Exhibit 10(o) 

BECTON, DICKINSON AND COMPANY 

  2004 EMPLOYEE AND DIRECTOR EQUITY-BASED 

  COMPENSATION PLAN 


As Amended and Restated as of March 27, 2007 


          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, Stock Appreciation Right, 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) “Stock
    Appreciation Right” shall mean a right
    to receive a payment, in cash and/or Shares, as determined by the Committee,
    equal in value to the excess of the Fair Market Value of a Share at the time
    the Stock Appreciation Right is exercised over the exercise price of the
Stock Appreciation Right. 


          (ee) “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. 


          (ff) “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. 


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          (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 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) The number of Shares originally available for issuance under the Plan was 9,000,000 shares. An additional 5,500,000 shares (the “Additional Shares”) shall be available for issuance under
the Plan, for a total of 14,500,000 available Shares, subject to adjustment as provided below. 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, (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, and (iii) the maximum number of Additional Shares that may be issued with respect to any Awards other than Awards of Options or Stock Appreciation Rights shall be 2,000,000. 


          (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, except as otherwise provided in Section 5(f). 


          (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.  Notwithstanding the foregoing, this
Section 5(c) will not apply to any such surrender or withholding of Shares occurring on or after November 21, 2006. 


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


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          (e) In the event 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 required in order to preserve the value of issued and outstanding Awards and to prevent diminution 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 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. 


          (g) Upon the exercise of any Stock Appreciation Rights, the greater of (i) the number of shares subject to the Stock Appreciation Rights so exercised, and (ii) the number of Shares, if any, that are
issued in connection with such exercise, shall be deducted from the number of Shares available for issuance under the Plan. 


          Section 6. Options and Stock Appreciation Rights. 


          The Committee is hereby authorized to grant Options and Stock Appreciation Rights 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 exercise price per Share under
    an Option or Stock Appreciation Right shall be determined by the Committee; provided,
  however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option or Stock Appreciation Right. The exercise price of
  a Substitute Award may be less than the Fair Market Value of a Share on the date of grant to the extent necessary for the value of Substitute Award to be substantially equivalent to the value of the award with respect to which the Substitute Award
  is issued, as determined by the Committee. 


          (b) The term of each Option and Stock Appreciation Right 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 or Stock Appreciation Right may be exercised in whole or in part, and, with respect to Options, 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. 


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


          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. In the event the vesting of any Award of Restricted Stock is subject to the achievement of performance goals, the performance period relating to such Award shall be at least twelve (12) months. Any Award of
Restricted Stock Units for which vesting is conditioned upon the achievement of performance goals shall be considered an award of Performance Units under Section 8. 


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


          (d) 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. 


          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 


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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, 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 (provided that no
rights to dividends and dividend equivalents shall be granted in tandem with an Award of Options or Stock Appreciation Rights). Subject to the terms of the Plan, the Committee shall determine the terms and conditions of such Awards. Shares or 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 


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disability, each Option or Stock Appreciation Right held by the Participant shall, at the date or 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.


          (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. In no event may an Award be transferred by a Participant for value. 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 


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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.


          (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.


          (h) Non-employee Directors of the Company shall be entitled to defer the receipt of any Shares that may become issuable to them under any Award in accordance with the terms of the 1996 Directors’
Deferral Plan, as the same may be hereinafter amended, or any other plan that may be established by the Company that provides for the deferred receipt of such Shares. 


          (i) Employees of the Company shall be entitled to defer the receipt of any Shares that may become issuable to them under any Award in accordance with the terms of the Deferred Compensation Plan, as
the same may be hereinafter amended, or any other plan that may be established by the Company that provides for the deferred receipt of such Shares. 


          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 


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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). In no event shall an outstanding Option or Stock Appreciation Right be cancelled and replaced with a new Option or Stock Appreciation Right with a lower exercise
price, without approval of the Company’s shareholders, except as provided in Section 5(e). 


          (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, 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 


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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.


          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. 


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