-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, i7Ev0NbRCvxwArW5K1gzPEAilAEPCqSN1qW86VvDWIANTXSNMdfWlSMcJhwQf2ph skRxE/AZ0j321dVKbbiRXw== 0000950123-94-000860.txt : 19940506 0000950123-94-000860.hdr.sgml : 19940506 ACCESSION NUMBER: 0000950123-94-000860 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19940505 EFFECTIVENESS DATE: 19940524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAINE WEBBER GROUP INC CENTRAL INDEX KEY: 0000075754 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 132760086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53489 FILM NUMBER: 94526223 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132000 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INC DATE OF NAME CHANGE: 19840523 S-8 1 PAINE WEBBER GROUP INC. FORM S-8 1 As filed with the Securities and Exchange Commission on May 5, 1994 Registration Statement No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- PAINE WEBBER GROUP INC. (Exact name of registrant as specified in its charter) Delaware 13-2760086 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1285 Avenue of the Americas New York, New York 10019 (Address, including zip code, of principal executive offices) ----------------------- PAINE WEBBER GROUP INC. 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN (full title of the plan) ----------------------- Theodore A. Levine Vice President, General Counsel and Secretary Paine Webber Group Inc. 1285 Avenue of the Americas New York, New York 10019 (212) 713-2879 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------- CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities Amount to be Price per Offering Registration to be Registered Registered (1) Share (2) Price (3) Fee - ---------------------------------------------------------------------------------------------------- Common Stock ($1 par value) 200,000 $16.375 $3,275,000 $1,130 ====================================================================================================
(1) The aggregate maximum number of shares of Common Stock which may be granted or awarded under the Plan during the following three calendar years (or any part of any such calendar year) during which the Plan is effective. Also being registered pursuant to Rule 416 are such additional indeterminate number of shares of Common Stock as may be required to cover possible antidilution adjustments under the Plan. (2) The calculation is made solely for the purpose of determining the amount of the registration fee and is computed upon the basis of the average of the high and low prices reported in the consolidated reporting system as of May 3, 1994. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Incorporated by reference into this Registration Statement are: (a) the Registrant's latest Annual Report on Form 10-K filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the Registrant's definitive proxy statement or information statement filed pursuant to Section 14 of the Exchange Act in connection with the Registrant's latest annual meeting of stockholders and any definitive proxy or information statements as filed in connection with any subsequent special meetings of its stockholders; and (c) the description of the Registrant's common stock contained in the Registrant's Registration Statement on Form 8 filed under Section 12 of the Exchange Act, including Amendment No. 4 thereto dated January 30, 1986 and any other amendment or report filed under the Exchange Act for the purpose of updating such description. All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. The consolidated financial statements and schedules of the Registrant incorporated by reference in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 have been audited by Ernst & Young, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young pertaining to such financial statements to the extent covered by consents filed with the Securities and Exchange Commission and given upon the authority of such firm as experts in accounting and auditing. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 1 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the securities offered hereby has been passed upon for the Registrant by Theodore A. Levine, Vice President and General Counsel of Registrant, who owns beneficially 9,900 shares of Registrant's Common Stock (all of which are Restricted Stock) and options to purchase 30,000 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Reference is made to Section 145 of the General Corporation Law of the State of Delaware which provides for indemnification of directors or officers of a corporation in certain circumstances. Under Article VII of the By-laws of the registrant, filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987, which Exhibit is incorporated herein by reference, the registrant has the power to and under certain circumstances is required to indemnify its directors or officers. The registrant also maintains directors and officers liability and corporate reimbursement insurance which provides for coverage against loss arising from claims made against directors and officers in their capacity as such. The general scope of coverage is any breach of duty, neglect, error, misstatement, misleading statement or omission. Such policy does not exclude liabilities under the Securities Act of 1933, as amended. The registrant also maintains fiduciary liability insurance for losses in connection with claims made against directors or officers for violation of any of the responsibilities, obligations or duties imposed upon fiduciaries under the Employee Retirement Income Act of 1974 ("ERISA"). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 PaineWebber Group Inc. 1994 Non-Employee Directors' Stock Plan 4.2 Form of Stock Option Agreement 4.3 Form of Notice of Grant 4.4 Form of Deferral Election 5 Opinion of Theodore A. Levine as to Legality of Securities being Registered 24.1 Consent of Ernst & Young 24.2 Consent of Theodore A. Levine (set forth in Exhibit 5 Opinion) 25 Power of Attorney (set forth on the signature pages of this Registration Statement) 2 4 ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15 (d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 3 5 (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 5, 1994. PAINE WEBBER GROUP INC. (Registrant) By /s/ Donald B. Marron ---------------------- Donald B. Marron Chairman of the Board and Chief Executive Officer 4 6 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints DONALD B. MARRON, PIERCE R. SMITH and REGINA A. DOLAN, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Donald B. Marron Chairman of the Board, May 5, 1994 - ------------------------ Chief Executive Officer Donald B. Marron and Director (principal executive officer) /s/ Regina Dolan Vice President and Chief May 5, 1994 - ------------------------ Financial Officer (principal Regina Dolan financial and accounting officer) /s/ T. Stanton Armour Director May 5, 1994 - ------------------------ T. Stanton Armour 5 7 /s/ E. Garrett Bewkes, Jr. - ------------------------------ Director May 5, 1994 E. Garrett Bewkes, Jr. /s/ John A. Bult - ------------------------------ Director May 5, 1994 John A. Bult - ------------------------------ Director May 5, 1994 Yozo Fujisawa /s/ Joseph J. Grano, Jr. - ------------------------------ Director May 5, 1994 Joseph J. Grano, Jr. /s/ Paul B. Guenther - ------------------------------ Director May 5, 1994 Paul B. Guenther /s/ John E. Kilgore, Jr. - ------------------------------ Director May 5, 1994 John E. Kilgore, Jr. /s/ Robert M. Loeffler - ------------------------------ Director May 5, 1994 Robert M. Loeffler /s/ Edward Randall, III - ------------------------------ Director May 5, 1994 Edward Randall, III /s/ Henry Rosovsky - ------------------------------ Director May 5, 1994 Henry Rosovsky /s/ Kyosaku Sorimachi - ------------------------------ Director May 5, 1994 Kyosaku Sorimachi 6 8 EXHIBIT INDEX -------------- Sequential Exhibit Page No. Description Number - -------- ----------------------------------------- ------------ 4.1 PaineWebber Group Inc. 1994 Non-Employee Directors' Stock Plan 4.2 Form of Stock Option Agreement 4.3 Form of Notice of Grant 4.4 Form of Deferral Election 5 Opinion of Theodore A. Levine as to Legality of Securities being Registered 24.1 Consent of Ernst & Young 24.2 Consent of Theodore A. Levine (set forth in Exhibit 5 Opinion) 25 Power of Attorney (set forth on the signature pages of this Registration Statement) EX-4.1 2 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN 1 Exhibit 4.1 PAINE WEBBER GROUP INC. - -------------------------------------------------------------------------------- 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN - -------------------------------------------------------------------------------- 2/28/94 2 PAINE WEBBER GROUP INC. - -------------------------------------------------------------------------------- 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN - -------------------------------------------------------------------------------- Page ---- 1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1 3. Shares Available Under the Plan . . . . . . . . . . . . . . . . 3 4. Administration of the Plan . . . . . . . . . . . . . . . . . . . 3 5. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . 3 6. Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . 3 (a) Exercise Price . . . . . . . . . . . . . . . . . . . . . . 4 (b) Option Term . . . . . . . . . . . . . . . . . . . . . . . 4 (c) Exercisability . . . . . . . . . . . . . . . . . . . . . . 4 (d) Method of Exercise . . . . . . . . . . . . . . . . . . . . 4 7. Stock Grants . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (a) Condition of Grant and Delivery . . . . . . . . . . . . . 4 (b) Rights of the Participant . . . . . . . . . . . . . . . . 5 8. Deferral of Fees in Deferred Stock . . . . . . . . . . . . . . . 5 (a) Deferral Elections . . . . . . . . . . . . . . . . . . . . 5 (b) Crediting of Amounts to Deferral Account . . . . . . . . . 5 (c) Payment or Crediting of Dividend Equivalents . . . . . . . 6 (d) Vesting . . . . . . . . . . . . . . . . . . . . . . . . . 6 (e) Designation of Beneficiary . . . . . . . . . . . . . . . . 6 (f) Settlement of Deferral Account . . . . . . . . . . . . . . 6 9. Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . 6 10. Changes to the Plan . . . . . . . . . . . . . . . . . . . . . . 7 3 PAINE WEBBER GROUP INC. - -------------------------------------------------------------------------------- 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN - -------------------------------------------------------------------------------- 11. General Provisions . . . . . . . . . . . . . . . . . . . . . . . 7 (a) Consideration for Grants; Agreements . . . . . . . . . . . 7 (b) Compliance with Laws and Obligations . . . . . . . . . . . 7 (c) Non-transferability . . . . . . . . . . . . . . . . . . . 8 (d) Compliance with Rule 16b-3 . . . . . . . . . . . . . . . . 8 (e) Future Service as an Employee . . . . . . . . . . . . . . 8 (f) No Right to Continue as a Director . . . . . . . . . . . . 8 (g) No Stockholder Rights Conferred . . . . . . . . . . . . . 8 (h) Governing Law . . . . . . . . . . . . . . . . . . . . . . 8 12. Effective Date and Duration of Plan . . . . . . . . . . . . . . 9 4 PAINE WEBBER GROUP INC. 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN 1. Purpose. The purpose of this 1994 Non-Employee Directors' Stock Plan (the "Plan") of Paine Webber Group Inc. ("PaineWebber") is to promote ownership by non-employee directors of a greater proprietary interest in PaineWebber, thereby aligning such directors' interests more closely with the interests of stockholders of PaineWebber, and to assist PaineWebber in attracting and retaining highly qualified persons to serve as non-employee directors. 2. Definitions. In addition to terms defined elsewhere in the Plan, the following additional terms are defined as set forth below: (a) "Change in Control" shall mean the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than PaineWebber, a subsidiary, any trustee or other fiduciary holding securities under an employee benefit plan of PaineWebber or a subsidiary, or any corporation owned, directly or indirectly, by the stockholders of PaineWebber in substantially the same proportions as their contemporaneous ownership of voting securities of PaineWebber, is or becomes a "20% Beneficial Owner." For purposes of this provision, a "20% Beneficial Owner" shall mean a person who is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of PaineWebber representing 20% or more of the combined voting power of PaineWebber's then-outstanding voting securities (a "20% Beneficial Owner"); provided that (A) the term "20% Beneficial Owner" shall not include any Beneficial Owner who has crossed such 20% percent threshold solely as a result of an acquisition of securities directly from PaineWebber, or solely as a result of an acquisition by PaineWebber of PaineWebber securities, until such time thereafter as such person acquires additional voting securities other than directly from PaineWebber and, after giving effect to such acquisition, such person would constitute a 20% Beneficial Owner; and (B) with respect to any person who is and remains eligible to file a Schedule 13G pursuant to Rule 13d-1(b)(1) under the Exchange Act with respect to PaineWebber securities, there shall be excluded from the number of securities deemed to be beneficially owned by such person for purposes of determining whether such person is a 20% Beneficial Owner a number of securities representing 10% of the combined voting power of PaineWebber's then-outstanding voting securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of PaineWebber, together with any new director (other than a director designated by a person who has entered into an agreement with PaineWebber to effect a transaction described in paragraph (i), (iii), or (iv) hereof) whose election by the Board or nomination for election by PaineWebber's stockholders was approved by a vote of at least two- 5 thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the "Continuing Directors"), cease for any reason to constitute at least a majority thereof; (iii) the stockholders of PaineWebber approve a merger, consolidation, recapitalization, or reorganization of PaineWebber, or a reverse stock split of any class of voting securities of PaineWebber, or the consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least 80% of the total voting power represented by the voting securities of PaineWebber or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of PaineWebber outstanding immediately prior to such transaction, with the relative voting power of each such continuing holder compared to the voting power of each other continuing holder not substantially altered as a result of the transaction; provided that, for purposes of this paragraph (iii), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 80% threshold (or to substantially preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of PaineWebber or such surviving entity or of any subsidiary of PaineWebber or such surviving entity; (iv) the stockholders of PaineWebber approve a plan of complete liquidation of PaineWebber or an agreement for the sale or disposition by PaineWebber of all or substantially all of PaineWebber's assets (or any transaction having a similar effect); or (v) any other event which the Board of Directors determines shall constitute a Change in Control for purposes of this Plan; provided that a Change in Control shall not be deemed to have occurred if, prior to the occurrence of a specified event that would otherwise constitute a Change in Control under paragraphs (i) through (iv) hereof, the Continuing Directors of PaineWebber then in office, by a majority vote thereof, determine that the occurrence of such specified event shall not be deemed to be a Change in Control hereunder or shall not be deemed to be a Change in Control with respect to a particular Participant under this Plan if the Change in Control results from actions or events in which such Participant is a participant in a capacity other than solely as an officer, employee or director of PaineWebber or its subsidiaries. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time including regulations thereunder and successor provisions and regulations thereto. (c) "Deferred Stock" shall mean the credits to a Participant's deferral account under Section 8, each of which represents the right to receive one share of - 2 - 6 Stock upon settlement of the deferral account. Deferral accounts, and Deferred Stock credited thereto, are maintained solely as bookkeeping entries by PaineWebber evidencing unfunded, non-transferable obligations of PaineWebber. (d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto. (e) "Fair Market Value" of Stock as of any given date shall mean the mean between the high and low sales prices of Stock on the stock exchange or market on which Stock is primarily traded on the date as of which such value is being determined or, if there shall be no sale on that date, then on the basis of the average of the high and low sales prices of Stock on the nearest date before and the nearest date after the date on which such value is being determined. (f) "Option" shall mean the right, granted to a Participant under Section 6, to purchase Stock at the exercise price for a specified period of time under the Plan. (g) "Participant" shall mean a non-employee director who is eligible to receive and is granted Options or Stock, or who defers fees or Stock in the form of Deferred Stock, under the Plan. (h) "Stock" shall mean the Common Stock of PaineWebber, par value $1 per share, and such other securities as may be substituted (or resubstituted) for Stock or such other securities pursuant to Section 9. 3. Shares Available Under the Plan. The total number of shares of Stock reserved and available for delivery under the Plan is 600,000, subject to adjustment as provided in Section 9 below. Such shares may be authorized but unissued shares or treasury shares. If any Option expires or terminates for any reason without having been exercised in full, the unpurchased shares subject to the Option will again be available for delivery under the Plan. 4. Administration of the Plan. The Plan will be administered by the Board of Directors of PaineWebber, provided that any action by the Board of Directors relating to the Plan will be taken only if approved by the affirmative vote of a majority of the directors who are not then eligible to participate under the Plan. 5. Eligibility. Each director of PaineWebber who, on any date on which an Option or Stock is to be granted under Section 6 or 7 or on which fees are to be deferred under Section 8, is not an employee of PaineWebber or any subsidiary of PaineWebber, will be eligible to receive Options or Stock or defer fees under the Plan at such date. No person other than those specified in this Section 5 will participate in the Plan. 6. Stock Options. An Option to purchase 15,000 shares of Stock will be granted to each director of PaineWebber who is then eligible to receive an Option grant on the effective date of the Plan and, beginning in 1999 and each fifth year thereafter, at the close of business of each annual meeting of stockholders at which directors (or a class of directors if PaineWebber then has a classified Board of Directors) are elected or reelected by PaineWebber's stockholders (the "Annual Meeting"). In addition, an Option to purchase - 3 - 7 15,000 shares of Stock will be granted to each person who is first elected or appointed after the effective date of the Plan to serve as a director of PaineWebber at the date of such election or appointment, if such director is then eligible to receive an Option grant. The foregoing notwithstanding, no director may be granted Options to purchase more than 15,000 shares during any one calendar year under the Plan. Options granted under the Plan will be non-qualified stock options which will be subject to the following terms and conditions: (a) Exercise Price. The exercise price per share of Stock purchasable under an Option will be equal to 100% of the Fair Market Value of Stock on the date of grant of the Option. (b) Option Term. Each Option will expire at the earliest of (i) ten years after the date of grant, (ii) 36 months after the Participant ceases to serve as a director of PaineWebber due to death, disability, or retirement at or after age 65, (iii) 12 months after the Participant ceases to serve as a director of PaineWebber for any reason other than death, disability, or retirement at or after age 65 or (iv) immediately upon the Participant's removal for cause. (c) Exercisability. Each Option will become exercisable as to 100% of the Option Shares on the third anniversary of the date of grant, and will thereafter remain exercisable until the Option expires; provided that an Option previously granted to a Participant (i) will be fully exercisable in the event of a Change in Control, (ii) will be fully exercisable after the Participant ceases to serve as a director of PaineWebber due to death, disability, or retirement at or after age 65, and (iii) will be exercisable after the Participant ceases to serve as a director of PaineWebber for any reason other than death, disability, or retirement at or after age 65 only if the Option was exercisable at the date of such cessation of service. (d) Method of Exercise. Each Option may be exercised, in whole or in part, at such time as it is exercisable and prior to its expiration by giving written notice of exercise to PaineWebber specifying the Option to be exercised and the number of shares to be purchased, and accompanied by payment in full of the exercise price in cash (including by check) or by surrender of shares of Stock of PaineWebber acquired by the Participant at least six months prior to the exercise date and having a Fair Market Value at the time of exercise equal to the exercise price, or a combination of a cash payment and surrender of such Stock. 7. Stock Grants. 375 shares of Stock will be granted to each director of PaineWebber who is then eligible to receive such grant on the effective date of the Plan and, beginning in 1995, at the close of business of each Annual Meeting. The foregoing notwithstanding, no director may be granted more than 375 shares during any one calendar year under the Plan. (a) Condition of Grant and Delivery. The grant and delivery of Stock hereunder shall be contingent upon the Participant agreeing to serve as a director of PaineWebber and serving as such through the first meeting of the Board of Directors at or after the date of the grant. As promptly as practicable thereafter, PaineWebber will deliver to the Participant one or more certificates representing the Stock, registered in the name of the Participant (or, if directed by the Participant, in the joint names of the Participant and his or her spouse). - 4 - 8 (b) Rights of the Participant. A Participant granted Stock hereunder will have all of the rights of a holder of the Stock, including the right to receive dividends paid on such Stock and the right to vote such Stock. Upon delivery, such Stock will be non-forfeitable. 8. Deferral of Fees in Deferred Stock. Each director of PaineWebber may elect to defer fees and Stock received in his or her capacity as a director (including annual retainer fees and fees for service on committees or as chairman thereof) under the terms and conditions set forth in this Section 8, provided that such director is eligible to defer fees at the date any such fee is otherwise payable. (a) Deferral Elections. Each director who elects to defer fees and Stock for any calendar year must file an irrevocable written deferral election with the Chief Administrative Officer of PaineWebber Incorporated no later than the June 30 of the preceding year, provided that, with respect to 1994, directors may file such election at any time prior to the effective date of the Plan, and any newly elected or appointed director may file such election not later than 30 days after the date of such election or appointment. Any election of the director shall be deemed to be continuing and therefore applicable to subsequent Plan years unless the director revokes or changes such election by filing a new election form. The election to defer must specify the following: (i) A percentage of the Participant's fees for the year to be deferred under the Plan; (ii) A percentage of the Participant's Stock grant for the year to be deferred under the Plan; (iii) Whether dividend equivalents on amounts credited to the Participant's deferral account will be paid directly to the Participant or credited to his or her deferral account and deemed to be reinvested in Deferred Stock; (iv) The period during which receipt will be deferred; and (v) The date(s) and/or event(s) on which payment(s) will be made and whether in lump sum or installments, provided no such payments shall be made more than ten years after the Participant ceases to be a director. In the event directors' fees or Stock grants are increased during any year, a Participant's deferral election in effect for such year will apply to the amount of such increase. Notwithstanding anything to the contrary in the Plan or any deferral election form, the amounts credited to a Participant's deferral account shall be paid in a single installment promptly following a Change in Control. (b) Crediting of Amounts to Deferral Account. PaineWebber will establish a deferral account for each Participant who elects to defer fees or Stock under this Section 8 and will credit such deferral account with an amount, expressed as Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at the date the deferred fees or Stock would have otherwise been payable equal to - 5 - 9 the amount of such fees or Stock deferred. The amount of Deferred Stock so credited shall include fractional shares carried to three decimal places. The foregoing notwithstanding, if any deferral occurs less than six months after the Participant filed the irrevocable election with respect to such deferral, the amount deferred shall be credited to the Participant's deferral account as cash, accruing deemed interest thereon at the Applicable Federal Rate promulgated under Section 1274(d) of the Code for short-term loans with semiannual compounding, until the date six months plus one day after the date of the irrevocable election, at which time the deferral account will be credited with an amount, expressed as Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at that date equal to the cash amount plus interest then credited to the deferral account (and such cash credits will be eliminated). (c) Payment or Crediting of Dividend Equivalents. Whenever dividends are paid or distributions made with respect to Stock, a Participant shall be entitled to be paid an amount equal in value to the amount of the dividend paid or property distributed on a single share of Stock multiplied by the number of shares of Deferred Stock (including fractions) credited to his or her deferral account as of the record date for such dividend or distribution. Such dividend equivalents shall, in accordance with the Participant's election under Section 8(a), either be paid directly to the Participant or credited to the Participant's deferral account as an amount, in shares of Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at the payment date of the dividend or distribution equal to the value of such dividend equivalents. (d) Vesting. The interest of each Participant in any benefit payable with respect to a deferral account hereunder shall be at all times fully vested and non-forfeitable. (e) Designation of Beneficiary. Each Participant may designate one or more beneficiaries to receive the amounts distributable from the Participant's deferral account under the Plan in the event of such Participant's death, on forms provided by the Chief Administrative Officer of PaineWebber Incorporated. PaineWebber may rely upon the beneficiary designation last filed in accordance with the terms of the Plan. (f) Settlement of Deferral Account. PaineWebber will settle the Participant's deferral account by delivering to the Participant (or his or her beneficiary) the number of shares of Stock equal to the number of whole shares of Deferred Stock credited to the deferral account (or a specified portion in the event of any partial settlement), with cash to be paid in lieu of any fractional share remaining at a time that less than one whole share of Deferred Stock is credited to such deferral account. 9. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange or other similar corporate transaction or event, affects the Stock such that an adjustment is determined by the Board of Directors to be appropriate in order to prevent dilution or enlargement of Participants' rights under the Plan, then the Board of Directors shall, in a manner that is proportionate to the change to the Stock and is otherwise equitable, adjust any or all of (i) the number and kind of shares of Stock reserved for issuance under the Plan, - 6 - 10 (ii) the number and kind of shares of Stock to be subject to each automatic grant of Options and Stock under Sections 6 and 7, (iii) the number and kind of shares of Stock issuable upon exercise of outstanding Options, and/or the exercise price per share thereof (provided that no fractional shares will be issued upon exercise of any Option), and (iv) the number and kind of shares of Stock to be delivered upon settlement of deferral accounts under Section 8. The foregoing notwithstanding, no adjustment may be made hereunder except as shall be necessary to maintain the proportionate interest of a Participant under the Plan and to preserve, without exceeding, the value of outstanding Options and Deferred Stock and potential grants of Options and Stock. If at any date an insufficient number of shares is available for the automatic grant of Options or Stock or the deferral of fees at that date, Stock will first be automatically granted under Section 6 proportionately to Participants, to the extent shares are available, and then, if any shares remain, Options will be automatically granted under Section 7 proportionately to Participants, to the extent shares are available, and then, if any shares remain, fees shall be deferred in the form of Deferred Stock proportionately among Participants under Section 8, to the extent shares are available. 10. Changes to the Plan. The Board of Directors may amend, alter, suspend, discontinue, or terminate the Plan or authority to grant Options or Stock under the Plan without the consent of stockholders or Participants, except that any such action shall be subject to the approval of PaineWebber's stockholders at the Annual Meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, or if the Board of Directors determines in its discretion to seek such stockholder approval; provided that, without the consent of an affected Participant, no such action may impair the rights of such Participant with respect to any previously granted Option or shares of Stock or any previous deferral under the Plan; and provided further, that any Plan provision that specifies the directors who may receive grants of Options or Stock, the amount and price of securities to be granted to such directors, and the timing of grants to such directors, or is otherwise a "plan provision" referred to in Rule 16b-3(c)(2)(ii)(B) under the Exchange Act, shall not be amended more than once every six months, other than to comport with changes in the Code or the rules thereunder. 11. General Provisions. (a) Consideration for Grants; Agreements. Options and Stock shall be granted under the Plan in consideration of the services of Participants and, except for the payment of the exercise price in the case of an Option, no other consideration shall be required therefor. Grants of Options will be evidenced by agreements executed by PaineWebber and the Participant containing the terms and conditions set forth in the Plan together with such other terms and conditions not inconsistent with the Plan as the Board of Directors may from time to time approve. (b) Compliance with Laws and Obligations. PaineWebber shall not be obligated to issue or deliver Stock in connection with any Option, any grant of Stock, or settlement of any deferral account in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any state securities law, any requirement under any listing agreement between PaineWebber and the New York Stock Exchange or any other national securities exchange or automated quotation system, or subject to any other law, regulation, or contractual obligation, until PaineWebber is satisfied that such laws, regulations, and other obligations of - 7 - 11 PaineWebber have been complied with in full. Certificates representing shares of Stock delivered under the Plan will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations, and other obligations of PaineWebber, including any requirement that a legend or legends be placed thereon. (c) Non-transferability. Options, Deferred Stock, and any other right under the Plan that may constitute a "derivative security" as generally defined in Rule 16a-1(c)(3) under the Exchange Act shall not be transferable by a Participant except by will or the laws of descent and distribution (or to a designated beneficiary in the event of a Participant's death), and shall be exercisable during the lifetime of a Participant only by such Participant or his or her guardian or legal representative. (d) Compliance with Rule 16b-3. It is the intent of PaineWebber that this Plan comply in all respects with applicable provisions of Rule 16b-3 under the Exchange Act in connection with any grant of Options or Stock or deferral of fees in the form of Deferred Stock to or by a Participant. Accordingly, if any provision of this Plan or any agreement hereunder does not comply with the requirements of Rule 16b-3 as then applicable to any such Participant, or would cause any Participant to no longer be deemed a "disinterested person" within the meaning of Rule 16b-3, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements with respect to such Participant. In addition, the Board of Directors shall have no authority to make any amendment, alteration, suspension, discontinuation, or termination of the Plan or any agreement hereunder or take other action if and to the extent such authority would cause a Participant's transactions under the Plan not to be exempt, or Participants no longer to be deemed "disinterested persons," under Rule 16b-3 under the Exchange Act. (e) Future Service as an Employee. If a Participant ceases serving as a director and, immediately thereafter, he or she is employed by PaineWebber or any subsidiary, then, solely for purposes of Sections 6(b) and (c) of the Plan, such Participant shall not be deemed to have ceased service as a director at that time, and his or her continued employment by PaineWebber or any subsidiary shall be deemed to be continued service as a director; provided that such former director shall not be eligible for additional grants of Options or Stock or deferrals under the Plan. (f) No Right to Continue as a Director. Nothing contained in the Plan or any agreement hereunder shall confer upon any Participant any right to continue to serve as a director of PaineWebber. (g) No Stockholder Rights Conferred. Nothing contained in the Plan or any agreement hereunder shall confer upon any Participant any rights of a stockholder of PaineWebber unless and until shares of Stock are in fact issued to such Participant upon the valid exercise of an Option or delivered under Section 7 or upon settlement of deferral accounts under Section 8. (h) Governing Law. The validity, construction, and effect of the Plan and any agreement hereunder shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law. - 8 - 12 12. Effective Date and Duration of Plan. The Plan shall become effective upon approval by PaineWebber stockholders. Unless earlier terminated by action of the Board of Directors, the Plan shall remain in effect until such time as no Stock remains available for issuance under the Plan and PaineWebber has no further rights or obligations under the Plan with respect to outstanding Options or Deferred Stock under the Plan. - 9 - EX-4.2 3 FORM OF STOCK OPTION AGREEMENT 1 Exhibit 4.2 PAINE WEBBER GROUP INC. - ------------------------------------------------------------------------------- Non-Employee Directors' Stock Option Agreement - ------------------------------------------------------------------------------- Under the Paine Webber Group Inc. Non-Employee Directors' Stock Plan (the "Plan"), Paine Webber Group Inc. has granted to you, the Participant, the option to purchase the number of shares of Paine Webber Group Inc. common stock, par value of $1.00 per share ("Common Stock"), indicated below at the price per share indicated below (the "Option"). This Cover Page is the first page of the Stock Option Agreement under the Plan (the "Agreement"), which describes in detail your rights with respect to the Option granted to you hereby and which constitutes a legal agreement between you and Paine Webber Group Inc. 1. PARTICIPANT: Name -------------------------------------------------------------- Address ----------------------------------------------------------- Social Security Number --------------------------------------------- 2. TYPE OF OPTION: The Option is a non-qualified stock option. 3. GRANT OF OPTION: Date of Grant May 5, 1994 ------------------------------------------------------ Number of Shares 15,000 --------------------------------------------------- Exercise Price per Share $ -------------------------------------- IN WITNESS WHEREOF, both Paine Webber Group Inc. and the Participant agree to be bound by the terms and provisions of this Agreement, as of the date noted below. PAINE WEBBER GROUP INC. Date: By: ---------------- --------------------------- Title: PARTICIPANT ---------------------------------- Signature 2 A. INCORPORATION OF PLAN TERMS AND PROVISIONS All of the terms and provisions of the Plan applicable to Options are hereby incorporated by reference and shall be of the same force and effect as if set forth at length herein. B. EXERCISING THE OPTION To exercise all or any part of the Option, you must given written notice to Paine Webber Group Inc. ("PWG"). That notice should be sent or delivered to: Paine Webber Group Inc. 1285 Avenue of the Americas New York, New York 10019 Attention: Ronald Schwartz Executive Vice President and Chief Administrative Officer This notice should refer to this Option (by the date of grant), and the notice should include the following information: 1. The number of shares of Common Stock for which the Option is being exercised. 2. The name or names of the persons in whose names the stock certificate for the shares should be registered. 3. The address to which the stock certificate should be sent. In addition to your notice, you must include a check payable to "Paine Webber Group Inc." for the total exercise price of the number of shares to be acquired under the Option. If you are electing to use Common Stock which you already own as payment of all or part of the exercise price, you should enclose the stock certificate representing those shares accompanied by an executed stock power. The shares of Common Stock used as payment of the exercise will be valued as of the day the shares are received by PWG. After the Option is exercised, a certificate or certificates for the number of shares of Common Stock purchased will be issued in the denominations and registered in the names of the persons you had indicated in your notice. The certificates representing these shares will be sent to you. - 2 - 3 C. NONTRANSFERABILITY OF OPTION DURING LIFETIME During your lifetime, you are the only one who can exercise the Option. Also, the Option and all of the rights associated with it cannot be assigned or transferred during your lifetime. In order to exercise the Option upon your death, the persons who acquire the right to exercise the Option must prove to the satisfaction of PWG that they have duly acquired the Option. In addition, they must prove to the satisfaction of PWG that they have paid (or have provided for payment of) any taxes, such as estate, transfer, inheritance or death taxes, payable with respect to the Option or to the shares to which it relates. D. MISCELLANEOUS This Agreement is binding on you and your executors, administrators, heirs and personal and legal representatioves and on PWG and its successors or assigns. The laws of the State of Delaware will control the interpretation and enforcement of this Agreement. This Agreement, including the Cover Page and the Plan, contains the entire agreement and all terms between you and PWG with respect to the Option, and there are no other understandings, warranties, or representations with respect to the Option. If there are any conflicts between the terms of the Plan and this Agreement, the Plan will prevail. - 3 - EX-4.3 4 FORM OF NOTICE OF GRANT 1 Exhibit 4.3 PAINE WEBBER GROUP INC. - ------------------------------------------------------------------------------- Non-Employee Directors' Stock Plan Notice of Stock Grant - ------------------------------------------------------------------------------- Under the Paine Webber Group Inc. Non-Employee Directors' Stock Plan (the "Plan"), Paine Webber Group Inc. has granted to you, the Participant, 375 shares of Paine Webber Group Inc. common stock, par value of $1.00 per share. This grant is subject to all of the terms and provisions of the Plan. In addition, this grant is subject to deferral in accordance with the terms of the Plan and any deferral election filed by you with Paine Webber Group Inc. and in effect at the date of grant. 1. PARTICIPANT: Name --------------------------------------------------------------- Address ------------------------------------------------------------- Social Security Number ---------------------------------------------- 2. DATE OF GRANT: May 5, 1994 --------------------------------------------------------------------- PAINE WEBBER GROUP INC. Date: By: ---------------- --------------------------- Title: EX-4.4 5 FORM OF DEFERRAL ELECTION 1 Exhibit 4.4 PAINE WEBBER GROUP INC. 1994 Non-Employee Directors' Stock Plan - ------------------------------------------------------------------------------- DEFERRAL ELECTION FORM FOR 1994 STOCK GRANT AND BALANCE OF 1994 FEES - ------------------------------------------------------------------------------- This Form Must Be Filed Before MAY 5, 1994 This Deferral Election Form sets forth my irrevocable election under the 1994 Non-Employee Directors' Stock Plan to defer shares and cash compensation specified below in the form of Deferred Stock, subject to the terms, definition of terms, and conditions of the Plan which are incorporated herein by reference. 1994 STOCK GRANT OF 375 SHARES o _________ % of the total 375 share grant * is to be deferred and credited as Deferred Stock to my deferral account, BALANCE OF 1994 FEES FOR BOARD AND COMMITTEE SERVICE IN CALENDAR 1994 o _________ % of such fees otherwise payable after May 5th, 1994 in cash are to be deferred and credited to my deferral account in Deferred Stock DIVIDEND EQUIVALENTS o _________ % of the dividend equivalents on 1994 Deferred Stock in my deferral account are to be credited to my deferral account for reinvestment in additional Deferred Stock, and o _________ % of the dividend equivalents on 1994 Deferred Stock in my deferral account are to be paid directly to me __________________________________ * Any fraction of a share will be rounded up to a full share. 2 MY PERIOD OF DEFERRAL SHALL EXPIRE AT THE EARLIEST TIME SPECIFIED BELOW (complete any that apply): _________ Upon my retirement or other cessation of service as a Director of Paine Webber Group Inc., in which case I elect to receive the shares of 1994 Deferred Stock credited to my deferral account as follows (check one): _______ 100% of the shares (check one) _______ as promptly as practicable after such event, or _______ on the January 1st after such event; or _______ Commencement of ______ annual installment payments* (up to 10 annual installment payments permitted) (check one) _______ as of 30 days after such event, or _______ as of the January 1st after such event. OR _________ In January of ______ (year), I elect to receive _____% of the 1994 Deferred Stock credited to my deferral account*, _________ In January of ______ (year), I elect to receive _____% of the 1994 Deferred Stock credited to my deferral account*, and _________ I elect to receive any remaining Deferred Stock in my deferral account in the January after my retirement or other cessation of service as a Director of Paine Webber Group Inc., in which case I elect to receive settlement of my Deferral Account as follows (check one): _______ 100% of the shares (check one) _______ as promptly as practicable after such event, or _______ on the January 1st after such event; or _______ Commencement of ______ annual installment payments* (up to 10 installment payments permitted) (check one) _______ as of 30 days after such event, or _______ as of the January 1st after such event. Irrespective of the above elections regarding the timing of share delivery, all Deferred Stock credited to my deferral account will be delivered to me in the event of a change in control or to my estate or designated beneficiaries in the event of my death. __________________________________ * Any fraction of a share will be paid in cash. 3 ACKNOWLEDGEMENT BY DIRECTOR Signature of Director --------------------------------- Printed Name of Director --------------------------------- Social Security Number --------------------------------- Date --------------------------------- AGREEMENT OF PAINE WEBBER GROUP INC. Paine Webber Group Inc. hereby acknowledges receipt of this Deferral Election Form and agrees that it has been validly filed. PAINE WEBBER GROUP INC. Name --------------------------------- Title --------------------------------- Date Received --------------------------------- 4 PAINE WEBBER GROUP INC. 1994 Non-Employee Directors' Stock Plan - ------------------------------------------------------------------------------- DEFERRAL ELECTION FORM FOR STOCK GRANTS AND FEES TO BE EARNED IN 1995 AND THEREAFTER* - ------------------------------------------------------------------------------- This Form Must Be Filed Before JUNE 30, 1994 This Deferral Election Form sets forth my irrevocable election under the 1994 Non-Employee Directors' Stock Plan to defer shares and cash compensation specified below in the form of Deferred Stock, subject to the terms, definition of terms, and conditions of the Plan which are incorporated herein by reference. ANNUAL STOCK GRANTS OF 375 SHARES o ______ % of the total annual 375 share grant** is to be deferred and credited as Deferred Stock to my deferral account. ANNUAL FEES FOR BOARD AND COMMITTEE SERVICE o ______ % of such annual fees otherwise payable currently in cash are to be deferred and credited to my deferral account in Deferred Stock. DIVIDEND EQUIVALENTS o ______ % of the dividend equivalents on Deferred Stock in my deferral account are to be credited to my deferral account for reinvestment in additional Deferred Stock, and o ______ % of the dividend equivalents on Deferred Stock credited to my deferral account are to be paid directly to me. - ------------------------- * Until changed or revoked by future filing. ** Any fraction of a share will be rounded up to a full share. 5 MY PERIOD OF DEFERRAL SHALL EXPIRE AT THE EARLIEST TIME SPECIFIED BELOW (complete any that apply): ______ Upon my retirement or other cessation of service as a Director of Paine Webber Group Inc., in which case I elect to receive the shares of Deferred Stock credited to my deferral account as follows (check one): _____ 100% of the shares (check one) ______ as promptly as practicable after such event, or ______ on the January 1st after such event; or _____ Commencement of ______ annual installment payments* (up to 10 annual installment payments permitted) (check one) ______ as of 30 days after such event, or ______ as of the January 1st after such event. OR ______ In January of _________ (year), I elect to receive _____% of the Deferred Stock credited to my deferral account*, ______ In January of ____(year), I elect to receive _____% of the Deferred Stock credited to my deferral account*, and/or ______ I elect to receive any remaining Deferred Stock in my deferral account after my retirement or other cessation of service as a Director of Paine Webber Group Inc., in which case I elect to receive settlement of my Deferral Account as follows (check one): _____ 100% of the shares (check one) ______ as promptly as practicable after such event, or ______ on the January 1st after such event; or _____ Commencement of ______ annual installment payments* (up to 10 installment payments permitted) (check one) ______ as of 30 days after such event, or ______ as of the January 1st after such event. Irrespective of the above elections regarding the timing of share delivery, all Deferred Stock credited to my deferral account will be delivered to me in the event of a change in control or to my estate or designated beneficiaries in the event of my death. - ------------------------- * Any fraction of a share will be paid in cash. 6 ACKNOWLEDGEMENT BY DIRECTOR Signature of Director ------------------------------- Printed Name of Director ------------------------------- Social Security Number ------------------------------- Date ------------------------------- AGREEMENT OF PAINE WEBBER GROUP INC. Paine Webber Group Inc. hereby acknowledges receipt of this Deferral Election Form and agrees that it has been validly filed. PAINE WEBBER GROUP INC. Name ----------------------------------- Title ----------------------------------- Date Received ----------------------------------- EX-5 6 OPINION OF THEODORE A. LEVINE 1 EXHIBIT 5 May 5, 1994 Board of Directors Paine Webber Group Inc. 1285 Avenue of the Americas New York, New York 10019 RE: Registration Statement On Form S-8 Non-Employee Directors' Stock Plan Dear Sirs: In connection with the registration statement on Form S-8 of Paine Webber Group Inc., a Delaware corporation (the "Company"), being filed with the Securities and Exchange Commission on about May 5, 1994 and relating to the offering of shares of the Company's common stock, par value $1 per share (the "Stock"), under the Company's Non-Employee Directors' Stock Plan (the "Plan"), I have examined the Company's corporate records, certificates and other documents and instruments and have considered such questions of law as I deemed necessary to render this opinion. On the basis of the foregoing, I am of the opinion that, under the laws of the State of Delaware, the Stock has been duly authorized and, when issued and paid for pursuant to the Plan, will be legally issued, fully paid and nonassessable. I consent to the filing of this opinion as an exhibit to the above-mentioned registration statement. Very truly yours, Theodore A. Levine General Counsel EX-24.1 7 CONSENT OF ERNST & YOUNG 1 EXHIBIT 24.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in "Item 3., Incorporation of Documents by Reference", in the Registration Statement (Form S-8) and under the caption "Experts" in the related Plan Information Statement of Paine Webber Group Inc. for the registration of 200,000 shares of its common stock and to the incorporation by reference therein of our report dated Janaury 24, 1994, except for the note as to the subsequent event for which the date is February 3, 1994, with respect to the consolidated financial statements and schedules of Paine Webber Group Inc. included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. New York, New York May 5, 1994 -----END PRIVACY-ENHANCED MESSAGE-----