STOCKHOLDER VOTING AGREEMENT

                          ----------------------------



                  STOCKHOLDER VOTING AGREEMENT, dated as of July 12, 2000 (this

"Agreement"), among General Electric Company, a New York corporation ("Parent"),

GECS Holdings, Inc., a Delaware corporation ("GECS Holdings"), General Electric

Capital Services, Inc. ("GECS"), a Delaware corporation, and General Electric

Capital Corporation, a New York corporation ("Capital" and, together with GECS

Holdings, the "Stockholder", which term shall include Parent and any subsidiary

of Parent to the extent Subject Shares (as defined below) are held by Parent or

such subsidiary), and UBS AG, an Aktiengesellschaft organized under the laws of

Switzerland ("UBS").



                  WHEREAS, Paine Webber Group, Inc. a Delaware corporation (the

"Company"), UBS and Neptune Merger Subsidiary, Inc., a Delaware corporation and

a wholly owned subsidiary of UBS ("Merger Subsidiary"), are contemporaneously

herewith entering into an Agreement and Plan of Merger, dated the date hereof

(the "Merger Agreement"), which provides, among other things, for the merger of

the Company with and into Merger Subsidiary (the "Merger");



                  WHEREAS, as a condition and inducement to their willingness to

enter into the Merger Agreement, UBS and Merger Subsidiary have requested that

Stockholder make certain agreements with respect to 31,523,600 shares of common

stock, par value $1.00 per share, having one vote per share ("Shares"), of the

Company owned of record and beneficially by the Stockholder (such Shares,

together with any additional securities of the Company described in Section 4,

being referred to herein as the "Subject Shares"), upon the terms and subject to

the conditions hereof; and



                  WHEREAS, in order to induce UBS and Merger Subsidiary to enter

into the Merger Agreement, Stockholder is willing to make certain agreements

with respect to the Subject Shares;



                  NOW, THEREFORE, in consideration of the premises and the

mutual covenants and agreements set forth herein, the parties hereto agree as

follows:



                  1. Voting Agreements. For so long as this Agreement is in

effect, at any meeting of stockholders of the Company, however called, including

any adjourned or postponed meeting, and in any action by consent of the

stockholders of the Company or in any other circumstances upon which a vote,

consent or other approval is sought, Stockholder shall vote (or cause to be

voted), or, if applicable, give consent or approval with respect to, all of the

Subject Shares that Stockholder has the right to vote in favor of adoption of

the Merger Agreement and approval of the Merger and any other transaction

contemplated by the Merger Agreement. Any such vote shall be cast or consent

shall be given for purposes of this Section 1 in accordance with such procedures

relating thereto as shall ensure that it is duly counted for purposes of

determining that a quorum is present and for purposes of recording in accordance

herewith the results of such vote or consent.





<PAGE>





                  2. Covenants. From and after the date of this Agreement,

Stockholder agrees not to, and to use best efforts to cause any investment

banker, attorney or other adviser or representative of Stockholder not to, (i)

sell, transfer, exchange, pledge, assign, hypothecate, encumber, tender or

otherwise dispose of, or enter into any contract, option or other arrangement

with respect to the sale, transfer, exchange, pledge, assignment, hypothecation,

encumbrance, tender or other disposition of the Subject Shares, except that

Stockholder may transfer Subject Shares to any subsidiary of Parent; provided,

that such transferee has agreed to be bound by the terms of this Agreement; (ii)

exchange or convert Subject Shares for or into shares of non-voting common

stock, par value $1.00 per share, of the Company prior to the time the

stockholders of the Company have voted on the Merger; (iii) grant any proxies

with respect to any Subject Shares, deposit any such Subject Shares into a

voting trust or enter into a voting or option agreement with respect to any of

such Subject Shares; (iv) directly or indirectly, solicit or encourage inquiries

or proposals with respect to, or engage in any negotiations concerning, or

provide any confidential information to, or have any discussions with, any

person relating to, an Acquisition Proposal; or (v) take any action which would

make any representation or warranty of Stockholder herein untrue or incorrect or

prevent, burden or materially delay the consummation of the transactions

contemplated by this Agreement. As used in this Agreement, "person" shall have

the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Securities

Exchange Act of 1934, as amended (the "Exchange Act").

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC