Johnson & Johnson By-Laws

ARTICLE 1
MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting

A meeting of the shareholders of the Corporation shall be held annually on such business day and at such
time and at such place within or without the State of New Jersey, or, to the extent provided by law, in part or
solely by means of remote communication, as may be determined by the Board of Directors and stated in the
notice of the meeting, for the purpose of electing directors and for the transaction of all other business that is
properly brought before the meeting in accordance with these By-Laws. The Corporation may postpone,
reschedule or cancel any annual meeting of shareholders previously scheduled by the Board of Directors.

Section 2. Special Meetings

(A) General.
A special meeting of the shareholders may be called at any time by the Chairman of the Board of
Directors, by a Vice Chairman of the Board of Directors, by the Chairman of the Executive Committee, by
a Vice Chairman of the Executive Committee, by the President, by a majority of the Board of Directors, or
as otherwise provided by the New Jersey Business Corporation Act, as amended, and shall be held on
such business day and at such time and at such place within or without the State of New Jersey as is
stated in the notice of the meeting, or, to the extent provided by law and authorized by the Board of
Directors, in part or solely by means of remote communication. Subject to subsection (B) of this Section 2,
a special meeting of shareholders may be called, upon written request to the Secretary, by record holders
of at least twenty-five percent (25%) of the outstanding shares of the Corporation entitled to vote. The
Corporation may postpone, reschedule or cancel any special meeting of shareholders previously
scheduled.

(B) Special Meetings Requested by Shareholders.

1. The written request to the Secretary for a special meeting of shareholders by record holders of at
least twenty-five percent (25%) of the outstanding shares of the Corporation entitled to vote shall
be signed by each shareholder, or duly authorized agent, requesting the special meeting and
shall set forth: (i) the name and address of each shareholder, (ii) the number of shares held of
record and beneficially by each shareholder, (iii) the name in which all such shares are registered

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on the share transfer books of the Corporation, (iv) a brief description of the business desired to
be brought before the meeting and the reasons therefor, (v) any personal or other material
interest of any such shareholder in the business to be submitted and (vi) 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 a special meeting shall promptly
provide any other information reasonably requested by the Corporation. A shareholder may
revoke the request for a special meeting at any time by written revocation delivered to the
Secretary, and if, following such revocation, there are un-revoked requests from shareholders
holding in the aggregate less than the requisite number of shares entitling the shareholders to
request the calling of a special meeting, the Board of Directors, in its discretion, may cancel the
special meeting.

2. Except as provided in the next sentence, a special meeting requested by shareholders shall be
held on such business day and at such time and at such place within or without the State of New
Jersey as is stated in the notice of the meeting, or, to the extent provided by law and authorized
by the Board of Directors, in part or solely by means of remote communication; provided,
however, that the date of any such special meeting shall be not more than ninety (90) days after
the request to call the special meeting is received by the Secretary. A special meeting requested
by shareholders shall not be held if the Board of Directors has called or calls for an annual
meeting of shareholders to be held within ninety (90) days after the Secretary receives the
request for the special meeting and the Board of Directors determines in good faith that the
business to be conducted at such annual meeting includes (among any other business properly
brought before the meeting) the business specified in the written request or business substantially
similar thereto.

3. (3) Business transacted at a special meeting requested by shareholders shall be limited to the
subject matter stated in the written request for such special meeting, provided, however, that
such subject matter shall be a matter which is a proper subject matter for shareholder action at
such meeting; and further provided, that nothing herein shall prohibit the Board of Directors from
submitting additional matters to shareholders at any such special meeting.

Section 3. Adjournment of Meetings

Any meeting of the shareholders of the Corporation may be adjourned from time to time by the affirmative
vote of the holders of a majority of the issued and outstanding shares entitled to vote at such meeting present
in person or represented by proxy, for a period not exceeding one month at any one time and upon such
notice, if any, as may be determined by the vote. At any adjourned meeting at which a quorum shall be
present any business may be transacted which might have been transacted at the meeting as originally
called.

Section 4. Notices of Meetings

(A ) Notices.
At least ten (10) but not more than sixty (60) days before the date designated for the holding of any

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meeting of the shareholders, except as otherwise provided herein for adjourned meetings, written or
printed notice of the time, place and purpose or purposes of such meeting shall be served by mail or
electronic transmission upon each shareholder of record entitled to vote at such meeting.

(B ) Service of Notice.
A notice of meeting shall be deemed duly served when (i) deposited in the United States Mail with
postage fully paid and plainly addressed to the shareholder at his or her latest address appearing in the
share records of the Corporation, or (ii) given by a form of electronic transmission consented to by the
shareholder to whom notice is given.

Section 5. Quorum
At any meeting of the shareholders, the holders of a majority of the issued and outstanding shares entitled to
vote at such meeting shall be present in person or represented by proxy in order to constitute a quorum.

Section 6. Voting
(A) Vote Necessary.

1. The written request to the Secretary for a special meeting of shareholders by record holders of at
least twenty-five percent (25%) of the outstanding shares of the Corporation entitled to vote shall
be signed by each shareholder, or duly authorized agent, requesting the special meeting and
shall set forth: (i) the name and address of each shareholder, (ii) the number of shares held of
record and beneficially by each shareholder, (iii) the name in which all such shares are registered
on the share transfer books of the Corporation, (iv) a brief description of the business desired to
be brought before the meeting and the reasons therefor, (v) any personal or other material
interest of any such shareholder in the business to be submitted and (vi) 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 a special meeting shall promptly
provide any other information reasonably requested by the Corporation. A shareholder may
revoke the request for a special meeting at any time by written revocation delivered to the
Secretary, and if, following such revocation, there are un-revoked requests from shareholders
holding in the aggregate less than the requisite number of shares entitling the shareholders to
request the calling of a special meeting, the Board of Directors, in its discretion, may cancel the
special meeting.

2. Except as otherwise required by law, a nominee for election as a director shall be elected to the
Board of Directors at a meeting at which a quorum is present if the number of votes cast, in
person or by proxy, by the holders of shares entitled to vote thereon, “for” such nominee’s
election exceeds the number of votes cast “against” such nominee’s election; provided that if the
number of director nominees exceeds the number of directors to be elected, each nominee shall
be elected by a plurality of the votes cast, in person or by proxy, by the holders of shares entitled
to vote thereon, at the meeting at which a quorum is present. In the event that a director nominee
fails to receive an affirmative majority of the votes cast in an election where the number of

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nominees is less than or equal to the number of directors to be elected, the Board of Directors,
within its powers, may decrease the number of directors, fill the vacancy, or take other
appropriate action.

(B ) Inspectors.
At any meeting of the shareholders, if the chairman of the meeting so directs or if before the voting
begins, any shareholder present so requests, the polls shall be opened and closed, the proxies and
ballots shall be received and taken in charge, and all questions with respect to the qualifications of voters,
the validity of proxies, and the acceptance or rejection of votes, shall be decided by three (3) inspectors to
be appointed by the chairman of the meeting.

(C ) Eligibility to Vote.
Each shareholder shall have one vote for each share entitled to vote as provided in the Certificate of
Incorporation or otherwise by law and registered in his or her name in the share records of the
Corporation as of the record date.

(D ) Methods of Voting.
At any meeting of the shareholders each shareholder shall be entitled to vote either in person or by proxy
appointed either by instrument in writing subscribed by such shareholder, or by his or her duly authorized
attorney or agent, or by mail, telephone or electronic transmission, and delivered to the Secretary or to
the inspectors at or before the meeting.

(E ) Record Date.
The Board of Directors may fix in advance, a date, not less than ten (10) but not more than sixty (60) days
preceding the date of any meeting as the record date for determining the shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, notwithstanding any transfer of
any shares in the share records of the Corporation after any such record date designated as aforesaid.

(F) List of Shareholders.

The Board of Directors shall cause the officer or agent, who has charge of the share transfer books of the
Corporation, to make a complete list of all the shareholders entitled to vote at a shareholders' meeting or
any adjournment thereof, arranged in alphabetical order, together with the latest address of each
shareholder appearing upon the share records of the Corporation and the number of shares held by each.

The Board of Directors shall cause such list of shareholders to be produced (or available by means of a
visual display) at the time and place of every meeting of shareholders and shall be open to examination
by any shareholder listed therein for reasonable periods during the meeting.

Section 7. Transaction of Shareholder Business and

Nominations
(A) Annual Meeting.

1. At any annual meeting of the shareholders, only such business (including, but not limited to,
nominations for director) shall be conducted as shall have been properly brought before the

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meeting. To be properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or supplements thereto) given by or at the direction of the Board of Directors
(including shareholder proposals included in the Corporation's proxy materials pursuant to
applicable rules and regulations), (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, (iii) otherwise properly brought before the meeting by a
shareholder who is a shareholder of record at the time the notice provided for in this Section 7 is
delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 7, or (iv) otherwise properly brought
before the meeting by any Eligible Shareholder (as defined in Article I, Section 8(A)(2) below)
whose Shareholder Nominee (as defined in Article I, Section 8(A)(1) below) is included in the
Corporation’s proxy materials for the relevant annual meeting. For the avoidance of doubt, the
foregoing clauses (iii) and (iv) shall be the exclusive means for a shareholder to make director
nominations, and the foregoing clause (iii) shall be the exclusive means for a shareholder to
propose other business (other than shareholder proposals included in the Corporation's proxy
materials pursuant to applicable rules and regulations), at any annual meeting of shareholders.

2. For business (including, but not limited to, any nominations for director) to be properly brought
before an annual meeting by a shareholder pursuant to clause (iii) of the foregoing paragraph: (x)
the shareholder must have given timely notice thereof in writing to the Secretary of the
Corporation and (y) the subject matter thereof must be a matter which is a proper subject matter
for shareholder action at such meeting. To be considered timely notice, a shareholder's notice
must be received by the Secretary at the principal office of the Corporation not later than the
Close of Business (as defined in Article I, Section 7(B)(2) below) on the 120th calendar day nor
earlier than the Close of Business on the 150th calendar day before the date of the Corporation’s
proxy statement’s release to shareholders in connection with the prior year’s annual meeting.
However, if no annual meeting was held in the prior year, or if the date of the applicable annual
meeting has been changed by more than 30 calendar days from the date contemplated at the
time of the prior year’s proxy statement, then a shareholder’s notice, in order to be considered
timely, must be received by the Secretary not earlier than the Close of Business on the 90th
calendar day before the date the Corporation commences mailing of its proxy materials in
connection with the applicable annual meeting and not later than the Close of Business on the
later of the 60th calendar day before the date the Corporation commences mailing of its proxy
materials in connection with the applicable annual meeting or the 10th calendar day following the
day on which Public Announcement (as defined in Article I, Section 7(B)(2) below) of the date of
such meeting is first made by the Corporation. In no event shall an adjournment or recess of an
annual meeting, or a postponement of an annual meeting for which notice has been given or with
respect to which there has been a Public Announcement of the date of the meeting, commence a
new time period (or extend any time period) for the giving of a shareholder’s notice as described
above.

Such shareholder's notice to the Secretary to submit business (including, but not limited to,
nominations for director) to an annual meeting must set forth:

i. as to each person whom the shareholder proposes to nominate for election or re-election
as a director: (a) all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is otherwise

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required, in each case pursuant to and in accordance with Regulation 14A under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (b) such
person’s written consent to serving as a director if elected; provided, however, that, in
addition to the information required in the shareholder’s notice pursuant to this Section
7(A)(2)(i), the Corporation may require each such person to furnish such other
information as may reasonably be required by the Corporation to determine the eligibility
of such person to serve as a director of the Corporation, including information relevant to
a determination whether such person can be considered an independent director;

ii. as to any other business that the shareholder proposes to bring before the meeting: (a) a
brief description of the business desired to be brought before the meeting and the
reasons therefor, (b) any personal or other material interest of the shareholder in the
business to be submitted and (c) all other information relating to the proposed business
which may be required to be disclosed under applicable law;

iii. as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination is made or the other business is proposed:

a. the name and address of the shareholder, as they appear on the share transfer
books of the Corporation, and the name and address of such beneficial owner,

b. the class and number of shares of stock of the Corporation held of record by
such shareholder and such beneficial owner as of the date of the notice, and a
representation that the shareholder will notify the Corporation in writing within five
(5) business days after the record date for such meeting of the class and number
of shares of stock of the Corporation held of record by the shareholder and such
beneficial owner as of the record date for the meeting, and

c. a representation that the shareholder intends to appear in person or by proxy at

the meeting to make such nomination or propose such business;

iv. as to the shareholder giving the notice or, if the notice is given on behalf of a beneficial
owner on whose behalf the nomination is made or the other business is proposed, as to
such beneficial owner, and if such shareholder or beneficial owner is an entity, as to each
director, executive, managing member or control person of such entity (any such
individual or control person, a “Control Person”):

a. the class and number of shares of stock of the Corporation which are beneficially
owned by such shareholder or beneficial owner and by any Control Person as of
the date of the notice, and a representation that the shareholder will notify the
Corporation in writing within five (5) business days after the record date for such
meeting of the class and number of shares of stock of the Corporation
beneficially owned by such shareholder or beneficial owner and by any Control
Person as of the record date for the meeting,

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b. a description of any agreement, arrangement or understanding with respect to

the nomination or other business between or among such shareholder, beneficial
owner or Control Person and any other person, including without limitation any
agreements that would be required to be disclosed pursuant to Item 5 or Item 6
of Exchange Act Schedule 13D (regardless of whether the requirement to file a
Schedule 13D is applicable) and a representation that the shareholder will notify
the Corporation in writing within five (5) business days after the record date for
such meeting of any such agreement, arrangement or understanding in effect as
of the record date for the meeting, and

c. a description of any agreement, arrangement or understanding (including without

limitation any derivative or short positions, profit interests, options, hedging
transactions, and borrowed or loaned shares) that has been entered into as of
the date of the shareholder’s notice by, or on behalf of, such shareholder,
beneficial owner or Control Person, the effect or intent of which is to mitigate
loss, manage risk or benefit from changes in the share price of any class or
series of the Corporation’s stock, or maintain, increase or decrease the voting
power of the shareholder, beneficial owner or Control Person with respect to
securities of the Corporation, and a representation that the shareholder will notify
the Corporation in writing within five (5) business days after the record date for
such meeting of any such agreement, arrangement or understanding in effect as
of the record date for the meeting.

In addition, a shareholder seeking to submit such business at an annual meeting shall

promptly provide any other information reasonably requested by the Corporation.

3. Notwithstanding the foregoing provisions of this Section 7(A), a shareholder who seeks to have
any proposal included in the Corporation's proxy materials must provide notice as required by
and otherwise comply with the applicable requirements of the rules and regulations under the
Exchange Act.

(B) General.

1. The chairman of an annual or special meeting of shareholders shall have the power to determine
all matters relating to the conduct of the meeting. Except as otherwise required by law or these
By-Laws, each of the Chairman of the Board of Directors, the Board of Directors or the chairman
of the meeting shall have the power to determine whether a nomination or any other item of
business has been properly brought before the meeting in accordance with these By-Laws. If any
proposed nomination or other business is not in compliance with these By-Laws, including this
Section 7, then, except as otherwise required by law, the chairman shall have the power to
declare that such proposed nomination or any other item of business has not been properly
brought before the meeting, and that such nomination shall be disregarded or that such other
business shall not be transacted at such meeting. Notwithstanding the foregoing provisions of
this Section 7, unless otherwise required by law, or otherwise determined by the Chairman of the
Board of Directors, the Board of Directors or the chairman of the meeting, if the shareholder does
not provide the information required under clauses (A)(2)(iii)(b) and (A)(2)(iv)(a)-(c) of this Section
7 to the Corporation within the time frames specified herein, or if the shareholder (or a Qualified

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Representative (as defined in Article I, Section 7(B)(2) below) of the shareholder) does not
appear at the annual or special meeting of shareholders of the Corporation to present a
nomination or other business, such nomination shall be disregarded and such other business
shall not be transacted, notwithstanding that proxies in respect of such vote may have been
received by the Corporation.

2. For purposes of this Section 7 and Article I, Section 8, to be considered a “Qualified

Representative” of a shareholder, a person must be a duly authorized officer, manager or partner
of such shareholder or authorized by a writing executed by such shareholder (or a reliable
reproduction or electronic transmission of the writing) delivered to the Corporation no later than
the Close of Business on the third business day prior to the making of such nomination or
proposal at such meeting by such shareholder stating that such person is authorized to act for
such shareholder as proxy at the meeting of shareholders. For purposes of this Section 7 and
Article I, Section 8 below, the “Close of Business” shall mean 5:00 p.m. local time at the principal
office of the Corporation on any calendar day, whether or not the day is a business day, and a
“Public Announcement” shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the U.S. Securities and Exchange Commission (“SEC”) pursuant to
Sections 13, 14 or 15(d) of the Exchange Act.

Section 8. Proxy Access for Director Nominations

(A ) Proxy Access.

1. Subject to the terms and conditions of these By-Laws, in connection with an annual meeting of
shareholders at which directors are to be elected, the Corporation will include in its proxy
statement and on its form of proxy the name of a nominee for election to the Board of Directors
submitted pursuant to this Section 8 (a “Shareholder Nominee”), and will include in its proxy
statement the “Required Information” (as defined below), if:

i. the Shareholder Nominee satisfies the eligibility requirements in this Section 8,

ii. the Shareholder Nominee is identified in a timely notice (the “Shareholder Notice”) that
satisfies this Section 8 and is delivered by a shareholder that qualifies as, or is acting on
behalf of, an Eligible Shareholder (as defined below),

iii. the Eligible Shareholder expressly elects at the time of the delivery of the Shareholder
Notice to have the Shareholder Nominee included in the Corporation’s proxy materials,
and

iv. the additional requirements of these By-Laws are met.

2. To qualify as an “Eligible Shareholder,” a shareholder or a group as described in this Section

8(A)(2) must:

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i. Own and have Owned (as defined below), continuously for at least three (3) years as of
the date of the Shareholder Notice, a number of shares (as adjusted to account for any
stock dividend, stock split, subdivision, combination, reclassification or recapitalization)
that represents at least three percent (3%) of the outstanding shares of the Corporation
that are entitled to vote for the election of all directors as of the date of the Shareholder
Notice (the “Required Shares”) and

ii. thereafter continue to Own the Required Shares through such annual meeting of
shareholders.

For purposes of satisfying the ownership requirements of this Section 8(A)(2), a group of no more
than twenty (20) shareholders and/or beneficial owners may aggregate the number of shares of
stock of the Corporation that each group member has Owned continuously for at least three (3)
years as of the date of the Shareholder Notice. No shares may be attributed to more than one
Eligible Shareholder, and no shareholder or beneficial owner, alone or together with any of its
affiliates, may individually or as a member of a group qualify as or constitute more than one
Eligible Shareholder under this Section 8. A group of any two (2) or more funds that are (a) under
common management and investment control, (b) under common management and funded
primarily by the same employer or (c) a “group of investment companies,” as such term is defined
in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated
as one shareholder or beneficial owner. Whenever an Eligible Shareholder consists of a group of
shareholders and/or beneficial owners, any and all requirements and obligations for an Eligible
Shareholder set forth in this Section 8 must be satisfied by and as to each such shareholder or
beneficial owner, except that shares may be aggregated as specified in this Section 8(A)(2) and
except as otherwise provided in this Section 8. For purposes of this Section 8, the term “affiliate”
or “affiliates” shall have the meanings ascribed thereto under the rules and regulations
promulgated under the Exchange Act.

3. For purposes of this Section 8:

i. A shareholder or beneficial owner shall be deemed to “Own” only those outstanding

shares of stock of the Corporation that are entitled to vote for the election of all directors
and as to which such person possesses both (a) the full voting and investment rights
pertaining to the shares and (b) the full economic interest in (including the opportunity for
profit and risk of loss on) such shares; provided that the number of shares calculated in
accordance with clauses (a) and (b) shall not include any shares (A) sold by such person
or any of its affiliates in any transaction that has not been settled or closed, (B) borrowed
by such person or any of its affiliates for any purposes or purchased by such person or
any of its affiliates pursuant to an agreement to resell or (C) subject to any option,
warrant, forward contract, swap, contract of sale, or other derivative or similar agreement
entered into by such person or any of its affiliates, whether any such instrument or
agreement is to be settled with shares or with cash based on the notional amount or
value of outstanding shares of stock of the Corporation, in any such case which
instrument or agreement has, or is intended to have, or if exercised would have, the
purpose or effect of (x) reducing in any manner, to any extent or at any time in the future,
such person’s or its affiliates’ full right to vote or direct the voting of any such shares,
and/or (y) hedging, offsetting, or altering to any degree any gain or loss arising from the

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full economic ownership of such shares by such person or its affiliate. The terms
“Owned,” “Owning” and other variations of the word “Own,” when used with respect to a
shareholder or beneficial owner, shall have correlative meanings.

ii. A shareholder or beneficial owner shall “Own” shares held in the name of a nominee or
other intermediary so long as the person retains the right to instruct how the shares are
voted with respect to the election of directors and the right to direct the disposition thereof
and possesses the full economic interest in the shares. The person’s Ownership of
shares shall be deemed to continue during any period in which the person has delegated
any voting power by means of a proxy, power of attorney, or other instrument or
arrangement that is revocable at any time by the shareholder.

iii. A shareholder or beneficial owner’s Ownership of shares shall be deemed to continue

during any period in which the person has loaned such shares provided that the person
has the power to recall such loaned shares on five (5) business days’ notice.

4. For purposes of this Section 8, the “Required Information” that the Corporation will include in its
proxy statement is:

i. the information set forth in the Schedule 14N provided with the Shareholder Notice
concerning each Shareholder Nominee and the Eligible Shareholder that is required to be
disclosed in the Corporation’s proxy statement by the applicable requirements of the
Exchange Act and the rules and regulations thereunder, and

ii. if the Eligible Shareholder so elects, a written statement of the Eligible Shareholder (or, in
the case of a group, a written statement of the group), not to exceed five hundred (500)
words, in support of such Shareholder Nominee(s), which must be provided at the same
time as the Shareholder Notice for inclusion in the Corporation’s proxy statement for the
annual meeting (the “Statement”).

Notwithstanding anything to the contrary contained in this Section 8, the Corporation may omit from
its proxy materials any information or Statement that it, in good faith, believes is untrue in any
material respect (or omits a material fact necessary in order to make the statements made, in light of
the circumstances under which they are made, not misleading) or would violate any applicable law,
rule, regulation or listing standard. Nothing in this Section 8 shall limit the Corporation’s ability to
solicit against and include in its proxy materials its own statements relating to any Eligible
Shareholder or Shareholder Nominee.

5. The Shareholder Notice shall set forth all information, representations and agreements required
under Article I, Section 7(A) above (and for such purposes, references in Article I, Section 7(A) to
the “beneficial owner” on whose behalf the nomination is made shall be deemed to refer to
“Eligible Shareholder”), and in addition such Shareholder Notice shall include:

i. a copy of the Schedule 14N that has been or concurrently is filed with the SEC under the
Exchange Act,

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ii. a statement of the Eligible Shareholder (and in the case of a group, the written
agreement of each shareholder or beneficial owner whose shares are aggregated for
purposes of constituting an Eligible Shareholder), which statement(s) shall also be
included in the Schedule 14N filed with the SEC: (a) setting forth and certifying to the
number of shares of stock of the Corporation the Eligible Shareholder Owns and has
Owned (as defined in Article I, Section 8(A)(3) of these By-Laws) continuously for at least
three (3) years as of the date of the Shareholder Notice and (b) agreeing to continue to
Own such shares through the annual meeting,

iii. the written agreement of the Eligible Shareholder (and in the case of a group, the written
agreement of each shareholder or beneficial owner whose shares are aggregated for
purposes of constituting an Eligible Shareholder) addressed to the Corporation, setting
forth the following additional agreements, representations, and warranties:

a. it will provide (A) within five (5) business days of the record date for the annual
meeting, both the information required under Article I, Section 7(A)(2)(iii)-(iv) and
notification in writing verifying the Eligible Shareholder’s continuous Ownership of
the Required Shares, in each case, as of the record date and (B) immediate
notice to the Corporation if the Eligible Shareholder ceases to own any of the
Required Shares prior to the annual meeting of shareholders,

b. it (A) acquired the Required Shares in the ordinary course of business and not
with the intent to change or influence control at the Corporation, and does not
presently have any such intent, (B) has not nominated and will not nominate for
election to the Board of Directors at the annual meeting any person other than
the Shareholder Nominee(s) being nominated pursuant to this Section 8, (C) has
not engaged and will not engage in, and has not been and will not be a
participant (as defined in Item 4 of Exchange Act Schedule 14A) in, a solicitation
within the meaning of Exchange Act Rule 14a-1(l) in support of the election of
any individual as a director at the annual meeting other than its Shareholder
Nominee or a nominee of the Board, and (D) will not distribute to any shareholder
any form of proxy for the annual meeting other than the form distributed by the
Corporation, and
c. it will (A) assume all liability stemming from any legal or regulatory violation
arising out of the Eligible Shareholder’s communications with the shareholders of
the Corporation or out of the information that the Eligible Shareholder provided to
the Corporation, (B) indemnify and hold harmless the Corporation and each of its
directors, officers and employees individually against any liability, loss or
damages in connection with any threatened or pending action, suit or
proceeding, whether legal, administrative or investigative, against the
Corporation or any of its directors, officers or employees arising out of any
nomination submitted by the Eligible Shareholder pursuant to this Section 8, (C)
comply with all laws, rules, regulations and listing standards applicable to any
solicitation in connection with the annual meeting, (D) file all materials described
below in Article I, Section 8(A)(7)(iii) with the SEC, regardless of whether any
such filing is required under Exchange Act Regulation 14A, or whether any

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exemption from filing is available for such materials under Exchange Act
Regulation 14A, and (E) at the request of the Corporation, promptly, but in any
event within five (5) business days after such request, provide to the Corporation
prior to the day of the annual meeting such additional information as reasonably
requested by the Corporation, and

i v. in the case of a nomination by a group, the designation by all group members of one
group member that is authorized to act on behalf of all members of the group with respect
to the nomination and matters related thereto, including withdrawal of the nomination.

6. To be timely under this Section 8, the Shareholder Notice must be delivered by a shareholder to
the Secretary of the Corporation at the principal office of the Corporation not later than the Close
of Business (as defined in Article I, Section 7(B)(2) above) on the 120th calendar day nor earlier
than the Close of Business on the 150th calendar day before the date of the Corporation’s proxy
statement’s release to shareholders in connection with the prior year’s annual meeting. However,
if no annual meeting was held in the prior year, or if the date of the applicable annual meeting has
been changed by more than 30 calendar days from the date contemplated at the time of the prior
year’s proxy statement, to be timely, the Shareholder Notice must be received by the Secretary
not earlier than the Close of Business on the 90th calendar day before the date the Corporation
commences mailing of its proxy materials in connection with the applicable annual meeting and
not later than the Close of Business on the later of the 60th calendar day before the date the
Corporation commences mailing of its proxy materials in connection with the applicable annual
meeting or the 10th calendar day following the day on which Public Announcement (as defined in
Article I, Section 7(B)(2) above) of the date of such meeting is first made by the Corporation. In
no event shall an adjournment or recess of an annual meeting, or a postponement of an annual
meeting for which notice has been given or with respect to which there has been a Public
Announcement of the date of the meeting, commence a new time period (or extend any time
period) for the giving of the Shareholder Notice as described above.

7. An Eligible Shareholder must:

i. within five (5) business days after the date of the Shareholder Notice, provide to the
Corporation one or more written statements from the record holder(s) of the Required
Shares and from each intermediary through which the Required Shares are or have been
held, in each case during the requisite three-year holding period, specifying the number
of shares that the Eligible Shareholder Owns, and has Owned continuously in compliance
with this Section 8,

ii. include in the Schedule 14N filed with the SEC a statement by the Eligible Shareholder
(and in the case of a group, by each shareholder or beneficial owner whose shares are
aggregated for purposes of constituting an Eligible Shareholder) certifying (a) the number
of shares of stock of the Corporation that it Owns and has Owned continuously for at
least three (3) years as of the date of the Shareholder Notice, and (b) that it Owns and
has Owned such shares within the meaning of Article I, Section 8(A)(3),

iii. file with the SEC any solicitation or other communication by or on behalf of the Eligible
Shareholder relating to the Corporation’s annual meeting of shareholders, one or more of

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the Corporation’s directors or director nominees or any Shareholder Nominee, regardless

of whether any such filing is required under Exchange Act Regulation 14A or whether any
exemption from filing is available for such solicitation or other communication under
Exchange Act Regulation 14A, and

i v. in the case of any group, within five (5) business days after the date of the Shareholder
Notice, provide to the Corporation documentation reasonably satisfactory to the
Corporation demonstrating that the number of shareholders and/or beneficial owners
within such group does not exceed twenty (20), including whether a group of funds
qualifies as one shareholder or beneficial owner within the meaning of Article I, Section
8(A)(2).

The information provided pursuant to this Section 8(A)(7) shall be deemed part of the
Shareholder Notice for purposes of this Section 8.

8. Within the time period for delivery of the Shareholder Notice, a written representation and
agreement of each Shareholder Nominee shall be delivered to the Secretary of the Corporation at
the principal office of the Corporation, which shall be signed by each Shareholder Nominee
representing, agreeing and consenting to (i) the representations, requirements and agreements
set forth in Article II, Section 10 of these By-Laws and (ii) being named in the Corporation's proxy
statement and form of proxy as a nominee and serving as a director if elected. At the request of
the Corporation, the Shareholder Nominee must promptly, but in any event within ten (10)
business days after such request, submit all completed and signed questionnaires required of the
Corporation’s directors and provide to the Corporation such other information as it may
reasonably request. The Corporation may request such additional information as necessary to
permit the Board of Directors to determine if each Shareholder Nominee satisfies the
requirements of this Section 8.

9. In the event that any information or communications provided by the Eligible Shareholder or any
Shareholder Nominees to the Corporation or its shareholders is not, when provided, or thereafter
ceases to be, true, correct and complete in all material respects (including omitting a material fact
necessary to make the statements made, in light of the circumstances under which they were
made, not misleading), such Eligible Shareholder or Shareholder Nominee, as the case may be,
shall promptly notify the Secretary and provide the information that is required to make such
information or communication true, correct, complete and not misleading; it being understood that
providing any such notification shall not be deemed to cure any defect or limit the Corporation’s
right to omit a Shareholder Nominee from its proxy materials as provided in this Section 8.

10. Notwithstanding anything to the contrary contained in this Section 8, the Corporation may omit
from its proxy materials any Shareholder Nominee, and such nomination shall be disregarded
and no vote on such Shareholder Nominee will occur, notwithstanding that proxies in respect of
such vote may have been received by the Corporation, if:

i. the Eligible Shareholder or Shareholder Nominee breaches any of its respective

agreements, representations, or warranties set forth in the Shareholder Notice (or
otherwise submitted pursuant to this Section 8), any of the information in the Shareholder
Notice (or otherwise submitted pursuant to this Section 8) was not, when provided, true,

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correct and complete, or the requirements of this Section 8 have otherwise not been met,

ii. the Shareholder Nominee (a) is not independent under any applicable listing standards,
any applicable rules of the SEC, and any publicly disclosed standards used by the Board
of Directors in determining and disclosing the independence of the Corporation’s
directors, (b) is or has been, within the past three (3) years, an officer or director of a
competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended, (c)
is a named subject of a pending criminal proceeding (excluding traffic violations and other
minor offenses) or has been convicted in a criminal proceeding (excluding traffic
violations and other minor offenses) within the past ten (10) years or (d) is subject to any
order of the type specified in Rule 506(d) of Regulation D promulgated under the
Securities Act of 1933, as amended,

iii. the Corporation has received a notice (whether or not subsequently withdrawn) that a
shareholder intends to nominate any candidate for election to the Board of Directors
pursuant to the advance notice requirements for shareholder nominees for director set
forth in Article I, Section 7 of these By-Laws,

iv. the election of the Shareholder Nominee to the Board of Directors would cause the
Corporation to violate the Certificate of Incorporation of the Corporation, these By-Laws,
or any applicable law, rule, regulation or listing standard, or

v. the Eligible Shareholder or applicable Shareholder Nominee fails to comply with its
obligations pursuant to these By-Laws, including, but not limited to, its obligations under
this Section 8.

11. The maximum number of Shareholder Nominees submitted by all Eligible Shareholders that may
be included in the Corporation’s proxy materials pursuant to this Section 8 shall not exceed
twenty percent (20%) of the number of directors in office as of the last day on which a
Shareholder Notice may be delivered pursuant to this Section 8 with respect to the annual
meeting, or if such amount is not a whole number, the closest whole number (rounding down)
below twenty percent (20%) (such resulting number, the “Permitted Number”); provided, however,
that the Permitted Number shall be at least two (2) if the size of the Board is less than ten (10)
directors as of the last day on which a Shareholder Notice may be delivered pursuant to this
Section 8 with respect to the annual meeting; and provided further that the Permitted Number
shall be reduced by (i) any Shareholder Nominee whose name was submitted for inclusion in the
Corporation’s proxy materials pursuant to this Section 8 but whom the Board of Directors decides
to nominate as a Board nominee and (ii) any nominees who were previously elected to the Board
of Directors as Shareholder Nominees at any of the preceding two (2) annual meetings and who
are nominated for election at such annual meeting by the Board of Directors as a Board nominee.
In the event that one or more vacancies for any reason occurs after the date of the Shareholder
Notice but before the annual meeting and the Board of Directors resolves to reduce the size of
the Board in connection therewith, the Permitted Number shall be calculated based on the
number of directors in office as so reduced. In the event that the number of Shareholder
Nominees submitted by Eligible Shareholders pursuant to this Section 8 exceeds the Permitted
Number, the Corporation shall determine which Shareholder Nominees shall be included in the

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Corporation’s proxy materials in accordance with the following provisions: each Eligible
Shareholder will select one Shareholder Nominee for inclusion in the Corporation’s proxy
materials until the Permitted Number is reached, going in order of the amount (largest to smallest)
of shares of the Corporation each Eligible Shareholder disclosed as Owned in its respective
Shareholder Notice submitted to the Corporation. If the Permitted Number is not reached after
each Eligible Shareholder has selected one Shareholder Nominee, this selection process will
continue as many times as necessary, following the same order each time, until the Permitted
Number is reached. Following such determination, if any Shareholder Nominee who satisfies the
eligibility requirements in this Section 8 thereafter is nominated by the Board, thereafter is not
included in the Corporation’s proxy materials or thereafter is not submitted for director election for
any reason (including the Eligible Shareholder’s or Shareholder Nominee’s failure to comply with
this Section 8), no other nominee or nominees shall be included in the Corporation’s proxy
materials or otherwise submitted for election as a director at the applicable annual meeting in
substitution for such Shareholder Nominee.

12. Any (i) Shareholder Nominee who is included in the Corporation’s proxy materials for a particular
annual meeting of shareholders but withdraws from or becomes ineligible or unavailable for
election at the annual meeting for any reason, including for the failure to comply with any
provision of these By-Laws (provided that in no event shall any such withdrawal, ineligibility or
unavailability commence a new time period (or extend any time period) for the giving of a
Shareholder Notice) or (ii) Shareholder Nominee who is included in the Corporation’s proxy
materials for two (2) consecutive annual meetings of shareholders and at the second such
meeting does not receive a number of votes cast in favor of his or her election at least equal to
twenty percent (20%) of the shares present in person or represented by proxy and entitled to vote
for the election of all directors, will be ineligible to be a Shareholder Nominee pursuant to this
Section 8 for the next two (2) annual meetings.

(B ) General.

The Board of Directors (and any other person or body authorized by the Board) shall have the power and
authority to interpret this Section 8 and to make any and all determinations necessary or advisable to apply
this Section 8 to any persons, facts or circumstances, in each case, acting in good faith. Notwithstanding the
foregoing provisions of this Section 8, unless otherwise required by law or otherwise determined by the
chairman of the meeting or the Board, if the shareholder (or a Qualified Representative of the shareholder)
does not appear at the annual meeting of shareholders of the Corporation to present its Shareholder Nominee
or Shareholder Nominees, such nomination or nominations shall be disregarded, notwithstanding that proxies
in respect of the election of the Shareholder Nominee or Shareholder Nominees may have been received by
the Corporation. This Section 8 shall be the exclusive method for shareholders to include nominees for
director election in the Corporation’s proxy materials.

ARTICLE II
BOARD OF DIRECTORS

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Section 1. Number of Members and Qualification

The number of directors of the Corporation shall be not less than nine (9) nor more than eighteen (18) as
determined by the Board of Directors from time to time.

Section 2. Term of Office

Each director shall hold office for one (1) year and until his or her successor, if any, is duly elected and
qualified, provided, however, that any director may be removed from office at any time by a majority vote of
the shareholders entitled to vote.

Section 3. Annual Meeting

The Board of Directors shall hold an annual meeting for the purpose of electing officers and transacting all
other business properly brought before it.

Section 4. Regular Meetings

Regular meetings of the Board of Directors shall be held at such places, either within or without the State of
New Jersey, and on such business days and at such times as the Board may from time to time determine.

Section 5. Special Meetings

Special meetings of the Board of Directors may be held at any time and place whenever called by the
Chairman of the Board of Directors, by a Vice Chairman of the Board of Directors, by the Chairman of the
Executive Committee, by a Vice Chairman of the Executive Committee, by the President, by a Vice
President, by the Secretary, or by a majority of the directors.

Section 6. Notices of Meetings

(A) Notice Required.
If so determined by a majority of the Board of Directors, no advance notice need be given; in the absence
of such determination then, at least two (2) days prior to the date designated for the holding of any regular
or special meeting of the Board, notice of the time, and place, and purpose of such meeting shall be
served in person, by mail or other notice in writing, or by telephone or electronic transmission, upon each
member of the Board.

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(B) Waiver of Notice.

Notice of the time, place, and purpose of any meeting of the Board of Directors may be waived, before or
after any meeting, by instrument in writing or by electronic transmission.

Section 7. Quorum and Participation

(A) Quorum.
A majority of the Board of Directors shall constitute a quorum for all purposes and at all meetings.

(B) Participation.
Any or all directors may participate in a meeting of the Board of Directors by means of conference
telephone or any means of communications by which all persons participating in the meeting are able to
hear each other.

Section 8. Manner of Acting

The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of
the Board of Directors.

Section 9. Action without a Meeting

Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of
Directors may be taken without a meeting if, prior to or subsequent to such action, all members of the Board
of Directors consent thereto in writing and such written consents are filed with the minutes of the proceedings
of the Board of Directors.

Section 10. Certain Requirements

Unless otherwise required by law, (A) no director nominee (including, without limitation, a Shareholder
Nominee (as defined in Article I, Section 8(A)(1) above)) or director (including, without limitation, a
Shareholder Nominee, if elected) is or shall become a party to any agreement, arrangement, or
understanding with, and has not given any commitment or assurance to, any person or entity as to how he or
she will act or vote on any issue or question, (B)(1) no director nominee (including, without limitation, a
Shareholder Nominee) is or shall become a party to any agreement, arrangement, or understanding with any
person or entity with respect to any direct or indirect compensation, reimbursement, or indemnification in
connection with service or action as a director nominee (including, without limitation, a Shareholder Nominee)
that has not been disclosed to the Corporation, and (2) no director (including, without limitation, a Shareholder
Nominee, if elected) is or shall become a party to any agreement, arrangement, or understanding with any
person other than the Corporation with respect to any direct or indirect compensation, reimbursement, or
indemnification in connection with service or action as a director, and (C) each director (including, without
limitation, a Shareholder Nominee, if elected) (1) shall comply with all of the Corporation’s corporate

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governance, conflict of interest, confidentiality, stock ownership and trading policies and guidelines, and any
other Corporation’s policies and guidelines applicable to directors, and (2) unless otherwise required by law or
consented to by the Company in writing, (i) shall keep strictly confidential to his or her person all Board
materials, business and information, to which he or she might become privy by virtue of his or her
membership or service on the Board of Directors, at all times and (ii) is prohibited from sharing any such
Board materials, business or information with any and all third parties, including his or her staff, assistants,
attorneys, counsel, consultants, or other advisors or agents.

ARTICLE III
POWERS OF BOARD OF DIRECTORS

Section 1. General Powers

The business, property, and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors. In the management and control of the property, business, and affairs of the Corporation,
the Board is hereby vested with all powers possessed by the Corporation itself insofar as this delegation of
authority is not inconsistent with or repugnant to the laws of the State of New Jersey, the Corporation's
Certificate of Incorporation, or these By-Laws or any amendments of them. The Board shall have
discretionary power to determine what constitutes net earnings, profits, and surplus, what amount shall be
reserved for working capital and for any other purposes, and what amount shall be declared as dividends.
Such determinations by the Board shall be final and conclusive.

Section 2. Specific Powers

(A) Power to Make and Amend By-Laws.
Subject to the limitations contained in Article XI hereof, the Board of Directors shall have power to make,
alter, amend, and repeal any By-Law, including a By-Law designating the number of directors, provided
that the Board shall not make, alter, amend, or repeal any By-Law designating the qualification or term of
office of any member or members of the then existing Board.

(B) Power to Elect Officers.

The Board of Directors shall elect all officers of the Corporation.

(C) Power to Remove Officers.

Any officer or divisional officer, any agent of the Board of Directors, or any member of any committee or of
any Management Board may be removed by the Board of Directors with or without cause, whenever in its
sole judgment the interests of the Corporation will be served by such removal.

(D) Power to Fill Vacancies.

Vacancies in the Board of Directors, however created, shall be filled by appointment made by a majority

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of the remaining directors. The Board shall have power to fill any vacancy in any office.

(E) Power to Fix Record Date.

The Board of Directors may fix in advance a date as the record date for determining the Corporation's
shareholders with regard to any corporate action or event and, in particular, for determining the
shareholders entitled to receive payment of any dividend or allotment of any right. The record date may in
no case be more than sixty (60) days prior to the corporate action or event to which it relates.

Section 3. Committees and Delegation of Power

(A) Committees of the Board. The Board of Directors may appoint, from among its members, from time to
time one or more committees, each committee to have such name or names and to have such powers
and duties as may be determined from time to time by the Board. All committees shall report to the Board.
The Board shall have the power to fill vacancies in, to change the membership of, or to dissolve any
committee. Each committee may hold meetings and make rules for the conduct of its business and
appoint such sub-committees and assistants as it shall from time to time deem necessary. A majority of
the members of a committee shall constitute a quorum for all purposes and at all meetings.

(B) Finance Committee.

The Finance Committee, if one shall be appointed, shall consist of two (2) or more of the directors of the
Corporation and shall have and may exercise all of the powers of the Board insofar as may be permitted
by law, the Corporation's Certificate of Incorporation or these By-Laws, or any amendments of them, in
the management of the business, affairs and property of the Corporation during the intervals between the
meetings of the Board. The Finance Committee, however, shall not have the power to make, alter or
repeal any By-Law of the Corporation; elect or appoint any director, or remove any officer or director;
change the membership of, or fill vacancies in, the Finance Committee; submit to shareholders any action
that requires shareholders' approval; nor amend or repeal any resolution theretofore adopted by the
Board which by its terms is amendable or repealable only by the Board.

(C) Emergency Management Committee.

If, as a result of a physical disaster, war, nuclear attack, or other emergency conditions, a quorum of the
Board of Directors cannot be convened to act, an Emergency Management Committee, consisting of all
readily available members of the Board of Directors, shall automatically be formed. In such case, two (2)
members shall constitute a quorum. If, as a result of such circumstances, a quorum of the Board of
Directors cannot readily be convened to act, but a quorum of the Finance Committee can be so
convened, the Finance Committee shall automatically become the Emergency Management Committee.
All of the powers and duties vested in the Board of Directors, except the power to fill vacancies in the
Board of Directors, shall vest automatically in the Emergency Management Committee. Other provisions
of these By-Laws notwithstanding, the Emergency Management Committee (1) shall call a meeting of the
Board of Directors as soon as circumstances permit for the purpose of filling vacancies on the Board of
Directors and its committees and to take such other action as may be appropriate, and (2) if the
Emergency Management Committee determines that less than a majority of the members of the Board of

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Directors are available for service, the Committee shall issue a call for a special meeting of shareholders
to be held at the earliest date practicable for the election of directors.
(D) Delegation of Duties.
The Board of Directors may delegate from time to time to an officer or a committee of officers and/or
directors any duties that are authorized or required to be executed during the intervals between meetings
of the Board, and such officer or committee shall report to the Board when and as required by the Board.
Each committee so established by the Board may hold meetings and make rules for the conduct of its
business and appoint such sub-committees and assistants as it shall from time to time deem necessary.
A majority of the members of such a committee shall constitute a quorum for all purposes and at all
meetings.

(E) Executive Committee.

The Executive Committee, if one shall be appointed, shall be the management committee of the
Corporation. Its members shall be elected by the Board of Directors and thereby become officers of the
Corporation. The Executive Committee shall not be a committee of the Board. The Executive Committee
shall be responsible for the operation of the business of the Corporation on a day-to-day basis and for
establishing and executing operating practices and policies of the Corporation. It shall also perform such
other duties as the Board shall designate from time to time.

Section 4. Designation of Depositories

The Board of Directors shall designate or shall delegate to the Treasurer, or such other officer as it deems
advisable, the responsibility to designate the trust company or trust companies, or the bank or banks, in which
shall be deposited the moneys and securities of the Corporation.

Section 5. Power to Establish Divisions

The Board of Directors may establish administrative or operating divisions of the Corporation. Each such
division may have a Management Board, the Chairman of which shall be appointed by the Chairman of the
Board of Directors. The Chairman of the Management Board of a division shall appoint the other members of
its Management Board and that Board may in turn appoint a President, one or more Vice Presidents, a
Treasurer and such other division officers as it may determine to be necessary or desirable. The
Management Board and the officers of the division shall perform the same duties and, except for the power to
designate depositories, shall have the same powers as to their division as pertain, respectively, to a board of
directors and officers of a corporation. The powers granted in the preceding sentence include, without
limitation, the power to execute and deliver on behalf of the Corporation contracts, conveyances and other
instruments. Such power and any other power granted in this Section shall at all times be subject to the right
of the Board of Directors to act or direct action in the premises.

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ARTICLE IV
OFFICERS

Section l. Enumeration of Officers.

The officers of the Corporation shall be a Chairman of the Board of Directors, a Chairman of the Executive
Committee, a President, a Treasurer, and a Secretary. The officers of the Corporation may include one or
more Vice Chairmen of the Board of Directors, one or more Vice Chairmen of the Executive Committee, one
or more Executive Committee members, one or more Vice Presidents, one or more Assistant Treasurers, one
or more Assistant Secretaries, and such other officers as from time to time shall be designated and elected by
the Board of Directors.

Section 2. Election and Removal of Officers

All officers of the Corporation shall be elected at the first meeting of the Board of Directors after the annual
election of directors, and shall hold office for one (1) year and until their respective successors, if any, shall
have been duly elected and qualified, provided, however, that all officers, agents, and employees of the
Corporation shall be subject to removal at any time, with or without cause, by the affirmative vote of a majority
of the Board. At its discretion, the Board may leave unfilled, for such period as it may deem proper, any office
except that of President, Treasurer, and Secretary. Failure to elect any such officer shall be considered an
exercise of this discretionary power.

Section 3. Eligibility of Officers

The Chairman of the Board, the Vice Chairmen of the Board and the President shall be chosen from the
members of the Board of Directors. No other person need be a director or a shareholder in order to qualify for
office. The same person may hold, at the same time, one or more offices.

Section 4. Duties of Officers

(A) Chairman of the Board of Directors.
The Chairman of the Board of Directors shall preside at all meetings of shareholders and directors. When
presiding at such meetings of shareholders and directors, the Chairman of the Board shall establish and
apply such rules of order as may be advisable in his or her discretion. Except where by law the signature
of the President is required, the Chairman of the Board shall possess the same power as the President to
sign all certificates, contracts and other instruments of the Corporation authorized by the Board of
Directors. He or she shall have all powers and shall perform all duties commonly incident to and vested
in the office of Chairman of the Board of a corporation. He or she shall also perform such other duties as
the Board shall designate from time to time.

(B) Vice Chairman of the Board of Directors.

A Vice Chairman of the Board of Directors shall perform the duties and have the powers of the Chairman

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during the absence or disability of the Chairman, and shall also perform such other duties as the Board
shall designate from time to time.

(C) Chairman of the Executive Committee.

The Chairman of the Executive Committee shall be the Chief Executive Officer of the Corporation and
shall preside at all meetings of the Executive Committee. During the absence or disability of the
Chairman of the Board and the Vice Chairman of the Board, he or she shall perform the duties and have
the powers of the Chairman of the Board, and shall also perform such other duties as the Board shall
designate from time to time.

(D) Vice Chairman of the Executive Committee.

A Vice Chairman of the Executive Committee shall perform the duties and have the powers of the
Chairman of the Executive Committee during the absence or disability of the Chairman of the Executive
Committee, and shall also perform such other duties as the Board shall designate from time to time.

(E) Executive Committee Member.

In addition to the powers and duties incident to his or her membership on the Executive Committee, an
Executive Committee Member, in his or her individual capacity, shall have all powers and shall perform all
duties commonly incident to and vested in an executive officer of a corporation. He or she shall also
perform such other duties as the Board shall designate from time to time.

(F) President.
The President shall have general charge and supervision of the operations of the Corporation itself, and
shall have all powers and shall perform all duties commonly incident to and vested in the office of
President of a corporation. He or she shall also perform such other duties as the Board shall designate
from time to time.

(G) Vice President.

A Vice President shall perform such duties and have such powers as the Board of Directors, the
Chairman of the Board, a Vice Chairman of the Board, or the President shall designate from time to time.

(H) Treasurer.
The Treasurer shall have the care and custody of the funds of the Corporation, and shall have and
exercise, under the supervision of the Board of Directors, all powers and duties commonly incident to the
office of Treasurer. He or she shall deposit all funds of the Corporation in such trust company or trust
companies, or bank or banks, as the Board, the Treasurer, or any other officer to whom the Board shall
have delegated the authority, shall designate from time to time. He or she shall endorse for deposit or
collection all checks, notes, and drafts payable to the Corporation or to its order, and make drafts on
behalf of the Corporation. He or she shall keep accurate books of accounts of the Corporation's
transactions, which books shall be the property of the Corporation, and, together with all its property in his
or her possession, shall be subject at all times to the inspection and control of the Board. He or she shall
have all powers and shall perform all duties commonly incident to and vested in the office of Treasurer of
a corporation. He or she shall also have such other duties as the Board may designate from time to time.

(I) Assistant Treasurer.

An Assistant Treasurer shall perform the duties and have the powers of the Treasurer during the absence

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or disability of the Treasurer, and shall perform such other duties and have such other powers as the
Board of Directors or Treasurer shall designate from time to time.

(J) Secretary.
The Secretary shall attend all meetings of the shareholders, and of the Board of Directors, and shall keep
and preserve in books of the Corporation true minutes of the proceedings of all such meetings. He or she
shall have the custody of all valuable papers and documents of the Corporation, and shall keep the
Corporation's share books, share ledgers, and share transfer books, and shall prepare, issue, record,
transfer, and cancel certificates of shares as required by the proper transactions of the Corporation and
its shareholders unless these functions be performed by a duly appointed and authorized transfer agent
or registrar other than this Corporation. He or she shall keep in his or her custody the seal of the
Corporation, and shall have authority to affix same to all instruments where its use is required. He or she
shall give all notices required by statute, by the Certificate of Incorporation, or by the By-Laws. He or she
shall have all powers and shall perform all duties commonly incident to and vested in the office of
Secretary of a corporation. He or she shall also perform such other duties as the Board shall designate
from time to time.

(K) Assistant Secretary.

An Assistant Secretary shall perform the duties and have the powers of the Secretary during the absence
or disability of the Secretary, and shall perform such other duties and have such other powers as the
Board of Directors or Secretary shall designate from time to time.

ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the full extent permitted by the laws of the State of New Jersey, as they exist on the date hereof or as they
may hereafter be amended, the Corporation shall indemnify any person (an "Indemnitee") who was or is
involved in any manner (including, without limitation, as a party or witness) in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative, arbitrative,
legislative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgement in its favor) (a "Proceeding"), or who is threatened with being so involved,
by reason of the fact that he or she is or was a director or officer of the Corporation or, while serving as a
director or officer of the Corporation, is or was at the request of the Corporation also serving as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan), against all expenses (including attorneys' fees),
judgements, fines, penalties, excise taxes and amounts paid in settlement actually and reasonably incurred
by the Indemnitee in connection with such Proceeding, provided that, there shall be no indemnification
hereunder with respect to any settlement or other nonadjudicated disposition of any threatened or pending
Proceeding unless the Corporation has given its prior consent to such settlement or disposition. The right of
indemnification created by this Article shall be a contract right enforceable by an Indemnitee against the
Corporation, and it shall not be exclusive of any other rights to which an Indemnitee may otherwise be
entitled. The provisions of this Article shall inure to the benefit of the heirs and legal representatives of an
Indemnitee and shall be applicable to Proceedings commenced or continuing after the adoption of this Article,

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whether arising from acts or omissions occurring before or after such adoption. No amendment, alteration,
change, addition or repeal of or to these By-Laws shall deprive any Indemnitee of any rights under this Article
with respect to any act or omission of such Indemnitee occurring prior to such amendment, alteration, change,
addition or repeal.

ARTICLE VI
SHARES

Section 1. Share Ownership

The shares of the Corporation shall be either represented by certificates or uncertificated. Each holder of
shares of the Corporation shall, upon request to the Corporation, be provided with a share certificate signed
by the President or a Vice President, and also by the Treasurer or an Assistant Treasurer, or by the Secretary
or an Assistant Secretary. Any or all signatures upon a certificate may be facsimiles. The certificates of
shares shall be in such form as shall be prescribed by the Board of Directors.

Section 2. Loss of Share Certificate

In the case of loss, mutilation, or destruction of an issued and outstanding certificate of shares, a duplicate
certificate may be issued upon such terms as the Board of Directors may prescribe.

Section 3. Transfer of Shares

Shares of the Corporation shall be transferred on the books of the Corporation only (1) upon presentation and
surrender of the appropriate certificate by the registered holder of such shares in person or by his or her duly
authorized attorney or by a person presenting proper evidence of succession, assignment or authority to
transfer such shares and, in any of such cases, cancellation of a certificate or of certificates for an equivalent
number of shares or (2) in the case of uncertificated shares upon receipt of proper transfer instructions from
the registered holder of such shares or from a duly authorized attorney or upon presentation of proper
evidence of succession, assignment or authority to transfer such shares.

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ARTICLE VII
EXECUTIVE INSTRUMENTS

Section 1. Checks and Drafts

All checks, drafts, and orders for payment of moneys shall be signed in the name of the Corporation or one of
its divisions, and in its behalf, by such officers or agents as the Board of Directors shall designate from time to
time.

Section 2. Contracts and Conveyances

Any contract, conveyance, or other instrument may be executed by the Chairman of the Board of Directors, a
Vice Chairman of the Board of Directors, any member of the Executive Committee, the President, a Vice
President, the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant Secretary in the name and on
behalf of the Corporation, and the Secretary or an Assistant Secretary may affix the Corporate Seal thereto.

Section 3. In General
The Board of Directors shall have power to designate officers and agents who shall have authority to execute
any instrument on behalf of the Corporation.

ARTICLE VIII
VOTING UPON SHARES HELD BY THE CORPORATION

Unless otherwise ordered by the Board of Directors, the Chairman of the Board of Directors, a Vice Chairman
of the Board of Directors, the Chairman of the Executive Committee, a Vice Chairman of the Executive
Committee, any member of the Executive Committee, the President, any Vice President, or the Treasurer
shall have full power and authority on behalf of the Corporation to attend, to act at, and to vote at any meeting
of shareholders of any corporation in which this Corporation may hold shares, and at any such meeting shall
possess, and may exercise all rights and powers incident to the ownership of such shares which any owner
thereof might possess and exercise if present. Such officers may also, on behalf of the Corporation, appoint
attorneys and agents as the Corporation's proxy to exercise any of the foregoing powers. The Board, by
resolution, from time to time, may confer like powers upon any other person or persons.

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ARTICLE IX
SEAL OF THE CORPORATION
The seal of the Corporation shall consist of a flat-faced circular die bearing the words and figures "Johnson &
Johnson, Seal 1887".

ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall end on the Sunday closest to the end of the calendar month of
December and shall begin on the Monday following that Sunday.

ARTICLE XI
AMENDMENT OF BY-LAWS
These By-Laws may be amended, altered, changed, added to, or repealed at any annual meeting of the
shareholders, or at any special meeting of the shareholders, or by the Board of Directors at any regular or
special meeting of the Board, if notice of the proposed amendment, alteration, change, addition, or repeal be
contained in the notice of such meeting, provided, however, that action taken by the shareholders intended to
supersede action taken by the Board in making, amending, altering, changing, adding to, or repealing any By-
Laws, shall supersede prior action of the Board and shall deprive the Board of further jurisdiction in the
premises to the extent indicated in the statement, if any, of the shareholders accompanying such action of the
shareholders.

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