exv4w2






Exhibit 4.2




[FORM OF FACE OF SECURITY]




[Legend for Registered Global Security: Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate issued is registered
in the name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]




BECTON, DICKINSON AND COMPANY




3.125% Notes due November 8, 2021



			
	CUSIP [         ]	 	 
	 	 	 
	No. [      ]
	 	$[      ]






     BECTON, DICKINSON AND COMPANY, a New Jersey corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”) for
value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
$[ ] on November 8, 2021 and to pay interest, on May 8 and November 8 of each year, commencing May
8, 2012, on said principal sum at the rate of 3.125% per annum, from November 8, 2011 or from the
most recent interest payment date to which interest has been paid or provided for, as the case may
be, until payment of said principal sum has been made or duly provided for; provided, however, that
payment of interest may be made at the option of the Company (i) by check mailed to the address of
the person entitled thereto as such address shall appear on the register of Notes or (ii) by
transfer in immediately available funds to an account maintained by the person entitled thereto as
specified in the register of Notes. The interest so payable on any May 8 or November 8 will,
subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this Note is registered at the close of business on the May 1 or
November 1 immediately preceding the applicable interest payment date.



     Reference is made to the further provisions of this Note set forth on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though fully set forth at
this place.



     This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under the Indenture referred to on the
reverse hereof.



 









 





     IN WITNESS HEREOF, Becton, Dickinson and Company has caused this Note to be executed in its
name and on its behalf by the signatures of two of its officers authorized to execute Securities
pursuant to the Indenture and has caused its corporate seal to be affixed hereunto or imprinted
hereon.



Dated: [         ]




	 	 	 	 	 
	 	BECTON, DICKINSON AND COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



TRUSTEE’S CERTIFICATE

OF AUTHENTICATION




This Note is one of the Securities of the series referred to herein issued pursuant to the
within-mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer       	 
	 	 	 	 



 









 






	 	 	 	 	 



[FORM OF REVERSE OF SECURITY]




BECTON, DICKINSON AND COMPANY



3.125% Notes due November 8, 2021




     This Note is one of a duly authorized issue of debentures, notes or other evidences of
indebtedness of the Company (herein called the “Securities”) of the series hereinafter specified,
all issued or to be issued under and pursuant to an Indenture, dated as of March 1, 1997 (as
amended or supplemented, herein called the “Indenture”), duly executed and delivered by the Company
and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”), to which the
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities thereunder of the
Company, the Trustee and the holders of the Securities. The Securities may be issued in one or
more series, which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking, purchase or
analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of
a series designated as the 3.125% Notes due November 8, 2021 (the “Notes”) limited in aggregate
principal amount to $1,000,000,000 (except as in the Indenture provided). The Company may, from
time to time, without the consent of the existing holders of the Notes, issue additional notes
under the Indenture having the same terms as the Notes in all respects, except for issue date,
issue price and the initial interest payment date. Any such additional notes will be consolidated
with and form a single series with the Notes. Terms defined in the Indenture have the same
definitions herein unless otherwise specified.



     In case an Event of Default, as defined in the Indenture, with respect to the Notes shall have
occurred and be continuing, the principal hereof and interest hereon may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the holders of the
Securities of any series at any time by the Company and the Trustee with the consent of the holders
of a majority in aggregate principal amount of the outstanding Securities of such series, each
affected series voting separately. The Indenture also contains provisions permitting the holders
of a majority in aggregate principal amount of the outstanding Securities of any series, on behalf
of the holders of all the Securities of such series, to waive certain past defaults under the
Indenture and their consequences. Any such consent or waiver by or on behalf of the holder of this
Note shall be conclusive and binding upon such holder and upon all future holders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note or such other Note.



 









 





     Subject to the terms of the Indenture, the Company may elect either (i) to defease and be
discharged from any and all obligations with respect to the Notes or (ii) to be released from its
obligations with respect to certain covenants applicable to the Notes, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to this Note.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the respective times, at the rate and in
the coin or currency prescribed herein.



     The Notes are redeemable as a whole or in part at the option of the Company at any time, at a
redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be
redeemed and (2) the sum of the present values of the Remaining Scheduled Payments on the Notes,
discounted to the redemption date on a semiannual basis, assuming a 360-day year consisting of
twelve 30-day months, at the Treasury Rate plus 20 basis points, plus in each case, accrued
interest to the date of redemption on the principal balance of the Notes being redeemed. For the
purposes hereof:



     “Treasury Rate” means, for any redemption date, the annual rate equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue equal to the Comparable Treasury Price, expressed as a percentage of its principal
amount, for such redemption date. The yield of the Comparable Treasury Issue shall be computed as
of the second business day immediately preceding the redemption date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the applicable remaining term of the Notes being redeemed.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.



     “Reference Treasury Dealer” means each of the investment banks the Company may use to select a
Comparable Treasury Issue including Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, their
successors and any two other nationally recognized investment banking firms that the Company will
appoint from time to time that are primary dealers of U.S. government securities in New York City;
provided, however, that if any of the firms ceases to be a primary dealer of U.S. government
securities in New York City, the Company shall appoint another nationally recognized investment
banking firm as a substitute therefor.



     “Comparable Treasury Price” means, for any redemption date, (1) the average of the Reference
Treasury Dealer Quotations obtained by the Trustee for that redemption date after excluding the
highest and lowest of those Reference Treasury Dealer Quotations; or (2) if the Trustee obtains
fewer than four Reference Treasury Dealer Quotations, the average of all those quotations.



     “Reference Treasury Dealer Quotation” means, with respect to any redemption date, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable Treasury



 









 





Issue, expressed in each case as a percentage of its principal amount, quoted in writing to
the Trustee by a Reference Treasury Dealer as of 3:30 p.m., New York time, on the third business
day preceding that redemption date. The Trustee shall seek Reference Treasury Dealer Quotations in
respect of any redemption date from each of the then-existing Reference Treasury Dealers.




     “Remaining Scheduled Payments” means, with respect to each note being redeemed, the remaining
scheduled payments of principal and interest on that Note that would be due after the related
redemption date but for the redemption; provided, however, that if the redemption date is not an
interest payment date with respect to that Note, the amount of the next succeeding scheduled
interest payment on that Note that would have been due will be deemed reduced by the amount of
interest accrued on the Note to the redemption date.



     Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of the Notes or portions thereof called for redemption. On and
after any redemption date, the Notes or any portion of the Notes called for redemption will stop
accruing interest. On or before any redemption date, the Company will deposit with the paying
agent or the Trustee money sufficient to pay the accrued interest on the Notes to be redeemed and
their redemption price. If less than all of the Notes are redeemed, the Trustee will choose the
Notes to be redeemed by any method that it deems fair and appropriate.



     Upon the presentment for registration of transfer of this Note at the office or agency of the
Company designated for such purpose pursuant to the Indenture, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.



     Prior to due presentment for registration of transfer of this Note, the Company, the Trustee
or any Note registrar, co-registrar, paying agent or authenticating agent, may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of
receiving payment hereof, or on account hereof, and for all other purposes, and the Company, the
Trustee and any Note registrar, co-registrar, paying agent and authenticating agent shall not be
affected by any notice to the contrary.