<PAGE>

                                 CHIRON CORPORATION
                                          
                            AMENDED AND RESTATED BYLAWS 
                                          
                                       INDEX

<TABLE>
<S>          <C>                                                             <C>
ARTICLE I    OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .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 . . . . . . . . . . . . . . . . . . . . . . . .7
     3.5     First Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .7
     3.6     Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . .8
     3.7     Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . .8
     3.8     Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     3.9     Action without Meeting. . . . . . . . . . . . . . . . . . . . . .9
     3.10    Participation by Telephone. . . . . . . . . . . . . . . . . . . .9
     3.11    Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     3.12    Committee Minutes . . . . . . . . . . . . . . . . . . . . . . . 10
     3.13    Compensation of Directors . . . . . . . . . . . . . . . . . . . 10
     3.14    Removal of Directors. . . . . . . . . . . . . . . . . . . . . . 10
     3.15    Approval Required for Certain Actions . . . . . . . . . . . . . 11
     3.16    Strategic Planning Process. . . . . . . . . . . . . . . . . . . 11
     3.17    Operating Planning Process. . . . . . . . . . . . . . . . . . . 11
     3.18    Measurement Standards . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>


<PAGE>

<TABLE>
<S>          <C>                                                             <C>
ARTICLE IV   NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     4.1     Delivery. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     4.2     Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE V    OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     5.1     Number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     5.2     Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.3     Other Officers. . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.4     Salaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.5     Term; Vacancies . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.6     Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.7     Vice Chairman . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.8     President . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.9     Execution of Documents. . . . . . . . . . . . . . . . . . . . . 14
     5.10    Vice President. . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.11    Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.12    Assistant Secretary . . . . . . . . . . . . . . . . . . . . . . 15
     5.13    Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.14    Disbursement of Funds; Reports. . . . . . . . . . . . . . . . . 16
     5.15    Bond. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     5.16    Assistant Treasurer . . . . . . . . . . . . . . . . . . . . . . 16

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

ARTICLE VII  GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . 20
     7.1     Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     7.2     Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     7.3     Checks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     7.4     Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     7.5     Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     7.6     Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 21
     7.7     Books and Records . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE VIII AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

                                      ii


<PAGE>

                            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.  



<PAGE>
                                          
                                     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 

                                       2


<PAGE>

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 

                                       3


<PAGE>

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 

                                       4


<PAGE>

person 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, 

                                       5



<PAGE>

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).  Section 2.01 of the
Governance 

                                       6


<PAGE>

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.


     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.


     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 

                                       7


<PAGE>

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.


     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 

                                       8


<PAGE>

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 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 

                                       9


<PAGE>

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.


     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.

                                      10


<PAGE>

     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.


     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.
                                          
                                      11


<PAGE>
                                          
                                     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.

                                           
                                      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.

                                      12


<PAGE>

     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.


     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.

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<PAGE>

     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 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.

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<PAGE>

     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 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 

                                      15


<PAGE>

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 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.
                                          
                                      16


<PAGE>
                                          
                                     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 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, 

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<PAGE>

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.


     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.

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<PAGE>

     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 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 

                                      19


<PAGE>

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.


     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.

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<PAGE>

     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 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.

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<PAGE>

     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.


     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.

                                      22


<PAGE>

                                    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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