CERTIFICATE OF AMENDMENT
                                         OF
                       RESTATED CERTIFICATE OF INCORPORATION
                                         OF
                                   CALGENE, INC.

                              Pursuant to Section 242
                               of the Corporation Law
                              of the State of Delaware


     Calgene,  Inc. (the  "Corporation"),  a corporation  organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
does hereby certify as follows:

     At a meeting of the Board of Directors of the Corporation held on September
20, 1996, a resolution was duly adopted,  pursuant to Section 242 of the General
Corporation  Law of the State of  Delaware,  setting  forth an  amendment to the
Certificate of  Incorporation of the Corporation and declaring said amendment to
be advisable.  The  stockholders of the Corporation  duly approved said proposed
amendment in accordance with Sections 211 and 222 of the General Corporation Law
of the State of Delaware at a meeting of  stockholders on November 12, 1996. The
resolution authorizing the amendment is as follows:

     RESOLVED:  That Article FIFTH of the  Certificate of  Incorporation  of the
Corporation be and hereby is amended as follows:

     1. Section A of Article FIFTH shall be amended as follows:

     (a) The  following  definitions  shall be  deleted:  "Gargiulo,  G.P."  and
"Gargiulo, L.P."

     (b) The  definition of "Gargiulo"  shall be amended to read in its entirety
as follows:

<PAGE>
                   "'Gargiulo' means Gargiulo,  Inc.  formerly known as Tomato
                   Investment Associates, Inc."

     (c) The definition of "Governance  Agreement" shall be amended and restated
to read in its entirety as follows:

                   "'Governance Agreement' means the Amended and Restated
                   Stockholders Agreement dated as of November 12, 1996 by and
                   between the Corporation and Monsanto."

     (d) The following  sentence  shall be added at the end of the definition of
"Independent Director":

                    "Without limiting the  foregoing,  Roger H.  Salquist  shall
                    qualify  as  an  Independent  Director  so  long  as he
                    continues to qualify under clauses (iv) and (v) of such
                    definition. Roger H. Salquist shall not fail to qualify
                    under  clause  (iv)  above as a result of his Change in
                    Control  Employment  Agreement  dated July 19, 1995, as
                    modified,  or Consulting  Agreement dated September 16,
                    1996   with   the   Corporation.   Any  of  the   above
                    restrictions  may be waived by unanimous  action of the
                    Board of Directors."

     (e) The following definition shall be added:

                   "'Stock Purchase Agreement' means the Stock Purchase
                   Agreement dated as of September 27, 1996 between the
                   Corporation and Monsanto."

     (f) The definition of "Trigger Event" shall be amended and restated to read
in its entirety as follows:

                    "'Trigger  Event'  means the  earliest  of (i) any time that
                    Monsanto's  Percentage  Interest is at least fifty-five
                    percent (55%),  (ii) the Corporation  elects to convert
                    borrowings  made from Monsanto  into Equity  Securities
                    and  Monsanto's  Percentage  Interest is at least fifty
                    percent  (50%)  after  such  conversion,  or (iii)  the
                    closing of Monsanto's  purchase of additional shares of
                    Common Stock pursuant to the Stock Purchase Agreement."

     (g) The  definition  of  "Registrable  Securities"  shall  be  amended  and
restated to read in its entirety as follows:


<PAGE>
                    "'Registrable  Securities'  means  shares  of  Common  Stock
                    issued  or  issuable   to  Monsanto   pursuant  to  the
                    Transaction   Agreements  and  the  Prior  Stockholders
                    Agreement (as defined in the Governance  Agreement) and
                    the Stock Purchase  Agreement whether owned by Monsanto
                    or a  permitted  transferee  of  Monsanto  and all such
                    other   securities  of  the  Corporation   acquired  by
                    Monsanto or any  Affiliate  of  Monsanto in  accordance
                    herewith."


     2. Section C of Article  FIFTH shall be amended and restated to read in its
entirety as follows:

"C. THE BOARD OF DIRECTORS; COMMITTEES

     During the term of the Governance Agreement (i) the number of directors and
the manner of  nominating  and removing  members  thereof  shall be set forth in
Section C(1),  below, and (ii) the Board of Directors shall establish,  empower,
and maintain committees as set forth in Section C(2), below.

     1. Board of  Directors.  The number of Directors  and manner of  nominating
Directors shall be as follows:

     (a) The  number  of  Directors  comprising  the  Board of  Directors  shall
initially be fixed at nine (9) Directors.

     (b) Until changed in accordance with the Governance Agreement, the Board of
Directors shall be comprised of nine (9) Directors,  and the  Corporation  shall
nominate for election as Directors: (i) one (1) Corporation Management Director,
(ii) three (3) Corporation Directors, and (iii) five (5) Directors designated by
Monsanto, at least one (1) of which shall be an Independent Director.

     (c) [This section intentionally left blank]

     (d) At any time that  Monsanto's  Percentage  Interest is at least  seventy
percent  (70%),  (i) the  Corporation  shall  nominate:  (i)  six (6)  Directors
designated  by  Monsanto,  which  shall  consist  of  the  one  (1)  Corporation
Management  Director and five (5) other Monsanto  Directors  (including at least
one (1) Independent Director) and (ii) three (3) Independent Directors.  At such
time as Monsanto's  Percentage  Interest is at least ninety-nine  percent (99%),
the Corporation shall nominate nine (9) Directors designated by Monsanto.

     (e) Notwithstanding anything in the foregoing paragraphs (b) and (d) to the
contrary,  (i) at any time  Monsanto's  Percentage  Interest  is less than forty
percent

<PAGE>
(40%) but at least twenty percent  (20%),  the  Corporation  shall nominate
three  (3)  Directors  designated  by  Monsanto,  (ii)  at any  time  Monsanto's
Percentage  Interest is less than twenty  percent (20%) but at least ten percent
(10%), the Corporation  shall nominate two (2) Directors  designated by Monsanto
and (iii) at any time  Monsanto's  Percentage  Interest is less than ten percent
(10%) but at least five percent (5%),  the  Corporation  shall  nominate one (1)
Director designated by Monsanto. If, at any time, Monsanto's Percentage Interest
is less than five  percent  (5%),  the  Corporation  shall not be  obligated  to
nominate  any  Director  designated  by  Monsanto.  At any such time,  all other
Directors,  other than the Corporation Management Directors,  shall be nominated
by the Corporation.

     (f) The Independent  Directors to be nominated by the Corporation from time
to time shall be nominated by action of a majority of Corporation Directors then
in office.  The Corporation  Directors shall consult with the other  Independent
Directors as to the nomination of any Corporation  Director,  and in the event a
majority of the  Corporation  Directors are unable to agree upon any Corporation
Director  nominee,  then the  majority of all the  Independent  Directors  shall
nominate such nominee. In the event that no Corporation  Directors are in office
at the  time of any  nomination  of a  Corporation  Director,  such  Corporation
Directors shall be nominated by a majority of the Independent  Directors then in
office;  provided,  however,  that the holders of a majority of the  outstanding
Voting Stock held by  Unaffiliated  Equity Holders shall be entitled to nominate
and elect  Corporation  Directors in lieu of any  individuals so nominated to be
such Corporation Directors by a majority of the Independent Directors.

     (g) The  Corporation  and Monsanto,  respectively,  shall have the right to
nominate  any  replacement  for a Director  nominated  in  accordance  with this
Section  C(1) by the  Corporation  or  Monsanto,  respectively,  upon the death,
resignation,  retirement,  disqualification  or removal from office for cause of
such Director.  Such  replacement for any Independent  Director shall also be an
Independent  Director  unless,  in  the  case  of a  replacement  of a  Monsanto
Director,  the  Monsanto  Directors  include  more than the  required  number of
Independent  Directors.  The  Board of  Directors  shall  elect  each  person so
nominated  by Monsanto or the  Corporation  pursuant to this  paragraph  (g). In
addition,  the  Board  of  Directors  shall  nominate  the  Corporation's  Chief
Executive  Officer  to  replace  such  officer's  predecessor  in  office  as  a
Corporation Management Director.

     (h) In the event  that the  number of  Monsanto  Directors  on the Board of
Directors  differs  from the number that  Monsanto has the right (and wishes) to
designate for  nomination  pursuant to this Section  C(1),  (i) if the number of
Monsanto  Directors  exceeds  such  number,  Monsanto  shall  promptly  take all
appropriate  action to cause to resign that number of Monsanto  Directors  as is
required to make the remaining number of such Monsanto Directors conform to this
Section C(1) or (ii) if the number of Monsanto Directors  otherwise is less than
such number, the

<PAGE>
Corporation  shall promptly take all necessary action to create  sufficient
vacancies  on the Board of Directors  to permit  Monsanto to designate  the full
number of  Monsanto  Directors  which it is  entitled  (and  wishes) to nominate
pursuant to this Section C(1) (such action to include seeking the resignation or
removal of Directors or, at the request of Monsanto,  calling a special  meeting
of the stockholders of the Corporation for the purpose of removing  Directors to
create such  vacancies to the extent  permitted  by  applicable  law).  Upon the
creation  of any vacancy  pursuant to the  preceding  sentence,  Monsanto  shall
nominate  the person to fill such vacancy in  accordance  with this Section C(1)
and the Board of Directors shall elect each person so nominated. Notwithstanding
the foregoing,  at each annual meeting of the  stockholders of the  Corporation,
the Corporation shall nominate such number of Directors as Monsanto is otherwise
entitled to designate under this Section C(1).

     (i) Notwithstanding  anything herein to the contrary,  no individual who is
an officer,  director,  employee, agent, partner or principal stockholder of any
competitor of the Corporation or any of its Affiliates  (other than Monsanto and
its  Affiliates) or any  competitor of Monsanto or any of its Affiliates  (other
than the Corporation) shall serve as a Director without the unanimous consent of
the Board of Directors.

     (j) In the event that Monsanto desires to remove any Monsanto Director with
or without  cause and  Monsanto  is unable to procure  the  resignation  of such
Monsanto  Director,  then, upon the request of Monsanto,  the Board of Directors
shall promptly call a special  meeting of  stockholders  of the  Corporation for
purposes of removing such Monsanto  Director.  In the event that the Corporation
desires  to  remove  any  Corporation  Director  with or  without  cause and the
Corporation is unable to procure the resignation of such  Corporation  Director,
then, upon the request of a majority of all of the Independent Directors then in
office,  the  Board of  Directors  shall  promptly  call a  special  meeting  of
stockholders  of the  Corporation  for  purposes  of removing  such  Corporation
Director.  In the event that the Chief Executive  Officer's  employment with the
Corporation  is  terminated  for any  reason,  then upon the  request  of either
Monsanto or a majority of all of the Independent  Directors then in office,  the
Board of Directors  shall promptly call a special meeting of stockholders of the
Corporation for the purpose of removing such person as a Corporation  Management
Director.

     (k)  Notwithstanding   anything  to  the  contrary  herein,  the  Board  of
Directors,  by unanimous  action of all members of the Board of  Directors,  may
increase  the number of  directors  comprising  the Board of  Directors  and may
elect,  or  nominate  for  election,  the  director(s)  to fill the  vacancy  or
vacancies created by such increase.

      2.   Committees.

     (a) The Board of Directors shall establish, empower and maintain the

<PAGE>
         committees of the Board of Directors contemplated by this Section C(2).

     (b) The following committees shall be established, empowered and maintained
by the  Board of  Directors  at all  times  during  the  term of the  Governance
Agreement:

     (i)  an  Audit  Committee,   consisting  of  at  least  three  (3)  of  the
Corporation's  Independent  Directors,  which  committee shall be authorized and
empowered to cause an audit to be performed of the  Corporation  and each of its
Subsidiaries;

     (ii) [This section intentionally left blank]

     (iii) a  Compensation  Committee,  responsible,  among  other  things,  for
recommending to the Board of Directors,  for approval by a majority of the Board
of Directors,  (a) the adoption and amendment of all employee  benefit plans and
arrangements,  (b) the  engagement  of, terms of any  employment  agreements and
arrangements with, and termination of, all persons designated by the Corporation
as  "officers"  for  purposes of Section 16 of the  Exchange  Act  ("Section  16
Officers"),  and (c) the policies,  limitations  and procedures  under which the
Stock Option Plan Administration Committee shall operate; and

     (iv) such other  committees  as the Board of Directors  deems  necessary or
desirable; provided, however, that such committees are established in compliance
with Section D(a)(vi) below, if applicable.

     (c) Except as otherwise provided in Section C(2)(b) above or as agreed by a
majority of the Monsanto Management Directors,  the number of Monsanto Directors
on each committee of the Board of Directors  shall be the same  proportion  (but
not less than one (1)) of the total  membership of such  committee as the number
of Monsanto Directors,  as the case may be, is of the entire Board of Directors.
Except as otherwise provided in Section C(2)(b) above, the Monsanto Directors on
each  committee of the Board of Directors  shall be  determined by a majority of
the Monsanto Management Directors.

     (d) No action by any  committee  of the Board of  Directors  shall be valid
unless  taken by  unanimous  written  consent as provided  in the  Corporation's
By-laws or taken at a meeting for which  adequate  notice has been duly given or
waived by the members of such committee. Such notice shall include a description
of the general  nature of the business to be transacted  at the meeting,  and no
other  business  may be  transacted  at such  meeting  unless all members of the
committee are present and consent to the  consideration  of such other business.
Any  committee  member unable to  participate  in person at any meeting shall be
given the opportunity to participate by telephone. The Board of Directors or the
remaining committee

<PAGE>
members shall designate an Independent  Director or Corporation  Management
Director to replace any absent or  disqualified  Independent  Director member or
Corporation  Management  Director member,  respectively,  of any committee and a
majority  of the  Monsanto  Management  Directors  shall  designate  a  Monsanto
Director to replace any absent or disqualified  Monsanto  Director member of any
committee. Each of the committees established by the Board of Directors pursuant
to this Section C(2) shall  establish  such other rules and  procedures  for its
operation and governance (consistent with the terms of the Governance Agreement)
as it shall  see fit and may seek such  consultation  and  advice as to  matters
within its purview as it shall require."

     3. Section D of Article  FIFTH shall be amended and restated to read in its
entirety as follows:

"D.  APPROVAL REQUIRED FOR CERTAIN ACTIONS

     (a) Until the earlier of a Trigger  Event or such date on which  Monsanto's
Percentage  Interest is less than  twenty-five  (25%),  a majority of the Board,
including at least one (1) Corporation  Director and one (1) Monsanto Management
Director, shall be required to approve any of the following:

     (i) the entry by the  Corporation or any of its Affiliates  into any merger
or  consolidation or the acquisition by the Corporation or any of its Affiliates
of any  business  or assets  that would  constitute  a  Substantial  Part of the
Corporation  (determined on a consolidated basis) whether such acquisition be by
merger or consolidation or the purchase of stock or assets or otherwise;

     (ii) the sale, pledge, grant of security interest in, transfer,  retirement
or other disposal of (A) a Substantial Part of the Corporation  (determined on a
consolidated  basis),   except  pursuant  to  a  security  interest  granted  in
connection  with  borrowings  permitted  under  subsection (iv) below or (B) the
pledge or granting of a security  interest in any intangible  property set forth
in Exhibit B attached to the Monsanto Disclosure Letter;

     (iii) any dividend by or return of capital by the  Corporation  or Gargiulo
(other than such  distributions  by Gargiulo to the Corporation as are necessary
for the  Corporation to timely perform its  obligations  under Sections 1.02 and
5.02(c) of the Gargiulo Credit Facility);

     (iv) any incurrence or assumption,  in the aggregate,  by the  Corporation,
any of its  Affiliates  or any  combination  thereof,  of any  indebtedness  for
borrowed money at any time outstanding exceeding in the aggregate (determined on
a consolidated basis) the greater of (i) fifteen million dollars  ($15,000,000),
increasing by five million  dollars  ($5,000,000) on each July 1 commencing July
1, 1996, plus amounts secured by

<PAGE>
inventory  and/or  receivables  for  seasonal  working  capital  lines  and
indebtedness incurred to acquire property, plant or equipment and secured by the
acquired asset, minus amounts outstanding under the Corporation Credit Facility,
or (ii) the amounts set forth in the Corporation's Operating Plan, provided that
loans  under  the  Gargiulo  Credit  Facility  shall  not  be  counted  in  this
limitation;

     (v)  the  repurchase  or  redemption  of  any  Equity   Securities  of  the
Corporation,  other  than from  employees  upon  termination  of  employment  or
service;

     (vi) the establishment of any new committees of the Board or new or revised
delegation(s)  of Board authority to any Board committee or changes or revisions
to general  delegations of authority to officers or other Persons for categories
of expenditures;

     (vii) the adoption of or amendment to any benefit or incentive plans of the
Corporation  or any of its  Affiliates  which  would  increase  the annual  cost
thereof by more than  fifteen  percent  (15%) from the prior  fiscal year or any
adoption of, or amendment to, any stock option plan;

     (viii) the election, appointment or removal of the Chief Executive Officer,
Chief  Operating  Officer  or Chief  Financial  Officer of the  Corporation  and
Calgene and their successors and the  establishment of their annual or long term
compensation  level and benefits and basis for awards (other than  agreements in
effect on the Effective Date);  provided,  however, that Monsanto shall have the
right to select the Chief Technical  Officer of the Corporation and a controller
reporting to the Chief Financial Officer of the Corporation;

     (ix) approval of the annual operating plan ("Operating Plan") and long-term
strategic plan ("Strategic Plan") of the Corporation and its Affiliates, as well
as the annual  operating  plan and  long-term  strategic  plan for the  Gargiulo
Business,  to be submitted to the Board annually for approval,  and any material
changes thereto;

     (x) any transaction  between the Corporation (and its  Affiliates),  on the
one hand, and its (their) directors,  officers or employees,  on the other hand,
which is not in the normal course of business;

     (xi) any modification of the Transaction Agreements;

     (xii) any amendment of the By-laws or certificate of  incorporation  of the
Corporation, Calgene or Gargiulo by the respective Boards of Directors thereof;

     (xiii) the issuance of any  warrants for the purchase of Equity  Securities
or the issuance of  additional  Equity  Securities  (other than warrants for the
purchase of Equity  Securities) in excess of four million  (4,000,000) shares of
Common Stock in any

<PAGE>
two (2)-year period to a third party, other than pursuant to plans referred
to in subsection (vii) above;

     (xiv) the sale or licensing by the  Corporation or any of its Affiliates of
(A) any  intangible  property  set forth in Exhibit B attached  to the  Monsanto
Disclosure Letter or (B) any other intangible property for consideration  (other
than  royalties  contingent  on future  sales)  exceeding  five million  dollars
($5,000,000)  in  the  aggregate   (determined  on  a  consolidated  basis)  per
transaction or per series of related transactions;

     (xv) new  fixed  capital  investments,  capital  leases  or  noncancellable
operating leases by the Corporation and its Affiliates having annual payments in
the  aggregate  (determined  on a  consolidated  basis)  exceeding the aggregate
amount set forth in the Operating Plan;

     (xvi)[This section intentionally left blank]

     (xvii) any press release which mentions or directly or indirectly refers to
Monsanto,  except as required by law and where Board approval cannot be obtained
in a timely manner;

     (xviii) the initiation, settlement or termination of any suit or proceeding
concerning  intellectual  property, any other matter which could have an adverse
public  affairs  effect  upon  Monsanto  or  the  filing  of any  insolvency  or
bankruptcy  proceeding  by or on  behalf  of  the  Corporation  or  any  of  its
Affiliates; or

     (xix) the removal or election of the directors of Gargiulo.

     (b) After a Trigger Event and until March 31, 1999 or Monsanto's Percentage
Interest is at least seventy  percent (70%), a majority of the Board,  including
at least two (2) Corporation Directors,  shall be required to approve any of the
following:

     (i) the matters set forth in subsections (i), (ii), (vi), (viii),  (ix) and
(xi) of paragraph (a) above; or

     (ii) any  transaction  between the  Corporation  (and its  Affiliates)  and
Monsanto or any Affiliate of Monsanto.

     (c) From and after  the  occurrence  of both (i) a  Trigger  Event and (ii)
March 31, 1999 and until Monsanto's  Percentage Interest is at least ninety-nine
percent (99%),  neither  Monsanto nor any of its Affiliates shall enter into any
transaction  with the Corporation or any of its Affiliates  without the approval
of at least two (2) Corporation Directors."

<PAGE>
              IN WITNESS WHEREOF, the Corporation has caused this Amendment to
         be signed by its President on this 12th day of November, 1996.

                                       CALGENE, INC.


                                       BY:/s/ Lloyd M. Kunimoto
                                              Lloyd M. Kunimoto
                                              President

<PAGE>
                              CERTIFICATE OF AMENDMENT
                                         OF
                       RESTATED CERTIFICATE OF INCORPORATION
                                         OF
                                   CALGENE, INC.

                            Pursuant to Section 242 of the
                              General Corporation Law
                             of the State of Delaware

     CALGENE, INC. (the "Corporation"), a corporation organized and existing

under  and by  virtue  of the  General  Corporation  Law  of the  State  of

Delaware, does hereby certify as follows:

     At a meeting of the Board of Directors of the Corporation held on

September 20, 1996, a resolution was duly adopted,  pursuant to Section 242 of

the General Corporation Law of the State of Delaware, setting forth an

amendment  to the  Certificate  of  Incorporation  of the  Corporation  and

declaring said amendment to be advisable. The stockholders of the Corporation

duly approved said proposed  amendment in accordance with Section 211 and 222 of

the General  Corporation  Law  of  the  State  of  Delaware  at  a  meeting  of

stockholders on November  12,  1996.  The  resolution  authorizing  the

amendment is as follows:

     RESOLVED: That the first  paragraph of Article  FOURTH of the Restated
               Certificate of  Incorporation of the Corporation be and hereby is
               deleted and the following paragraph is inserted in lieu thereof:

               The total  number of shares of all classes of stock  which the
         Corporation shall have authority to issue is 110,000,000  shares,
         consisting of 100,000,000 shares of Common  Stock,  $.001 par value per
         share (the  "Common  Stock"),  and 10,000,000 shares of Preferred
         Stock,  $.001 par value per share (the "Preferred Stock").
<PAGE>
     IN WITNESS WHEREOF, the Corporation has caused this Amendment to be

signed by its President this 13th day of March, 1997.


                                  CALGENE, INC.


                                  BY: /s/ Lloyd M. Kunimoto
                                          Lloyd M. Kunimoto
                                          President

<PAGE>
                       RESTATED CERTIFICATE OF INCORPORATION

                                         OF

                                 CALGENE II, INC.


                       Pursuant to Sections 242 and 245 of the
                  General Corporation Law of the State of Delaware

     Calgene II, Inc., a corporation  organized and existing under and by virtue
of the General  Corporation  Law of the State of Delaware  (the  "Corporation"),
hereby certifies as follows:

     (a) The name of the Corporation is Calgene II, Inc.,  which is its original
name. The original  Certificate of  Incorporation  of the  Corporation was filed
with the Secretary of State of the State of Delaware on November 21, 1995.

     (b) This Restated  Certificate of  Incorporation  restates,  integrates and
further  amends  the  provisions  of the  Certificate  of  Incorporation  of the
Corporation,  as heretofore amended, and was duly adopted in accordance with the
provisions of Sections 242 and 245 of the General  Corporation  Law of the State
of Delaware.

     (c) The text of the Certificate of Incorporation, as heretofore amended, is
hereby  restated,  integrated,  and further  amended to read in its  entirety as
follows:

     FIRST. The name of the corporation is Calgene, Inc. (the "Corporation").

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

     THIRD.  The nature of the  business or purposes to be conducted or promoted
by the Corporation is as follows:

     To engage in any  lawful  act or  activity  for which  corporations  may be
organized  under  the  General  Corporation  Law of the State of  Delaware  (the
"General Corporation Law").

     FOURTH:  The  total  number of shares  of all  classes  of stock  which the
Corporation  shall have authority to issue is 90,000,000  shares,  consisting of
80,000,000 shares of Common Stock, $.001 par




                                         -  1-



<PAGE>
value per share (the "Common Stock"), and 10,000,000 shares of Preferred Stock,
$.001 par value per share (the "Preferred Stock").

     The following is a statement of the designations and the powers, privileges
and rights,  and the  qualifications,  limitations  or  restrictions  thereof in
respect of each class of capital stock of the Corporation.

A.   COMMON STOCK.

     1. General.  The voting,  dividend and liquidation rights of the holders of
the Common  Stock are subject to and  qualified  by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.

     2. Voting.  Except as otherwise  provided in Article FIFTH,  the holders of
the Common  Stock are  entitled  to one vote for each share held on all  matters
voted upon by the stockholders.

     3.  Dividends.  Dividends may be declared and paid on the Common Stock from
funds  lawfully  available  therefor  as and  when  determined  by the  Board of
Directors  and  subject  to  any  preferential   dividend  rights  of  any  then
outstanding shares of Preferred Stock.

     4.  Liquidation.  Upon the  dissolution,  liquidation  or winding-up of the
Corporation,  whether voluntary or involuntary,  holders of Common Stock will be
entitled to receive all assets of the Corporation  available for distribution to
its  stockholders,  subject to any  preferential  rights of any then outstanding
shares of Preferred Stock.

B.   PREFERRED STOCK.

     Preferred Stock may be issued from time to time in one or more series, each
of such  series to have such  terms as stated  or  expressed  herein  and in the
resolution or resolutions  providing for the issue of such series adopted by the
Board of Directors of the  Corporation  as hereinafter  provided.  Any shares of
Preferred Stock which may be redeemed,  purchased or acquired by the Corporation
may be  reissued  except  as  otherwise  provided  by law.  Different  series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purposes of voting by classes unless expressly provided.

                                         -  2-



<PAGE>
     Authority is hereby  expressly  granted to the Board of Directors from time
to time to issue the  Preferred  Stock in one or more series,  and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof,  to determine and fix such voting powers,  full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof,  including without limitation thereof, dividend rights,
conversion rights,  redemption privileges and liquidation preferences,  as shall
be stated  and  expressed  in such  resolutions,  all to the full  extent now or
hereafter  permitted  by the  General  Corporation  Law.  Without  limiting  the
generality  of the  foregoing,  the  resolutions  providing  for issuance of any
series of  Preferred  Stock may provide that such series shall be superior to or
rank on a parity with or be junior to the Preferred Stock of any other series to
the extent  permitted  by law.  Except as  otherwise  provided in this  Restated
Certificate of  Incorporation,  no vote of the holders of the Preferred Stock or
Common  Stock  shall be a  prerequisite  to the  designation  or issuance of any
shares of any series of the Preferred Stock authorized by and complying with the
conditions of this Restated Certificate of Incorporation.

     Part A.   SERIES A REDEEMABLE, NON-VOTING PREFERRED STOCK

     A.1 Designation and Amount. The designation of this series of capital stock
shall be Series A Redeemable, Non-Voting Preferred Stock (the "Series A Stock").
The number of shares, powers, terms, conditions,  designations,  preferences and
privileges,  relative,  participating,  optional  and other  special  rights and
qualifications,  limitations  and  restrictions,  if any,  of the Series A Stock
shall be as set forth herein.  The number of authorized shares of Series A Stock
is 1,000.

     A.2 Voting Rights.  The Series A Stock shall have no voting rights,  except
as otherwise required by law.

     A.3  Redemption.  The Series A Stock may be redeemed by the  Corporation at
any time on or prior to December  31, 1999 for $1.00 per share.  In the event of
any  redemption  of only a part of the then  outstanding  Series  A  Stock,  the
Corporation  shall  effect such  redemption  pro rata among the holders  thereof
based on the number of shares of Series A Stock held by such holders on the date
that notice of redemption is given by the Corporation. At least 30 days prior to
the date fixed for any  redemption  of Series A Preferred  Stock (a  "Redemption
Date"),  written  notice  shall be mailed,  by first class or  registered  mail,
postage prepaid,  to each holder of record of Series A Stock to be redeemed,  at
his or its address last shown on the records of the Corporation,  notifying such

                                         -  3-



<PAGE>
holder of the election of the  Corporation  to redeem such shares and specifying
the Redemption Date. Any failure to give the notice of redemption, or any defect
in the giving of such  notice,  pursuant  to the  preceding  sentence  shall not
affect  the  validity  of the  redemption  of  shares  of  Series A Stock  which
otherwise  comply with the  provisions  of this  Section A.3. On or prior to the
Redemption  Date,  each holder of shares of Series A Stock to be redeemed  shall
surrender his or its certificate or certificates representing such shares to the
Corporation  in the  manner  and at  the  place  designated  in  the  notice  of
redemption,  and thereupon the redemption  price of such shares shall be payable
to  the  order  of  the  person  whose  name  appears  on  such  certificate  or
certificates as the owners thereof,  and each surrendered  certificate  shall be
cancelled.  From and after the  Redemption  Date,  all rights of the  holders of
Series A Stock  designated for redemption in the notice of redemption as holders
of Series A Stock (except to receive the redemption  price without interest upon
surrender of their certificate or certificates) shall cease with respect to such
shares, and such shares shall not thereafter be deemed to be outstanding for any
purpose whatsoever.

     A.4  Conversion.  The Series A Stock may not be  converted  into  shares of
Common Stock or any other class or series of capital stock of the Corporation.

     A.5 Liquidation. In the event of any liquidation, dissolution or winding-up
of the Corporation  (collectively,  a  "Liquidation"),  the holders of shares of
Series A Stock shall be entitled to receive out of the assets of the Corporation
legally  available  for  distribution  to  stockholders,  whether from  capital,
earnings or surplus, before payment shall be made to the holders of Common Stock
or any class or series of stock ranking on  Liquidation  junior to such Series A
Stock, $1.00 per share.

     A.6  Dividends.  Dividends  may be declared  and paid on the Series A Stock
from funds lawfully available  therefor,  as and when determined by the Board of
Directors.

     FIFTH.  In  furtherance  of and not in  limitation  of powers  conferred by
statute, it is further provided:

A.   CERTAIN DEFINITIONS

     As used in this Article FIFTH, the following terms shall have the following
respective  meanings (all terms defined in this Section A or in other provisions
of this Article  FIFTH in the singular  shall have the same meaning when used in
the plural and vice versa):

                                         -  4-



<PAGE>


     "Affiliate"  has the same  meaning as in Rule 12b-2  promulgated  under the
Exchange Act.

     "Associate"  has the same  meaning as in Rule 12b-2  promulgated  under the
Exchange Act.

     "Board"  or  "Board of  Directors"  means  the  Board of  Directors  of the
Corporation except where the context otherwise requires.

     "Calgene"  means  Calgene,  Inc.,  a  Delaware  corporation,  as the entity
existed prior to the Effective Date.

     "Calgene Board" means the Board of Directors of Calgene.

     "Calgene Director" means a member of the Calgene Board.

     "Common Stock" means the Common Stock, $.001 par value, of the Corporation.

     "Corporation  Director" means an Independent  Director who is nominated for
such position by the Corporation in accordance with Section C(1) hereof.

     "Corporation Management Directors" means the Chief Executive Officer of the
Corporation  (or,  if there  is none at any  time,  a  Director  nominated  by a
majority  of the  Corporation  Directors)  and a second  Director  who  shall be
nominated by a majority of the Corporation Directors.

     "Director" means a member of the Board of Directors of the Corporation.

     "Effective Date" means March 31, 1996.

     "Equity  Security"  means (i) any Common  Stock or other Voting Stock (ii),
any securities of the Corporation  convertible  into or exchangeable  for Common
Stock or other  Voting  Stock or (iii) any  options,  rights or warrants (or any
similar  securities)  issued by the Corporation to acquire Common Stock or other
Voting Stock.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                         -  5-



<PAGE>
     "Gargiulo"  means  Gargiulo,  G.P. and  Gargiulo,  L.P.,  as such  entities
existed prior to the Effective Date.

     "Gargiulo  Business"  means the business  transacted  by Tomato  Associates
after the Effective Date, which business was transacted by Gargiulo prior to the
Effective Date.

     "Gargiulo  Credit  Facility" means the Gargiulo  Credit Facility  Agreement
dated as of March 31, 1996 by and between the Corporation and Monsanto.

     "Gargiulo G.P." means Gargiulo G.P., Inc., a Delaware corporation.

     "Gargiulo L.P." means Gargiulo, L.P., a Delaware limited partnership.

     "Governance  Agreement" means the Stockholders  Agreement dated as of March
31, 1996 by and between the Corporation and Monsanto.

     "hereto",  "hereunder",  "herein",  "hereof" and the like mean and refer to
this Article FIFTH as a whole and not merely to the specific  article,  section,
paragraph or clause in which the respective word appears.

     "Holder"  means   Monsanto  and  any   subsequent   holder  of  outstanding
Registrable Securities.

     "Independent  Director" means a Director or Calgene Director (i) who is not
and has never been an officer or  employee  of  Calgene,  the  Corporation,  any
Affiliate or Associate of Calgene or the Corporation or of a Person that derived
five percent (5%) or more of its revenues or earnings in its most recent  fiscal
year from transactions  involving  Calgene,  the Corporation or any Affiliate or
Associate of Calgene or the  Corporation;  (ii) who is not and has never been an
officer or employee of Monsanto,  any Affiliate or Associate of Monsanto or of a
Person that  derived  more than five percent (5%) of its revenues or earnings in
its  most  recent  fiscal  year  from  transactions  involving  Monsanto  or any
Affiliate  or  Associate  of  Monsanto,  (iii)  who is not and never has been an
officer or employee of Gargiulo,  any Affiliate or Associate of Gargiulo or of a
Person that  derived  more than five percent (5%) of its revenues or earnings in
its  most  recent  fiscal  year  from  transactions  involving  Gargiulo  or any
Affiliate or Associate of Gargiulo,  (iv) who has no affiliation,  compensation,
consulting or contracting  arrangement with Calgene, the Corporation,  Monsanto,
Gargiulo or any of their respective Affiliates or Associates or any other Person
such that a reasonable  person would regard such Director as likely to be unduly


                                         -  6-



<PAGE>

influenced by management of Calgene,  the Corporation or Monsanto,  respectively
(provided,  however, that no Person shall be regarded as being unduly influenced
by the  management of Monsanto  merely  because such Person serves or previously
served as a director of Monsanto or any Affiliate or Associate of Monsanto), and
(v) who has an outstanding  reputation for personal  integrity and distinguished
achievement in areas relevant to the Corporation. Notwithstanding the foregoing,
no member of the  immediate  family of any Person who does not  qualify to be an
Independent Director by reason of clause (i), (ii), (iii) or (iv) above shall be
considered an Independent Director.  For purposes of the preceding sentence, the
term "immediate  family" shall have the same meaning as set forth in Item 404(a)
of Regulation S-K.

     "Monsanto" means Monsanto Company, a Delaware corporation.

     "Monsanto  Director"  means a Director or Calgene  Director,  including any
Monsanto Management Director,  who is nominated for such position by Monsanto in
accordance with Section C(1) hereof.

     "Monsanto  Disclosure  Letter" means the disclosure letter from Monsanto to
Calgene dated June 27, 1995.

     "Monsanto  Management Director" means a Director or Calgene Director who is
nominated for such  position by Monsanto in accordance  with Section C(1) hereof
and who is or was an employee of Monsanto.

     "Operating Plan" has the meaning set forth in Section D(1)(a)(ix) hereof.

     "Percentage Interest" means the percentage of outstanding Voting Stock that
is controlled directly or indirectly by Monsanto and its Affiliates.

     "Person"  means a  corporation,  association,  partnership,  joint venture,
limited liability company,  individual,  trust, unincorporated  organization,  a
government agency or political subdivision thereof and any other entity.

     "Registrable  Securities"  means  shares of Common Stock issued or issuable
pursuant to the  Transaction  Agreements  and all such other  securities  of the
Corporation acquired by a Holder.

     "Reorganization  Agreement" means the Agreement and Plan of  Reorganization
dated as of October 13, 1995 between Calgene and Monsanto.


                                         -  7-



<PAGE>

     "Section 16  Officers"  has the  meaning set forth in Section  C(2)(b)(iii)
hereof.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Strategic Plan" has the meaning set forth in Section D(1)(a)(ix) hereof.

     "Subsidiary"  has the same meaning as in Rule 12b-2  promulgated  under the
Exchange Act.

     "Substantial  Part"  means  more  than  ten  percent  (10%)  of  the  total
consolidated   assets  of  the   Corporation  as  shown  on  the   Corporation's
consolidated  balance  sheet as of the end of the  most  recent  fiscal  quarter
ending prior to the time the determination is made.

     "Tomato  Associates" means Tomato Investment  Associates,  Inc., a Delaware
corporation.

     "Transaction  Agreements"  has the meaning set forth in the  Reorganization
Agreement.

     "Trigger  Event"  means  the  earlier  of  any  time  that  (i)  Monsanto's
Percentage Interest is at least fifty-five percent (55%) or (ii) the Corporation
elects to convert  borrowings  made from  Monsanto  into Equity  Securities  and
Monsanto's  Percentage  Interest  is as least  fifty  percent  (50%)  after such
conversion.

     "Unaffiliated Equity Holders" means holders of Equity Securities other than
Monsanto or any of its Affiliates.

     "Voting Stock" means  securities  having the right to vote generally in any
election of  Directors  of the  Corporation  (other than solely by reason of the
occurrence of an event).

B.   DIRECTOR ELECTIONS; BY-LAWS; BOOKS AND RECORDS

     1. Election of directors need not be by written ballot.

     2. The Board of Directors is expressly authorized to adopt, amend or repeal
the By-laws of the Corporation.

     3. The books of the Corporation may be kept at such place within or without
the State of Delaware as the By-laws of the Corporation may provide or as may be
designated by the Board of Directors.

                                         -  8-



<PAGE>

     4. At all elections of directors of the  Corporation,  each holder of stock
or of any class or classes or of a series  thereof  shall be entitled to as many
votes as shall equal the number of votes which (except for this  provision as to
cumulative  voting) he would be entitled to cast for the  election of  directors
with respect to his shares of stock  multiplied by the number of directors to be
elected,  and he may  cast  all of such  votes  for a  single  candidate  or may
distribute them among such number to be elected,  or for any two or more of them
as he may see fit.

C.   THE BOARD OF DIRECTORS; COMMITTEES

     During the term of the Governance Agreement (i) the number of directors and
the manner of nominating and removing  members  thereof shall be as set forth in
Section C(1),  below, and (ii) the Board of Directors shall  establish,  empower
and maintain committees as set forth in Section C(2), below.

     1. Board of  Directors.  The number of Directors  and manner of  nominating
Directors shall be as follows:

     (a) The  number  of  Directors  comprising  the  Board of  Directors  shall
initially be fixed at nine (9)  Directors.  The number of such  Directors may be
increased only in accordance with Section C(1)(c) or Section D(1)(a)(xii) below.

     (b) Until the occurrence of a Trigger Event, the Corporation shall nominate
for election as Directors:  (i) two (2) Corporation  Management Directors,  (ii)
three (3)  Corporation  Directors,  and (iii) four (4)  Directors  designated by
Monsanto, at least one (1) of which shall be an Independent Director.

     (c) At and after the occurrence of a Trigger Event,  the Board of Directors
shall be comprised of eleven (11) Directors and the Corporation  shall nominate,
subject to paragraph  (d) below,  two (2)  additional  Directors  designated  by
Monsanto, for a total of six (6) nominees to be designated by Monsanto.

     (d) At any time that  Monsanto's  Percentage  Interest is at least  seventy
percent  (70%),  the  Corporation  shall  nominate:   (i)  eight  (8)  Directors
designated  by  Monsanto,  which  shall  consist  of  the  two  (2)  Corporation
Management  Directors and six (6) other Monsanto  Directors  (including at least
one (1) Independent Director) and (ii) three (3) Independent Directors.  At such
time as Monsanto's  Percentage  Interest is at least ninety-nine  percent (99%),
the Company shall nominate eleven (11) Directors designated by Monsanto.

                                         -  9-



<PAGE>

     (e) Notwithstanding  anything in the foregoing  paragraphs (b), (c) and (d)
to the contrary,  (i) at any time  Monsanto's  Percentage  Interest is less than
forty percent (40%) but at least twenty percent  (20%),  the  Corporation  shall
nominate three (3) Directors designated by Monsanto, (ii) at any time Monsanto's
Percentage  Interest is less than twenty  percent (20%) but at least ten percent
(10%), the Corporation shall nominate two (2) Directors  designated by Monsanto,
and (iii) at any time  Monsanto's  Percentage  Interest is less than ten percent
(10%) but at least five percent (5%),  the  Corporation  shall  nominate one (1)
Director designated by Monsanto. If, at any time, Monsanto's Percentage Interest
is less than five  percent  (5%),  the  Corporation  shall not be  obligated  to
nominate  any  Director  designated  by  Monsanto.  At any such time,  all other
Directors,  other than the Corporation Management Directors,  shall be nominated
by the Corporation.

     (f) The Independent  Directors to be nominated by the Corporation from time
to time shall be nominated by action of a majority of the Corporation  Directors
then in office. In the event that no Corporation Directors are in office at such
time,  such  Independent  Directors  shall be  nominated  by a  majority  of the
Independent Directors then in office;  provided,  however, that the holders of a
majority of the  outstanding  Voting Stock held by  Unaffiliated  Equity Holders
shall be entitled to nominate  and elect  Corporation  Directors  in lieu of any
individuals so nominated to be such  Corporation  Directors by a majority of the
Corporation Directors.

     (g) The  Corporation  and Monsanto,  respectively,  shall have the right to
nominate  any  replacement  for a Director  nominated  in  accordance  with this
Section  C(1) by the  Corporation  or  Monsanto,  respectively,  upon the death,
resignation,  retirement,  disqualification  or removal from office for cause of
such Director.  Such  replacement for any Independent  Director shall also be an
Independent  Director  unless,  in  the  case  of a  replacement  of a  Monsanto
Director,  the  Monsanto  Directors  include  more than the  required  number of
Independent  Directors.  The  Board of  Directors  shall  elect  each  person so
nominated  by Monsanto or the  Corporation  pursuant to this  paragraph  (g). In
addition,  the  Board  of  Directors  shall  nominate  the  Corporation's  Chief
Executive  Officer  to  replace  such  officer's  predecessor  in  office  as  a
Corporation Management Director.


                                         - 10-



<PAGE>

     (h) In the event  that the  number of  Monsanto  Directors  on the Board of
Directors  differs  from the number that  Monsanto has the right (and wishes) to
designate for  nomination  pursuant to this Section  C(1),  (i) if the number of
Monsanto  Directors  exceeds  such  number,  Monsanto  shall  promptly  take all
appropriate  action to cause to resign that number of Monsanto  Directors  as is
required to make the remaining number of such Monsanto Directors conform to this
Section C(1) or (ii) if the number of Monsanto Directors  otherwise is less than
such number,  the Corporation shall promptly take all necessary action to create
sufficient  vacancies on the Board of Directors to permit  Monsanto to designate
the full  number of Monsanto  Directors  which it is  entitled  (and  wishes) to
nominate  pursuant  to this  Section  C(1) (such  action to include  seeking the
resignation  or removal of Directors  or, at the request of Monsanto,  calling a
special  meeting  of the  stockholders  of the  Corporation  for the  purpose of
removing  Directors  to  create  such  vacancies  to  the  extent  permitted  by
applicable  law).  Upon the  creation of any vacancy  pursuant to the  preceding
sentence,  Monsanto shall nominate the person to fill such vacancy in accordance
with this  Section  C(1) and the Board of  Directors  shall elect each person so
nominated.  Notwithstanding  the  foregoing,  at  each  annual  meeting  of  the
stockholders of the Corporation,  the Corporation  shall nominate such number of
Directors  as Monsanto is  otherwise  entitled to  designate  under this Section
C(1).

     (i) Notwithstanding  anything herein to the contrary,  no individual who is
an officer,  director,  employee, agent, partner or principal stockholder of any
competitor of the Corporation or any of its Affiliates  (other than Monsanto and
its  Affiliates) or any  competitor of Monsanto or any of its Affiliates  (other
than the Corporation) shall serve as a Director without the unanimous consent of
the Board of Directors.

     (j) In the event that Monsanto desires to remove any Monsanto Director with
or without  cause and  Monsanto  is unable to procure  the  resignation  of such
Monsanto  Director,  then, upon the request of Monsanto,  the Board of Directors
shall promptly call a special  meeting of  stockholders  of the  Corporation for
purposes of removing such Monsanto  Director.  In the event that the Corporation
desires  to  remove  any  Corporation  Director  with or  without  cause and the
Corporation is unable to procure the resignation of such  Corporation  Director,
then, upon the request of a majority of the Corporation Directors then in office
(or, in the event no Corporation  Directors are then in office, upon the request
of a  majority  of the  Independent  Directors  then in  office),  the  Board of
Directors  shall  promptly  call  a  special  meeting  of  stockholders  of  the
Corporation  for purposes of removing such  Corporation  Director.  In the event
that the Chief Executive Officer's employment with the Corporation is terminated


                                         - 11-



<PAGE>

for any reason,  then upon the  request of either  Monsanto or a majority of the
Corporation  Directors then in office (or, in the event no Corporation Directors
are then in office, upon the request of a majority of the Independent  Directors
then in office), the Board of Directors shall promptly call a special meeting of
stockholders  of the  Corporation  for the purpose of removing  such person as a
Corporation Management Director.

     2. Committees.

     (a) The Board of  Directors  shall  establish,  empower  and  maintain  the
committees of the Board of Directors contemplated by this Section C(2).

     (b) The following committees shall be established, empowered and maintained
by the  Board of  Directors  at all  times  during  the  term of the  Governance
Agreement:

     (i)  an  Audit  Committee,   consisting  of  at  least  three  (3)  of  the
          Corporation's   Independent   Directors,   which  committee  shall  be
          authorized  and  empowered  to cause an audit to be  performed  of the
          Corporation and each of its Subsidiaries;

     (ii) until the  occurrence  of a  Trigger  Event,  a  Retention/Replacement
          Committee, consisting of the Independent Directors then serving on the
          Board,  responsible for the retention and/or replacement of all of the
          executive  officers of the  Corporation,  to be based on the financial
          and  behavioral  criteria  established  by  the  Retention/Replacement
          Committee;  in the event that such  committee  decides to replace  any
          executive  officer,  Monsanto  shall  have  the  right to  nominate  a
          replacement  for  such  executive  officer  for  consideration  by the
          committee  along  with  any  other   candidates   identified  by  such
          committee; the rights of the Retention/Replacement  Committee shall be
          subject to the provisions set forth in Section D(1)(a)(viii), below;

     (iii)a  Compensation  Committee,   responsible,  among  other  things,  for
          recommending to the Board of Directors,  for approval by a majority of
          the Board of Directors, (a) the adoption and amendment of all employee
          benefit plans and  arrangements,  (b) the  engagement of, terms of any
          employment  agreements and arrangements  with, and termination of, all
          persons  designated by the  Corporation  as "officers" for purposes of

                                         - 12-



<PAGE>

          Section  16 of the  Exchange  Act  ("Section  16  Officers"),  (c) the
          policies, limitations and procedures under which the Stock Option Plan
          Administration  Committee shall operate and (d) the granting under the
          Corporation's employee benefit plans of stock options and other equity
          rights  to  Section  16  Officers,   and  consisting   solely  of  the
          Independent  Directors then serving on the Board of Directors provided
          each such Independent  Director is (A) a disinterested person (as such
          term is defined in Rule  16b-3(d)  under the Exchange  Act) and (B) an
          "independent  director" for purposes of Section 162(m) of the Internal
          Revenue Code of 1986, as amended; and

     (iv) such other  committees  as the Board of Directors  deems  necessary or
          desirable;  provided, however, that such committees are established in
          compliance with Section D(1)(a)(vi), below.

     For purposes of clause (ii) above, "executive officers" shall have the same
meaning as in Rule 3b-7 promulgated under the Exchange Act.

     (c) Except as otherwise provided in Section C(2)(b), above, or as agreed by
a  majority  of the  Monsanto  Management  Directors,  the  number  of  Monsanto
Directors  on each  committee  of the  Board  of  Directors  shall  be the  same
proportion (but not less than one (1)) of the total membership of such committee
as the number of Monsanto Directors,  as the case may be, is of the entire Board
of  Directors.  Except as  otherwise  provided  in Section  C(2)(b)  above,  the
Monsanto  Directors  on each  committee  of the  Board  of  Directors  shall  be
determined by a majority of the Monsanto Management Directors.

     (d) No action by any  committee  of the Board of  Directors  shall be valid
unless  taken by  unanimous  written  consent as provided  in the  Corporation's
By-laws or taken at a meeting for which  adequate  notice has been duly given or
waived by the members of such committee. Such notice shall include a description
of the general  nature of the business to be transacted  at the meeting,  and no
other  business  may be  transacted  at such  meeting  unless all members of the
committee are present and consent to the  consideration  of such other business.
Any  committee  member unable to  participate  in person at any meeting shall be
given the opportunity to participate by telephone. The Board of Directors or the
remaining   committee  members  shall  designate  an  Independent   Director  or
Corporation   Management   Director  to  replace  any  absent  or   disqualified

                                         - 13-



<PAGE>

Independent   Director  member  or  Corporation   Management   Director  member,
respectively,  of  any  committee  and a  majority  of the  Monsanto  Management
Directors  shall  designate  a  Monsanto  Director  to  replace  any  absent  or
disqualified  Monsanto Director member of any committee.  Each of the committees
established  by the Board of  Directors  pursuant  to this  Section  C(2)  shall
establish  such other rules and  procedures  for its  operation  and  governance
(consistent with the terms of the Governance  Agreement) as it shall see fit and
may seek such  consultation  and advice as to matters  within its  purview as it
shall require.

D.   APPROVAL REQUIRED FOR CERTAIN ACTIONS

     1. Approvals Required

     (a) Until the earlier of a Trigger  Event or such date on which  Monsanto's
Percentage  Interest is less than  twenty-five  percent (25%), a majority of the
Board,  including  at least one (1)  Corporation  Director  and one (1) Monsanto
Management Director, shall be required to approve any of the following:

     (i)  the entry by the  Corporation or any of its Affiliates into any merger
          or  consolidation  or the acquisition by the Corporation or any of its
          Affiliates  of  any  business  or  assets  that  would   constitute  a
          Substantial  Part of the  Corporation  (determined  on a  consolidated
          basis) whether such  acquisition be by merger or  consolidation or the
          purchase of stock or assets or otherwise;

     (ii) the sale, pledge, grant of security interest in, transfer,  retirement
          or  other  disposal  of (A) a  Substantial  Part  of  the  Corporation
          (determined on a consolidated  basis),  except  pursuant to a security
          interest  granted  in  connection  with  borrowings   permitted  under
          subsection  (iv)  below or (B) the  pledge or  granting  of a security
          interest  in any  intangible  property  set forth in  Exhibit B to the
          Monsanto Disclosure Letter.

     (iii)any  dividend  by or return of  capital by the  Corporation  or Tomato
          Associates (other than such  distributions by Tomato Associates to the
          Corporation as are necessary for the Corporation to timely perform its
          obligations  under  Sections  1.02 and 5.02(c) of the Gargiulo  Credit
          Facility);


                                      -14-
<PAGE>

     (iv) any incurrence or assumption,  in the aggregate,  by the  Corporation,
          any of its Affiliates or any combination  thereof, of any indebtedness
          for borrowed money at any time outstanding  exceeding in the aggregate
          (determined  on a  consolidated  basis)  the  greater  of (i)  Fifteen
          Million  Dollars  ($15,000,000),  increasing  by Five Million  Dollars
          ($5,000,000)  on each July 1  commencing  July 1, 1996,  plus  amounts
          secured by inventory  and/or  receivables for seasonal working capital
          lines  and  indebtedness  incurred  to  acquire  property,   plant  or
          equipment and secured by the acquired asset, minus amounts outstanding
          under the Corporation  Credit Facility,  or (ii) the amounts set forth
          in the  Corporation's  Operating  Plan,  provided that loans under the
          Gargiulo Credit Facility shall not be counted in this limitation;

     (v)  the  repurchase  or  redemption  of  any  Equity   Securities  of  the
          Corporation,  other than from employees upon termination of employment
          or service;

     (vi) the establishment of any new committees of the Board or new or revised
          delegation(s)  of Board authority to any Board committee or changes or
          revisions  to general  delegations  of  authority to officers or other
          Persons for categories of expenditures;

     (vii)the adoption of or amendment to any benefit or incentive  plans of the
          Corporation or any of its  Affiliates  which would increase the annual
          cost thereof by more than fifteen  percent (15%) from the prior fiscal
          year or any adoption of, or amendment to, any stock option plan;

     (viii) the election, appointment or removal of the Chief Executive Officer,
          Chief Operating  Officer or Chief Financial Officer of the Corporation
          and their  successors  and the  establishment  of their annual or long
          term compensation  level and benefits and basis for awards (other than
          agreements in effect on the Effective Date);  provided,  however, that
          Monsanto shall have the right to select the Chief Technical Officer of
          the  Corporation  and a controller  reporting  to the Chief  Financial
          Officer of the Corporation;

     (ix) approval  of the  annual  operating  plan (the  "Operating  Plan") and
          long-term strategic plan (the "Strategic Plan") of the Corporation and
          its  Affiliates,  as well as the annual  operating  plan and long-term
          strategic plan for the Gargiulo Business, to be submitted to the Board
          annually for approval, and any material changes thereto;


                                      -15-
<PAGE>

     (x)  any transaction  between the Corporation (and its Affiliates),  on the
          one hand,  and its (their)  directors,  officers or employees,  on the
          other hand, which is not in the normal course of business;

     (xi) any modification of the Transaction Agreements;

     (xii)any amendment of the By-laws or  Certificate of  Incorporation  of the
          Corporation,  Calgene or Tomato Associates by the respective boards of
          directors thereof;

     (xiii) the issuance of any  warrants for the purchase of Equity  Securities
          or the issuance of additional  Equity  Securities (other than warrants
          for the  purchase  of Equity  Securities)  in  excess of four  million
          (4,000,000)  shares  of Common  Stock in any two (2) year  period to a
          third party,  other than  pursuant to plans  referred to in subsection
          (vii) above;

     (xiv)the sale or licensing by the  Corporation  or any of its Affiliates of
          (A) any  intangible  property  set forth in Exhibit B attached  to the
          Monsanto  Disclosure  Letter or (B) any other intangible  property for
          consideration  (other  than  royalties  contingent  on  future  sales)
          exceeding  Five  Million   Dollars   ($5,000,000)   in  the  aggregate
          (determined on a consolidated  basis) per transaction or per series of
          related transactions;

     (xv) new  fixed  capital  investments,  capital  leases  or  noncancellable
          operating  leases by the Corporation and its Affiliates  having annual
          payments  in  the  aggregate  (determined  on  a  consolidated  basis)
          exceeding the aggregate amount set forth in the Operating Plan;

     (xvi)matters covered in Article 5 of the Governance  Agreement,  including,
          without  limitation,  any  changes  in the  composition  of the Tomato
          Associates'  Board of  Directors  other  than with  respect to Messrs.
          Salquist and Stacey;


                                      -16-
<PAGE>

   (xvii) any press release which mentions or directly or indirectly refers to
          Monsanto, except as required by law and where approval of the Board of
          Directors cannot be obtained in a timely manner;

     (xviii) the initiation, settlement or termination of any suit or proceeding
          concerning intellectual property, any other matter which could have an
          adverse  public  affairs  effect  upon  Monsanto  or the filing of any
          insolvency or bankruptcy proceeding by or on behalf of the Corporation
          or any of its Affiliates; or

     (xix)the removal or election  of the  directors,  subject to Section 5.1 of
          the Governance Agreement, of Tomato Associates.

     (b)  After  a  Trigger  Event  and  until  the  earlier  of (i)  the  third
anniversary of the Effective Date or (ii) Monsanto's  Percentage  Interest is at
least seventy percent (70%), a majority of the Board, including at least two (2)
Corporation Directors, shall be required to approve any of the following:

     (i)  except as provided  in Section  D(1)(a)(xvi),  above,  the matters set
          forth  in  subsections  (i),  (ii),  (vi),  (viii),  (ix)  and (xi) of
          paragraph D(1)(a), above; or

     (ii) any  transaction  between the  Corporation  (and its  Affiliates)  and
          Monsanto or any Affiliate of Monsanto.

     (c) From and after the  occurrence of both (i) a Trigger Event and (ii) the
third  anniversary  of the  Effective  Date,  and  until  Monsanto's  Percentage
Interest is at least ninety-nine percent (99%),  neither Monsanto nor any of its
Affiliates  shall enter into any transaction  with the Corporation or any of its
Affiliates without the approval of at least two (2) Corporation Directors.

     SIXTH.  Whenever a  compromise  or  arrangement  is proposed  between  this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any creditor or stockholder  thereof,  or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the


                                      -17-
<PAGE>

application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders or class of stockholders of this  Corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  Corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this Corporation, as the case may be,
and also on this Corporation.

     SEVENTH.  A  director  of  the  Corporation  shall  not  be  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a  director,  except to the extent  such  exemption  from  liability  or
limitation  thereof is not permitted  under the General  Corporation  Law as the
same exists or may  hereafter  be  amended.  No  amendment  to or repeal of this
provision  shall  apply  to or have  any  effect  on the  liability  or  alleged
liability of any director of the  Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.

     EIGHTH. 1. Actions,  Suits and Proceedings other than by or in the Right of
the  Corporation.  The  Corporation  shall indemnify each 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 is or was,  or has  agreed to become,  a director  or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the  Corporation,  as a  director,  officer  or  trustee  of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other  enterprise  (including any employee benefit plan) (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such  capacity,  against all  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or  proceeding  and any  appeal  therefrom,  if he acted in good  faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of


                                      -18-

<PAGE>

the Corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe his 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
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  conduct  was  unlawful.  Notwithstanding
anything  to the  contrary  in this  Article,  except as set forth in  Section 7
below, the Corporation shall not indemnify an Indemnitee seeking indemnification
in connection  with a proceeding  (or part thereof)  initiated by the Indemnitee
unless the  initiation  thereof was  approved by the Board of  Directors  of the
Corporation.  Notwithstanding  anything  to the  contrary in this  Article,  the
Corporation  shall not indemnify an Indemnitee to the extent such  Indemnitee is
reimbursed  from the  proceeds of  insurance,  and in the event the  Corporation
makes any  indemnification  payments to an  Indemnitee  and such  Indemnitee  is
subsequently  reimbursed from the proceeds of insurance,  such Indemnitee  shall
promptly refund such  indemnification  payments to the Corporation to the extent
of such insurance reimbursement.

     2. Actions or Suits by or in the Right of the Corporation.  The Corporation
shall indemnify any Indemnitee 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 is or was,  or has agreed to become,  a director  or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation,  as a  director,  officer or trustee  of, or in a similar  capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including  any employee  benefit  plan),  or by reason of any action alleged to
have been taken or omitted in such  capacity,  against all  expenses  (including
attorneys' fees) and, to the extent permitted by law, amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with such
action,  suit or proceeding and any appeal therefrom,  if he acted in good faith
and in a manner he  reasonably  believed  to be in, or not  opposed to, the best
interests of the Corporation,  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 Delaware shall determine upon application that, despite the
adjudication of such liability but in view of all the circumstances of the case,


                                      -19-
<PAGE>


such person is fairly and  reasonably  entitled to indemnity  for such  expenses
(including  attorneys'  fees) which the Court of Chancery of Delaware shall deem
proper.

     3.  Indemnification  for Expenses of Successful Party.  Notwithstanding the
other  provisions  of this Article,  to the extent that an  Indemnitee  has been
successful,  on the  merits or  otherwise,  in defense  of any  action,  suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim,  issue or matter  therein,  or on appeal  from any such  action,  suit or
proceeding,  he shall be indemnified against all expenses (including  attorneys'
fees)  actually and  reasonably  incurred by him or on his behalf in  connection
therewith.  Without limiting the foregoing, if any action, suit or proceeding is
disposed  of, on the  merits  or  otherwise  (including  a  disposition  without
prejudice) without (i) the disposition being adverse to the Indemnitee,  (ii) an
adjudication that the Indemnitee was liable to the Corporation,  (iii) a plea of
guilty or nolo  contendere  by the  Indemnitee,  (iv) an  adjudication  that the
Indemnitee  did not act in good faith and in a manner he reasonably  believed to
be in or not  opposed to the best  interests  of the  Corporation,  and (v) with
respect to any criminal  proceeding,  an  adjudication  that the  Indemnitee had
reasonable  cause to believe his conduct was unlawful,  the Indemnitee  shall be
considered for the purposes  hereof to have been wholly  successful with respect
thereto.

     4. Notification and Defense of Claim. As a condition precedent to his right
to be indemnified, the Indemnitee must notify the Corporation in writing as soon
as practicable of any action,  suit,  proceeding or investigation  involving him
for which indemnity will or could be sought.  With respect to any action,  suit,
proceeding  or  investigation  of which  the  Corporation  is so  notified,  the
Corporation will be entitled to participate therein at its own expense and/or to
assume the defense  thereof at its own expense,  with legal  counsel  reasonably
acceptable  to  the  Indemnitee.  After  notice  from  the  Corporation  to  the
Indemnitee of its election so to assume such defense,  the Corporation shall not
be  liable  to the  Indemnitee  for any  legal  or other  expenses  subsequently
incurred by the Indemnitee in connection with such claim, other than as provided
below in this Section 4. The  Indemnitee  shall have the right to employ his own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred  after notice from the  Corporation  of its  assumption  of the defense
thereof shall be at the expense of the  Indemnitee  unless (i) the employment of
counsel by the Indemnitee has been authorized by the  Corporation,  (ii) counsel
to the Indemnitee  shall have reasonably  concluded that there may be a conflict
of interest or position on any significant issue between the Corporation and the


                                      -20-
<PAGE>

Indemnitee in the conduct of the defense of such action or (iii) the Corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall be
at the expense of the  Corporation,  except as otherwise  expressly  provided by
this Article. The Corporation shall not be entitled,  without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of the
Corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above.

     5.  Advancement of Expenses.  Subject to the provisions of Section 6 below,
in the event  that the  Corporation  does not  assume the  defense  pursuant  to
Section 4 of this Article of any action,  suit,  proceeding or  investigation of
which  the  Corporation   receives  notice  under  this  Article,  any  expenses
(including  attorneys'  fees)  incurred by an Indemnitee in defending a civil or
criminal action, suit, proceeding or investigation or any appeal therefrom shall
be paid by the  Corporation in advance of the final  disposition of such matter;
provided,  however,  that the payment of such expenses incurred by an Indemnitee
in  advance  of the final  disposition  of such  matter  shall be made only upon
receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts
so  advanced  in the  event  that it shall  ultimately  be  determined  that the
Indemnitee is not entitled to be indemnified by the Corporation as authorized in
this  Article.  Such  undertaking  shall be accepted  without  reference  to the
financial ability of the Indemnitee to make such repayment.

     6. Procedure for  Indemnification.  In order to obtain  indemnification  or
advancement  of expenses  pursuant to Section 1, 2, 3 or 5 of this Article,  the
Indemnitee shall submit to the Corporation a written request,  including in such
request such  documentation  and  information as is reasonably  available to the
Indemnitee and is reasonably  necessary to determine  whether and to what extent
the Indemnitee is entitled to  indemnification  or advancement of expenses.  Any
such  indemnification or advancement of expenses shall be made promptly,  and in
any event within 60 days after receipt by the Corporation of the written request
of the  Indemnitee,  unless with respect to requests under Section 1, 2 or 5 the
Corporation  determines  within such 60-day period that the  Indemnitee  did not
meet the applicable standard of conduct set forth in Section 1 or 2, as the case
may be. Such determination shall be made in each instance by (a) a majority vote
of the  directors  of the  Corporation  who are not at that time  parties to the
action, suit or proceeding in question ("disinterested  directors"),  whether or
not a quorum, (b) a majority vote of a quorum of the outstanding shares of stock
of all classes entitled to vote in an election of directors,  voting as a single


                                      -21-
<PAGE>

class,  which  quorum  shall  consist of  stockholders  who are not at that time
parties to the action,  suit or proceeding in question,  (c)  independent  legal
counsel (who may, to the extent  permitted by law, be regular  legal  counsel to
the Corporation), or (d) a court of competent jurisdiction.

     7.  Remedies.  The right to  indemnification  or advancement of expenses as
granted by this Article shall be  enforceable  by the Indemnitee in any court of
competent  jurisdiction if the Corporation  denies such request,  in whole or in
part, or if no disposition  thereof is made within the 60-day period referred to
in Section 6 above. Unless otherwise required by law, the burden of proving that
the  Indemnitee is not entitled to  indemnification  or  advancement of expenses
under this  Article  shall be on the  Corporation.  Neither  the  failure of the
Corporation  to have  made a  determination  prior to the  commencement  of such
action  that  indemnification  is  proper  in  the  circumstances   because  the
Indemnitee  has  met  the  applicable   standard  of  conduct,   nor  an  actual
determination  by the Corporation  pursuant to Section 6 that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met the applicable  standard of
conduct.  The  Indemnitee's  expenses  (including  attorneys'  fees) incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by the Corporation.

     8.  Subsequent  Amendment.  No  amendment,  termination  or  repeal of this
Article or of the  relevant  provisions  of the General  Corporation  Law or any
other  applicable  laws shall  affect or  diminish  in any way the rights of any
Indemnitee to  indemnification  or  advancement of expenses under the provisions
hereof with respect to any action, suit, proceeding or investigation arising out
of or relating to any  actions,  transactions  or facts  occurring  prior to the
final adoption of such amendment, termination or repeal.

     9. Other Rights. The rights to indemnification  and advancement of expenses
provided by this  Article  shall not be deemed  exclusive of any other rights to
which an Indemnitee  seeking  indemnification  or advancement of expenses may be
entitled under any law (common or statutory),  agreement or vote of stockholders
or  disinterested  directors  or  otherwise,  both as to action in his  official
capacity and as to action in any other  capacity  while  holding  office for the
Corporation,  and shall  continue  as to an  Indemnitee  who has  ceased to be a
director  or  officer,  and shall  inure to the  benefit of the  estate,  heirs,


                                      -22-
<PAGE>

executors  and  administrators  of the  Indemnitee.  Nothing  contained  in this
Article  shall be  deemed  to  prohibit,  and the  Corporation  is  specifically
authorized  to enter into,  agreements  with  officers and  directors  providing
indemnification  rights and  procedures  different  from those set forth in this
Article. In addition, the Corporation may, to the extent authorized from time to
time by its Board of Directors,  grant indemnification rights to other employees
or agents of the  Corporation or other persons  serving the Corporation and such
rights may be  equivalent  to, or greater or less than,  those set forth in this
Article.

     10.  Partial  Indemnification.  If an  Indemnitee  is  entitled  under  any
provision of this Article to  indemnification  by the  Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement  actually and reasonably  incurred by him or on his behalf in
connection with any action,  suit,  proceeding or  investigation  and any appeal
therefrom but not, however,  for the total amount thereof, the Corporation shall
nevertheless   indemnify  the  Indemnitee  for  the  portion  of  such  expenses
(including attorneys' fees),  judgments,  fines or amounts paid in settlement to
which the Indemnitee is entitled.

     11. Insurance.  The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or of another  corporation,  partnership,  joint  venture,  trust or
other  enterprise  (including  any employee  benefit  plan) against any expense,
liability or loss  incurred by him in any such  capacity,  or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
such  person  against  such  expense,   liability  or  loss  under  the  General
Corporation Law.

     12.  Merger  or  Consolidation.  If  the  Corporation  is  merged  into  or
consolidated  with another  corporation and the Corporation is not the surviving
corporation,  the  surviving  corporation  shall assume the  obligations  of the
Corporation under this Article with respect to any action,  suit,  proceeding or
investigation  arising out of or relating to any actions,  transactions or facts
occurring prior to the date of such merger or consolidation.

     13.  Savings  Clause.  If this  Article  or any  portion  hereof  shall  be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify and advance expenses to each Indemnitee
as to any expenses  (including  attorneys' fees),  judgments,  fines and amounts
paid  in  settlement  in  connection  with  any  action,  suit,   proceeding  or
investigation, whether civil, criminal or administrative, including an action by


                                      -23-
<PAGE>

or in the right of the  Corporation,  to the  fullest  extent  permitted  by any
applicable  portion of this Article that shall not have been  invalidated and to
the fullest extent permitted by applicable law.

     14.  Definitions.  Terms  used  herein and  defined  in Section  145(h) and
Section 145(i) of the General Corporation Law shall have the respective meanings
assigned to such terms in such Section 145(h) and Section 145(i).

     15. Subsequent Legislation. If the General Corporation Law is amended after
adoption of this Article to expand further the  indemnification  and advancement
of expenses  permitted to Indemnitees,  then the Corporation shall indemnify and
advance  expenses to such persons to the fullest extent permitted by the General
Corporation Law, as so amended.

     NINTH. The Corporation reserves the right to amend, alter, change or repeal
any provision  contained in this Restated  Certificate of Incorporation,  in the
manner now or hereafter  prescribed by statute and this Restated  Certificate of
Incorporation,  and all rights  conferred upon  stockholders  herein are granted
subject to this reservation.













                                        - 24-



<PAGE>

              IN WITNESS WHEREOF, this Restated Certificate of Incorporation,
         which restates, integrates and amends the provisions of the Certificate
         of Incorporation of the Corporation, and which has been duly adopted in
         accordance with the provisions of Sections 242 and 245 of the General
         Corporation Law of the State of Delaware, has been signed by its
         President this __ day of March, 1996.

                                            CALGENE II, INC.


                                            By: /s/ Roger H. Salquist
                                                    President