Exhibit 10(d)(i)



 










BECTON, DICKINSON AND COMPANY 


DEFERRED COMPENSATION AND RETIREMENT BENEFIT RESTORATION PLAN


As Amended and Restated as of November 26, 2008 

 


















	
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


Including Amendments Adopted through December 31, 2008 


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. 


- 1 -










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 committee that 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.

	 





-13- 












  	(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

	 





-15- 












  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

	 





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  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. 



-17- 











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:

	 





-18- 












  	 	(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

	 





-20- 












  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;

	 





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  	 	(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

	 




-25- 








 


	 	 	 	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
  
	 




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	        	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 monthly 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
  
	 




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	 	          	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

  
	 




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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

  
	 




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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

  
	 




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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

  
	 




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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;
	 




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(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

  
	 




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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
  
	 




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	 	 	 	        	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.
  
	 




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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. 



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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. 



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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. 



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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 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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