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Exhibit 3.3c
CERTIFICATE OF MERGER
OF
PAINE WEBBER GROUP INC.
WITH AND INTO
UBS AMERICAS INC.
Under Section 251
of the General Corporation Law
of the State of Delaware
Pursuant to Section 251(c) of the General Corporation Law of the State
of Delaware (the "DGCL"), UBS Americas Inc., a Delaware corporation, previously
Neptune Merger Subsidiary, Inc. ("Merger Subsidiary"), in connection with the
merger of Paine Webber Group Inc., a Delaware corporation (the "Company"), with
and into Merger Subsidiary (the "Merger"), hereby certifies as follows:
FIRST: The names and states of incorporation of the constituent
corporations to the Merger (the "Constituent Corporations") are:
<TABLE>
<CAPTION>
Name State of Incorporation
---- ----------------------
<S> <C>
UBS Americas Inc. Delaware
Paine Webber Group Inc. Delaware
</TABLE>
SECOND: An Agreement and Plan of Merger, dated as of July 12, 2000 (the
"Merger Agreement"), by and among the Company, UBS AG, an Aktiengesellschaft
organized under the laws of Switzerland (the "Parent"), and Merger Subsidiary
has been approved, adopted, certified, executed and acknowledged by each of the
Constituent Corporations in accordance with Section 251 of the DGCL.
THIRD: Merger Subsidiary shall be the surviving corporation in the
Merger. The name of the surviving corporation is UBS Americas Inc. (the
"Surviving Corporation").
FOURTH: The certificate of incorporation of Merger Subsidiary shall be
the certificate of incorporation of the Surviving Corporation.
FIFTH: The Merger shall become effective at 6:30 p.m. (Eastern Standard
Time) on November 3, 2000.
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SIXTH: An executed copy of the Merger Agreement is on file at the
offices of the Surviving Corporation at 677 Washington Boulevard, Stamford,
Connecticut 06901.
SEVENTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
of the Constituent Corporations.
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IN WITNESS WHEREOF, this Certificate of Merger has been executed by the
Surviving Corporation on this 3rd day of November, 2000.
UBS AMERICAS INC.
By: /s/ Louis R. Eber
-----------------------------------
Name: Louis R. Eber
Title: Executive Director and
Assistant Secretary
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