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Exhibit 4b    
    






BRISTOL-MYERS SQUIBB COMPANY  




 BYLAWS  


As Adopted on November 1, 1965  


 And as Amended to June 10, 2003  












   I N D E X  



	No.
	 	SUBJECT
	 	Page

	1.	 	Principal Office	 	1
	

2.	
 	

Other Offices	
 	

1
	

3.	
 	

Seal	
 	

1
	

4.	
 	

Meetings of Shareholders—Date and Time	
 	

1-2
	

5.	
 	

Meetings of Shareholders—Place	
 	

2
	

6.	
 	

Meetings of Shareholders—No Action By Written Consent, Call	
 	

2-3
	

7.	
 	

Meetings of Shareholders—Notice	
 	

3
	

8.	
 	

Meetings of Shareholders—Quorum	
 	

3
	

9.	
 	

Meetings of Shareholders—Presiding Officer and Secretary	
 	

3-4
	

10.	
 	

Meetings of Shareholders—Voting	
 	

4
	

11.	
 	

Meetings of Shareholders—Voting List	
 	

4-5
	

12.	
 	

Annual Meeting of Shareholders—Statement of Business and Condition of Company	
 	

5
	

13.	
 	

Meetings of Shareholders—Inspectors of Election	
 	

5
	

14.	
 	

Board of Directors—Powers	
 	

5
	

15.	
 	

Board of Directors—Number, Election, Term, Resignation or Retirement, Removal and Filling Vacancies	
 	

5-6
	

16.	
 	

Board of Directors—Location of Meetings and Books	
 	

6
	

17.	
 	

Board of Directors—Scheduling of Regular Meetings	
 	

6
	

18.	
 	

Board of Directors—Scheduling of Special Meetings	
 	

6-7
	 	 	 	 	 





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19.	
 	

Board of Directors—Waiver of Meeting Notice and Action by Consent	
 	

7
	

20.	
 	

Board of Directors—Quorum for Meeting	
 	

7
	

21.	
 	

Board of Directors—Meeting Procedure	
 	

7
	

22.	
 	

Board of Directors—Fees	
 	

8
	

23.	
 	

Board of Directors—Indemnification	
 	

8-9
	

24.	
 	

Committees of the Board—Executive, Audit, Others	
 	

9-10
	

25.	
 	

Committees of the Board—Minutes and Reports	
 	

10
	

26.	
 	

Officers	
 	

10
	

27.	
 	

Officers—Election and Term	
 	

11
	

28.	
 	

Appointment of Other Officers, Committees or Agents	
 	

11
	

29.	
 	

Officers—Removal	
 	

11
	

30.	
 	

Officers—Resignation	
 	

11
	

31.	
 	

Officers—Unable to Perform Duties	
 	

11-12
	

32.	
 	

Officers—Vacancy	
 	

12
	

33.	
 	

The Chairman of the Board and Chief Executive Officer—Powers and Duties	
 	

12
	

34.	
 	

The Vice Chairman of the Board—Powers and Duties	
 	

12
	

35.	
 	

Duties of President	
 	

12
	

36.	
 	

Vice Presidents—Powers and Duties	
 	

12-13
	

37.	
 	

The Treasurer—Powers and Duties	
 	

13
	

38.	
 	

The Secretary—Powers and Duties	
 	

13
	 	 	 	 	 



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39.	
 	

The Controller—Powers and Duties	
 	

13
	

40.	
 	

Assistant Treasurers and Assistant Secretaries—Powers and Duties	
 	

14
	

41.	
 	

Officers—Compensation	
 	

14
	

42.	
 	

Contracts, Other Instruments, Authority to Enter Into or Execute	
 	

14
	

43.	
 	

Loans and Negotiable Paper	
 	

14
	

44.	
 	

Checks, Drafts, etc.	
 	

14-15
	

45.	
 	

Banks—Deposit of Funds	
 	

15
	

46.	
 	

Stock Certificates—Form, Issuance	
 	

15
	

47.	
 	

Stock—Transfer	
 	

15-16
	

48.	
 	

Stock Certificates—Loss, Replacement	
 	

16
	

49.	
 	

Record Dates	
 	

16
	

50.	
 	

Registered Shareholders	
 	

17
	

51.	
 	

Fiscal Year	
 	

17
	

52.	
 	

Notices	
 	

17
	

53.	
 	

Notices—Waiver	
 	

17
	

54.	
 	

Amendments of Bylaws	
 	

17




iii






   BYLAWS  


 of  


 BRISTOL-MYERS SQUIBB COMPANY  


OFFICES


	1.
	The
registered office of the Company shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is The
Corporation Trust Company.



	2.
	The
Company may also have offices at such place or places as the Board of Directors may from time to time appoint or the business of the Company may require. 


SEAL


	3.
	The
corporate seal shall have inscribed thereon the name of the Company, the year of its organization and the words "Corporate Seal, Delaware." Said seal may be used in causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise. 


MEETINGS OF SHAREHOLDERS


	4.
	The
annual meeting of the shareholders for the election of directors and for the transaction of any other proper business shall be held at such time as the Board of Directors may
determine. For nominations or other business to be properly brought before any annual meeting by a shareholder, a shareholder must give timely notice in writing thereof to the Secretary of the Company
and, in the case of business other than nominations, such other business must be a proper matter for shareholder action. To be considered timely, a shareholder's notice must be received by the
Secretary at the principal executive offices of the Company not less than 120 calendar days before the date of the Company's proxy statement released to shareholders in connection with the prior
year's annual meeting. If the annual meeting for the election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as
convenient. A shareholder's notice shall set forth: (a) as to each person whom the shareholder proposes to nominate



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for
election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected;
(b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made and (c) as to the shareholder
giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Company's books, and
of such beneficial owner, (ii) the number of shares of stock held of record and beneficially by such shareholder and such beneficial owner, (iii) the name in which all such shares of
stock are registered on the stock transfer books of the Company, (iv) a representation that the shareholder intends to appear at the meeting in person or by proxy to submit the business
specified in such notice, (v) a brief description of the business desired to be submitted to the annual meeting, including the complete text of any resolutions intended to be presented at the
annual meeting, and the reasons for conducting such business at the annual meeting, (vi) any personal or other material interest of the shareholder in the business to be submitted, and
(vii) all other information relating to the proposed business which may be required to be disclosed under applicable law. In addition, a shareholder seeking to submit such business at the
meeting shall promptly provide any other information reasonably requested by the Company. The chairman of the meeting shall determine all matters relating to the efficient conduct of the meeting,
including, but not limited to, the items of business, as well as the maintenance of order and decorum. The chairman shall, if the facts warrant, determine and declare that any putative business was
not properly brought before the meeting in accordance with the procedures prescribed by this bylaw, in which case such business shall not be
transacted. Notwithstanding the foregoing provisions of this bylaw, a shareholder who seeks to have any proposal included in the Company's proxy materials shall comply with the requirements of
Rule 14a-8 under Regulation 14A of the Securities Exchange Act of 1934. 



	5.
	Meetings
of the shareholders may be held at such places either within or without the State of Delaware as the Board of Directors may determine.



	6.
	Any
action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of such stockholders and may not be effected
by any consent in writing by such stockholders. Except as otherwise required by law and subject to 


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the
rights under Article FOURTH of the Certificate of Incorporation of the Company of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon
liquidation, special meetings of stockholders of the Company may be called only by the Chairman of the Board or by the Board of Directors pursuant to a resolution approved by a majority of the entire
Board of Directors. 



	7.
	Except
as hereinafter provided or as may be otherwise required by law, notice of the place, date and hour of holding each annual and special meeting of the shareholders shall be in
writing and shall be delivered personally or mailed in a postage prepaid envelope, not less than ten days before such meeting, to each person who appears on the books of the Company as a shareholder
entitled to vote at such meeting, and to any shareholders who, by reason of any action proposed at such meeting, would be entitled to have their shares appraised if such action were taken. The notice
of every special meeting, besides stating the time and place of such meeting, shall state briefly the purpose or purposes thereof; and no business other than that specified in such notice or germane
thereto shall be transacted at the meeting, except with the unanimous consent in writing of the holders of record of all of the shares of the Company entitled to vote at such meeting. Notice of any
meeting of shareholders shall not be required to be given to any shareholder entitled to participate in any action proposed to be taken at such meeting who shall attend such meeting in person or by
proxy or who before or after any such meeting shall waive notice thereof in writing or by telegram, cable or wireless. Notice of any adjourned meeting need not be given.



	8.
	At
all meetings of shareholders of the Company, except as otherwise provided by law, the holders of a majority in number of the outstanding shares of the Company, present in person or
by proxy and entitled to vote thereat, shall constitute a quorum for the transaction of business. In the absence of a quorum the holders of a majority in number of the shares of stock so present or
represented and entitled to vote may adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting at which a quorum is present any business may be transacted which
might have been transacted at the meeting as originally called.



	9.
	The
Chairman of the Board shall preside as chairman at every meeting of shareholders. The Chairman of the Board may designate another officer of the Company or any shareholder to
preside as chairman of a meeting of shareholders in place of the Chairman of the Board and in the absence of the Chairman of the Board and an officer or shareholder designated by the Chairman of the
Board to preside as chairman of the meeting, the Board of Directors may designate an officer or shareholder to preside as chairman of the meeting. In the event the Chairman of the Board and the 


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Board
of Directors fail to so designate a chairman of the meeting the shareholders may designate an officer or shareholder as chairman. The Secretary shall act as secretary of the meeting, or, in the
absence of the Secretary, the presiding officer shall appoint a secretary of the meeting. 



	10.
	At
each meeting of the shareholders every shareholder of record entitled to vote thereat shall be entitled to one vote for each share of the Company standing in that shareholder's
name on the books of the Company provided that no share of stock shall be voted at any election of directors which shall have been transferred on the books of the Company later than the record date
announced by the Board of Directors or fixed by operation of these bylaws. The vote on shares may be given by the shareholder entitled thereto in person or by proxy duly appointed by an instrument in
writing subscribed by such shareholder or that shareholder's duly authorized attorney (or in any other manner prescribed by the General Corporation Law of the State of Delaware), and delivered to the
secretary of the meeting; provided, however, that no proxy shall be valid after the expiration of three years from the date of its execution unless the shareholder executing it shall have specified
therein the length of time it is to continue in force, which shall be for some limited period. At all meetings of shareholders, a quorum being present, all matters, except as otherwise provided by law
or by the Certificate of Incorporation of the Company or these bylaws, shall be decided by the holders of a majority in number of the shares of stock of the Company present in person or by proxy and
entitled to vote. A share vote may be by ballot and each ballot shall state the name of the shareholder voting and the number of shares owned by that shareholder and shall be signed by such
shareholder or by that shareholder's proxy. Except as otherwise required by law or by these bylaws all voting may be viva voce.



	11.
	The
Secretary or other officer in charge of the stock ledger of the Company shall prepare and make at least ten days before every meeting of shareholders a complete list of the
shareholders entitled to vote at the meeting arranged in alphabetical order and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list
shall be open to the examination of any shareholder for any purpose germane to the meeting during ordinary business hours for a period of at least ten days prior to the meeting either at a place
within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any shareholder who is present. The stock ledger shall be the only evidence as to who
are the shareholders entitled to examine the stock ledger, the list required by this bylaw, or the books of 


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the
Company or to vote in person or by proxy at any meeting of shareholders. 



	12.
	The
Board of Directors shall present at each annual meeting, and when called for by vote of the shareholders at any special meeting of the shareholders, a full and clear statement of
the business and condition of the Company.



	13.
	At
all elections of directors and when otherwise required by law, the chairman of the meeting shall appoint two inspectors of election. The inspectors shall be responsible for
receiving, tabulating and reporting the result of the votes taken. No director or candidate for the office of director shall be appointed such inspector. The chairman of the meeting shall open and
close the polls. 


DIRECTORS


	14.
	The
property, business and affairs of the Company shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Company and do all
such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the shareholders.



	15.(a)
	The
Board of Directors shall consist of ten directors. The number of directors may be fixed from time to time by a majority vote of the entire Board of Directors.



	(b)
	Except
as otherwise provided by the Certificate of Incorporation, by these bylaws or by law, at each meeting of the shareholders for the election of directors at which a quorum shall
be present, the persons receiving a plurality of the votes cast shall be directors. Such election shall be by ballot.



	(c)
	The
directors shall be elected as specified in the Certificate of Incorporation and by these bylaws.



	(d)
	Except
as otherwise provided in the Certificate of Incorporation or in these bylaws, each director shall continue in office until the next annual meeting of stockholders and until a
successor shall have been elected and shall have qualified, or until the director shall have resigned, or, in the case of a director who is an employee of the Company, until the director shall have
resigned from employment with the Company or the director's employment shall have been terminated by the Company. In addition, a director who is not an employee of the Company or who is the Chief
Executive Officer of the Company or a retired Chief Executive Officer of 


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the
Company shall retire from the position of director at the Annual Meeting following attainment of age 70; an employee who is a director of the Company (other than the Chief Executive Officer or a
retired Chief Executive Officer) shall retire from the position of director on the effective date of the director's retirement as an employee of the Company. Any director of the Company may resign at
any time by giving written notice to the Chairman of the Board or to the Secretary of the Company. Such resignation shall take effect at the time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective. Exceptions to the requirements for the retirement of a director may be made by the Board of Directors. 



	(e)
	Subject
to the rights under Article FOURTH of the Certificate of Incorporation of the Company of the holders of any class or series of stock having a preference over the Common Stock
as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board
of Directors resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors or by a sole remaining director. Any director elected in accordance with the preceding sentence (i) prior to the 2006 annual
meeting of stockholders shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or (ii) after such meeting shall hold office until the next
annual meeting of stockholders and, in either case, until such director's successor shall have been elected and qualified.



	16.
	The
directors may hold their meetings and keep the books of the Company at such place or places as they may from time to time determine.



	17.
	Regular
meetings of the Board of Directors may be held at such time as may be fixed from time to time by resolution of the Board of Directors. Unless required by said resolution,
notice of any such meeting need not be given.



	18.
	Special
meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or any of three of the directors for the time being in office.
Notice of each such special meeting shall be mailed, postage prepaid, to each director, addressed to the director at the director's residence or usual place of business, at least two days before the
day on which the meeting is to be held, or shall be sent to the director at such place by telegraph, cable, or wireless, or be delivered personally or by telephone, not later than the day before the
day on which the meeting is to be held. Every such notice shall state the time and place 


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but,
except as provided by these bylaws or by resolution of the Board of Directors, need not state the purposes of the meetings. 



	19.
	Anything
in these bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, notice of any meeting of the Board of Directors need not be given to
any director, if, before or after any such meeting, notice thereof shall be waived by such director in writing or by telegraph, cable or wireless. Any meeting of the Board of Directors shall be a
legal meeting without any notice having been given or regardless of the giving of any notice or the adoption of any resolution in reference thereto, if all the directors shall be present thereat or
shall have so waived notice thereof. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board and such written consent is filed with the minutes of proceedings of the Board of Directors.



	20.
	Five
of the directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting and
except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these bylaws, the act of a majority of the directors present at any such meeting at which a
quorum is present shall be the act of the Board of Directors. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present. Notice
of any adjourned meeting need not be given. The directors shall act only as a board and the individual directors shall have no power as such.



	21.
	At
each meeting of the Board of Directors the Chairman of the Board shall preside. The Chairman of the Board may designate another member of the Board of Directors to preside as
chairman of a meeting in place of the Chairman of the Board, and in the absence of the Chairman of the Board and any member of the Board of Directors designated by the Chairman of the Board to preside
as chairman of the meeting, a majority of the directors present may designate a member of the Board of Directors as chairman to preside at the meeting. The Secretary of the Company or, in the absence
of the Secretary, a person appointed by the chairman of the meeting, shall act as secretary of the Board of Directors. The Board of Directors may adopt such rules and regulations for the conduct of
their meetings and the management of the affairs of the Company, as they shall deem proper and not inconsistent with the law or with these bylaws. At all meetings of the Board of Directors business
shall be transacted in such order as the Board of Directors may determine. 


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	22.
	Each
director shall be paid such fee, if any, for each meeting of the Board attended and/or such annual fee as shall be determined from time to time by resolution of the Board of
Directors.



	23.(a)
	Definitions.
As used herein, the term "director" shall include each present and former director of the Company and the term "officer" shall include each present and former officer
of the Company as such, and the terms "director" and "officer" shall also include each employee of the Company, who, at the Company's request, is serving or may have served as a director or officer of
another corporation in which the Company owns directly or indirectly, shares of capital stock or of which it is a creditor. The term "officer" also includes each assistant or divisional officer. The
term "expenses" shall include, but not be limited to, reasonable amounts for attorney's fees, costs, disbursements and other expenses and the amount or amounts of judgments, fines, penalties and other
liabilities.



	(b)
	Indemnification
Granted. Each director and officer shall be and hereby is indemnified by the Company, to the full extent permitted by law, against:



	(i)
	expenses
incurred or paid by the director or officer in connection with any claim made against such director or officer, or any actual or threatened action, suit or
proceeding (civil, criminal, administrative, investigative or other, including appeals and whether or not relating to a date prior to the adoption of this bylaw) in which such director or officer may
be involved as a party or otherwise, by reason of being or having been a director or officer of the Company, or of serving or having served at the request of the Company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action taken or not taken by such director or officer in such capacity, and



	(ii)
	the
amount or amounts paid by the director or officer in settlement of any such claim, action, suit or proceeding or any judgment or order entered therein, however,
notwithstanding anything to the contrary herein where a director or officer seeks indemnification in connection with a proceeding voluntarily initiated by such director or officer the right to
indemnification granted hereunder shall be limited to proceedings where such director or officer has been wholly successful on the merits.






	(c)
	Miscellaneous.



	(i)
	Expenses
incurred and amounts paid in settlement with respect to any claim, action, suit or proceeding of the character described in paragraph (b)(i) above
may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on 





8





 




behalf
of the recipient to repay such amounts as shall not ultimately be determined to be payable to such recipient under this bylaw. 



	(ii)
	The
rights of indemnification herein provided for shall be severable, shall not be exclusive of other rights to which any director or officer now or hereafter may be
entitled, shall continue as to a person who has ceased to be an indemnified person and shall inure to the benefit of the heirs, executors, administrators and other legal representatives of such a
person.



	(iii)
	The
provisions of this bylaw shall be deemed to be a contract between the Company and each director or officer who serves in such capacity at any time while such bylaw
is in effect.



	(iv)
	The
Board of Directors shall have power on behalf of the Company to grant indemnification to any person other than a director or officer to such extent as the Board in
its discretion may from time to time determine. 



COMMITTEES OF THE BOARD


	24.
	(a) The
 Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board of Directors, designate an Executive Committee (and may discontinue the same at
any time) to consist of three or more of the Directors of the Company. The members shall be appointed by the Board of Directors and shall hold office during the pleasure of the Board of Directors;
provided, however, that in the absence or disqualification of any member of the Executive Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or
not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The
Executive Committee shall have and may exercise, during the intervals between the meetings of the Board of Directors, all of the powers of the Board of Directors in the management of the business and
affairs of the Company (and shall have power to authorize the seal of the Company to be affixed to all papers which may require it), except that the Executive Committee shall have no power to
(i) elect Directors to fill any vacancies or appoint any officers; (ii) fix the compensation of any officer or the compensation of any Director for serving on the Board of Directors or
on any committee; (iii) declare any dividend or make any other distribution to the shareholders of the Company; (iv) submit to shareholders any action that needs shareholder
authorization; (v) amend or repeal the bylaws or adopt any new bylaw; (vi) amend or repeal any resolution of the Board of Directors which by its terms shall not be so amendable or
repealable; (vii) 


9





 

take
any final action with respect to the acquisition or disposition of any business at a price in excess of $25,000,000. 



	(b)
	The
Audit Committee shall consist of three or more independent directors of the Company designated by the Committee on Directors and Corporate Governance and approved by a majority of
the whole Board of Directors by resolution or resolutions. Any director who is a present or former employee of the Company may not serve on the Audit Committee. The members of the Audit Committee
shall hold office during the pleasure of the Board of Directors. A majority of the members of the Audit Committee will constitute a quorum for the transaction of business. The responsibilities and
duties of the Audit Committee shall be set forth in an Audit Committee Charter that shall be approved by the entire Board of Directors, from time to time.



	(c)
	The
Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate such other committees as may be deemed advisable (and may
discontinue the same at any time), to consist of two or more of the directors of the Company. The members shall be appointed by and shall hold office during the pleasure of the Board of Directors, and
the Board of Directors shall prescribe the name or names of such committees, the number of their members and their duties and powers.



	(d)
	Any
action required or permitted to be taken at any meeting of any committee may be taken without a meeting, if prior to such action a written consent thereto is signed by all members
of the committee and such written consent is filed with the minutes of proceedings of the committee.



	25.
	All
committees shall keep written minutes of their proceedings and report the same to the Board of Directors when required. 


OFFICERS


	26.
	The
officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, two or more Vice Presidents (which shall include Senior Vice President, Executive Vice
President and other Vice President titles), a Treasurer, a Secretary, a Controller, and such other officers as may be appointed in accordance with these bylaws (such as a Vice Chairman of the Board or
a President). The Secretary and Treasurer may be the same person, or a Vice President may hold at the same time the office of Secretary, Treasurer, or Controller. 


10







  


	27.
	The
Board of Directors shall designate certain officers to be members of a senior management team (the "Senior Management Team"). The Senior Management Team shall be called the
Management Committee, the Executive Committee or such other name as the Chief Executive Officer shall determine. The members of the Senior Management Team, the Treasurer, Secretary and Controller
shall be appointed by the Board of Directors. Each other officer shall be appointed by a member of the Senior Management Team, or by an officer of the Company to whom such power may from time to time
be delegated by a member of the Senior Management Team. Each officer shall hold office until a successor shall have been duly chosen and shall have qualified or until the death or retirement of the
officer or until the officer shall resign or shall have been removed in the manner hereinafter provided. The Chairman of the Board and Vice Chairman of the Board, if appointed, shall be chosen from
among the directors.



	28.
	The
Board of Directors may appoint such other officers, committees or agents, as the business of the Company may require, including one or more Assistant Treasurers and one or more
Assistant Secretaries, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in these bylaws or as the Board of Directors may from time to
time determine. The Board of Directors may delegate to any officer or committee the power to appoint and to remove any such subordinate officer or agent.



	29.
	Subject
to the provisions of any written agreement, any officer may be removed, either with or without cause, by a vote of the majority of the whole Board of Directors at a regular
meeting or a special meeting called for the purpose. Any officer, except an officer elected by the Board of Directors, may also be removed, with or without cause, by any committee or superior officer
upon whom such power of removal may be conferred by the Board of Directors.



	30.
	Subject
to the provisions of any written agreement, any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board or the Secretary
of the Company. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.



	31.
	Except
as otherwise provided in these bylaws, in the event any officer shall be unable to perform the duties of the office held, whether by reason of absence, disability or otherwise,
the Chairman of the Board may designate another officer of the Company to assume the duties of the officer who is unable to carry out the duties of the office; in the event the Chairman of the Board
shall be absent and unable to perform the duties of 


11





 

the
office of Chairman of the Board, the Chairman of the Board shall designate another officer to assume the duties of the Chairman of the Board; if another officer has not been designated by the
Chairman of the Board to assume the duties of the Chairman of the Board, then the Board of Directors shall designate another officer to assume the duties of the Chairman of the Board; in the event the
Chairman of the Board shall be disabled and unable to perform the duties of the office of Chairman of the Board, then the Board of Directors shall designate another officer to assume the duties of the
Chairman of the Board. Any officer designated to assume the duties of another officer shall have all the powers of and be subject to all the restrictions imposed upon the officer whose duties have
been assumed. 



	32.
	A
vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by
these bylaws for the regular appointment or election to such office.



	33.
	The
Chairman of the Board shall be the Chief Executive Officer of the Company and shall have general supervision of the business and operations of the Company, subject, however, to
the control of the Board of Directors. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors. The Chairman of the Board shall perform all of the
duties usually incumbent upon a Chief Executive Officer of a corporation and incident to the office of the Chairman of the Board. The Chairman of the Board shall also have such powers and perform such
duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as may from time to time be assigned by the Board of
Directors.



	34.
	The
Vice Chairman, if one shall be appointed, shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other
duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors or the Chairman of the Board.



	35.
	The
President, if one shall be appointed, shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other
duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors or the Chairman of the Board.



	36.
	Each
Vice President shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent
with these bylaws, as from 


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time
to time may be assigned by the Board of Directors or the Chairman of the Board. 



	37.
	The
Treasurer shall have charge and custody of, and be responsible for, all funds of the Company. The Treasurer shall regularly enter or cause to be entered in books to be kept by the
Treasurer or under the Treasurer's direction for this purpose full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; the Treasurer shall exhibit such
books of account and records to any of the directors of the Company at any time upon request at the office of the Company where such books and records shall be kept and shall render a detailed
statement of these accounts and records to the Board of Directors as often as it shall require the same. The Treasurer shall also have such powers and perform such duties as are assigned the Treasurer
by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors.



	38.
	It
shall be the duty of the Secretary to act as Secretary of all meetings of the Board of Directors and of the shareholders of the Company, and to keep the minutes of all such
meetings in the proper book or books to be provided for that purpose; the Secretary shall see that all notices required to be given by or for the Company or the Board of Directors or any committee are
duly given and served; the Secretary shall be custodian of the seal of the Company and shall affix the seal, or cause it to be affixed, to all documents, the execution of which on behalf of the
Company, under its seal shall have been duly authorized in accordance with the provisions of these bylaws. The Secretary shall have charge of the share records and also of the other books, records,
and papers of the Company relating to its organization and management as a corporation and shall see that the reports, statements and other documents required by law are properly kept and filed; and
shall in general perform all the duties usually incident to the office of Secretary. The Secretary shall also have such powers and perform such duties as are assigned by these bylaws, and shall have
such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors.



	39.
	The
Controller shall perform the usual duties pertaining to the office of the Controller. The Controller shall have charge of the supervision of the accounting system of the Company,
including the preparation and filing of all reports required by law to be made to any public authorities and officials, and shall also have such powers and perform such duties, not inconsistent with
these bylaws, as from time to time may be assigned by the Board of Directors. 


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	40.
	The
Assistant Treasurers and the Assistant Secretaries shall have such powers and perform such duties as are assigned to them by these bylaws and shall have such other powers and
perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned to them by the Treasurer or the Secretary, respectively, or by the Board of Directors.



	41.
	The
compensation of the Chairman of the Board, the Chief Executive Officer, members of the Senior Management Team, Treasurer, Secretary and Controller shall be fixed by the Board of
Directors. The compensation of such other officers as may be appointed in accordance with the provisions of these bylaws may be fixed by any member of the Senior Management Team, or by an officer of
the Company to whom such power may from time to time be delegated by a member of the Senior Management Team. No officer shall be prevented from receiving such compensation by reason of also being a
director of the Company. 


CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.


	42.
	The
Board of Directors except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Company, to enter into
any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors or expressly authorized by
these bylaws, no officer or agent or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any
purpose or to any amount.



	43.
	No
loans shall be contracted on behalf of the Company and no negotiable paper shall be issued in its name unless authorized by resolution of the Board of Directors. When authorized by
the Board of Directors, any officer or agent of the Company thereunto authorized may effect loans and advances at any time for the Company from any bank, trust company, or other institution, or from
any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Company and, when
authorized so to do, may pledge, hypothecate or transfer any securities or other property of the Company as security for any such loans or advances. Such authority may be general or confined to
specified instances.



	44.
	All
checks, drafts and other orders for the payment of moneys out of the funds of the Company and all notes or other evidences of indebtedness of the Company shall be signed on behalf
of the Company in such manner 


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as
shall from time to time be determined by resolution of the Board of Directors. 



	45.
	All
funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of
Directors may select or as may be selected by any officer or officers, agent or agents of the Company to whom such power may from time to time be delegated by the Board of Directors; and for the
purpose of such deposit, the Chairman of the Board, the Chief Executive Officer, a Vice President, the Treasurer, the Controller, the Secretary or any other officer or agent or employee of the Company
to whom such power may be delegated by the Board of Directors, may endorse, assign and deliver checks, drafts and other orders for the payment of moneys which are payable to the order of the Company. 


CERTIFICATES AND TRANSFERS OF SHARES


	46.
	The
shares of the Company shall be represented by certificates or shall be uncertificated. Each registered holder of shares, upon request to the Company, shall be provided with a
certificate of stock, representing the number of shares owned by such holder. Certificates for shares of the Company shall be in such form as shall be approved by the Board of Directors. Such
certificates shall be numbered and registered in the order in which they are issued and shall be signed by the Chairman of the Board, the Chief Executive Officer or a Vice President and the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Where any such certificate is countersigned by a transfer agent, other than the Company or its employee, or by a registrar, other
than the Company or its employee, any other signature on such certificate may be a facsimile, engraved, stamped or printed. In the event that an officer whose facsimile signature appears on such
certificate ceases for any reason to hold the office indicated and the Company or its transfer agent has on hand a supply of share certificates bearing such officer's facsimile signature, such
certificates may continue to be issued and registered until such supply is exhausted.



	47.
	Transfers
of shares of the Company shall be made only on the books of the Company by the holder thereof, or by the holder's attorney thereunto duly authorized and on either the
surrender of the certificate or certificates for such shares properly endorsed or upon receipt of proper transfer instructions from the registered owner of uncertificated shares. Every certificate
surrendered to the Company shall be marked "Cancelled," with the date of cancellation, and no new certificate shall be issued in exchange therefor until the old certificate has been surrendered and 


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cancelled,
except as hereinafter provided. Uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the Company. 



	48.
	The
holder of any shares of the Company shall immediately notify the Company of any loss, destruction or mutilation of the certificate therefor and the Company may issue a new
certificate in the place of any certificate theretofore issued by it alleged to have been lost, destroyed or mutilated. The Board of Directors may, in its discretion, as conditions to the issue of any
such new certificate, require the owner of the lost or destroyed certificate or the owner's legal representatives to make proof satisfactory to the Board of Directors of the loss or destruction
thereof and to give the Company a bond in such form, in such sum and with such surety or sureties as the Board of Directors may direct, to indemnify the Company against any claim that may be made
against it on account of any such certificate so alleged to have been lost or destroyed. 




DETERMINATION OF RECORD DATE


	49.
	In
order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix in advance a record date which shall not be more than 60 nor less than 10 days before the date of such meeting nor more than 60 days prior to any
other action. 



        If
no record date is fixed: 



	(i)
	The
record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding
the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.



	(ii)
	The
record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution
relating thereto. 



A
determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting. 



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REGISTERED SHAREHOLDERS


	50.
	The
Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware. 


FISCAL YEAR


	51.
	The
fiscal year shall begin on the first day of January and end on the thirty-first day of December in each year. 


NOTICES


	52.
	Whenever
under the provision of these bylaws notice is required to be given to any director or shareholder, it shall be construed to mean personal notice, but such notice may be given
in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to such director or shareholder at such address as appears on the books of the
Company, or, in default of other address, to such director or shareholder, at the General Post Office in the City of Wilmington, Delaware, and such notice shall be deemed to be given at the time when
the same shall be thus mailed.



	53.
	Any
notice required to be given under these bylaws may be waived in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein. 


AMENDMENTS


	54.
	Except
as otherwise provided in the Certificate of Incorporation of the Company and consistent therewith, these bylaws may be altered, amended or repealed or new bylaws may be made by
the affirmative vote of the holders of record of a majority of the shares of the Company entitled to vote, at any annual or special meeting, provided that such proposed action shall be stated in the
notice of such meeting, or, by a vote of the majority of the whole Board of Directors, at any regular meeting without notice, or at any special meeting provided that notice of such proposed action
shall be stated in the notice of such special meeting. 


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Exhibit 4b