<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>y54530ex3-2.txt
<DESCRIPTION>FORM OF ORGANIZATIONAL REGULATION
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.2
                                                                           DRAFT
                                                                 JANUARY 9, 2002

                           ORGANIZATIONAL REGULATIONS

<Table>
<S>           <C>                                                           <C>
ARTICLE I     Authority...................................................    1
ARTICLE II    Executive Bodies of the Company.............................    1
ARTICLE III   The Board...................................................    1
ARTICLE IV    Chairman and the Vice-Chairman..............................    4
ARTICLE V     Board Committees............................................    4
ARTICLE VI    Executive Officers of the Company and the Group.............    7
ARTICLE VII   Chief Executive Officer.....................................    8
ARTICLE VIII  Conflict of Interest........................................    8
ARTICLE IX    Interests in Shares and Options.............................    9
ARTICLE X     General Provisions..........................................   10
ARTICLE XI    Final Provisions............................................   10
</Table>
<PAGE>

                                   ARTICLE I

                                   AUTHORITY

     Section 1. Authority.  These Organizational Regulations (the REGULATIONS)
are enacted by the Board of Directors of Alcon, Inc. (the COMPANY) pursuant to
art. 716b of the Swiss Code of Obligations (CO) and art. 21 para 1 and 25 of the
Company's articles of association (the ARTICLES OF ASSOCIATION). They govern the
powers and duties of the Company's executive bodies and the organization of the
Group Executive Management.

     Section 2. Company.  The Company is the holding company of an international
group of companies active in the ophthalmic and related businesses. As such it
performs strategic, financial and management functions not only for the Company
itself but also with respect to the companies controlled by it. In view of this
Group-wide function, the executive bodies and officers of the Company have to
resolve on matters that pertain both to the Company and to other Group
companies. Notwithstanding this, in any event, the executive bodies of the
Company shall give due respect to the legal independence of all Group companies
and to the local law applicable to them.

     Section 3. Organization.  For the purposes of these Regulations, the GROUP
shall mean the Company and its Subsidiaries, where SUBSIDIARIES means all such
companies and a SUBSIDIARY shall mean any such Company in which the Company
holds directly or indirectly a majority of the voting rights or has the right to
appoint a majority of the members of the Board of Directors.

     References in these Regulations to the masculine gender ("he") shall be
deemed also to include the feminine gender ("she").

                                   ARTICLE II

                        EXECUTIVE BODIES OF THE COMPANY

     Section 1. Executive Bodies and Management.  The following are the
Executive Bodies of the Company:

          (a) the Board of Directors (the BOARD);

          (b) the chairman of the Board (the CHAIRMAN);

          (c) the Board Committees established from time to time pursuant to
     these Regulations (the BOARD COMMITTEES);

          (d) the officers of the Company (the OFFICERS); and

          (e) the managing director and Chief Executive Officer of the Group
     (the CEO).

     Section 2. Group Executive Management.  To the extent these Regulations do
not reserve specific powers to the Board, the Officers or the CEO, group
executive management (the GROUP EXECUTIVE MANAGEMENT) shall be coordinated by
the senior executive officers of Alcon Laboratories, Inc. (ALCON LABORATORIES).

                                  ARTICLE III

                                   THE BOARD

     Section 1. Organization.  The Board elects a Chairman, a Vice-Chairman, and
the members of the Board Committees, from its members each year immediately
following the annual general meeting.

                                        1
<PAGE>

     The Board shall form three classes of directors serving staggered terms.
The Board shall itself determine the classes of its members. The first terms of
the Board members will expire as follows:

          (a) Class I Board members will have terms of office expiring at the
     annual general meeting of shareholders in 2003;

          (b) Class II Board members will have terms of office expiring at the
     annual general meeting of shareholders in 2004; and

          (c) Class III Board members will have terms of office expiring at the
     annual general meeting of shareholders in 2005.

     Board members shall retire from office no later than the annual general
meeting after their 72nd birthday.

     The Board further appoints a Secretary who need not be a member of the
Board.

     Section 2. General Powers.  The Board shall exercise its function as
required by law, the Articles of Association and these Regulations. The Board
shall determine the principles of the Company's and the Group's business
strategy and policies.

     The Board shall be authorized to pass resolutions on all matters which are
not reserved to the shareholders' meeting of the Company (SHAREHOLDERS' MEETING)
by the Articles of Association or delegated to the CEO or the Officers, or the
tasks reserved to any Board Committee by these Regulations.

     Section 3. The Board has the following powers and duties:

          (a) the ultimate direction of the Company and the issuance of the
     necessary guidelines in accordance with applicable Swiss law and
     regulations;

          (b) the determination of the Company's organizational structure,
     including the enactment and amendment of these Regulations;

          (c) the determination of the Company's accounting principles,
     financial control and financial planning;

          (d) the appointment and removal of the Company secretary, the members
     of Committees nominated by the Board and the Executive Management of the
     Company and the Group, as well as the determination of their signatory
     power (see Article X, Section 1);

          (e) the ultimate supervision of the persons entrusted with the
     management of the Company, in particular with regard to their compliance
     with applicable law, the Articles of Association, these Regulations and any
     ancillary regulations and guidelines of the Company;

          (f) the adoption of resolutions concerning an increase in share
     capital to the extent that such power is vested pursuant to Swiss
     corporation law in the Board and of resolutions concerning the confirmation
     of capital increases and corresponding amendments to the Articles of
     Association, as well as making the required report on the capital increase;

          (g) the preparation of the business report and the financial
     statements and any required filings with regulatory authorities or stock
     exchanges as well as the preparation of the Shareholders' Meeting and the
     implementation of its resolutions;

          (h) the examination of the professional qualifications of the
     Company's auditors;

          (i) the notification of the court if the liabilities of the Company
     exceed the assets of the Company (art. 725 CO);

          (j) the certification of increases of capital and the amendment of the
     Articles of Association related thereto;

                                        2
<PAGE>

          (k) the approval of transactions as listed in Annex 3.3 (k) to these
     Regulations of the Company and any company of the Group;

          (l) the approval of the annual investment and operating budgets as
     well as the long-term plan of the Company and the Group;

          (m) the exercise of shareholder rights in the Subsidiaries, as well as
     the ultimate control of the business activities of the Subsidiaries;

          (n) the approval of executive regulations promulgated in accordance
     with Article XI, Section 2 of these Regulations;

          (o) the establishment of the Company's dividend policy;

          (p) the approval of any registration statements, prospectuses, listing
     particulars, notices and circulars to holders of Company securities or
     recommendations in respect of any matters which may be submitted to holders
     of the Company's securities;

          (q) the review and approval of the recommendations of the Board
     Committees;

          (r) the response to any approach regarding a takeover offer for the
     Company;

          (s) any code of ethics and business practice; and

          (t) membership and terms of reference of any Board Committees.

     Section 4. Delegation of Other Duties.  The Board herewith delegates all
other duties, including the preparation and implementation of the Board
resolutions as well as the supervision of particular aspects of the business in
the sense of art. 716a para. 1 cif. 2 CO and the management of the Company in
the sense of art. 716b CO to the CEO.

     The Board may, upon giving appropriate notice to the corporate body or
individual to whom it has delegated any of its powers and duties, re-assume
responsibility for such powers and duties. Similarly, the Board may, upon giving
appropriate notice, delegate such powers and duties to any other corporate
bodies or individuals as it may from time to time deem appropriate.

     Section 5. Meetings.  The Board shall convene as often as necessary, at
least five times a year. Board meetings shall be held at the Company's place of
incorporation or at such other place as the Board may determine.

     The meetings shall be called by the Chairman or on his behalf by the
Secretary. A meeting shall also be called by the Chairman upon the written
request of a Board member indicating the items and the proposals to be
submitted. The Chairman shall decide whether persons other than the directors
may attend a meeting.

     Notice of meetings shall be given ten days in advance in writing and the
notice shall set forth the agenda. Each member of the Board may demand that
items be placed on the agenda. The relevant request must be submitted in writing
to the Chairman at least 14 days before the meeting. Urgent items, which are
brought up after the notice of the meeting has been distributed, may be
discussed at the meeting. Resolutions on such matters can only be passed if all
Board members attending the meeting agree. In urgent cases, the Chairman may
call a meeting at short notice in writing or by other convenient means of
communication.

     Meetings of the Board may be held in person or by telephone conference or
other means of direct communication.

     Section 6. Board Resolutions.  The Board shall have a quorum when the
majority of its members are present. Board members cannot appoint proxies. No
attendance quorum is required if the meeting is called to certify an increase of
capital and to effect the amendment of the Articles of Association related
thereto.

     Subject to Article V, Section 5 of these Regulations, resolutions of the
Board shall be adopted upon a majority of the votes cast. In case of a tie, the
acting chairman has a casting vote.

                                        3
<PAGE>

     Resolutions may also be passed in writing, provided no Board member
requests oral deliberation within 3 business days of notification of the
proposal. To be valid, resolutions in writing must have been communicated to all
Board members, and must have been approved in writing by a majority of the Board
members.

     Section 7. Board Minutes.  All resolutions shall be properly recorded in
Board minutes which must be signed by the acting chairman and the Secretary.

     In the case of resolutions by circular letter (in writing), such letters
qualify as Board minutes if signed by all, including the dissenting, members of
the Board and the Secretary.

     Section 8. Information and Reporting.  Each member of the Board is
entitled, at the Board meetings, to request and receive from the other Board
members and from the management information on all affairs of the Company.

     Outside of the Board meetings, each member of the Board may request
information from the CEO on the general course of business and, upon approval by
the Chairman, each member of the Board may obtain information on specific
transactions and/or access to business documents.

     Section 9. Compensation.  All non-executive directors of the Company shall
be paid a compensation for their services as directors out of the funds of the
Company. Such compensation to directors (other than any director who for the
time being holds an executive office or employment under the Company or a
subsidiary of the Company) shall be determined by the Compensation Committee.

     In addition to the above, the directors shall be paid out of the funds of
the Company all expenses properly incurred by them in the discharge of their
duties, including their expenses of traveling to and from the meetings of the
Board, meetings of the Board Committee, Shareholders' Meetings and separate
meetings of the holders of any class of securities of the Company.

     The Board may grant special compensation to any director who performs any
special or extra services to or at the request of the Company. Special
compensation may be made payable to a director who has performed any special or
extra services in addition to his ordinary compensation (if any) as a director.

                                   ARTICLE IV

                         CHAIRMAN AND THE VICE-CHAIRMAN

     Section 1. Powers and Duties.  The Chairman has the following powers and
duties:

          (a) organizing and preparing of the agenda for the Shareholders'
     Meetings and Board meetings;

          (b) presiding over the Shareholders' Meetings and Board meetings; and

          (c) signing of the Company's application for registration with the
     Commercial Register (which function may be delegated).

     Section 2. Authority.  Should the Chairman be unable or unavailable to
exercise his functions, his functions shall be assumed by the Vice-Chairman, or
if the latter should also be unable or unavailable, another member of the Board
appointed by the Board.

                                   ARTICLE V

                                BOARD COMMITTEES

     Section 1. General.  The Board may appoint Board Committees for specific
areas from among its members. Together with their appointment, the Board shall
establish the appropriate rules with respect to the mission, the authority and
the reporting of the pertinent Board Committee.

     Notwithstanding the generality of the above, the following permanent Board
Committees shall be appointed.

                                        4
<PAGE>

     Section 2. Finance Committee.  The Finance Committee shall be comprised of
three members of the Board, one of which shall be a delegate from Nestle as the
Company's Majority Shareholder (the MAJORITY SHAREHOLDER), one of which shall be
the incumbent CEO, and one of which shall be an independent non-executive
director (as that term is understood pursuant to the rules and regulations of
the New York Stock Exchange as applicable from time to time (the NYSE RULES)).
The Chief Financial Officer of the Alcon Group may be invited to attend meetings
of the Finance Committee as a guest.

     The members of the Finance Committee shall be appointed for a one-year
term. Members of the Finance Committee shall be eligible for re-election.

     The Finance Committee shall have the following powers and duties:

          (a) recommendations for approval by the Board of an asset and
     liability management policy and strategic direction;

          (b) overall supervisory responsibility to ensure proper implementation
     of the financial strategy as approved by the Board;

          (c) monitor strategy execution, portfolio management, risk management
     and the carrying out of special actions necessary to support the strategy;

          (d) periodic review of the financial results as achieved;

          (e) recommendations to the Board regarding the appointment of the
     Chief Financial Officer of the Group; and

          (f) recommendations for approval by the Board of any share repurchase
     program.

     The Finance Committee shall meet at least three times a year. It shall
regularly report to the full Board on its findings and proposals.

     Section 3. Compensation Committee.  The Compensation Committee shall be
comprised of three members of the Board, one of which shall be designated by the
Majority Shareholder and two of which shall be independent non-executive
directors for purposes of the NYSE Rules.

     The members of the Compensation Committee shall be appointed for a one-year
term. Members of the Compensation Committee shall be eligible for re-election.

     The Compensation Committee shall have the following powers and duties:

          (a) review of the general compensation strategy of the Company and the
     Group;

          (b) recommendations for approval by the Board of compensation and
     benefits programs for the CEO and the members of Group Executive
     Management;

          (c) review of the terms of employment between the Company and any
     executive officer or key employee;

          (d) administration of the long-term incentive plan and recommendations
     to the Board for individual grants under this plan; and

          (e) decision on the remuneration of the Board members.

     The Compensation Committee shall meet at least twice per year. It shall
report to the full Board on any decisions taken and on any other important
employment, salary and benefit matters.

     Section 4. Audit Committee.  The Audit Committee shall be comprised of at
least three members of the Board all of whom shall be independent directors as
defined under the NYSE Rules. In addition, each member of the Audit Committee
shall meet all applicable requirements of the Audit Committee Policy of the New
York Stock Exchange with respect to financial literacy, accounting or related
financial expertise, and any other matters required by the Exchange.

                                        5
<PAGE>

     The purpose of the Audit Committee is to assist the Board in fulfilling its
responsibilities to oversee the Company's financial reporting process, including
monitoring the integrity of the Company's financial statements and the
independence and performance of the Company's internal and external auditors.
The Audit Committee's responsibility is one of oversight and, in carrying out
its responsibility, the Audit Committee is not providing any expert or other
special assurance as to the Company's financial statements.

     The Chief Financial Officer of the Alcon Group may be invited to attend
meetings of the Audit Committee as a guest.

     The members of the Audit Committee shall be appointed for a one-year term.
Members of the Audit Committee shall be eligible for re-election.

     The Audit Committee shall have the following powers and duties:

          (a) to review the adequacy of the system of internal accounting
     procedures of the Company and the Group, and to oversee that effective
     systems of internal financial controls and for reporting non-financial
     operating data are maintained;

          (b) to make recommendations to the Board regarding the appointment of
     independent auditors;

          (c) to hold discussions with the independent auditors of the Company
     and the Group regarding their audit procedures, including the proposed
     scope of the audit, the audit results and the related management letters;

          (d) to review the audit results and related management letters;

          (e) to review the services performed by the independent auditors of
     the Company and the Group in connection with determining their
     independence;

          (f) to review the reports of the internal and outside auditors and to
     discuss their contents with the auditors and with the Group Executive
     Management;

          (g) to oversee the selection and terms of reference of the internal
     auditors and the outside auditors of the Company and the Group;

          (h) to oversee that the financial performance of the Group is properly
     measured, controlled and reported;

          (i) to review and discuss the quarterly financial statements with
     management, and to review and discuss the annual financial statements with
     management and the outside auditors;

          (j) to ensure the ongoing compliance of the Company and the Group with
     legal requirements, accounting standards and the provisions of the NYSE
     Rules; and

          (k) to review and reassess the adequacy of the Audit Committee
     provisions of these Organizational Regulations annually and submit any
     proposals for revision to the Board for approval.

     In discharging its oversight responsibilities, the Audit Committee shall
have unrestricted access to the Company's management, books and records.

     The Audit Committee shall meet at least four times per year. It shall
regularly report to the Board on its findings and propose the appropriate
actions. The ultimate responsibility for approving the annual and quarterly
financial statements will remain with the Board.

     Section 5. Independent Director Committee.  If any of the following
transactions is proposed to be taken by the Company, the Board shall form a
special committee of no less than three independent and disinterested directors
who shall be responsible for protecting the interests of the minority
shareholders of the Company. The Board shall only resolve such matters if a
majority of the members of Independent Director Committee so recommends. Such
matters are

          (a) a proposed merger, takeover, business combination or related party
     transaction of the Company with the Majority Shareholder or any group
     company of the Majority Shareholder;

                                        6
<PAGE>

          (b) a proposed bid for the shares of the Company by any entity owning
     a majority of the Company's outstanding voting rights;

          (c) a proposed repurchase by the Company of all the shares not owned
     by an entity owning a majority of the outstanding voting rights of the
     Company; or

          (d) any change to the powers and duties of the Independent Director
     Committee.

     Section 6. Committee Procedures.  Each of the Board Committees shall
establish its own terms of reference which shall, to the extent necessary or
expedient, comply with the provisions of the NYSE Rules.

     Board Committees shall meet at the place of incorporation of the Company or
at another place as determined by the chairman of the Board Committee.

     Section 7. Research and Development and Scientific Advisory Board.  The
Board may appoint a research and development and scientific advisory board (the
R&D ADVISORY BOARD) that is comprised of no fewer than five members. One member
shall be designated by the Company, one member shall be designated by Nestle,
and the remainder of the members of the R&D Advisory Board shall be designated
by the Board and shall not otherwise be affiliated with the Company or Nestle.

     The members of the R&D Advisory Board shall be appointed for a one-year
term. Members shall be eligible for re-election.

     The R&D Advisory Board shall have no executive or managerial functions.
Instead, its function shall be:

          (a) to review and make recommendations regarding the Company's
     research and development objectives; and

          (b) to monitor new developments, trends and initiatives in the
     pharmaceutical industry.

     The R&D Advisory Board shall meet at least twice per year. It shall
regularly report to the full Board on its procedures.

                                   ARTICLE VI

                EXECUTIVE OFFICERS OF THE COMPANY AND THE GROUP

     Section 1. The Company.  The Company is a holding company which operates
principally through its operating subsidiaries. All business and operational
decisions (including cost control and similar measures) as well as decisions of
business strategy of the Group shall be determined by the Board. In addition,
the executive officers of the Company (other than the CEO) are responsible for

          (a) conducting the administrative affairs of a holding company,
     including handling all communications with the competent commercial
     register and tax authorities and keeping of the Company's statutory books
     and records;

          (b) exercising the shareholder rights with respect to those
     subsidiaries that are directly held by the Company;

          (c) administration of trademarks owned by the Company; and

          (d) funding of research and development projects of the Group on a
     Group-wide basis, administration of intellectual property rights derived
     from such research and development projects, collection of license income
     relating to intellectual property rights derived from such research and
     development projects; and purchase of any intellectual property rights.

     Section 2. The Group.  The principal subsidiary of the Company is Alcon
Laboratories. The executive management of Alcon Laboratories will coordinate the
activities of the Group, subject to the

                                        7
<PAGE>

ultimate direction and control by the Board. In this capacity, the executive
management of Alcon Laboratories will

          (a) coordinate the ongoing business and operations of the operating
     subsidiaries of the Group;

          (b) coordinate research and development, manufacturing, sales and
     distribution activities of the Group;

          (c) coordinate marketing activities of the Group; and

          (d) coordinate financing, treasury, legal and tax functions (other
     than matters relating directly to the holding company).

                                  ARTICLE VII

                            CHIEF EXECUTIVE OFFICER

     Section 1. Appointment and Term of Office.  The CEO is appointed by the
Board from among its members for an indeterminate term of office.
Notwithstanding anything to the contrary, his term shall automatically end upon
termination of his Board membership.

     The CEO shall be registered in the commercial register as Managing Director
(Delegierter des Verwaltungsrates). The CEO shall coordinate the group-wide
activities in his function as Chief Executive Officer of Alcon Laboratories.

     Section 2. Powers and Duties.  The CEO shall have all the powers and duties
that are not explicitly reserved to the Board or a Board Committee by these
Regulations.

     Section 3. Reporting.  The CEO shall regularly inform the Board at the
Board meetings on the current course of business and all major business matters
of the Company and its subsidiaries. Extraordinary matters shall be reported to
the members of the Board without delay by circulation letter or any other means
of communication.

                                  ARTICLE VIII

                              CONFLICT OF INTEREST

     Section 1. Definitions.  For purposes of Articles VIII and IX:

          (a) Conflicting Interest shall mean the special interest the Board
     member has respecting a transaction due to the fact the Board member or a
     Related Person has a financial or non-financial interest in, or is
     otherwise closely linked to, the transaction, and such interest is of such
     significance to the Board member or a Related Person that the interest
     would reasonably be expected to interfere on the Board member's judgement
     if he were called upon to vote on the transaction.

          (b) Related Person of a Board member means

             (i) the spouse (or a parent or sibling thereof) of the Board
        member, or a child, grandchild, sibling, parent (or spouse of any
        thereof) of the Board member, or an individual having the same home as
        the Board member, or trust or estate of which an individual specified in
        this clause (i) is a substantial beneficiary;

             (ii) a trust, estate, incompetent or minor of which the Board
        member is a trustee, administrator or guardian; or

             (iii) one of the following persons or entities: (A) an entity of
        which the Board member is a director, general partner, agent, major
        shareholder or employee; (B) a person that controls one or more of the
        entities specified in subclause (A) or an entity that is controlled by,
        or is under common control with, one or more of the entities specified
        in subclause (A); or (C) an individual who is a general partner,
        principal or employer of the Board member.

                                        8
<PAGE>

     Section 2. General.  A director who has a Conflicting Interest which
involves the Company shall disclose the nature of his interest at a meeting of
the Board.

     Subject to any applicable statutory provisions to the contrary, a director
shall not be disqualified by his office from entering into any contract with the
Company (either with regard to his tenure of any office or position with the
Company, or as vendor, purchaser or otherwise).

     Section 3. Duty to Abstain.  Members of the Board shall abstain from
exercising their voting rights in matters involving a Conflicting Interest. If a
director is required to abstain from voting in a matter, he shall not be counted
in the quorum of the meeting in question. In addition, such Board member shall
use best efforts to ensure that he does not receive any confidential information
with respect to such transaction. In particular, and without limitation to the
foregoing, a director shall not vote or be counted in respect of any resolution
concerning the following matters:

          (a) his own appointment, including fixing and varying its terms;

          (b) the termination of his own appointment as the holder of any office
     with the Company or any other company in which the Company holds an equity
     interest;

          (c) any transaction in which he or any Related Person is an interested
     party.

     Notwithstanding the provisions of the foregoing paragraph, a director shall
be entitled to vote and be counted in the quorum on:

          (a) any issue or offer of securities of the Company in respect of
     which the director or any Related Party is or may be entitled to
     participate in their capacity as holder of any such securities;

          (b) any contract in which he or any Related Party is interested only
     by virtue of his interest in securities of the Company;

          (c) any contract concerning pension fund or retirement, death or
     disability benefits schemes under which he may benefit and which affords to
     directors only those privileges and advantages which are generally afforded
     to the employees to whom the fund or scheme relates;

          (d) on any proposal regarding the stock incentive plan which relates
     both to directors and employees and affords to any directors only those
     privileges and advantages which are generally afforded to the employees to
     which the scheme relates; and

          (e) any contract concerning the purchase or maintenance of insurance
     for any director or officer of the Company against any liability.

                                   ARTICLE IX

                        INTERESTS IN SHARES AND OPTIONS

     Section 1. General.  Each Board member shall disclose to the Company the
extent of his shareholdings and holdings of options to purchase shares of the
Company on a regular basis as established by the Board from time to time.

     Section 2. Specific Rules.  Each director shall, upon assuming office,
notify the Company in writing of

          (a) the number of shares (and options or conversion rights with
     respect to shares) of the Company held by himself or any Related Person;

          (b) the number of other securities of the Company held by himself or
     any Related Person;

          (c) the number of shares (and options or conversion rights with
     respect to shares) of any subsidiary of the Company held by himself or any
     Related Person

(the securities referred to in lit.s (a) through (c) above collectively, the
RELEVANT SECURITIES).

                                        9
<PAGE>

     This information shall be updated at least once annually or more frequently
if requested by the Board.

     Other events which require notification include (i) the acquisition or
disposal of any Relevant Securities, (ii) the entering into of a contract to
sell any such Relevant Securities, and (iii) the assignment of any right granted
to a Board member to subscribe for Relevant Securities.

     Section 3. Share Dealings.  The Board will establish a separate insider
trading policy and a policy on dealings in shares of the Company.

                                   ARTICLE X

                               GENERAL PROVISIONS

     Section 1. Signatory Power.  The Board members and all other persons
authorized to represent the Company shall have joint signatory power by two for
the Company.

     Section 2. Confidentiality.  The Board members and officers shall keep
confidential all information and documents obtained in connection with the
exercise of their function for the Company.

     Upon termination of their function, the Board members and officers shall
without delay return to the Company all documents obtained in connection
therewith.

     Section 3. Insurance.  The Company may procure Directors and Officers'
liability insurance for the Board members and for the key executive officers of
the Company and the Group in line with best practice for US listed
pharmaceutical companies. Any costs of such insurance shall be charged to the
Company.

                                   ARTICLE XI

                                FINAL PROVISIONS

     Section 1. Effectiveness.  These Regulations shall become effective as of
the date of the listing of the Company's shares on the New York Stock Exchange.

     Section 2. The corporate bodies and officers entrusted with the management
of the Company shall promulgate such executive regulations as are necessary for
the implementation of these Regulations subject to prior approval by the Board
as mentioned in Article III, Section 3 (k) above.

     Section 3. The Board shall review these Regulations from time to time with
a view to ascertain whether they are appropriate for their purpose. Such a
review shall first be undertaken prior to the annual general meeting approving
the financial statements for the business year 2002 and thereafter no less than
once annually. Any amendment of these Regulations shall only be valid if such
amendment is in writing and is approved by at least two-thirds of the Board
members attending such meeting. Any amendment affecting the powers and duties of
the Independent Director Committee shall only be valid if approved by a majority
of the members of such committee.

                                        10
<PAGE>

     Section 4. Any provisions of these Regulations relating to nomination
and/or appointment rights of the Majority Shareholder shall be amended or
repealed as and when the equity interest of the Majority Shareholder in the
Company shall fall below 50% of the voting rights of the Company.

<Table>
<S>                                           <C>
SO RESOLVED on                                in
  --------------------------------            ------------------------------------------------------

The Chairman:                                 The Vice-Chairman:

--------------------------------------------  --------------------------------------------------------
</Table>

                                        11

</TEXT>
</DOCUMENT>
