Exhibit 4.5


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED
HEREIN) TO UBS AG OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE
DEPOSITARY, HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, AND ONLY WITH
THE PRIOR WRITTEN CONSENT OF UBS AG.


 


AUCTION
RATE SECURITIES RIGHTS CERTIFICATE


 


UBS AG


 


Series C-1


 


              
Auction Rate Securities Rights


 


THIS CERTIFIES THAT                                             is the owner of                     
Auction Rate Securities Rights, Series C-1, or such greater or lesser
number as is indicated on Schedule I hereto.


 


THE AUCTION RATE
SECURITIES RIGHTS REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED PURSUANT TO
THE PROSPECTUS, DATED OCTOBER 7, 2008 (THE “PROSPECTUS”), OF UBS AG RELATING TO
THE SERIES OF AUCTION RATE SECURITIES RIGHTS IDENTIFIED ABOVE AND INCLUDED AS PART OF
THE REGISTRATION STATEMENT ON FORM F-3 OF UBS AG FILED WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION ON OCTOBER 7, 2008. THE PROSPECTUS CONTAINS A
DESCRIPTION OF THE SETTLEMENT PURSUANT TO WHICH THIS CERTIFICATE IS BEING
ISSUED. CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED HEREIN ARE USED AS
DEFINED IN THE PROSPECTUS.


 


Each ARS Right
represented by this Certificate entitles the beneficial owner thereof to sell
to UBS AG, at any time from June 30, 2010 to July 2, 2012, one share
of ARS that is auction preferred stock that is eligible pursuant to the terms
of the Settlement (“Eligible ARS”) for a price equal to the liquidation
preference of each such Eligible ARS plus accrued but unpaid dividends, if
any.  As consideration for the issuance
of the ARS Rights, each beneficial owner of an ARS Right has granted to UBS AG
the discretion to purchase from such beneficial owner, at any time from the
business day following the date on which each such beneficial owner opts into
the Settlement to July 2, 2012, any or all of the Eligible ARS to which
such beneficial owner’s ARS Rights relate for a price equal to the liquidation
preference of each such Eligible ARS plus accrued but unpaid dividends, if any.


 

















 


This Certificate is registered
in the name of [UBS Securities LLC] [UBS Financial Services Inc.] (the “Depositary”)
on behalf of the beneficial owners of the ARS Rights represented hereby.  Ownership of beneficial interests in the ARS
Rights represented by this Certificate will be effected only through records
maintained at the Depositary.  This
Certificate will not be exchangeable for definitive ARS Rights registered in
the name of a beneficial owner of ARS Rights unless the Depositary is unwilling
or unable to continue to so act and a successor is not appointed by UBS AG
within 90 days or UBS AG elects to issue definitive ARS Rights.  Definitive ARS Rights of this series will be
issued in denominations of 1,000 ARS Rights and integral multiples
thereof.  If definitive ARS Rights are
issued, UBS AG will maintain in the Borough of Manhattan, New York City, one or
more offices or agencies where definitive ARS Rights may be presented for
performance and where replacement certificates representing ARS Rights may be
obtained for definitive ARS Rights that have been lost or mutilated.  Beneficial owners of ARS Rights will not be charged
a fee for any exchange of such definitive ARS Rights; provided,
however, that UBS AG may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


The ARS Rights
represented by this Certificate are contractual obligations of UBS AG and are
senior in right of payment to the ordinary shares, par value CHF0.10 per share,
of UBS AG.


 


This Certificate may be
transferred in whole and not in part and only with the prior written consent of
UBS AG.  The ARS Rights represented by
this Certificate may not be transferred, sold, assigned, pledged, hypothecated
or otherwise disposed of by the beneficial owner thereof.


 


This Certificate shall be
governed by and construed in accordance with the laws of the State of New York
(without giving effect to the principles thereof relating to conflicts of law
except Section 5-1401 of the New York General Obligations Law).


 

















 


IN
WITNESS WHEREOF, UBS AG has caused this Certificate to be
executed by its duly authorized officers this         
day of               ,
2008.


 


 


	
   

  	
   

  	
  UBS AG

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


SCHEDULE
I


 


SCHEDULE OF
INCREASES OR DECREASES


 


The initial number of ARS
Rights, Series C-1 represented by this Certificate is                     
rights.  The following increases or decreases
in the number of ARS Rights represented by this Certificate have been made:


 


	
  Date
  of Increase 

  or Decrease

  	
   

  	
  Amount of 

  Decrease in

  Number of ARS

  Rights

  	
   

  	
  Amount of

  Increase in

  Number of ARS

  Rights

  	
   

  	
  Number of ARS

  Rights Following

  Such Increase or

  Decrease

  	
   

  	
  Signature of

  Authorized

  Officer