VRX

RESTATED CERTIFICATE OF INCORPORATION
OF
ICN MERGER CORP.

PURSUANT TO SEC. 102 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

The undersigned, in order to form a corporation pursuant to Section 102 of
the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: The name of the Corporation is

ICN Merger Corp.

SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, Delaware 19801. The name of its registered
agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have the authority to issue is One Hundred and Ten
Million Shares (110,000,000) shares divided into two classes of which Ten
Million (10,000,000) shares, par value $.01 per share, shall be designated
Preferred Stock and One Hundred Million (100,000,000) shares, par value $.01 per
share, shall be designated Common Stock.

A. PREFERRED STOCK

1. ISSUANCE. The Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of shares of Preferred Stock in
one or more series, to establish the number of shares to be included in each
such series, and to fix the designations, voting powers, preferences, and rights
of the shares of each such series, and any qualifications, limitations or
restrictions thereof.

2. SERIES A PREFERRED STOCK.

SECTION 1. Designation and Amount. One million (1,000,000) shares of the
Preferred Stock of the Corporation shall be designated as "Series A
Participating Preferred Stock", par value $.01 per share (the "Series A
Preferred Stock"). Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than that of the
shares then outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Corporation.

SECTION 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock of the Corporation ranking prior and superior
to the shares of Series A Preferred Stock with respect to dividends, the holders
of shares of Series A Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors out of assets legally available for the
purpose, quarterly dividends payable in cash on the first business day of
January, April, July and October in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision
for adjustment hereinafter set forth, 100 times the aggregate per share amount
of all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other

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distributions other than a dividend payable in shares of Common Stock, par value
$.01 per share, of the Corporation (the "Common Stock") or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date, or with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preferred Stock.

(B) The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless by payable on such subsequent Quarterly Dividend
Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 30 days prior to the date
fixed for the payment thereof.

SECTION 3. Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights:

(A) Except as provided in paragraph C of this Section 3, and subject
to the provision for adjustment hereinafter set forth, each share of Series A
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the stockholders of Corporation.

(B) Except as otherwise provided herein or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.

(C) (i) If, on the date used to determine stockholders of record for
any meeting of stockholders for the election of directors, a default in
preference dividends (as defined in subparagraph (v) below) on the Series A
Preferred Stock shall exist, the holders of the Series A Preferred Stock shall
have the right, voting as a class described in subparagraph (ii) below, to elect
two directors (in addition to the directors elected by holders of Common Stock
of the Corporation). Such right may be exercised (a) at any meeting of
stockholders for the election of directors or (b) at a meeting of the holders of
shares of Voting Preferred Stock (as hereinafter defined), called for the
purpose in accordance with the By-Laws of Corporation, until all such cumulative
dividends (referred to above) shall have been paid in full or until
non-cumulative dividends have been paid regularly for at least one year.

(ii) The right of the holders of Series A Preferred Stock to elect two
directors, as described above, shall be exercised as a class concurrently with
the rights of holders of any other series of any class of preferred stock of the
Corporation upon which voting rights to elect such directors have been conferred
and are then exercisable. The Series A Preferred Stock and any additional series
of such preferred stock which the Corporation may issue and which may provide
for the right to vote with the Series A Preferred Stock are collectively
referred to herein as "Voting Preferred Stock."

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(iii) Each director elected by the holders of shares of Voting
Preferred Stock shall be referred to herein as a "Preferred Director." A
Preferred Director so elected shall continue to serve as such director for a
term of one year, except that upon any termination of the right of all of such
holders to vote as a class for Preferred Directors, the term of office of such
directors shall terminate. Any Preferred Director may be removed, without cause,
by, and shall not be so removed except by, the vote of the holders of record of
a majority of the outstanding shares of Voting Preferred Stock then entitled to
vote for the election of directors, present (in person or by proxy) and voting
together as single class (a) at a meeting of the stockholders, or (b) at a
meeting of the holders of shares of such Voting Preferred Stock, called for that
purpose in accordance with the By-laws of the Corporation.

(iv) So long as a default in any preference dividends on the Series A
Preferred Stock shall exist or the holders of any other series of Voting
Preferred Stock shall be entitled to elect Preferred Directors, (a) any vacancy
in the office of a Preferred Director may be filled (except as provided in the
following clause (b)) by an instrument in writing signed by the remaining
Preferred Director and filed with the Corporation and (b) in the case of the
removal of any Preferred Director or in case there is no remaining Preferred
Director, the vacancy or vacancies may be filled by the vote of the holders of
the outstanding shares of Voting Preferred Stock then entitled to vote for the
election of directors, present (in person or by proxy) and voting together as a
single class, at such time as the removal shall be effected or such vacancies
exist, as the case may be. Each director appointed as aforesaid by the remaining
Preferred Director shall be deemed, for all purposes hereof, to be a Preferred
Director.

(v) For purposes hereof, a "default in preference dividends" on Series
A Preferred Stock shall be deemed to have occurred whenever the amount of
cumulative and unpaid dividends on the Series A Preferred Stock shall be
equivalent to six full quarterly dividends or more (whether or not consecutive),
and, having so occurred, such default shall be deemed to exist thereafter until,
but only until, all cumulative dividends on all shares of the Series A Preferred
Stock then outstanding shall have been paid through the last Quarterly Dividend
Payment Date or until, but only until, non-cumulative dividends have been paid
regularly for at least one year.

(D) Except as set forth herein (or as otherwise required by applicable
law), holders of Series A Preferred Stock shall have no general or special
voting rights and their consent shall not be required for taking any corporate
action.

SECTION 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on the shares of Series A Preferred Stock outstanding shall
have been paid in full, the Corporation shall not

(i) declare or pay dividends, or make any other distributions, on any
shares of Common Stock or any other stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock, except dividends
paid ratably on the Series A Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled (based upon their respective
liquidation values);

(iii) redeem or purchase or otherwise acquire for consideration (except as
provided in (iv) below) shares of Common Stock or any other stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock, provided that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior (both as to dividends and
upon dissolution liquidation, or winding up) to the Series A Preferred Stock;

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(iv) redeem or purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock, or any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series
A Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

SECTION 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein or in
any certificate of designation creating a series of Preferred Stock or as
otherwise required by law.

SECTION 6. Liquidation, Dissolution or Winding Up.

(A) Subject to the prior and superior rights of holders of any shares of
stock of the Corporation ranking prior and superior to the shares of Series A
Preferred Stock with respect to rights upon liquidation dissolution or winding
up (voluntary or otherwise), no distribution shall be made to the holders of
Common Stock or any other shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall
have received $100 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared to the date of such
payment (the "Series A Liquidation Preference"). Following the payment of the
full amount of the Series A Liquidation Preference, no additional distributions
shall be made to the holders of shares of Series A Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Capital Adjustment") equal to the quotient obtained by dividing (i)
the Series A Liquidation Preference by (ii) 100 (subject to the provision for
adjustment hereinafter set forth in subparagraph (C) below) (such number in
clause (ii), the "Adjustment Number"). Following the payment of the full amount
of the Series A Liquidation Preference and the Capital Adjustment in respect of
all outstanding shares of Series A Preferred Stock and Common Stock,
respectively, and subject to the rights of the holders of any other series of
Preferred Stock then outstanding, holders of Series A Preferred Stock and
holders of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

(B) In the event that there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of preferred stock of the Corporation, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of Series A Preferred Stock
and the holders of such parity shares in proportion to their respective
liquidation preferences.

SECTION 7. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then, in any such case, the shares
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged.

SECTION 8. No Redemption. The shares of Series A Preferred Stock shall not
be redeemable.

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SECTION 9. Ranking. The Series A Preferred Stock shall rank junior to all
other series of Preferred Stock of the Corporation as to the payment of
dividends and the distribution of assets, unless the terms of any series of
Preferred Stock shall provide otherwise.

SECTION 10. Amendment. The Restated Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Preferred Stock, voting
separately as a class.

SECTION 11. Adjustment. In the event the Corporation shall at any time
after November , 1994 (the "Rights Record Date") (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number
of shares, or (iv) issue any shares of Common Stock in a reclassification or
change of the outstanding shares of Common Stock (including any such
reclassification or change in connection with a merger in which the Corporation
is the continuing or surviving Corporation), then in each such case (w) the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of Section 2(A) above, (x) the
number of votes applicable to each share of Series A Preferred Stock immediately
prior to such event under Section 3(A) above, (y) the adjustment number (for
purposes of Section 6(A) above) and (z) the amount to which holders of shares of
Series A Preferred were entitled immediately prior to such event under Section 7
above, shall be adjusted by multiplying such amount or number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

B. COMMON STOCK

1. Dividends. Subject to the preferential rights, if any, of the
holders of any series of Preferred Stock then outstanding, the holders of
shares of Common Stock shall be entitled to receive, when and if declared
by the Board of Directors, out of the assets of the Corporation which are
by law available therefor, dividends payable either in cash, in property or
in shares of Common Stock or other securities of the Corporation.

2. Voting Rights. Subject to the rights, if any, of the holders of any
series of Preferred Stock then outstanding at every annual or special
meeting of stockholders of the Corporation, every holder of Common Stock
shall be entitled to one vote, in person or by proxy, for each share of
Common Stock standing in his/her name on the books of the Corporation, on
each matter voted upon by stockholders.

3. Liquidation, Dissolution, or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution, or winding up of the
affairs of the Corporation, after payment or provision for payment of the
debts and other liabilities of the Corporation, and subject to the
preferential and other amounts, if any, to which the holders of any series
of Preferred Stock then outstanding shall be entitled, the holders of all
outstanding shares of Common Stock shall be entitled to share ratably in
the remaining net assets of the Corporation.

FIFTH: The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. The Board of Directors may
exercise all such authority and powers of the Corporation and do all such lawful
acts and things as are not by statute or this Restated Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

A. Number of Directors. The number of directors of the Corporation
(exclusive of directors to be elected by the holders of any one or more series
of the Preferred Stock of the Corporation which may be outstanding, voting
separately as a series or class) shall be fixed from time to time by action of
not less than a majority of the members of the Board of Directors then in
office, but in no event shall be less than three nor more than twenty.

B. Classes. Except for any directors elected separately by the holders of
any one or more series of Preferred Stock, the directors shall be divided into
three classes, as nearly equal in number as reasonably

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possible, with the term of office of the first class to expire at the 1995
annual meeting of stockholders, the term of office of the second class to expire
at the 1996 annual meeting of stockholders and the term of office of the third
class to expire at the 1997 annual meeting of stockholders and at each annual
meeting of stockholders following adoption of this Restated Certificate of
Incorporation directors shall be elected to succeed those directors whose terms
expire for a term of office to expire at the third succeeding annual meeting of
stockholders after their election. Directors need not be stockholders. All
directors shall hold office until the expiration of the term for which elected
and until their successors are elected, except in the case of the death,
resignation, disqualification or removal of any director.

C. Vacancies. Subject to the rights, if any, of the holders of any series
of Preferred Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, disqualification or removal may
be filled only by a majority vote of the directors then in office, though less
than a quorum, and directors so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of office of the class to
which they have been elected expires. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

D. Removal. Except for any directors elected separately by the holders of
any one or more series of Preferred Stock, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least 66 2/3% of the voting power
of all of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.

SIXTH: Subject to the rights of the holders of any series of Preferred
Stock, any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of the stockholders at
an annual or special meeting duly called and may not be taken by written consent
of the stockholders.

SEVENTH: Subject to the rights of the holders of any series of
Preferred Stock, special meetings of the stockholders, unless otherwise
prescribed by statute, may be called at any time only by the Board of Directors
or the Chairman of the Board of the Corporation.

EIGHTH: At an annual meeting of stockholders, only such business shall
be conducted, and only such proposals shall be acted upon, as shall have been
properly brought before the annual meeting of stockholders (a) by, or at the
direction of, the Board of Directors or (b) by a stockholder of the Corporation
who complies with the procedures set forth in this Article EIGHTH. For business
or a proposal to be properly brought before an annual meeting of stockholders by
a stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the scheduled
date of the annual meeting, regardless of any postponement, deferral or
adjournment of that meeting to a later date; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so delivered or received not later than the close of business on the
10th day following the earlier of (i) the day on which such notice of the date
of the meeting was mailed or (ii) the day on which such public disclosure was
made.

A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before an annual meeting of
stockholders (i) a description, in 500 words or less, of the business desired to
be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business and any other
stockholders known by such stockholder to be supporting such proposal, (iii) the
class and number of shares of the Corporation which are beneficially owned by
such stockholder on the date of such stockholder's notice and by any other
stockholders known by such stockholder to be supporting such proposal on the
date of such stockholder's notice, (iv) a description, in 500 words or less, of
any interest of the stockholder in such proposal and (v) a representation that
the stockholder is a holder of record of stock of the Corporation and intends to
appear in person or by proxy at the meeting to present the proposal specified in
the

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notice. Notwithstanding anything in this Restated Certificate ofIncorporation
to the contrary, no business shall be conducted at a meeting of stockholders
except in accordance with the procedures set forth in this Article EIGHTH.

The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the procedures prescribed by this Article EIGHTH, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing, nothing in this Article EIGHTH shall be
interpreted or construed to require the inclusion of information about any such
proposal in any proxy statement distributed by, at the direction of, or on
behalf of, the Board of Directors.

NINTH: Subject to the rights, if any, of the holders of any series of
Preferred Stock then outstanding, only persons nominated in accordance with the
procedures set forth in this Article NINTH shall be eligible for election as
directors. Nominations of persons for election to the Board may be made at an
annual meeting of stockholders or special meeting of stockholders called by the
Board of Directors for the purpose of electing directors (i) by or at the
direction of the Board or (ii) by any stockholder of the Corporation entitled to
vote for the election of directors at such meeting who complies with the notice
procedures set forth in this Article NINTH. Such nominations, other than those
made by or at the direction of the Board, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the scheduled date of the meeting, regardless of any
postponement, deferral or adjournment of that meeting to a later date; provided,
however, that if less than 70 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so delivered or received not later than the close of
business on the 10th day following the earlier of (i) the day on which such
notice of the date of the meeting was mailed or (ii) the day on which such
public disclosure was made.

A stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director (a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such person, (c) the class
and number of shares of the Corporation which are beneficially owned by such
person on the date of such stockholder's notice and (d) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, or any successor statute thereto (the "Exchange Act") (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to the
stockholder giving notice (a) the name and address, as they appear on the
Corporation's books, of such stockholder and any other stockholders known by
such stockholder to be supporting such nominee(s), (b) the class and number of
shares of the Corporation which are beneficially owned by such stockholder on
the date of such stockholder's notice and by any other stockholders known by
such stockholder to be supporting such nominee(s) on the date of such
stockholder's notice, (c) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; and (iii) a description of all arrangements or
understandings between the stockholder and each nominee and other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder.

No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Article NINTH. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Article NINTH, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

TENTH: The Board of Directors is expressly authorized to adopt, amend
or repeal the By-Laws of the Corporation. Any By-Laws made by the directors
under the powers conferred hereby may be amended or repealed by the directors or
by the stockholders. Notwithstanding the foregoing and anything contained in
this

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Restated Certificate of Incorporation to the contrary, the By-Laws shall
not be amended or repealed by the stockholders, and no provision inconsistent
therewith shall be adopted by the stockholders, without the affirmative vote
of the holders of at least 75% of the voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

ELEVENTH: Elections of directors need not be by written ballot unless
the By-Laws of the Corporation shall otherwise provide.

TWELFTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided, however, that the foregoing shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct of a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law of the
State of Delaware is hereafter amended to permit further elimination or
limitation of the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware as so amended.
Any repeal or modification of this Article TWELFTH shall not adversely affect
any right or protection of a director of the Corporation in respect of any act
or omission occuring prior to the time of such repeal or modification.

THIRTEENTH: Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the General Corporation Law of the State of
Delaware or on the application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of Section 279 of
the General Corporation Law of the State of Delaware order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the same reorganization shall, if sanctioned by
the court to which said application has been made, be binding on all the
creditors or class of creditors, and/or on all of the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

FOURTEENTH:

A. For purposes of this Article FOURTEENTH, the following terms shall be
defined as follows:

(1) The term "Business Combination" shall mean (a) any merger or
consolidation of the Corporation or a Subsidiary with a Related Person, (b)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition
other than in the ordinary course of business to or with a Related Person
of any assets of the Corporation or a Subsidiary having an aggregate fair
market value of $25,000,000 or more, (c) the issuance or transfer by the
Corporation of any shares of Voting Stock or securities convertible into or
exercisable for such shares (other than by way of pro rata distribution to
all stockholders) to a Related Person, (d) any recapitalization, merger or
consolidation that would have the effect of increasing the voting power of
a Related Person, (e) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation or a Subsidiary proposed,
directly or indirectly, by or on behalf of a Related Person, (f) any merger
or consolidation of the Corporation with another Person proposed, directly
or indirectly, by or on behalf of a Related Person unless the entity
surviving or resulting from such merger or consolidation has a provision in
its certificate or articles of incorporation, charter or similar governing
instrument which is substantially identical to this Article FOURTEENTH or
(g) any agreement, contract or other arrangement or understanding
providing, directly or indirectly, for any of the transactions described in
this Paragraph A(1).

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(2) The term "Related Person" shall mean any individual, partnership,
corporation, trust or other Person which, together with its "affiliates"
and "associates", as defined in Rule 12b-2 under the Exchange Act as in
effect on January 1, 1993, and together with any other individual,
partnership, corporation, trust or other Person with which it or they have
any agreement, contract or other arrangement or understanding with respect
to acquiring, holding, voting or disposing of Voting Stock, "beneficially
owns" (within the meaning of Rule 13d-3 under the Exchange Act on said
date) an aggregate of 10% or more of the outstanding Voting Stock. A
Related Person, its affiliates and associates and all such other
individuals, partnerships, corporations and other Persons with whom it or
they have any such agreement, contract or other arrangement or
understanding, shall be deemed a single Related Person for purposes of this
Article FOURTEENTH; provided, however, that the members of the Board of
Directors of the Corporation shall not be deemed to be associates or
otherwise to constitute a Related Person solely by reason of their board
membership. A person who is a Related Person as of (i) the time any
definitive agreement relating to a Business Combination is entered into,
(ii) the record date for the determination of stockholders entitled to
notice of and to vote on a Business Combination or (iii) immediately prior
to the consummation of a Business Combination, shall be deemed a Related
Person for purposes of this Article FOURTEENTH.

(3) The term "Continuing Director" shall mean any member of the Board
of Directors of the Corporation who is not an "affiliate" or "associate" of
the Related Person referred to in Paragraph A(2) of this Article FOURTEENTH
and was a member of the Board of Directors prior to the time that such
Related Person became a Related Person, and any successor of a Continuing
Director who is unaffiliated with such Related Person and is recommended to
succeed a Continuing Director by a majority of the Continuing Directors.

(4) The term "Person" shall mean any individual, firm, corporation or
other entity.

(5) The term "Subsidiary" shall mean any corporation or other entity
of which the Person in question owns, directly or indirectly, not less than
50% of any class of equity securities or not less than 50% of the voting
power of all securities of the Corporation entitled to vote generally in
the election of directors.

(6) The term "Voting Stock" shall mean any shares of the Corporation
entitled to vote generally in the election of directors.

(7) The term "Entire Board of Directors" shall mean the total number
of directors which the Corporation would have if there were no vacancies or
unfilled newly created directorships.

(8) The term "Market Value" shall mean the average of the high-and
low-quoted sales price on the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any reported sale
occurred) of a share on the Composite Tape for the New York Stock
Exchange -- Listed Stocks, or, if the shares are not listed or admitted to
trading on such exchange, on the principal United States securities
exchange registered under the Exchange Act on which the shares are listed
or admitted to trading, or, if the shares are not listed or admitted to
trading on any such exchange, the mean between the closing high bid and
low-asked quotations with respect to a share on such date as quoted on the
National Association of Securities Dealers Automated Quotations System, or
any similar system then in use, or, if no such quotations are available,
the fair market value on such date of a share as at least 66 2/3% of the
Continuing Directors shall determine.

B. In addition to any other vote required by this Restated Certificate of
Incorporation or the General Corporation Law of the State of Delaware, the
affirmative vote of the holders of not less than 85% of the outstanding Voting
Stock held by stockholders other than a Related Person by or with whom or on
whose behalf, directly or indirectly, a Business Combination is proposed, voting
as a single class, shall be required for the approval or authorization of such
Business Combination; provided, however, that the 85% voting requirement shall
not be applicable and such Business Combination may be approved by the vote
required by law, if any, or by any other provision of this Certificate of
Incorporation if either:

(1) The Business Combination is approved by the Board of Directors of
the Corporation by the affirmative vote of at least 66 2/3% of the
Continuing Directors, or

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(2) All of the following conditions are satisfied:

(a) The aggregate amount of cash and the fair market value of the
property, securities or other consideration to be received per share of
capital stock of the Corporation in the Business Combination by the
holders of capital stock of the Corporation, other than the Related
Person involved in the Business Combination, shall not be less than the
highest of (i) the highest per share price (including brokerage
commissions, soliciting dealers' fees, and dealer-management
compensation, and with appropriate adjustments for recapitalizations,
stock splits, stock dividends and like transactions and distributions)
paid by such Related Person in acquiring any of its holdings of such
class or series of capital stock, (ii) the highest per share Market
Value of such class or series of capital stock within the twelve-month
period immediately preceding the date the proposal for such Business
Combination was first publicly announced or (iii) the book value per
share of such class or series of capital stock, determined in accordance
with generally accepted accounting principles, as of the last day of the
month immediately preceding the date the proposal for such Business
Combination was first publicly announced;

(b) The consideration to be received in such Business Combination
by holders of capital stock other than the Related Person involved
shall, except to the extent that a shareholder agrees otherwise as to
all or part of the shares which he or she owns, be in the same form and
of the same kind as the consideration paid by the Related Person in
acquiring capital stock already owned by it, provided, however, that if
the Related Person has paid for capital stock with varying forms of
consideration, the form of consideration for shares of capital stock
acquired in the Business Combination by the Related Person shall either
be cash or the form used to acquire the largest number of shares of
capital stock previously acquired by it; and

(c) A proxy statement responsive to the requirements of the
Exchange Act and regulations promulgated thereunder, whether or not the
Corporation is then subject to such requirements, shall be mailed to the
stockholders of the Corporation for the purpose of soliciting
stockholder approval of such Business Combination and shall contain at
the front thereof, in a prominent place, (i) any recommendations as to
the advisability (or inadvisability) of the Business Combination which
the Continuing Directors may choose to state and (ii) the opinion of a
reputable investment banking firm selected by the Continuing Directors
as to the fairness of the terms of such Business Combination, from a
financial point of view, to the public stockholders (other than the
Related Person) of the Corporation.

C. A Related Person shall be deemed for purposes of this Article
FOURTEENTH to have acquired a share of the Corporation at the time when such
Related Person became the beneficial owner thereof (as such term is defined in
Paragraph A(2) of this Article FOURTEENTH). With respect to shares owned by
affiliates, associates and other Persons whose ownership is attributed to a
Related Person, if the price paid by such Related Person for such shares is not
determinable, the price so paid shall be deemed to be the higher of (i) the
price paid upon acquisition thereof by the affiliate, associate or other Person
or (ii) the Market Value of the shares in question at the time when the Related
Person became the beneficial owner thereof.

For purposes of this Article FOURTEENTH, in the event of a Business
Combination upon consummation of which the Corporation would be the surviving
corporation or would continue to exist (unless it is provided, contemplated or
intended that as part of such Business Combination a plan of liquidation or
dissolution of the Corporation will be effected), the term "other consideration
to be received" in Paragraph B(2)(a) shall include (without limitation) common
stock or other capital stock of the Corporation retained by stockholders of the
Corporation (other than Related Persons who are parties to such Business
Combination).

Nothing contained in this Article shall be construed to relieve any Related
Person from any fiduciary obligation imposed by law.

D. Notwithstanding any other provision of this Restated Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be permitted by law), any amendment, addition,
alteration, change or repeal of this Article FOURTEENTH, or any other amendment
of

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this Restated Certificate of Incorporation inconsistent with or modifying or
permitting circumvention of this Article FOURTEENTH, must first be proposed by
the Board of Directors of the Corporation, upon the affirmative vote of at least
two-thirds of the directors then in office at a duly constituted meeting of the
Board of Directors called for such purpose, and thereafter approved by the
affirmative vote of the holders of not less than 85% of the then outstanding
Voting Stock held by stockholders other than a Related Person by or with whom or
on whose behalf, directly or indirectly, a Business Combination is proposed,
voting as a single class; provided, however, that this Paragraph D shall not
apply to, and such 85% vote shall not be required for, any such amendment,
addition, alteration, change or repeal recommended to stockholders of the
Corporation by the affirmative vote of not less than 66 2/3% of the Continuing
Directors. For the purposes of this Paragraph D only, if at the time when any
such amendment, addition, alteration, change or repeal is under consideration
there is no proposed Business Combination, the term "Continuing Directors" shall
be deemed to mean the Entire Board of Directors.

FIFTEENTH: The Board of Directors, each committee of the Board of
Directors and each individual director, in discharging their respective duties
under applicable law and this Restated Certificate of Incorporation and in
determining what they each believe to be in the best interests of the
Corporation and its stockholders, may consider the effects, both short-term and
long-term, of any action or proposed action taken or to be taken by the
Corporation, the Board of Directors or any committee of the Board on the
interests of (i) the employees, associates, associated physicians, distributors,
patients or other customers, suppliers and/or creditors of the Corporation and
its subsidiaries and (ii) the communities in which the Corporation and its
subsidiaries own or lease property or conduct business, all to the extent that
the Board of Directors or any committee of the Board of Directors or any
individual director deems pertinent under the circumstances (including the
possibility that the interests of the Corporation may best be served by the
continued independence of the Corporation); provided, however, that the
provisions of this Article FIFTEENTH shall not limit in any way the right of the
Board of Directors to consider any other lawful factors in making its
determinations, including, without limitation, the effects, both short-term and
long-term, of any action or proposed action on the Corporation or its
stockholders directly; and provided further that this Article FIFTEENTH shall be
deemed solely to grant discretionary authority to the Board of Directors, each
committee of the Board of Directors and each individual director and shall not
be deemed to provide to any specific constituency any right to be considered.

SIXTEENTH: Each person who was or is made a party or is threatened to
be made a party to or is involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding (or any part thereof),
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
such director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the full extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment), or by
other applicable law as then in effect, against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes under the Employee
Retirement Income Security Act of 1974, as amended from time to time ("ERISA"),
penalties and amounts to be paid in settlement) actually and reasonably incurred
or suffered by such indemnitee in connection therewith. The Corporation shall
not be required to indemnify any indemnitee in connection with a proceeding
initiated by such indemnitee unless the initiation of such proceedings by the
indemnitee was authorized by the Board of Directors of the Corporation.

A. Procedure. Any indemnification under this Article SIXTEENTH (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he/she has met
the applicable standard of conduct set forth in the General Corporation Law of
the State of Delaware, as the same exists or

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hereafter may be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment). Such determination shall be made (a) by a majority vote of
the directors who were not parties to such action, suit or proceeding (the
"Disinterested Directors"), even if less than a quorum or (b) if there are no
Disinterested Directors or if the Disinterested Directors so direct, by
independent legal counsel in a written opinion, or (c) by the stockholders.

B. Advances for Expense. Costs, charges and expenses (including attorneys'
fees) incurred by a director or officer of the Corporation in defending a civil
or criminal action, suit or proceeding 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 the director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Corporation as
authorized in this Article SIXTEENTH. Such costs, charges and expenses incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the majority of the Disinterested Directors deems appropriate. The
majority of the Disinterested Directors may, in the manner set forth above, and
upon approval of such director, officer, employee or agent of the Corporation,
authorize the Corporation's counsel to represent such person, in any action,
suit or proceeding whether or not the Corporation is a party to such action,
suit or proceeding.

C. Procedure for Indemnification. Any indemnification or advance of costs,
charges and expenses under this Article SIXTEENTH, shall be made promptly, and
in any event with 60 days upon the written request of the director, officer,
employee or agent. The right to indemnification or advances as granted by this
Article SIXTEENTH shall be enforceable by the director, officer, employee or
agent in any court of competent jurisdiction, if the Corporation denies such
request, in whole or in part, or if no disposition thereof is made within 60
days. Such person's costs and expenses incurred in connection with successfully
establishing his/her right to indemnification, in whole or in part, in any such
action shall also be indemnified by the Corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim under Section
145(c) of the General Corporation Law of the State of Delaware or for the
advance of costs, charges and expenses under this Article SIXTEENTH where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in the General
Corporation Law of the State of Delaware, as the same exists or hereafter may be
amended (but, in case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment), but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholder) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he/she has met the applicable standard of conduct set
forth in the General Corporation Law of the State of Delaware, as the same
exists or hereafter may be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights that said law permitted the Corporation to provide prior
to such amendment), nor the fact that there has been an actual determination by
the Corporation (including its Board of Directors, its independent legal counsel
and its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

D. Other Rights; Continuation of Rights to Indemnification. The
indemnification and advancement of expenses provided by this Article SIXTEENTH
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may by entitled under any law (common
or statutory), by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his/her official capacity and as to
action in another capacity while holding office or while employed by or acting
as agent for the Corporation, and shall continue as to a person who has ceased
to be a director, officer, employee or agent, and shall inure to the benefit of
the estate, heirs, executors and administrators of such person. All rights to
indemnification under this Article SIXTEENTH shall be deemed to be a contract
between the Corporation and each director, officer, employee or agent of the
Corporation who serves or served in such capacity at any time while this Article
SIXTEENTH is in effect. Any repeal or modification of this

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Article SIXTEENTH or any repeal or modification of relevant provisions of the
General Corporation Law of the State of Delaware or any other applicable laws
shall not in any way diminish any rights to indemnification of such director,
officer, employee or agent or the obligation of the actions, transactions or
facts occurring prior to the final adoption of such modification or repeal. For
the purposes of this Article SIXTEENTH, references to "the Corporation" include
all constituent corporations absorbed in consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article SIXTEENTH, with respect to the resulting or surviving corporation, as he
would if he/she had served the resulting or surviving corporation in the same
capacity.

E. Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him/her and incurred by him/her or on
his/her behalf in any such capacity, or arising out of his/her status as such,
whether or not the Corporation would have the power to indemnify him/her against
such liability under the provisions of this Article SIXTEENTH; provided,
however, that such insurance is available on acceptable terms which
determination shall be made by a vote of a majority of the Board of Directors.

F. Savings Clause. If this Article SIXTEENTH or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each person entitled to indemnification
under the first paragraph of this Article SIXTEENTH as to all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes,
penalties and amounts to be paid in settlement) actually and reasonable incurred
or suffered by such person and for which indemnification is available to such
person pursuant to this Article SIXTEENTH to the full extent permitted by any
applicable portion of this Article SIXTEENTH that shall not have been
invalidated and to the full extent permitted by applicable law.

SEVENTEENTH: In furtherance and not in limitation of the powers
conferred by law or in this Restated Certificate of Incorporation, the Board of
Directors (and any committee of the Board of Directors) is expressly authorized,
to the extent permitted by law, to take such action or actions as the Board or
such committee may determine to be reasonably necessary or desirable to (A)
encourage any person to enter into negotiations with the Board of Directors and
management of the Corporation with respect to any transaction which may result
in a change in control of the Corporation which is proposed or initiated by such
person or (B) contest or oppose any such transaction which the Board of
Directors or such committee determines to be unfair, abusive or otherwise
undesirable with respect to the Corporation and its business, assets or
properties or the stockholders of the Corporation, including, without
limitation, the adoption of such plans or the issuance of such rights, options,
capital stock, notes, debentures or other evidences of indebtedness or other
securities of the Corporation, which rights, options, capital stock, notes,
evidence of indebtedness and other securities (i) may be exchangeable for or
convertible into cash or other securities on such terms and conditions as may be
determined by the Board or such committee and (ii) may provide for the treatment
of any holder or class of holders thereof designated by the Board of Directors
or any such committee in respect of the terms, conditions, provisions and rights
of such securities which is different from, and unequal to, the terms,
conditions, provisions and rights applicable to all other holders thereof.

EIGHTEENTH: The Corporation reserves the right to amend, add, alter,
change, repeal or adopt any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation. In addition to any affirmative vote required by applicable law or
any other provision of this Restated Certificate of Incorporation or specified
in any agreement, and in addition to any voting rights granted to or held by the
holders of any series of Preferred Stock, the affirmative vote of the holders of
not less than 75% of the voting power of all securities of the Corporation
entitled to vote generally in the election of directors shall be required to
amend, add, alter, change, repeal or adopt any provisions inconsistent with
Articles FIFTH, SIXTH,

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SEVENTH, EIGHTH, NINTH, TENTH, TWELFTH, THIRTEENTH, FIFTEENTH,
SIXTEENTH, SEVENTEENTH, and EIGHTEENTH of this Restated Certificate of
Incorporation.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed under the seal of the Company this day of , 1994.

ICN MERGER CORP.
By:
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