GENENTECH, INC.

          1984 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED AND RESTATED
                         (Effective October 16, 1996)

1.  PURPOSE

  (a) The purpose of the Plan is to provide a means by which selected key 
employees and directors (if declared eligible under paragraph 4) of and 
consultants to GENENTECH, INC. (the "Company") and its affiliates, as defined 
in subparagraph 1(b), may be given an opportunity to purchase stock of the 
Company.

  (b) The word "affiliate" as used in the Plan means any Parent corporation or 
subsidiary corporation of the Company, as those terms are defined in Sections 
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended 
(the "Code").

  (c) The Company, by means of the Plan, seeks to retain the services of 
persons now holding key positions to secure and retain the services of persons 
capable of filling such positions, and to provide incentives for such persons 
to exert maximum efforts for the success of the Company.

  (d) The Company intends that the options issued under the Plan not be 
incentive stock options as that term is used in Section 422 of the Code.

  (e) For purposes of the Plan, the following definitions shall apply:

  CLOSING SELLING PRICE:  The Closing Selling Price per share of Common Stock 
on any relevant date under the Plan shall be the closing selling price per 
share of Common Stock, if such Common Stock is reported on a national 
securities exchange or reported on the NASDAQ National Market System (or any 
successor system), for the trading day immediately preceding the date in 
question, as such price is published in the Wall Street Journal (or if such 
publication is not available, a comparable publication selected by the 
Committee).

  EMPLOYEE:  An individual shall be considered to be an Employee for so long 
as such individual remains in the employ of the Company or one or more of its 
parent or subsidiary corporations.

  SERVICE:  An individual shall be deemed to be in the Service of the Company 
for so long as such individual (i) renders service on a periodic basis to the 
Company or one or more of its parent or subsidiary corporations as an Employee 
or Consultant or (ii) is a member of the Company's Board of Directors (the 
"Board").

2.  ADMINISTRATION

  (a) The Plan shall be administered by the Compensation Committee (the 
"Committee"). The Committee shall be comprised of not less than three (3) 
Board members, none of whom shall be eligible to participate in this Plan or 
any other stock option, stock appreciation, stock bonus or other stock plan of 
the Company or its parent or subsidiary corporations (except to the extent 
such member becomes entitled to the special option grant to be made pursuant 
to automatic grant provisions of Section VII of Article Two or to option 
grants made pursuant to the automatic grant provisions of Article Three of the 
1990 Stock Option/ Stock Incentive Plan). The Board may from time to time 
appoint members to the Committee in substitution for (or in addition to) 
members previously appointed, and the Board shall have the authority to fill 
any and all vacancies on a Committee, however caused.

  (b) The Committee shall at all times have the authority to make 
discretionary option grants under the Plan to eligible Employees who are not 
members of the Board.

  (c) Subject to the express provisions of the Plan, the Committee shall have 
plenary authority:

    (i) To determine from time to time which of the persons eligible under the 
Plan shall be granted options; when and how the option shall be granted; the 
provisions of each option granted (which need not be identical), including the 
time or times during the term of each option within which all or portions of 
such option may be exercised; and the number of shares for which an option 
shall be granted to each such person.

    (ii) To construe and interpret the Plan and options granted under it, and 
to establish, amend and revoke rules and regulations for its administration. 
The Committee, in the exercise of this power, may correct any defeat, omission 
or inconsistency in the Plan or in any option agreement, in a manner and to 
the extent it shall deem necessary or expedient to make the Plan fully 
effective.

    (iii) Generally, to exercise such powers and to perform such acts as the 
Committee deems necessary or expedient to promote the best interests of the 
Company.

  (d) Determinations of the Committee on all matters relating to the Plan and 
any discretionary option grants or stock issuances made hereunder shall be 
final, binding and conclusive on all persons having any interest in the Plan 
or any options granted or shares issued under the Plan.

3.  SHARES SUBJECT TO THE PLAN

  (a) Subject to the provisions of paragraph 9 relating to adjustments upon 
changes in stock, the stock that may be sold pursuant to options granted under 
this Plan shall not exceed in the aggregate Fifteen Million Ninety Four 
Thousand Three Hundred and Ninety Seven (15,094,397) shares of the Company's 
common stock; provided, however, that such aggregate number of shares shall be 
reduced to reflect the number of shares of the Company's common stock which 
have been sold under, or may be sold pursuant to outstanding options granted 
under, the Company's 1984 Incentive Stock Option Plan (the "ISO Plan") to the 
same extent as if such sales had been made or options had been granted 
pursuant to this Plan. As used in this Plan, the "Company's common stock" 
includes all series of common stock authorized by the Company's charter 
documents, including the Common Stock and Earnings Convertible Restricted 
Stock now authorized and any other series that may in the future be 
authorized. If any option granted under this Plan or the ISO Plan shall for 
any reason expire or otherwise terminate without having been exercised in 
full, the stock not purchased under such option shall again become available 
for this Plan and the ISO Plan.

  (b) The stock subject to the Plan may be unissued shares or reacquired 
shares, bought on the market or otherwise.

  (c) There is no maximum limit on the aggregate fair market value (determined 
as of the times the respective options are granted) of the stock for which any 
eligible person may be granted options under the Plan in any calendar year.

  (d) Subject to the limitations contained elsewhere herein and to the 
provisions of paragraph 9 relating to adjustments upon changes in stock, the 
aggregate number of shares of stock that may be subject to options granted to 
all persons who are directors of the Company at the time such options are 
granted shall not exceed one million two hundred thousand (1,200,000) shares 
of the Company's common stock, and no single director of the Company who is 
not an employee of the Company or an affiliate thereof may be granted options 
to purchase more than forty thousand (40,000) shares of the Company's common 
stock; and no one director of the Company who is an employee of the Company or 
an affiliate thereof may be granted options to purchase more than six hundred 
thousand (600,000) shares of the Company's common stock.

4.  ELIGIBILITY

  (a) Options may be granted only to key employees (including officers) or 
directors of or consultants to the company or its affiliates.

  (b) A director shall in no event be eligible to be granted an option under 
the Plan unless and until such director is expressly declared eligible to 
participate in the Plan by action of the Committee.

  (c) Notwithstanding the above or any provision to the contrary set forth 
herein, no options shall be granted to any non-Employee director under this 
Plan after April 30, 1992.

5.  OPTION PROVISIONS

  Each option shall be in such form and shall contain such terms and 
conditions as the Committee shall deem appropriate. The provisions of separate 
options need not be identical, but each option shall include (through 
incorporation of provisions hereof by reference in the option or otherwise) 
the substance of each of the following provisions:

  (a) The term of any option shall not be greater than twenty (20) years from 
the date it was granted.

  (b) The exercise price of each option shall be not less than eighty-five 
percent (85%) of the fair market value of the stock subject to the option on 
the date the option is granted.

  (c) The purchase price of stock acquired pursuant to an option shall be 
paid, as specified in the option, either (i) in cash at the time the option is 
exercised, or (ii) at the discretion of the Committee, (A) by delivery to the 
Company of other shares of the Company's common stock, (B) according to a 
deferred payment or other arrangement (which may include, without limiting the 
generality of the foregoing, the use of other common stock of the Company) 
with the person to whom the option is granted or to whom the option is 
transferred pursuant to subparagraph 5(f), or (C) in any other form of legal 
consideration that may be acceptable to the Committee in their discretion, 
either at the time of grant or exercise of the option.

  In the case of any deferred payment arrangement specified at the time of 
grant, an interest rate shall be stated which is not less than the rate then 
specified which will prevent any imputation of higher interest under Section 
483 of the Code.

  (d) The total number of shares of stock subject to an option may, but need 
not, be allotted in periodic installments (which may, but need not, be equal). 
From time to time during each of such installment periods, the option may be 
exercised with respect to some or all of the shares allotted to that period, 
and/or with respect to some or all of the shares allotted to any prior period 
as to which the option was not fully exercised. During the remainder of the 
term of the option (if its term extends beyond the end of the installment 
periods), the option may be exercised from time to time with respect to any 
shares then remaining subject to the option. The provisions of this 
subparagraph 5(d) are subject to any option provisions governing the minimum 
number of shares as to which an option may be exercised.

  (e) The Company may require any optionee, or any person to whom an option is 
transferred under subparagraph 5(f), as a condition of exercising any such 
option to make such representations, warranties and agreements as the Company 
may deem appropriate to assure that issuance of the Company's common stock 
upon exercise of such option is in compliance with then applicable federal and 
state securities laws.

  (f) (1) Should an Optionee cease to continue in Service for any reason 
(other than termination due to death or permanent disability) while the holder 
of one or more outstanding options under this Plan, then such options shall 
not be exercisable at any time after the earlier of (i) the specified 
expiration date of the option term or (ii) the expiration of three (3) months 
after the Optionee's cessation of Service. Each such option shall, during the 
applicable period following cessation of Service, be exercisable only to the 
extent of the number of shares (if any) in which the Optionee is vested on the 
date of such cessation of Service; provided, however, that the Committee shall 
have the discretion to specify, either at the time the option is granted or at 
the time that the Optionee ceases Service, that vesting of such option may be 
accelerated and that the applicable period set forth in subclause (ii) may be 
increased, as provided in paragraph 8(a).

    (2) An option may be exercisable by the Optionee or, in the event the 
Optionee is permanently disabled (as such term is defined in Section 22(e)(3) 
of the Code), by his or her spouse or designee.  Options shall not be 
assignable or transferrable by the Optionee otherwise than by will or by the 
laws of descent and distribution.

    (3) Should an Optionee cease to continue in Service due to death or 
permanent disability while the holder of one or more outstanding options under 
this Plan, then such options shall not be exercisable at any time after the 
earlier of (i) the specified expiration date of the option term or (ii) the 
expiration of three (3) months after the Optionee's cessation of Service. Each 
such option shall, during the applicable period following cessation of 
Service, be exercisable only to the extent of the number of shares (if any) in 
which the Optionee in vested on the date of such cessation of Service; 
provided, however, that the Committee shall have the discretion to specify, 
either at the time the option is granted or at the time that the Optionee 
ceases Service, that the vesting of such option may be accelerated or extended 
from the date of cessation of Service and that the period of exercisability 
can be increased up to the expiration date of the option term.

    (4) Any option granted to an Optionee under this Plan and outstanding in 
whole or in part on the date of the Optionee's death may be subsequently 
exercised by the Personal representative of the Optionee's estate or by the 
person or persons to whom the option is transferred pursuant to the Optionee's 
will or in accordance with the laws of descent and distribution in the case of 
the Optionee's death, and any option granted to an Optionee under this Plan 
which is outstanding in whole or in part on the date of the Optionee's 
cessation of Service due to permanent disability may be exercised by the 
Optionee's spouse or designee. Any such exercise must be in accordance with 
clause (3).

  (g) The option may, but need not, include a provision whereby the optionee 
may elect at any time during the term of his or her employment with the 
Company or any affiliate to exercise the option as to any part or all of the 
shares subject to the option prior to the stated vesting date of the option or 
of any installment or installments specified in the option. Any shares so 
purchased from any unvested installment or option may be subject to a 
repurchase right in favor of the Company or to any other restriction the 
Committee determines to be appropriate.

  (h) Options may be granted to directors of the Company only during the first 
month of each calendar quarter. Any option held by a director of the Company 
may only be exercised during any period of ten business days beginning on the 
third business day after a quarterly or annual summary statement of the 
Company's revenues and earnings appears on a wire service or in a newspaper of 
general circulation, or is otherwise made generally available to the public.

6.  COVENANTS OF THE COMPANY

  (a) During the terms of the options granted under the Plan, the Company 
shall keep available at all times the number of shares of stock required to 
satisfy such options.

  (b) The Company shall seek to obtain from each regulatory commission or 
agency having jurisdiction over the Plan such authority as may be required to 
issue and sell shares of stock upon exercise of the options granted under the 
Plan; provided, however, that this undertaking shall not require the Company 
to register under the Securities Act of 1933, as amended, either the Plan, any 
option granted under the Plan or any stock issued or issuable pursuant to any 
such option. If the Company is unable to obtain from any such regulatory 
commission or agency the authority which counsel for the Company deems 
necessary for the lawful issuance and sale of stock under the Plan, the 
Company shall be relieved from any liability for failure to issue and sell 
stock upon exercise of such options unless and until such authority is 
obtained.

7.  USE OF PROCEEDS FROM STOCK

  Proceeds from the sale of stock pursuant to options granted under the Plan 
shall constitute general funds of the Company.

8.  MISCELLANEOUS

  (a) The Committee shall have the power to accelerate or increase the time 
during which an option any be exercised or the time during which the option or 
any part thereof will vest pursuant to subparagraph 5(d), notwithstanding the 
provisions in the option stating the time during which it may be exercised or 
the time during which it will vest.

  (b) Neither an optionee nor any person to whom an option is transferred 
under subparagraph 5(f) shall be deemed to be the holder of, or to have any of 
the rights of a holder with respect to, any shares subject to such option 
unless and until such person has satisfied all requirements for exercise of 
the option pursuant to its terms.

9.  ADJUSTMENTS UPON CHANGES IN STOCK

  (a) If any change is made in the stock subject to the Plan, or subject to 
any option granted under the Plan (through merger, consolidation, 
reorganization, recapitalization, stock dividend, dividend in property other 
than cash, stock split, liquidating dividend, combination of shares, exchange 
of shares, change in corporate structure or otherwise), the Committee shall 
make appropriate adjustments in the maximum number of shares subject to the 
Plan and the number of shares and price per share of stock subject to 
outstanding options.

  (b) In the event of a Change of Control (as defined in subparagraph 9(c)), 
then as to options which are not then exercisable, the time during which such 
options may be exercised shall be accelerated to the 60-day period from and 
after a Change of Control, unless, in the opinion of the Committee, it in 
clearly in the best interests of the optionholders and the shareholders taken 
together that the Company or a surviving corporation (if the Change of Control 
result as in the Company not surviving) assume any outstanding options or 
substitute similar options for those outstanding under the Plan, in which case 
the Committee may take appropriate action to effect an assumption or 
substitution.

  (c) "Change of Control" shall mean any of the following events:

    (1) the acquisition by any person (including a group, within the meaning 
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as 
amended), other than the Company or any of its subsidiaries, of beneficial 
ownership (within the meaning of Rule 13d-3 promulgated under the Securities 
Exchange Act of 1934) as amended) of 50% or more of the combined voting power 
of the Company's then outstanding voting securities; or

    (2) approval by stockholders of the Company of a merger, consolidation, 
liquidation or dissolution of the Company or of the sale of all or 
substantially all of the Company's assets.

  (d) Notwithstanding any provision to the contrary set forth herein, the 
consummation of the merger contemplated by the Agreement and Plan of Merger 
dated as of May 23, 1995, among the Company, Roche Holdings, Inc. and HLR 
(U.S.) II, Inc. shall not be deemed to be a Change of Control under the Plan.

  (e) From and after October 25, 1995, all references herein to "shares", 
"stock", or "the Company's common stock" shall be deemed to be references to 
shares of Callable Putable Common Stock, par value $0.02 per share, of the 
Company ("Special Common Stock"), except for the references to the shares of 
Common Stock of the Company contained in subparagraph 9(g).

  (f) Notwithstanding any provision to the contrary set forth herein, in the 
event that the Special Common Stock is redeemed in accordance with Article 
THIRD, Section (c)(ii) of the Company's Certificate of Incorporation, any 
options granted under the Plan that are exercisable for Redeemable Common 
Stock and that are outstanding on the date of redemption (whether or not such 
options are exercisable on such date) shall become exercisable for 
consideration of the same type and amount as the holders thereof would have 
received had they exercised such options prior to such date of redemption.

  (g) Notwithstanding any provision to the contrary set forth herein, in the 
event that the shares of Special Common Stock are converted into shares of 
Common Stock, par value $0.02 per share, of the Company ("Common Stock") 
pursuant to Article THIRD, Section (c)(vi) of the Company's Certificate of 
Incorporation, each option granted under the Plan which is outstanding on the 
Conversion Date (as such term is defined in Article THIRD, Section (c)(vi) of 
the Company's Certificate of Incorporation) shall automatically be canceled, 
and the holder thereof shall receive, in exchange therefor, a substitute 
option to purchase, at a per share exercise price equal to the per share 
exercise price of such canceled option, the number of shares of Common Stock 
equal to the number of shares of Redeemable Common Stock subject to such 
canceled option. Such substitute option shall be subject to the same terms and 
conditions as the option for which it is exchanged, including with respect to 
vesting (such that such substitute option vests at the same time as the option 
for which it is exchanged would have vested) and the conditions relating to 
the exercise of the option. From and after the Conversion Date, all references 
herein to "shares", "stock", or the "Company's Common Stock" which in 
accordance with subparagraph 9(e) are deemed to be references to shares of 
Special Common Stock, shall be deemed to be references to shares of Common 
Stock.

10.  AMENDMENT OF THE PLAN

  (a) The Board at any time, and from time to time, may amend the Plan. 
However, except as provided in paragraph 9 relating to adjustments upon 
changes in stock, no amendment shall be effective unless approved by a 
majority of the outstanding shares of the Company entitled to vote within 
twelve (12) months before or after the adoption of the amendment, where the 
amendment will:

    (i) Increase the number of shares reserved for options under the Plan;

    (ii) Materially modify the requirements as to eligibility for 
participation in the Plan; or

    (iii) Materially increase the benefits accruing to participants under the 
Plan.

  (b) Rights and obligations under any option granted before amendment of the 
Plan shall not be altered or impaired by any amendment of the Plan, except 
with the consent of the person to whom the option was granted.

11.  TERMINATION OR SUSPENSION OF THE PLAN

  (a) The Board may suspend or terminate the Plan at any time. Unless sooner 
terminated, the Plan shall terminate within ten (10) years from the date the 
Plan is adopted by the Board or approved by the shareholders of the Company, 
whichever is earlier. No options may be granted under the Plan while the Plan 
is suspended or after it is terminated.

  (b) Rights and obligations under any option granted while the Plan is in 
effect shall not be altered or impaired by suspension or termination of the 
Plan, except with the consent of the person to whom the option was granted.

12.  EFFECTIVE DATE OF PLAN

  The Plan shall become effective as determined by the Board, but no options 
granted under the Plan shall be exercised unless and until the Plan has been 
approved by a majority of the outstanding shares of the Company entitled to 
vote, and, if required, an appropriate permit has been issued by the 
Commissioner of Corporations of the State of California.