Exhibit 3.4

                              CERTIFICATE OF TRUST
                                       OF
                         UBS PREFERRED FUNDING TRUST VI
                         ------------------------------


     THIS Certificate of Trust of UBS Preferred Funding Trust VI (the "Trust"),
is being duly executed and filed by the undersigned, as trustee, to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801
et seq.) (the "Act").

       (i) Name.  The name of the statutory trust formed hereby is UBS Preferred
Funding Trust VI.

      (ii) Delaware Trustee.  The name and business address of the trustee of
the Trust in the State of Delaware are Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

     (iii) Effective Date.  This Certificate of Trust shall be effective on
March 22, 2006.

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a) of the Act.



                                         WILMINGTON TRUST COMPANY, as
                                         trustee


                                         By: /s/ W. Thomas Morris, II
                                             --------------------------------
                                         Name:   W. Thomas Morris, II
                                         Title:  Assistant Vice President