ARTICLES OF ASSOCIATION

(Filed: 05/31/2002, Company: , Type: )
                                                                  

     Articles of Association of Alcon, Inc. as of May 25, 2002, as amended,
                             effective May 28, 2002

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 61,395,000 and is divided into
306,975,000 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 (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.

                                       1
 

                                   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 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.

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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).

     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.

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                                   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.

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                                   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.

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                                   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.

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                                   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.

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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 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.

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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

                              CONTRIBUTIONS IN KIND

     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
          Laboratories 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;

                                       9
 

               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,

                                       10
 

               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.

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