RESOLVED, that Article II of the By-Laws of Becton, Dickinson and Company
be and hereby is amended to include the addition of a new Section 2.D set
forth in its entirety below:

            "SECTION 2.D.  ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL
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          MEETINGS OF SHAREHOLDERS.  No business may be transacted at an annual
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          meeting of shareholders, other than business that is either (a)
          specified in the notice of meeting (or any supplement thereto) given
          by or at the direction of the Board of Directors (or any duly
          authorized committee thereof), (b) otherwise properly brought before
          the annual meeting by or at the direction of the Board of Directors
          (or any duly authorized committee thereof) or (c) otherwise properly
          brought before the annual meeting by any shareholder of the Company
          (i) who is a shareholder of record on the date of the giving of the
          notice provided for in this Section 2.D. and on the record date for
          the determination of shareholders entitled to vote at such annual
          meeting and (ii) who complies with the notice procedures set forth in
          this Section 2.D.

            In addition to any other applicable requirements, for business to be
          properly brought before an annual meeting by a shareholder, such
          shareholder must have given timely notice thereof in proper written
          form to the Secretary of the Company.

            To be timely, a shareholder's notice to the Secretary must be
          delivered to or mailed and received at the principal executive offices
          of the Company not less than 90 days nor more than 120 days prior to
          the anniversary date of the immediately preceeding annual meeting of
          shareholders; provided however, that in the event that the annual
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          meeting is called for on a date that is not within 30 days before or
          after such anniversary date, notice by the shareholder in order to be
          timely must be so received not later than the close of business on the
          tenth day following the day on which such notice of the date of the
          annual meeting was mailed or such public disclosure of the date of the
          annual meeting was made, whichever first occurs.

            To be in proper written form, a shareholder's notice to the
          Secretary must set forth as to each matter such shareholder proposes
          to bring before the annual meeting (a) a brief description of the
          business desired to be brought before the annual meeting and the
          reasons for conducting such business at the annual meeting, (b) the
          name and record address of such shareholder, (c) the class or series
          and number of shares of capital stock of the Company that are owned
          beneficially or of record by such shareholder, (d) a description of
          all arrangements or understandings between such shareholder and any
          other person or persons (including their names) in connection with the
          proposal of such business by such shareholder and any material
          interest of such shareholder in such business and (e) a representation
          that such shareholder intends to appear in person or by proxy at the
          annual meeting to bring such business before the meeting.

            No business shall be conducted at the annual meeting of shareholders
          except business brought before the annual meeting in accordance with
          the procedures set forth in this Section 2.D, provided, however, that,
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          once business has been properly brought before the annual

          meeting in accordance with such procedures, nothing in Section 2.D,
          shall be deemed to preclude discussion by any shareholder of any such
          business. If the Chairman of an annual meeting determines that
          business was not properly brought before the annual meeting in
          accordance with the foregoing procedures, the Chairman shall declare
          to the meeting that the business was not properly brought before the
          meeting and such business shall not be transacted.