<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10f.txt
<DESCRIPTION>EXHIBIT 10(F)
<TEXT>


<PAGE>


                          BECTON, DICKINSON AND COMPANY

                          1996 DIRECTORS' DEFERRAL PLAN

                         Adopted As Of November 1, 1996
                       And Amended As of November 24, 2003




<PAGE>


                                    ARTICLE I

                                   Definitions

1.1       "Accrued Pension" means the U.S. dollar amount of the
          actuarially-determined present value of the accrued and unpaid past
          service pension benefits under the Directors' Nonqualified Pension
          Arrangements of a Director acting as such at and as of June 30, 1996,
          as calculated by Kwasha Lipton as of the Termination Date, taking into
          account the Director's age and years and months of past service and
          such other assumptions as shall be reasonable and uniformly applied to
          all Directors.

1.2       "Additional Deferral Election" means the election by a participant
          under Section 3.6(b) to further defer the date payment otherwise would
          be made (or begin to be made) from a participant's Deferred Account.

1.3       "Annual Share Amount" means the number of shares of Common Stock
          (which is set as of the date hereof at 400 shares) that the Board,
          from time to time, may agree to credit to Deferred Stock Accounts as
          compensation to continuing Directors.

1.4       "Board" means the Board of Directors of the Company.

1.5       "Change-of-Form Election" means the election by a participant under
          Section 3.6(a) to change the form of distribution from any of his or
          her Deferred Accounts.

1.6       "Code" means the Internal Revenue Code of 1986, as amended, or any
          successor statute.

1.7       "Committee" means the Committee on Directors of the Board, or such
          other committee as may be designated by the Board to be responsible
          for administering the Plan.

1.8       "Common Stock" means the common stock ($1.00 par value) of the
          Company, including any shares into which it may be split, subdivided
          or combined.

1.9       "Company" means Becton, Dickinson and Company, and any successor
          thereto.


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1.10      "Conversion Election" means the election by a participant under
          Section 3.5(a) to convert some or all of his or her Deferred Retainer
          Account balance, Deferred Fees Account balance and/or Deferred
          Dividends Account balance from a cash balance into a Deferred Stock
          Account balance.

1.11      "Deferral Election" means a Deferred Pension Election, Restricted
          Stock Election, Deferred Dividends Election, Deferred Retainer
          Election, Deferred Fees Election and/or a form-of-distribution
          election under Section 3.4(e).

1.12      "Deferred Account" means the participant's Deferred Pension Account,
          Deferred Dividends Account, Deferred Retainer Account, Deferred Fees
          Account, Deferred Cash Account and/or Deferred Stock Account.

1.13      "Deferred Cash Account" means the bookkeeping account established
          under Section 3.5(b) on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).

1.14      "Deferred Dividends" means the amount of cash dividends on his or her
          Restricted Stock that a participant has elected to defer until a later
          year pursuant to an election under Section 3.2 (c).

1.15      "Deferred Dividends Account" means the bookkeeping account established
          under Section 3.2(c) on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).

1.16      "Deferred Dividends Election" means the election by a participant
          under Section 3.2(c) to defer until a later year receipt of some or
          all of the dividends payable in the following year on his or her
          Restricted Stock.

1.17      "Deferred Fees" means the amount of a participant's fees (other than
          the participant's annual Board retainer fees) that such participant
          has elected to defer until a later year pursuant to an election under
          Section 3.3(a).

1.18      "Deferred Fees Account" means the bookkeeping account established
          under Section 3.3 on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).


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1.19      "Deferred Fees Election" means the election by a participant under
          Section 3.3 to defer until a later year receipt of some or all of his
          or her fees (other than annual Board retainer).

1.20      "Deferred Pension" means the amount of a participant's Accrued Pension
          that such participant has elected to defer until a later year pursuant
          to an election under Section 3.1.

1.21      "Deferred Pension Account" means the bookkeeping Account established
          under Section 3.1 on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).

1.22      "Deferred Pension Election" means the election by a participant under
          Section 3.1 to defer until a later year receipt of some or all of his
          or her Accrued Pension.

1.23      "Deferred Retainer" means the amount of a participant's annual Board
          retainer fees that such participant has elected to defer until a later
          year pursuant to an election under Section 3.3(a).

1.24      "Deferred Retainer Account" means the bookkeeping account established
          under Section 3.3 on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).

1.25      "Deferred Retainer Election" means the election by a participant under
          Section 3.3(a) to defer until a later year receipt of some or all of
          his or her annual Board retainer.

1.26      "Deferred Stock Account" means the bookkeeping account established
          under Sections 3.2, 3.4 and/or 3.5 on behalf of a participant and
          includes, in addition to amounts stated in those Sections, all
          Dividend Reinvestment Returns credited thereto pursuant to Section
          3.7(b).

1.27      "Deferred Stock Election" means the election by a participant under
          Section 3.4(a) and/or (c) to have his or her Deferred Pension,
          Deferred Dividends, Deferred Retainer and/or Deferred Fees credited in
          the form of Common Stock to the participant's Deferred Stock Account.

1.28      "Director" means a member of the Board.


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<PAGE>


1.29      "Directors' Nonqualified Pension Arrangements" means the unfunded
          pension benefits payable to Directors pursuant to resolutions of the
          Board dated November 24, 1981 and March 28, 1995.

1.30      "Directors' Stock Trust" means the Becton, Dickinson and Company 1996
          Directors' Deferral Trust established as of November 15, 1996 between
          the Company and Wachovia Bank of North Carolina, N.A.

1.31      "Dividend Reinvestment Return" means the amounts which are credited to
          each participant's Deferred Stock Account pursuant to Section 3.7(b)
          to reflect dividends declared and paid by the Company on its Common
          Stock.

1.32      "Effective Date" means the effective date of the Plan set forth in
          Section 5.4.

1.33      "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended, or any successor statute.

1.34      "Interest Return" means the amounts which are credited from time to
          time to each participant's Deferred Pension Account, Deferred
          Dividends Account, Deferred Retainer Account, Deferred Fees Account
          and/or Deferred Cash Account pursuant to Section 3.7(a).

1.35      "NYSE" means The New York Stock Exchange.

1.36      "Payment Date" means the last day of January, April, July or October
          of each calendar year on which the Directors are paid their
          compensation for the immediately preceding three (3) month period.

1.37      "Plan" means the Becton, Dickinson and Company 1996 Directors'
          Deferral Plan as from time to time in effect.

1.38      "Restricted Stock" means the shares of Common Stock issued to a
          Director, and bearing restrictions, pursuant to the Company's 1994
          Restricted Stock Plan for Non-Employee Directors.

1.39      "Restricted Stock Election" means the election by a participant under
          Section 3.2(a) to surrender some or all of his or her shares of
          Restricted Stock to the Company and to have an equal number of shares
          of Common Stock credited to the participant's Deferred Stock Account.


                                       5




<PAGE>


1.40      "Reverse Conversion Election" means the election by a participant
          under Section 3.5(b) to convert a portion of his or her Deferred Stock
          Account balance into a Deferred Cash Account balance.

1.41      "Shareholders' Meeting" means the regular annual meeting of the
          shareholders of the Company.

1.42      "Termination Date" means December 1, 1996, the date as of which the
          Directors' Nonqualified Pension Arrangements will have been
          effectively terminated.


                                       6




<PAGE>


                                   ARTICLE II

                                  Participation

2.1       Participation

          (a)  Participation in the Plan shall be limited to an individual who,
               as at the Effective Date of the Plan and/or any subsequent first
               day of any calendar quarter, is a Director.

          (b)  The Committee may, consistent with Company policy:

               (i)  designate as ineligible particular individuals or groups of
                    individuals who otherwise would be eligible under Section
                    2.1(a); or

               (ii) designate as eligible particular individuals or groups of
                    individuals who otherwise would be ineligible under Section
                    2.1(a).


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<PAGE>


                                   ARTICLE III

                 Deferral Elections, Accounts and Distributions

3.1       Deferred Pension Election

          (a)  Any participant, who has an Accrued Pension as of the Termination
               Date, may make a single one-time election, on or before December
               5, 1996 in writing and on a form to be furnished by the
               Committee, to convert 25%, 50%, 75% or 100% of his or her Accrued
               Pension into a Deferred Pension Account under the Plan. Upon
               making a Deferred Pension Election, a new Deferred Pension
               Account will be established in the participant's name and will be
               credited, on or about December 20, 1996, with the amount of his
               or her Accrued Pension so converted.

          (b)  Once made, a Deferred Pension Election cannot be changed or
               revoked except as provided herein.

          (c)  A Deferred Pension Election shall defer the starting date for the
               payment of the designated amount of the participant's Accrued
               Pension, and any Interest Return credited thereon pursuant to
               Section 3.7, until the earliest of the participant's retirement,
               permanent and total disability, death or involuntary termination.

          (d)  In the event of any such Deferred Pension Election, the form of
               payment of any distribution (i.e., in a lump sum or in five or in
               ten approximately equal annual installments) and the starting
               date of such distribution (i.e., as soon as practicable following
               the event triggering the distribution or January 31st of the
               calendar year immediately following such event) shall be elected
               at the same time. In the event that any distribution is elected
               to be paid in five or ten approximately equal annual
               installments, the participant also may elect, at the time of the
               Deferred Pension Election, to have the form of distribution,
               automatically and without further action on his or her part,
               converted to a lump sum payment in accordance with Section 3.8(b)
               in the event of such participant's death or permanent and total
               disability occurring prior to the expiration of the complete
               period of deferral. Except as herein provided, such
               form-of-payment election shall not be changed or revoked.


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<PAGE>


3.2       Restricted Stock Elections and Deferred Dividends Elections

          (a)  Any participant, who owns Restricted Stock as of the Effective
               Date, may make a single one-time election, on or before December
               5, 1996 and on a form to be furnished by the Committee, to
               surrender to the Company 25%, 50%, 75% or 100% of his or her
               shares of Restricted Stock. Upon making such Restricted Stock
               Election, a new Deferred Stock Account will be established in the
               participant's name to which will be credited, on or about
               December 20, 1996, a number of shares of Common Stock equal to
               the number so surrendered.

          (b)  A participant who makes a Restricted Stock Election will defer
               the receipt of any balance in the participant's Deferred Stock
               Account, including any Dividend Reinvestment Return credited
               thereto pursuant to Section 3.7(b), until the earliest of the
               participant's (i) permanent and total disability, (ii) death and
               (iii) the later of (1) the date on which such shares of
               Restricted Stock otherwise would have vested, (2) January 2,
               1998, and (3) the date of any retirement or other termination of
               service.

          (c)  Any participant, who owns Restricted Stock from time to time,
               also can elect, on or before December 31 of any calendar year, to
               defer 25%, 50%, 75% or 100% of the cash dividends otherwise
               payable on his or her Restricted Stock for the next succeeding
               calendar year. Such Deferred Dividends will be credited to the
               participant's Deferred Dividend Account as of each date on which
               cash dividends are otherwise paid on the Common Stock.

          (d)  A participant who makes a Deferred Dividends Election may defer
               the payment of any Deferred Dividends, and any Interest Return
               credited thereon pursuant to Section 3.7(a), until (i) the
               earliest of the participant's retirement, permanent and total
               disability, death or involuntary termination or (ii) a fixed date
               which is no earlier than three full calendar years after the
               calendar year during which the Deferred Dividends otherwise were
               payable and no later than ten years after the earliest date
               specified in (i), provided, however, that all distributions under
               Section 3.8(b) must be paid in full no later than ten years after
               the earliest of the participant's retirement, permanent and total
               disability, death or involuntary termination.

          (e)  Once made, neither a Restricted Stock Election nor a Deferred
               Dividends Election can be changed or revoked except as provided
               herein.


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<PAGE>


          (f)  In the event of any such Restricted Stock Election or Deferred
               Dividends Election, the form of payment of any distribution
               (i.e., in a lump sum or in five or in ten approximately equal
               annual installments) and the starting date of such distribution
               (i.e., as soon as practicable following the event causing the
               distribution or January 31st of the calendar year immediately
               following such event) shall be elected at the same time. In the
               event that any distribution is elected to be paid in five or ten
               approximately equal annual installments, the participant also may
               elect, at the time of the Restricted Stock Election or Deferred
               Dividends Election, to have the form of distribution,
               automatically and without further action on his or her part,
               converted to a lump sum payment in accordance with Section 3.8(b)
               in the event of such participant's death or permanent and total
               disability occurring prior to the expiration of the complete
               period of deferral. Except as herein provided, such
               form-of-payment election shall not be changed or revoked.

3.3       Deferred Retainer Elections and Deferred Fees Elections

          (a)  With respect to an individual who is eligible to participate in
               this Plan in accordance with Section 2.1, elections of Deferred
               Retainer and/or Deferred Fees shall be made in writing on forms
               to be furnished by the Committee. A Deferred Retainer Election
               and/or a Deferred Fees Election shall apply only to the
               Director's annual retainer or fees, as the case may be, for the
               particular calendar year specified in the election. A participant
               may elect to defer from 25% of his or her annual retainer to 100%
               of that retainer (in increments of 10%) and/or 50% or 100% of his
               or her other fees.

          (b)  A Deferred Retainer Election and/or Deferred Fees Election with
               respect to payments for a particular calendar year (i) must be
               made on or before the December 31 preceding such calendar year
               or, in the case of a newly-elected Director, within thirty (30)
               days following the Shareholders' Meeting at which he or she was
               elected, and (ii) once made, cannot be changed or revoked except
               as provided herein. Such Deferred Retainer shall be credited to
               the participant's Deferred Retainer Account (or, if none, to a
               new such account established in the participant's name) and his


                                       10




<PAGE>


               or her Deferred Fees shall be credited to the participant's
               Deferred Fees Account (or, if none, to a new such account
               established in the participant's name) as of each quarterly
               Payment Date. Revocation of any Deferred Retainer Election or
               Deferred Fees Election during a calendar year shall only affect
               future payments and shall reduce the participant's deferral
               percentage to zero for the remainder of that calendar year.
               Notice of revocation must be filed with the Committee by the
               fifteenth day of the month before the beginning of the next
               three-month period ending on a Payment Date. Such revocation
               shall not affect any balances credited to the participant's
               Deferred Retainer Account or Deferred Fees Account, as the case
               may be, before the effective date of the revocation of the
               election.

          (c)  A participant who makes a Deferred Retainer Election or a
               Deferred Fees Election may defer the payment of any retainer
               and/or fees, and any Interest Return credited thereon pursuant to
               Section 3.7(a), until (i) the earliest of the participant's
               retirement, permanent and total disability, death or involuntary
               termination or (ii) a fixed date which is no earlier than three
               full calendar years after the calendar year during which the
               Deferred Retainer or Deferred Fees otherwise were payable and no
               later than ten years after the earliest date specified in (i),
               provided, however, that all distributions under Section 3.8(b)
               must be paid in full no later than ten years after the earliest
               of the participant's retirement, permanent and total disability,
               death or involuntary termination.

          (d)  In the event of any such Deferred Retainer Election or Deferred
               Fees Election, the form of payment of any distribution (i.e., in
               a lump sum or in five or ten approximately equal annual
               installments) and the starting date of such distribution (i.e.,
               as soon as practicable following the event causing the
               distribution or January 31st of the calendar year immediately
               following such event) shall be elected at the same time. In the
               event that any distribution is elected to be paid in five or ten
               approximately equal annual installments, the participant also may
               elect, at the time of the Deferred Retainer Election and/or
               Deferred Fees Election, to have the form of distribution,
               automatically and without any further action on his or her part,
               converted to a lump sum payment in accordance with Section 3.8(b)
               in the event of such participant's death or permanent and total
               disability occurring prior to the expiration of the complete
               period of deferral. Except as herein provided, such
               form-of-payment election shall not be changed or revoked.


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<PAGE>


3.4       Deferred Stock Elections

          (a)  Instead of being credited to the participant's Deferred Pension
               Account, each participant who makes a Deferred Pension Election
               also may elect to have 25%, 50%, 75% or 100% of the amount
               otherwise creditable to his or her Deferred Pension Account
               instead credited in the form of Common Stock to a new Deferred
               Stock Account established in the participant's name.

          (b)  When a Deferred Stock Election is made in connection with a
               Deferred Pension Election, the participant's Deferred Stock
               Account will be credited on or about December 20, 1996, with the
               number of shares of Common Stock (rounded to the nearest one-one
               hundredth of a share) determined by dividing the amount of the
               participant's Accrued Pension with respect to which the Deferred
               Stock Election applies, by the average price paid by the Trustee
               of the Directors' Stock Trust for shares of Common Stock with
               respect to such date or, if the Trustee shall not purchase shares
               of Common Stock equal to the number of shares of Common Stock
               creditable to all participants' Deferred Stock Accounts on such
               date, then, to the extent of such shortfall, such price shall be
               the average of the high and low NYSE market price for the Common
               Stock on such date and the portion of the participant's Deferred
               Pension Account balance used in such calculation shall be
               proportionate to such shortfall amount. At the same time, the
               participant's Deferred Pension Account will be debited by the
               amount so credited to the Participant's new Deferred Stock
               Account.

          (c)  Instead of being credited to the participant's Deferred Dividends
               Account, Deferred Retainer Account or Deferred Fees Account, each
               participant also may elect to have 25%, 50%, 75% or 100% of his
               or her Deferred Dividends, Deferred Retainer and/or Deferred Fees
               credited in the form of Common Stock to the participant's
               Deferred Stock Account. Except as provided in Section 3.5, an
               election to have Deferred Dividends, Deferred Retainer or
               Deferred Fees credited to the participant's Deferred Stock
               Account must be made concurrently with the Deferred Dividends
               Election, Deferred Retainer Election or Deferred Fees Election,
               as the case may be.


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<PAGE>


          (d)  A participant's Deferred Stock Account will be credited:

               i)   regularly, as of each date on which dividends are paid on
                    the Common Stock, with the number of shares of Common Stock
                    (rounded to the nearest one-one hundredth of a share)
                    determined by dividing the portion of the participant's
                    Deferred Dividends for such dividend payment date subject to
                    the Deferred Stock Election by the average price paid by the
                    Trustee of the Director's Stock Trust for shares of Common
                    Stock with respect to such dividend payment date or, if the
                    Trustee shall not at such time purchase any shares of Common
                    Stock, then the price shall be the average of the high and
                    low NYSE market price for the Common Stock on such date;

               ii)  quarterly, as of each Payment Date, with the number of
                    shares of Common Stock (rounded to the nearest one-one
                    hundredth of a share) determined by dividing the portion of
                    the participant's Deferred Retainer and/or Deferred Fees
                    accumulated during the preceding fiscal quarter and which
                    are subject to the Deferred Stock Election by the average
                    price paid by the Trustee of the Director's Stock Trust for
                    shares of Common Stock with respect to such Payment Date or,
                    if the Trustee shall not at such time purchase any shares of
                    Common Stock, then the price shall be the average of the
                    high and low NYSE market price for the Common Stock on such
                    date; and

               iii) annually, as of the day after the Shareholders' Meeting with
                    the Annual Share Amount, if, after such meetings the
                    participant was elected or continued to serve as a Director
                    of the Company.

          (e)  Each participant who has a Deferred Stock Account shall receive
               distributions from such Account attributable to his or her Annual
               Share Amounts, and any Dividend Reinvestment Return credited
               thereon pursuant to Section 3.7(b), upon the earliest of the
               participant's retirement, permanent and total disability, death
               or involuntary termination. Such participant, within thirty (30)
               days after his or her Deferred Stock Account is credited with an
               Annual Share Amount, shall elect the form of payment of any such
               distribution (i.e., in a lump sum or in five or in ten
               approximately equal annual installments) and the starting date of
               such distribution (i.e., as soon as practicable following the
               event triggering the distribution or January 31st of the calendar
               year immediately following such event).


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<PAGE>


               In the event that any distribution is elected to be paid in five
               or ten approximately equal annual installments, the participant
               also may elect, at the time of the initial form-of-distribution
               election, to have the form of distribution, automatically and
               without further action on his or her part, converted to a lump
               sum payment in accordance with Section 3.8(b) in the event of
               such participant's death or permanent and total disability
               occurring prior to the expiration of the complete period of
               deferral. Except as herein provided, such form-of-distribution
               election shall not be changed or revoked.

          (f)  If the Company enters into transactions involving stock splits,
               stock dividends, reverse splits or any other recapitalization
               transactions, the number of shares of Common Stock credited to a
               participant's Deferred Stock Account will be adjusted (rounded to
               the nearest one-one hundredth of a share) so that the
               participant's Deferred Stock Account reflects the same equity
               percentage increase in the Company after the recapitalization as
               was the case before such transaction.

          (g)  If at least a majority of the Company's stock is sold or
               exchanged by its Shareholders pursuant to an integrated plan for
               cash or property (including Stock of another corporation) or if
               substantially all of the assets of the Company are disposed of
               and, as a consequence thereof, cash or property is distributed to
               the Company's shareholders, each participant's Deferred Stock
               Account will, to the extent not already so credited under Section
               3.7(b), be (i) credited with the amount of cash or property
               receivable by a Company shareholder directly holding the same
               number of shares of Common Stock as is credited to such
               participant's Deferred Stock Account and (ii) debited by that
               number of shares of Common Stock surrendered by such equivalent
               Company shareholder.

          (h)  Each participant who has a Deferred Stock Account also shall be
               entitled to provide directions to the Committee to cause the
               Committee to similarly direct the Trustee of the Trust to vote,
               on any matter presented for a vote to the shareholders of the
               Company, that number of shares of Common Stock held by the Trust
               equivalent to the number of shares of Common Stock credited to
               the participant's Deferred Stock Account. The Committee shall
               arrange for distribution to all participants in a timely manner
               of all communications directed generally to the shareholders of
               the Company as to which their votes are solicited.


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<PAGE>


3.5       Conversion Elections and Reverse Conversion Elections

          (a)  Any individual who has a Deferred Dividends Account, Deferred
               Fees Account, Deferred Retainer Account and/or a Deferred Cash
               Account may make, on or before December 31 of any calendar year
               and as to any one or more of such Deferred Accounts, an
               additional election, to convert 25%, 50%, 75% or 100% of the
               participant's Deferred Account balance as of such December 31
               from a cash balance into a Common Stock balance which would be
               credited to his or her Deferred Stock Account (or, if none, to a
               new such account established in the participant's name). During
               any three (3) calendar years, only one such Conversion Election
               may be made by a participant with respect to each Account;
               provided, however, that no such Conversion Election will be
               effective with respect to a participant's Deferred Dividends
               Account, Deferred Retainer Account, Deferred Fees Account or
               Deferred Cash Account until such account shall have been in
               existence for at least two (2) calendar years.

          (b)  Any individual who has a Deferred Stock Account may make an
               additional election, a Reverse Conversion Election, on or before
               December 31 of any calendar year, to convert 25%, 50%, 75% or
               100% of his or her Deferred Stock Account balance as of such
               December 31 from a Common Stock balance into a cash balance which
               would be credited to a new Deferred Cash Account established in
               the participant's name; provided, however, that no such Reverse
               Conversion Election shall apply to the shares of Common Stock, or
               to any Dividend Reinvestment Return credited thereon pursuant to
               Section 3.7(b), credited to a participant's Deferred Stock
               Account either by reason of a Restricted Stock Election or as
               Annual Share Amounts. During any three (3) calendar years, only
               one such Reverse Conversion Election may be made by a participant
               with respect to his or her Deferred Stock Account; provided,
               however, that no such Reverse Conversion Election shall be
               effective until the participant's Deferred Stock Account shall
               have been in existence for at least two (2) calendar years.


                                       15




<PAGE>


          (c)  When a Conversion Election is made, the participant's Deferred
               Stock Account will be credited, on or about January 2nd of the
               year following the election, with the number of shares of Common
               Stock (rounded to the nearest one-one hundredth of a share)
               determined by dividing the balance in the participant's Deferred
               Dividends Account, Deferred Retainer Account, Deferred Fees
               Account, and/or Deferred Cash Account by the average price paid
               by the Trustee of the Directors' Stock Trust for shares of Common
               Stock with respect to such date, or, if the Trustee shall not
               purchase shares of Common Stock equal to the number of shares of
               Common Stock creditable to all participants' Deferred Stock
               Accounts on such date, then, to the extent of such shortfall,
               such price shall be the average of the high and low NYSE market
               price for the Common Stock on such date and the portion of the
               participant's Deferred Dividends Account balance, Deferred
               Retainer Account balance, Deferred Fees Account balance and/or
               Deferred Cash Account balance used in such calculation shall be
               proportionate to such shortfall amount. At the same time, the
               participant's Deferred Dividends Account, Deferred Retainer
               Account, Deferred Fees Account and/or Deferred Cash Account, as
               the case may be, will be debited by an amount equal to the amount
               so credited to the participant's Deferred Stock Account.

          (d)  When a Reverse Conversion Election is made, the participant's
               Deferred Cash Account will be credited on or about January 2nd of
               the year following the election with the amount of cash
               determined by multiplying the number of shares of Common Stock
               (rounded to the nearest one-one hundredth of a share), computed
               to have been converted by reason of the participant's election,
               by the average of the high and low NYSE market price for the
               Common Stock on the first business day in January of such year.
               At the same time, the participant's Deferred Stock Account will
               be debited by the number of shares of Common Stock so deemed
               converted.


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<PAGE>


3.6       Change-of-Form Elections and Additional Deferral Elections

          (a)  Any participant, who has made a Deferral Election, may make an
               additional election to change the form of distribution of the
               balance in any of his or her Deferred Accounts to one of the
               three acceptable forms of distributions under Section 3.8(b).
               Only one Change-of-Form Election may be made by any participant
               with respect to the balance in any Deferred Account attributable
               to any individual Deferred Election during any three (3) calendar
               years; provided, however, that no such Change-in-Form Election
               will be effective with respect to any balance in any
               participant's Deferred Account, unless made in connection with
               the establishment of the Deferred Account, until such balance has
               been in such Deferred Account for at least two (2) calendar
               years.

          (b)  Any participant who has made a Restricted Stock Election,
               Deferred Dividends Election, Deferred Retainer Election or
               Deferred Fees Election may make an additional election to further
               postpone the initial starting date for distributions of the
               balance in his or her Deferred Dividends Account, Deferred
               Retainer Account, Deferred Fees Account or Deferred Stock Account
               (to the extent attributable to a Deferred Stock Election or
               Conversion Election with respect to a Restricted Stock Election,
               Deferred Dividends Election, Deferred Retainer Election and/or
               Deferred Fees Election) to a date no earlier than three full
               calendar years thereafter and no later than the latest date that
               would have been permitted under Sections 3.2(d) or 3.3(c), as the
               case may be, for the initial Deferral Election; provided,
               however, that only one such Additional Deferral Election may be
               made with respect to the balance in any Deferred Account
               attributable to any individual Deferral Election.

3.7       Investment Return on Deferred Accounts

          (a)  The Committee shall credit the balance of each participant's
               Deferred Pension Account, Deferred Dividends Account, Deferred
               Retainer Account, Deferred Fees Account and Deferred Cash Account
               during the calendar year with an Interest Return equal to
               interest thereon. Such balances shall include all Interest
               Returns previously credited to the account. The Interest Return
               to be credited for each calendar year shall be calculated by
               multiplying the average daily balance in each such Deferred
               Account by the Moody's Seasoned Aaa Corporate Bond Rate in effect
               on the first business day of September of the previous calendar
               year, as published in the weekly Federal Reserve Statistical
               Release (Publication H.15).


                                       17




<PAGE>


          (b)  Each time the Company declares a dividend on its Common Stock,
               each participant's Deferred Stock Account will be credited with a
               Dividend Reinvestment Return equal to that number of shares of
               Common Stock (rounded to the nearest one-one hundredth of a
               share) determined by dividing (i) the amount that would have been
               paid (or the fair market value thereof, if the dividend is not
               paid in cash) to the participant on the total number of shares of
               Common Stock credited to the participant's Deferred Stock Account
               had that number of shares of Common Stock been held by such
               participant by (ii) the average price paid by the Trustee of the
               Stock Trust for shares of Common Stock with respect to the
               dividend payment date or, if the Trustee shall not at such time
               purchase any shares of Common Stock, then the price shall be the
               average of the high and low NYSE market price for the Common
               Stock on such date.

          (c)  Within 60 days following the end of each calendar year, the
               Committee shall furnish each participant with a statement of
               account which shall set forth the balance in each of the
               individual's Deferred Accounts as of the end of such calendar
               year, inclusive of cumulative Interest Return and/or Dividend
               Reinvestment Return.

3.8       Distributions

          (a)  Upon occurrence of an event specified in the participant's
               Deferral Election, as modified by any Change-in-Form Election,
               the amount of a participant's Deferred Pension Account, Deferred
               Dividends Account, Deferred Retainer Account, Deferred Fees
               Account and/or Deferred Cash Account shall be paid in cash and
               the amount of a participant's Deferred Stock Account shall,
               except as otherwise provided in Section 3.4(g) or 3.9 or to the
               extent the Company is otherwise, in the reasonable judgment of
               the Committee, precluded from doing so, be paid in shares of
               Common Stock (with any fractional share interest therein paid in
               cash to the extent of the then fair market value thereof), in
               each case to the participant or his or her beneficiary, as
               applicable. Such payment(s) shall be from the general assets of
               the Company (including the Directors' Stock Trust) in accordance
               with this Section 3.8.


                                       18




<PAGE>


          (b)  Unless other arrangements are specified by the Committee on a
               uniform and nondiscriminatory basis, deferred amounts shall be
               paid in the form of (i) a lump sum payment, (ii) in five
               approximately equal annual installments or (iii) in ten
               approximately equal annual installments, as elected by the
               participant at the time of his or her Deferral Election and as
               modified by any applicable subsequent Change-in-Form Election;
               provided, however, that payments shall be made only in a single
               lump sum if payment commences due to termination for cause. Such
               payments shall be made (or begin to be made) as soon as
               practicable following the occurrence of the event making payment
               necessary or, if so elected in the Deferral Election, on the
               January 31st of the calendar year immediately following such
               event.

          (c)  In case of an unforeseeable emergency, a participant may request
               the Committee, on a form to be provided by the Committee, that
               payment be made earlier than the date to which it was deferred;
               provided, however, that no such acceleration of the distribution
               date(s) shall apply to that portion of the balance(s) in the
               participant's Deferred Accounts either attributable to Annual
               Share Amounts, and any Dividend Reinvestment Return credited
               thereon pursuant to Section 3.7(b), or to a Deferred Pension
               Election, and any Interest Return or Dividend Reinvestment Return
               credited thereon pursuant to Section 3.7.

               For purposes of this Section 3.8(c), an "unforeseeable emergency"
               shall be limited to a severe financial hardship to the
               participant resulting from a sudden and unexpected illness or
               accident of the participant or of a dependent (as defined in
               section 152(a) of the Code) of the participant, loss of the
               participant's property due to casualty, or other similar
               extraordinary and unforeseeable circumstances arising as a result
               of events beyond the control of the participant. The
               circumstances that will constitute an unforeseeable emergency
               will depend upon the facts of each case, but, in any case,
               payment may not be made to the extent that such hardship is or
               may be relieved: (i) through reimbursement or compensation by
               available insurance or otherwise, (ii) by liquidation of the
               participant's assets, to the extent the liquidation of such
               assets would not itself cause severe financial hardship or (iii)
               by cessation of deferrals under the Plan.


                                       19




<PAGE>


               The Committee shall consider any requests for payment under this
               Section 3.8(c) on a uniform and nondiscriminatory basis and in
               accordance with the standards of interpretation described in
               section 457 of the Code and the regulations thereunder.

          (d)  The Company shall deduct from all payments under the Plan
               federal, State and local income and employment taxes, as required
               by applicable law. No participant or beneficiary shall be
               entitled to receive any distribution of shares of Common Stock
               credited to a participant's Deferred Stock Account until the
               Company has received full payment of such withholding obligations
               in cash.

3.9       General Provisions

          (a)  The Company shall make no provision for the funding of any
               Deferred Accounts payable hereunder that (i) would cause the Plan
               to be a funded plan for purposes of section 404(a)(5) of the Code
               or (ii) would cause the Plan to be other than an "unfunded and
               unsecured promise to pay money or other property in the future"
               under Treasury Regulations Section 1.83-3(e); and, except to the
               extent specified in the Directors' Stock Trust following a
               "change of control" (as defined in the Directors' Stock Trust) of
               the Company, the Company shall have no obligation to make any
               arrangement for the accumulation of funds to pay any amounts
               under this Plan. Subject to the restrictions of the preceding
               sentence and in Section 3.9(c), the Company, in its sole
               discretion, may establish one or more grantor trusts described in
               Treasury Regulations Section 1.677(a)-1(d) to accumulate funds
               and/or shares of Common Stock to pay amounts under this Plan,
               provided that the assets of such trust(s) shall be required to be
               used to satisfy the claims of the Company's general creditors in
               the event of the Company's bankruptcy or insolvency.

          (b)  In the event that the Company shall decide to establish an
               advance accrual reserve on its books against the future expense
               of payments from any Deferred Account, such reserve shall not
               under any circumstances be deemed to be an asset of this Plan
               but, at all times, shall remain a part of the general assets of
               the Company, subject to claims of the Company's creditors.


                                       20




<PAGE>


          (c)  A person entitled to any amount under this Plan shall be a
               general unsecured creditor of the Company with respect to such
               amount. Furthermore, a person entitled to a payment or
               distribution with respect to a Deferred Account, shall have a
               claim upon the Company only to the extent of the balance(s) in
               his or her Deferred Accounts.

          (d)  The participant's beneficiary under this Plan with respect to the
               balance(s) in his or her Deferred Accounts shall be the person
               designated to receive benefits on account of the participant's
               death on a form provided by the Committee.

          (e)  All commissions, fees and expenses that may be incurred in
               operating the Plan and any related trust(s) established in
               accordance with Section 3.9(a) (including the Directors' Stock
               Trust) will be paid by the Company.

          (f)  Notwithstanding any other provision of this Plan: (i) elections
               under this Plan may only be made by participants while they are
               directors of the Company; (ii) no Conversion Election, Reverse
               Conversion Election, Change-of-Form Election or Additional
               Deferral Election shall be effective if made within six (6)
               months prior to the earlier of (1) the date of the participant's
               scheduled retirement or (2) the date the participant voluntarily
               terminates service on the Board; (iii) no Change-of-Form Election
               or Additional Deferral Election shall be effective with respect
               to any balance in any Deferred Account that is scheduled to be
               paid (or to begin to be paid) within six (6) months after the
               date of such election; and (iv) distributions otherwise payable
               to a participant in the form of Common Stock shall be delayed
               and/or instead paid in cash in an amount equal to the fair market
               value thereof if such payment in Common Stock would violate any
               federal or State securities laws (including Section 16(b) of the
               Securities Exchange Act of 1934, as amended) and/or rules and
               regulations promulgated thereunder.

3.10      Non-Assignability

          Participants, their legal representatives and their beneficiaries
          shall have no right to anticipate, alienate, sell, assign, transfer,
          pledge or encumber their interests in the Plan, nor shall such
          interests be subject to attachment, garnishment, levy or execution by
          or on behalf of creditors of the participants or of their
          beneficiaries.


                                       21




<PAGE>


                                   ARTICLE IV

                                 Administration

4.1       Plan Administrator

          Subject to the express provisions of the Plan, the Committee shall
          have the exclusive right to interpret the Plan, to prescribe, amend
          and rescind rules and regulations relating to it and to make all other
          determinations necessary or advisable for the administration of the
          Plan. The decisions, actions and records of the Committee shall be
          conclusive and binding upon the Company and all persons having or
          claiming to have any right or interest in or under the Plan.

          The Committee may delegate to such officers, employees or departments
          of the Company such authority, duties, and responsibilities of the
          Committee as it, in its sole discretion, considers necessary or
          appropriate for the proper and efficient operation of the Plan,
          including, without limitation, (i) interpretation of the Plan, (ii)
          approval and payment of claims, and (iii) establishment of procedures
          for administration of the Plan.


                                       22




<PAGE>


                                    ARTICLE V

                    Amendment, Termination and Effective Date

5.1       Amendment of the Plan

          Subject to the provisions of Section 5.3, the Plan may be wholly or
          partially amended or otherwise modified at any time by written action
          of the Board of Directors.

5.2       Termination of the Plan

          Subject to the provisions of Section 5.3, the Plan may be terminated
          at any time by written action of the Board of Directors.

5.3       No Impairment of Benefits

          Notwithstanding the provisions of Sections 5.1 and 5.2, no amendment
          to or termination of the Plan shall impair any rights to benefits
          which have accrued hereunder.

5.4       Effective Date

          The Plan is effective as of November 1, 1996.


                                       23




<PAGE>


               AMENDMENT DATED APRIL 24, 2000:

          WHEREAS, the Board of Directors of Becton, Dickinson and Company (the
          "Corporation") deems it to be in the best interests of the Corporation
          to amend the Corporation's Salary and Bonus Deferral Plan and
          Directors' Deferral Plan to clarify and more clearly delineate the
          rights of holders of options under each of such plans in the event of
          certain corporate events involving the Corporation;

               NOW, THEREFORE, BE IT:

               RESOLVED, that Section 3.3 (d) of the Corporation's Salary and
          Bonus Deferral Plan, as amended and restated as of August 15, 1996,
          and Section 3.4 (f) of the 1996 Directors' Deferral Plan adopted as of
          November 1, 1996, each are, hereby amended and restated to read in
          their entirety as follows:

               In the event of any merger, consolidation, reorganization,
               recapitalization, stock dividend (including without limitation,
               stock dividends consisting of securities other than the shares of
               Common Stock), distribution (other than regular cash dividends),
               stock split, reverse stock split, separation, spin-off, split-off
               or other distribution of stock or property of the Company, or
               other change in the corporate structure or capitalization, there
               shall be appropriate adjustment made by the Board in the number
               and kind of shares (rounded to the nearest one-one hundredth of a
               share) or other property that shall be credited in the aggregate
               and to individual participants' deferred stock accounts under the
               Plan, so that the participants' Deferred Stock Accounts reflect
               the same equity percentage interest in the Company after the
               transaction as was the case before such transaction, and so that
               each share of Common Stock credited to a


                                       24




<PAGE>


               participant's Deferred Stock Account before a transaction accrues
               the same benefits after the transaction as does each share of
               Common Stock outstanding before such transaction.

               RESOLVED, that the appropriate officers of the Company be, and
          each of them hereby is, authorized and directed to execute any
          documents and do any acts as they deem necessary or appropriate to
          effectuate the amendment and restatement contemplated by these
          resolutions.


                                       25



</TEXT>
</DOCUMENT>
