Exhibit 10(d)(ii)


BECTON, DICKINSON AND COMPANY


1996 DIRECTORS’ DEFERRAL PLAN


Amended and Restated as of November 26, 2008






ARTICLE I


Definitions


	
 

	
 


	
1.1

	
“Accrued
 Pension” means the U.S. dollar amount of the actuarially-determined present
 value of the accrued and unpaid past service pension benefits under the
 Directors’ Nonqualified Pension Arrangements of a Director acting as such at
 and as of June 30, 1996, as calculated by Kwasha Lipton as of the Termination
 Date, taking into account the Director’s age and years and months of past
 service and such other assumptions as shall be reasonable and uniformly
 applied to all Directors. 


	
 

	
 


	
1.2

	
“Additional
 Deferral Election” means the election by a Participant under Section 3.6(b)
 to further defer the date payment otherwise would be made (or begin to be
 made) from a Participant’s Deferred Account.


	
 

	
 


	
1.3

	
“Annual
 Share Amount” means the number of shares of Common Stock (which is set as of
 the date hereof at 400 shares) that the Board, from time to time for years prior
 to January 1, 2005, may agree to credit to Deferred Stock Accounts as
 compensation to continuing Directors. 


	
 

	
 


	
1.4

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


	
 

	
 


	
1.5

	
“Change-of-Form
 Election” means the election by a Participant under Section 3.6(a) to change
 the form of distribution from any of his or her Deferred Accounts.


	
 

	
 


	
1.6

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


	
 

	
 


	
1.7

	
“Committee”
 means the Committee on Directors of the Board, or such other committee as may
 be designated by the Board to be responsible for administering the Plan.


	
 

	
 


	
1.8

	
“Common
 Stock” means the common stock ($1.00 par value) of the Company, including any
 shares into which it may be split, subdivided or combined.


	
 

	
 


	
1.9

	
“Company”
 means Becton, Dickinson and Company, and any successor thereto.


	
 

	
 


	
1.10

	
“Conversion
 Election” means the election by a Participant under Section 3.5(a) to convert
 some or all of his or her Deferred Retainer Account balance, Deferred 





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Fees Account
 balance and/or Deferred Dividends Account balance from a cash balance into a
 Deferred Stock Account balance.


	
 

	
 


	
1.11

	
“Deferral
 Election” means a Deferred Pension Election, Restricted Stock Election,
 Deferred Dividends Election, Deferred Retainer Election, Deferred Fees
 Election and/or a form-of-distribution election under Section 3.4(e).


	
 

	
 


	
1.12

	
“Deferred
 Account” means the Participant’s Deferred Pension Account, Deferred Dividends
 Account, Deferred Retainer Account, Deferred Fees Account, Deferred Cash
 Account and/or Deferred Stock Account.


	
 

	
 


	
1.13

	
“Deferred
 Cash Account” means the bookkeeping account established under Section 3.5(b)
 on behalf of a Participant, and includes any Interest Return credited thereto
 pursuant to Section 3.7(a).


	
 

	
 


	
1.14

	
“Deferred
 Dividends” means the amount of cash dividends on his or her Restricted Stock
 that a Participant has elected to defer until a later year pursuant to an
 election under Section 3.2 (c).


	
 

	
 


	
1.15

	
“Deferred
 Dividends Account” means the bookkeeping account established under Section
 3.2(c) on behalf of a Participant, and includes any Interest Return credited
 thereto pursuant to Section 3.7(a).


	
 

	
 


	
1.16

	
“Deferred
 Dividends Election” means the election by a Participant under Section 3.2(c)
 to defer until a later year receipt of some or all of the dividends payable
 in the following year on his or her Restricted Stock.


	
 

	
 


	
1.17

	
“Deferred
 Fees” means the amount of a Participant’s fees (other than the Participant’s
 annual Board retainer fees) that such Participant has elected to defer until
 a later year pursuant to an election under Section 3.3(a).


	
 

	
 


	
1.18

	
“Deferred
 Fees Account” means the bookkeeping account established under Section 3.3 on
 behalf of a Participant, and includes any Interest Return credited thereto
 pursuant to Section 3.7(a).


	
 

	
 


	
1.19

	
“Deferred
 Fees Election” means the election by a Participant under Section 3.3 to defer
 until a later year receipt of some or all of his or her fees (other than
 annual Board retainer).


	
 

	
 


	
1.20

	
“Deferred
 Pension” means the amount of a Participant’s Accrued Pension that such
 Participant has elected to defer until a later year pursuant to an election
 under Section 3.1.





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1.21

	
“Deferred
 Pension Account” means the bookkeeping Account established under Section 3.1
 on behalf of a Participant, and includes any Interest Return credited thereto
 pursuant to Section 3.7(a).


	
 

	
 


	
1.22

	
“Deferred
 Pension Election” means the election by a Participant under Section 3.1 to
 defer until a later year receipt of some or all of his or her Accrued
 Pension.


	
 

	
 


	
1.23

	
“Deferred
 Retainer” means the amount of a Participant’s annual Board retainer fees that
 such Participant has elected to defer until a later year pursuant to an
 election under Section 3.3(a).


	
 

	
 


	
1.24

	
“Deferred
 Retainer Account” means the bookkeeping account established under Section 3.3
 on behalf of a Participant, and includes any Interest Return credited thereto
 pursuant to Section 3.7(a).


	
 

	
 


	
1.25

	
“Deferred
 Retainer Election” means the election by a Participant under Section 3.3(a)
 to defer until a later year receipt of some or all of his or her annual Board
 retainer.


	
 

	
 


	
1.26

	
“Deferred
 Stock Account” means the bookkeeping account established under Sections 3.2,
 3.4 and/or 3.5 on behalf of a Participant and includes, in addition to
 amounts stated in those Sections, all Dividend Reinvestment Returns credited
 thereto pursuant to Section 3.7(b).


	
 

	
 


	
1.27

	
“Deferred
 Stock Election” means the election by a Participant under Section 3.4(a)
 and/or (c) to have his or her Deferred Pension, Deferred Dividends, Deferred
 Retainer and/or Deferred Fees credited in the form of Common Stock to the
 Participant’s Deferred Stock Account.


	
 

	
 


	
1.28

	
“Director”
 means a member of the Board who is not an employee of the Company.


	
 

	
 


	
1.29

	
“Directors’
 Nonqualified Pension Arrangements” means the unfunded pension benefits
 payable to Directors pursuant to resolutions of the Board dated November 24,
 1981 and March 28, 1995.


	
 

	
 


	
1.30

	
“Directors’
 Stock Trust” means the Becton, Dickinson and Company 1996 Directors’ Deferral
 Trust established as of November 15, 1996 between the Company and Wachovia
 Bank of North Carolina, N.A.


	
 

	
 


	
1.31

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





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The
 Participant is unable to engage in any substantial gainful activity by reason
 of any medically determinable physical or mental impairment that can be
 expected to result in death or can be expected to last for a continuous
 period of not less than 12 months.


	
 

	
 


	
 

	
A
 Participant will be deemed to have suffered a Disability if determined to be
 totally disabled by the Social Security Administration. In addition, the
 Participant will be deemed to have suffered a Disability if determined to be
 disabled in accordance with a disability insurance program maintained by the
 Company, provided that the definition of disability applied under such
 disability insurance program complies with the requirements of Code Section
 409A and the regulations thereunder.


	
 

	
 


	
1.32

	
“Dividend
 Reinvestment Return” means the amounts which are credited to each
 Participant’s Deferred Stock Account pursuant to Section 3.7(b) to reflect
 dividends declared and paid by the Company on its Common Stock.


	
 

	
 


	
1.33

	
“Effective
 Date” means the effective date of the Plan set forth in Section 5.4.


	
 

	
 


	
1.34

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


	
 

	
 


	
1.35

	
“Grandfathered
 Deferrals” means amounts deferred hereunder before January 1, 2005 (and the
 earnings credited thereon before, on or after January 1, 2005) for which (i)
 the Participant had a legally binding right as of December 31, 2004, to be
 paid the amount, and (ii) such right to the amount was earned and vested as
 of December 31, 2004 and was credited to any of the Participant’s
 accounts hereunder. 


	
 

	
 


	
1.36

	
“Interest
 Return” means the amounts which are credited from time to time to each
 Participant’s Deferred Pension Account, Deferred Dividends Account, Deferred
 Retainer Account, Deferred Fees Account and/or Deferred Cash Account pursuant
 to Section 3.7(a).


	
 

	
 


	
1.37

	
“Investment
 Election” means the Participant’s election to have deferred amounts credited
 with hypothetical earnings credits (or losses) that track the investment
 performance of the Investment Options in accordance with Article III.


	
 

	
 


	
1.38

	
“Investment
 Options” means those hypothetical targeted investment options, other than
 Common Stock, designated by the Committee as measurements of the rate of
 return to be credited to (or charged against) amounts deferred to
 Participants’ accounts other than their Deferred Stock Accounts.





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1.39

	
“Participant”
 means an individual who is eligible to participate in this Plan in accordance
 with Article II.


	
 

	
 


	
1.40

	
“Payment
 Date” means the last day of January, April, July or October of each calendar
 year on which the Directors are paid their compensation for the immediately
 preceding three (3) month period.


	
 

	
 


	
1.41

	
“Plan” means
 the Becton, Dickinson and Company 1996 Directors’ Deferral Plan as from time
 to time in effect.


	
 

	
 


	
1.42

	
“Restricted
 Stock” means the shares of Common Stock issued to a Director, and bearing
 restrictions, pursuant to the Company’s 1994 Restricted Stock Plan for
 Non-Employee Directors.


	
 

	
 


	
1.43

	
“Restricted
 Stock Election” means the election by a Participant under Section 3.2(a) to
 surrender some or all of his or her shares of Restricted Stock to the Company
 and to have an equal number of shares of Common Stock credited to the
 Participant’s Deferred Stock Account.


	
 

	
 


	
1.44

	
“Separation
 from Service” means a termination or other separation from service with the
 Board determined in a manner consistent with Code Section 409A and the
 regulations thereunder. 


	
 

	
 


	
1.45

	
“Shareholders’
 Meeting” means the regular annual meeting of the shareholders of the Company.


	
 

	
 


	
1.46

	
“Termination
 Date” means December 1, 1996, the date as of which the Directors’
 Nonqualified Pension Arrangements will have been effectively terminated.





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ARTICLE II


Participation


	
 

	
 

	
 

	
 


	
2.1

	
Participation


	
 

	
 


	
 

	
(a)

	
Participation
 in the Plan shall be limited to an individual who, as at the Effective Date
 of the Plan and/or any subsequent first day of any calendar quarter, is a
 Director.


	
 

	
 

	
 


	
 

	
(b)

	
The
 Committee may, consistent with Company policy:


	
 

	
 

	
 


	
 

	
 

	
(i)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

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





7






ARTICLE III


Deferral Elections, Accounts and
Distributions


	
 

	
 

	
 

	
 


	
3.1

	
Deferred
 Pension Election


	
 

	
 


	
 

	
(a)

	
Any
 Participant, who has an Accrued Pension as of the Termination Date, may make
 a single one-time election, on or before December 5, 1996 in writing and on a
 form to be furnished by the Committee, to convert 25%, 50%, 75% or 100% of
 his or her Accrued Pension into a Deferred Pension Account under the Plan.
 Upon making a Deferred Pension Election, a new Deferred Pension Account will
 be established in the Participant’s name and will be credited, on or about
 December 20, 1996, with the amount of his or her Accrued Pension so
 converted. For purposes of clarification, all amounts credited to a Deferred
 Pension Account are Grandfathered Deferrals.


	
 

	
 

	
 


	
 

	
(b)

	
Once made, a
 Deferred Pension Election cannot be changed or revoked except as provided
 herein.


	
 

	
 

	
 


	
 

	
(c)

	
A Deferred
 Pension Election shall defer the starting date for the payment of the
 designated amount of the Participant’s Accrued Pension, and any Interest
 Return credited thereon pursuant to Section 3.7, until the earliest of the
 Participant’s Separation from Service, Disability, or death. 


	
 

	
 

	
 


	
 

	
(d)

	
In the event
 of any such Deferred Pension Election, the form of payment of any
 distribution (i.e., in a lump sum or in five or in ten annual
 installments) and the starting date of such distribution (i.e., as
 soon as practicable following the event triggering the distribution or
 January 31st of the calendar year immediately following such
 event) shall be elected at the same time. In the event that any distribution
 is elected to be paid in five or ten annual installments, the Participant
 also may elect, at the time of the Deferred Pension Election, to have the
 form of distribution, automatically and without further action on his or her
 part, converted to a lump sum payment in accordance with Section 3.8(b) in
 the event of such Participant’s death or Disability occurring prior to the
 expiration of the complete period of deferral. Except as herein provided, such
 form-of-payment election shall not be changed or revoked.


	
 

	
 

	
 


	
3.2

	
Restricted
 Stock Elections and Deferred Dividends Elections – (Grandfathered)


	
 

	
 


	
 

	
(a)

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





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50%, 75% or
 100% of his or her shares of Restricted Stock. Upon making such Restricted
 Stock Election, a new Deferred Stock Account will be established in the
 Participant’s name to which will be credited, on or about December 20, 1996,
 a number of shares of Common Stock equal to the number so surrendered. For
 purposes of clarification, any amounts credited to a Participant’s Deferred
 Stock Account on account of the one-time election described above shall
 constitute Grandfathered Deferrals.


	
 

	
 

	
 


	
 

	
(b)

	
A
 Participant who makes a Restricted Stock Election will defer the receipt of
 any balance in the Participant’s Deferred Stock Account, including any
 Dividend Reinvestment Return credited thereto pursuant to Section 3.7(b),
 until the earliest of the Participant’s (i) Disability, (ii) death and (iii)
 the latest of (1) the date on which such shares of Restricted Stock otherwise
 would have vested, (2) January 2, 1998, and (3) the date of Separation from
 Service.


	
 

	
 

	
 


	
 

	
(c)

	
A
 Participant who makes a Deferred Dividends Election may defer the payment of
 any Deferred Dividends, and any Interest Return credited thereon pursuant to
 Section 3.7(a), until (i) the earliest of the Participant’s Separation from
 Service, Disability or death or (ii) a fixed date which is no earlier than
 three full calendar years after the calendar year during which the Deferred
 Dividends otherwise were payable and no later than ten years after the date
 specified in (i), provided, however, that all distributions
 under Section 3.8(b) must be paid in full no later than ten years after the
 earliest of the Participant’s Separation from Service, Disability or death. 


	
 

	
 

	
 


	
 

	
(d)

	
Once made,
 neither a Restricted Stock Election nor a Deferred Dividends Election can be
 changed or revoked except as provided herein.


	
 

	
 

	
 


	
 

	
(e)

	
In the event
 of any such Restricted Stock Election or Deferred Dividends Election, the
 form of payment of any distribution (i.e., in a lump sum or in five or
 in ten annual installments) and the starting date of such distribution (i.e.,
 as soon as practicable following the event causing the distribution or
 January 31st of the calendar year immediately following such event)
 shall be elected at the same time as the initial deferral election. In the
 event that any distribution is elected to be paid in five or ten annual
 installments, the Participant also may elect, at the time of the Restricted
 Stock Election or Deferred Dividends Election, to have the form of
 distribution, automatically and without further action on his or her part,
 converted to a lump sum payment in accordance with Section 3.8(b) in the
 event of such Participant’s death or Disability occurring prior to the
 expiration of the complete period of deferral. Except as herein provided,
 such form-of-payment election shall not be changed or revoked. 





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3.3

	
Deferred
 Retainer Elections and Deferred Fees Elections


	
 

	
 


	
 

	
(a)

	
With respect
 to an individual who is eligible to participate in this Plan in accordance
 with Section 2.1, elections of Deferred Retainer and/or Deferred Fees shall
 be made in writing on forms to be furnished by the Committee. A Deferred
 Retainer Election and/or a Deferred Fees Election shall apply only to the
 Director’s annual retainer or fees, as the case may be, for the particular
 calendar year specified in the election. A Participant may elect to defer
 from 1% of his or her annual retainer to 100% of that retainer (in increments
 of 1%) and/or from 1% to 100% of his or her other fees (in increments of 1%).
 For purposes of clarification, the portion of the amounts credited to a
 Participant’s Deferred Fees Account or Deferred Retainer Account on account
 of the elections described above that was earned and vested prior to January
 1, 2005 shall constitute Grandfathered Deferrals, and all other amounts so
 credited shall constitute amounts in excess of Grandfathered Deferrals that
 are subject to Code Section 409A. Amounts that constitute Grandfathered
 Deferrals shall be governed by the terms of the Plan in effect as of October
 3, 2004. 


	
 

	
 

	
 


	
 

	
(b)

	
A Deferred
 Retainer Election and/or Deferred Fees Election with respect to payments for
 a particular calendar year under this Plan (i) must be made during the time
 period specified by the Committee, but in no event later than the December 31
 immediately preceding that calendar year and (ii) once made, cannot be
 changed or revoked after the final deadline established by the Committee for
 making the election. Notwithstanding the prior sentence, in the case of a
 newly-elected Director who first becomes eligible to participate in the Plan
 during the calendar year (and is not otherwise eligible for participation in
 a non-qualified deferred compensation plan required to be aggregated with
 this Plan under Code Section 409A), the initial Deferred Retainer Election
 and/or Deferred Fees Election may be made within thirty (30) days following
 the date the Director is otherwise eligible to participate in the Plan, and
 shall be effective only with respect to amounts earned after the date of the
 Deferred Retainer Election and/or Deferred Fees Election. All such Deferred
 Retainer amounts shall be credited to the Participant’s Deferred Retainer
 Account (or, if none, to a new such account established in the Participant’s
 name) and all such Deferred Fees shall be credited to the Participant’s
 Deferred Fees Account (or, if none, to a new such account established in the
 Participant’s name) as of each quarterly Payment Date. 


	
 

	
 

	
 


	
 

	
(c)

	
A
 Participant who makes a Deferred Retainer Election or a Deferred Fees
 Election may defer the payment of any retainer and/or fees, and any Interest
 Return credited thereon pursuant to Section 3.7(a), until (i) the
 Participant’s Separation from Service for any reason or (ii) a fixed date 





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which is no
 earlier than three full calendar years after the calendar year during which
 the Deferred Retainer or Deferred Fees otherwise were payable and no later
 than ten years after the earliest date specified in (i), provided, however,
 that all distributions under Section 3.8(b) must be paid in full no later
 than ten years after the Participant’s Separation from Service for any
 reason.


	
 

	
 

	
 


	
 

	
(d)

	
In the event
 of any such Deferred Retainer Election or Deferred Fees Election, the form of
 payment of any distribution (i.e., in a lump sum or in five or ten
 annual installments) and the starting date of such distribution (i.e.,
 as soon as practicable following the event causing the distribution or
 January 31st of the calendar year immediately following such
 event) shall be elected at the same time. In the event that any distribution
 is elected to be paid in five or ten annual installments, the Participant
 also may elect, at the time of the Deferred Retainer Election and/or Deferred
 Fees Election, to have the form of distribution, automatically and without
 any further action on his or her part, converted to a lump sum payment in
 accordance with Section 3.8(b) in the event of such Participant’s death or
 Disability occurring prior to the expiration of the complete period of
 deferral. Except as herein provided, such form-of-payment election shall not
 be changed or revoked.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Notwithstanding
 the foregoing, distributions of Grandfathered Deferrals shall continue to be
 made in accordance with Participant elections made under the Plan in effect
 as of December 31, 2004.


	
 

	
 

	
 


	
3.4

	
Deferred
 Stock Elections


	
 

	
 


	
 

	
(a)

	
The portion
 of the amounts credited to a Participant’s Deferred Stock Account on account
 of any election made pursuant to this Section 3.4 that was earned and vested
 prior to January 1, 2005 shall constitute Grandfathered Deferrals, and all
 other amounts so credited shall constitute amounts in excess of Grandfathered
 Deferrals that are subject to Code Section 409A. Amounts that constitute
 Grandfathered Deferrals shall be governed by the terms of the Plan in effect
 as of December 31, 2004.


	
 

	
 

	
 


	
 

	
(b)

	
Instead of
 being credited to the Participant’s Deferred Pension Account, each
 Participant who makes a Deferred Pension Election also may elect to have 25%,
 50%, 75% or 100% of the amount otherwise creditable to his or her Deferred
 Pension Account instead credited in the form of Common Stock to a new
 Deferred Stock Account established in the Participant’s name.





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(c)

	
When a
 Deferred Stock Election is made in connection with a Deferred Pension
 Election, the Participant’s Deferred Stock Account will be credited on or
 about December 20, 1996, with the number of shares of Common Stock (rounded
 to the nearest one-one hundredth of a share) determined by dividing the
 amount of the Participant’s Accrued Pension with respect to which the
 Deferred Stock Election applies, by the average price paid by the Trustee of
 the Directors’ Stock Trust for shares of Common Stock with respect to such
 date or, if the Trustee shall not purchase shares of Common Stock equal to
 the number of shares of Common Stock creditable to all Participants’ Deferred
 Stock Accounts on such date, then, to the extent of such shortfall, such
 price shall be the price for shares of Common Stock, determined by the
 Committee, as of the day such deferred amounts are credited to the
 Participant’s Deferred Stock Account. At the same time, the Participant’s
 Deferred Pension Account will be debited by the amount so credited to the
 Participant’s new Deferred Stock Account.


	
 

	
 

	
 


	
 

	
(d)

	
Instead of
 being credited to the Participant’s Deferred Dividends Account, Deferred
 Retainer Account or Deferred Fees Account, each Participant also may elect to
 have up to 100% (in increments of 1%) of his or her Deferred Dividends,
 Deferred Retainer and/or Deferred Fees credited in the form of Common Stock
 to the Participant’s Deferred Stock Account. Except as provided in Section
 3.5, an election to have Deferred Dividends, Deferred Retainer or Deferred
 Fees credited to the Participant’s Deferred Stock Account must be made
 concurrently with the Deferred Dividends Election, Deferred Retainer Election
 or Deferred Fees Election, as the case may be.


	
 

	
 

	
 


	
 

	
(e)

	
A
 Participant’s Deferred Stock Account will be credited:


	
 

	
 

	
 


	
 

	
 

	
i)

	
regularly,
 as of each date on which dividends are paid on the Common Stock, with the
 number of shares of Common Stock determined by dividing the portion of the Participant’s
 Deferred Dividends for such dividend payment date subject to the Deferred Stock
 Election by the price for shares of Common Stock,
 determined by the Committee, as of the day such deferred amounts are credited
 to the Participant’s Deferred Stock Account;





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ii)

	
quarterly,
 as of each Payment Date, with the number of shares of Common Stock determined
    by dividing the portion of the Participant’s Deferred Retainer and/or
    Deferred Fees accumulated during the preceding fiscal quarter and which are
    subject to the Deferred Stock Election by the price for shares of Common
    Stock, determined by the Committee, as of the day such deferred amounts are
    credited to the Participant’s Deferred Stock Account; and


	
 

	
 

	
 

	
 


	
 

	
 

	
iii)

	
for years
 prior to January 1, 2005, annually, as of the day after the Shareholders’
 Meeting with the Annual Share Amount, if, after such meeting the Participant
 was elected or continued to serve as a Director of the Company.


	
 

	
 

	
 

	
 


	
 

	
(f)

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


	
 

	
 

	
 


	
 

	
 

	
i)

	
For years
 prior to January 1, 2005, each Participant who has a Deferred Stock Account
 shall receive distributions from such Account attributable to his or her
 Annual Share Amounts, and any Dividend Reinvestment Return credited thereon
 pursuant to Section 3.7(b), upon the earliest of the Participant’s Separation
 from Service, Disability or death. Such Participant, within thirty (30) days
 after his or her Deferred Stock Account is credited with an Annual Share
 Amount, shall elect the form of payment of any such distribution (i.e.,
 in a lump sum or in five or in ten approximately equal annual installments) and
 the starting date of such distribution (i.e. as soon as practicable following
 the event triggering the distribution or January 31st of the calendar year
 immediately following such event). 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
In the event
 that any distribution is elected to be paid in five or ten approximately
 equal annual installments, the Participant also may elect, at the time of the
 initial form-of-distribution election, to have the form of distribution,
 automatically and without further action on his or her part, converted to a
 lump sum payment in accordance with Section 3.8(b) in the event of such
 Participant’s death or Disability occurring prior to the expiration of the
 complete period 





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of deferral.
 Except as herein provided, such form-of-distribution election shall not be
 changed or revoked.


	
 

	
 

	
 

	
 


	
 

	
(g)

	
In the event
 of any merger, consolidation, reorganization, recapitalization, stock
 dividend (including without limitation, stock dividends consisting of
 securities other than the shares of Common Stock), distribution (other than
 regular cash dividends), stock split, reverse stock split, separation,
 spin-off, split-off or other distribution of stock or property of the
 Company, or other change in the corporate structure or capitalization, there
 shall be appropriate adjustment made by the Board in the number and kind of
 shares (rounded to the nearest one-one hundredth of a share) or other
 property that shall be credited in the aggregate and to individual
 Participants’ Deferred Stock Accounts under the Plan, so that the
 Participants’ Deferred Stock Accounts reflect the same equity percentage
 interest in the Company after the transaction as was the case before such
 transaction, and so that each share of Common Stock credited to a
 Participant’s Deferred Stock Account before a transaction accrues the same
 benefits after the transaction as does each share of Common Stock outstanding
 before such transaction.


	
 

	
 

	
 


	
 

	
(h)

	
If at least
 a majority of the Company’s stock is sold or exchanged by its Shareholders
 pursuant to an integrated plan for cash or property (including Stock of
 another corporation) or if substantially all of the assets of the Company are
 disposed of and, as a consequence thereof, cash or property is distributed to
 the Company’s shareholders, each Participant’s Deferred Stock Account will,
 to the extent not already so credited under Section 3.7(b), be (i) credited
 with the amount of cash or property receivable by a Company shareholder
 directly holding the same number of shares of Common Stock as is credited to
 such Participant’s Deferred Stock Account and (ii) debited by that number of
 shares of Common Stock surrendered by such equivalent Company shareholder.


	
 

	
 

	
 


	
 

	
(i)

	
Each
 Participant who has a Deferred Stock Account also shall be entitled to
 provide directions to the Committee to cause the Committee to similarly
 direct the Trustee of the Trust to vote, on any matter presented for a vote
 to the shareholders of the Company, that number of shares of Common Stock
 held by the Trust equivalent to the number of shares of Common Stock credited
 to the Participant’s Deferred Stock Account. The Committee shall arrange for
 distribution to all Participants in a timely manner of all communications
 directed generally to the shareholders of the Company as to which their votes
 are solicited. 


	
 

	
 

	
 


	
 

	
(j)

	
Pursuant to
 the Policy Statement on Insider Trading and Securities Transactions, as the
 same may be amended (the “Policy”), there are time





14






	
 

	
 

	
 

	
 


	
 

	
 

	
periods
 (each, a “blackout period”) during which time Participants may not effect
 transactions, directly or indirectly, in Company equity securities. Under the
 Policy, the Company’s corporate secretary may also impose additional blackout
 periods with respect to some or all Participants. Participants whose ability
 to effect transactions is prohibited during such blackout periods also will
 be prohibited during such periods from making any Conversion Election,
 Deferred Stock Election or Investment Election that increases or decreases
 the amount credited to the Participant’s Deferred Stock Account. The
 Committee, at the direction of the Company’s corporate secretary, shall adopt
 and implement procedures to ensure that the provisions of this subsection are
 carried out.


	
 

	
 

	
 

	
 


	
3.5

	
Conversion
 Elections 


	
 

	
 


	
 

	
(a)

	
Any
 individual who has a Deferred Dividends Account, Deferred Fees Account,
 Deferred Retainer Account and/or a Deferred Cash Account may make an
 additional election to convert any whole percentage of the Participant’s
 deferred account balance as of the date of such election from a cash balance
 into a Common Stock balance which would be credited to his or her Deferred
 Stock Account (or, if none, to a new such account established in the
 Participant’s name). 


	
 

	
 

	
 


	
 

	
(b)

	
When a
 Conversion Election is made, the Participant’s Deferred Stock Account will be
 credited, on or about January 2nd of the year following the
 election, with the number of shares of Common Stock determined by dividing the
 balance in the Participant’s Deferred Dividends Account, Deferred Retainer
 Account, Deferred Fees Account, and/or Deferred Cash 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 Deferred Stock Account. At the same time, the Participant’s
 Deferred Dividends Account, Deferred Retainer Account, Deferred Fees Account
 and/or Deferred Cash Account, as the case may be, will be debited by an
 amount equal to the amount so credited to the Participant’s Deferred Stock
 Account. 


	
 

	
 

	
 


	
 

	
(c)

	
In no event
 shall any Conversion Election under this Section 3.5 change the time or form
 of payment of any deferred amounts.





15






	
 

	
 

	
 

	
 


	
3.6

	
Change-of-Form
 Elections and Additional Deferral Elections


	
 

	
 


	
 

	
(a)

	
Change-of-Form
 Elections


	
 

	
 

	
 


	
 

	
 

	
Any
 Participant, who has made a Deferral Election, may make an additional
 election to change the form of distribution of the balance in any of his or
 her Deferred Accounts to one of the three acceptable forms of distributions
 under Section 3.8(b). Notwithstanding the foregoing, all distributions of
 Grandfathered Deferrals under Section 3.8(b) must be paid in full no later
 than ten years after the earliest of the Participant’s Separation from
 Service for any reason, Disability or death. Only one Change-of-Form Election
 may be made by any Participant with respect to the balance in any Deferred
 Account attributable to any individual Deferred Election during any three (3)
 calendar years; provided, however, that no such Change-in-Form
 Election will be effective with respect to any balance in any Participant’s
 Deferred Account, unless made in connection with the establishment of the
 Deferred Account, until such balance has been in such Deferred Account for at
 least two (2) calendar years. Notwithstanding the foregoing, any
 Change-of-Form Election made with respect to any deferred amounts in excess
 of Grandfathered Deferrals shall not be effective unless the following requirements
 are met: 


	
 

	
 

	
 


	
 

	
 

	
i)

	
the
 Change-of-Form Election will not take effect until at least twelve months
 after the date on which the election is made and will not be recognized with
 respect to payments that would otherwise have commenced during such twelve-month
 period;


	
 

	
 

	
 

	
 


	
 

	
 

	
ii)

	
except for
 payments made on account of a Participant’s death or unforeseen emergency
 under Section 3.8(c), the first payment with respect to which such election is
 made shall be deferred for a period of not less than five years from the date
 such payment would otherwise have been made;


	
 

	
 

	
 

	
 


	
 

	
 

	
iii)

	
any
 Change-of-Form Election related to payments that would otherwise have
 commenced as of a specified time, as opposed to the Participant’s Separation
 from Service, may not be made less than twelve months prior to the date on
 which such payments would otherwise have commenced; and


	
 

	
 

	
 

	
 


	
 

	
 

	
iv)

	
all
 distributions under Section 3.8(b) must be paid in full no later than ten
 years after the Participant’s Separation from Service for any reason. 





16






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
In all
 events, no election under this Section 3.6(a) shall be valid unless the
 election meets the requirements of subsection 3.6(a)(iv), even if such
 election complies with subsections 3.6(a)(i) through 3.6(a)(iii).


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Additional Deferral
 Elections (Change-of-Time)


	
 

	
 

	
 


	
 

	
 

	
Any
 Participant who has made a Restricted Stock Election, Deferred Dividends
 Election, Deferred Retainer Election or Deferred Fees Election may make an
 additional election to further postpone the initial starting date for
 distributions of the balance in his or her Deferred Dividends Account,
 Deferred Retainer Account, Deferred Fees Account or Deferred Stock Account
 (to the extent attributable to a Deferred Stock Election or Conversion
 Election with respect to a Restricted Stock Election, Deferred Dividends
 Election, Deferred Retainer Election and/or Deferred Fees Election) to a date
 no earlier than three full calendar years thereafter and no later than the
 latest date that would have been permitted under Sections 3.2(d) or 3.3(c),
 as the case may be, for the initial Deferral Election; provided, however,
 that only one such Additional Deferral Election may be made with respect to
 the balance in any Deferred Account attributable to any individual Deferral
 Election. Notwithstanding the foregoing, all distributions of Grandfathered
 Deferrals under Section 3.8(b) must be paid in full no later than ten years
 after the earliest of the Participant’s Separation from Service for any
 reason, Disability or death. In addition, any election made under this
 Section 3.6(b) with respect to any deferred amounts in excess of
 Grandfathered Deferrals shall not be effective unless the following
 requirements are met: 


	
 

	
 

	
 


	
 

	
 

	
i)

	
the election
 will not take effect until at least twelve months after the date on which the
 election is made and will not be recognized with respect to payments that
 would otherwise have commenced during such twelve-month period;


	
 

	
 

	
 

	
 


	
 

	
 

	
ii)

	
except for
 payments made on account of a Participant’s death or unforeseen emergency
 under Section 3.8(c), the first payment with respect to which such election
 is made shall be deferred for a period of not less than five years from the
 date such payment would otherwise have been made; 


	
 

	
 

	
 

	
 


	
 

	
 

	
iii)

	
any election
 related to payments that would otherwise have commenced as of a specified
 time, as opposed to the Participant’s Separation from Service, may not be
 made less than twelve months prior to the date on which such payments would
 otherwise have commenced; and





17






	
 

	
 

	
 

	
 


	
 

	
 

	
iv)

	
all distributions
 under Section 3.8(b) must be paid in full no later than ten years after the
 Participant’s Separation from Service for any reason.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
In all
 events, no election under this Section 3.6(b) shall be valid unless the
 election meets the requirements of subsection 3.6(b)(iv), even if such
 election complies with subsections 3.6(b)(i) through 3.6(b)(iii).


	
 

	
 

	
 

	
 


	
3.7

	
Investment
 Return on Deferred Accounts


	
 

	
 


	
 

	
(a)

	
If a
 Participant does not make an Investment Election as provided below, the
 Committee shall credit the balance of each Participant’s Deferred Pension
 Account, Deferred Dividends Account, Deferred Retainer Account, Deferred Fees
 Account and Deferred Cash Account during the calendar year with an Interest
 Return equal to interest thereon. Such balances shall include all Interest
 Returns previously credited to the account. The Interest Return to be
 credited for each calendar year shall be calculated by multiplying the
 average daily balance in each such Deferred Account by the Moody’s Seasoned
 Aaa Corporate Bond Rate in effect on the first business day of September of
 the previous calendar year, as published in the weekly Federal Reserve Statistical Release
 (Publication H.15). Notwithstanding the foregoing, at the time the
 Participant makes a Deferral Election other than a Restricted Stock Election
 or a form of distribution election, the Participant may make an Investment
 Election and select Investment Options with respect to the amounts credited
 to those accounts. If a Participant makes an Investment Election, additional
 hypothetical bookkeeping amounts shall be credited to (or deducted from) the
 Participant’s Deferred Pension Account, Deferred Dividends Account, Deferred
 Retainer Account, Deferred Fees Account or Deferred Cash Account to reflect the
 earnings (or losses) that would have been experienced had the deferred
 amounts been invested in the Investment Options selected by the Participant
 as targeted rates of return, net of all fees and expenses otherwise
 associated with the Investment Options. The Committee may add or delete
 Investment Options, on a prospective basis, by notifying all Participants
 whose accounts are hypothetically invested in such Investment Options, in
 advance, and soliciting elections to transfer deferred amounts so that they track
 investments in other Investment Options then available. Investment Elections
 will continue in effect until changed by the Participant. A Participant may
 change a prior Investment Election on a monthly basis and in such manner as
 approved by the Committee.





18






	
 

	
 

	
 

	
 


	
 

	
(b)

	
Each time
 the Company declares a dividend on its Common Stock, each Participant’s
 Deferred Stock Account will be credited with a Dividend Reinvestment Return
 equal to that number of shares of Common Stock determined by dividing (i) the
 amount that would have been paid (or the fair market value thereof, if the
 dividend is not paid in cash) to the Participant on the total number of
 shares of Common Stock credited to the Participant’s Deferred Stock Account
 had that number of shares of Common Stock been held by such Participant by
 (ii) the price for shares of Common Stock, determined by the Committee,
 as of the day such deferred amounts are credited to the Participant’s
 Deferred Stock Account.


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
3.8

	
Distributions


	
 

	
 


	
 

	
(a)

	
Upon
 occurrence of an event specified in the Participant’s Deferral Election, as
 modified by any Change-of-Form Election, the amount of a Participant’s
 Deferred Pension Account, Deferred Dividends Account, Deferred Retainer
 Account, Deferred Fees Account and/or Deferred Cash Account shall be paid in
 cash and the amount of a Participant’s Deferred Stock Account shall, except
 as otherwise provided in Section 3.4(g) or 3.9 or to the extent the Company
 is otherwise, in the reasonable judgment of the Committee, precluded from
 doing so, be paid in shares of Common Stock (with any fractional share
 interest therein paid in cash to the extent of the then fair market value
 thereof), in each case to the Participant or his or her beneficiary, as
 applicable. Such payment(s) shall be from the general assets of the Company
 (including the Directors’ Stock Trust) in accordance with this Section 3.8.


	
 

	
 

	
 


	
 

	
(b)

	
Unless other
 arrangements are specified by the Committee (in accordance with Code Section
 409A with respect to amounts in excess of Grandfathered Deferrals), deferred
 amounts shall be paid in the form of (i) a lump sum payment, (ii) in five
 annual installments or (iii) in ten annual installments, as elected by the
 Participant at the time of his or her Deferral Election and as modified by
 any applicable subsequent Change-of-Form Election; provided, however,
 that payments attributable to





19






	
 

	
 

	
 

	
 


	
 

	
 

	
Grandfathered
 Deferrals shall be made only in a single lump sum if payment commences due to
 Separation from Service as a result of termination for cause. Such payments
 shall be made (or begin to be made) as soon as practicable following the
 occurrence of the event making payment necessary or, if later, by the
 fifteenth day of the third calendar month following the date such event
 occurs, as determined solely by the Committee. Alternatively, the Participant
 may elect in the Deferral Election to receive payment on the January 31st
 of the calendar year immediately following such event.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
In case of
 an unforeseeable emergency, a Participant may make a request to the
 Committee, on a form to be provided by the Committee, that payment be made
 earlier than the date to which it was deferred; provided, however,
 that no such acceleration of the distribution date(s) shall apply to that
 portion of the balance(s) in the Participant’s Deferred Accounts either
 attributable to Annual Share Amounts, and any Dividend Reinvestment Return
 credited thereon pursuant to Section 3.7(b), or to a Deferred Pension Election,
 and any Interest Return or Dividend Reinvestment Return credited thereon
 pursuant to Section 3.7. The rules set forth in this Section 3.8(c) govern
 distributions of amounts in excess of Grandfathered Deferrals in the case of
 an unforeseeable emergency. Distributions of Grandfathered Deferrals in the
 case of an unforeseeable emergency shall be governed by terms of the Plan in
 effect as of October 3, 2004.


	
 

	
 

	
 


	
 

	
 

	
For purposes
 of this Section 3.8(c), in connection with any distribution date acceleration on
 account of an unforeseeable emergency, an “unforeseeable emergency” shall be
 limited to a severe financial hardship to the Participant resulting from an
 illness or accident of the Participant, the Participant’s spouse, the
 Participant’s beneficiary, or of a Participant’s dependent (as defined in
 Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and
 (d)(1)(B)), loss of the Participant’s property due to casualty (including the
 need to rebuild a home following damage to a home not otherwise covered by
 insurance, for example, not as a result of a natural disaster); or other
 similar extraordinary and unforeseeable circumstances arising as a result of
 events beyond the control of the Participant. Examples of events that may
 constitute an unforeseeable emergency include the imminent foreclosure of or
 eviction from the Participant’s primary residence; the need to pay for
 medical expenses, including non-refundable deductibles, as well as for the
 costs of prescription drug medication; and the need to pay for the funeral
 expenses of the Participant’s spouse, the Participant’s beneficiary, or the
 Participant’s dependent (as defined in Code Section 152, without regard to
 Code Sections 152(b)(1), (b)(2), and (d)(1)(B)).





20






	
 

	
 

	
 

	
 


	
 

	
 

	
Whether a
 Participant is faced with an unforeseeable emergency will be determined based
 on the relevant facts and circumstances of each case, but, in any case, a
 distribution on account of an unforeseeable emergency may not be made to the
 extent that such emergency is or may be relieved: (i) through reimbursement
 or compensation by available insurance or otherwise, (ii) by liquidation of
 the Participant’s assets, to the extent the liquidation of such assets would
 not itself cause severe financial hardship or (iii) by cessation of deferrals
 under the Plan.


	
 

	
 

	
 


	
 

	
 

	
The amount
 available for distribution on account of an unforeseeable emergency shall be
 limited to the amount reasonably necessary to satisfy the emergency need
 (which may include amounts necessary to pay any federal, state, local, or
 foreign income taxes or penalties reasonably anticipated to result from the
 distribution), and shall be determined in accordance with Code Section 409A
 and the regulations thereunder. 


	
 

	
 

	
 


	
 

	
 

	
The
 Committee shall consider any requests for payment under this Section 3.8(c) in
 accordance with the standards of interpretation described in Code Section
 409A and the regulations and other guidance thereunder.


	
 

	
 

	
 


	
 

	
(d)

	
The Company
 shall deduct from all payments under the Plan federal, State and local income
 and employment taxes, as required by applicable law. No Participant or
 beneficiary shall be entitled to receive any distribution of shares of Common
 Stock credited to a Participant’s Deferred Stock Account until the Company
 has received full payment of such withholding obligations in cash.


	
 

	
 

	
 


	
3.9

	
General
 Provisions


	
 

	
 


	
 

	
(a)

	
The Company
 shall make no provision for the funding of any Deferred Accounts payable
 hereunder that (i) would cause the Plan to be a funded plan for purposes of
 section 404(a)(5) of the Code or (ii) would cause the Plan to be other than
 an “unfunded and unsecured promise to pay money or other property in the
 future” under Treasury Regulations § 1.83-3(e); and, except to the extent
 specified in the Directors’ Stock Trust following a “change of control” (as
 defined in the Directors’ Stock Trust) of the Company, the Company shall have
 no obligation to make any arrangement for the accumulation of funds to pay
 any amounts under this Plan. Subject to the restrictions of the preceding sentence
 and in Section 3.9(c), the Company, in its sole discretion, may establish one
 or more grantor trusts described in Treasury Regulations § 1.677(a)-1(d) to
 accumulate funds and/or shares of Common Stock to pay amounts under this
 Plan, provided that the assets of such trust(s) shall be required to be 





21






	
 

	
 

	
 

	
 


	
 

	
 

	
used to
 satisfy the claims of the Company’s general creditors in the event of the
 Company’s bankruptcy or insolvency.


	
 

	
 

	
 


	
 

	
(b)

	
In the event
 that the Company shall decide to establish an advance accrual reserve on its
 books against the future expense of payments from any Deferred Account, such
 reserve shall not under any circumstances be deemed to be an asset of this
 Plan but, at all times, shall remain a part of the general assets of the Company,
 subject to claims of the Company’s creditors.


	
 

	
 

	
 


	
 

	
(c)

	
A person
 entitled to any amount under this Plan shall be a general unsecured creditor
 of the Company with respect to such amount. Furthermore, a person entitled to
 a payment or distribution with respect to a Deferred Account, shall have a
 claim upon the Company only to the extent of the balance(s) in his or her
 Deferred Accounts.


	
 

	
 

	
 


	
 

	
(d)

	
The
 Participant’s beneficiary under this Plan with respect to the balance(s) in
 his or her Deferred Accounts shall be the person designated to receive
 benefits on account of the Participant’s death on a form provided by the
 Committee.


	
 

	
 

	
 


	
 

	
(e)

	
All
 commissions, fees and expenses that may be incurred in operating the Plan and
 any related trust(s) established in accordance with Section 3.9(a) (including
 the Directors’ Stock Trust) will be paid by the Company. 


	
 

	
 

	
 


	
 

	
(f)

	
Notwithstanding
 any other provision of this Plan, subject to the restrictions under this Plan
 with respect to amounts in excess of Grandfathered Deferrals, and further
 subject to the requirements of Code Section 409A and the regulations and
 other guidance issued thereunder: (i) elections under this Plan may only be
 made by Participants while they are directors of the Company; (ii) no
 Conversion Election, Change-of-Form Election or Additional Deferral Election
 shall be effective if made within six (6) months prior to the date of the
 Participant’s Separation from Service on the Board; (iii) no Change-of-Form
 Election or Additional Deferral Election shall be effective with respect to
 any balance in any Deferred Account that is scheduled to be paid (or to begin
 to be paid) within six (6) months after the date of such election; (iv)
 distributions of Grandfathered Deferrals otherwise payable to a Participant in
 the form of Common Stock shall be delayed and/or instead paid in cash in an
 amount equal to the fair market value thereof if such payment in Common Stock
 would violate any federal or state securities laws (including Section 16(b)
 of the Securities Exchange Act of 1934, as amended) and/or rules and
 regulations promulgated thereunder; and (v) distributions of amounts in
 excess of Grandfathered Deferrals otherwise 





22






	
 

	
 

	
 

	
 


	
 

	
 

	
payable to a
 Participant in the form of Common Stock shall be delayed until the earliest
 date at which the Company reasonably anticipates that the making of the
 payment will not cause a violation of federal or state securities laws if the
 payment in Common Stock would violate any federal or state securities laws
 (including Section 16(b) of the Securities Exchange Act of 1934, as amended)
 and/or rules and regulations promulgated thereunder.


	
 

	
 

	
 

	
 


	
3.10

	
Non-Assignability


	
 

	
 


	
 

	
Participants,
 their legal representatives and their beneficiaries shall have no right to
 anticipate, alienate, sell, assign, transfer, pledge or encumber their
 interests in the Plan, nor shall such interests be subject to attachment,
 garnishment, levy or execution by or on behalf of creditors of the
 Participants or of their beneficiaries.





23






ARTICLE IV


Administration


	
 

	
 


	
4.1

	
Plan
 Administrator


	
 

	
 


	
 

	
Subject to
 the express provisions of the Plan, the Committee shall have the exclusive
 right to interpret the Plan, to prescribe, amend and rescind rules and
 regulations relating to it and to make all other determinations necessary or
 advisable for the administration of the Plan. The decisions, actions and
 records of the Committee shall be conclusive and binding upon the Company and
 all persons having or claiming to have any right or interest in or under the
 Plan.


	
 

	
 


	
 

	
The Committee
 may delegate to such officers, employees or departments of the Company such
 authority, duties, and responsibilities of the Committee as it, in its sole
 discretion, considers necessary or appropriate for the proper and efficient
 operation of the Plan, including, without limitation, (i) interpretation of
 the Plan, (ii) approval and payment of claims, and (iii) establishment of
 procedures for administration of the Plan. 


	
 

	
 


	
4.2

	
Plan to
 Comply with Code Section 409A


	
 

	
 


	
 

	
Notwithstanding
 any provision to the contrary in this Plan, each provision in this Plan shall
 be interpreted to permit the deferral of compensation in accordance with Code
 Section 409A and any provision that would conflict with such requirements
 shall not be valid or enforceable. In addition, prior to January 1, 2009, in
 accordance with procedures established by the Committee, Participants may
 make a transition election under Code Section 409A and the guidance issued
 thereunder with respect to the distribution of all deferred amounts under
 this Plan in excess of Grandfathered Deferrals, which election shall override
 the foregoing Plan provisions with respect to the payment of deferred amounts
 under this Plan.





24






ARTICLE V


Amendment, Termination and Effective Date


	
 

	
 


	
5.1

	
Amendment of
 the Plan


	
 

	
 


	
 

	
Subject to
 the provisions of Section 5.3, the Plan may be wholly or partially amended or
 otherwise modified at any time by written action of the Board of Directors;
 provided, however, that in no event shall any amendment or modification be
 made in a manner that is inconsistent with the requirements under Code
 Section 409A, nor shall any amendment or modification be effective which
 involves an unintentional material modification (within the meaning of Code
 Section 409A and any guidance thereunder) with respect to Grandfathered
 Deferrals. 


	
 

	
 


	
5.2

	
Termination
 of the Plan


	
 

	
 


	
 

	
Subject to
 the provisions of Section 5.3, the Plan may be terminated at any time by
 written action of the Board of Directors; provided, however, that in no event
 shall any termination be made in a manner that is inconsistent with the
 requirements under Code Section 409A. 


	
 

	
 


	
5.3

	
No
 Impairment of Benefits


	
 

	
 


	
 

	
Notwithstanding
 the provisions of Sections 5.1 and 5.2, no amendment to or termination of the
 Plan shall impair any rights to benefits which have accrued hereunder.


	
 

	
 


	
5.4

	
Effective
 Date


	
 

	
 


	
 

	
The Plan is
 effective as of November 1, 1996, and has been amended from time to time
 thereafter.





25






APPENDIX
A


EXTENDED
DEFERRAL OF EQUITY BASED COMPENSATION INCLUDING


RESTRICTED
STOCK UNITS


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


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


	
 

	
 

	
 


	
 

	
(a)

	
“Deferred
 Equity-Based Compensation Account” means the bookkeeping account established
 as a sub-account of the Deferred Stock Account on behalf of a Participant who
 makes an Equity-Based Compensation Deferral Election pursuant to Section A.2.
 


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

	
“Equity-Based
 Compensation Deferral Election” means the election by a Participant under
 Section A.2 to defer all or a portion of the Participant’s Equity-Based
 Compensation.


	
 

	
 

	
 


	
 

	
(d)

	
“Equity-Based
 Compensation” means Restricted Stock Units and other stock-based awards granted
 under the Equity-Based Compensation Plan, and does not include any such
 awards that qualify as vested stock, restricted stock, stock option awards,
 or stock appreciation rights.


	
 

	
 

	
 


	
A.2

	
Equity-Based
 Compensation Deferral Election 


	
 

	
 


	
 

	
(a)

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





26






	
 

	
 

	
 


	
 

	
 

	
December
 31, 2006, provided that the election (1) is for Equity-Based
 Compensation not otherwise distributable in
 2006, and (2) does not cause an amount to be distributed to a Participant in
 2006; (II) a Participant may make an Equity-Based
 Compensation Deferral Election that changes the
 time and manner of payment of Equity-Based
 Compensation subject to Code Section 409A and
 deferred on or before December 31, 2007 at any time on or before December 31,
 2007, provided that if any such election is made during the calendar year
 ending on December 31, 2007, the election (1) is for Equity-Based
 Compensation not otherwise distributable in
 2007, and (2) does not cause an amount to be distributed to a Participant in
 2007; and (III) a Participant may make an Equity-Based
 Compensation Deferral Election that changes the
 time and manner of payment of Equity-Based
 Compensation subject to Code Section 409A and
 deferred on or before December 31, 2008 at any time on or before December 31,
 2008, provided that if any such election is made during the calendar year
 ending on December 31, 2008, the election (1) is for Equity-Based
 Compensation not
 otherwise distributable in 2008, and (2) does not cause an amount to be
 distributed to a Participant in 2008. A Participant
 may make an Equity-Based Compensation Deferral Election for any percentage of
 the Participant’s Equity-Based Compensation that is a multiple of 10%. Once
 made, an Equity-Based Compensation Deferral Election cannot be changed or
 revoked except as provided herein.


	
 

	
 

	
 


	
 

	
(b)

	
The
 Committee shall provide the Participant with the appropriate election forms
 with which a Participant may make an Equity-Based Compensation Deferral
 Election. All Equity-Based Compensation Deferral Elections (including any
 modifications of prior Equity-Based Compensation Deferral Elections otherwise
 permitted under the Plan) may be made in accordance with written, electronic
 or telephonic procedures prescribed by the Committee.


	
 

	
 

	
 


	
 

	
(c)

	
Equity-Based
 Compensation that is deferred pursuant to an Equity-Based Compensation
 Deferral Election will be transferred to the Deferred Equity-Based
 Compensation Account, and credited with dividend equivalent rights as
 follows: each time the Company declares a dividend on its Common Stock, each
 Participant’s Deferred Equity-Based Compensation Account will be credited
 with a Dividend Reinvestment Return equal to that number of shares of Common
 Stock determined by
 dividing (i) the amount that would have been paid (or the fair market value
 thereof, if the dividend is not paid in cash) to the Participant on the total
 number of shares of Common Stock credited to the Participant’s Deferred
 Equity-Based Compensation Account had that number of shares of Common Stock
 been held by such Participant by (ii) the price for shares of Common Stock,
 determined by the 





27






	
 

	
 

	
 


	
 

	
 

	
Committee,
 as of the day such deferred amounts are credited to the Participant’s
 Deferred Stock Account.


	
 

	
 

	
 


	
A.3

	
Diversification
 of Equity-Based Compensation Upon Termination of Service


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
A.4

	
Distributions
 of Equity-Based Compensation


	
 

	
 


	
 

	
(a)

	
Upon the
 occurrence of an event specified in the terms of the Participant’s
 Equity-Based Compensation Deferral Election form, the Equity-Based
 Compensation in a Participant’s Deferred Stock Account shall be paid in
 accordance with the Plan provisions governing the distribution of the
 Deferred Stock Account, in each case to the Participant or his or her
 beneficiary, as applicable; and the Equity-Based Compensation in a
 Participant’s Deferred Cash Account, if any, shall be paid in the same manner
 as provided in Section 3.8(a) for the Deferred Cash Account, in each case to
 the Participant or his or her beneficiary, as applicable. 


	
 

	
 

	
 


	
 

	
(b)

	
Deferred
 amounts shall be distributed (or begin to be distributed) as soon as
 practicable following the occurrence of the event making distribution
 necessary, or, if later, by the fifteenth day of the third calendar month
 following the date such event occurs, as determined solely by the Committee. 


	
 

	
 

	
 


	
A.5

	
Additional
 Rules


	
 

	
 


	
 

	
(a)

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





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