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BECTON, DICKINSON AND COMPANY




1996 DIRECTORS’ DEFERRAL PLAN




Amended and Restated as of October 1, 2009




 









 





ARTICLE I




Definitions





	1.1	 	“Accrued Pension” means the U.S. dollar amount of the actuarially-determined present value of
the accrued and unpaid past service pension benefits under the Directors’ Nonqualified Pension
Arrangements of a Director acting as such at and as of June 30, 1996, as calculated by Kwasha
Lipton as of the Termination Date, taking into account the Director’s age and years and months
of past service and such other assumptions as shall be reasonable and uniformly applied to all
Directors.
	 
	1.2	 	“Additional Deferral Election” means the election by a Participant under Section 3.6(b) to
further defer the date payment otherwise would be made (or begin to be made) from a
Participant’s Deferred Account.
	 
	1.3	 	“Annual Share Amount” means the number of shares of Common Stock (which is set as of the date
hereof at 400 shares) that the Board, from time to time for years prior to January 1, 2005,
may agree to credit to Deferred Stock Accounts as compensation to continuing Directors.
	 
	1.4	 	“Board” means the Board of Directors of the Company.
	 
	1.5	 	“Change-of-Form Election” means the election by a Participant under Section 3.6(a) to change
the form of distribution from any of his or her Deferred Accounts.
	 
	1.6	 	“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.
	 
	1.7	 	“Committee” means the Committee on Directors of the Board, or such other committee as may be
designated by the Board to be responsible for administering the Plan.
	 
	1.8	 	“Common Stock” means the common stock ($1.00 par value) of the Company, including any shares
into which it may be split, subdivided or combined.
	 
	1.9	 	“Company” means Becton, Dickinson and Company, and any successor thereto.
	 
	1.10	 	“Conversion Election” means the election by a Participant under Section 3.5(a) to convert
some or all of his or her Deferred Retainer Account balance, Deferred




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	 	 	Fees Account balance and/or Deferred Dividends Account balance from a cash balance
into a Deferred Stock Account balance.
	 
	1.11	 	“Deferral Election” means a Deferred Pension Election, Restricted Stock Election, Deferred
Dividends Election, Deferred Retainer Election, Deferred Fees Election and/or a
form-of-distribution election under Section 3.4(e).
	 
	1.12	 	“Deferred Account” means the Participant’s Deferred Pension Account, Deferred Dividends
Account, Deferred Retainer Account, Deferred Fees Account, Deferred Cash Account and/or
Deferred Stock Account.
	 
	1.13	 	“Deferred Cash Account” means the bookkeeping account established under Section 3.5(b) on
behalf of a Participant, and includes any Interest Return credited thereto pursuant to Section
3.7(a).
	 
	1.14	 	“Deferred Dividends” means the amount of cash dividends on his or her Restricted Stock that a
Participant has elected to defer until a later year pursuant to an election under Section 3.2
(c).
	 
	1.15	 	“Deferred Dividends Account” means the bookkeeping account established under Section 3.2(c)
on behalf of a Participant, and includes any Interest Return credited thereto pursuant to
Section 3.7(a).
	 
	1.16	 	“Deferred Dividends Election” means the election by a Participant under Section 3.2(c) to
defer until a later year receipt of some or all of the dividends payable in the following year
on his or her Restricted Stock.
	 
	1.17	 	“Deferred Fees” means the amount of a Participant’s fees (other than the Participant’s annual
Board retainer fees) that such Participant has elected to defer until a later year pursuant to
an election under Section 3.3(a).
	 
	1.18	 	“Deferred Fees Account” means the bookkeeping account established under Section 3.3 on behalf
of a Participant, and includes any Interest Return credited thereto pursuant to Section
3.7(a).
	 
	1.19	 	“Deferred Fees Election” means the election by a Participant under Section 3.3 to defer until
a later year receipt of some or all of his or her fees (other than annual Board retainer).
	 
	1.20	 	“Deferred Pension” means the amount of a Participant’s Accrued Pension that such Participant
has elected to defer until a later year pursuant to an election under Section 3.1.




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	1.21	 	“Deferred Pension Account” means the bookkeeping Account established under Section 3.1 on
behalf of a Participant, and includes any Interest Return credited thereto pursuant to Section
3.7(a).
	 
	1.22	 	“Deferred Pension Election” means the election by a Participant under Section 3.1 to defer
until a later year receipt of some or all of his or her Accrued Pension.
	 
	1.23	 	“Deferred Retainer” means the amount of a Participant’s annual Board retainer fees that such
Participant has elected to defer until a later year pursuant to an election under Section
3.3(a).
	 
	1.24	 	“Deferred Retainer Account” means the bookkeeping account established under Section 3.3 on
behalf of a Participant, and includes any Interest Return credited thereto pursuant to Section
3.7(a).
	 
	1.25	 	“Deferred Retainer Election” means the election by a Participant under Section 3.3(a) to
defer until a later year receipt of some or all of his or her annual Board retainer.
	 
	1.26	 	“Deferred Stock Account” means the bookkeeping account established under Sections 3.2, 3.4
and/or 3.5 on behalf of a Participant and includes, in addition to amounts stated in those
Sections, all Dividend Reinvestment Returns credited thereto pursuant to Section 3.7(b).
	 
	1.27	 	“Deferred Stock Election” means the election by a Participant under Section 3.4(a) and/or (c)
to have his or her Deferred Pension, Deferred Dividends, Deferred Retainer and/or Deferred
Fees credited in the form of Common Stock to the Participant’s Deferred Stock Account.
	 
	1.28	 	“Director” means a member of the Board.
	 
	1.29	 	“Directors’ Nonqualified Pension Arrangements” means the unfunded pension benefits payable to
Directors pursuant to resolutions of the Board dated November 24, 1981 and March 28, 1995.
	 
	1.30	 	“Directors’ Stock Trust” means the Becton, Dickinson and Company 1996 Directors’ Deferral
Trust established as of November 15, 1996 between the Company and Wachovia Bank of North
Carolina, N.A.
	 
	1.31	 	“Disability” means a Participant’s total disability as defined below and determined in a
manner consistent with Code Section 409A and the regulations thereunder:




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	 	 	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.
	 
	 	 	A Participant will be deemed to have suffered a Disability if determined to be
totally disabled by the Social Security Administration. In addition, the
Participant will be deemed to have suffered a Disability if determined to be
disabled in accordance with a disability insurance program maintained by the
Company, provided that the definition of disability applied under such disability
insurance program complies with the requirements of Code Section 409A and the
regulations thereunder.
	 
	1.32	 	“Dividend Reinvestment Return” means the amounts which are credited to each Participant’s
Deferred Stock Account pursuant to Section 3.7(b) to reflect dividends declared and paid by
the Company on its Common Stock.
	 
	1.33	 	“Effective Date” means the effective date of the Plan set forth in Section 5.4.
	 
	1.34	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute.
	 
	1.35	 	“Grandfathered Deferrals” means amounts deferred hereunder before January 1, 2005 (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 any of
the Participant’s accounts hereunder.
	 
	1.36	 	“Interest Return” means the amounts which are credited from time to time to each
Participant’s Deferred Pension Account, Deferred Dividends Account, Deferred Retainer Account,
Deferred Fees Account and/or Deferred Cash Account pursuant to Section 3.7(a).
	 
	1.37	 	“Investment Election” means the Participant’s election to have deferred amounts credited with
hypothetical earnings credits (or losses) that track the investment performance of the
Investment Options in accordance with Article III.
	 
	1.38	 	“Investment Options” means those hypothetical targeted investment options, other than Common
Stock, designated by the Committee as measurements of the rate of return to be credited to (or
charged against) amounts deferred to Participants’ accounts other than their Deferred Stock
Accounts.




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	1.39	 	“Participant” means an individual who is eligible to participate in this Plan in accordance
with Article II.
	 
	1.40	 	“Payment Date” means the last day of January, April, July or October of each calendar year on
which the Directors are paid their compensation for the immediately preceding three (3) month
period.
	 
	1.41	 	“Plan” means the Becton, Dickinson and Company 1996 Directors’ Deferral Plan as from time to
time in effect.
	 
	1.42	 	“Restricted Stock” means the shares of Common Stock issued to a Director, and bearing
restrictions, pursuant to the Company’s 1994 Restricted Stock Plan for Non-Employee Directors.
	 
	1.43	 	“Restricted Stock Election” means the election by a Participant under Section 3.2(a) to
surrender some or all of his or her shares of Restricted Stock to the Company and to have an
equal number of shares of Common Stock credited to the Participant’s Deferred Stock Account.
	 
	1.44	 	“Separation from Service” means a termination or other separation from service with the Board
determined in a manner consistent with Code Section 409A and the regulations thereunder.
	 
	1.45	 	“Shareholders’ Meeting” means the regular annual meeting of the shareholders of the Company.
	 
	1.46	 	“Termination Date” means December 1, 1996, the date as of which the Directors’ Nonqualified
Pension Arrangements will have been effectively terminated.




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ARTICLE II




Participation





	2.1	 	Participation






	 	(a)	 	Participation in the Plan shall be limited to an individual
who, as at the Effective Date of the Plan and/or any subsequent first day of
any calendar quarter, is a Director.
	 
	 	(b)	 	The Committee may, consistent with Company policy:






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




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ARTICLE III




Deferral Elections, Accounts and Distributions





	3.1	 	Deferred Pension Election






	 	(a)	 	Any Participant, who has an Accrued Pension as of
the Termination Date, may make a single one-time
election, on or before December 5, 1996 in writing
and on a form to be furnished by the Committee, to
convert 25%, 50%, 75% or 100% of his or her Accrued
Pension into a Deferred Pension Account under the
Plan. Upon making a Deferred Pension Election, a
new Deferred Pension Account will be established in
the Participant’s name and will be credited, on or
about December 20, 1996, with the amount of his or
her Accrued Pension so converted. For purposes of
clarification, all amounts credited to a Deferred
Pension Account are Grandfathered Deferrals.
	 
	 	(b)	 	Once made, a Deferred Pension Election cannot be changed or
revoked except as provided herein.
	 
	 	(c)	 	A Deferred Pension Election shall defer the starting date for
the payment of the designated amount of the Participant’s Accrued Pension, and
any Interest Return credited thereon pursuant to Section 3.7, until the
earliest of the Participant’s Separation from Service, Disability, or death.
	 
	 	(d)	 	In the event of any such Deferred Pension Election, the form of
payment of any distribution (i.e., in a lump sum or in five or in ten
annual installments) and the starting date of such distribution (i.e.,
as soon as practicable following the event triggering the distribution or
January 31st of the calendar year immediately following such event)
shall be elected at the same time. In the event that any distribution is
elected to be paid in five or ten annual installments, the Participant also may
elect, at the time of the Deferred Pension Election, to have the form of
distribution, automatically and without further action on his or her part,
converted to a lump sum payment in accordance with Section 3.8(b) in the event
of such Participant’s death or Disability occurring prior to the expiration of
the complete period of deferral. Except as herein provided, such
form-of-payment election shall not be changed or revoked.






	3.2	 	Restricted Stock Elections and Deferred Dividends Elections — (Grandfathered)






	 	(a)	 	Any Participant, who owns Restricted Stock as of the Effective Date, may make
a single one-time election, on or before December 5, 1996 and on a form to be
furnished by the Committee, to surrender to the Company 25%,




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	 	 	 	50%, 75% or 100% of his or her shares of Restricted Stock. Upon making such
Restricted Stock Election, a new Deferred Stock Account will be established
in the Participant’s name to which will be credited, on or about December
20, 1996, a number of shares of Common Stock equal to the number so
surrendered. For purposes of clarification, any amounts credited to a
Participant’s Deferred Stock Account on account of the one-time election
described above shall constitute Grandfathered Deferrals.
	 
	 	(b)	 	A Participant who makes a Restricted Stock Election will defer
the receipt of any balance in the Participant’s Deferred Stock Account,
including any Dividend Reinvestment Return credited thereto pursuant to Section
3.7(b), until the earliest of the Participant’s (i) Disability, (ii) death and
(iii) the latest of (1) the date on which such shares of Restricted Stock
otherwise would have vested, (2) January 2, 1998, and (3) the date of
Separation from Service.
	 
	 	(c)	 	A Participant who makes a Deferred Dividends Election may defer
the payment of any Deferred Dividends, and any Interest Return credited thereon
pursuant to Section 3.7(a), until (i) the earliest of the Participant’s
Separation from Service, Disability or death or (ii) a fixed date which is no
earlier than three full calendar years after the calendar year during which the
Deferred Dividends otherwise were payable and no later than ten years after the
date specified in (i), provided, however, that all
distributions under Section 3.8(b) must be paid in full no later than ten years
after the earliest of the Participant’s Separation from Service, Disability or
death.
	 
	 	(d)	 	Once made, neither a Restricted Stock Election nor a Deferred
Dividends Election can be changed or revoked except as provided herein.
	 
	 	(e)	 	In the event of any such Restricted Stock Election or Deferred
Dividends Election, the form of payment of any distribution (i.e., in a
lump sum or in five or in ten annual installments) and the starting date of
such distribution (i.e., as soon as practicable following the event
causing the distribution or January 31st of the calendar year
immediately following such event) shall be elected at the same time as the
initial deferral election. In the event that any distribution is elected to be
paid in five or ten annual installments, the Participant also may elect, at the
time of the Restricted Stock Election or Deferred Dividends Election, to have
the form of distribution, automatically and without further action on his or
her part, converted to a lump sum payment in accordance with Section 3.8(b) in
the event of such Participant’s death or Disability occurring prior to the
expiration of the complete period of deferral. Except as herein provided, such
form-of-payment election shall not be changed or revoked.





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	3.3	 	Deferred Retainer Elections and Deferred Fees Elections






	 	(a)	 	With respect to an individual who is
eligible to participate in this Plan
in accordance with Section 2.1,
elections of Deferred Retainer
and/or Deferred Fees shall be made
in writing on forms to be furnished
by the Committee. A Deferred
Retainer Election and/or a Deferred
Fees Election shall apply only to
the Director’s annual retainer or
fees, as the case may be, for the
particular calendar year specified
in the election. A Participant may
elect to defer from 1% of his or her
annual retainer to 100% of that
retainer (in increments of 1%)
and/or from 1% to 100% of his or her
other fees (in increments of 1%).
For purposes of clarification, the
portion of the amounts credited to a
Participant’s Deferred Fees Account
or Deferred Retainer Account on
account of the elections described
above that was earned and vested
prior to January 1, 2005 shall
constitute Grandfathered Deferrals,
and all other amounts so credited
shall constitute amounts in excess
of Grandfathered Deferrals that are
subject to Code Section 409A.
Amounts that constitute
Grandfathered Deferrals shall be
governed by the terms of the Plan in
effect as of October 3, 2004.
	 
	 	(b)	 	A Deferred Retainer Election and/or Deferred Fees Election with
respect to payments for a particular calendar year under this Plan (i) must be
made during the time period specified by the Committee, but in no event later
than the December 31 immediately preceding that calendar year and (ii) once
made, cannot be changed or revoked after the final deadline established by the
Committee for making the election. Notwithstanding the prior sentence, in the
case of a newly-elected Director who first becomes eligible to participate in
the Plan during the calendar year (and is not otherwise eligible for
participation in a non-qualified deferred compensation plan required to be
aggregated with this Plan under Code Section 409A), the initial Deferred
Retainer Election and/or Deferred Fees Election may be made within thirty (30)
days following the date the Director is otherwise eligible to participate in
the Plan, and shall be effective only with respect to amounts earned after the
date of the Deferred Retainer Election and/or Deferred Fees Election. All such
Deferred Retainer amounts shall be credited to the Participant’s Deferred
Retainer Account (or, if none, to a new such account established in the
Participant’s name) and all such Deferred Fees shall be credited to the
Participant’s Deferred Fees Account (or, if none, to a new such account
established in the Participant’s name) as of each quarterly Payment Date.
	 
	 	(c)	 	A Participant who makes a Deferred Retainer Election or a
Deferred Fees Election may defer the payment of any retainer and/or fees, and
any Interest Return credited thereon pursuant to Section 3.7(a), until (i) the
Participant’s Separation from Service for any reason or (ii) a fixed date




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	 	 	 	which is no earlier than three full calendar years after the calendar year
during which the Deferred Retainer or Deferred Fees otherwise were payable
and no later than ten years after the earliest date specified in (i),
provided, however, that all distributions under Section
3.8(b) must be paid in full no later than ten years after the Participant’s
Separation from Service for any reason.
	 
	 	(d)	 	In the event of any such Deferred Retainer Election or Deferred
Fees Election, the form of payment of any distribution (i.e., in a lump
sum or in five or ten annual installments) and the starting date of such
distribution (i.e., as soon as practicable following the event causing
the distribution or January 31st of the calendar year immediately
following such event) shall be elected at the same time. In the event that any
distribution is elected to be paid in five or ten annual installments, the
Participant also may elect, at the time of the Deferred Retainer Election
and/or Deferred Fees Election, to have the form of distribution, automatically
and without any further action on his or her part, converted to a lump sum
payment in accordance with Section 3.8(b) in the event of such Participant’s
death or Disability occurring prior to the expiration of the complete period of
deferral. Except as herein provided, such form-of-payment election shall not
be changed or revoked.
	 
	 	(e)	 	Notwithstanding the foregoing, distributions of Grandfathered
Deferrals shall continue to be made in accordance with Participant elections
made under the Plan in effect as of December 31, 2004.






	3.4	 	Deferred Stock Elections






	 	(a)	 	The portion of the amounts credited to a Participant’s Deferred
Stock Account on account of any election made pursuant to this Section 3.4 that
was earned and vested prior to January 1, 2005 shall constitute Grandfathered
Deferrals, and all other amounts so credited shall constitute amounts in excess
of Grandfathered Deferrals that are subject to Code Section 409A. Amounts that
constitute Grandfathered Deferrals shall be governed by the terms of the Plan
in effect as of December 31, 2004.
	 
	 	(b)	 	Instead of being credited to the Participant’s Deferred Pension
Account, each Participant who makes a Deferred Pension Election also may elect
to have 25%, 50%, 75% or 100% of the amount otherwise creditable to his or her
Deferred Pension Account instead credited in the form of Common Stock to a new
Deferred Stock Account established in the Participant’s name.




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	 	(c)	 	When a Deferred Stock Election is made in connection with a
Deferred Pension Election, the Participant’s Deferred Stock Account will be
credited on or about December 20, 1996, with the number of shares of Common
Stock (rounded to the nearest one-one hundredth of a share) determined by
dividing the amount of the Participant’s Accrued Pension with respect to which
the Deferred Stock Election applies, by the average price paid by the Trustee
of the Directors’ Stock Trust for shares of Common Stock with respect to such
date or, if the Trustee shall not purchase shares of Common Stock equal to the
number of shares of Common Stock creditable to all Participants’ Deferred Stock
Accounts on such date, then, to the extent of such shortfall, such price shall
be the price for shares of Common Stock, determined by the Committee, as of the
day such deferred amounts are credited to the Participant’s Deferred Stock
Account. At the same time, the Participant’s Deferred Pension Account will be
debited by the amount so credited to the Participant’s new Deferred Stock
Account.
	 
	 	(d)	 	Instead of being credited to the Participant’s Deferred
Dividends Account, Deferred Retainer Account or Deferred Fees Account, each
Participant also may elect to have up to 100% (in increments of 1%) of his or
her Deferred Dividends, Deferred Retainer and/or Deferred Fees credited in the
form of Common Stock to the Participant’s Deferred Stock Account. Except as
provided in Section 3.5, an election to have Deferred Dividends, Deferred
Retainer or Deferred Fees credited to the Participant’s Deferred Stock Account
must be made concurrently with the Deferred Dividends Election, Deferred
Retainer Election or Deferred Fees Election, as the case may be.
	 
	 	(e)	 	A Participant’s Deferred Stock Account will be credited:






	 	i)	 	regularly, as of each date on which dividends
are paid on the Common Stock, with the number of shares of Common Stock
determined by dividing the portion of the Participant’s Deferred
Dividends for such dividend payment date 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 Deferred Stock Account;
	 
	 	ii)	 	quarterly, as of each Payment Date, with the
number of shares of Common Stock determined by dividing the portion of
the Participant’s Deferred Retainer and/or Deferred Fees accumulated
during the preceding fiscal quarter and which are subject to the
Deferred Stock Election by the price for shares of Common Stock,




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	 	 	 	determined by the Committee, as of the day such deferred amounts are
credited to the Participant’s Deferred Stock Account; and
	 
	 	iii)	 	for years prior to January 1, 2005, annually,
as of the day after the Shareholders’ Meeting with the Annual Share
Amount, if, after such meeting the Participant was elected or continued
to serve as a Director of the Company.






	 	(f)	 	The following shall apply with respect to the portion of the
balance in the Participant’s Deferred Accounts attributable to Annual Share
Amounts that constitutes Grandfathered Deferrals:






	 	i)	 	For years prior to January 1, 2005, each
Participant who has a Deferred Stock Account shall receive
distributions from such Account attributable to his or her Annual Share
Amounts, and any Dividend Reinvestment Return credited thereon pursuant
to Section 3.7(b), upon the earliest of the Participant’s Separation
from Service, Disability or death. Such Participant, within thirty
(30) days after his or her Deferred Stock Account is credited with an
Annual Share Amount, shall elect the form of payment of any such
distribution (i.e., in a lump sum or in five or in ten
approximately equal annual installments) and the starting date of such
distribution (i.e. as soon as practicable following the event
triggering the distribution or January 31st of the calendar year
immediately following such event).
	 
	 	 	 	In the event that any distribution is elected to be paid in five or
ten approximately equal annual installments, the Participant also may
elect, at the time of the initial form-of-distribution election, to
have the form of distribution, automatically and without further
action on his or her part, converted to a lump sum payment in
accordance with Section 3.8(b) in the event of such Participant’s
death or Disability occurring prior to the expiration of the complete
period of deferral. Except as herein provided, such
form-of-distribution election shall not be changed or revoked.






	 	(g)	 	In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend (including without limitation, stock dividends
consisting of securities other than the shares of Common Stock), distribution
(other than regular cash dividends), stock split, reverse stock split,
separation, spin-off, split-off or other distribution of stock or property of
the Company, or other change in the corporate structure or capitalization,
there shall be appropriate adjustment made by the Board in the number and kind
of shares (rounded to the nearest one-




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	 	 	 	one hundredth of a share) or other property that shall be credited in the
aggregate and to individual Participants’ Deferred Stock Accounts under the
Plan, so that the Participants’ Deferred Stock Accounts reflect the same
equity percentage interest in the Company after the transaction as was the
case before such transaction, and so that each share of Common Stock
credited to a Participant’s Deferred Stock Account before a transaction
accrues the same benefits after the transaction as does each share of
Common Stock outstanding before such transaction.
	 
	 	(h)	 	If at least a majority of the Company’s stock is sold or
exchanged by its Shareholders pursuant to an integrated plan for cash or
property (including Stock of another corporation) or if substantially all of
the assets of the Company are disposed of and, as a consequence thereof, cash
or property is distributed to the Company’s shareholders, each Participant’s
Deferred Stock Account will, to the extent not already so credited under
Section 3.7(b), be (i) credited with the amount of cash or property receivable
by a Company shareholder directly holding the same number of shares of Common
Stock as is credited to such Participant’s Deferred Stock Account and (ii)
debited by that number of shares of Common Stock surrendered by such equivalent
Company shareholder.
	 
	 	(i)	 	Each Participant who has a Deferred Stock Account also shall be
entitled to provide directions to the Committee to cause the Committee to
similarly direct the Trustee of the Trust to vote, on any matter presented for
a vote to the shareholders of the Company, that number of shares of Common
Stock held by the Trust equivalent to the number of shares of Common Stock
credited to the Participant’s Deferred Stock Account. The Committee shall
arrange for distribution to all Participants in a timely manner of all
communications directed generally to the shareholders of the Company as to
which their votes are solicited.
	 
	 	(j)	 	Pursuant to the Policy Statement on Insider Trading and
Securities Transactions, 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 Conversion Election,
Deferred Stock Election or Investment Election that increases or decreases the
amount credited to the Participant’s Deferred Stock Account. The Committee, at
the direction of the Company’s corporate secretary, shall adopt and




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	 	 	 	implement procedures to ensure that the provisions of this subsection are
carried out.






	3.5	 	Conversion Elections






	 	(a)	 	Any individual who has a Deferred Dividends Account,
Deferred Fees Account, Deferred Retainer Account
and/or a Deferred Cash Account may make an additional
election to convert any whole percentage of the
Participant’s deferred account balance as of the date
of such election from a cash balance into a Common
Stock balance which would be credited to his or her
Deferred Stock Account (or, if none, to a new such
account established in the Participant’s name).
	 
	 	(b)	 	When a Conversion Election is made, the Participant’s Deferred
Stock Account will be credited, as soon as administratively practicable
following the effective date of the election, with the number of shares of
Common Stock (rounded to the nearest one-one hundredth of a share) determined
by dividing the portion of the balance in the Participant’s Deferred Dividends
Account, Deferred Retainer Account, Deferred Fees Account, and/or Deferred Cash
Account subject to the Conversion 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 Deferred Stock Account. At the same time, the
Participant’s Deferred Dividends Account, Deferred Retainer Account, Deferred
Fees Account and/or Deferred Cash Account, as the case may be, will be debited
by an amount equal to the amount so credited to the Participant’s Deferred
Stock Account. Once amounts are credited to a Participant’s Deferred Stock
Account such amounts may not be transferred or otherwise converted out of the
Deferred Stock Account.
	 
	 	(c)	 	In no event shall any Conversion Election under this Section
3.5 change the time or form of payment of any deferred amounts.






	3.6	 	Change-of-Form Elections and Additional Deferral Elections






	 	(a)	 	Change-of-Form Elections
	 
	 	 	 	Any Participant, who has made a
Deferral Election, may make an
additional election to change the
form of distribution of the balance
in any of his or her Deferred
Accounts to one of the three
acceptable forms of distributions
under Section 3.8(b).
Notwithstanding the foregoing, all
distributions of Grandfathered
Deferrals under Section 3.8(b) must
be paid in full no later than ten
years after the earliest of the
Participant’s Separation from
Service for any reason, Disability
or death. Only one Change-of-Form
Election may be made by any
Participant with respect to




15









 






	 	 	 	the balance in any Deferred Account attributable to any individual Deferred
Election during any three (3) calendar years; provided,
however, that no such Change-in-Form Election will be effective
with respect to any balance in any Participant’s Deferred Account, unless
made in connection with the establishment of the Deferred Account, until
such balance has been in such Deferred Account for at least two (2)
calendar years. Notwithstanding the foregoing, any Change-of-Form Election
made with respect to any deferred amounts in excess of Grandfathered
Deferrals shall not be effective unless the following requirements are met:






	 	i)	 	the Change-of-Form 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 unforeseen emergency under Section 3.8(c), 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;
	 
	 	iii)	 	any Change-of-Form 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)	 	all distributions under Section 3.8(b) must be
paid in full no later than ten years after the Participant’s Separation
from Service for any reason.
	 
	 	 	 	In all events, no election under this Section 3.6(a) shall be valid
unless the election meets the requirements of subsection 3.6(a)(iv),
even if such election complies with subsections 3.6(a)(i) through
3.6(a)(iii).






	 	(b)	 	Additional Deferral Elections (Change-of-Time)
	 
	 	 	 	Any Participant who has made a Restricted Stock Election, Deferred Dividends Election,
Deferred Retainer Election or Deferred Fees Election may make an additional election to
further postpone the initial starting date for distributions of the balance in his or her
Deferred Dividends Account, Deferred Retainer Account, Deferred Fees Account or Deferred Stock
Account (to the extent attributable to a Deferred Stock Election or




16









 






	 	 	 	Conversion Election with respect to a Restricted Stock Election, Deferred
Dividends Election, Deferred Retainer Election and/or Deferred Fees
Election) to a date no earlier than three full calendar years thereafter
and no later than the latest date that would have been permitted under
Sections 3.2(d) or 3.3(c), as the case may be, for the initial Deferral
Election; provided, however, that only one such Additional
Deferral Election may be made with respect to the balance in any Deferred
Account attributable to any individual Deferral Election. Notwithstanding
the foregoing, all distributions of Grandfathered Deferrals under Section
3.8(b) must be paid in full no later than ten years after the earliest of
the Participant’s Separation from Service for any reason, Disability or
death. In addition, any election made under this Section 3.6(b) with
respect to any deferred amounts in excess of Grandfathered Deferrals 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 unforeseen emergency under Section 3.8(c), 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;
	 
	 	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)	 	all distributions under Section 3.8(b) must be
paid in full no later than ten years after the Participant’s Separation
from Service for any reason.
	 
	 	 	 	In all events, no election under this Section 3.6(b) shall be valid
unless the election meets the requirements of subsection 3.6(b)(iv),
even if such election complies with subsections 3.6(b)(i) through
3.6(b)(iii).





17









 






	3.7	 	Investment Return on Deferred Accounts






	 	(a)	 	If a Participant does not make an Investment
Election as provided below, the Committee
shall credit the balance of each
Participant’s Deferred Pension Account,
Deferred Dividends Account, Deferred Retainer
Account, Deferred Fees Account and Deferred
Cash Account during the calendar year with an
Interest Return equal to interest thereon.
Such balances shall include all Interest
Returns previously credited to the account.
The Interest Return to be credited for each
calendar year shall be calculated by
multiplying the average daily balance in each
such Deferred Account by the Moody’s Seasoned
Aaa Corporate Bond Rate in effect on the
first business day of September of the
previous calendar year, as published in the
weekly Federal Reserve Statistical Release
(Publication H.15). Notwithstanding the
foregoing, at the time the Participant makes
a Deferral Election other than a Restricted
Stock Election or a form of distribution
election, the Participant may make an
Investment Election and select Investment
Options with respect to the amounts credited
to those accounts. If a Participant makes an
Investment Election, additional hypothetical
bookkeeping amounts shall be credited to (or
deducted from) the Participant’s Deferred
Pension Account, Deferred Dividends Account,
Deferred Retainer Account, Deferred Fees
Account or Deferred Cash Account 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.
Investment Elections will continue in effect
until changed by the Participant. A
Participant may change a prior Investment
Election on a daily basis and in such manner
as approved by the Committee.
	 
	 	(b)	 	Each time the Company declares a dividend on its Common Stock,
each Participant’s Deferred Stock Account will be credited with a Dividend
Reinvestment Return equal to that number of shares of Common Stock 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 day such




18









 






	 	 	 	deferred amounts are credited to the Participant’s Deferred Stock Account.
	 
	 	(c)	 	Within 60 days following the end of each calendar year, the
Committee shall furnish each Participant with a statement of account which
shall set forth the balance in each of the individual’s Deferred Accounts as of
the end of such calendar year, inclusive of cumulative Interest Return and/or
Dividend Reinvestment Return.






	3.8	 	Distributions






	 	(a)	 	Upon occurrence of an event specified in the
Participant’s Deferral Election, as modified by any
Change-of-Form Election, the amount of a Participant’s
Deferred Pension Account, Deferred Dividends Account,
Deferred Retainer Account, Deferred Fees Account and/or
Deferred Cash Account shall be paid in cash and the
amount of a Participant’s Deferred Stock Account shall,
except as otherwise provided in Section 3.4(g) or 3.9 or
to the extent the Company is otherwise, in the reasonable
judgment of the Committee, precluded from doing so, be
paid in shares of Common Stock (with any fractional share
interest therein paid in cash to the extent of the then
fair market value thereof), in each case to the
Participant or his or her beneficiary, as applicable.
Such payment(s) shall be from the general assets of the
Company (including the Directors’ Stock Trust) in
accordance with this Section 3.8.
	 
	 	(b)	 	Unless other arrangements are specified by the Committee (in
accordance with Code Section 409A with respect to amounts in excess of
Grandfathered Deferrals), deferred amounts shall be paid in the form of (i) a
lump sum payment, (ii) in five annual installments or (iii) in ten annual
installments, as elected by the Participant at the time of his or her Deferral
Election and as modified by any applicable subsequent Change-of-Form Election;
provided, however, that payments attributable to Grandfathered
Deferrals shall be made only in a single lump sum if payment commences due to
Separation from Service as a result of termination for cause. Such payments
shall be made (or begin to be made) as soon as practicable following the
occurrence of the event making payment necessary or, if later, by the fifteenth
day of the third calendar month following the date such event occurs, as
determined solely by the Committee. Alternatively, the Participant may elect
in the Deferral Election to receive payment on the January 31st of
the calendar year immediately following such event.
	 
	 	(c)	 	In case of an unforeseeable emergency, a Participant may make a
request to the Committee, on a form to be provided by the Committee, that




19









 






	 	 	 	payment be made earlier than the date to which it was deferred;
provided, however, that no such acceleration of the
distribution date(s) shall apply to that portion of the balance(s) in the
Participant’s Deferred Accounts either attributable to Annual Share
Amounts, and any Dividend Reinvestment Return credited thereon pursuant to
Section 3.7(b), or to a Deferred Pension Election, and any Interest Return
or Dividend Reinvestment Return credited thereon pursuant to Section 3.7.
The rules set forth in this Section 3.8(c) govern distributions of amounts
in excess of Grandfathered Deferrals in the case of an unforeseeable
emergency. Distributions of Grandfathered Deferrals in the case of an
unforeseeable emergency shall be governed by terms of the Plan in effect as
of October 3, 2004.
	 
	 	 	 	For purposes of this Section 3.8(c), in connection with any distribution
date acceleration on account of an unforeseeable emergency, 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); or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. Examples of events that may
constitute an unforeseeable emergency include the imminent foreclosure of
or eviction from the Participant’s primary residence; the need to pay for
medical expenses, including non-refundable deductibles, as well as for the
costs of prescription drug medication; and 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)). Whether a Participant is
faced with an unforeseeable emergency will be determined based on the
relevant facts and circumstances of each case, but, in any case, a
distribution on account of an unforeseeable emergency may not be made to
the extent that such emergency is or may be relieved: (i) through
reimbursement or compensation by available insurance or otherwise, (ii) by
liquidation of the Participant’s assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship or (iii) by
cessation of deferrals under the Plan.
	 
	 	 	 	The amount available for distribution on account of an unforeseeable
emergency shall be limited to the amount reasonably necessary to satisfy
the emergency need (which may include amounts necessary to pay any




20









 






	 	 	 	federal, state, local, or foreign income taxes or penalties reasonably
anticipated to result from the distribution), and shall be determined in
accordance with Code Section 409A and the regulations thereunder.
	 
	 	 	 	The Committee shall consider any requests for payment under this Section
3.8(c) in accordance with the standards of interpretation described in Code
Section 409A and the regulations and other guidance thereunder.
	 
	 	(d)	 	The Company shall deduct from all payments under the Plan
federal, State and local income and employment taxes, as required by applicable
law. No Participant or beneficiary shall be entitled to receive any
distribution of shares of Common Stock credited to a Participant’s Deferred
Stock Account until the Company has received full payment of such withholding
obligations in cash.






	3.9	 	General Provisions






	 	(a)	 	The Company shall make no provision for the funding of
any Deferred Accounts payable hereunder that (i) would
cause the Plan to be a funded plan for purposes of
section 404(a)(5) of the Code or (ii) would cause the
Plan to be other than an “unfunded and unsecured
promise to pay money or other property in the future”
under Treasury Regulations § 1.83-3(e); and, except to
the extent specified in the Directors’ Stock Trust
following a “change of control” (as defined in the
Directors’ Stock Trust) of the Company, the Company
shall have no obligation to make any arrangement for
the accumulation of funds to pay any amounts under this
Plan. Subject to the restrictions of the preceding
sentence and in Section 3.9(c), the Company, in its
sole discretion, may establish one or more grantor
trusts described in Treasury Regulations §
1.677(a)-1(d) to accumulate funds and/or shares of
Common Stock to pay amounts under this Plan, provided
that the assets of such trust(s) shall be required to
be used to satisfy the claims of the Company’s general
creditors in the event of the Company’s bankruptcy or
insolvency.
	 
	 	(b)	 	In the event that the Company shall decide to establish an
advance accrual reserve on its books against the future expense of payments
from any Deferred Account, such reserve shall not under any circumstances be
deemed to be an asset of this Plan but, at all times, shall remain a part of
the general assets of the Company, subject to claims of the Company’s
creditors.
	 
	 	(c)	 	A person entitled to any amount under this Plan shall be a
general unsecured creditor of the Company with respect to such amount.




21









 






	 	 	 	Furthermore, a person entitled to a payment or distribution with respect to
a Deferred Account, shall have a claim upon the Company only to the extent
of the balance(s) in his or her Deferred Accounts.
	 
	 	(d)	 	The Participant’s beneficiary under this Plan with respect to
the balance(s) in his or her Deferred Accounts shall be the person designated
to receive benefits on account of the Participant’s death on a form provided by
the Committee.
	 
	 	(e)	 	All commissions, fees and expenses that may be incurred in
operating the Plan and any related trust(s) established in accordance with
Section 3.9(a) (including the Directors’ Stock Trust) will be paid by the
Company.
	 
	 	(f)	 	Notwithstanding any other provision of this Plan, subject to
the restrictions under this Plan with respect to amounts in excess of
Grandfathered Deferrals, and further subject to the requirements of Code
Section 409A and the regulations and other guidance issued thereunder: (i)
elections under this Plan may only be made by Participants while they are
directors of the Company; (ii) no Conversion Election, Change-of-Form Election
or Additional Deferral Election shall be effective if made within six (6)
months prior to the date of the Participant’s Separation from Service on the
Board; (iii) no Change-of-Form Election or Additional Deferral Election shall
be effective with respect to any balance in any Deferred Account that is
scheduled to be paid (or to begin to be paid) within six (6) months after the
date of such election; (iv) distributions of Grandfathered Deferrals otherwise
payable to a Participant in the form of Common Stock shall be delayed and/or
instead paid in cash in an amount equal to the fair market value thereof if
such payment in Common Stock would violate any federal or state securities laws
(including Section 16(b) of the Securities Exchange Act of 1934, as amended)
and/or rules and regulations promulgated thereunder; and (v) distributions of
amounts in excess of Grandfathered Deferrals otherwise payable to a Participant
in the form of Common Stock shall be delayed until the earliest date at which
the Company reasonably anticipates that the making of the payment will not
cause a violation of federal or state securities laws if the payment in Common
Stock would violate any federal or state securities laws (including Section
16(b) of the Securities Exchange Act of 1934, as amended) and/or rules and
regulations promulgated thereunder.






	3.10	 	Non-Assignability
	 
	 	 	Participants, their legal representatives and their beneficiaries shall have no right to
anticipate, alienate, sell, assign, transfer, pledge or encumber their interests in




22









 






	 	 	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.




23









 











ARTICLE IV




Administration





	4.1	 	Plan Administrator
	 
	 	 	Subject to the express provisions of the Plan, the Committee shall
have the exclusive right to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it and to make all other
determinations necessary or advisable for the administration of the
Plan. The decisions, actions and records of the Committee shall be
conclusive and binding upon the Company and all persons having or
claiming to have any right or interest in or under the Plan.
	 
	 	 	The Committee may delegate to such officers, employees or departments
of the Company such authority, duties, and responsibilities of the
Committee as it, in its sole discretion, considers necessary or
appropriate for the proper and efficient operation of the Plan,
including, without limitation, (i) interpretation of the Plan, (ii)
approval and payment of claims, and (iii) establishment of procedures
for administration of the Plan.
	 
	4.2	 	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. In addition, prior to January 1, 2009, in accordance
with procedures established by the Committee, Participants may make a
transition election under Code Section 409A and the guidance issued
thereunder with respect to the distribution of all deferred amounts
under this Plan in excess of Grandfathered Deferrals, which election
shall override the foregoing Plan provisions with respect to the
payment of deferred amounts under this Plan.




24









 











ARTICLE V




Amendment, Termination and Effective Date





	5.1	 	Amendment of the Plan
	 
	 	 	Subject to the provisions of Section 5.3, the Plan may be wholly or
partially amended or otherwise modified at any time by written action
of the Board of Directors; provided, however, that in no event shall
any amendment or modification be made in a manner that is inconsistent
with the requirements under Code Section 409A, nor shall any amendment
or modification be effective which involves an unintentional material
modification (within the meaning of Code Section 409A and any guidance
thereunder) with respect to Grandfathered Deferrals.
	 
	5.2	 	Termination of the Plan
	 
	 	 	Subject to the provisions of Section 5.3, the Plan may be terminated
at any time by written action of the Board of Directors; provided,
however, that in no event shall any termination be made in a manner
that is inconsistent with the requirements under Code Section 409A.
	 
	5.3	 	No Impairment of Benefits
	 
	 	 	Notwithstanding the provisions of Sections 5.1 and 5.2, no amendment
to or termination of the Plan shall impair any rights to benefits
which have accrued hereunder.
	 
	5.4	 	Effective Date
	 
	 	 	The Plan is effective as of November 1, 1996, and has been amended
from time to time thereafter.




25









 











APPENDIX A




EXTENDED DEFERRAL OF EQUITY BASED COMPENSATION INCLUDING 




RESTRICTED STOCK UNITS




     Effective November 22, 2006, the following provisions apply to a Participant’s ability to
defer distribution of Equity-Based Compensation:


A.1 Definitions The following definitions apply to this Appendix A. Any defined term not
defined in this Section A.1 will have the same meaning provided under Article I of the Plan.





	 	(a)	 	“Deferred Equity-Based Compensation Account” means the bookkeeping account
established as a sub-account of the Deferred Stock Account on behalf of a Participant
who makes an Equity-Based Compensation Deferral Election pursuant to Section A.2.
	 
	 	(b)	 	“Equity-Based Compensation Plan” means the Becton, Dickinson and Company 2004
Employee and Director Equity-Based Compensation Plan.
	 
	 	(c)	 	“Equity-Based Compensation Deferral Election” means the election by a
Participant under Section A.2 to defer all or a portion of the Participant’s
Equity-Based Compensation.
	 
	 	(d)	 	“Equity-Based Compensation” means Restricted Stock Units and other stock-based
awards granted under the Equity-Based Compensation Plan, and does not include any such
awards that qualify as vested stock, restricted stock, stock option awards, or stock
appreciation rights.




A.2 Equity-Based Compensation Deferral Election





	 	(a)	 	Each Participant may make an Equity-Based Compensation Deferral Election to
defer the initial starting date the Equity-Based Compensation is otherwise
distributable to the Participant or change an existing Equity-Based Compensation
Deferral Election. Any Equity-Based Compensation Deferral Election that changes the
time of distribution of a Participant’s Equity-Based Compensation: 1) must delay
receipt of such distribution for at least 5 (five) years but not more than 10 (ten)
years beyond the original distribution date; 2) must be made at least 12 months before
the original distribution date; and 3) will not be effective until 12 months after the
new election. Notwithstanding the foregoing, and in accordance with Code Section 409A
and any guidance issued thereunder: (I) a Participant may make an Equity-Based
Compensation Deferral Election that changes the time and manner of payment of
Equity-Based Compensation subject to Code Section 409A and deferred on or before
December 31, 2006 at any time on or before




26









 






	 	 	 	December 31, 2006, provided that the election (1) is for Equity-Based Compensation
not otherwise distributable in 2006, and (2) does not cause an amount to be
distributed to a Participant in 2006; (II) a Participant may make an Equity-Based
Compensation Deferral Election that changes the time and manner of payment of
Equity-Based Compensation subject to Code Section 409A and deferred on or before
December 31, 2007 at any time on or before December 31, 2007, provided that if any
such election is made during the calendar year ending on December 31, 2007, the
election (1) is for Equity-Based Compensation not otherwise distributable in 2007,
and (2) does not cause an amount to be distributed to a Participant in 2007; and
(III) a Participant may make an Equity-Based Compensation Deferral Election that
changes the time and manner of payment of Equity-Based Compensation subject to Code
Section 409A and deferred on or before December 31, 2008 at any time on or before
December 31, 2008, provided that if any such election is made during the calendar
year ending on December 31, 2008, the election (1) is for Equity-Based
Compensation not otherwise distributable in 2008, and (2) does not cause an
amount to be distributed to a Participant in 2008. A Participant may make an
Equity-Based Compensation Deferral Election for any percentage of the Participant’s
Equity-Based Compensation that is a multiple of 10%. Once made, an Equity-Based
Compensation Deferral Election cannot be changed or revoked except as provided
herein.
	 
	 	(b)	 	The Committee shall provide the Participant with the appropriate election forms
with which a Participant may make an Equity-Based Compensation Deferral Election. All
Equity-Based Compensation Deferral Elections (including any modifications of prior
Equity-Based Compensation Deferral Elections otherwise permitted under the Plan) may be
made in accordance with written, electronic or telephonic procedures prescribed by the
Committee.
	 
	 	(c)	 	Equity-Based Compensation that is deferred pursuant to an Equity-Based
Compensation Deferral Election will be transferred to the Deferred Equity-Based
Compensation Account, and credited with dividend equivalent rights as follows: each
time the Company declares a dividend on its Common Stock, each Participant’s Deferred
Equity-Based Compensation Account will be credited with a Dividend Reinvestment Return
equal to that number of shares of Common Stock 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 Equity-Based Compensation Account had that number of
shares of Common Stock been held by such Participant by (ii) the price for shares of
Common Stock, as determined by the Committee, as of the day such deferred amounts are
credited to the Participant’s Deferred Stock Account.




27









 











A.3 Diversification of Equity-Based Compensation Upon Termination of Service





	 	(a)	 	On and after the date the Participant Separates from Service on the Board, and
before the occurrence of the event specified in the terms of the Participant’s
Equity-Based Compensation Deferral Election form, amounts in the Participant’s Deferred
Equity-Based Compensation Account shall, except as otherwise provided in the Plan or to
the extent the Company is otherwise, in the reasonable judgment of the Committee,
precluded from doing so, be transferred to the Participant’s Deferred Stock Account and
administered in accordance with the Plan provisions governing the Deferred Stock
Account.





A.4 Distributions of Equity-Based Compensation





	 	(a)	 	Upon the occurrence of an event specified in the terms of the Participant’s
Equity-Based Compensation Deferral Election form, the Equity-Based Compensation in a
Participant’s Deferred Stock Account shall be paid in accordance with the Plan
provisions governing the distribution of the Deferred Stock Account, in each case to
the Participant or his or her beneficiary, as applicable; and the Equity-Based
Compensation in a Participant’s Deferred Cash Account, if any, shall be paid in the
same manner as provided in Section 3.8(a) for the Deferred Cash Account, in each case
to the Participant or his or her beneficiary, as applicable.
	 
	 	(b)	 	Deferred amounts shall be distributed (or begin to be distributed) as soon as
practicable following the occurrence of the event making distribution necessary, or, if
later, by the fifteenth day of the third calendar month following the date such event
occurs, as determined solely by the Committee.





A.5 Additional Rules





	 	(a)	 	In addition to the provisions of this Appendix A, deferrals of Equity-Based
Compensation shall be governed by the rules under the Plan governing amounts in excess
of Grandfathered Deferrals.






28