<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10.txt
<DESCRIPTION>EXHIBIT 10
<TEXT>

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                                                                      Exhibit 10

                          BECTON, DICKINSON AND COMPANY
                     2004 EMPLOYEE AND DIRECTOR EQUITY-BASED
                                COMPENSATION PLAN

                  As Amended and Restated as of March 23, 2004

     Section 1. Purpose.

     The purpose of the Becton, Dickinson and Company 2004 Employee and Director
Equity-Based Compensation Plan is to provide an incentive to employees of the
Company and its subsidiaries to achieve long-range goals, to aid in attracting
and retaining employees and directors of outstanding ability and to closely
align their interests with those of shareholders.

     Section 2. Definition.

     As used in the Plan, the following terms shall have the meanings set forth
below:

     (a) "Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Committee.

     (b) "Award" shall mean any Option, award of Restricted Stock, Restricted
Stock Unit, Performance Unit or Other Stock-Based Award granted under the Plan.

     (c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan, which may,
but need not, be executed or acknowledged by a Participant.

     (d) "Board" shall mean the board of directors of the Company.

     (e) "Cause" shall mean (i) the willful and continued failure of a
Participant to perform substantially the Participant's duties with the Company
or any Affiliate (other than any such failure resulting from incapacity due to
physical or mental illness), or (ii) the willful engaging by the Participant in
illegal conduct or gross misconduct that is materially and demonstrably
injurious to the Company. No act, or failure to act, on the part of the
Participant shall be considered "willful" unless it is done, or omitted to be
done, by the Participant in bad faith or without the reasonable belief that the
Participant's action or omission was in the best interest of the Company.

     (f) "Change in Control" means:

          (i) the acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     25% or more of either (A) the then-outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (B) the combined
     voting power of the then-outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the "Outstanding
     Company Voting Securities"); provided, however, that, for purposes of this
     Section 2(f), the following acquisitions shall not constitute a Change in
     Control: (i) any acquisition directly from the Company; (ii) any
     acquisition by the Company, or (iii) any acquisition by any employee
     benefit plan (or related trust) sponsored or maintained by the Company or
     any affiliated


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     company, (iv) any acquisition by any corporation pursuant to a transaction
     that complies with Section 2(f)(iii)(A), Section 2(f)(iii)(B) and Section
     2(f)(iii)(C), or (v) any acquisition that the Board determines, in good
     faith, was inadvertent, if the acquiring Person divests as promptly as
     practicable a sufficient amount of the Outstanding Company Common Stock
     and/or the Outstanding Company Voting Securities, as applicable, to reverse
     such acquisition of 25% or more thereof.

          (ii) individuals who, as of the day after the effective time of this
     Plan, constitute the Board (the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board; provided, however, that any
     individual becoming a director subsequent to such time whose election, or
     nomination for election as a director by the Company's shareholders, was
     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of an
     actual or threatened election contest with respect to the election or
     removal of directors or other actual or threatened solicitation of proxies
     or consent by or on behalf of a Person other than the Board.

          (iii) consummation of a reorganization, merger, consolidation or sale
     or other disposition of all or subsequently all of the assets of the
     Company (a "Business Combination"), in each case, unless, following such
     Business Combination, (A) all or substantially all of the individuals and
     entities that were the beneficial owners of the Outstanding Company Common
     Stock and the Outstanding Company Voting Securities immediately prior to
     such Business Combination beneficially own, directly or indirectly, more
     than 60% of the then-outstanding shares of common stock and the combined
     voting power of the then-outstanding voting securities entitled to vote
     generally in the election of directors, as the case may be, of the
     corporation resulting from such Business Combination (including, without
     limitation, a corporation that, as a result of such transaction, owns the
     Company or all or substantially all of the Company's assets either directly
     or through one or more subsidiaries) in substantially the same proportions
     as their ownership immediately prior to such Business Combination of the
     Outstanding Company Common Stock and the Outstanding Company Voting
     Securities, as the case may be, (B) no Person (excluding any corporation
     resulting from such Business Combination or any employee benefit plan (or
     related trust) of the Company or such corporation resulting from such
     Business Combination) beneficially owns, directly or indirectly, 25% or
     more of, respectively, the then-outstanding shares of common stock of the
     corporation resulting from such Business Combination or the combined voting
     power of the then-outstanding voting securities of such corporation, except
     to the extent that such ownership existed prior to the Business
     Combination, and (C) at least a majority of the members of the board of
     directors of the corporation resulting from such Business Combination were
     members of the Incumbent Board at the time of the execution of the initial
     agreement or of the action of the Board providing for such Business
     Combination; or (iv) approval by the shareholders of the Company of a
     complete liquidation or dissolution of the Company.

     (g) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     (h) "Committee" shall mean the Compensation and Benefits Committee of the
Board or such other committee as may be designated by the Board.

     (i) "Company" shall mean Becton, Dickinson and Company.


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     (j) "Earnings Per Share" shall mean earnings per share calculated in
accordance with U.S. Generally Accepted Accounting Principles.

     (k) "Executive Group" shall mean every person who is expected by the
Committee to be both (i) a "covered employee" as defined in Section 162(m) of
the Code as of the end of the taxable year in which payment of the Award may be
deducted by the Company, and (ii) the recipient of compensation of more than
$1,000,000 for that taxable year.

     (l) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities) the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.

     (m) "Incentive Stock Option" shall mean an option representing the right to
purchase Shares from the Company, granted under and in accordance with the terms
of Section 6, that meets the requirements of Section 422 of the Code, or any
successor provision thereto.

     (n) "Market Share" shall mean the percent of sales of the total available
market in an industry, product line or product attained by the Company or one of
its business units during a time period.

     (o) "Net Income" shall mean net income calculated in accordance with U.S.
Generally Accepted Accounting Principles.

     (p) "Net Revenue Per Employee" in a period shall mean net revenue divided
by the average number of employees of the Company, with average defined as the
sum of the number of employees at the beginning and ending of the period divided
by two.

     (q) "Non-Qualified Stock Option" shall mean an option representing the
right to purchase Shares from the Company, granted under and in accordance with
the terms of Section 6, that is not an Incentive Stock Option.

     (r) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     (s) "Other Stock-Based Award" shall mean any right granted under Section 9.

     (t) "Participant" shall mean an individual granted an Award under the Plan.

     (u) "Performance Unit" shall mean any right granted under Section 8.

     (v) "Restricted Stock" shall mean any Share granted under Section 7.

     (w) "Restricted Stock Unit" shall mean a contractual right granted under
Section 7 that is denominated in Shares. Each Unit represents a right to receive
the value of one Share (or a percentage of such value, which percentage may be
higher than 100%) upon the terms and conditions set forth in the Plan and the
applicable Award Agreement. Awards of Restricted Stock Units may include,
without limitation, the right to receive dividend equivalents.

     (x) "Return On Common Equity" for a period shall mean net income less
preferred stock dividends divided by total shareholders' equity, less amounts,
if any, attributable to preferred stock.

     (y) "Return on Invested Capital" for a period shall mean earnings before
interest, taxes, depreciation and amortization divided by the difference of
total assets less non-interest bearing current liabilities.


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     (z) "Return On Net Assets" for a period shall mean net income less
preferred stock dividends divided by the difference of average total assets less
average non-debt liabilities, with average defined as the sum of assets or
liabilities at the beginning and ending of the period divided by two.

     (aa) "Revenue Growth" shall mean the percentage change in revenue (as
defined in Statement of Financial Accounting Concepts No. 6, published by the
Financial Accounting Standards Board) from one period to another.

     (bb) "Plan" shall mean this Becton, Dickinson and Company 2004 Employee and
Director Equity-Based Compensation Plan.

     (cc) "Shares" shall mean shares of the common stock of the Company, $1.00
par value.

     (dd) "Substitute Awards" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

     (ee) "Total Shareholder Return" shall mean the sum of the appreciation in
the Company's stock price and dividends paid on the common stock of the Company
over a given period of time.

     Section 3. Eligibility.

     (a) Any individual who is employed by (including any officer), or who
serves as a member of the board of directors of, the Company or any Affiliate
shall be eligible to be selected to receive an Award under the Plan.

     (b) An individual who has agreed to accept employment by the Company or an
Affiliate shall be deemed to be eligible for Awards hereunder as of the date of
such agreement.

     (c) Holders of options and other types of Awards granted by a company
acquired by the Company or with which the Company combines are eligible for
grant of Substitute Awards hereunder.

     Section 4. Administration.

     (a) The Plan shall be administered by the Committee. The Committee shall be
appointed by the Board and shall consist of not less than three directors, each
of whom shall be independent, within the meaning of and to the extent required
by applicable rulings and interpretations of the New York Stock Exchange and the
Securities and Exchange Commission, and each of whom shall be a "Non-Employee
Director", as defined from time to time for purposes of Section 16 of the
Securities Exchange Act of 1934 and the rules promulgated thereunder. The Board
may designate one or more directors as alternate members of the Committee who
may replace any absent or disqualified member at any meeting of the Committee.
The Committee may issue rules and regulations for administration of the Plan. It
shall meet at such times and places as it may determine. A majority of the
members of the Committee shall constitute a quorum.

     (b) Subject to the terms of the Plan and applicable law, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards (including Substitute Awards) to be
granted to each Participant under the Plan; (iii) determine the number of Shares
to be covered by (or with respect to which payments, rights, or other matters
are to be


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calculated in connection with) Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, forfeited or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (viii) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; (ix) determine
whether and to what extent Awards should comply or continue to comply with any
requirement of statute or regulation; and (x) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.

     (c) All decisions of the Committee shall be final, conclusive and binding
upon all parties, including the Company, the stockholders and the Participants.

     Section 5. Shares Available For Awards.

     (a) Subject to adjustment as provided below, the number of Shares available
for issuance under the Plan shall be 9,000,000 shares. Notwithstanding the
foregoing and subject to adjustment as provided in Section 5(e), (i) no
Participant may receive Options and stock appreciation rights under the Plan in
any calendar year that relate to more than 250,000 Shares, and (ii) the maximum
number of Shares with respect to which unrestricted Awards (either as to
vesting, performance or otherwise) may be made to employees under the Plan is
450,000 Shares.

     (b) If, after the effective date of the Plan, any Shares covered by an
Award other than a Substitute Award, or to which such an Award relates, are
forfeited, or if such an Award otherwise terminates without the delivery of
Shares or of other consideration, then the Shares covered by such Award, or to
which such Award relates, to the extent of any such forfeiture or termination,
shall again be, or shall become, available for issuance under the Plan.

     (c) In the event that any Option or other Award granted hereunder (other
than a Substitute Award) is exercised through the delivery of Shares, or in the
event that withholding tax liabilities arising from such Option or Award are
satisfied by the withholding of Shares by the Company, the number of Shares
available for Awards under the Plan shall be increased by the number of Shares
so surrendered or withheld.

     (d) Any Shares delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or of treasury Shares.

     (e) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or


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property) which thereafter may be made the subject of Awards, including the
aggregate and individual limits specified in Section 5(a), (ii) the number and
type of Shares (or other securities or property) subject to outstanding Awards,
and (iii) the grant, purchase, or exercise price with respect to any Award or,
if deemed appropriate, make provision for a cash payment to the holder of an
outstanding Award; provided, however, that the number of Shares subject to any
Award denominated in Shares shall always be a whole number.

     (f) Shares underlying Substitute Awards shall not reduce the number of
Shares remaining available for issuance under the Plan.

     Section 6. Options.

     The Committee is hereby authorized to grant Options to Participants with
the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine:

     (a) The purchase price per Share under an Option shall be determined by the
Committee; provided, however, that, except in the case of Substitute Awards,
such purchase price shall not be less than the Fair Market Value of a Share on
the date of grant of such Option.

     (b) The term of each Option shall be fixed by the Committee but shall not
exceed 10 years from the date of grant thereof.

     (c) The Committee shall determine the time or times at which an Option may
be exercised in whole or in part, and the method or methods by which, and the
form or forms, including, without limitation, cash, Shares, other Awards, or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price, in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.

     (d) The terms of any Incentive Stock Option granted under the Plan shall
comply in all respects with the provisions of Section 422 of the Code, or any
successor provision thereto, and any regulations promulgated thereunder.

     (e) Section 10 sets forth certain additional provisions that shall apply to
Options.

     Section 7. Restricted Stock And Restricted Stock Units.

     (a) The Committee is hereby authorized to grant Awards of Restricted Stock
and Restricted Stock Units to Participants.

     (b) Shares of Restricted Stock and Restricted Stock Units shall be subject
to such restrictions as the Committee may impose (including, without limitation,
any limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property), which restrictions may lapse
separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate; provided, that if the vesting
conditions applicable to an Award of Restricted Stock or Restricted Stock Units
to an employee of the Company relate exclusively to the passage of time and
continued employment, such time period shall consist of not less than thirty-six
(36) months.

       (c) Any share of Restricted Stock granted under the Plan may be evidenced
in such manner as the Committee may deem appropriate including, without
limitation, book-entry registration or issuance of a stock certificate or
certificates. In the event any stock certificate is issued in respect of shares
of Restricted Stock granted under the Plan, such certificate shall be registered
in the


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name of the Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock.

     (d) Except as otherwise provided by the Committee at the time the Award is
granted or in any amendment thereto, upon a Participant's (i) retirement, death,
disability or involuntary termination without Cause, any and all remaining
restrictions with respect to Shares of Restricted Stock or Restricted Stock
Units granted to the Participant shall lapse, and (ii) voluntary termination or
involuntary termination with Cause, all Shares of Restricted Stock or Restricted
Stock Units held by the Participant shall be forfeited as of the date of
termination.

     (e) The Committee may in its discretion, when it finds that a waiver would
be in the best interests of the Company, waive in whole or in part any or all
restrictions with respect to Shares of Restricted Stock or Restricted Stock
Units; provided, that the Committee's authority under this Section 7(d) is
limited in the case of Awards subject to Section 11(f) as set forth in Section
11(f).

     Section 8. Performance Units.

     (a) The Committee is hereby authorized to grant Performance Units to
Participants.

     (b) Subject to the terms of the Plan, a Performance Unit granted under the
Plan (i) may be denominated or payable in cash, Shares (including, without
limitation, Restricted Stock), other securities, other Awards, or other property
and (ii) shall confer on the holder thereof rights valued as determined by the
Committee and payable to, or exercisable by, the holder of the Performance Unit,
in whole or in part, upon the achievement of such performance goals during such
performance periods as the Committee shall establish. Subject to the terms of
the Plan, the performance goals to be achieved during any performance period,
the length of any performance period, the amount of any Performance Unit granted
and the amount of any payment or transfer to be made pursuant to any Performance
Unit shall be determined by the Committee; provided, that the performance period
relating to any Award of Performance Units shall be at least twelve (12) months.

     (c) Notwithstanding anything contained herein to the contrary, (i) in the
event of a Participant's retirement prior to the expiration of any performance
period applicable to a Performance Unit granted to the Participant, the
Participant shall be entitled to receive following the expiration of such
performance period, a pro-rata portion of any amounts otherwise payable with
respect to, or a pro-rata right to exercise, the Performance Unit, (ii) in the
event of a Participant's death, disability or involuntary termination without
Cause prior to the expiration of any performance period applicable to a
Performance Unit granted to the Participant, the Participant shall receive upon
such termination a partial payment with respect to, or a partial right to
exercise, such Performance Unit, as determined by the Committee in its
discretion, and (iii) upon a Participant's voluntary termination or involuntary
termination with Cause, all Performance Units held by the Participant shall be
canceled as of the date of termination.

     Section 9. Other Stock-Based Awards.

     The Committee is hereby authorized to grant to Participants such other
Awards (including, without limitation, stock appreciation rights and rights to
dividends and dividend equivalents) that are denominated or payable in, valued
in whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares) as are
deemed by the Committee to be consistent with the purposes of the Plan. Subject
to the terms of the Plan, the Committee shall determine the terms and conditions
of such Awards. Shares or


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other securities delivered pursuant to a purchase right granted under this
Section 9 shall be purchased for such consideration, which may be paid by such
method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards, or other property, or any
combination thereof, as the Committee shall determine, the value of which
consideration, as established by the Committee, shall, except in the case of
Substitute Awards, not be less than the Fair Market Value of such Shares or
other securities as of the date such purchase right is granted. Additional terms
applicable to certain Other Stock-Based Awards are set forth in Section 10.

Section 10. Effect Of Termination On Certain Awards.

     Except as otherwise provided by the Committee at the time an Option or
stock appreciation right is granted or in any amendment thereto, if a
Participant ceases to be employed by, or serve as a non-employee director of,
the Company or any Affiliate, then:

     (a) if termination is for Cause, all Options and stock appreciation rights
held by the Participant shall be canceled as of the date of termination;

     (b) if termination is voluntary or involuntary without Cause, the
Participant may exercise each Option or stock appreciation right held by the
Participant within three months after such termination (but not after the
expiration date of such Award) to the extent such Award was exercisable pursuant
to its terms at the date of termination; provided, however, if the Participant
should die within three months after such termination, each Option or stock
appreciation right held by the Participant may be exercised by the Participant's
estate, or by any person who acquires the right to exercise by reason of the
Participant's death, at any time within a period of one year after death (but
not after the expiration date of the Award) to the extent such Award was
exercisable pursuant to its terms at the date of termination;

     (c) if termination is (i) by reason of retirement at a time when the
Participant is entitled to the current receipt of benefits under any retirement
plan maintained by the Company or any Affiliate (or alternatively, in the case
of a non-employee director, at a time when the Participant has served for five
full years or more and has attained the age of sixty), or (ii) by reason of
disability, each Option or stock appreciation right held by the Participant
shall, at the date of retirement or disability, become exercisable to the extent
of the total number of shares subject to the Option or stock appreciation right,
irrespective of the extent to which such Award would otherwise have been
exercisable pursuant to the terms of the Award at the date of retirement or
disability, and shall otherwise remain in full force and effect in accordance
with its terms;

     (d) if termination is by reason of the death of the Participant, each
Option or stock appreciation right held by the Participant may be exercised by
the Participant's estate, or by any person who acquires the right to exercise
such Award by reason of the Participant's death, to the extent of the total
number of shares subject to the Award, irrespective of the extent to which such
Award would have otherwise been exercisable pursuant to the terms of the Award
at the date of death, and such Award shall otherwise remain in full force and
effect in accordance with its terms.

     Section 11. General Provisions Applicable To Awards.

     (a) Awards shall be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law.


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     (b) Awards may, in the discretion of the Committee, be granted either alone
or in addition to or in tandem with any other Award. Awards granted in addition
to or in tandem with other Awards may be granted either at the same time as or
at a different time from the grant of such other Awards or awards.

     (c) Subject to the terms of the Plan, payments or transfers to be made by
the Company upon the grant, exercise or payment of an Award may be made in such
form or forms as the Committee shall determine including, without limitation,
cash, Shares, other securities, other Awards, or other property, or any
combination thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
dividend equivalents in respect of installment or deferred payments.
Notwithstanding the foregoing, in no event shall the Company extend any loan to
any Participant in connection with the exercise of an Award; provided, however,
that nothing contained herein shall prohibit the Company from maintaining or
establishing any broker-assisted cashless exercise program.

     (d) Unless the Committee shall otherwise determine, no Award and no right
under any Award shall be assignable, alienable, saleable or transferable by a
Participant otherwise than by will or by the laws of descent and distribution.
Each Award, and each right under any Award, shall be exercisable during the
Participant's lifetime only by the Participant or, if permissible under
applicable law, by the Participant's guardian or legal representative. The
provisions of this paragraph shall not apply to any Award which has been fully
exercised, earned or paid, as the case may be, and shall not preclude forfeiture
of an Award in accordance with the terms thereof.

     (e) All certificates for Shares or other securities delivered under the
Plan pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Shares or other
securities are then listed, and any applicable Federal or state securities laws,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

     (f) Every Award (other than an option or stock appreciation right) to a
member of the Executive Group shall, if the Committee intends that such Award
should constitute "qualified performance-based compensation" for purposes of
Section 162(m) of the Code, include a pre-established formula, such that
payment, retention or vesting of the Award is subject to the achievement during
a performance period or periods, as determined by the Committee, of a level or
levels, as determined by the Committee, of one or more of the following
performance measures: (i) Return on Net Assets, (ii) Revenue Growth, (iii)
Return on Common Equity, (iv) Total Shareholder Return, (v) Earnings Per Share,
(vi) Net Revenue Per Employee, (vii) Market Share, (viii) Return on Invested
Capital, or (ix) Net Income. For any Award subject to any such pre-established
formula, no more than 150,000 Shares can be paid in satisfaction of such Award
to any Participant, subject to adjustment as provided in Section 5(e).
Notwithstanding any provision of this Plan to the contrary, the Committee shall
not be authorized to increase the amount payable under any Award to which this
Section 11(f) applies upon attainment of such pre-established formula.


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     (g) Unless specifically provided to the contrary in any Award Agreement,
upon a Change in Control, all Awards shall become fully vested and exercisable,
and any restrictions applicable to any Award shall automatically lapse.

     Section 12. Amendments And Termination.

     (a) Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan, the Board may amend,
alter, suspend, discontinue, or terminate the Plan or any portion thereof at any
time; provided, however, that no such amendment, alteration, suspension,
discontinuation or termination shall be made without (i) shareholder approval
(A) if the effect thereof is to increase the number of Shares available for
issuance under the Plan or to expand the class of persons eligible to
participate in the Plan or (B) if such approval is necessary to comply with any
tax or regulatory requirement for which or with which the Board deems it
necessary or desirable to qualify or comply or (ii) the consent of the affected
Participant, if such action would adversely affect the rights of such
Participant under any outstanding Award. Notwithstanding anything to the
contrary herein, the Committee may amend the Plan in such manner as may be
necessary to enable the Plan to achieve its stated purposes in any jurisdiction
outside the United States in a tax-efficient manner and in compliance with local
rules and regulations.

     (b) The Committee may waive any conditions or rights under, amend any terms
of, or amend, alter, suspend, discontinue or terminate, any Award theretofore
granted, prospectively or retroactively, without the consent of any relevant
Participant or holder or beneficiary of an Award, provided, however, that no
such action shall impair the rights of any affected Participant or holder or
beneficiary under any Award theretofore granted under the Plan; and provided
further that, except as provided in Section 5(e), no such action shall reduce
the exercise price, grant price or purchase price of any Award established at
the time of grant thereof and provided further, that the Committee's authority
under this Section 12(b) is limited in the case of Awards subject to Section
11(f), as set forth in Section 11(f).

     (c) Except as noted in Section 11(f), the Committee shall be authorized to
make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of events (including, without limitation, the events
described in Section 5(e)) affecting the Company, or the financial statements of
the Company, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

     (d) Any provision of the Plan or any Award Agreement to the contrary
notwithstanding, in connection with a Business Combination, the Committee may
cause any Award granted hereunder to be canceled in consideration of a cash
payment or alternative Award made to the holder of such canceled Award equal in
value to the Fair Market Value of such canceled Award.

     (e) The Committee may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

     Section 13. Miscellaneous.

     (a) No employee, Participant or other person shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of
treatment of employees, Participants,


                                      -10-




<Page>


or holders or beneficiaries of Awards under the Plan. The terms and conditions
of Awards need not be the same with respect to each recipient.

     (b) The Committee may delegate to one or more officers or managers of the
Company, or a committee of such officers or managers, the authority, subject to
such terms and limitations as the Committee shall determine, to grant Awards to,
or to cancel, modify, waive rights with respect to, alter, discontinue, suspend
or terminate Awards held by, employees who are not officers or directors of the
Company for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended; provided, however, that any delegation to management shall conform with
the requirements of the corporate law of New Jersey and with the requirements,
if any, of the New York Stock Exchange, in either case as in effect from time to
time.

     (c) The Company shall be authorized to withhold from any Award granted or
any payment due or transfer made under any Award or under the Plan or from any
compensation or other amount owing to a Participant the amount (in cash, Shares,
other securities, other Awards, or other property) of withholding taxes due in
respect of an Award, its exercise, or any payment or transfer under such Award
or under the Plan and to take such other action (including, without limitation,
providing for elective payment of such amounts in cash, Shares, other
securities, other Awards or other property by the Participant) as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

     (d) Nothing contained in the Plan shall prevent the Company from adopting
or continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.

     (e) The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company or any Affiliate. Further,
the Company or the applicable Affiliate may at any time dismiss a Participant
from employment, free from any liability, or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement or in any
other agreement binding the parties. The receipt of any Award under the Plan is
not intended to confer any rights on the receiving Participant except as set
forth in such Award.

     (f) If any provision of the Plan or any Award is or becomes or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction, or as to any person
or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.

     (g) Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

     (h) No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash, other securities
or other property shall be paid or transferred in lieu of any fractional Shares,
or whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.


                                      -11-




<Page>


     Section 14. Effective Date Of Plan.

     The Plan shall be effective as of the date of its approval by the
stockholders of the Company.

     Section 15. Term Of The Plan.

     No Award shall be granted under the Plan after the tenth anniversary of the
effective date. However, unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award theretofore granted may extend beyond
such date, and the authority of the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall
extend beyond such date.


                                      -12-

</TEXT>
</DOCUMENT>
