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                                                                 EXHIBIT (3)(II)




                                     AMENDED

                                     BY-LAWS

                                       OF

                            PHARMACIA & UPJOHN, INC.


                                    ARTICLE I

                                     OFFICES

         SECTION 1.01. Registered Office. The registered office of Pharmacia &
Upjohn, Inc. (the "Corporation") in the State of Delaware shall be at the
principal office of The Corporation Trust Corporation in the City of Wilmington,
County of New Castle, and the registered agent in charge thereof shall be The
Corporation Trust Corporation.

         SECTION 1.02. Other Offices. The Corporation may have an office or
offices at any place or places within or without the State of Delaware as the
Board of Directors of the Corporation (the "Board") may from time to time
determine or the business of the Corporation may from time to time require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 2.01. Annual Meetings. (a) The annual meeting of record holders
(a "Stockholder") of shares of the Corporation issued and outstanding (the
"Shares") of the Corporation shall be held on such other day following or on
such date as shall be set forth in the notice of annual meeting approved by the
Board and provided to Stockholders.

         (b) The annual meeting of the Stockholders for 1996 shall be held in
either Sweden or the U.S., as determined by the Board of Directors, and
thereafter the location of the annual meetings shall alternate between Sweden
and the United States. Wherever located, provision shall be made for
Stockholders located in the other location to participate in the annual meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.

         (c) At any such annual meeting, only such business shall be conducted
as shall have been brought before the meeting (x) by or at the direction of the
Board or (y) by any Stockholder entitled to vote thereat that complies with the
procedures set forth in Section 2.02 hereof.




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         SECTION 2.02. Stockholder Proposals and Nominations for Directors. (a)
Any Stockholder entitled to vote at such annual meeting may propose business
(other than nominations for the election of Directors of the Corporation (the
"Directors") to be included in the agenda of such meeting only if written notice
of such Stockholder's intent is given to the Secretary of the Corporation (the
"Secretary"), either personally or by mail, postage prepaid, not earlier than 90
days nor later than 60 days in advance of the anniversary of the date of the
immediately preceding annual meeting or if the date of the annual meeting occurs
more than 30 days before or 60 days after the anniversary of such immediately
preceding annual meeting, not later than the close of business on the later of
(A) the sixtieth day prior to such annual meeting and (B) the tenth day
following the date on which public announcement of the date of such meeting is
first made. A Stockholder's notice to the Secretary shall set forth in writing
as to each business matter such Stockholder proposes to bring before the annual
meeting (A) a brief 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 that
are beneficially owned by the Stockholder, and (D) any material interest of the
Stockholder in such business. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2.02(a). The officer of
the Corporation or other person presiding at the annual meeting shall, if the
facts so warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 2.02(a), and, if he or she should so determine, he or she shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

         (b) Nominations for the election of Directors may be made by the Board
or any Stockholder entitled to vote for the election of Directors. Any
Stockholder entitled to vote for the election of Directors at the annual meeting
of the Stockholders of the Corporation, may nominate a person or persons for
election as a Director only if written notice of such Stockholder's intent to
make such nomination is given to the Secretary in accordance with the procedures
set forth in this Section 2.02(a). Each such notice shall set forth the name and
address of the Stockholder who intends to make the nomination and of the person
or persons to be nominated for election as a Director; a representation that the
Stockholder is a holder of record of Shares 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; a description of all
arrangements or understandings between the Stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations for election as a Director are to be amended by the
Stockholder; such other information regarding each nominee proposed by such
Stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Untied States Securities and Exchange
Commission (the "SEC") if such nominee had been nominated, or was intended to be
nominated, for election as a Director by the Board; and the consent of each
nominee to serve as a Director of the Corporation if so elected. The Board may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedures.






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         (c) For purposes of this Section 2.02, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable Swedish or United States news service or in a document
publicly filed by the Corporation with the Stockholm Stock Exchange (the "SSE")
and the SEC pursuant to Section 13, 14 or 15(d) of the United States Securities
Exchange Act of 1934, as amended.

         SECTION 2.03. Special Meetings. Special meetings of Stockholders for
any purpose or purposes may be called by the Chairman of the Board (the
"Chairman"), the President and Chief Executive Officer, or a majority of the
Directors.

         SECTION 2.04. Notice of Meetings. Except as otherwise provided by law,
written notice of each annual or special meeting of Stockholders stating the
place, date and time of such meeting and, in the case of a special meeting, the
purpose or purposes for which such meeting is to be held, shall be given by
first class mail (airmail in the case of international communications) by the
Corporation to the Stockholders not less than 10 nor more than 60 days before
the date of such meeting. The Corporation shall use all reasonable efforts to
cause the bank acting as the depositary (the "Depositary") with respect to the
Swedish Depositary Shares representing shares of common stock of the Corporation
(the "SDSs") or its designee to mail such notice in Sweden to record holders
(the "Swedish Holders") of SDSs. If mailed, such notice shall be deemed to be
given when deposited in the Untied States or (in the case of mailing by the
Depositary) Swedish mail, postage prepaid, directed to the Stockholder or
Swedish Holder at such Stockholder or Swedish Holder's address as it appears on
the records of the Corporation or the Depositary, as the case may be.

         SECTION 2.05. Waiver of Notice. Notice of any annual or special meeting
of Stockholders need not be given to any Stockholder that files a written waiver
of notice with the Secretary, signed by the person entitled to notice, whether
before or after such meeting. Neither the business to be transacted at, not he
purpose of, any meeting of Stockholders need be specified in any written waiver
of notice thereof. Attendance of a Stockholder at a meeting, in person or by
proxy, shall constitute a waiver of notice of such meeting, except when such
Stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the notice of such meeting was inadequate or improperly given.

         SECTION 2.06. Adjournments. Whenever a meeting of Stockholders, annual
or special, is adjourned to another date, time or place, notice need not be
given of the adjourned meeting if the date, time and place thereof are announced
at the meeting at which the adjournment is taken. If the adjournment is for more
than 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 entitled to vote thereat. At the adjourned meeting, any business may
be transacted which might have been transacted at the original meeting.

         SECTION 2.07. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation of the Corporation, as the same may be amended
and/or restated from time to time (the "Certificate of Incorporation") or
elsewhere in these By-Laws, the record holders of a




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majority of the Shares of the Corporation entitled to vote thereat, present in
person or by proxy, shall constitute a quorum for the transaction of business at
all meetings of Stockholders, whether annual or special. If, however, such
quorum shall not be present in person or by proxy at any meeting of
Stockholders, the Stockholders entitled to vote thereat may adjourn the meeting
from time to time in accordance with Section 2.05 hereof until a quorum shall be
present in person or by proxy.

         SECTION 2.08. Voting. Except as otherwise provided in the Certificate
of Incorporation, each Stockholder shall be entitled to one vote for each Share
held by such Stockholder. Except as otherwise provided by law or the Certificate
of Incorporation or these By-Laws, when a quorum is present at any meeting of
Stockholders, the vote of the record holders of a majority of the Shares
constituting such quorum shall decide any question brought before such meeting.
Voting at any meeting of the Stockholders need not be by written ballot unless
the holders of a majority of the Shares present in person or by proxy at such
meeting shall so determine.

         SECTION 2.09. Proxies. Each Stockholder entitled to vote at a meeting
of Stockholders may authorize another person or persons to act for such
Stockholder by proxy. Such proxy shall be filed with the Secretary before such
meeting of Stockholders, at such time as the Board may require. No proxy shall
be voted or acted upon more than three years from this date, unless the proxy
provides for a longer period.

         SECTION 2.10. No Stockholders' Consent in Lieu of Meeting. Any action
required or permitted to be taken by the Stockholders of the Corporation must be
effected at a duly called annual meeting or special meeting of such Stockholders
and may not be effected by any consent in writing by any such Stockholders.

         SECTION 2.11. Organization. Meetings of Stockholders shall be presided
over by the Chairman, or in the absence of the Chairman by the President and
Chief Executive Officer, or in the absence of the President and Chief Executive
Officer by an Executive Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary of the
Corporation (the "Secretary"), or in the absence of the Secretary and Assistant
Secretary, shall act as secretary of the meeting, but in the absence of the
Secretary and any Assistant Secretary the chairman of the meeting may appoint
any person to act as secretary of the meeting.

         SECTION 2.12. Inspectors. Prior to any meeting of Stockholders, the
Board or the President and Chief Executive Officer shall appoint one or more
inspectors to act at such meeting and make a written report thereof and may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at the meeting of
Stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall ascertain the number of Shares
and the voting power of each, determine the Shares represented at the meeting
and the validity of proxies





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and ballots, count all votes and ballots, determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors and certify their determination of the number of Shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons to assist them in the performance
of their duties. The date and time of the opening and closing of the polls for
each matter upon which the Stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxy or vote, not any revocation thereof
or change thereto, shall be accepted by the inspectors after the closing of the
polls. In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted therewith, any information provided by a Stockholder who submits a
proxy by telegram, cablegram or other electronic transmission from which it can
be determined that the proxy was authorized by the Stockholder, ballots and the
regular books and records of the Corporation, and they may also consider other
reliable information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers, their nominees or similar persons
which represent more votes than the holder of a proxy is authorized by the
record owner to cast or more votes than the Stockholder holds of record. If the
inspectors consider other reliable information for such purpose, they shall, at
the time they make their certification, specify the precise information
considered by them, including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.

         SECTION 2.13. Fixing Date for Determination of Stockholders of Record.
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, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board, and which
record date shall not be more than 60 nor less than 10 days before the date of
such meeting. If no record date is fixed by the Board, the record date for
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. 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 may fix a new record date for the adjourned meeting.

         In order that the Corporation may determine the Stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the Stockholders 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 may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than 60 days prior to such action. If no record
date is fixed, the record date for determining Stockholders for any such purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.

         SECTION 2.14. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least 10 days before every meeting of Stockholders, a
complete list of the Stockholders





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entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each Stockholder 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 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.


                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation of these By-Laws directed or required to be
exercised or done by Stockholders.

         SECTION 3.02. Number and Term of Office. The number of Directors shall
not be less than eight nor more than sixteen, with the number fixed from time to
time by the Board. At least half of the Directors shall be independent Directors
as such term is used in Rule 303 of the Rules of the New York Stock Exchange as
in existence on the date hereof, or as amended from time to time hereafter (the
"Independent Directors"). Directors need not be Stockholders. Until the election
of Directors at the annual meeting of Stockholders held in 2001, one-half of the
Directors shall be citizens of Canada or the United States (the "U.S.
Directors") and one-half of the Directors shall be nationals of Sweden or member
states of the European Union (the "European Directors"). The Board shall be
divided into three classes, each class to have, as near as may be possible, an
equal number of Directors and an equal number of U.S. Directors and European
Directors such that, although each class may not have equal numbers of U.S.
Directors and European Directors, the Board shall include an equal number of
U.S. Directors and European Directors. The term of office of Directors of the
first class shall expire at the annual meeting of Stockholders held in 1996; the
term of office of Directors of the second class shall expire at the annual
meeting of Stockholders held in 1997; and the term of office of Directors of the
third class shall expire at the annual meeting of Stockholders held in 1998.
Except as otherwise required by law, the Certificate of Incorporation or these
By-Laws, the Directors shall be elected at an annual meeting of the Stockholders
at which a quorum is present. Directors shall be elected by a plurality of the
votes of the Shares present in person or represented by proxy and entitled to
vote on the election of Directors. At each annual meeting of Stockholders,
Directors of the class whose term then expires shall be elected for a full term
of three years to succeed the Directors of such class, so that the term of
office of the Directors of one class shall expire in each year; provided,
however, that nothing herein shall be construed to prevent (i) the election of a
Director to succeed him or herself, or (ii) the election of a Director for the
remainder of an unexpired term in the class of Directors to which he or she is
elected.






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         SECTION 3.03. The Chairman. (a) (i) Until the annual meeting of
Stockholders at which Directors are elected in 2001, the Chairman and the
President and Chief Executive Officer may not both be citizens of Canada or the
United States and may not both be nationals of Sweden or member states of the
European Union, and (ii) the Chairman and the President and Chief Executive
Officer may not be the same person unless otherwise approved by 80% of the
Directors.

         (b) The Chairman shall have authority to sign and acknowledge in the
name and on behalf of the Corporation all stock certificates, contracts or other
documents and instruments except when the signing thereof shall be expressly
delegated to an officer or agent by the Board or required by law to be otherwise
signed or executed and, unless otherwise provided by law or by the Board shall
authorize any officer, employee or agent of the Corporation to sign, execute and
acknowledge in his or her place and stead all such documents and instruments.

         (c) The Chairman shall be a non-executive chairman of the Board who
shall devote such time as may be required to fulfill his or her obligations as
Chairman. The Chairman may hold such responsibilities with respect to the
governance of the Corporation as from time to time may be assigned by the Board
or the Executive Committee. In addition, the Chairman may serve as a paid
consultant to the Corporation.

         SECTION 3.04. Mandatory Retirement. No Director of the Corporation
shall continue to remain a Director beyond the annual meeting of Stockholders at
which Directors are elected next following or coinciding with his or her
attaining age 70; provided, however, that any Director who is a Director at the
time these By-Laws first become effective may continue to remain a Director
until the first day of the month following or coinciding with his or her
attaining age 72.

         SECTION 3.05. Resignation. Any Director may resign at any time by
giving written notice to the Board, the Chairman or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman or the
Secretary, as the case may be. Unless otherwise specified therein, acceptance of
such resignation shall not be necessary to make it effective.

         SECTION 3.06. Removal. Any or all of the Directors may be removed for
due cause by vote of the record holders of a majority of the holders of Shares
entitled to vote thereon at a meeting of the Stockholders; provided, however,
that no such removal can be made at such meeting unless the notice thereof
specifies such removal and the reasons therefor as one of the matters that will
be considered at said meeting.

         SECTION 3.07. Vacancies. Newly created directorships resulting from any
increase in the number of Directors and any vacancies on the Board resulting
from death, resignation, disqualification, removal, or other cause shall be
filled solely by the affirmative vote of a majority of the remaining Directors
then in office, even though less than a quorum. Any Director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was
created or the vacancy occurred





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and until such Director's successor shall have been elected and qualified. No
decrease in the number of Directors constituting the Board shall shorten the
term of any incumbent Director.

         SECTION 3.08. Meetings. (a) Annual Meetings. As soon as practicable
after each annual election of Directors by the Stockholders, the Board shall
meet for the purpose of organization, election of a Chairman and officers of the
Corporation, and the transaction of other business, unless it shall have
transacted all such business by written consent pursuant to Section 3.09 hereof.

         (b) Other Meetings. Other meetings of the Board shall be held at such
times as the Chairman, the President and Chief Executive Officer, the Secretary,
and any two European Directors or two U.S. Directors shall from time to time
determine.

         (c) Notice of Meetings. The Secretary shall give written notice to each
Director of each meeting of the Board, which notice shall state the place, date,
time and purpose of such meeting. Notice of each such meeting shall be given to
each Director, if by mail, addressed to him or her at his or her residence or
usual place of business, at least five days before the day on which such meeting
is to be held, or shall be sent to him or her at such place by telecopy,
telegraph, cable, or other form of recorded communication, or be delivered
personally or by telephone not later than three days before the day on which
such meeting is to be held. A written waiver of notice, signed by the Director
entitled to notice, whether before or after the time of the meeting referred to
in such waiver, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of any meeting of the Board need be specified in
any written waiver of notice thereof. Attendance of a Director at a meeting of
the Board shall constitute a waiver of notice of such meeting, except as
provided by law.

         (d) Quorum and Manner of Acting. Except as otherwise required by law,
the Certificate of Incorporation or these By-Laws, a majority of the Directors
then in office shall constitute a quorum at any meeting of the Board, and the
Board shall act only when a quorum is present. Except as otherwise provided in
these By-Laws, a majority of the quorum shall decide any questions that come
before the meeting.

         (e) Place of Meetings. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board or the Chairman may
from time to time determine, or as shall be designated in the respective notices
or waivers of notice of such meetings.

         (f) Organization. At each meeting of the Board, the Chairman or, in his
or her absence, the President and Chief Executive Officer or, if both of such
persons are absent, a chairman chosen by a majority of the Directors present
shall act as chairman of the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

         SECTION 3.09. Directors' Consent in Lieu of Meeting. Any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken





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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 all the members
of the Board or such committee and such consent is filed with the minutes of the
proceedings of the Board or such committee.

         SECTION 3.10. Action by Means of Telephone or Similar Communications
Equipment. In accordance with standards established by the Executive Committee,
any one or more members of the Board, or of any committee thereof, may
participate in a meeting of the Board or such 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 participation in a meeting
by such means shall constitute presence in person at such meeting.

         SECTION 3.11. Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board may determine the compensation of
Directors. In addition, as determined by the Board, Directors may be reimbursed
by the Corporation for their expenses, if any, in the performance of their
duties as Directors. No such compensation or reimbursement shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.


                                   ARTICLE IV

                                   COMMITTEES

         SECTION 4.01. The Executive Committee. The Board may, in its
discretion, designate annually an Executive Committee (the "Executive
Committee") consisting of any even number of Directors, but in any event not
fewer than four Directors as it may from time to time determine. The Executive
Committee shall have and may exercise all the powers and authority of the Board
(except as stated below) in situations where the Board cannot meet, but as a
matter of corporate governance, whenever possible, the full Board shall meet in
person or by conference telephone. The committee shall have no power or
authority to amend the Certificate of Incorporation of the Corporation, adopt an
agreement of merger or consolidation, recommend to the Stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommend to the Stockholders a dissolution of the Corporation or a
revocation of a dissolution, amend the By-Laws of the Corporation, elect
officers or fill vacancies on the Board or any committee of the Board, declare a
dividend, authorize the issuance of stock, or such other powers as the Board may
from time to time specifically eliminate. The Executive Committee shall report
its activities to the Board whenever action is taken.

         SECTION 4.02. Audit Committee. The Board shall designate annually an
Audit Committee (the "Audit Committee") consisting of an even number of
Directors, but in any event not fewer than four Directors as it may from time to
time determine, all of whom shall be Independent Directors, to assist the Board
in fulfilling its responsibilities to oversee financial policy and planning,
capital spending plans, material financial transactions, accounting,







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auditing and financial reporting practices, internal control policies and
procedures, corporate compliance policies and public and social policy matters
of he corporation.

Specifically, the Audit Committee is authorized and directed on behalf of the
Board to:

(a)      Recommend to the Board of Directors the selection or discharge of a
         firm to serve as the Company's principal independent accountants to
         audit the financial statements of the Company and its subsidiaries.

(b)      Review and, when appropriate, refer to the Board for decision, matters
         related to the Corporation's financial policy and planning, capital
         spending plans, material financial transactions and matters of public
         and social policy affecting the Corporation.

(c)      Review with the corporation's financial management and with the
         independent accountants, the Corporation's financial statements, basic
         accounting and financial policies and practices, competency of control
         personnel, standard and special tests used in verifying the
         Corporation's statements of account and in determining the soundness of
         the Corporation's financial condition, and report to the Board the
         results of such reviews.

(d)      Review the policies and practices pertaining to publication of
         quarterly and annual financial statements to assure consistency with
         audited results and the implementation of policies and practices
         recommended by the independent accountants.

(e)      Ensure that suitable independent audits are made of the operations and
         results of the Corporation and its important subsidiaries and
         affiliates.

(f)      Review and approve the audit program to be conducted by the
         Corporation's internal auditors and the results of completed audits.

(g)      Review the nature of, and fees charged for, all audit and all major
         non-audit services performed by the Corporation's independent
         accountants.

(h)      Employ, at its discretion, independent auditors and legal counsel, at
         the expense of the Corporation, to assist the Committee in performing
         its responsibilities and duties, and conduct any additional reviews,
         discussions or investigations which in it is discretion would be of
         assistance in fulfilling its responsibilities and duties.

(i)      Review annually the Corporation's information security program and the
         specific security policies, programs and practices employed to protect
         against information misuse.

(j)      Review policies and procedures for legal and regulatory compliance and
         to prevent illegal or improper payments. Monitor compliance with the
         Corporation's code of business conduct.







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(k)      Oversee the Company's policies, practices, and procedures relating to
         new drug development, clinical testing, and regulatory approval, and
         make recommendations regarding such matters to management or the full
         Board as it deems appropriate.

(l)      Review annually internal auditing's analysis of corporate officer
         expenses, including their use of corporate assets.

(m)      Perform such other duties, functions and powers as the Board may from
         time to time prescribe.

         SECTION 4.03. Compensation Committee. The Board may, in its discretion,
designate annually a Compensation Committee (the "Compensation Committee")
consisting of an even number of Directors, but in any event not fewer than four
Directors, as it may from time to time determine. The Compensation Committee
shall review, report and make recommendations to the Board on the following
matters:

(a)      The compensation arrangements for Directors, The Chief Executive
         Officer and other corporate officers following an annual review of
         management's recommendations for the individuals involved. If
         circumstances involving corporate officers require a salary adjustment
         between such reviews, a recommendation may be made directly to the
         Board by the President and Chief Executive Officer without the
         necessity of a meeting of the Compensation Committee.

(b)      Management recommendations for individual stock options to be granted
         under existing stock option plans to Corporate Officers.

(c)      The annual performance of the Chief Executive Officer and other
         corporate officers.

(d)      Any proposed stock option plans, stock purchase plans, retirement plans
         and any other plans, systems and practices of the Corporation relating
         to the compensations of corporate officers.

(e)      Such other matters as the Board may from time to time prescribe.

         SECTION 4.04. Nominating and Corporate Governance Committee Nominating
and Corporate Governance Committee. The Board may, in its discretion, designate
annually a Nominating AND Corporate Governance Committee (the "Nominating
Committee") consisting of an even number of Directors, but in any event not
fewer than four Directors, as it may from time to time determine. The Nominating
Committee shall review, report and make recommendations to the Board on the
following matters:

(a)      The size and composition of the Board; selection criteria for
         Directors; nominees for election as Directors; removal of Directors if
         deemed appropriate; Board committee charters; members and chairpersons;
         evaluation and performance of the Board and individual Directors.






                                       11
<PAGE>   12

(b)      After consultation with management, selection and recommendation to the
         Board of appropriate individuals for election, appointment and
         promotion as officers of the Corporation with a view to ensuring the
         continuity of able, capable management; plans for management succession
         and individual development plans.

(c)      Corporate governance policies, procedures and practices.

(d)      Such other matters as the Board may from time to time prescribe.

         SECTION 4.05. Committee Members, Chairman, Books and Records. Until the
annual meeting of Stockholders at which Directors are elected in 2001, (a)
one-half of the members of each committee will be citizens of Canada or the
United States and one-half of the members of each committee will be nationals of
Sweden or member states of the European Union, (b) a U.S. Director shall be the
chairman of each of the Nominating Committee and the Compensation Committee, (c)
the Chairman shall be the chairman of the Executive Committee and (d) a European
Director shall be the chairman of the Audit Committee. Each committee shall fix
its own rules of procedure and shall meet at such times and places and upon such
call or notice as shall be provided by such rules. It shall keep a record of its
acts and minutes of its proceedings, and all action of the committee shall be
reported to the Board at the next meeting of the Board.

         SECTION 4.06. Alternates. Alternate members of the committees
prescribed by this Article IV may be designated by the Board from among the
Directors to serve as occasion may require. Whenever a quorum cannot be secured
for any meeting of any such committees from among the regular members thereof
and designated alternates, the member or members of such committee present at
such meeting and not disqualified from voting, whether or not he, she or they
constitute a quorum, may unanimously appoint another qualified member of the
Board to act at the meeting in the place of such absent or disqualified member.

         Alternative members of such committees shall receive a reimbursement
for expenses and compensation at the same rate as regular members of such
committees.

         SECTION 4.07. Other Committees. The Board may create such other
committees, each to consist of any even number of Directors, as it may from time
to time determine, and each such committee shall serve for such term and shall
have and may exercise, during intervals between meetings of the Board, such
duties, functions and powers as the Board may from time to time prescribe. In
the Board's discretion, any such committee may have among its members any number
of executive officers.

         SECTION 4.08. Quorum and Manner of Acting. At each meeting of any
committee the presence of a majority of the members of such committee, whether
regular or alternate, shall be necessary to constitute a quorum for the
transaction of business, and if a quorum is present the concurrence of a
majority of those present shall be necessary for the taking of any action;
provided, however, that no action may be taken by the Executive Committee when
two or more officers of the corporation are present as members at a meeting of
either such committee unless





                                       12
<PAGE>   13

such action shall be concurred in by the vote of two or more members of such
committee who are not officers of the Corporation.


                                    ARTICLE V

                                    OFFICERS

         SECTION 5.01. Officers. The officers of the Corporation shall be the
President and Chief Executive Officer, such Executive Vice Presidents, the
Secretary, and a Treasurer and may include one or more Vice Presidents as the
Board may appoint from time to time, one or more Assistant Secretaries and one
or more Assistant Treasurers. Any two or more offices may be held by the same
person.

         SECTION 5.02. Authority and Duties. All officers shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these By-Laws or, to the extent not so provided, by resolution of
the Board.

         SECTION 5.03. Mandatory and Voluntary Retirement. Each Officer shall
tender his or her resignation to the President and Chief Executive Officer,
effective as of the first day of the month following or coinciding with his or
her attaining age 65.

         SECTION 5.04. Term of Office, Resignation and Removal. (a) The
President and Chief Executive Officer and the Executive Vice Presidents shall be
appointed by the Board and all other officers shall be nominated by the Chairman
and the President and Chief Executive Officer jointly and appointed by the
Board. Each officer shall hold office for such term as may be determined by the
Board.

         (b) Any officer may resign at any time by giving written notice to the
Board, the Chairman, the President and Chief Executive Officer or the Secretary.
Such resignation shall take effect at the time specified in such notice or, if
the time be not specified, upon receipt thereof by the Board, the Chairman, the
President and Chief Executive Officer or the Secretary, as the case may be.
Unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.

         (c) Any officer elected or appointed by the Board may be removed by the
Board at any time, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
shall not itself create contractual rights.

         SECTION 5.05. Vacancies. Any vacancy occurring in any office of he
Corporation, for any reason, shall be filled by the Board or the Chairman and
the Prescient and Chief Executive Officer in the same manner as set forth in
Section 5.04, as the case may be. Unless earlier removed pursuant to Section
5.04 hereof, any officer appointed to fill any such vacancy shall serve only
until such time as the unexpired term of his or her predecessor expires unless
reappointed.







                                       13
<PAGE>   14

         SECTION 5.06. The President and Chief Executive Officer. The President
and Chief Executive Officer shall, in the absence of the Chairman, preside at
all meetings of the Stockholders and of the Board. The President and Chief
Executive Officer shall be the Chief Executive Officer and shall have general
charge and supervision of the business of the Corporation and, in general, shall
perform all duties incident to the office of chief executive officer or
president of a corporation and such other duties as may, from time to time, be
assigned to him or her by the Board or as may be provided by law. The President
and Chief Executive Officer shall have authority to sign and acknowledge in the
name and on behalf of the Corporation all stock certificates, contracts or other
documents and instruments and, unless otherwise provided by law or by the Board,
may authorize any officer, employee or agent of the Corporation to sign, execute
and acknowledge in his place and stead all such documents and instruments.

         SECTION 5.07. The Executive Vice Presidents. Executive Vice Presidents
shall generally assist, and report to, the President and Chief Executive Officer
and perform such other duties as the Board or the President and Chief Executive
Officer shall prescribe.

         SECTION 5.08. Vice Presidents. Vice Presidents shall perform such
duties as the President and Chief Executive Officer shall prescribe.

         SECTION 5.09. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of Stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee. He or she shall give or cause to
be given notice of all meetings of Stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board, the Chairman or the
President and Chief Executive Officer and shall act under the supervision of the
Chairman and the President and Chief Executive Officer. He or she shall keep in
safe custody the seal of the Corporation and affix the same to any instrument
that requires that the seal be affixed to it and which shall have been duly
authorized for signature in the name of the Corporation and, when so affixed,
the seal shall be attested by his or her signature or by the signature of the
Treasurer of the Corporation or an Assistant Secretary or Assistant Treasurer of
the Corporation. He or she shall keep in safe custody the certificate books and
stockholder records and such other books and records of the Corporation as the
Board, the Chairman or the President and Chief Executive Officer may direct and
shall perform all other duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the Board,
the Chairman or the President and Chief Executive Officer.

         SECTION 5.10. Assistant Secretaries. Assistant Secretaries of the
Corporation, if any, shall generally assist the Secretary and perform such other
duties as the Board or the Secretary shall prescribe, and, in the absence or
disability of the Secretary, shall perform the duties and exercise the powers of
the Secretary.









                                       14
<PAGE>   15

         SECTION 5.11. The Treasurer. The Treasurer of the Corporation shall
have the care and custody of all the funds of the Corporation and shall deposit
such funds in such banks or other depositories as the Board, or any officer or
officers, or any officer and agent jointly, duly authorized by the Board, shall,
from time to time, direct or approve. He or she shall disburse the funds of the
Corporation under the direction of the Board, the Chairman and the President and
Chief Executive Officer. He or she shall keep a full and accurate account of all
moneys received and paid on account of the Corporation and shall render a
statement of his or her accounts whenever the Board, the Chairman or the
President and Chief Executive Officer shall so request. He or she shall perform
all other necessary actions and duties in connection with the administration of
the financial affairs of the Corporation and shall generally perform all the
duties usually appertaining to the office of treasurer of a corporation. When
required by the Board, he or she shall give bonds for the faithful discharge of
his or her duties in such sums and with such sureties as the Board shall
approve.

         SECTION 5.12. Assistant Treasurers. Assistant Treasurers of the
Corporation shall generally assist the Treasurer and perform such other duties
as the Board or the Treasurer shall prescribe, and, in the absence or disability
of the Treasurer, shall perform the duties and exercise the powers of the
Treasurer.


                                   ARTICLE VI

                         DIVIDENDS, FINANCE, AND PROXIES

         SECTION 6.01. Dividends. Dividends shall be declared only out of any
assets or funds of the Corporation legally available for the payment of
dividends at such times as the Board shall direct. Dividends shall be paid to
holders of the Shares in U.S. dollars. The Corporation shall make such
arrangements as are necessary or appropriate to ensure that all dividends
payable to Swedish Holders are paid in Swedish kronor.

         SECTION 6.02. Checks, Drafts and Notes. All checks, drafts and other
orders for the payment of money, notes and other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.

         SECTION 6.03. Execution of Proxies. The President and Chief Executive
Officer shall have the power and authority to transfer, vote, consent, or take
any other action with respect to any securities of another issuer which may be
held or owned by the Corporation and to make, execute, and deliver any waiver,
proxy or consent with respect to any such securities. All such proxies and
consents, unless otherwise authorized by the Board, shall be signed in the name
of the Corporation by the President and Chief Executive Officer or his or her
designee.










                                       15
<PAGE>   16

                                   ARTICLE VII

                        SWEDISH DEPOSITARY SHARES PROGRAM

         SECTION 7.01. SDSs and Swedish Holders. The Corporation shall use all
reasonable efforts to maintain the listing and index membership of its SDSs in
Sweden and its SDSs on the "A" list as such term is used by the SSE. The
Corporation shall use all reasonable efforts to establish arrangements such that
the Swedish Holders shall have the opportunity to exercise such rights with
respect to the Corporation as would be exercisable by such Swedish Holders if
they held shares of common stock of the Corporation directly.


                                  ARTICLE VIII

                             REPORTING REQUIREMENTS


         SECTION 8.01. Shareholder Communications. All communications to
Stockholders shall be made available in both the English and Swedish languages,
including, without limitation, the annual and any semiannual or quarterly
reports of the Corporation, and financial statements, and all such
communications shall be made available to all Swedish Holders.


                                   ARTICLE IX

                         SHARES AND TRANSFERS OF SHARES

         SECTION 9.01. Certificates Evidencing Shares. The shares of the
Corporation shall be evidenced by certificates in such form or forms as shall be
approved by the Board. Certificates shall be signed by the Chairman or the
President and Chief Executive Officer or both and by the Secretary or any
Assistant Secretary. Any signature on a certificate may be a facsimile. In the
event any such officer who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to hold such office or to be
employed by the Corporation before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if such officer had
held such office on the date of issue.

         SECTION 9.02. Stock Ledger. A stock ledger in one or more counterparts
shall be kept by the Secretary, in which shall be recorded the name and address
of each person, firm or corporation owning the shares evidenced by each
certificate evidencing shares issued by the Corporation, the number of shares
evidenced by each such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation. Except as otherwise expressly
required by law, the person in whose name shares stand on the stock ledger of
the Corporation shall be deemed the owner and record holder thereof for all
purposes.







                                       16
<PAGE>   17

         SECTION 9.03. Transfer of Shares. Registration of transfers of shares
shall be made only in the stock ledger of the Corporation upon request of the
registered holder of such shares, or of his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authenticity of signatures as the Corporation may reasonably require.

         SECTION 9.04. Addresses of Stockholder. Each Stockholder and Swedish
Holder shall designate to the Secretary an address at which notices of meetings
and all other corporate notices may be served or mailed to such Stockholder or
Swedish Holder, as the case may be, and, if any Stockholder shall fail to so
designate such an address, corporate notices may be served upon such Stockholder
by mail directed to the mailing address, if any, as the same appears in the
stock ledger of the Corporation or at the last known mailing address of such
Stockholder or Swedish Holder, as the case may be.

         SECTION 9.05. Lost, Destroyed and Mutilated Certificates. Each
Stockholder shall promptly notify the Corporation of any loss, destruction or
mutilation of any certificate or certificates evidencing any share or shares of
which he is the recordholder. The Board may, in its discretion, cause the
Corporation to issue a new certificate in place of any certificate theretofore
issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon
the surrender of the mutilated certificate or, in the case of loss, theft or
destruction of the certificate, upon satisfactory proof of such loss, theft or
destruction, and the Board may, in its discretion, require the recordholder of
the shares evidenced by the lost, stolen or destroyed certificate or his legal
representative to give the Corporation a bond sufficient to indemnify the
Corporation against any claim made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

         SECTION 9.06. Regulations. The Board may make such other rules and
regulations as it may deem expedient, not inconsistent with these By-Laws,
concerning the issue, transfer and registration of certificates evidencing
shares.

                                    ARTICLE X

                                      SEAL

         Section 10.01. Seal. The Board may approve and adopt a corporate seal,
which shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words "Corporate Seal
Delaware".

                                   ARTICLE XI

                                   FISCAL YEAR

         SECTION 11.01. Fiscal Year. The fiscal year of the Corporation shall
end on the thirty-first day of December of each year.









                                       17
<PAGE>   18

                                   ARTICLE XII

                          INDEMNIFICATION AND INSURANCE

         SECTION 12.01. Indemnification. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she 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, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

         (b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he or she 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, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

         (c) To the extent that a Director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 12.01(a) and (b) of these
By-Laws, or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.







                                       18
<PAGE>   19

         (d) Any indemnification under Sections 12.01(a) and (b) of these
By-Laws (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
or she has met the applicable standard of conduct set forth in Sections 12.01(a)
and (b) of these By-Laws. Such determination shall be made (i) by the Board by a
majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even
if obtainable, a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or (iii) by the Stockholders of the
Corporation.

         (e) A Director of this Corporation shall not be liable to the
Corporation or its Stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (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 the law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware (the "General Corporation Law"), or (iv) for any
transaction from which the Director derived an improper personal benefit.

         (f) Expenses (including attorneys' fees) incurred by an officer or
Director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation, as the Board deems
appropriate, in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation pursuant to this Article XII. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the Board deems
appropriate.

         (g) The indemnification and advancement of expenses provided by, or
granted pursuant to, other Sections of this Article XII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested Directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

         (h) For purposes of this Article XII, references to "the Corporation"
shall include, in addition to the Corporation, any constituent corporation,
including Pharmacia Aktiebolag ("Pharmacia"), The Upjohn Corporation ("Upjohn")
and any companies to which Pharmacia and Upjohn had previously extended rights
similar to those afforded by this Article XII which would have had power and
authority to indemnify its Directors, officers, employees or agents so that any
person who is or was a Director, officer, employee or agent of such 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 XII with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.









                                       19
<PAGE>   20

         (i) For purposes of this Article XII, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a Director, officer, employee or agent of the Corporation which
imposes duties on, or involves service by, such Director, officer, employee or
agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interest of the Corporation" as referred to in this Article
XII.

         (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article XII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         SECTION 12.02. Insurance for Indemnification. The Corporation may
purchase and maintain insurance on behalf of any person who 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, partnership, joint venture, trust or other enterprise, is
entitled to indemnification under the Corporation's Restated Certificate of
Incorporation against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of Section 145 of the General
Corporation Law.


                                  ARTICLE XIII

                                   AMENDMENTS

         SECTION 13.01. Amendments. (a) Except as provided in paragraph (b)
below, any By-Law (including these Restated By-Laws) may be adopted, amended or
repealed by the Stockholders, or by vote of the Board or by a written consent of
Directors pursuant to Section 3.09 hereof.

         (b) Notwithstanding paragraph (a) above, (i) any amendment, alteration,
change or repeal in any respect of any provision of the first sentence of
Section 1.02, Section 3.02, Sections 3.03(a) and (c), the first sentence of
Section 4.05, Section 6.01, Article VII and Article VIII shall require the
affirmative vote of 80% of all the Directors or the affirmative vote of 66-2/3%
of the then outstanding shares of capital stock of the Corporation entitled to
vote on matters submitted to stockholders of the Corporation (the "Voting
Stock", and a "Supermajority Vote"); (ii) any amendment, alternation, change or
repeal in any respect of any provision of Section 2.01(b) shall require the
affirmative vote of 80% of the Directors or a Supermajority Vote, provided,
however, that in the event that (X) the number of persons that are residents in
or nationals of Sweden holding Shares, whether directly or as SDSs (the "Swedish
Persons"), falls below 5% of the total




                                       20
<PAGE>   21

number of persons holding Voting Stock or (Y) such Swedish Persons cease to
beneficially own at least 5% of the Voting Stock (including shares held by the
Depositary), then any such amendment, alteration, change or repeal in any
respect of any of these provisions shall require the affirmative vote of a
majority of the Directors or the affirmative vote of the holders of a majority
of the Voting Stock; and (iii) any amendment, alteration, change or repeal in
any respect of Section 13.01(a) hereof or subparagraphs (i) or (ii) of this
Section 13.01(b) shall require the affirmative vote of 80% of all the Directors
or a Supermajority Vote.




























                                       21