TRUST AGREEMENT
OF
UBS PREFERRED FUNDING TRUST VII
TRUST AGREEMENT, dated as of March 22, 2006, between UBS PREFERRED FUNDING COMPANY
LLC VII, a Delaware limited liability company (the "Grantor"), and WILMINGTON TRUST COMPANY, a
Delaware banking corporation (the "Trustee"). The Grantor and the Trustee hereby agree as follows:
1. The trust created hereby shall be known as "UBS Preferred Funding Trust VII", in which name the Trustee, or
the Grantor to the extent provided herein, may cause the Trust to conduct its business, make and execute
contracts, and sue and be sued.
2. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Statutory Trust Act"), and that
this Trust Agreement constitute the governing instrument of the Trust. The Trustee is hereby authorized and
the form attached hereto. The Trust is hereby established by the Grantor and the Trustee for the purpose of (i)
issuing noncumulative preferred trust certificates (the "Trust Securities") representing undivided beneficial interests
securities of the Grantor, and (ii) engaging in such other activities as are necessary, convenient or incidental
enter into an amended and restated trust agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance of the Trust Securities. Prior to the
obligation hereunder or with respect to the Trust assets, except expressly as required by this Trust Agreement or
by law.
4. Pursuant to Section 3806(b)(7) of the Statutory Trust Act, the Grantor, as agent of the Trust, (a) shall prepare
or cause the preparation of and execute a Registration Statement on Form F-3 under the Securities Act of 1933,
as amended (the "Securities Act"), relating to the offer and sale of the Trust Securities (on a delayed or
continuous basis); (b) shall prepare or cause the preparation of and execute on behalf of the Tr