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BECTON, DICKINSON AND COMPANY




DEFERRED COMPENSATION AND RETIREMENT BENEFIT RESTORATION PLAN




AS AMENDED AND RESTATED AS OF OCTOBER 1, 2009




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	FOREWORD
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I Definitions 
	 	 	3	 
	 
	 	 	 	 
	Section 1.1 “Account” or Accounts”
	 	 	3	 
	Section 1.2 “Agreement”
	 	 	3	 
	Section 1.3 “Annual Open Enrollment Period”
	 	 	3	 
	Section 1.4 “Base Salary”
	 	 	3	 
	Section 1.5 “Beneficiary” or “Beneficiaries”
	 	 	3	 
	Section 1.6 “Board of Directors”
	 	 	3	 
	Section 1.7 “Bonus”
	 	 	3	 
	Section 1.8 “Change in Control”
	 	 	3	 
	Section 1.9 “Code”
	 	 	5	 
	Section 1.10 “Committee”
	 	 	5	 
	Section 1.11 “Common Stock”
	 	 	5	 
	Section 1.12 “Company”
	 	 	5	 
	Section 1.13 “Company Discretionary Credits”
	 	 	5	 
	Section 1.14 “Company Discretionary Credit Account”
	 	 	5	 
	Section 1.15 “Company Matching Credits”
	 	 	5	 
	Section 1.16 “Company Matching Credit Account”
	 	 	5	 
	Section 1.17 “Deferral Election”
	 	 	5	 
	Section 1.18 “Deferred Bonus”
	 	 	5	 
	Section 1.19 “Deferred Bonus Account”
	 	 	6	 
	Section 1.20 “Deferred Bonus Election”
	 	 	6	 
	Section 1.21 “Deferred Equity-Based Compensation”
	 	 	6	 
	Section 1.22 “Deferred Equity-Based Compensation Account”
	 	 	6	 
	Section 1.23 “Deferred Equity-Based Compensation Election”
	 	 	6	 
	Section 1.24 “Deferred Restoration Distribution”
	 	 	6	 
	Section 1.25 “Deferred Restoration Distribution Account”
	 	 	6	 
	Section 1.26 “Deferred Restoration Distribution Election”
	 	 	6	 
	Section 1.27 “Deferred Salary”
	 	 	6	 
	Section 1.28 “Deferred Salary Account”
	 	 	7	 
	Section 1.29 “Deferred Salary Election”
	 	 	7	 
	Section 1.30 “Deferred Stock Account”
	 	 	7	 
	Section 1.31 “Deferred Stock Election”
	 	 	7	 
	Section 1.32 “Disability”
	 	 	7	 
	Section 1.33 “Disabled”
	 	 	7	 
	Section 1.34 “Dividend Reinvestment Return”
	 	 	7	 
	Section 1.35 “Equity-Based Compensation”
	 	 	7	 
	Section 1.36 “Equity-Based Compensation Plan”
	 	 	8	 
	Section 1.37 “ERISA”
	 	 	8	 
	Section 1.38 “Fiscal Year”
	 	 	8	 
	Section 1.39 “Grandfathered Deferred Compensation Plan Deferrals”
	 	 	8	 
	Section 1.40 “Grandfathered Restoration Plan Benefit”
	 	 	8	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 1.41 “Investment Election”
	 	 	8	 
	Section 1.42 “Investment Options”
	 	 	9	 
	Section 1.43 “Other Stock-Based Awards”
	 	 	9	 
	Section 1.44 “Participant”
	 	 	9	 
	Section 1.45 “Performance Units”
	 	 	9	 
	Section 1.46 “Plan”
	 	 	9	 
	Section 1.47 “Plan Year”
	 	 	9	 
	Section 1.48 “Restricted Stock Units”
	 	 	9	 
	Section 1.49 “Restoration Plan”
	 	 	9	 
	Section 1.50 “Restoration Plan Benefit”
	 	 	9	 
	Section 1.51 “Retirement Plan”
	 	 	9	 
	Section 1.52 “SIP”
	 	 	9	 
	Section 1.53 “Separation from Service”
	 	 	9	 
	Section 1.54 “Specified Employee”
	 	 	9	 
	Section 1.55 “Spouse”
	 	 	10	 
	Section 1.56 “Stock Award Plan”
	 	 	10	 
	Section 1.57 “Stock Trust”
	 	 	10	 
	Section 1.58 “Total Eligible Compensation”
	 	 	10	 
	 
	 	 	 	 
	ARTICLE II Eligibility and Participation
	 	 	11	 
	 
	 	 	 	 
	Section 2.1 Eligibility
	 	 	11	 
	Section 2.2 Participation
	 	 	12	 
	 
	 	 	 	 
	ARTICLE III Deferral Elections and Deferral Periods
	 	 	15	 
	 
	 	 	 	 
	Section 3.1 Deferred Salary Election
	 	 	15	 
	Section 3.2 Deferred Bonus Election
	 	 	15	 
	Section 3.3 Deferred Equity-Based Compensation Election
	 	 	16	 
	Section 3.4 Company Matching Credits
	 	 	17	 
	Section 3.5 Company Discretionary Credits
	 	 	17	 
	Section 3.6 Deferred Restoration Distribution Election
	 	 	18	 
	Section 3.7 Deferral Period
	 	 	20	 
	Section 3.8 Modification of Deferral Period
	 	 	21	 
	 
	 	 	 	 
	ARTICLE IV Restoration Benefits
	 	 	23	 
	 
	 	 	 	 
	Section 4.1 Amount of Restoration Plan Benefit
	 	 	23	 
	Section 4.2 Pre-Retirement Restoration Death Benefit
	 	 	23	 
	Section 4.3 Early Retirement Adjustments
	 	 	23	 
	Section 4.4 Payment of Restoration Plan Benefits
	 	 	23	 
	Section 4.5 Payment of Restoration Plan Benefit Following Change in Control
	 	 	26	 
	Section 4.6 Restoration Plan Benefit on Account of Disability Retirement
	 	 	27	 






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TABLE OF CONTENTS
(continued)






	 	 	 	 	 
	 	 	Page
	ARTICLE V Participants’ Accounts
	 	 	29	 
	 
	 	 	 	 
	Section 5.1 Crediting of Employee Deferrals and Company Matching and
Discretionary Credits
	 	 	29	 
	Section 5.2 Investment Election
	 	 	29	 
	Section 5.3 Hypothetical Earnings
	 	 	29	 
	Section 5.4 Vesting
	 	 	32	 
	Section 5.5 Account Statements
	 	 	32	 
	 
	 	 	 	 
	ARTICLE VI Distributions and Withdrawals
	 	 	33	 
	 
	 	 	 	 
	Section 6.1 Timing of Distributions
	 	 	33	 
	Section 6.2 Form of Distribution
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VII General Provisions
	 	 	43	 
	 
	 	 	 	 
	Section 7.1 Unsecured Promise to Pay
	 	 	43	 
	Section 7.2 Plan Unfunded
	 	 	43	 
	Section 7.3 Designation of Beneficiary
	 	 	43	 
	Section 7.4 Expenses
	 	 	43	 
	Section 7.5 Voting Common Stock
	 	 	44	 
	Section 7.6 Non-Assignability
	 	 	44	 
	Section 7.7 Mandatory Deferral
	 	 	44	 
	Section 7.8 Employment/Participation Rights
	 	 	44	 
	Section 7.9 Severability
	 	 	45	 
	Section 7.10 No Individual Liability
	 	 	45	 
	Section 7.11 Tax and Other Withholding
	 	 	45	 
	Section 7.12 Applicable Law
	 	 	46	 
	Section 7.13 Incompetency
	 	 	46	 
	Section 7.14 Notice of Address
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VIII Administration
	 	 	47	 
	 
	 	 	 	 
	Section 8.1 Committee
	 	 	47	 
	Section 8.2 Claims Procedure
	 	 	47	 
	Section 8.3 Plan to Comply With Code Section 409A
	 	 	47	 
	 
	 	 	 	 
	ARTICLE IX Amendment, Termination and Effective Date
	 	 	48	 
	 
	 	 	 	 
	Section 9.1 Amendment of the Plan
	 	 	48	 
	Section 9.2 Termination of the Plan
	 	 	48	 
	Section 9.3 No Impairment of Benefits
	 	 	48	 
	Section 9.4 Effective Date
	 	 	48	 






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BECTON, DICKINSON AND COMPANY




DEFERRED COMPENSATION AND RESTORATION PLAN




As amended and Restated as of October 1, 2009




FOREWORD



Effective as of August 1, 1994 (the “Effective Date”), Becton, Dickinson and Company (the
“Company”) adopted the Becton, Dickinson and Company Salary and Bonus Deferral Plan (the “Plan”)
for the benefit of certain of its employees. The Plan is intended to be an unfunded plan of
deferred compensation primarily for the benefit of a select group of management and highly
compensated employees. To the extent that the Plan permits the voluntary deferral of bonuses, the
Plan is intended to amend and replace the Bonus Deferral Option of the Becton, Dickinson and
Company Executive Bonus Plan.



The purpose of the Plan is to permit those employees of the Company who are part of a select group
of management or highly compensated employees to defer, pursuant to the provisions of the Plan, a
portion of the salaries, bonuses and other remuneration (including certain equity-based
compensation) otherwise payable to them.



Effective as of August 15, 1996, the Board of Directors of the Company amended the Plan to permit
Participants to have their deferred salaries or deferred bonuses considered to be invested in
Common Stock of the Company, to permit those Participants to vote a number of shares of Common
Stock equal to the number considered to be held for their benefit under the Plan, and for certain
other purposes.



Effective as of November 1, 2001, the Plan was amended and restated to rename the Plan as the
Becton, Dickinson and Company Deferred Compensation Plan, and to modify the deferral opportunities
and the distribution and withdrawal options under the Plan, and to make certain other modifications
deemed desirable.



Effective as of March 22, 2004, the Plan was amended and restated to permit Participants to defer
certain equity-based compensation awarded under the Becton, Dickinson and Company Stock Award Plan
(the “Stock Award Plan”) and the Becton, Dickinson and Company 2004 Employee and Director
Equity-Based Compensation Plan (the “Equity-Based Compensation Plan”).



Effective as of January 1, 2005, the Plan was amended (in operation and through various separate
amendments and related documents) in several respects to comply with the requirements of Code
Section 409A. In addition, effective as of December 31, 2008, the Plan was further amended to: (1)
consolidate the provisions of the Becton, Dickinson and Company Retirement Benefit Restoration Plan
with this Plan (reflecting the consolidated administration of the two plans); and (2) bring the
consolidated Plan into compliance with the written plan requirements of Code Section 409A.
Notwithstanding any provision to the contrary in this Plan, each provision in this Plan shall be
interpreted to permit the deferral of compensation in accordance with Code Section 409A, and any
provision that would conflict with such requirements shall not be valid or enforceable.




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Effective as of October 1, 2009, the Plan was amended to allow Participants to change their
Investment Elections on a daily basis.




-2-









 








ARTICLE I

Definitions




	 	 	 
	Section 1.1

	 	“Account” or Accounts” means the bookkeeping account or accounts established under the Plan, if any, on behalf of a
Participant and includes earnings credited thereon or losses charged thereto.
	 
	 	 
	Section 1.2

	 	“Agreement” means an agreement entered into between an Eligible Employee and the Company, as agreed to by the
Compensation and Benefits Committee of the Board of Directors of the Company (or any committee successor thereto),
to participate in the provisions of this Plan related to Restoration Plan benefits and delineating certain terms
and conditions with respect to such participation including (but not limited to) the benefits (if any) that are to
be provided to the Eligible Employee in lieu of or in addition to the benefits described under the terms of this
Plan.
	 
	 	 
	Section 1.3

	 	“Annual Open Enrollment Period” means the annual period designated by the Committee, which ends not later than the
December 31 of a Plan Year, during which a Participant may make or change deferral and/or distribution elections
under this Plan.
	 
	 	 
	Section 1.4

	 	“Base Salary” means the base salary or wages otherwise taken into account under the SIP, determined in accordance
with the provisions of such plan, but without regard to the limitation on compensation otherwise required under
Code Section 401(a)(17), and without regard to any deferrals of the foregoing of compensation under this or any
other plan of deferred compensation maintained by the Company.
	 
	 	 
	Section 1.5

	 	“Beneficiary” or “Beneficiaries” means the beneficiary or beneficiaries who, pursuant to the provisions of this
Plan, is or are to receive the amount, if any, payable under this Plan upon the death of a Participant.
	 
	 	 
	Section 1.6

	 	“Board of Directors” means the Board of Directors of the Company.
	 
	 	 
	Section 1.7

	 	“Bonus” means the annual bonus payable under the Company’s Performance Incentive Plan, or any successor thereto.
	 
	 	 
	Section 1.8

	 	“Change in Control” of the Company means any of the following events:







     (1) 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
13(d)(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 1.8, the



-3-









 






following acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the Company, (iii)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any affiliated company, (iv) any acquisition by any
corporation pursuant to a transaction that complies with Sections 1.8(3)(A),
1.8(3)(B) and 1.8(3)(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.




     (2) Individuals who, as of April 24, 2000, 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 April 24,
2000 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 consents by or on behalf of a Person
other than the Board.




     (3) Consummation of a reorganization, merger, consolidation or sale or other
disposition of all or substantially 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



-4-









 






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




     (4) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.



	 	 	 
	Section 1.9

	 	“Code” means the Internal Revenue Code of 1986, as amended,
or any successor statute.
	 
	 	 
	Section 1.10

	 	“Committee” means the Plan Administrative Committee, which is
responsible for administering the Plan. The Committee shall
consist of three or more employees of the Company as
determined by, and appointed by, the Board of Directors. The
Committee may delegate pursuant to a written authorization
(including, by way of illustration, through a contract,
memorandum, or other written delegation document) any or all
of its responsibilities involving ongoing day-to-day
administration or ministerial acts, as set forth in this Plan
to one or more individuals or service-providers. In any case
where this Plan refers to the Committee, such reference is
deemed to be a reference to any delegate of the Committee
appointed for such purpose.
	 
	 	 
	Section 1.11

	 	“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.
	 
	 	 
	Section 1.12

	 	“Company” means Becton, Dickinson and Company and any
successor to such corporation by merger, purchase or
otherwise.
	 
	 	 
	Section 1.13

	 	“Company Discretionary Credits” means the amounts credited to
a Participant’s Company Discretionary Credit Account, if any,
pursuant to Section 3.5.
	 
	 	 
	Section 1.14

	 	“Company Discretionary Credit Account” means the bookkeeping
account established under Section 3.5, if any, on behalf of a
Participant and includes any earnings credited thereon or
losses charged thereto pursuant to Article IV.
	 
	 	 
	Section 1.15

	 	“Company Matching Credits” means the amounts credited to a
Participant’s Company Matching Credit Account, if any,
pursuant to Section 3.4.
	 
	 	 
	Section 1.16

	 	“Company Matching Credit Account” means the bookkeeping
account established under Section 3.4, if any, on behalf of a
Participant and includes any earnings credited thereon or
losses charged thereto pursuant to Article IV.
	 
	 	 
	Section 1.17

	 	“Deferral Election” means the Participant’s election to
participate in this Plan and defer amounts eligible for
deferral in accordance with the Plan terms. Except as the
context otherwise requires, references herein to Deferral
Elections include any subsequent modifications of a prior
Deferral Election.
	 
	 	 
	Section 1.18

	 	


“Deferred Bonus” means the amount of a Participant’s Bonus
that such Participant has elected to defer until a later year
pursuant to an election under







-5-









 








	 	 	 
	 

	 	Section 3.2. Reference in this
Plan to a Participant’s “Basic Deferred Bonus” shall mean the
first six percent (6%) of a Participant’s Bonus that such
Participant has elected to defer under this Plan in any Plan
Year. Reference in this Plan to a Participant’s
“Supplemental Deferred Bonus” shall mean any Bonus deferred
by a Participant under the Plan that does not constitute
Basic Deferred Bonus.
	 
	 	 
	Section 1.19

	 	“Deferred Bonus Account” means the bookkeeping account
established under Section 3.2 on behalf of a Participant, and
includes any earnings credited thereon or losses charged
thereto pursuant to Article IV.
	 
	 	 
	Section 1.20

	 	“Deferred Bonus Election” means the election by a Participant
under Section 3.2 to defer a portion of the Participant’s
Bonus until a later year.
	 
	 	 
	Section 1.21

	 	“Deferred Equity-Based Compensation” means the amount of a
Participant’s Equity-Based Compensation that such Participant
has elected to defer until a later year pursuant to an
election under Section 3.3.
	 
	 	 
	Section 1.22

	 	“Deferred Equity-Based Compensation Account” means the
bookkeeping account established under Section 3.3 on behalf
of a Participant, and includes any earnings credited thereon
or losses charged thereto pursuant to Section 5.3(b).
	 
	 	 
	Section 1.23

	 	“Deferred Equity-Based Compensation Election” means the
election by a Participant under Section 3.3 to defer a
portion of the Participant’s Equity-Based Compensation.
	 
	 	 
	Section 1.24

	 	“Deferred Restoration Distribution” means the amount of a
Participant’s distributable Restoration Plan Benefit that
such Participant has elected to defer under this Plan
pursuant to an election under Section 3.6.
	 
	 	 
	Section 1.25

	 	“Deferred Restoration Distribution Account” means the
bookkeeping account established under Section 3.6 on behalf
of a Participant, and includes any earnings credited thereon
or losses charged thereto pursuant to Article IV.
	 
	 	 
	Section 1.26

	 	“Deferred Restoration Distribution Election” means the
election by a Participant under Section 3.6 to defer all or a
portion of the Participant’s distributable Restoration Plan
Benefit.
	 
	 	 
	Section 1.27

	 	“Deferred Salary” means the amount of a Participant’s Base
Salary that such Participant has elected to defer until a
later year pursuant to an election under Section 3.1.
Reference in this Plan to a Participant’s “Basic Deferred
Salary” shall mean the first six percent (6%) of a
Participant’s Base Salary that such Participant has elected
to defer under the Plan in any Plan Year. Reference in this
Plan to a Participant’s “Supplemental Deferred Salary” shall
mean any Base Salary deferred by a Participant under the Plan
that does not constitute Basic Deferred Salary.






-6-









 






	 	 	 
	Section 1.28

	 	“Deferred Salary Account” means the bookkeeping account
established under Section 3.1 on behalf of a Participant, and
includes any earnings credited thereon or losses charged
thereto pursuant to Article V.
	 
	 	 
	Section 1.29

	 	“Deferred Salary Election” means the election by a
Participant under Section 3.1 to defer until a later year a
portion of his or her Base Salary.
	 
	 	 
	Section 1.30

	 	“Deferred Stock Account” means the bookkeeping account
established under Section 5.3(b) on behalf of a Participant
and includes, in addition to amounts stated in that Section,
any Dividend Reinvestment Return credited thereon.
	 
	 	 
	Section 1.31

	 	“Deferred Stock Election” means the election by a Participant
under Section 5.3(b) to have applicable deferred amounts
credited in the form of Common Stock to the Participant’s
Deferred Stock Account.
	 
	 	 
	Section 1.32

	 	“Disability” means a Participant’s total disability as
defined below and determined in a manner consistent with Code
Section 409A and the regulations thereunder:







	 	(i)	 	The Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or
	 
	 	(ii)	 	The Participant is, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Company.






A Participant will be deemed to have suffered a Disability if determined to be
totally disabled by the Social Security Administration.



	 	 	 
	Section 1.33

	 	“Disabled” means that a Participant is totally and
permanently disabled as defined in the Company’s Long-Term
Disability Plan. With respect to payments of amounts in
excess of a Participant’s Grandfathered Deferred Compensation
Plan Deferrals or Grandfathered Restoration Plan Benefit on
account of disability, the term “Disabled” means a disability
that meets the standard for disability under Code Section
409A and the guidance issued thereunder.
	 
	 	 
	Section 1.34

	 	“Dividend Reinvestment Return” means the amounts which are
credited to each Participant’s Deferred Stock Account
pursuant to Section 5.3(b) to reflect dividends declared by
the Company on its Common Stock.
	 
	 	 
	Section 1.35

	 	“Equity-Based Compensation” means (i) November 24, 2003,
awards granted under the Stock Award Plan and (ii) Restricted
Stock Units, Performance
Units, and Other Stock-Based Awards granted under Sections 7, 8, and 9 of the Equity-






-7-









 







	 	 	 
	 

	 	Based Compensation Plan, and does not include
any such awards that qualify as vested stock, restricted stock, stock option awards, or stock appreciation rights.
	 
	 	 
	Section 1.36

	 	“Equity-Based Compensation Plan” means the Becton, Dickinson and Company 2004 Employee and Director
Equity-Based Compensation Plan.
	 
	 	 
	Section 1.37

	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.
	 
	 	 
	Section 1.38

	 	“Fiscal Year” means the fiscal year of the Company, which currently is the twelve-month period commencing
on the first day of October and ending on the last day of September of the following calendar year.
	 
	 	 
	Section 1.39

	 	“Grandfathered Deferred Compensation Plan Deferrals” means amounts deferred under the terms of this Plan
as in effect as of December 31, 2004 (and the earnings credited thereon before, on or after January 1,
2005) for which (i) the Participant had a legally binding right as of December 31, 2004, to be paid the
amount, and (ii) such right to the amount was earned and vested as of December 31, 2004 and was credited
to the Participant’s Account.
	 
	 	 
	Section 1.40

	 	“Grandfathered Restoration Plan Benefit” means amounts deferred under the terms of the Restoration Plan as
in effect as of December 31, 2004 for which the Participant had a legally binding right as of December 31,
2004 and which amount was earned and vested as of December 31, 2004. The calculation of a Participant’s
Grandfathered Restoration Plan Benefit shall equal the present value of the amount to which the
Participant would have been entitled under the Restoration Plan if the Participant voluntarily terminated
employment on December 31, 2004, and received a payment of the benefits available from the Restoration
Plan on the earliest possible date allowed under the Restoration Plan to receive a payment of benefits
following the termination of employment, and received the benefits in the form with the maximum value.
Notwithstanding the foregoing, for any subsequent taxable year of the Participant, the Grandfathered
Restoration Plan Benefit may increase to equal the present value of the benefit the Participant actually
becomes entitled to, in the form and at the time actually paid, determined under the terms of the
Restoration Plan, as in effect on October 3, 2004, without regard to any further services rendered by the
Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to
benefits (other than the Participant’s election with respect to the time or form of an available benefit).
For purposes of calculating the present value of a benefit under this Section, actuarial assumptions and
methods to be used will be the same as those used to value benefits under the Becton, Dickinson and
Company Retirement Plan and shall otherwise be made in accordance
with Reg. §1.409A-6(a)(3)(i).
	 
	Section 1.41

	 	“Investment Election” means the Participant’s election to have deferred amounts credited with hypothetical
earnings credits (or losses) that track the investment






-8-









 







	 	 	 
	 

	 	performance of the Investment Options and/or Common
Stock in accordance with Article V.
	 
	 	 
	Section 1.42

	 	“Investment Options” means those hypothetical targeted investment options designated by the Committee as
measurements of the rate of return to be credited to (or charged against) amounts deferred to
Participants’ Accounts.
	 
	 	 
	Section 1.43

	 	“Other Stock-Based Awards” means awards granted under Section 9 of the Equity-Based Compensation Plan.
	 
	 	 
	Section 1.44

	 	“Participant” means a common law employee of the Company who meets the eligibility and participation
requirements set forth in Article II.
	 
	 	 
	Section 1.45

	 	“Performance Units” means awards granted under Section 8 of the Equity-Based Compensation Plan.
	 
	 	 
	Section 1.46

	 	“Plan” means the Becton, Dickinson and Company Deferred Compensation and Retirement Benefit Restoration
Plan as from time to time in effect. Previously, the terms of this Plan were determined under the terms
of the Restoration Plan and the Becton, Dickinson and Company Deferred Compensation Plan (previously the
Becton, Dickinson and Company Salary and Bonus Deferral Plan), which are hereby consolidated into a single
document.
	 
	 	 
	Section 1.47

	 	“Plan Year” means the calendar year.
	 
	 	 
	Section 1.48

	 	“Restricted Stock Units” means Restricted Stock Units granted under Section 7 of the Equity-Based
Compensation Plan.
	 
	 	 
	Section 1.49

	 	“Restoration Plan” means the Becton, Dickinson and Company Retirement Benefit Restoration Plan, as amended
and restated from time to time.
	 
	 	 
	Section 1.50

	 	“Restoration Plan Benefit” means the Participant’s benefit described in Article IV of this Plan.
	 
	 	 
	Section 1.51

	 	“Retirement Plan” means the Becton, Dickinson and Company Retirement Plan, as it may be amended and
restated from time to time.
	 
	 	 
	Section 1.52

	 	“SIP” means the Becton, Dickinson and Company Savings Incentive Plan.
	 
	 	 
	Section 1.53

	 	“Separation from Service” means a termination of employment or other separation from service from the
Company as described in Code Section 409A and the regulations thereunder.
	 
	 	 
	Section 1.54

	 	“Specified Employee” means a person identified in accordance with procedures adopted by the Committee that
reflect the requirements of Code Section 409A(a)(2)(B)(i) and applicable guidance thereunder.






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	Section 1.55

	 	“Spouse” means the individual to whom the Participant is legally married on the date of death or other
benefit commencement.
	 
	 	 
	Section 1.56

	 	“Stock Award Plan” means the Becton, Dickinson and Company Stock Award Plan as the same may be amended
from time to time.
	 
	 	 
	Section 1.57

	 	“Stock Trust” means the Becton, Dickinson and Company Deferred Salary and Bonus Trust established as of
August 15, 1996 between the Company and Wachovia Bank of North Carolina, N.A., as amended from time to
time thereafter.
	 
	 	 
	Section 1.58

	 	“Total Eligible Compensation” means the base salary or wages and bonus otherwise taken into account under
the SIP, determined in accordance with the provisions of such plan, but without regard to the limitation
on compensation otherwise required under Code Section 401(a)(17), and without regard to any deferrals of
the foregoing of compensation under this or any other plan of deferred compensation maintained by the
Company.






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ARTICLE II

Eligibility and Participation




Section 2.1 Eligibility.





	 	(a)	 	Only “Eligible Employees” who meet the conditions of this
Article II shall be eligible to become a Participant in this Plan. Unless the
Committee determines otherwise, any employee of the Company (or any subsidiary
or affiliate of the Company) who participates in the Retirement Plan and whose
benefits under the Retirement Plan are limited pursuant to the provisions
included in the Retirement Plan in order to comply with Code Sections
401(a)(17) or 415, shall be an Eligible Employee with respect to benefits
payable under Article IV and Section 3.6 (i.e., eligibility for the
restoration portion of the Plan). An “Eligible Employee” for purposes of
Sections 3.1, 3.2, 3.3, 3.4, and 3.5 (i.e., eligibility for the deferred
compensation portion of the Plan) is an individual who meets the following
requirements:






	 	(i)	 	the individual is a common law employee of a
unit of the Company (or of one of its subsidiaries) to which the Plan
has been adopted pursuant to a decision by, or with the approval of,
the Board of Directors;
	 
	 	(ii)	 	the individual is not a nonresident alien of
the United States receiving no United States source income within the
meaning of Sections 861(a)(3) or 911(d)(2) of the Code; and
	 
	 	(iii)	 	the employee has annualized Base Salary of
$100,000 or more for the calendar year in which the Deferral Election
is required to be made.






	 	(b)	 	The Committee shall have the ability to adjust, prospectively
for any Plan Year, the dollar limitation in Section 2.1(a)(iii). The Committee
may also:






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






provided, however, that any such designations shall be made in a manner
consistent with the requirements of Code Section 409A and the regulations
and other guidance thereunder to avoid adverse tax consequences to affected
Participants.



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	 	(c)	 	An employee who, at any time, ceases to meet the foregoing
eligibility requirements, as determined in the sole discretion of the
Committee, shall thereafter cease to be a Participant eligible to continue
making deferrals under the Plan, effective as of the first day of the Plan Year
coincident with or next following the date of such cessation of eligibility in
a manner consistent with the requirements of Code Section 409A and the
regulations and other guidance issued thereunder to avoid adverse tax
consequences to affected Participants, and any deferral elections then in
effect shall cease to be effective as of the first day of such Plan Year. In
such case, the individual may remain a Participant in the Plan with respect to
amounts already deferred prior to the date such individual ceased to be an
active Participant.





Section 2.2 Participation.





	 	(a)	 	General Rule. An Eligible Employee shall become an
active Participant in the Plan at such time as the Eligible Employee either:
(i) makes a timely Deferral Election pursuant to Subsections (b) and (c)
herein; and/or (ii) meets the requirements under Subsection (d) with respect to
eligibility for a Restoration Plan Benefit.
	 
	 	(b)	 	Deferral Election. As soon as practicable after the
Committee determines that an individual is an Eligible Employee, the Committee
shall provide the Eligible Employee with the appropriate election forms with
which to make a Deferral Election. The Eligible Employee shall make the
Deferral Election in the manner set forth in Section 2.2(c) and within the time
periods set forth in Article III. In the case of an employee who first becomes
an Eligible Employee under this Plan (and is not eligible for any other plan
with which this Plan is aggregated for purposes of Code Section 409A) during a
Plan Year, such Deferral Election may be made within the first thirty (30) days
of eligibility with respect to any Base Salary to be earned thereafter for the
remainder of the Plan Year. In the case of an employee who first becomes an
Eligible Employee under this Plan (and is not eligible for any other plan with
which this Plan is aggregated for purposes of Code Section 409A) during a Plan
Year, such Deferral Election within the first thirty (30) days of eligibility
may also be made with respect to any Equity-Based Compensation awarded or
granted at the time of hire and to be earned after the date of the Deferral
Election. If the Participant does not return the completed forms to the
Committee at such time as required by the Committee, the Participant will not
be allowed to participate in the Plan until the next Annual Open Enrollment
Period. All Deferral Elections hereunder (including any modifications of prior
Deferral Elections otherwise permitted under the Plan) may be made in
accordance with written, electronic or telephonic procedures prescribed by the
Committee.




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	 	(c)	 	Contents of Deferral Election. A Participant’s
Deferral Election must be made in the manner designated by the Committee and
must be accompanied by:






	 	(i)	 	any election to defer Base Salary and/or Bonus
and a single deferral period election with respect to Supplemental
Deferred Salary as well as a separate deferral period election with
respect to Supplemental Deferred Bonus, and;
	 
	 	(ii)	 	any election to defer Equity-Based Compensation
and a deferral period election with respect to Equity-Based
Compensation, as determined by the Committee;
	 
	 	(iii)	 	any election to defer payment of Restoration
Plan Benefits (if applicable) and any Company Discretionary Credits and
a separate deferral period election with respect to each such separate
category of deferral;
	 
	 	(iv)	 	an Investment Election (except with respect to
an Equity-Based Compensation Election, which shall automatically be
credited to a Deferred Stock Account for investment return purposes);
	 
	 	(v)	 	a designation of a Beneficiary or Beneficiaries
to receive any deferred amounts owed upon the Participant’s death;
	 
	 	(vi)	 	subject to Section 2.2(c)(i), a designation as
to the form of distribution for each separate year’s deferral and each
separate category of deferral (Company Matching Credit deferrals will
be subject to the Participant’s distribution option elections with
respect to Base Salary provided, however, that if the Participant does
not make a Base Salary election but does make a Bonus deferral
election, then the Participant’s Company Matching Credit deferrals will
be subject to the Participant’s distribution option elections with
respect to Bonus); provided, however, that if no specific election is
made with respect to any deferred amount, the Participant will be
deemed to have elected to receive such amounts in the form of a lump
sum distribution (in cash and, solely to the extent distributable
amounts are credited to the Participant’s Deferred Stock Account at the
time of the distribution, shares of Common Stock);
	 
	 	(vii)	 	an application for a policy of life insurance
under which the Participant is the insured and the Company is the sole
owner of and beneficiary under such policy; and
	 
	 	(viii)	 	such additional information as the Committee deems necessary or
appropriate.




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	 	(d)	 	Unless the Committee determines otherwise or unless otherwise
provided in an Agreement, if any, an Eligible Employee who participates in the
Retirement Plan and whose benefits under the Retirement Plan are limited
pursuant to the provisions included in the Retirement Plan in order to comply
with Code Sections 401(a)(17) or 415, shall automatically become a Participant
in this Plan with respect to benefits payable under Article IV.
	 
	 	(e)	 	The participation of any Participant may be suspended or
terminated by the Committee at any time, but no such suspension or termination
shall operate to reduce any benefits accrued by the Participant under the Plan
prior to the date of suspension or termination and, further, any such
suspension or termination may only be done in a manner consistent with the
requirements of Code Section 409A and the regulations and other guidance issued
thereunder to avoid adverse tax consequences to affected Participants.




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ARTICLE III

Deferral Elections and Deferral Periods




Section 3.1 Deferred Salary Election.





	 	(a)	 	Each Participant who has elected to defer the maximum pre-tax
elective deferral that is permitted for a calendar year under the SIP and under
Code Section 402(g) may make a Deferred Salary Election with respect to Base
Salary otherwise to be paid in such calendar year, provided that a valid
Deferred Salary Election is made by the date specified in Section 3.1(b). A
Participant may elect to defer from 1% to 75% of the Participant’s Base Salary
(in increments of 1%); provided, however, that the Participant must elect a
Deferred Salary amount of at least $5,000. Notwithstanding the foregoing, any
Deferred Salary Election must be made in a manner that will ensure that the
Participant is paid a sufficient amount of Base Salary that will allow adequate
amounts available for (i) any pre-tax elective deferrals under the SIP, and
(ii) any amounts to be deferred by the Participant in order to participate in
any other benefit programs maintained by the Company.
	 
	 	(b)	 	Except with respect to Deferred Salary Elections made by
Participants who first become eligible to participate during a Plan Year (which
elections must be made as specified in Section 2.2(b)), a Deferred Salary
Election with respect to Base Salary for a particular calendar year must be
made during the time period specified by the Committee, but in no event later
than the December 31 preceding the commencement of that calendar year or at
such earlier time as determined by the Committee. Once a Deferred Salary
Election is made, it shall be irrevocable after the final deadline established
by the Committee for making the election. Such Deferred Salary shall be
credited to the Participant’s Deferred Salary Account as of the first business
day after the last day of each payroll period.





Section 3.2 Deferred Bonus Election.





	 	(a)	 	Each Participant who agrees to defer the maximum pre-tax
elective deferral that is permitted for a calendar year under the SIP and under
Code Section 402(g) may elect to make a Deferred Bonus Election with respect to
a Bonus otherwise to be paid in the calendar year immediately following (or, in
the discretion of the Committee, in a later year following) the year of the
Participant’s Deferred Bonus Election. A Participant may elect to defer from 1%
to 100% of the Participant’s Bonus (in increments of 1%); provided, however,
that the Participant’s Deferred Bonus Election must result in a deferral of at
least $5,000.
	 
	 	(b)	 	A Deferred Bonus Election with respect to any Bonus to be
earned during a Fiscal Year must be made no later than the date that is six
months before




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	 	 	 	the end of the performance period (which performance period shall not be
less than twelve months) or such other earlier date designated by the
Committee. Once made, a Deferred Bonus Election cannot be changed or
revoked after the final deadline established by the Committee for making the
election, except as provided herein. Such Deferred Bonus shall be credited
to the Participant’s Deferred Bonus Account as of the first business day in
January of the year that the Bonus otherwise would have been paid to the
Participant in the absence of any deferral hereunder.





Section 3.3 Deferred Equity-Based Compensation Election.





	 	(a)	 	To the extent permitted by law on a tax deferred basis, each
Participant may elect to make a Deferred Equity-Based Compensation Election
with respect to Equity-Based Compensation otherwise to be granted in the
calendar year immediately following (or, in the discretion of the Committee, in
a later year following) the year of the Participant’s Deferred Equity-Based
Compensation Election. A Participant may elect to defer from 1% to 100% of the
Participant’s Equity-Based Compensation, and may make separate elections with
respect to each of the Participant’s Restricted Stock Units, Performance Units,
Other Stock-Based Awards, and awards under the Stock Award Plan, provided,
however, that the Participant’s total Equity-Based Compensation Election must
result in a deferral of at least 100 units of Equity-Based Compensation.
	 
	 	(b)	 	Except with respect to Deferred Equity-Based Compensation
Elections made by Participants who first become eligible to participate during
a Plan Year (which elections must be made as specified in Section 2.2(b)), a
Deferred Equity-Based Compensation Election with respect to any Equity-Based
Compensation to be granted in a particular calendar year must be made during
the time period specified by the Committee, but in no event later than the
December 31 preceding the commencement of that calendar year or at such earlier
time as determined by the Committee. Notwithstanding the foregoing, with
respect to a Deferred Equity-Based Compensation Election governing Restricted
Stock Units that are designated as performance-based compensation by the
Company and that qualify as performance-based compensation under Code Section
409A and any guidance thereunder, such Deferred Equity-Based Compensation
Election must be made no later than the date that is six months before the end
of the performance period (which performance period shall not be less than
twelve months) or such other earlier date designated by the Company, provided,
however, that to be eligible to make any such Deferred Equity-Based
Compensation Election the Participant must have provided services to the
Company (or one of its subsidiaries) from the later of the date the performance
period starts or the date the performance criteria are established through the
date the Deferred Equity-Based Compensation Election is made. Once made, a
Deferred Equity-Based Compensation Election cannot be changed or revoked after
the final deadline established




-16-









 






	 	 	 	by the Committee for making the election, except as provided herein. Such
Deferred Equity-Based Compensation shall be credited to the Participant’s
Deferred Equity-Based Compensation Account as soon as practicable after the
Equity-Based Compensation otherwise would vest and be paid, and will be
credited for investment tracking purposes to the Participant’s Deferred
Stock Account under Section 5.3(b).





Section 3.4 Company Matching Credits.





(a) Effective for deferrals made on or after January 1, 2008, if a Participant has
made a Deferred Salary Election in accordance with Section 3.1 or a Deferred Bonus
Election in accordance with Section 3.2, then the Participant shall be eligible to
have Company Matching Credits credited to the Participant’s Company Matching Credit
Account in accordance with Section 3.4(b). The maximum potential Company Matching
Credits for a Participant under this Plan for a Plan Year shall equal the difference
between 4.5% of Total Eligible Compensation minus the maximum Company matching
contribution available to the Participant under the SIP. That potential maximum
amount shall be credited to a Participant’s Company Matching Credit Account only if
the Participant has deferred at least 6% of Total Eligible Compensation, taking into
account deferrals under this Plan and pre-tax elective deferrals under the SIP. If
a Participant has deferred less than 6% of Total Eligible Compensation, taking into
account deferrals under this Plan and pre-tax elective deferrals under the SIP, then
the actual Company Matching Credits to be credited to a Participant’s Company
Matching Credit Account shall equal 75% of the total of the Participant’s Deferred
Salary and Deferred Bonus under this Plan plus the Participant’s pre-tax elective
deferrals under the SIP, less the matching contribution to which the Participant is
entitled under the SIP.




(b) Company Matching Credits under Section 3.4(a) shall be credited to the
Participant’s Company Matching Credit Account as soon as practicable as determined
by the Committee after such deferral is credited to the Participant’s Deferred
Salary Account and/or Deferred Bonus Account, but in no event less frequently than
on a annual basis, and shall be subject to the overall Plan Year limit on such
amounts described in Section 3.4(a) and the vesting schedule described in Article V.



Section 3.5 Company Discretionary Credits.





The Company may, in its sole discretion, provide for additional credits to all or
some Participants’ Accounts at any time. Such amounts shall be credited to the
Participant’s Company Discretionary Credit Account and shall be subject to the
vesting schedule established by the Company at the time such amounts are credited.



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Section 3.6 Deferred Restoration Distribution Election.





	 	(a)	 	General Rule. Each Participant who is eligible to
receive a Restoration Plan Benefit under the Plan may elect, in accordance with
this Section 3.6, to make a Deferred Restoration Distribution Election with
respect to a Restoration Plan Benefit that is otherwise to be paid to the
Participant. If a Participant makes such an election, the Participant must
elect to defer 100% of the value of the Participant’s applicable Restoration
Plan Benefit. To the extent a Participant’s Restoration Plan Benefit is
attributable to the final average pay benefit formula under the Retirement
Plan, the value of such Restoration Plan Benefit shall equal the actuarial
present value (at the time payment becomes due) of the portion of the
Participant’s (or Beneficiary’s) Restoration Plan Benefit based on the final
average pay formula, determined as of normal retirement age under the
Retirement Plan, based on the Applicable Interest Rate and the Applicable
Mortality Table (as such terms are defined in the Retirement Plan) used under
the Retirement Plan for calculating present value. To the extent a
Participant’s Restoration Plan Benefit is attributable to the cash balance
benefit formula under the Retirement Plan, the value of such Restoration Plan
Benefit shall equal the Participant’s Restoration Plan Benefit hypothetical
account balance at such time. Once deferred, such amounts shall be credited to
the Participant’s Deferred Restoration Distribution Account as provided for in
Article V. Amounts held in a Deferred Restoration Distribution Account may not
be paid in the form of an annuity and may only be paid in a form otherwise
available to amounts credited to a Deferred Salary Account, as provided for in
Article VI.
	 
	 	(b)	 	Grandfathered Restoration Plan Benefit. With respect
to amounts equal to a Participant’s Grandfathered Restoration Plan Benefit, a
Deferred Restoration Distribution Election with respect to any amounts payable
during a particular calendar year must be made at least one year before the
date that the Grandfathered Restoration Plan Benefit is otherwise payable to
the Participant pursuant to Section 4.4. Once made, such a Deferred
Restoration Distribution Election cannot be changed or revoked except as
provided herein. If the Participant otherwise becomes entitled to a
distribution of a Restoration Plan Benefit after having made such an election
and before the end of such one-year period, such election shall be ineffective
and the applicable Restoration Plan Benefit payment shall not be deferred
hereunder. Any such Deferred Restoration Distribution shall be credited to the
Participant’s Deferred Restoration Distribution Account as soon as practicable
after such amount would otherwise have been payable to the Participant. The
amount in the Participant’s Deferred Restoration Distribution Account
attributable to the Participant’s Grandfathered Restoration Plan Benefit shall
be payable under this Plan as follows:




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	 	(i)	 	If the Participant has otherwise made a
Deferred Salary Election under Section 3.1 for the year that the
Participant made a Deferred Restoration Distribution Election, the
amount credited to the Participant’s Deferred Restoration Distribution
Account shall be payable at the same time and in the same form of
distribution as any such Deferred Salary.
	 
	 	(ii)	 	If the Participant has not made a Deferred
Salary Election but has otherwise made a Deferred Bonus Election under
Section 3.2 for the year that the Participant made a Deferred
Restoration Distribution Election, the amount credited to the
Participant’s Deferred Restoration Distribution Account shall be
payable at the same time and in the same form of distribution as any
such Deferred Bonus.
	 
	 	(iii)	 	If the Participant has not made a Deferred
Salary Election under Section 3.1 nor a Deferred Bonus Election under
Section 3.2 for the year that the Participant made a Deferred
Restoration Distribution Election, the amount credited to the
Participant’s Deferred Restoration Distribution Account equal to a
Participant’s Grandfathered Restoration Plan Benefit shall be payable
in the form of a single lump sum payment at the Participant’s
termination of employment unless the Participant makes an election to
change the time and form of payment of such amount in accordance with
the terms of this Plan.






	 	(c)	 	Non-Grandfathered Restoration Plan Benefit. A
Participant’s Deferred Restoration Distribution Election with respect to
amounts in excess of a Participant’s Grandfathered Restoration Plan Benefit
payable during a particular calendar year must specify the time and form of
payment otherwise the Participant’s Deferred Restoration Plan Benefit shall be
payable in the form of a single lump sum payment at the Participant’s
termination of employment. In addition, such Deferred Restoration Distribution
Election shall not be effective unless the following requirements are met:






	 	(i)	 	the election will not take effect until at
least twelve months after the date on which the election is made and
will not be recognized with respect to payments that would otherwise
have commenced during such twelve-month period;
	 
	 	(ii)	 	except for payments made on account of a
Participant’s death, the first payment with respect to which such
election is made shall be deferred for a period of not less than five
years from the date such payment would otherwise have been made;




-19-









 







	 	(iii)	 	any election related to payments that would
otherwise have commenced as of a specified time, as opposed to the
Participant’s Separation from Service, may not be made less than twelve
months prior to the date on which such payments would otherwise have
commenced; and
	 
	 	(iv)	 	any such additional deferral election shall not
be effective if it would otherwise result in deferring amounts later
than the mandatory distribution provisions of Article VI.





Section 3.7 Deferral Period.





	 	(a)	 	In accordance with Section 2.2(b), and subject to the
limitation of Section 3.7(b), each Participant must elect the deferral period
for each separate category of deferral (including, effective for deferral
elections made on or after January 1, 2005, any Restoration Plan Benefit or
part thereof credited to a Participant’s Deferred Restoration Distribution
Account). Subject to the additional deferral provisions of Section 3.8 and the
acceleration provisions of Article VI, a Participant’s deferral period with
respect to amounts deferred other than those described in Section 3.7(b) may be
for a specified number of years or until a specified date, subject to any
limitations that the Committee in its discretion may choose to apply (which
limitations shall comply with the requirements for tax deferral under Code
Section 409A), provided that, in all events, a deferral period must be for at
least two (2) years from the first day of the Plan Year in which the deferred
amounts would otherwise be payable (or, in the case of amounts described in
Section 3.4, credited to the Participant’s Account). However, notwithstanding
the deferral period otherwise specified, payments shall be paid or begin to be
paid under the Plan in accordance with the mandatory distribution provisions in
Article VI and any election which would otherwise result in a deferral beyond
any applicable mandatory distribution age is invalid.
	 
	 	(b)	 	Notwithstanding the provisions of Section 3.7(a) and Section
2.2(b), and subject to Section 6.1(f):






	 	(i)	 	all Basic Deferred Salary deferred by a
Participant pursuant to Section 3.1,
	 
	 	(ii)	 	all Basic Deferred Bonus deferred by a
Participant pursuant to Section 3.2, and
	 
	 	(iii)	 	all Company Matching Credits credited to a
Participant’s Company Matching Credit Account pursuant to Section 3.4






shall be deferred until the Participant’s Separation from Service and may
not be deferred to a specified date prior to such Participant’s Separation
from Service. The foregoing notwithstanding, in any case where the



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Participant is a Specified Employee, payment of the amounts under this
Section 3.7(b) on account of the Participant’s Separation from Service shall
be deferred until as soon as practicable after the earlier of (i) the first
day of the seventh month following the Participant’s Separation from Service
(without regard to whether the Participant is reemployed on that date), or
(ii) the date of the Participant’s death, subject to any permitted further
deferral election on account of a change in form of payment.



Section 3.8 Modification of Deferral Period.





	 	(a)	 	Additional Deferral — Grandfathered Deferrals. With
respect to any previously deferred Grandfathered Deferred Compensation Plan
Deferrals or Grandfathered Restoration Plan Benefit credited to a Participant’s
Accounts, a Participant may request that the Committee approve an additional
deferral period of at least two (2) years from the date the previously deferred
amounts were otherwise payable. Any such request must be made by written
notice to the Committee at least twelve (12) months before the expiration of
the deferral period for any previously deferred amount with respect to which an
additional deferral election is requested. A separate additional deferral
election is required to be made for each separate category of previously
deferred amounts that is treated as subject to a single deferral period
election under Section 2.2(b) above. Each such additional deferral election
request shall include a newly designated manner of payment election in
accordance with the provisions of Section 6.2 below. No more than two such
extensions may be elected by a Participant with respect to any specific
deferred amount and no such additional deferral may result in amounts deferred
beyond the mandatory distribution provisions of Article VI.
	 
	 	(b)	 	Additional Deferral — Non-Grandfathered Deferrals.
With respect to any deferred amounts credited to a Participant’s Accounts in
excess of a Participant’s Grandfathered Deferred Compensation Plan Deferrals or
Grandfathered Restoration Plan Benefit an additional deferral election
otherwise described in Section 3.8(a) may be made, provided that such election
shall not be effective unless the following requirements are met:






	 	(i)	 	the election will not take effect until at
least twelve months after the date on which the election is made and
will not be recognized with respect to payments that would otherwise
have commenced during such twelve-month period;
	 
	 	(ii)	 	except for payments made on account of a
Participant’s death or financial hardship under Section 6.1(f), the
first payment with respect to which such election is made shall be
deferred for a period of not less than five years from the date such
payment would otherwise have been made;




-21-









 






	 	(iii)	 	any election related to payments that would
otherwise have commenced as of a specified time, as opposed to the
Participant’s Separation from Service, may not be made less than twelve
months prior to the date on which such payments would otherwise have
commenced; and
	 
	 	(iv)	 	any such additional deferral election shall not
be effective if it would otherwise result in deferring amounts later
than the mandatory distribution age provisions of Article VI.






	 	(c)	 	Accelerated Distribution For Grandfathered Deferrals.
With respect to any Grandfathered Deferred Compensation Plan Deferrals or
Grandfathered Restoration Plan Benefit credited to a Participant’s Accounts, a
Participant may request that the Committee approve an accelerated deferral date
with respect to amounts that are not otherwise payable for at least three (3)
years from the date of such request, provided that the resulting accelerated
deferral date may not be any earlier than two (2) years from the date of such
Participant election. A separate deferral modification election is required to
be made for each separate category of previously deferred amount that is
treated as subject to a single deferral period election under Section 2.2(b)
above. Each such modified deferral period request shall include a newly
designated manner of payment election in accordance with the provisions of
Section 6.2 below. No more than two such modifications may be elected by a
Participant with respect to any specific deferred amount. No such election may
be made with respect to any amounts deferred under this Plan in excess of any
Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration
Plan Benefit credited to a Participant’s Accounts.




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ARTICLE IV

Restoration Benefits




	 	 	 
	Section 4.1

	 	Amount of Restoration Plan Benefit.
	 
	 	 
	 

	 	A Participant’s Restoration Plan Benefit hereunder shall equal the excess (if any)
of (i) the benefit that would have been payable under the Retirement Plan in respect
of the Participant in the absence of the provisions included in the Retirement Plan
in order to comply with Sections 401(a)(17) and 415 of the Code, over (ii) the
benefit actually payable in respect of the Participant under the Retirement Plan.
	 
	 	 
	Section 4.2

	 	Pre-Retirement Restoration Death Benefit.
	 
	 	 
	 

	 	In the event of the death of a Participant before Restoration Plan Benefits have
commenced to be paid hereunder (a pre-retirement death), the Participant’s
Beneficiary shall be entitled to a benefit equal to the excess (if any) of (i) the
benefit that would have been payable under the Retirement Plan to the Beneficiary on
account of the Participant’s death in the absence of the provisions included in the
Retirement Plan in order to comply with Sections 401(a)(17) and 415 of the Code,
over (ii) the benefit actually payable to the Beneficiary on account of the
Participant’s death under the Retirement Plan. Such benefit is hereinafter referred
to as a “Restoration Plan Death Benefit.” Subject to Section 4.5, and
notwithstanding the provisions of Section 4.4 (and any procedures adopted
thereunder), and unless provided otherwise in a Participant’s Agreement, if any, the
Restoration Plan Death Benefit payable to a Beneficiary on account of a
Participant’s death before Restoration Plan Benefits have been paid or commenced to
be paid hereunder (a pre-retirement death) shall be paid to the Participant’s
Beneficiary in a cash lump sum as soon as practicable following the earliest date
that any such pre-retirement death benefit would otherwise be payable to such
Beneficiary under the Retirement Plan (whether or not such Retirement Plan benefit
is actually paid or commenced at such date).
	 
	 	 
	Section 4.3

	 	Early Retirement Adjustments.
	 
	 	 
	 

	 	The calculations made in Sections 4.1 and 4.2 shall reflect any applicable
adjustments under the Retirement Plan for early commencement and the form of benefit
elected.
	 
	 	 
	Section 4.4

	 	Payment of Restoration Plan Benefits.







	 	(a)	 	Grandfathered Restoration Plan Benefit. Subject to
Section 4.5, the further provisions of this Article IV, and a Participant’s
Agreement, if any, and unless deferred under Section 3.6, a Participant’s
Grandfathered Restoration Plan Benefit shall be paid to a Participant at such
time and in such form as determined in accordance with procedures adopted and
approved by the Compensation and Benefits Committee of the Board of Directors
of the Company (or any committee successor thereto), which




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	 	 	 	procedures were in effect as of October 3, 2004. A copy of such procedures
is attached hereto as Attachment A.
	 
	 	(b)	 	Non-Grandfathered Restoration Plan Benefit.1
Except as otherwise provided herein, or otherwise provided in a Participant’s
Agreement, if any, and unless deferred under Section 3.6, Restoration Plan
Benefit amounts in excess of the Grandfathered Restoration Plan Benefit shall
be payable to a Participant as follows:






	 	(i)	 	Normal Form of Payment. A
Participant’s vested Restoration Plan Benefit shall be paid in the
“Normal Form of Payment,” which is a single lump sum payment determined
as follows:






	 	(A)	 	FAP Participant. With
respect to a Participant whose Restoration Plan Benefit is
determined using the final average pay formula under the
Retirement Plan, the Normal Form of Payment shall be a single
lump sum payment that shall equal the actuarial present value
(at the time payment becomes due) of the Participant’s
Restoration Plan Benefit based on the final average pay formula,
determined as of normal retirement age under the Retirement
Plan, based on the Applicable Interest Rate and the Applicable
Mortality Table (as such terms are defined in the Retirement
Plan) used under the Retirement Plan for calculating present
values.
	 
	 	(B)	 	Cash Balance Participant.
With respect to a Participant whose Restoration Plan Benefit is
determined using the cash balance formula under the Retirement
Plan, the Normal Form of Payment shall be a single lump sum
payment equal to the Participant’s Restoration Plan Benefit (at
the time payment becomes due) determined in accordance with
Section 4.1, expressed as an account balance benefit.







 




			
	1	 	By way of reference, the Retirement Plan was amended
effective April 1, 2007 to add a cash balance formula for determining the
benefits available under the Retirement Plan. Pursuant to the terms of the
Retirement Plan, the cash balance formula is used to determine the benefits of
participants who were hired by the Company on or after April 1, 2007 as well as
those participants who were actively participating in the Retirement Plan on
that date and who affirmatively elected to be covered under the cash balance
provisions of the Plan. The benefits of participants who were active prior to
April 1, 2007 and who did not elect cash balance coverage are determined under
the Retirement Plan’s final average pay formula. If any such participant
terminates and is subsequently reemployed, that participant’s benefit for
service performed after reemployment will be determined under the cash balance
provisions of the Retirement Plan, whereas his benefit attributable to his
prior employment will be determined under the final average pay provisions of
the Retirement Plan. Consistent with Section 409A and the guidance issued
thereunder, and as confirmed in Q&A 39 of the ABA Section of Taxation’s 2008
IRS Q&A Report, this Plan provides different time and form of payment with
respect to separately identifiable amounts attributable to Restoration Plan
Benefits calculated using the cash balance formula versus those calculated
using the final average pay formula.




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	 	(C)	 	FAP and Cash Balance
Participant. For a Participant whose Restoration Plan
Benefit is determined using both the final average pay formula
and the cash balance formula under the Retirement Plan, the
Normal Form of Payment with respect to the portion of the
Participant’s Restoration Plan Benefit calculated using the
final average pay formula under the Retirement Plan shall be as
described in subparagraph (A) and the Normal Form of Payment
with respect to the portion of the Participant’s Restoration
Plan Benefit calculated using the cash balance formula under the
Retirement Plan shall be as described in subparagraph (B) above.






	 	(ii)	 	Timing of Payment. A Participant’s
vested Restoration Plan Benefit shall be paid or commence to be paid in
the Normal Form of Payment as follows:






	 	(A)	 	FAP Participant. Subject
to subparagraph (D) below, if a Participant’s Restoration Plan
Benefit is determined using the final average pay formula under
the Retirement Plan, amounts shall commence to be paid as soon
as practicable after the later of (I) the Participant’s
Separation from Service or (II) the earliest date on which the
Participant first becomes eligible to receive or commence
receiving benefits under the Retirement Plan after Separation
from Service (i.e., the earlier of attainment of age 55 with 10
years of service as determined under the Retirement Plan or age
65) regardless of the time benefits are actually paid or
commence to be paid under the Retirement Plan.
	 
	 	(B)	 	Cash Balance Participant.
Subject to subparagraph (D) below, if a Participant’s
Restoration Plan Benefit is determined using the cash balance
formula under the Retirement Plan, amounts shall be paid as soon
as practicable after the Participant’s Separation from Service.
	 
	 	(C)	 	FAP and Cash Balance
Participant. Subject to subparagraph (D) below, if a
Participant’s Restoration Plan Benefit is determined using both
the final average pay formula and the cash balance formula under
the Retirement Plan, payment shall commence with respect to the
portion of the Participant’s Restoration Plan Benefit calculated
using the final average pay formula under the Retirement Plan on
the date described in subparagraph (A) above and payment shall
commence with respect to the portion of the Participant’s
Restoration Plan Benefit calculated using the




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	 	 	 	cash balance formula under the Retirement Plan on the date
described in subparagraph (B) above.
	 
	 	(D)	 	Specified Employee. In
any case where the Participant is a Specified Employee and the
Participant’s Restoration Plan Benefit in excess of the
Participant’s Grandfathered Restoration Plan Benefit is payable
on account of the Specified Employee’s Separation from Service,
the Participant’s Restoration Plan Benefit under this Section
shall be paid or commence to be paid as soon as practicable
following the earlier of (I) or (II) where: (I) is the later of
(A) the date otherwise provided under the Plan or (B) the first
day of the seventh month following the Participant’s Separation
from Service (without regard to whether the Participant is
reemployed on that date); and (II) is the date of the
Participant’s death.






	 	(iii)	 	The Participant’s ability to elect an
alternate form of distribution other than the Normal Form of Payment is
described in Section 6.2. The death benefits attributable to a
Participant’s Restoration Plan Benefit under the Plan in the event of
the Participant’s death after Restoration Plan Benefit payments have
commenced, if any, will be determined pursuant to the terms of the form
of payment elected by the Participant.





Section 4.5 Payment of Restoration Plan Benefit Following Change in Control.





	 	(a)	 	Grandfathered Restoration Plan Benefit.
Notwithstanding the provisions of Section 4.4 (and any procedures adopted
thereunder), and unless provided otherwise in a Participant’s Agreement, if
any, each Participant’s Grandfathered Restoration Plan Benefit shall (to the
extent not previously paid or commenced to be paid) be paid to the Participant
in a cash lump sum as soon as practicable, but not later than 45 business days,
after a Participant’s termination of employment following a Change in Control.
	 
	 	(b)	 	Non-Grandfathered Restoration Plan Benefit — FAP
Participant. Notwithstanding the provisions of Sections 4.4(b)(ii)(A) and
4.4(b)(ii)(C) (and any procedures adopted thereunder), and unless provided
otherwise in a Participant’s Agreement, if any, a Participant’s Restoration
Plan Benefit that is determined using the final average pay formula under the
Retirement Plan and that is in excess of his Grandfathered Restoration Plan
Benefit, if any, shall (to the extent not previously paid or commenced to be
paid) be paid to the Participant in a cash lump sum as soon as practicable, but
not later than 45 business days, after the Participant’s Separation from
Service following a Change in Control; provided, however, that such a
distribution shall only be made if: (i) the Change in Control satisfies the
requirements of Code Section 409A(a)(2)(A)(v) (and




-26-









 







	 	 	 	the guidance issued thereunder) and such Separation from Service occurs
within 2 years of the Change in Control; or (ii) distribution may otherwise
be made under this Plan on account of Separation from Service.
	 
	 	(c)	 	Specified Employee. In any case where the Participant
is a Specified Employee and the Participant’s Restoration Plan Benefit in
excess of the Participant’s Grandfathered Restoration Plan Benefit is payable
pursuant to Section 4.5(b) on account of the Specified Employee’s Separation
from Service within 2 years of a qualified Change in Control, payment of the
Participant’s Restoration Plan Benefit under this Section shall be deferred
until the earlier of (i) first day of the seventh month following the
Participant’s Separation from Service (without regard to whether the
Participant is reemployed on that date), or (ii) the date of the Participant’s
death.





Section 4.6 Restoration Plan Benefit on Account of Disability Retirement.





	 	(a)	 	Grandfathered Restoration Plan Benefit.
Notwithstanding the provisions of Section 4.4 (and in accordance with any
procedures adopted thereunder), and unless provided otherwise in a
Participant’s Agreement, if any, a Participant who terminates employment on
account of a Disability Retirement (as determined under the Retirement Plan)
may make a written request to the Committee to receive payment of his
Grandfathered Restoration Plan Benefit in a single lump sum as soon as
practicable thereafter; provided however, that payment to a Participant under
this Section 4.6 shall only be made if the Committee, in its sole and absolute
discretion, determines to make such payment. Any decision by the Committee
hereunder shall be final and binding. If a Participant’s request is denied,
payment of the Participant’s Plan benefits shall be made in accordance with the
otherwise applicable provisions of the Plan (and any procedures then in
effect).
	 
	 	(b)	 	Non-Grandfathered Restoration Plan Benefit.
Notwithstanding anything in the Plan to the contrary, if a Participant suffers
a Disability and becomes Disabled, that portion of the Participant’s
Restoration Plan Benefit in excess of the Grandfathered Restoration Plan
Benefit shall be paid on account of Disability in the form of a single lump sum
cash payment as soon as practicable following the later of (i) the date the
Participant attains age 65; or (ii) the date of the Participant’s Disability.
The amount of any such lump sum payment in respect of a Disabled Participant
hereunder whose Restoration Plan Benefit is determined using the final average
pay formula under the Retirement Plan shall equal the actuarial present value
of the Participant’s vested Restoration Plan Benefit determined as of the date
such benefit payment becomes due hereunder, based on the Applicable Interest
Rate and the Applicable Mortality Table (as such terms are defined in the
Retirement Plan) used under the Retirement Plan for calculating the present
value of optional forms of




-27-









 






	 	 	 	payment at the time payment is due under the Plan. The amount of any such
lump sum payment in respect of a Disabled Participant hereunder whose
Restoration Plan Benefit is determined using the cash balance formula under
the Retirement Plan shall be the Participant’s Restoration Plan Benefit as
of the date such benefit payment becomes due hereunder, determined in
accordance with Section 4.1. If such a Participant dies or incurs a
Separation from Service prior to the date of payment under this Section
4.6(b), payment shall be made in accordance with the otherwise applicable
provisions of this Plan.




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ARTICLE V

Participants’ Accounts




	 	 	 
	Section 5.1

	 	Crediting of Employee Deferrals and Company Matching and Discretionary Credits.
	 
	 	 
	 

	 	Deferrals to this Plan that are made under Article III shall be credited to the
Participant’s Accounts in accordance with such rules established by the Committee
from time to time. Each Participant’s Accounts shall be administered in a way to
permit separate Deferral Elections, deferral periods, and Investment Elections with
respect to various Plan Year deferrals and compensation types as the Committee
determines, in its sole discretion, are necessary or appropriate.
	 
	 	 
	Section 5.2

	 	Investment Election.
	 
	 	 
	 

	 	Participants’ Investment Elections with respect to deferred amounts hereunder shall
be made pursuant to the written, telephonic or electronic methods prescribed by the
Committee and subject to such rules on Investment Elections and Investment Options
as established by the Committee from time to time. Upon receipt by the Committee,
and in accordance with rules established by the Committee, an Investment Election
shall be effective as soon as practicable after receipt and processing of the
election by the Committee. Investment Elections will continue in effect until
changed by the Participant. An eligible Participant may change a prior Investment
Election (or default Investment Election) with respect to deferred amounts on a
daily basis, by notifying the Committee, at such time and in such manner as approved
by the Committee. Any such changed Investment Election may result in amending
Investment Elections for prior deferrals or for future deferrals or both.
	 
	 	 
	Section 5.3

	 	Hypothetical Earnings.







	 	(a)	 	General. Subject to Section 5.2, except as otherwise
provided herein, additional hypothetical bookkeeping amounts shall be credited
to (or deducted from) a Participant’s Accounts to reflect the earnings (or
losses) that would have been experienced had the deferred amounts been invested
in the Investment Options selected by the Participant as targeted rates of
return, net of all fees and expenses otherwise associated with the Investment
Options. The Committee may add or delete Investment Options, on a prospective
basis, by notifying all Participants whose Accounts are hypothetically invested
in such Investment Options, in advance, and soliciting elections to transfer
deferred amounts so that they track investments in other Investment Options
then available.
	 
	 	(b)	 	Company Stock Investment Option. Instead of having
deferred amounts credited with hypothetical earnings (or losses) in accordance
with Section 5.3(a), and subject to Section 5.2, a Participant may elect to
have all or part of the Participant’s deferred amounts (in whole percentage




-29-









 






	 	 	 	increments) credited in the form of Common Stock to a Deferred Stock
Account. Such an election may be made as a part of the Participant’s
Deferral Election and thereafter on the same basis as Participants are
permitted to make other Investment Elections and using the same or similar
procedures as Participants use to make other Investment Elections under
Section 5.2. In addition, any amounts credited to a Participant’s Accounts
other than the Participant’s Deferred Stock Account may be transferred for
hypothetical investment tracking purposes to the Participant’s Deferred
Stock Account. In all events, once amounts are credited to a Participant’s
Deferred Stock Account, no Investment Election may cause amounts credited to
a Participant’s Deferred Stock Account to be transferred for hypothetical
investment tracking purposes to a Participant’s Accounts other than the
Participant’s Deferred Stock Account. All distributions of amounts credited
to a Participant’s Deferred Stock Account may only be distributed in whole
 shares of Common Stock (with cash for fractional shares).
	 
	 	 	 	A Participant’s Deferred Stock Account will be credited:






	 	(i)	 	as of the first business day after the last day
of each bi-weekly payroll period, with the number of shares of Common
Stock (in whole shares and fractional shares, as determined by the
Committee) determined by dividing the Participant’s deferred amounts
attributable to Deferred Salary for such bi-weekly payroll period
subject to the Deferred Stock Election by the price for shares of
Common Stock, determined by the Committee, as of the day such deferred
amounts are credited to the Participant’s Account; and
	 
	 	(ii)	 	annually, as of the first business day in
January of each calendar year, with the number of shares of Common
Stock (in whole shares and fractional shares, as determined by the
Committee) determined by dividing the portion of the Participant’s
Deferred Bonus and Company Matching Credits subject to the Deferred
Stock Election by the price for shares of Common Stock, determined by
the Committee, as of the day such deferred amounts are credited to the
Participant’s Accounts; and
	 
	 	(iii)	 	at such other times as the Committee
determines with respect to all other deferred amounts under the Plan,
with the number of shares of Common Stock (in whole shares and
fractional shares, as determined by the Committee) determined by
dividing the portion of the Participant’s deferred amounts to be
credited in the Deferred Stock Account by the price for shares of
Common Stock, determined by the Committee, as of the day such deferred
amounts are credited to the Participant’s Account, or, in the case of
deferred




-30-









 






	 	 	 	amounts measured in stock units, by crediting the account with the
same number of shares of Common Stock.






	 	 	 	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 (in whole shares and fractional shares, as
determined by the Committee) so that the Participant’s Deferred Stock
Account reflects the same equity percentage interest in the Company after
the recapitalization as was the case before such transaction.
	 
	 	 	 	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 this Section
5.3(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.
	 
	 	 	 	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 (in whole
 shares and fractional shares, as determined by the Committee) 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 price for shares of Common Stock, determined
by the Committee, as of the dividend payment date.
	 
	 	(c)	 	Limitations on Allocations and Reallocations to and From
Deferred Stock Account.
	 
	 	 	 	Pursuant to the Policy Statement on Insider Trading and Compliance, as the
same may be amended (the “Policy”), there are time periods (each, a
“blackout period”) during which time Participants may not effect
transactions, directly or indirectly, in Company equity securities. Under
the Policy, the Company’s Corporate Secretary may also impose additional
blackout periods with respect to some or all Participants. Participants
whose ability to effect transactions is prohibited during such blackout
periods also will be prohibited during such periods from making any
Investment Election or Deferred Stock Election that affects the




-31-









 







	 	 	 	amount credited to the Participant’s Deferred Stock Account. The Committee,
at the direction of the Company’s Corporate Secretary, shall adopt and
implement procedures to ensure that the provisions of this Paragraph are
carried out. In all events, with respect to amounts in excess of a
Participant’s Grandfathered Deferred Compensation Plan Deferrals and
Grandfathered Restoration Plan Benefit, to the extent that the blackout
period results in a deferral of payment under the Plan, payment must be made
at the earliest date at which the Company reasonably anticipates that the
making of the payment will not cause a violation of federal securities laws
or other applicable law.





Section 5.4 Vesting.





	 	(a)	 	Deferred Amounts. At all times a Participant shall be
fully vested in his Deferred Salary, Deferred Bonus, Deferred Equity-Based
Compensation, and Deferred Restoration Distribution Accounts hereunder
(including any earnings or losses and Dividend Reinvestment Return thereon). A
Participant shall become vested in any Company Matching Credits in the same
manner and to the same extent as the Participant is vested in matching
contributions otherwise credited to the Participant under the SIP. A
Participant shall become vested in any Company Discretionary Credits pursuant
to the vesting schedule established by the Company at the time such Credits, if
any, are made. Except as otherwise provided in Section 6.1(b) (death) or
Section 6.1(c) (disability), if a Participant incurs a Separation from Service
at any time prior to becoming fully vested in amounts credited to the
Participant’s Accounts hereunder, the nonvested amounts credited to the
Participant’s Accounts shall be immediately forfeited and the Participant shall
have no right or interest in such nonvested deferred amounts.
	 
	 	(b)	 	Restoration Plan Benefit. A Participant shall be
vested in his Restoration Plan Benefit, if any, to the extent he is vested in
his benefit under the Retirement Plan as determined pursuant to the provisions
of the Retirement Plan.





Section 5.5 Account Statements.





	 	Within 60 days following the end of each Plan Year (or at such more frequent times
determined by the Committee), the Committee shall furnish each Participant with a
statement of Account which shall set forth the balances of the individual’s Accounts
as of the end of such Plan Year (or as of such time determined by the Committee),
inclusive of tracked earnings (or losses) and any Dividend Reinvestment Return. In
addition, the Committee shall maintain records reflecting each year’s deferrals
separately by type of compensation.




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ARTICLE VI

Distributions and Withdrawals




Section 6.1 Timing of Distributions.





	 	(a)	 	Timing of Distribution — Distributions of Vested Accounts
Other than Death, Disability, or Scheduled Distributions. The time and
form of payment of Restoration Plan Benefits that are not otherwise deferred
under Section 3.6 of the Plan are governed by the provisions of Article IV and
those provisions of this Article VI specifically referring to Restoration Plan
Benefit payment options. Except as otherwise provided herein, in the case of a
Participant who incurs a Separation from Service before retirement from active
employment (as defined below), a Participant’s vested Accounts shall be paid or
commence to be paid, in the form of distribution elected in a particular
Deferral Election (subject to Section 6.2), as soon as practicable (as
determined by the Committee) after the Participant’s Separation from Service.
In the case of a Participant who retires from active employment hereunder (as
defined below), and subject to Section 6.1(e) and Section 6.1(f), a
Participant’s vested Accounts shall be paid or commence to be paid, in the form
of distribution elected in a particular Deferral Election (subject to Section
6.2), as soon as practicable (as determined by the Committee) following the
later of: (I) the date the Participant retires from active employment (or, in
the case of certain Equity-Based Compensation that vests one year after
retirement, one year after retirement), or (II) the date otherwise specified in
the Participant’s Deferral Election; provided however that, in all events
distributions under this subparagraph (II) of deferred amounts in excess of the
Participant’s Grandfathered Restoration Plan Benefits must be made (or commence
to be paid) as of the earlier of the Participant’s attainment of age 70 or
death. For purposes of this Section 6.1(a), a Participant “retires from active
employment” if:






	 	(i)	 	the Participant Separates from Service or an
affiliate after having attained age 65;
	 
	 	(ii)	 	the Participant Separates from Service after
having attained age 55 with ten years of service (as determined under
the Retirement Plan) or an affiliate; or
	 
	 	(iii)	 	with respect to Grandfathered Deferred
Compensation Plan Deferrals and Grandfathered Restoration Plan
Benefits, the Committee, in its sole discretion, otherwise determines
that the Participant has retired for this purpose.






	 	 	 	The foregoing notwithstanding, in any case where the Participant is a
Specified Employee, payment of amounts in the Participant’s vested Accounts
in excess of Grandfathered Deferred Compensation Plan




-33-









 






	 	 	 	Deferrals under this Section 6.1(a) on account of the Specified Employee’s
Separation from Service shall be deferred until the earlier of (x) first day
of the seventh month following the Participant’s Separation from Service
(without regard to whether the Participant is reemployed on that date), or
(y) the date of the Participant’s death, subject to any additional deferral
of such payments as provided for in the Plan.
	 
	 	(b)	 	Timing of Distributions — Participant’s Death.
	 
	 	 	 	If a Participant dies before the full distribution of the Participant’s
Accounts under this Article VI, any deferred amounts that are not vested and
have not previously been forfeited shall become 100% vested. Unless the
Participant had commenced receiving installment payments, as soon as
practicable after the Participant’s death, all remaining amounts credited to
the Participant’s Accounts shall be paid in a single lump sum payment to the
Participant’s named Beneficiary (or Beneficiaries). In the absence of any
Beneficiary designation, payment shall be made to the personal
representative, executor or administrator of the Participant’s estate.
Beneficiary designations may be changed by a Participant at any time without
the consent of the Participant’s Spouse or any prior Beneficiary. If the
Participant dies after having commenced to receive installment payments, the
Participant’s Beneficiary may accelerate the payment of any remaining
installment payments attributable to Grandfathered Deferred Compensation
Plan Deferrals or a Grandfathered Restoration Plan Benefit as follows:






	 	(i)	 	The Beneficiary may request (within a
reasonable time after the Participant’s death, as specified by the
Committee) that all remaining installment payments that are otherwise
to be paid to the Beneficiary at least twelve (12) months after the
date of the request be accelerated and paid in a single lump sum
payment as of a date specified by the Committee that is at least twelve
(12) months after the date of the request; or
	 
	 	(ii)	 	The Beneficiary may request (within a
reasonable time after the Participant’s death, as specified by the
Committee) that all remaining installment payments that are otherwise
to be paid to the Beneficiary be accelerated and paid in the form of an
immediate lump sum payment, subject to the requirement that ten percent
(10%) of the remaining amounts be permanently forfeited.






	 	 	 	With respect to amounts in excess of amounts attributable to a Participant’s
Grandfathered Deferred Compensation Plan Deferrals or Grandfathered
Restoration Plan Benefits, if a Participant dies after having commenced to
receive installment payments pursuant to a scheduled distribution election,
the Participant’s Beneficiary shall receive the




-34-









 







	 	 	 	remaining installment payments as said payments become due under the
scheduled distribution option elected by the Participant.
	 
	 	(c)	 	Timing of Distributions — Participant’s Disability.
	 
	 	 	 	Notwithstanding anything in the Plan to the contrary, if a Participant
becomes Disabled, any deferred amounts that are not vested and have not
previously been forfeited shall become 100% vested. Notwithstanding
anything in a Participant’s Deferral Election to the contrary with respect
to payment commencement, as soon as practicable after the Participant
becomes Disabled, all remaining amounts credited to the Participant’s
Accounts (other than amounts attributable to Restoration Plan Benefits)
shall be paid or commence to be paid to the Participant in the form of
distribution elected by the Participant in the Participant’s Deferral
Election. In addition, as soon as practicable after the Participant becomes
Disabled and with respect to Grandfathered Deferred Compensation Plan
Deferrals or deferred Grandfathered Restoration Plan Benefits, the
Participant may request that the Committee change any installment
distribution election so that amounts subject to the election are
accelerated and paid in the form of a single lump sum distribution. Such
distribution shall be made only if the Committee, taking into account the
type of factors taken into account in the event of a hardship under Section
6.1(f), in its sole discretion, approves such request.
	 
	 	(d)	 	Scheduled Distribution. As a part of the Participant’s
Deferral Election with respect to scheduled distributions, a Participant may
elect to receive a lump sum distribution or annual installments (over 2, 3, 4
or 5 years, as elected by the Participant) equal to all or any part of the
vested balance of the Participant’s Accounts to be paid (or commence to be
paid) at a scheduled distribution date, subject to the timing requirements in
Section 6.1(a) and the limitations of Section 3.7(b). For these purposes, the
amount of each installment payment shall be determined by multiplying the value
of the Participant’s remaining vested Accounts subject to the scheduled
distribution election by a fraction, the numerator of which is one (1) and the
denominator of which is the number of calendar years remaining in the
installment period. These scheduled distributions are generally available only
for distributions that are scheduled to commence to be paid while a Participant
is employed by the Company. If a Participant incurs a Separation from Service
before commencing receipt of scheduled distributions, the timing requirements
of Section 6.1(a) shall apply (which requirements provide for payment upon
Separation from Service, unless the Participant has attained retirement age, in
which case a later distribution date may apply). If a Participant Separates
from Service while receiving scheduled installment payments, such installment
payments shall continue to be paid in the same form of distribution, subject to
the Participant’s right to accelerate the remaining payments in accordance with
Section 6.1(e) or Section 6.1(f). Notwithstanding the




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	 	 	 	foregoing, if a Participant’s employment is terminated for cause, as
determined by the Company, full payment of all remaining amounts
attributable to Grandfathered Deferred Compensation Plan Deferrals and
deferred Grandfathered Restoration Plan Benefits in such Participant’s
Account shall be paid in the form of a single lump sum payment as soon as
practicable after such termination.
	 
	 	(e)	 	Early Distribution — Grandfathered Deferrals.
Notwithstanding any other provision of the Plan, a Participant or Beneficiary
may, at any time prior to or subsequent to commencement of payments, request in
writing to the Committee to have any or all vested amounts in his or her
Accounts that constitute Grandfathered Deferred Compensation Plan Deferrals or
deferred Grandfathered Restoration Plan Benefits paid in an immediate lump sum
distribution, provided that an amount equal to ten percent (10%) of the
requested distribution shall be permanently forfeited from the Participant’s
Accounts prior to such distribution. Any such lump sum distribution shall be
paid as soon as practicable after the Committee’s receipt of the Participant’s
(or Beneficiary’s) request. The minimum permitted early distribution under
this Section 6.1(e) shall be $3,000.
	 
	 	(f)	 	Hardship Distribution. At any time prior to the time
an amount is otherwise payable hereunder, an active Participant may request a
distribution of all or a portion of any vested amounts credited to the
Participant’s Accounts on account of the Participant’s financial hardship,
subject to the following requirements:






	 	(i)	 	Such distribution shall be made, in the sole
discretion of the Committee, if the Participant has incurred an
unforeseeable emergency. The Committee shall consider any requests for
payment under this Section 6.1(f) in accordance with the standards of
interpretation described in Code Section 409A and the regulations and
other guidance thereunder.
	 
	 	(ii)	 	For purposes of this Plan, an “unforeseeable
emergency” shall be limited to a severe financial hardship to the
Participant resulting from an illness or accident of the Participant,
the Participant’s Spouse, the Participant’s Beneficiary, or of a
Participant’s dependent (as defined in Code Section 152, without
regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); loss of the
Participant’s property due to casualty (including the need to rebuild a
home following damage to a home not otherwise covered by insurance, for
example, not as a result of a natural disaster); the need to pay for
the funeral expenses of the Participant’s Spouse, the Participant’s
Beneficiary, or the Participant’s dependent (as defined in Code
Section 152, without regard to Code Sections 152(b)(1), (b)(2), and
(d)(1)(B)); or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond




-36-









 







	 	 	 	the control of the Participant. Whether a Participant is faced with
an unforeseeable emergency will be determined based on the relevant
facts and circumstances of each case and be based on the information
supplied by the Participant, in writing, pursuant to the procedure
prescribed by the Committee. In addition to the foregoing,
distributions under this subsection shall not be allowed for purposes
of sending a child to college or the Participant’s desire to purchase
a home or other residence. In all events, distributions made on
account of an unforeseeable emergency are limited to the extent
reasonably needed to satisfy the emergency need (which may include
amounts necessary to pay any federal, state, local, or foreign income
taxes or penalties reasonably anticipated to result from the
distribution).
	 
	 	(iii)	 	Notwithstanding the foregoing, distribution on
account of an unforeseeable emergency under this subsection may not be
made to the extent that such emergency is or may be relieved:






	 	(A)	 	through reimbursement or
compensation by insurance or otherwise,
	 
	 	(B)	 	by liquidation of the
Participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or
	 
	 	(C)	 	by cessation of deferrals under
the Plan.






	 	(iv)	 	All distributions under this subsection shall
be made in cash as soon as practicable after the Committee has approved
the distribution and that the requirements of this subsection have been
met.
	 
	 	(v)	 	The minimum permitted hardship distribution
shall be $3,000.





Section 6.2 Form of Distribution.





	 	(a)	 	General. Except as otherwise provided in this Article
VI, all amounts payable from a Participant’s Accounts shall be paid in one of
the forms of distribution described in this Section 6.2, as elected by the
Participant in a Deferral Election or as modified by the Participant in
accordance with Section 6.2(e) below. Any Participant who fails to elect a
form of distribution with respect to any deferral amount (or any compensation
type) shall be deemed to have elected to receive such amounts in the form of a
lump sum distribution in cash and, to the extent distributable amounts are
credited to the Participant’s Deferred Stock Account, in shares of Common Stock
(with any fractional share interest therein paid in cash to the extent of the
then fair market value thereof).




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	 	(b)	 	Distribution Alternatives for Restoration Plan
Benefits. A Participant who is eligible to receive a Restoration Plan
Benefit hereunder shall receive payment of such benefit in the Normal Form of
Payment unless the Participant, subject to Section 6.2(e) below, elects an
optional form of distribution as described in Section 6.2(d) below or an
annuity form of benefit otherwise available under the Retirement Plan.
	 
	 	(c)	 	Lump Sum Distribution. A Participant may elect, in
accordance with such procedures established by the Committee, to have any
vested deferral amounts credited to his Accounts paid in the form of a single
lump sum distribution at the time otherwise required or permitted under the
Plan.
	 
	 	(d)	 	Annual Installment Distributions. A Participant may
elect, in accordance with such procedures established by the Committee, to have
any vested deferral amounts credited to his Accounts paid at the time otherwise
required or permitted in the form of annual installments over a 5, 10 or
15-year period commencing at the time otherwise required or permitted under the
Plan and paid annually thereafter for the remainder of the installment period
(subject to Section 6.1(b)). For these purposes, the amount of each
installment payment shall be determined by multiplying the value of the
Participant’s remaining vested Accounts by a fraction, the numerator of which
is one (1) and the denominator of which is the number of calendar years
remaining in the installment period. Notwithstanding the foregoing, if a
Participant’s employment is terminated for cause, as determined by the Company,
full payment of all remaining amounts attributable to Grandfathered Deferred
Compensation Plan Deferrals and deferred Grandfathered Restoration Plan
Benefits in such Participant’s Account shall be paid in the form of a single
lump sum payment as soon as practicable after such termination.
	 
	 	(e)	 	Change in Form 






	 	(i)	 	Grandfathered Amounts.
	 
	 	 	 	The following provisions shall apply solely with respect to
Grandfathered Deferred Compensation Plan Deferrals and deferred
Grandfathered Restoration Plan Benefits:






	 	(A)	 	Notwithstanding the foregoing, in
accordance with the written, telephonic or electronic procedures
prescribed by the Committee, a Participant may elect to change
the form applicable to a particular category of deferral
attributable to Grandfathered Deferred Compensation Plan
Deferrals or deferred Grandfathered Restoration Plan Benefits at
any time, provided that such election must be made at least
twelve (12) consecutive months before the date on which such
distribution otherwise would have been made or




-38-









 









	 	 	 	commenced. Any such change that is not in effect for at least
the applicable twelve-month period shall be disregarded and
the last valid election shall be substituted in its place.
In the absence of such a valid election, distribution shall
be made in the form of a single lump sum distribution in cash
and, to the extent distributable amounts are credited to the
Participant’s Deferred Stock Account, in shares of Common
Stock (with any fractional share interest therein paid in
cash to the extent of the then fair market value thereof).
	 
	 	(B)	 	In addition, with respect to a
Participant who has commenced receiving his Grandfathered
Deferred Compensation Plan Deferrals or deferred Grandfathered
Restoration Plan Benefit paid in installment payments, such
Participant may elect, pursuant to the written, telephonic or
electronic method prescribed by the Committee (or its delegate),
to have all remaining installment payments attributable to such
grandfathered amounts that are otherwise to be paid to the
Participant at least twelve (12) months after the date of the
election be accelerated and paid in a single lump sum payment as
of a date specified by the Committee that is at least twelve
(12) months after the date of the election.






	 	(ii)	 	Non-Grandfathered Amounts.
	 
	 	 	 	In any case where a Participant wishes to change a form of
distribution from what was previously in effect with respect to any
deferred amounts credited to a Participant’s Accounts in excess of a
Participant’s Grandfathered Deferred Compensation Plan Deferrals or
Grandfathered Restoration Plan Benefit, in addition to the
limitations under Section 3.7(b), the following requirements must be
met:






	 	(A)	 	The election will not take effect
until at least twelve months after the date on which the
election is made and will not be recognized with respect to
payments that would otherwise have commenced during such
twelve-month period;
	 
	 	(B)	 	Except for payments made on
account of a Participant’s death or financial hardship under
Section 6.1(f), the payment with respect to which such election
is made (or the first payment, in the case of installment
payments) shall be deferred for a period of not less than five
years from the date such payment would otherwise have been made;




-39-









 






	 	(C)	 	Any election related to payments
that would otherwise have commenced as of a specified time, as
opposed to the Participant’s Separation from Service, may not be
made less than twelve months prior to the date on which such
payments would otherwise have commenced; and
	 
	 	(D)	 	The election will not take effect
if the payment (or the first payment, in the case of installment
payments) would be scheduled to commence after the later of the
date the Participant reaches age 70 or the date the Participant
retires from active employment under the minimum deferral period
required pursuant to (B) above.






	 	(iii)	 	Restoration Plan Benefit
(Non-deferred).






	 	(A)	 	General Rule. Where,
pursuant to Section 4.4(b)(iii) and this Section 6.2, a
Participant wishes to waive the Normal Form of Payment with
respect his Restoration Plan Benefit and elect an optional form
of payment, the following requirements must be met:






	 	(1)	 	The election will
not take effect until at least twelve months after the
date on which the election is made and will not be
recognized with respect to payments that would otherwise
have commenced during such twelve-month period;
	 
	 	(2)	 	Except for
payments made on account of a Participant’s death, the
first payment with respect to which such election is
made shall be delayed for a period of not less than five
years from the date such payment would otherwise have
been made; and
	 
	 	(3)	 	Any election
related to payments that would otherwise have commenced
as of a specified time, as opposed to the Participant’s
Separation from Service, may not be made less than
twelve months prior to the date on which such payments
would otherwise have commenced.






	 	 	 	In the event of any delay in payment of a Restoration Plan
Benefit in excess of a Grandfathered Restoration Plan Benefit
that is determined using the cash balance formula under the
Retirement Plan, the Participant’s Restoration Plan Benefit
shall be initially calculated at Separation from Service and
then increased through the payment date by the interest
credit factor otherwise provided for under the




-40-









 








	 	 	 	Retirement Plan. In the event of any delay in payment of a
Restoration Plan Benefit in excess of a Grandfathered
Restoration Plan Benefit that is determined using the final
average pay formula under the Retirement Plan, the
Participant’s Restoration Plan Benefit shall be initially
calculated at Separation from Service and then that amount
shall be adjusted at the payment date to take into account
the Participant’s then-attained age.
	 
	 	(B)	 	Annuity Election. If a
Participant elects to change the form of distribution with
respect to a Restoration Plan Benefit to an annuity form of
payment in accordance with subparagraph (A), the Participant may
select the specific annuity form of payment at any time prior to
commencement of annuity payments from among the following
actuarially equivalent annuity options:






	 	(1)	 	With respect to
the portion of the Participant’s Restoration Plan
Benefit that is determined using the final average pay
formula under the Retirement Plan, (i) a single life
annuity payable for the Participant’s lifetime; (ii) a
joint and survivor annuity payable for the lives of the
Participant and the Participant’s Spouse under which if
the Spouse shall survive the Participant, benefit
payments shall continue after the Participant’s death
for the remaining lifetime of the Spouse in an amount
equal to 50%, 75% or 100% (as elected by the Participant
prior to benefit commencement) of the benefits payable
during the Participant’s life; or (iii) a guaranteed
payments annuity option payable in either 60 or 120
monthly installments for the life of the Participant
under which if the Participant dies before receiving the
designated number of payments, the remaining benefit
payments shall continue to the Participant’s Beneficiary
after the Participant’s death; and
	 
	 	(2)	 	With respect to
the portion of the Participant’s Restoration Plan
Benefit that is determined using the cash balance
formula under the Retirement Plan, (i) a single life
annuity payable for the Participant’s lifetime; (ii) a
joint and survivor annuity payable for the lives of the
Participant and the Participant’s Spouse under which if
the Spouse shall survive the Participant, benefit
payments shall continue after the Participant’s death
for the remaining lifetime of




-41-









 






	 	 	 	the Spouse in an amount equal to 50% or 75% or, if
the Participant is age 55 or older on the date of
benefit commencement, 100% (as elected by the
Participant prior to benefit commencement) of the
benefits payable during the Participant’s life; or
(iii) if the Participant is age 55 or older on the
date of benefit commencement, a guaranteed payments
annuity option payable in either 60 or 120 monthly
installments for the life of the Participant under
which if the Participant dies before receiving the
designated number of payments, the remaining benefit
payments shall continue to the Participant’s
Beneficiary after the Participant’s death.






	 	(C)	 	Actuarial Factors for
Determining Optional Annuity Payments. Unless provided
otherwise in a Participant’s Agreement, if any, if an annuity
form of payment of a Restoration Plan Benefit is to be made to a
Participant (or Beneficiary) whose Restoration Plan Benefit is
determined in whole or in part using the cash balance formula
under the Retirement Plan, the annuity attributable to such
portion of the Restoration Plan Benefit shall be calculated by
first converting the Participant’s Restoration Plan Benefit
expressed as an account balance benefit into a single life
annuity at benefit commencement determined using the Applicable
Interest Rate and the Applicable Mortality Table (as such terms
are defined in the Retirement Plan) used under the Retirement
Plan for converting a cash balance account to a single life
annuity. If the Participant elects an optional form of annuity
other than the single life annuity, the single life annuity
determined pursuant to the immediately preceding sentence (or
the single life annuity calculated with respect to the portion
of the Participant’s Restoration Plan Benefit determined using
the final average pay formula under the Retirement Plan) shall
be converted to such other annuity form of payment using the
actuarial factors under the Retirement Plan for converting a
single life annuity to other annuity forms of payment.




-42-









 












ARTICLE VII

General Provisions




	 	 	 
	Section 7.1

	 	Unsecured Promise to Pay.
	 
	 	 
	 

	 	The Company shall make no provision for the funding of any amounts payable hereunder
that (i) would cause the Plan to be a funded plan for purposes of Section 404(a)(5)
of the Code, or Title I of ERISA, 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 §1.83-3(e); and, except to the extent specified in the
Stock Trust following a “change of control” (as defined in the 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 5.3, the Company, in its sole
discretion, may establish one or more grantor trusts described in Treasury
Regulations §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.
	 
	 	 
	Section 7.2

	 	Plan Unfunded.
	 
	 	 
	 

	 	In the event that the Company (or one of its subsidiaries) shall decide to establish
an advance accrual reserve on its books against the future expense of payments
hereunder, 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 (or such subsidiary), subject to claims of the Company’s (or such
subsidiary’s) creditors. A person entitled to any amount under this Plan shall be a
general unsecured creditor of the Company (or the Participant’s employer subsidiary)
with respect to such amount. Furthermore, a person entitled to a payment or
distribution with respect to any amounts credited to Participant Accounts shall have
a claim upon the Company (or the Participant’s employer subsidiary) only to the
extent of the vested balance(s) credited to such Accounts.
	 
	 	 
	Section 7.3

	 	Designation of Beneficiary.
	 
	 	 
	 

	 	The Participant’s Beneficiary under this Plan with respect to amounts credited to
the Participant’s Accounts hereunder shall be the person designated to receive
benefits on account of the Participant’s death on a form provided by the Committee.
	 
	 	 
	Section 7.4

	 	Expenses.
	 
	 	 
	 

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






-43-









 








	 	 	 
	Section 7.5

	 	Voting Common Stock.
	 
	 	 
	 

	 	Each Participant who has a Deferred Stock Account shall be entitled to provide
directions to the Committee to cause the Committee to similarly direct the Trustee
of the Stock 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 Stock 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 such
Participants in a timely manner all communications directed generally to the
shareholders of the Company as to which their votes are solicited. If the Stock
Trust ever holds fewer shares of Common Stock than there are shares allocated to
Deferred Stock Accounts under the Plan as to which timely and proper directions have
been received from the applicable Plan Participants, the Committee will direct the
Trustee to vote all shares held in the Stock Trust in the same proportion as the
total shares covered by timely and proper directions that have been directed to be
voted.
	 
	 	 
	Section 7.6

	 	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.
	 
	 	 
	Section 7.7

	 	Mandatory Deferral.
	 
	 	 
	 

	 	Notwithstanding any other provision of this Plan, the Committee shall defer the
distribution of any Plan benefits to a Participant if the Committee anticipates that
the amount of such Plan benefits, or any portion thereof, would be nondeductible for
corporate income tax purposes to the Company pursuant to Section 162(m) of the Code;
provided, however, that payment of such amounts in excess of Grandfathered Deferred
Compensation Plan Deferrals and Grandfathered Restoration Plan Benefit shall be paid
thereafter at the earliest time permitted under Code Section 409A and the
regulations and other guidance issued thereunder, including, in the case of
Specified Employees, subject to the six-month delay for such amounts on account of a
Specified Employee’s Separation from Service.
	 
	 	 
	Section 7.8

	 	Employment/Participation Rights.







	 	(a)	 	Nothing in the Plan shall interfere with or limit in any way
the right of the Company to terminate any Participant’s employment at any time,
nor confer upon any Participant any right to continue in the employ of the
Company.
	 
	 	(b)	 	Nothing in the Plan shall be construed to be evidence of any
agreement or understanding, express or implied, that the Company will continue
to




-44-









 






	 	 	 	employ a Participant in any particular position or at any particular rate of
remuneration.
	 
	 	(c)	 	No employee shall have a right to be selected as a Participant,
or, having been so selected, to be continued as a Participant.
	 
	 	(d)	 	Nothing in this Plan shall affect the right of a recipient to
participate in and receive benefits under and in accordance with any pension,
profit-sharing, deferred compensation or other benefit plan or program of the
Company.





	 	 	 
	Section 7.9

	 	Severability.
	 
	 	 
	 

	 	If any particular provision of the Plan shall be found to be illegal or
unenforceable for any reason, the illegality or lack of enforceability of such
provision shall not affect the remaining provisions of the Plan, and the Plan shall
be construed and enforced as if the illegal or unenforceable provision had not been
included.
	 
	 	 
	Section 7.10

	 	No Individual Liability.
	 
	 	 
	 

	 	It is declared to be the express purpose and intention of the Plan that no liability
whatsoever shall attach to or be incurred by the shareholders, officers, or
directors of the Company (or any affiliate) or any representative appointed
hereunder by the Company (or any affiliate), under or by reason of any of the terms
or conditions of the Plan.
	 
	 	 
	Section 7.11

	 	Tax and Other Withholding.
	 
	 	 
	 

	 	The Company shall have the right to deduct from any payment made under the Plan any
amount required by federal, state, local, or foreign law to be withheld with respect
to such payment. The Company shall also have the right to withhold from other
current salary or wages any amount required by federal, state, local, or foreign law
to be withheld with respect to compensation deferred under the Plan at any time
prior to payment of such deferred compensation, or if such other current salary or
wages are insufficient to satisfy such withholding requirement, to require the
Participant to pay the Company such amount required to be withheld to the extent
such requirement cannot be satisfied through withholding on other current salary or
wages. Additionally, should deferrals under this Plan cause there to be
insufficient current salary or wages for purposes of withholding taxes or other
amounts required by federal, state, local, or foreign law to be withheld from
current salary or wages, the Company shall require the Participant to pay the
Company such amount required to be withheld to the extent such requirement cannot be
satisfied through withholding on other current salary or wages. Amounts deferred
under the Plan will be taken into account for purposes of any withholding obligation
under the Federal Insurance Contributions Act and Federal Unemployment Tax Act at
the later of the Plan Year during which the services are performed or the Plan Year
during which the rights to the amounts are no longer






-45-









 






	 	 	 
	 

	 	subject to a substantial risk of forfeiture, as required by Section 3121(v) and
3306(r) of the Code and the regulations promulgated thereunder.
	 
	 	 
	Section 7.12

	 	Applicable Law.
	 
	 	 
	 

	 	This Plan shall be governed by and construed in accordance with the laws of the
State of New Jersey except to the extent governed by applicable federal law.
	 
	 	 
	Section 7.13

	 	Incompetency.
	 
	 	 
	 

	 	Any person receiving or claiming benefits under the Plan shall be conclusively
presumed to be mentally competent and of age until the Committee receives written
notice, in a form and manner acceptable to it, that such person is incompetent or a
minor, and that a guardian, conservator, or other person legally vested with the
care of his estate has been appointed. If the Committee finds that any person to
whom a benefit is payable under the Plan is unable to properly care for his or her
affairs, or is a minor, then any payment due (unless a prior claim therefor shall
have been made by a duly appointed legal representative) may be paid to the Spouse,
a child, a parent, or a brother or sister, or to any person deemed by the Committee
to have incurred expense for the care of such person otherwise entitled to payment.
If a guardian or conservator of the estate of any person receiving or claiming
benefits under the Plan shall be appointed by a court of competent jurisdiction,
payments shall be made to such guardian or conservator provided that proper proof of
appointment is furnished in a form and manner suitable to the Committee. Any
payment made under the provisions of this Section shall be a complete discharge of
liability therefor under the Plan.
	 
	 	 
	Section 7.14

	 	Notice of Address.
	 
	 	 
	 

	 	Any payment made to a Participant or a designated Beneficiary at the last known post
office address of the distributee on file with the Committee, shall constitute a
complete acquittance and discharge of any obligations of the Company under this
Plan, unless the Committee shall have received prior written notice of any change in
the condition or status of the distributee. Neither the Committee, the Company nor
any director, officer, or employee of the Company shall have any duty or obligation
to search for or ascertain the whereabouts of a Participant or a designated
Beneficiary.






-46-









 






ARTICLE VIII

Administration




	 	 	 
	Section 8.1

	 	Committee.
	 
	 	 
	 

	 	Prior to a Change in Control, the Plan shall be administered by the Committee. The
Committee shall have the exclusive right to interpret the Plan (including questions
of construction and interpretation) and 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, or to
service-providers or other persons, 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. Notwithstanding the
foregoing, after a Change in Control, the trustee of any grantor trust established
for the purpose of accumulating funds to satisfy the obligations incurred by the
Company under this Plan shall administer the Plan and shall have the same privileges
and rights as given to the Committee prior to a Change in Control.
	 
	 	 
	Section 8.2

	 	Claims Procedure.
	 
	 	 
	 

	 	Any person dissatisfied with the Committee’s determination of a claim for benefits
(or claim for eligibility for participation) hereunder must file a written request
for reconsideration with the Committee. This request must include a written
explanation setting forth the specific reasons for such reconsideration. The
Committee shall review its determination promptly and render a written decision with
respect to the claim, setting forth the specific reasons for such denial written in
a manner calculated to be understood by the claimant. Such claimant shall be given
a reasonable time within which to comment, in writing, to the Committee with respect
to such explanation. The Committee shall review its determination promptly and
render a written decision with respect to the claim. Such decision of the Committee
shall be conclusive, binding, and final upon all claimants under this Plan.
	 
	 	 
	Section 8.3

	 	Plan to Comply With Code Section 409A.
	 
	 	 
	 

	 	Notwithstanding any provision to the contrary in this Plan, each provision in this
Plan shall be interpreted to permit the deferral of compensation in accordance with
Code Section 409A and any provision that would conflict with such requirements shall
not be valid or enforceable.






-47-









 






ARTICLE IX

Amendment, Termination and Effective Date




	 	 	 
	Section 9.1

	 	Amendment of the Plan.
	 
	 	 
	 

	 	Subject to Section 9.3, the Plan may be wholly or partially amended or otherwise
modified at any time by written action of the Board of Directors.
	 
	 	 
	Section 9.2

	 	Termination of the Plan.
	 
	 	 
	 

	 	Subject to the provisions of Section 9.3, the Plan may be terminated at any time by
written action of the Board of Directors.
	 
	 	 
	Section 9.3

	 	No Impairment of Benefits.
	 
	 	 
	 

	 	Notwithstanding the provisions of Sections 9.1 and 9.2, no amendment to or
termination of the Plan shall reduce the amount credited to any Participant’s
Accounts hereunder.
	 
	 	 
	Section 9.4

	 	Effective Date.
	 
	 	 
	 

	 	The Plan, as previously amended and restated, was effective as of March 22, 2004.
The Plan as set forth herein is amended and restated effective as of January 1,
2008.






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ATTACHMENT A




Procedures of the Retirement Benefit Restoration Plan 

Committee re: Payment of Grandfathered Restoration Plan Benefits




          The following are distribution procedures and requirements established by the Compensation and
Benefits Committee of the Board of Directors of the Company (the “Board Committee”) with respect to
the determination of the appropriate timing and form of benefit payments of Grandfathered
Restoration Plan Benefits in accordance with the terms of the Restoration Plan (as in effect on October
3, 2004).




          Notwithstanding anything to the contrary, any Participant who is not an Employee on or after
October 1, 2000 shall be entitled to Grandfathered Restoration Plan Benefits solely in the form of
a single lump sum cash payment made as soon as practicable following the date on which the
Participant first becomes eligible to receive or commence receiving benefits under the Retirement
Plan, regardless of the time benefits are actually paid or commence to be paid under the Retirement
Plan and regardless of the form of benefit payments to be made under the Retirement Plan.




          With respect to Restoration Plan Participants who are Employees on or after October 1, 2000,
the following provisions shall apply with respect to Grandfathered Restoration Plan Benefits:




          I. General Rule for Timing and Form of Payment: Except as provided below, all
Grandfathered Restoration Plan Benefits shall be paid in the form of a single lump sum cash payment
made as soon as practicable following the date on which the Participant first becomes eligible to
receive or commence receiving benefits under the Retirement Plan, regardless of the time benefits
are actually paid or commence to be paid under the Retirement Plan and regardless of the form of
benefit payments to be made under the Retirement Plan.




          II. Timing of Payment — Disability Retirements: Notwithstanding Paragraph I above
and except as provided below, Grandfathered Restoration Plan Benefits on account of a Participant’s
Disability Retirement shall be paid in the form of a single lump sum cash payment as soon as
practicable following the later of (i) the date the Participant ceases accruing additional benefits
on account of his disability leave under the Retirement Plan, or (ii) the date on which the
Participant first becomes eligible to receive or commence receiving benefits under the Retirement
Plan, regardless of the time benefits are actually paid or commence to be paid under the Retirement
Plan and regardless of the form of benefit payments to be made under the Retirement Plan.




            III. Optional Forms of Payment: In lieu of the normal form of payment
under Paragraph I or Paragraph II above, a Participant may elect (on such forms and in such manner
prescribed by the Becton, Dickinson and Company Retirement Benefit Restoration Plan Committee (the
“Restoration Plan Committee”), including through telephonic or electronic means) to have
Grandfathered Restoration Plan Benefits paid in any form of payment otherwise permitted under the
Retirement Plan as the Participant may elect. A Participant’s election to



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receive Grandfathered Restoration Plan Benefits in a form other than a lump sum shall not be
effective (regardless of whether the Restoration Plan Committee otherwise approves the
Participant’s request) unless the request is made and received by the Restoration Plan Committee at
least 6 months prior to the date Grandfathered Restoration Plan Benefits would otherwise be paid or
commence to be paid under the Restoration Plan; provided, however, that such 6-month restriction
shall be waived if the Participant terminates employment on account of a Disability Retirement as
determined by the Retirement Plan administrator under the terms of the Retirement Plan in effect on
October 3, 2004. (Eligibility for a Disability Retirement under the Retirement Plan requires a
finding that the Participant has not attained age 65, has at least 10 years of vesting service, and
becomes entitled to disability benefits under the Federal Social Security Act. The Participant
should provide the Restoration Plan Committee with a copy of the written governmental notification
of his eligibility for disability benefits under the Social Security Act.)




          In the absence of an effective election made at least 6 months before the date Grandfathered
Restoration Plan Benefits would otherwise have been paid under the Restoration Plan, the
Restoration Plan Committee shall pay the Participant’s Grandfathered Restoration Plan Benefit in
accordance with the last effective election on file with the Restoration Plan Committee or, in the
absence of such a valid election, in accordance with Paragraph I or Paragraph II. (By way of
illustration, assume that, within 4 months of his termination, a 60-year old Participant had
elected to have his Grandfathered Restoration Plan Benefit paid as a life annuity. In that case,
the Participant’s election will not be effective because the Restoration Plan would otherwise
require a lump sum payment as soon as practicable after such termination and the 6-month
requirement would not have been met. In the absence of a valid election, the Participant’s
Grandfathered Restoration Plan Benefit would be paid in a single lump sum as soon as practicable
after termination of employment.)




          IV. Optional Acceleration of Payment Due to Disability: If a Participant terminates
employment on account of a Disability Retirement (determined under the Retirement Plan as described
in Paragraph III above) and such Participant has elected a form of payment other than an immediate
lump sum distribution, such Participant may request in writing to receive an accelerated lump sum
distribution of his Grandfathered Restoration Plan Benefits as a result of his disability. In such
case, the Restoration Plan Committee may, in its sole and absolute discretion, determine to grant
or deny such request for payment. Because each request is unique, each Participant’s request will
be decided on a case-by-case basis. Therefore, there shall be no uniform standards for the
Restoration Plan Committee to apply in determining whether to grant a request.




          If the Restoration Plan Committee, in its discretion, grants a Participant’s request, it shall
notify the Participant in writing and it shall direct that payment of the Participant’s entire
Grandfathered Restoration Plan Benefit be made to the Participant in a single lump sum as soon as
practicable thereafter. If the Restoration Plan Committee, in its discretion, denies such request,
it shall notify the Participant in writing as soon as practicable thereafter.




          The Restoration Plan Committee’s decision concerning a Participant’s entitlement to an
accelerated payment due to a Disability Retirement shall be final and binding.




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          V. Calculation of Benefits: The amount of a Participant’s lump sum payment shall be
determined as provided under the terms of the Restoration Plan in effect on October 3, 2004. If a
Participant’s Grandfathered Restoration Plan Benefit is to be paid in accordance with any of the
Retirement Plan’s optional forms of payment, the amount of the Participant’s Grandfathered
Restoration Plan Benefit shall be determined by the Restoration Plan Committee (or its delegate)
based on the Participant’s age and the actuarial factors otherwise provided for in the Retirement
Plan with respect to the optional form of payment elected.





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