CHIR

CHIRON CORPORATION

AMENDED AND RESTATED BYLAWS

INDEX

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<S> <C> <C>
ARTICLE I OFFICES AND OTHER ARRANGEMENT . . . . . . . . . . . . . . .1
1.1 Registered Office . . . . . . . . . . . . . . . . . . . . .1
1.2 Other Offices . . . . . . . . . . . . . . . . . . . . . . .1
1.3 Governance Agreement. . . . . . . . . . . . . . . . . . . .1

ARTICLE II MEETINGS OF STOCKHOLDERS. . . . . . . . . . . . . . . . . .2
2.1 Place . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.2 Annual Meetings . . . . . . . . . . . . . . . . . . . . . .2
2.3 Annual Meeting Notice . . . . . . . . . . . . . . . . . . .2
2.4 List of Stockholders Entitled to Vote . . . . . . . . . . .2
2.5 Special Meetings. . . . . . . . . . . . . . . . . . . . . .3
2.6 Special Meeting Notice. . . . . . . . . . . . . . . . . . .3
2.7 Special Meeting Business. . . . . . . . . . . . . . . . . .3
2.8 Quorum and Adjourned Meetings . . . . . . . . . . . . . . .3
2.9 Votes Required. . . . . . . . . . . . . . . . . . . . . . .4
2.10 Voting. . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.11 Consent to Shareholder Action . . . . . . . . . . . . . . .5
2.12 Nomination of Directors . . . . . . . . . . . . . . . . . .5
2.13 Stockholder Proposals . . . . . . . . . . . . . . . . . . .6

ARTICLE III BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . .6
3.1 Number, Tenure and Qualification. . . . . . . . . . . . . .6
3.2 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . .7
3.3 Powers. . . . . . . . . . . . . . . . . . . . . . . . . . .7
3.4 Place of Meetings . . . . . . . . . . . . . . . . . . . . .8
3.5 First Meeting . . . . . . . . . . . . . . . . . . . . . . .8
3.6 Regular Meetings. . . . . . . . . . . . . . . . . . . . . .8
3.7 Special Meetings. . . . . . . . . . . . . . . . . . . . . .8
3.8 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . .9
3.9 Action without Meeting. . . . . . . . . . . . . . . . . . .9
3.10 Participation by Telephone. . . . . . . . . . . . . . . . .9
3.11 Committees. . . . . . . . . . . . . . . . . . . . . . . . 10
3.12 Committee Minutes . . . . . . . . . . . . . . . . . . . . 10
3.13 Compensation of Directors . . . . . . . . . . . . . . . . 10
3.14 Removal of Directors. . . . . . . . . . . . . . . . . . . 11
3.15 Approval Required for Certain Actions . . . . . . . . . . 11
3.16 Strategic Planning Process. . . . . . . . . . . . . . . . 11
3.17 Operating Planning Process. . . . . . . . . . . . . . . . 11

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3.18 Measurement Standards . . . . . . . . . . . . . . . . . . 12

ARTICLE IV NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.1 Delivery. . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE V OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1 Number. . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.2 Appointment . . . . . . . . . . . . . . . . . . . . . . . 13
5.3 Other Officers. . . . . . . . . . . . . . . . . . . . . . 13
5.4 Salaries. . . . . . . . . . . . . . . . . . . . . . . . . 13
5.5 Term; Vacancies . . . . . . . . . . . . . . . . . . . . . 14
5.6 Chairman. . . . . . . . . . . . . . . . . . . . . . . . . 14
5.7 Vice Chairman . . . . . . . . . . . . . . . . . . . . . . 14
5.8 President . . . . . . . . . . . . . . . . . . . . . . . . 14
5.9 Execution of Documents. . . . . . . . . . . . . . . . . . 14
5.10 Vice President. . . . . . . . . . . . . . . . . . . . . . 15
5.11 Secretary . . . . . . . . . . . . . . . . . . . . . . . . 15
5.12 Assistant Secretary . . . . . . . . . . . . . . . . . . . 16
5.13 Treasurer . . . . . . . . . . . . . . . . . . . . . . . . 16
5.14 Disbursement of Funds; Reports. . . . . . . . . . . . . . 16
5.15 Bond. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.16 Assistant Treasurer . . . . . . . . . . . . . . . . . . . 17

ARTICLE VI CERTIFICATES OF STOCK . . . . . . . . . . . . . . . . . . 17
6.1 Certificate of Stock. . . . . . . . . . . . . . . . . . . 17
6.2 Facsimile Signatures. . . . . . . . . . . . . . . . . . . 18
6.3 Lost Certificates . . . . . . . . . . . . . . . . . . . . 19
6.4 Transfer of Stock . . . . . . . . . . . . . . . . . . . . 19
6.5 Fixing Record Date. . . . . . . . . . . . . . . . . . . . 19
6.6 Registered Stockholders . . . . . . . . . . . . . . . . . 20

ARTICLE VII GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . 20
7.1 Dividends . . . . . . . . . . . . . . . . . . . . . . . . 20
7.2 Reserves. . . . . . . . . . . . . . . . . . . . . . . . . 21
7.3 Checks. . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.4 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . 21
7.5 Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.6 Indemnification . . . . . . . . . . . . . . . . . . . . . 21
7.7 Books and Records . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VIII AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . 23

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AMENDED AND RESTATED BYLAWS

OF

CHIRON CORPORATION


ARTICLE I

OFFICES AND OTHER ARRANGEMENT


1.1 REGISTERED OFFICE. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

1.3 GOVERNANCE AGREEMENT. The Corporation is party to that certain
Governance Agreement dated as of November 20, 1994 (as the same shall be amended
from time to time, the "Governance Agreement") among CIBA-GEIGY Limited, a
corporation organized under the laws of Switzerland, Ciba-Geigy Corporation, a
New York corporation, and the Corporation. The Governance Agreement contains
certain provisions regarding the ongoing governance and operations of the
Corporation, which are incorporated in these Bylaws as provided below. All
capitalized terms used in these Bylaws and not otherwise defined herein shall
have the meanings assigned to them in the Governance Agreement.


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ARTICLE II


MEETINGS OF STOCKHOLDERS


2.1 PLACE. All meetings of the stockholders for the election of
directors shall be held in the City of Emeryville, State of California, at such
place as may be fixed from time to time by the Board of Directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 ANNUAL MEETINGS. Annual meetings of stockholders shall be held on
the third Thursday in May if not a legal holiday, and, if a legal holiday, then
on the next secular day following, at 10:00 A.M., or such other date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which the stockholders shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.

2.3 ANNUAL MEETING NOTICE. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.

2.4 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has
charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder

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and the number of shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to
be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

2.5 SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be
called by the President or Secretary at the request in writing of a majority
of the Board of Directors. Such request shall state the purpose or purposes
of the proposed meeting.

2.6 SPECIAL MEETING NOTICE. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

2.7 SPECIAL MEETING BUSINESS. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

2.8 QUORUM AND ADJOURNED MEETINGS. The holders of a majority of
the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise
provided by statute or by the certificate of

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incorporation. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat
who are present in person or represented by proxy shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

2.9 VOTES REQUIRED. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, provided, however, that the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy and
actually voting on the merits of the question and not abstaining or
withholding authority to vote shall decide the election of any director and
any question submitted for a vote by act of the Board of Directors, pursuant
to Section 3.8 of the Bylaws provided, further, however, that if the question
is one upon which by express provision of law or of the Certificate of
Incorporation or these Bylaws, a different vote is required, such express
provision shall govern and control the decision of such question.

2.10 VOTING. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person

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or by proxy for each share of the capital stock having voting power held by
such stockholder, but no proxy shall be voted on after three (3) years from
its date, unless the proxy provides for a longer period.

2.11 CONSENT TO SHAREHOLDER ACTION. Unless otherwise provided in
the Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

2.12 NOMINATION OF DIRECTORS. Nominations for election to the Board
of Directors must be made by the Board of Directors or by any stockholder of
any outstanding class of capital stock of the Corporation entitled to vote
for the election of directors. Nominations, other than those made by the
Board of Directors of the Corporation, must be preceded by notification in
writing in fact received by the Secretary of the Corporation not less than
twenty (20) days prior to any meeting of stockholders called for the election
of directors. Such notification shall contain the written consent of each
proposed nominee to serve as a director if so elected and the following
information as to each proposed nominee and as to each person, acting alone
or in conjunction with one or more other persons as a partnership, limited
partnership,

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syndicate or other group, who participates or is expected to participate in
making such nomination or in organizing, directing or financing such
nomination or solicitation of proxies to vote for the nominee.

2.13 STOCKHOLDER PROPOSALS. Proposals regarding matters other than
nomination of directors and other than those made by the Board of Directors
of the Corporation, must be preceded by notification in writing in fact
received by the Secretary of the Corporation not less than twenty (20) days
prior to any annual meeting of stockholders. Such notification shall contain
the following information as to the proposed action:

(a) a description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting,

(b) the name and address as they appear on the corporation's books of
the stockholder proposing such business,

(c) the class and number of shares of the corporation which are
beneficially owned by such stockholder, and

(d) any material interest of such stockholder in such business.

The presiding officer of the meeting shall have the authority to
determine and declare to the meeting that a matter not preceded by
notification made in accordance with the foregoing procedure shall be
disregarded.


ARTICLE III


BOARD OF DIRECTORS


3.1 NUMBER, TENURE AND QUALIFICATION. The number of directors which
shall constitute the whole board shall be eleven (11); provided, however, that
the number of

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directors shall be increased to twelve (12) effective as of May 14, 1999, and
provided further, however, that the number of directors shall be reduced to
eleven (11) effective as of the date upon which is held the first annual
general meeting of stockholders at which directors are elected in or after
the year 2000.* Section 2.01 of the Governance Agreement sets forth certain
provisions regarding the number, tenure and qualification of directors, which
provisions are incorporated herein and made a part of these Bylaws. Subject
to said Section 2.01 and except as otherwise provided in Section 3.2 of this
Article III, the number of directors shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting of the
stockholders, and each director elected shall hold office until his or her
successor is elected and qualified or until his earlier resignation, removal
from office, death or incapacity. Directors need not be stockholders.
[*AMENDED AS OF MAY 14, 1999]

3.2 VACANCIES. Section 2.01 of the Governance Agreement sets forth
certain provisions regarding filling vacancies and newly created
directorships on the Board of Directors, which provisions are incorporated
herein and made a part of these Bylaws. All vacancies and newly created
directorships shall be filled in accordance with the terms of said Section
2.01.

3.3 POWERS. The business of the Corporation shall be managed by or
under the direction of its Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these Bylaws directed
or required to be exercised or done by the stockholders.

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3.4 PLACE OF MEETINGS. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the
State of Delaware.

3.5 FIRST MEETING. The first meeting of each newly elected Board
of Directors shall be held at such time and place as shall be fixed by the
vote of the stockholders at the annual meeting and no notice of such meeting
shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first
meeting of the newly elected Board of Directors, or in the event such meeting
is not held at the time and place so fixed by the stockholders, the meeting
may be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the directors.

3.6 REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice of such time and at such place as shall from time
to time be determined by the Board.

3.7 SPECIAL MEETINGS. Special meetings of the Board may be called
by the President on four (4) days' notice to each director by mail or
forty-eight (48) hours' notice to each director either personally or by
telegram; special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of two (2) directors
unless the Board consists of only one director, in which case special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of the sole director.

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3.8 QUORUM. At all meetings of the Board a majority of the
authorized number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except
as may be otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board
of Directors, the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum shall be present.

3.9 ACTION WITHOUT MEETING. (a) Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or
committee.

(b) Section 2.03(d) of the Governance Agreement sets forth
certain provisions regarding the requirement that action by the committees of
the Board of Directors be taken at a meeting thereof, which provisions are
incorporated herein and made a part of these Bylaws.

3.10 PARTICIPATION BY TELEPHONE. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting

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can hear each other, and such participation in a meeting shall constitute
presence in person at the meeting.

3.11 COMMITTEES. Section 2.03 of the Governance Agreement provides
that the following committees of the Board of Directors shall be formed and
administered (i) an Audit Committee; (ii) a Nominating Committee; (iii) a
Strategic Planning Committee; (iv) a Compensation Committee; and (v) a Stock
Option Plan Administration Committee. Such committees of the Board of
Directors shall be formed, maintained and administered in accordance with the
terms of said Section 2.03 of the Governance Agreement, which provisions are
incorporated herein and made a part of these Bylaws. All committees of the
Board of Directors not specifically provided for in said Section 2.03 shall
be constituted in accordance with Section 2.03(c) of the Governance Agreement.

3.12 COMMITTEE MINUTES. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.

3.13 COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the authority to fix the compensation of directors. The directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.

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3.14 REMOVAL OF DIRECTORS. Section 2.01 of the Governance Agreement
sets forth certain provisions regarding the number, tenure and qualification
of directors, which provisions are incorporated herein and made a part of
these Bylaws. Subject to said Section 2.01 and unless otherwise restricted
by the Certificate of Incorporation or by these Bylaws, any director or the
entire Board of Directors may be removed, with or without cause, by the
holders of a majority of shares entitled to vote at an election of directors.

3.15 APPROVAL REQUIRED FOR CERTAIN ACTIONS. Section 2.04 of the
Governance Agreement sets forth certain approval rights for Ciba and the
Investor Directors with respect to certain actions proposed to be taken or
affected by the Corporation or any of its Subsidiaries. Neither the
Corporation nor any of its Subsidiaries shall take or effect any of such
actions without having first obtained such approvals.

3.16 STRATEGIC PLANNING PROCESS. Section 2.10 of the Governance
Agreement sets forth certain provisions regarding the preparation from time
to time of a three-year Strategic Plan by the management of the Corporation
and the consideration and approval of such Strategic Plan by the Board of
Directors, which provisions are incorporated herein and made a part of these
Bylaws.

3.17 OPERATING PLANNING PROCESS. Section 2.11 of the Governance
Agreement sets forth certain provisions regarding the preparation from time
to time of an Operating Plan by the management of the Corporation and the
consideration and approval of such Operating Plan by the Board of Directors,
which provisions are incorporated herein and made a part of these Bylaws.

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3.18 MEASUREMENT STANDARDS. Section 2.12 of the Governance
Agreement sets forth certain provisions regarding the adoption of Measurement
Standards by the Board of Directors for each fiscal year. In addition, such
Section 2.12 sets forth certain provisions regarding approval rights and
procedures to be followed in the event that Measurement Standards shall not
have been approved by the Board of Directors in a timely manner or in the
event that the Measurement Standards shall not have been met at any time by
the Corporation. Said provisions are incorporated herein and made a part of
these Bylaws.


ARTICLE IV


NOTICES

4.1 DELIVERY. Whenever, under the provisions of the statutes or of
the Certificate of Incorporation or of these Bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail addressed
to such director or stockholder at his address as it appears on the records
of the Corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram.

4.2 WAIVER. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

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ARTICLE V


OFFICERS


5.1 NUMBER. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President and a Secretary. The Board of
Directors may elect from among its members a Chairman of the Board and a Vice
Chairman of the Board. The Board of Directors may also choose one or more
Vice Presidents, Assistant Secretaries, Treasurers, and Assistant Treasurers.
Any number of offices may be held by the same person, unless the Certificate
of Incorporation or these Bylaws otherwise provide.

5.2 APPOINTMENT. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a President and a Secretary
and may choose a Vice President and a Treasurer. Nothing in these Bylaws
shall limit the authority of the Board of Directors to determine from time to
time the powers and duties of any officer, employee or agent of the
Corporation.

5.3 OTHER OFFICERS. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices
for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

5.4 SALARIES. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

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5.5 TERM; VACANCIES. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the Corporation may only be filled by the Board of
Directors.

5.6 CHAIRMAN. The Chairman of the Board, if any, shall preside at
all meetings of the Board of Directors at which the Chairman shall be
present. The Chairman shall have and may exercise such powers as are, from
time to time, assigned to the Chairman by the Board of Directors and as may
be provided by law.

5.7 VICE CHAIRMAN. The Vice Chairman shall have and may exercise
such powers as are from time to time assigned to the Vice Chairman by the
Board of Directors. In the absence of the Chairman of the Board, the Vice
Chairman of the Board shall preside at all meetings of the Board of Directors
at which the Vice Chairman shall be present.

5.8 PRESIDENT. The President shall be the Chief Executive Officer
of the Corporation and may exercise such powers as are, from time to time,
assigned to the President by the Board of Directors.

5.9 EXECUTION OF DOCUMENTS. The President shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the

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signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

5.10 VICE PRESIDENT. In the absence of the President or in the
event that the President is unable or refuses to act, the Vice President, if
any (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their election), shall
perform the duties of the President, and when so acting, shall have all of
the powers of and be subject to all of the restrictions upon the President.
The Vice President shall perform such other duties and shall have such other
powers as the President may from time to time prescribe.

5.11 SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, under whose supervision the Secretary
shall be. The Secretary shall have custody of the corporate seal of the
Corporation and the Secretary, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the Secretary's signature or by the signature
of such Assistant Secretary. The Board of

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Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by such officer's signature.

5.12 ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board
of Directors (or if there be no such determination, then in order of their
election) shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such
other powers as the President may from time to time prescribe.

5.13 TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the Board of
Directors.

5.14 DISBURSEMENTS OF FUNDS; REPORTS. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

5.15 BOND. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond (which shall be renewed every six years) in
such sum and with sure surety or sureties as shall be satisfactory to the
Board of Directors for the faithful

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performance of the duties of that office and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property
of whatever kind in possession or under control of the Treasurer belonging to
the Corporation.

5.16 ASSISTANT TREASURER. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by
the Board of Directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the Treasurer or in the
event of the Treasurer's inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and shall perform such other powers as
the President may from time to time prescribe.

ARTICLE VI


CERTIFICATES OF STOCK


6.1 CERTIFICATE OF STOCK. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman or Vice Chairman of the Board of Directors, or
the President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation.

Certificates may be issued for partly paid shares and in such case
upon the face or back of the certificates issued to represent any such partly
paid shares, the total

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amount of the consideration to be paid therefor, and the amount paid thereon
shall be specified.

If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

6.2 FACSIMILE SIGNATURES. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar as of
the date of issue.

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6.3 LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the Board
of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such owner's legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

6.4 TRANSFER OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

6.5 FIXING RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors

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may fix, in advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. The record date for determining
stockholders entitled to give consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall
be the day on which the first written consent is given. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.

6.6 REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the
owner of shares and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.


ARTICLE VII


GENERAL PROVISIONS


7.1 DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

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7.2 RESERVES. Before payments of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation,
or for such other purposes as the directors shall think conducive to the
interest of the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

7.3 CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

7.4 FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

7.5 SEAL. The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the Corporation and the year of its
organization. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

7.6 INDEMNIFICATION. The Corporation shall indemnify to the full
extent permitted by, and in the manner permissible under, the laws of the
State of Delaware any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person, his testator or
intestate is or was a director of the Corporation or any

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predecessor of the Corporation or served any other enterprise as a director
or officer at the request of the Corporation or any predecessor of the
Corporation. Expenses incurred by a director of the Corporation in defending
a civil or criminal action, suit or proceeding by reason of the fact that
such director is or was a director of the Corporation (or was serving at the
Corporation's request as a director or officer of another corporation) shall
be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director to repay such amount if it shall ultimately be determined that
such director is not entitled to be indemnified by the Corporation as
authorized by relevant sections of the General Corporation Law of Delaware.

The foregoing provisions of this Article VII shall be deemed to be a
contract between the Corporation and each director who serves in such
capacity at any time while this Bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought based in whole
or in part upon any such state of facts.

The Board of Directors in its discretion shall have power on behalf of
the Corporation to indemnify any person, other than a director, made a party
to any action, suit or proceeding by reason of the fact that such person, his
testator or intestate, is or was an officer or employee of the Corporation.

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The foregoing rights of indemnification shall not be deemed exclusive
of any other right to which any director may be entitled apart from the
provisions of this Article VII.

7.7 BOOKS AND RECORDS. Any stockholder or any director shall have
the right to inspect the books and records of the Corporation to the full
extent permitted by, and subject to the terms and conditions of, the General
Corporation Law of Delaware.


ARTICLE VIII


AMENDMENTS


8.1 These Bylaws may be altered, amended or repealed or new bylaws
may be adopted by the stockholders or by the Board of Directors, when such
power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal bylaws. Notwithstanding any provision
in these Bylaws to the contrary, in no event so long as the Governance
Agreement shall be in effect shall any provision of these Bylaws be altered,
amended or repealed or new bylaws adopted by the stockholders or by the Board
of Directors in a manner that would be inconsistent with the terms and
conditions of the Governance Agreement.


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