aggregate liquidation preference $* (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of ____ __, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of ____ __, 200* (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business. All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- Robexx Xxxxx ---- ------------------------- Managing Director and President Per Dyrvik Director and Treasurer Robexx Xxxxxxxxxx Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- o or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001____ __, 200*, of UBS Preferred Funding Company LLC IIIVI, as the same may be amended from time to time. Annex G to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER * PREFERRED SECURITIES: $* *% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $[1,000][25] per security) of UBS PREFERRED FUNDING COMPANY LLC VI UBS PREFERRED FUNDING COMPANY LLC VI, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that UBS Preferred Funding Trust * (the "Securityholder") is the registered owner of Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the *% Noncumulative Company Preferred Securities, liquidation preference $[1,000][25] per security and aggregate liquidation preference $* (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of ____ __, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of ____ __, 200* (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business. All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- Robexx Xxxxx ---- ------------------------- Managing Director and President Per Dyrvik Director and Treasurer Robexx Xxxxxxxxxx Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- o or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001____ __, 200*, of UBS Preferred Funding Company LLC IIIVII, as the same may be amended from time to time. Annex G to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER * PREFERRED SECURITIES: $* *% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $[1,000][25] per security) of UBS PREFERRED FUNDING COMPANY LLC VII UBS PREFERRED FUNDING COMPANY LLC VII, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that UBS Preferred Funding Trust * (the "Securityholder") is the registered owner of Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the *% Noncumulative Company Preferred Securities, liquidation preference $[1,000][25] per security and aggregate liquidation preference $* (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of ____ __, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of ____ __, 200* (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business. All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held -------------------------------------------------------------------------------- Robexx Xxxxx ---- ------------------------- Robert Mills Managing Director and President Per Dyrvik Presidexx Xxx Xxxxik Director and Treasurer Robexx Xxxxxxxxxx Robert Dinerstein Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $- o or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated - 2001____ __, 200*, of UBS Preferred Funding Company LLC IIIV, as the same may be amended from time to time. Annex G to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER * PREFERRED SECURITIES: $* *% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $[1,000][25] per security) of UBS PREFERRED FUNDING COMPANY LLC V UBS PREFERRED FUNDING COMPANY LLC V, a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that UBS Preferred Funding Trust * (the "Securityholder") is the registered owner of Company Preferred Securities representing preferred limited liability company interests in the Company, which are designated the *% Noncumulative Company Preferred Securities, liquidation preference $[1,000][25] per security and aggregate liquidation preference $* (the "Company Preferred Securities"). Subject to certain obligations which may arise under the Delaware Limited Liability Company Act (the "Delaware Act"), no additional payments will be required pursuant to the Delaware Act for the Company Preferred Securities to represent preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Company Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in, and this certificate and the Company Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of ____ __, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Company Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Company Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Bank Subordinated Guarantee of UBS AG, a bank organized under the laws of Switzerland, dated as of ____ __, 200* (the "Bank Subordinated Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the Bank Subordinated Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business. All dividends and redemption price and other payments and all other monetary rights and obligations in respect of the Company Preferred Securities shall be performed in U.S. dollars. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of laws).