BY-LAWS OF BECTON DICKINSON AND COMPANY

Exhibit 3(b)
------------


BY-LAWS
of
BECTON, DICKINSON AND COMPANY
A New Jersey Corporation
as Amended September 23, 1997


ARTICLE I

Offices
-------

The registered office of Becton, Dickinson and Company ("Company") shall be
in the Borough of Paramus, County of Bergen, State of New Jersey or such other
place within or without the State of New Jersey as the Board of Directors may
designate. The Company may also establish and have such other offices within or
without the State of New Jersey, as the Board of Directors may designate or its
business may require.

ARTICLE II

Meetings of Shareholders
------------------------

SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders shall be held
at the registered office of the Company in New Jersey, or at such other place,
within or without the State of New Jersey, as may be designated by the Board of
Directors and stated in the notice of the meeting.

SECTION 2.A. ANNUAL MEETINGS. The annual meeting of shareholders for the
election of directors and the transaction of such other business as may be
related to the purposes set forth in the notice of the meeting shall be held at
such time as may be fixed by the Board of Directors.

B. SPECIAL MEETING FOR ELECTION OF DIRECTORS. If the annual meeting of
shareholders is not held on the date designated, the Board of Directors may call
a special meeting of the shareholders for the election of directors and the
transaction of other business.

C. SPECIAL MEETINGS. Special meetings of the shareholders may be called by
the Board of Directors or by the Chairman of the Board or by the President, and
shall be called by the Chairman of the Board or by the President upon written
request of a majority of the Directors then in office, which request shall state
the time, place and purpose of the meeting.

SECTION 3. QUORUM. The presence, in person or by proxy, of the holders of
shares representing a majority of the votes entitled to be cast at a meeting
shall constitute a quorum. The shareholders present in person or by proxy at a
duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a quorum not be present or represented at any meeting,
the

shareholders present in person, or by proxy, shall have power to adjourn the
meeting without notice until the required voting shares shall be represented. At
such adjourned meeting with the requisite amount of voting shares represented,
any business may be transacted which might have been transacted at the meeting
as originally notified.

SECTION 4. NOTICE OF MEETINGS. A written notice of each annual or special
meeting of the shareholders of the Company, signed by the Chairman of the Board
or the President or the Secretary, which shall state the time, place and purpose
of such meeting, shall be delivered personally or mailed, not less than 10 days
nor more than 60 days before the date of any such meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, the notice shall be
directed to the shareholder at his address as it appears on the records of the
stock transfer agent. Any shareholder, in person or by proxy, may at any time
by a duly signed statement in writing to that effect, waive any statutory or
other notice of any meeting, whether such statement be signed before or after
such meeting.

SECTION 5. VOTING. At all meetings of the shareholders, each holder of
common stock having the right to vote, and present at the meeting in person or
by proxy, shall be entitled to one vote for each full share of common stock of
the Company entitled to vote and registered in his name. Each holder of
preferred stock of any series shall have such voting powers, if any, as the
Board of Directors shall have fixed by resolution prior to the issuance of any
shares of such series. Whenever any action is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes cast at a
meeting of the shareholders by the holders of shares entitled to vote,
unless a greater plurality is required by law or the Certificate of
Incorporation.

SECTION 6. PROXIES. Any shareholder of record entitled to vote may be
represented at any annual or special meeting of the shareholders by a duly
appointed proxy. All proxies shall be written and properly signed, but shall
require no other attestation, and shall be filed with the Secretary of the
meeting before being voted.

SECTION 7. ORGANIZATION. The Chairman of the Board, or in the absence of
the Chairman of the Board, the Vice Chairman or the President, shall act as
chairman of the meeting at all meetings of the shareholders. The Secretary, or
in his absence one of the Assistant Secretaries, shall act as secretary of the
meeting. In case none of the officers above designated to act as Chairman or
Secretary of the meeting shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a vote of the shareholders.

SECTION 8. ORDER OF BUSINESS. The order of business at all meetings of the
shareholders shall be as determined by the Chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a vote of the shareholders.

ARTICLE III

Directors
---------

SECTION 1. QUALIFICATIONS. Each Director shall be at least 21 years of age,
a

shareholder of record of the Company, and shall be elected in the manner
provided by these By-Laws.

SECTION 2. DUTIES AND POWERS. The Board of Directors shall control and
manage the business and affairs of the Company, and shall exercise all powers of
the Company and perform all acts which are not required to be exercised or
performed by the shareholders. The Directors may adopt such rules and
regulations for the conduct of their meetings and the management of the Company
as they may deem proper.

SECTION 3. PLACE OF MEETINGS. Meetings of the Board of Directors shall be
held at the principal office of the Company or at such other place within or
without the State of New Jersey, as the Chairman of the Board or the Board may
designate.

SECTION 4. TELEPHONE MEETINGS. Any or all Directors may participate in a
meeting of the Board or a committee of the Board by means of conference
telephone or any means of communication by which all persons participating in
the meeting are able to hear each other.

SECTION 5. NOTICE OF MEETINGS There shall be an annual meeting of the
Board of Directors held without notice immediately following the annual meeting
of shareholders, or as soon thereafter as convenient, at the same place as the
annual meeting of shareholders unless some other location is designated by the
Chairman of the Board or by the President. Regular meetings, without notice,
may be held at such time and place as the Board of Directors may designate The
Chairman of the Board or the President may call any special meeting of the Board
of Directors, and shall do so whenever requested in writing by at least one-
third of the Directors. Notice of each special meeting shall be mailed to
each director at least four days before the date on which the meeting is to be
held, or be telephoned or sent to each Director by telegraph, telex, TWX,
cable, wireless or similar means of communication, or be delivered in person,
not later than the day before the date on which such meeting is to be held. The
Board of Directors may meet to transact business at any time and place without
notice, provided that each director shall be present, or that any Director or
Directors not present shall waive notice in writing, either before or after such
meeting. The attendance of any Director at a meeting without protesting prior to
the conclusion of the meeting the lack of notice of such meeting shall
constitute a waiver of notice by him. Neither the business to be transacted
at, nor the purpose of, any meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting. Notice of an adjourned
meeting need not be given if the time and place are fixed at the meeting
adjourning and if the period of adjournment does not exceed 10 days in any one
adjournment.

SECTION 6. QUORUM. A majority of the Directors then in office shall
constitute a quorum for the transaction of business, but the Director or
Directors present, if less than a quorum, may adjourn any meeting from time to
time until such quorum shall be present. All questions coming before the Board
of Directors shall be determined and decided by a majority vote of the Directors
present, unless the vote of a greater number is required by statute, the
Certificate of Incorporation or these By-Laws.

SECTION 7. ACTION WITHOUT A MEETING. The Board of Directors may act without
a meeting if, prior or subsequent to such action, each Director shall consent in
writing to such action. Such written consent or consents shall be filed with
the minutes of the proceedings of the Board of Directors.

SECTION 8. COMPENSATION OF DIRECTORS. The Board may, by the affirmative
vote of a majority of the Directors then in office, fix reasonable fees or
compensation of the Directors for services to the Company, including attendance
at meetings of the Board of Directors or Committees of the Board. Nothing
herein contained shall be construed to preclude any Director from serving the
Company in any other capacity and receiving compensation therefor. Each
Director shall be entitled to receive reimbursement for reasonable
expenses incurred in the performance of his duties.

ARTICLE IV

Committees
----------

SECTION 1. HOW CONSTITUTED AND POWERS. The Board of Directors, by
resolution of a majority of the Directors then in office, shall appoint from
among its members the committees enumerated in the By-laws and may appoint one
or more other committees. The Board shall designate one member of each
committee its chairman. To the extent provided in the By-law or any resolution
conferring or limiting its powers each committee shall have and may
exercise all the authority of the Board, except that no committee shall:

(a) make, alter, or repeal any By-law of the Company;

(b) elect, appoint or remove any Director, or elect, appoint or remove any
corporate officer;

(c) submit to shareholders any action that requires approval of
shareholders;

(d) amend or repeal any resolution adopted by the terms is amendable or
repealable only by the Board of Directors which by its Board;

(e) act on matters assigned to other committees appointed by the Board of
Directors;

(f) declare or pay any dividends or issue any additional shares of
authorized and unissued capital stock; or

(g) create, dissolve or fill any vacancy on any committee appointed by the
Board of Directors.

The Board, by resolution of a majority of the Directors then in office may fill
any vacancy in any committee; appoint one or more alternate members of any
committee to act in the absence or disability of members of such committees with
all the powers of such absent or disabled members; or remove any director from
membership on any committee

SECTION 2. EXECUTIVE COMMITTEE. The Executive Committee shall consist of
not less than 3 members. During the intervals between meetings of the Board of
Directors and subject to Section 1 of this Article, the Executive Committee
shall possess and may exercise all the powers and authority of the Board of
Directors in the control and management of the business and affairs of the
Company.

SECTION 3. FINANCE COMMITTEE. The Finance Committee shall consist of
not less than five members. The Finance Committee shall regularly review the
financial and accounting affairs of the Company and shall:

(i) monitor the Company's financial structure and recommend to the Board
appropriate debt or equity financing to meet the Company's long-term
objectives;

(ii) review and approve the Company's dividend policy and recommend to the
Board appropriate dividend action;

(iii) review and approve financial plans, capital expenditure budgets and
capital expenditures (including leases) that on an individual basis
exceed $5 million and that are not included in the capital expenditure
budget;

(iv) review and approve purchases and dispositions of real property;
provided, that notwithstanding the foregoing or anything contained in
--------
clause (iii) above to the contrary, any two executive officers of the
Company acting together shall have the power, without the need for any
approval of the Finance Committee or the Board, to approve, execute and
effect from time to time (A) acquisitions of real property that on an
individual basis have purchase prices of up to and including $25
million, and (B) dispositions of real property that on an individual
basis have sale prices of up to and including $25 million and do not
result in a pre-tax loss of $5 million or more on the consolidated
books of the Company;

(v) review and recommend appropriate Board action with respect to
acquisitions and divestitures of assets (including, without limitation,
stock and other equity interests in corporations, partnerships or other
entities, but excluding individual purchases and dispositions of real
property and acquisitions of assets approved pursuant to clause (iii)
above) that, individually or in the aggregate, in one or more of a
series of related transactions, have a purchase or sale price, as
applicable, equal to or greater than $10 million; and

(vi) review and approve (A) the establishment of a subsidiary in a country
in which the Company has no other subsidiary if the operation of such
subsidiary would involve an investment of more than $2.5 million, (B)
the dissolution of a subsidiary that would result in a pre-tax loss of
$5 million or more on the consolidated books of the Company, (C) the
establishment of a subsidiary in a country in which the Company has an
existing subsidiary if the operation of such new subsidiary would
involve an

investment of more than $25 million, and (D) any change in capital of a
subsidiary that exceeds $25 million or that would result in a pre-tax
charge of $5 million or more on the consolidated books of the Company.

The Finance Committee also shall be a fiduciary of the Company's employee
benefit plans in the United States and Puerto Rico which require funding, and be
responsible for the selection of fund managers, the establishment and
implementation of funding and investment policies and guidelines, and for the
fiscal management and control of all such plans of the Company and its
subsidiaries in the United States and Puerto Rico.

SECTION 4. AUDIT COMMITTEE. The Audit Committee shall consist of not less
than 3 members, none of whom are officers or employees of the Company or any
subsidiary, and a majority of whom are not former officers of the Company or any
subsidiary.

The Audit Committee shall (i) recommend to the Board of Directors each year a
firm of independent accountants to be the auditors of the Company for the
ensuing fiscal year; (ii) review and discuss with the auditors and report to the
Board of Directors thereon, prior to the annual meeting of shareholders, the
plan and results of the annual audit of the Company; (iii) review and discuss
with the auditors their independence, fees, functions and responsibilities, the
internal auditing, control, and accounting systems of the Company and
other related matters as the Committee from time to time deems necessary or
desirable; and (iv) direct and supervise investigations into matters within the
scope of its duties.

SECTION 5. COMPENSATION AND BENEFITS COMMITTEE. The Compensation and
Benefits Committee (the "Committee") shall consist of not less than three
members, all of whom are to be "nonemployee directors" within the meaning of
Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.

The Committee and Benefits Committee shall: (i) review annually the overall
compensation program for the Company's corporate officers, including the
executive officers; (ii) approve the compensation of the executive officers,
including, but not limited to, regular or periodic compensation and additional
or year-end compensation; (iii) review and approve all consulting or employment
contracts of the Company or of any subsidiary with any corporate officer,
including any executive officer, or with any Director, provided, that any such
contract with any Director must also be approved by the Board of Directors; (iv)
serve as the granting and administrative committee for the Company's stock
option and stock award plans; and (v) perform such other duties as may from time
to time be assigned by the Board of Directors with respect to executive
compensation.

In addition, the Committee shall: (i) oversee the administration of
employee benefits and benefit plans for the Company and its subsidiaries; (ii)
review and approve, or recommend to the Board, new benefits or changes in
existing benefits; and (iii) appoint from among the management of the Company
committees to administer such employee benefits and benefit plans.

SECTION 6. CORPORATE RESPONSIBILITY COMMITTEE. The Corporate
Responsibility Committee shall review the Company's policies and procedures
affecting its role as a

responsible corporate citizen, including, but not limited to, those relating to
issues such as equal employment opportunity and community relations, to health,
safety and environmental matters, and to proper business practices.

SECTION 7. COMMITTEE ON DIRECTORS. The Committee on Directors shall consist
of not less than 3 members, a majority of whom are neither officers of nor
otherwise employed or retained by the Company or any subsidiary.

The Committee on Directors shall: (i) recommend to the Board candidates for
election as Directors at the annual meeting of shareholders or to fill vacancies
on the Board; and (ii) make recommendations concerning the composition,
organization and functions of the Board and the performance, qualifications,
conduct, including memberships on other boards, and compensation of Directors.

SECTION 8. MEETINGS AND PROCEDURES. Each committee may make its own rules
of procedure and shall meet as provided by such rules or by resolution of the
Board of Directors, and shall also meet at the call of the chairman of the
committee, the Chairman of the Board, the President, or a majority of the
members of the committee.

A majority of the members of a committee shall constitute a quorum. The
affirmative vote of a majority of all of the members shall be necessary for the
adoption of a resolution or to approve any matter within the scope of the
authority of a committee. Minutes of the proceedings of a committee shall be
recorded in a book provided for that purpose and filed with the Secretary of the
Company. A committee may act without a meeting if, prior or subsequent to such
action, each member shall consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
committee.

Action taken by a committee, with or without a meeting, shall be reported to
the Board of Directors at its next regular meeting following such committee
action; except that, when the meeting of the Board is held within 2 days after
the committee action, such report, if not made at the first meeting, shall be
made to the Board at its second meeting following such action.

ARTICLE V

Officers
--------

SECTION 1. ENUMERATION, APPOINTMENT AND REMOVAL. The corporate officers of
the Company shall be a Chairman of the Board, a Vice Chairman of the Board, a
President, one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Sector Presidents, one or more Group Presidents, one or
more Vice Presidents, a Controller, a Treasurer, a Secretary and such other
corporate officers (including assistant corporate officers) as the Board
of Directors may deem necessary or desirable for the transaction of the business
of the Company. In its discretion, the Board of Directors may leave unfilled
any office except those of the President, Treasurer, and Secretary, and should
any vacancy occur among said officers by death, resignation or otherwise, the
same shall be filled at the next regular meeting of the Board of Directors or at
a special meeting. Any two or more

offices may be held by the same person. The Board of Directors, by resolution
adopted by a majority of the Directors, then in office, shall designate the
Chairman of the Board or the President to serve as the Chief Executive Officer
of the Company.

The corporate officers shall be elected at the first meeting of the Board of
Directors after the annual election of Directors, and shall hold office until
the next succeeding annual meeting of the Board of Directors, subject to the
power of the Board of Directors to remove any corporate officer at pleasure
by an affirmative vote of the majority of the Directors then in office.

Every corporate officer shall have such authority and perform such duties in
the management of the Company as may be provided in these By-laws, or such
duties consistent with these By-laws as may be assigned by the Board of
Directors or the Chief Executive Officer.

SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
elected from among the members of the Board of Directors and shall have general
charge and supervision over and responsibility for the business and affairs of
the Company. He shall keep the Board of Directors fully informed concerning
those areas in his charge, and shall perform such other duties as may be
assigned to him by the Board of Directors. In the absence or disability of the
Chairman of the Board and of the Vice Chairman of the Board, the Chief Executive
Officer shall have all the powers and perform all the duties of the Chairman of
the Board.

SECTION 3. CHAIRMAN OF THE BOARD The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the shareholders and shall
perform such other duties as these By-laws or the Board of Directors
may prescribe.

SECTION 4. VICE CHAIRMAN OF THE BOARD. In the absence or disability of the
Chairman of the Board, the Vice Chairman of the Board shall have all the powers
and perform all the duties of the Chairman of the Board. He shall perform such
other duties as may be assigned to him by the Board of Directors or Chairman of
the Board

SECTION 5. PRESIDENT. The President shall have such powers and perform such
duties as may be provided by statute, these By-laws, and as may be assigned by
the Board of Directors or the Chief Executive Officer.

SECTION 6. TREASURER. The Treasurer shall have the care and custody of the
Company funds and securities, maintain banking relationships and execute credit
and collection policies. He shall perform such other duties and possess such
other powers as are incident to his office.

SECTION 7. SECRETARY. The Secretary shall attend all meetings of the Board of
Directors and of the shareholders, and shall record all proceedings of such
meetings in books to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the shareholders and the Board of
Directors. He shall have the custody of the seal of the Company and shall affix
the same to all instruments requiring it, and attest the same. He shall perform
such other duties and possess such other powers as are incident to his office.

ARTICLE VI

Certificate of Capital Stock
----------------------------

SECTION 1. FORM AND TRANSFERS. The interest of each shareholder of the
Company shall be evidenced by certificates for shares of capital
stock, certifying the number of shares represented thereby and in such form as
the Board of Directors may from time to time prescribe.

Transfers of shares of the capital stock of the Company shall be made only on
the books of the Company, which shall include the books of the stock transfer
agent, by the registered holder thereof, or by his attorney authorized by power
of attorney duly executed and filed with the Secretary of the Company, or a
transfer agent appointed as provided in Section 4 of this Article, and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of
capital stock stand on the books of the Company shall be deemed the owner
thereof for all purposes. The Board may, from time to time, make such
additional rules and regulations as it may deem expedient concerning the
issue, transfer, and registration of certificates for shares of the capital
stock of the Company.

Certificates shall be signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board, or the president or a vice-president,
and may be countersigned by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the corporation and may be sealed with
the seal of the corporation or a facsimile thereof. Any or all signatures upon
a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of its issue.

SECTION 2. FIXING RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
an adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining the shareholders entitled
to receive payment of any dividend or allotment of any right, or for the purpose
of any other action, the Board of Directors shall fix a date not more than 60
days nor less than 10 days before the date of any such meeting, nor more than 60
days prior to any other action, as the record date for any such determination
of shareholders.

SECTION 3. LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES. No
certificate for shares of capital stock in the Company shall be issued in place
of any certificate alleged to have been lost, destroyed or stolen, except on
production of evidence of such loss, destruction or theft and on delivery to the
Company, if the Board of Directors shall so require, of a bond of indemnity upon
such terms and secured by such surety as the Board of Directors may in its
discretion require. A new certificate may be issued without requiring any bond
when, in the judgment of the Board of Directors, it is proper to do so.

SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint
one or more transfer agents and one or more registrars, and may require all
certificates of capital stock to bear the signature or signatures of any of
them. One corporation may serve as both transfer agent and registrar.

SECTION 5. EXAMINATION OF BOOKS BY SHAREHOLDERS. So far as it is not
inconsistent with the law of New Jersey, the Board of Directors shall have power
to determine, from time to time, whether and to what extent and at what times
and places and under what conditions and regulations the books and records
of account, minutes of the proceedings of the shareholders, Board of Directors
and any committee of the Company, and other documents of the Company, or any of
them, shall be open to inspection of the shareholders.

SECTION 6. VOTING SHARES OF OTHER CORPORATIONS. Unless otherwise ordered by
the Board of Directors, the Chairman of the Board and the President, or either
of them, shall have full power and authority on behalf of the Company to attend
and to act and to vote at any meeting of Shareholders of any corporation in
which this Company may hold stock, and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such stock,
and which, as the owner thereof, this Company might have possessed and exercised
if present. The Board of Directors, by resolution, from time to time, may
confer like powers upon any other person or persons.


ARTICLE VII

Dividends
---------

Dividends shall be declared and paid at such times and in such amounts as the
Board of Directors may in its absolute discretion determine and designate,
subject to the restrictions and limitations imposed by law.



ARTICLE VIII
Signatures
----------

Unless otherwise required by law, by the Certificate of Incorporation, by
these By-laws, or by resolution of the Board of Directors, the Chief Executive
Officer, the President or any Executive Vice President, Senior Vice President,
Sector President, Group President, or Vice President, or the Controller or the
Treasurer of the Company may enter into and execute in the name of the Company,
contracts or other instruments in the regular course of business, or contracts
or other instruments not in the regular course of business which are authorized
either generally or specifically by the Board of Directors, and the Secretary or
an Assistant Secretary shall affix the Company seal thereto and attest the same,
if required.

ARTICLE IX

Fiscal Year
-----------

The fiscal year of the Company shall begin on the 1st day of October in each
year and end on the September 30th next succeeding.

ARTICLE X

Directors May Contract With Company
-----------------------------------

Any Director or corporate officer may be a party to or may be interested in
any agreement or transaction of this Company by which he may personally benefit,
with the same force and effect as if he were either an entire stranger to the
Company or to the Board of Directors, provided the fact that he is so interested
or may personally benefit shall be disclosed or shall have been known to the
majority of the Board of Directors; and further provided that such agreement or
transaction shall be approved or ratified by the affirmative vote of a majority
of the Directors not so interested or benefited.

ARTICLE XI

Indemnification
---------------

The Company shall indemnify to the full extent authorized or permitted by the
New Jersey Business Corporation Act, any corporate agent (as defined in said
Act), or his legal representative, made, or threatened to be made, a party to
any action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that he is or was a corporate agent of
this Company.

ARTICLE XII

Amendments
----------

These By-laws may be altered, amended or repealed by the shareholders or by a
majority vote of the Directors then in office. Any By-law adopted, amended or
repealed by the shareholders may be amended or repealed by a majority vote of
the Directors then in office unless the resolution of the shareholders adopting
such By-law expressly reserves the right to amend or repeal it to the
shareholders.

ARTICLE XIII

Force and Effect of By-Laws
---------------------------

These By-laws are subject to the provisions of the New Jersey Business
Corporation Act and the Company's Certificate of Incorporation, as it may be
amended from time to time. If any provision in these By-laws is inconsistent
with a provision in that Act or the Certificate of Incorporation, the provision
of that Act or the Certificate of Incorporation shall govern to the extent of
such inconsistency

chairman of the committee, the Chairman of the Board, the President or a
majority of the members of the committee.

A majority of the members of a committee shall constitute a quorum.
The affirmative vote of a majority of all of the members shall be necessary for
the adoption of a resolution or to approve any matter within the scope of the
authority of a committee. Minutes of the proceedings of a committee shall be
recorded in a book provided for that purpose and filed with the Secretary of the
Company. A committee may act without a meeting if, prior or subsequent to such
action, each member shall consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
committee.

Action taken by a committee, with or without a meeting, shall be reported to
the Board of Directors at its next regular meeting following such committee
action; except that, when the meeting of the Board is held within 2 days after
the committee action, such report, if not made at the first meeting, shall be
made to the Board at its second meeting following such action.

ARTICLE V
Officers
--------

SECTION 1. ENUMERATION, APPOINTMENT AND REMOVAL. The corporate officers
of the Company may include a Chairman of the Board, a Vice Chairman of the
Board, a President, one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Sector Presidents, one or more Group Presidents,
one or more Vice Presidents, a Controller, a Treasurer, a Secretary and such
other corporate officers (including assistant corporate officers) as the

12

Board of Directors may deem necessary or desirable for the transaction of the
business of the Company. In its discretion, the Board of Directors may leave
unfilled any office except those of the President, Treasurer and Secretary, and
should any vacancy occur among said officers by death, resignation or otherwise,
the same shall be filled at the next regular meeting of the Board of Directors
or at a special meeting. Any two or more offices may be held by the same
person. The Board of Directors, by resolution adopted by a majority of the
Directors, then in office, shall designate the Chairman of the Board or the
President to serve as the Chief Executive Officer of the Company.

The corporate officers shall be elected at the first meeting of the Board of
Directors after the annual election of Directors, and shall hold office until
the next succeeding annual meeting of the Board of Directors, subject to the
power of the Board of Directors to at any time appoint additional corporate
officers or remove any corporate officer at pleasure by an affirmative vote of
the majority of the Directors.

The corporate officers shall have such authority and perform such duties in
the management of the Company as are incident to their respective offices and as
may be provided in these By-laws, as well as such other duties consistent with
these By-laws as may be assigned by the Board of Directors or the Chief
Executive Officer.

SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be elected from among the members of the Board of Directors and shall have
general charge and supervision over and responsibility for the business and
affairs of the Company. He shall keep the Board of Directors fully informed
concerning those areas in his charge, and shall perform such other duties as may

13

be assigned to him by the Board of Directors. In the absence or disability of
the Chairman of the Board and of the Vice Chairman of the Board, the Chief
Executive Officer shall have all the powers and perform all the duties of the
Chairman of the Board.

SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the shareholders and
shall perform such other duties as these By-laws or the Board of Directors may
prescribe.

SECTION 4. VICE CHAIRMAN OF THE BOARD. In the absence or disability of
the Chairman of the Board, the Vice Chairman of the Board shall have all the
powers and perform all the duties of the Chairman of the Board. He shall
perform such other duties as may be assigned to him by the Board of Directors or
Chairman of the Board.

SECTION 5. PRESIDENT. The President shall have such powers and perform
such duties as may be provided by statute, these By-laws, and as may be assigned
by the Board of Directors or the Chief Executive Officer.

SECTION 6. TREASURER. The Treasurer shall have the care and custody of
the Company funds and securities, maintain banking relationships and execute
credit and collection policies. He shall perform such other duties and possess
such other powers as are incident to his office.

SECTION 7. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and of the shareholders, and shall record all proceedings of
such meetings in books to be kept for that purpose. The Secretary shall give,
or

14

cause to be given, notice of all meetings of the shareholders and the Board of
Directors. He shall have the custody of the seal of the Company and shall affix
the same to all instruments requiring it, and attest the same. He shall perform
such other duties and possess such other powers as are incident to his office.


ARTICLE VI
Certificate of Capital Stock
----------------------------

SECTION 1. FORM AND TRANSFERS. The interest of each shareholder of the
Company shall be evidenced by certificates for shares of capital stock,
certifying the number of shares represented thereby and in such form as the
Board of Directors may from time to time prescribe.

Transfers of shares of the capital stock of the Company shall be made only
on the books of the Company, which shall include the books of the stock transfer
agent, by the registered holder thereof, or by his attorney authorized by power
of attorney duly executed and filed with the Secretary of the Company, or a
transfer agent appointed as provided in Section 4 of this Article, and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of
capital stock stand on the books of the Company shall be deemed the owner
thereof for all purposes. The Board may, from time to time, make such
additional rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Company.

Certificates shall be signed by, or in the name of the Company by, the
Chairman or Vice Chairman of the Board, or the President or a Vice-President,

15

and may be countersigned by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Company, and may be sealed with the
seal of the Company or a facsimile thereof. Any or all signatures upon a
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Company with the same
effect as if he were such officer, transfer agent or registrar at the date of
its issue.

SECTION 2. FIXING RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
an adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining the shareholders entitled
to receive payment of any dividend or allotment of any right, or for the purpose
of any other action, the Board of Directors shall fix a date not more than 60
days nor less than 10 days before the date of any such meeting, nor more than 60
days prior to any other action, as the record date for any such determination of
shareholders.

SECTION 3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. No
certificate for shares of capital stock in the Company shall be issued in place
of any certificate alleged to have been lost, destroyed or stolen, except on
production of evidence of such loss, destruction or theft and on delivery to the
Company, if the Board of Directors shall so require, of a bond of indemnity upon
such terms and secured by such surety as the Board of Directors may in its
discretion require. A new certificate may be issued without requiring any bond
when, in the judgment of the Board of Directors, it is proper to do so.

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SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint one or more transfer agents and one or more registrars, and may require
all certificates of capital stock to bear the signature or signatures of any of
them. One company may serve as both transfer agent and registrar.


SECTION 5. EXAMINATION OF BOOKS BY SHAREHOLDERS. So far as it is not
inconsistent with the law of New Jersey, the Board of Directors shall have power
to determine, from time to time, whether and to what extent and at what times
and places and under what conditions and regulations the books and records of
account, minutes of the proceedings of the shareholders, Board of Directors and
any committee of the Company, and other documents of the Company, or any of
them, shall be open to inspection of the shareholders.


SECTION 6. VOTING SHARES OF OTHER CORPORATIONS. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board, or another officer
thereunto duly authorized by the Chairman of the Board, shall have full power
and authority on behalf of the Company to attend and to act and to vote at any
meeting of shareholders of any corporation in which this Company may hold stock,
and at any such meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such stock, and which, as the owner thereof,
this Company might have possessed and exercised if present. The Board of
Directors, by resolution, from time to time, may confer like powers upon any
other person or persons.

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ARTICLE VII
Dividends
---------

Dividends shall be declared and paid at such times and in such amounts as
the Board of Directors may in its absolute discretion determine and designate,
subject to the restrictions and limitations imposed by law.


ARTICLE VIII
Signatures
----------

Unless otherwise required by law, by the Certificate of Incorporation, by
these By-laws, or by resolution of the Board of Directors, the Chief Executive
Officer, the President or any Executive Vice President, Senior Vice President,
Sector President, Group President, or Vice President, or the Controller or the
Treasurer of the Company may enter into and execute in the name of the Company,
contracts or other instruments in the regular course of business, or contracts
or other instruments not in the regular course of business which are authorized,
either generally or specifically by the Board of Directors, and the Secretary or
an Assistant Secretary shall affix the Company seal thereto and attest the same,
if required.

ARTICLE IX
Fiscal Year
-----------

The fiscal year of the Company shall begin on the 1st day of October in each
year and end on the September 30th next succeeding.

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ARTICLE X
Directors May Contract With Company
-----------------------------------

Any Director may be a party to or may be interested in any agreement or
transaction of this Company by which such Director may personally benefit, with
the same force and effect as if such Director were either an entire stranger to
the Company or to the Board of Directors, provided the fact that such Director
is so interested or may personally benefit shall be disclosed or shall have been
known to the majority of the Board of Directors; and further provided that such
agreement or transaction shall be approved or ratified by the affirmative vote
of a majority of the Directors not so interested or benefited.


ARTICLE XI
Indemnification
---------------

The Company shall indemnify to the full extent authorized or permitted by
the New Jersey Business Corporation Act, any corporate agent (as defined in said
Act), or such agent's legal representative, made, or threatened to be made, a
party to any action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such agent is or was a corporate
agent of this Company.

ARTICLE XII
Amendments
----------

These By-laws may be altered, amended or repealed by the shareholders or by
a majority vote of the Directors. Any By-law adopted, amended or repealed by
the shareholders may be amended or repealed by a majority vote of the Directors,

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unless the resolution of the shareholders adopting such By-law expressly
reserves the right to amend or repeal it to the shareholders.


ARTICLE XIII
Force and Effect of By-laws
---------------------------

These By-laws are subject to the provisions of the New Jersey Business
Corporation Act and the Company's Certificate of Incorporation, as it may be
amended from time to time. If any provision in these By-laws is inconsistent
with a provision in that Act or the Certificate of Incorporation, the provision
of that Act or the Certificate of Incorporation shall govern to the extent of
such inconsistency.

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