Exhibit 10.4 (d)


                            AMENDMENT NUMBER THREE
                                    to the
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                      for
                            MALLINCKRODT GROUP INC.


     The Supplemental Executive Retirement Plan for Mallinckrodt Group Inc. (the
"Plan"), is hereby amended, effective as of June 15, 2000, as set forth below.

     Capitalized terms used herein without definition shall have the respective
meanings set forth in the Plan.

     1.   Section 6.11.
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     (a)  The definition of "Good Reason" set forth in Section 6.11(a)(ii) of
the Plan is amended by deleting the last sentence thereof which currently reads
"The Participant must notify the Company of an event constituting Good Reason
within ninety (90) days following his knowledge of its existence or such event
shall not constitute Good Reason under the Plan."

     (b)  The definition of "Cause" set forth in Section 6.11(a)(iii) of the
Plan is amended to include the phrase "which remains uncured for a period of ten
(10) days" immediately following the parenthetical "(other than any failure due
to physical or mental incapacity)".

     2.   The validity, interpretation, and enforcement of this amendment shall
be governed by the law of the State of New York.  The invalidity or
unenforceabililty of any provision of this amendment shall not affect the
validity or enforceabililty of any other provision of this amendment or of the
Plan, as amended hereby, which other provisions shall remain in full force and
effect.