(Face of Security)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO UBS AG, OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP NO. 90261KDE7
UBS AG
MEDIUM - TERM NOTES, SERIES A
------------------
PRINCIPAL PROTECTED NOTES DUE MAY [ ], 2010
(Linked to the performance of the S&P 500(R) Index)
------------------
The following terms apply to this Security. Capitalized terms
that are not defined the first time they are used in this Security shall have
the meanings indicated elsewhere in this Security.
FACE AMOUNT: $[ ]
PRINCIPAL AMOUNT: on the Stated Maturity Date, the Company shall redeem this
Security by paying to the Holder, for each $1,000 of the Face Amount hereof, in
cash the greater of (a) $1,140 or (b) $1,000 plus the Supplemental Payment
Amount, if any.
SUPPLEMENTAL PAYMENT AMOUNT: the Supplemental Payment Amount, if any, per
$1,000 of the Face Amount hereof shall equal: $1,000 times the Sum of the Capped
Quarterly Index Returns.
SUM OF THE CAPPED QUARTERLY INDEX RETURNS: the sum of the Capped Quarterly Index
Returns, whether positive or negative, over the 28-quarter term of the Notes.
CAPPED QUARTERLY INDEX RETURN: the Quarterly Index Return expressed as a
percentage, that shall not exceed [ ]% in any Quarter.
QUARTERLY INDEX RETURN: the Quarterly Index Return will equal (i) the difference
between the Index Ending Level and the Index Starting Level, divided by (ii) the
Index Starting Level. In any Quarter, the Quarterly Index Return may be
negative.
INDEX STARTING LEVEL: For the first Quarter, the Index Starting Level will be
the Closing Level of the Index on the last business day of April 2003. For each
Quarter thereafter, the Index Starting Level will be the Index Ending Level from
the prior Quarter.
INDEX ENDING LEVEL: the Closing Level of the Index on the last Business Day of
each Quarter. At maturity, the Index Ending Level will be the Closing Level of
the Index on the Final Valuation Date.
QUARTER: the three calendar month period ending on the last business day of each
January, April, July and October.
INDEX SPONSOR: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
or any successor that determines and publishes the Index as then in effect.
INDEX: the S&P 500(R) Index.
TRADE DATE: April [ ], 2003
ORIGINAL ISSUE DATE: April [ ], 2003.
CALCULATION AGENT: UBS Warburg LLC.
DEFEASANCE: Neither full defeasance nor covenant defeasance applies to this
Security.
INTEREST RATE: The principal of this Security shall not bear interest.
LISTING: American Stock Exchange.
(Face of Security continued on next page)
-2-
"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's 500" and
"500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed
for use by UBS AG. This Security is not sponsored, endorsed, sold or promoted by
the Index Sponsor and the Index Sponsor makes no representation regarding the
advisability of investing in this Security.
OTHER TERMS:
All terms used in this Security that are not defined in this
Security but are defined in the Indenture referred to on the reverse of this
Security shall have the meanings assigned to them in the Indenture. Section
headings on the face of this Security are for convenience only and shall not
affect the construction of this Security.
"Business Day" means any day that is not a Saturday, a Sunday
or a day on which banking institutions in The City of New York generally, are
authorized or obligated by law, regulation or executive order to close.
"Closing Level" means, with respect to the Index, on any day,
the official closing level or last reported level of the Index; provided,
however, that, if the Index Sponsor changes the manner in which it calculates
the Index, discontinues or suspends calculation or publication of the Index, or
if the level of the Index is not available on the last Business Day of any
Quarter during the term of this Security or on the Final Valuation Date because
of a Market Disruption Event or for any other reason, the Calculation Agent will
determine the Closing Level of the Index on such Business Day or on the Final
Valuation Date, as the case may be, in the manner provided in Section 3 on the
face of this Security.
"Default Amount" means, on any day, an amount in U.S. dollars,
as determined by the Calculation Agent in its sole discretion, equal to the cost
of having a Qualified Financial Institution (selected as provided below)
expressly assume the due and punctual payment of the principal of this Security,
and the performance or observance of every covenant hereof and of the Indenture
on the part of the Company to be performed and observed with respect to this
Security (or to undertake other obligations providing substantially equivalent
economic value to the Holder of this Security as the Company's obligations
hereunder). Such cost will equal (i) the lowest amount that a Qualified
Financial Institution would charge to effect such assumption (or undertaking)
plus (ii) the reasonable expenses (including reasonable attorneys' fees)
incurred by the Holder of this Security in preparing any documentation necessary
for such assumption (or undertaking). During the Default Quotation Period, each
Holder of this Security and the Company may request a Qualified Financial
Institution to provide a quotation of the amount it would charge to effect such
assumption (or undertaking) and notify the other in writing of such quotation.
If either party obtains a quotation, it must notify the other party in writing
of the quotation. The amount referred to in clause (i) of this paragraph will
equal the lowest (or, if there is only one, the only) quotation so obtained, and
as to which notice is so given, during the Default Quotation Period;
(Face of Security continued on next page)
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provided that, with respect to any quotation, the party not obtaining the
quotation may object, on reasonable and significant grounds, to the effectuation
of such assumption (or undertaking) by the Qualified Financial Institution
providing such quotation and notify the other party in writing of such grounds
within two Business Days after the last day of the Default Quotation Period, in
which case that quotation will be disregarded in determining the Default Amount.
The "Default Quotation Period" shall be the period beginning on the day the
Default Amount first becomes due and ending on the third Business Day after such
due date, unless no such quotation is obtained, or unless every such quotation
so obtained is objected to within five Business Days after such due date as
provided above, in which case the Default Quotation Period will continue until
the third Business Day after the first Business Day on which prompt notice of a
quotation is given as provided above, unless such quotation is objected to as
provided above within five Business Days after that first Business Day, in which
case, the Default Quotation Period will continue as provided in this sentence.
Notwithstanding the foregoing, if the Default Quotation Period (and the
subsequent two Business Day objection period) has not ended prior to the Final
Valuation Date, then the Default Amount will equal the Face Amount.
"Final Valuation Date" means April [ ], 2010; provided,
however, that if the Calculation Agent determines that a Market Disruption Event
occurs or is continuing on such date, the Final Valuation Date will be the first
following day on which the Calculation Agent determines that a Market Disruption
Event does not occur and is not continuing, provided further, that in no event
will the Final Valuation Date be postponed more than ten Business Days.
"Market Disruption Event" means, with respect to the Notes, in
the opinion of the Calculation Agent and determined in its sole discretion: (i)
the suspension, absence or material limitation of trading in a material number
of securities included in the Index for more than two hours or during the
one-half hour before the close of trading in that market; (ii) the suspension,
absence or material limitation of trading in option or futures contracts
relating to the Index in the primary markets for those contracts for more than
two hours of trading or during the one-half hour before the close of trading in
that market; (iii) the failure of the Index Sponsor to publish the official
closing level of the Index or (iv) any other event that materially affects the
Index and materially interferes with the Company's ability or the ability of any
of its Affiliates to unwind all or a material portion of a hedge with respect to
the Notes that the Company or its Affiliates have affected or may affect except
that with respect to the subclauses (i) through (iv) of this definition, the
following shall apply: (a) a limitation on the number of hours or days of
trading will not constitute a Market Disruption Event if it results from an
announced change in the regular business hours of any exchange, (b) a decision
to permanently discontinue trading in the option or futures contracts relating
to the Index will not constitute a Market Disruption Event and (c) "absence of
trading" in the primary securities market on which option or futures contracts
related to the Index are traded will not include any time when that market is
itself closed for trading under ordinary circumstances.
"Qualified Financial Institution" means, at any time, a
financial institution organized under the laws of any jurisdiction in the United
States of America, Europe or Japan that at such time has outstanding debt
obligations with a stated maturity of one year or less from the date of issue
and rated A-1 or higher by Standard & Poor's Ratings Group (or any
successor) or P-1 or
(Face of Security continued on next page)
-4-
higher by Moody's Investors Service, Inc. (or any successor) or, in either case,
such other comparable rating, if any, then used by such rating agency.
"Stated Maturity Date" means May [ ], 2010 or, if such date is
not a Business Day, the next succeeding Business Day; provided, however, that if
the fifth Business Day preceding May [ ], 2010 does not qualify as the Final
Valuation Date referred to above, then the Stated Maturity Date will be the
fifth Business Day following the Final Valuation Date.
"Successor Index" means any substitute index approved by the
Calculation Agent as a Successor Index pursuant to Section 3 on the face of this
Security.
-----------------------
1. Promise to Pay Principal
UBS AG, a corporation duly organized and existing under the
laws of Switzerland (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay (or cause to be paid) to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum,
calculated as provided under "Principal Amount" and elsewhere on the face of
this Security, on the Stated Maturity Date.
2. Payment of Interest
The principal of this Security shall not bear interest.
3. Discontinuance or Modification of the Index; Market Disruption
Event
If the Index Sponsor discontinues publication of the Index and
the Index Sponsor or any other person or entity publishes a substitute index
that the Calculation Agent determines is comparable to the Index and approves as
a Successor Index, then the Calculation Agent, in its sole discretion, may
determine the Index Starting Level, the Index Ending Level or the amount payable
on the Stated Maturity Date by reference to such Successor Index.
If the Calculation Agent determines that the publication of
the Index is discontinued and that there is no Successor Index on any date when
the value of the Index is required to be determined, the Calculation Agent shall
make the necessary determination by reference to a group of stocks, an index or
a computation methodology that replicates the Index as closely as possible, as
determined by the Calculation Agent.
If the Calculation Agent determines that the securities
included in the Index (the "Index Constituent Stocks") or the method of
calculating the Index have been changed at any time in any respect and for any
reason, and as a result of such change, the Index fails to fairly represent the
value of the Index if such changes had not been made, or such change otherwise
affects the calculation of the Quarterly Index Return, the Index Starting Level,
the Index Ending Level or the
(Face of Security continued on next page)
-5-
Principal Amount, the Calculation Agent shall have the right to make adjustments
to the method of calculating the Index that the Calculation Agent believes to be
appropriate to ensure that the Index Return used to determine the Principal
Amount is equitable.
The Calculation Agent shall have the right to postpone the
calculation of the Index Starting Level in the case of April 2003, or any Index
Ending Level thereafter, if the Calculation Agent determines that, on the last
Business Day of the relevant Quarter, a Market Disruption Event occurs or is
continuing. If such a postponement occurs, the Calculation Agent will use the
Closing Level of the Index on the first day on which no Market Disruption Event
occurs or is continuing. The calculation of the Index Starting Level in the case
of April 2003, or any Index Ending Level thereafter, shall not be postponed by
more than ten Business Days following the last Business Day of the relevant
Quarter.
In the event the calculation of the Index Starting Level in
the case of April 2003, or any Index Ending Level thereafter, is postponed to
the last possible day, but a Market Disruption Event occurs and is continuing on
such day, the Calculation Agent shall determine the Index Starting Level in the
case of April 2003, or any Index Ending Level thereafter (as the case may be),
on such day by a good faith estimate of the Index Ending Level that would have
prevailed in the absence of a Market Disruption Event.
The Calculation Agent shall have the right to make all
determinations and adjustments with respect to the Index in its sole discretion.
4. Principal Amount
The principal of this Security that becomes due and payable on
the Stated Maturity Date shall be the cash amount that must be paid to redeem
this Security as provided above under "Principal Amount." The principal of this
Security that becomes due and payable upon acceleration of the Stated Maturity
Date hereof after an Event of Default has occurred pursuant to the Indenture
shall be the Default Amount. When the principal referred to in either of the two
preceding sentences has been paid as provided herein (or such payment has been
made available), the principal of this Security shall be deemed to have been
paid in full, whether or not this Security shall have been surrendered for
payment or canceled. References to the payment of the principal of this Security
on any day shall be deemed to mean the payment of cash that is payable on such
day as provided in this Security. Notwithstanding the foregoing, solely for the
purpose of determining whether any consent, waiver, notice or other action to be
given or taken by Holders of Securities pursuant to the Indenture has been given
or taken by Holders of Outstanding Securities in the requisite aggregate
Principal Amount, the Principal Amount of this Security will be deemed to equal
the Face Amount. This Security shall cease to be Outstanding as provided in the
definition of such term in the Indenture when the principal of this Security
shall be deemed to have been paid in full as provided above.
(Face of Security continued on next page)
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5. Role of Calculation Agent
The Calculation Agent will be solely responsible for all
determinations and calculations regarding the Default Amount; whether a Market
Disruption Event has occurred and whether, and if so the dates to which, the
Final Valuation Date and Stated Maturity Date are to be postponed; the Closing
Level of the Index on any date; the Quarterly Index Return; the Capped Quarterly
Index Return; the Sum of the Quarterly Index Returns; Business Days; the
Principal Amount; the amount payable on the Notes and all such other matters as
may be specified elsewhere herein as matters to be determined by the Calculation
Agent. The Calculation Agent shall make all such determinations and calculations
in its sole discretion, and absent manifest error, all determinations of the
Calculation Agent shall be final and binding on the Company, the Holder and all
other Persons having an interest in this Security, without liability on the part
of the Calculation Agent.
The Company shall take such action as shall be necessary to
ensure that there is at all relevant times a financial institution serving as
the Calculation Agent hereunder. The Company may, in its sole discretion at any
time and from time to time, upon written notice to the Trustee, but without
notice to the Holder of this Security, terminate the appointment of any Person
serving as the Calculation Agent and appoint another Person (including any
Affiliate of the Company) to serve as the Calculation Agent. Insofar as this
Security provides for the Calculation Agent to obtain the Closing Level of the
Index on any date or other information from any institution or other source, the
Calculation Agent may do so from any source or sources of the kind contemplated
or otherwise permitted hereby notwithstanding that any one or more of such
sources are the Calculation Agent, Affiliates of the Calculation Agent or
Affiliates of the Company.
6. Payment
Payment of any amount payable on this Security will be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payment will be made to
an account designated by the Holder (in writing to the Company and the Trustee
on or before the Final Valuation Date) and acceptable to the Company or, if no
such account is designated and acceptable as aforesaid, at the office or agency
of the Company maintained for that purpose in The City of New York, provided,
however, that payment on the Stated Maturity Date shall be made only upon
surrender of this Security at such office or agency (unless the Company waives
surrender). Notwithstanding the foregoing, if this Security is a Global
Security, any payment may be made pursuant to the Applicable Procedures of the
Depositary as permitted in said Indenture.
7. Modified Business Day
Notwithstanding any provision of this Security or of the
Indenture, if any payment of principal would otherwise be due on this Security
on a day (the "Specified Day") that is not a Business Day, such payment may be
made (or such principal may be made available for payment) on the next
succeeding Business Day with the same force and effect as if such payment were
made
(Face of Security continued on next page)
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on the Specified Day. The provisions of this Section shall apply to this
Security in lieu of the provisions of Section 114 of the Indenture.
8. Reverse of this Security
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
9. Certificate of Authentication
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
(Face of Security continued on next page)
-8-
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
UBS AG
By____________________________
By____________________________
This is one of the Securities of the series designated herein
and referred to in the Indenture.
Dated: , 2003
U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
By_________________________________
Authorized Signatory
(Reverse of Security)
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities") issued and to be issued in one
or more series under the Indenture , dated as of November 21, 2000 (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument) between the Company and U.S. Bank Trust National Association, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee, the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered.
Insofar as the provisions of the Indenture may conflict with the provisions set
forth on the face of this Security, the latter shall control for purposes of
this Security.
This Security is one of the series designated on the face
hereof, limited to an aggregate initial offering price not to exceed $[ ] (or
the equivalent thereof in any other currency or currencies or currency units).
References herein to "this series" mean the series designated on the face
hereof.
Payments under the Securities will be made without withholding
or deduction for or on account of any present or future tax, duty, assessment or
governmental charge, imposed upon or as a result of such payments by Switzerland
or any jurisdiction in which a branch of the Company through which the
Securities are issued is located (or any political subdivision or taxing
authority thereof or therein) (a "Relevant Jurisdiction") ("Taxes"), unless
required by law. To the extent any such Taxes are so levied or imposed, the
Company will, subject to the exceptions and limitations set forth in Section
1007 of the Indenture, pay such additional amounts ("Additional Amounts") to the
Holder of any Security who is not a resident of the Relevant Jurisdiction as may
be necessary in order that every net payment of the principal of such Security
and any other amounts payable on such Security, after withholding for or on
account of such Taxes imposed upon or as a result of such payment, will not be
less than the amount provided for in such Security to be then due and payable.
If at any time as a result of any change in or amendment to
the laws or regulations of a Relevant Jurisdiction affecting taxation, or a
change in any application or interpretation of such laws or regulations
(including the decision of any court or tribunal) either generally or in
relation to any particular Securities, which change, amendment, application or
interpretation becomes effective on or after the Trade Date in making any
payment of, or in respect of, the Principal Amount of the Securities, the
Company would be required to pay any Additional Amounts with respect thereto,
then the Securities will be redeemable upon not less than 10 nor more than 60
days' notice by mail, at any time thereafter, in whole but not in part, at the
election of the Company as provided in the Indenture at a redemption price
determined by the Calculation Agent in a manner reasonably
(Reverse of Security continued on next page)
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calculated to preserve the relative economic position of the Company and the
Holders of Outstanding Securities.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in Principal Amount of
the Securities at the time Outstanding of all series to be affected (considered
together as one class for this purpose). The Indenture also contains provisions
(i) permitting the Holders of a majority in Principal Amount of the Securities
at the time Outstanding of all series to be affected under the Indenture
(considered together as one class for this purpose), on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and (ii) permitting the Holders of a majority in
Principal Amount of the Securities at the time Outstanding of any series to be
affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Securities of such series, to
waive certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in Principal Amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity reasonably satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in
Principal Amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of this
Security as herein provided.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
(Reverse of Security continued on next page)
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principal of this Security is payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing. Thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate Face
Amount, will be issued to the designated transferee or transferees.
This Security, and any other Securities of this series and of
like tenor, are issuable only in registered form without coupons in
denominations of any multiple of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate Principal Amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Security is a Global Security and is subject to the
provisions of the Indenture relating to Global Securities, including the
limitations in Section 305 thereof on transfers and exchanges of Global
Securities.
THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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