Section 240.14a-101 Schedule 14A.
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

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Becton, Dickinson & Company

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Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
www.bd.com

December 22, 2008

Dear Fellow Shareholders:

You are cordially invited to attend the 2009 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) to be held at 1:00 p.m. EST on Tuesday, February 3, 2009 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. You will find directions to the meeting on the back cover of the accompanying proxy statement.

The notice of meeting and proxy statement describe the matters to be acted upon at the meeting. We also will report on matters of interest to BD shareholders.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote so that your shares will be represented and voted at the meeting. You may vote by proxy on the internet or by telephone, or by completing and mailing the enclosed proxy card in the return envelope provided. If you do not vote by internet, telephone or mail, you may vote in person at the Annual Meeting.

Thank you for your continued support of BD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880

December 22, 2008

The 2009 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) will be held as follows:

Shares represented by properly executed proxies will be voted in accordance with the instructions specified therein. Shares represented by proxies that are not limited to the contrary will be voted for the election as directors of the persons nominated in the accompanying proxy statement (Proposal 1), for Proposals 2, 3, 4 and 5, and against Proposals 6 and 7.

BD’s proxy statement and 2008 Annual Report to Shareholders are available at www.bd.com/investors/.

Shareholders of record at the close of business on December 12, 2008 will be entitled to attend and vote at the meeting.

By order of the Board of Directors,

DEAN J. PARANICAS

Vice President, Corporate Secretary and Public Policy

Table of Contents

PROXY STATEMENT

2009 ANNUAL MEETING OF SHAREHOLDERS
Tuesday, February 3, 2009

BECTON, DICKINSON AND COMPANY
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880

GENERAL INFORMATION

Proxy Solicitation

These proxy materials are being mailed or otherwise sent to shareholders of Becton, Dickinson and Company (“BD”) on or about December 22, 2008 in connection with the solicitation of proxies by the Board of Directors for BD’s Annual Meeting of Shareholders (the “2009 Annual Meeting”) to be held at 1:00 p.m. EST on Tuesday, February 3, 2009 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. This proxy statement and BD’s 2008 Annual Report to Shareholders are also available at www.bd.com/investors/.

Directors, officers and other BD associates also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. BD has retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee not to exceed $20,000 plus expenses. The cost of soliciting proxies will be borne by BD.

Shareholders Entitled to Vote; Attendance at the Meeting

Shareholders of record at the close of business on December 12, 2008 are entitled to notice of and to vote at the meeting. As of such date, there were 240,984,655 shares of BD common stock outstanding, each entitled to one vote.

If your shares are held in the name of a bank, broker or other holder of record (also known as “street name”) and you wish to attend the meeting, you must present proof of ownership as of the record date, such as a current bank or brokerage account statement, to be admitted. BD also may request appropriate identification as a condition of admission.

Quorum; Required Vote

The holders of a majority of the shares entitled to vote at the meeting must be present in person or represented by proxy to constitute a quorum. Abstentions and shares that brokers do not have the authority to vote in the absence of timely instructions from the beneficial owners (“broker non-votes”) are treated as present for the purposes of determining a quorum.

Directors are elected by a plurality of the votes cast at the meeting (Proposal 1). Under New Jersey law, abstentions and broker non-votes will not be counted as votes cast and, accordingly, will have no effect on the outcome of the vote for directors. Under BD’s Corporate Governance Principles (the “Principles”), any nominee for director who receives a greater number of votes “withheld” than votes “for” is required to offer to submit his or her resignation from the Board following the shareholder vote. The Board will consider what action is to be taken with respect to the same. We will publicly disclose the Board’s decision. A more detailed description of these procedures is contained on page 17 under the heading “Corporate Governance—Significant Governance Practices—Voting for Directors” and in the Principles, which are attached as Appendix A to this proxy statement and also are available on BD’s website at www.bd.com/investors/corporate_governance/. Printed copies of the Principles may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone 1-201-847-6800.

Approval of Proposal 3 requires the affirmative vote of two-thirds of the shares entitled to vote thereon. Approval of Proposals 2, 4, 5, 6 and 7 requires the affirmative vote of a majority of the votes cast at the meeting. Under New Jersey law, in determining whether any of these proposals has received the requisite

number of affirmative votes, abstentions and broker non-votes will not be counted as votes cast, and, accordingly, will not affect the outcome of the vote. Proposals 1, 2 and 3 are “discretionary items” and New York Stock Exchange (“NYSE”) member brokers that do not receive instructions on how to vote may cast those votes in their discretion.

How to Vote

Shareholders of record may attend and cast their votes at the meeting. In addition, shareholders of record may cast their vote by proxy and participants in the BD plans described below may submit their voting instructions by:

(1) using the internet and voting at the website listed on the enclosed proxy/voting instruction card (the “proxy card”);

(2) using the toll-free telephone number listed on the enclosed proxy card; or

(3) signing, completing and returning the enclosed proxy card in the enclosed postage-paid envelope.

Votes cast through the internet and telephone voting procedures are authenticated by use of a personal identification number. This procedure allows shareholders to appoint a proxy, and the various plan participants to provide voting instructions, and to confirm that their actions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card. If you vote through the internet or by telephone, you do not need to return your proxy card. In order to be timely processed, voting instructions submitted by participants in BD’s Global Share Investment Program (“GSIP”) must be received by 12:00 p.m. EST on January 28, 2009, and voting instructions submitted by participants in all other BD plans must be received by 12:00 p.m. EST on January 30, 2009. All proxies submitted through the internet or by telephone must be received by 11:00 a.m. EST on February 3, 2009.

If you are the beneficial owner of shares held in “street name,” you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by them, or by following their instructions for voting through the internet or by telephone. In the alternative, you may vote in person at the meeting if you obtain a valid proxy from your bank, broker or other nominee and present it at the meeting.

Savings Incentive Plan (SIP)

Participants in SIP may instruct the SIP trustee how to vote all shares of BD common stock allocated to their SIP accounts. The SIP trustee will vote the SIP shares for which it has not received instructions in the same proportion as the SIP shares for which it has received instructions.

Participants in Other Plans

Participants in the Savings Incentive Plan of Med-Safe Systems, Inc., a wholly-owned subsidiary of BD (the “Med-Safe Plan”), may instruct the Med-Safe Plan’s trustee how to vote all shares of BD common stock allocated to their accounts. The Med-Safe Plan’s trustee will vote shares for which it has not received instructions in the same proportion as the shares for which it has received instructions.

Participants in BD’s Deferred Compensation and Retirement Benefit Restoration Plan (“DCP”), 1996 Directors’ Deferral Plan (“DDP”), and, if so provided under the terms of the local country GSIP plan, GSIP, may provide voting instructions for all shares of BD common stock allocated to that person’s plan account.

Proxies representing shares of BD common stock held of record also will serve as proxies for shares held under the Direct Stock Purchase Plan sponsored and administered by Computershare Trust Company, N.A. and any shares of BD common stock allocated to participants’ accounts under the DDP, SIP, DCP, the Med-Safe Plan and GSIP, if the registrations are the same. Separate mailings will be made for shares not held under the same registrations.

Revocation of Proxies

A proxy given by a shareholder of record may be revoked at any time before it is voted by sending written notice of revocation to the Corporate Secretary of BD at the address set forth above, by delivering a proxy (by one of the methods described above under the heading “How to Vote”) bearing a later date, or by voting in

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person at the meeting. Participants in the plans described above may revoke their voting instructions by delivering new voting instructions by one of the methods described above under the heading “How to Vote.”

If you are the beneficial owner of shares held in “street name,” you may submit new voting instructions in the manner provided by your bank or broker or other nominee, or you may vote in person at the meeting in the manner described above under the heading “How to Vote.”

Other Matters

The Board of Directors is not aware of any matters to be presented at the meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting, the persons named in the proxy will vote on such matters in accordance with their best judgment.

Multiple BD shareholders who share an address may receive only one copy of this proxy statement and BD’s Annual Report to Shareholders (the “2008 Annual Report”) from their bank, broker or other nominee, unless contrary instructions are received. We will deliver promptly a separate copy of this proxy statement and the 2008 Annual Report to any BD shareholder who resides at a shared address, to which a single copy of the documents was delivered, if the shareholder makes a request by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone 1-201-847-6800. Beneficial owners sharing an address who are receiving multiple copies of this proxy statement and the 2008 Annual Report and who wish to receive a single copy of each at the same address in the future will need to contact their bank, broker or other nominee.

OWNERSHIP OF BD COMMON STOCK

Securities Owned by Certain Beneficial Owners

The following table sets forth as of September 30, 2008, information concerning those persons known to BD to be the beneficial owner of more than 5% of BD’s outstanding common stock. This information is as reported by such persons in their filings with the Securities and Exchange Commission (“SEC”). No changes in these holdings have come to BD’s attention since September 30, 2008. BD is not aware of any other beneficial owner of more than 5% of its common stock.

Securities Owned by Directors and Management

The table on the following page sets forth as of December 8, 2008 information concerning the beneficial ownership of BD common stock by (i) each director, (ii) the executive officers named in the Summary

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Compensation Table on page 34, and (iii) all directors and executive officers as a group. In general, “beneficial ownership” includes those shares that a director or executive officer has the power to vote or transfer, including shares that may be acquired under outstanding equity compensation awards or otherwise within 60 days of such date.

No individual director or executive officer owns more than 1% of the outstanding BD common stock. Together, the directors and executive officers, as a group, own approximately 1.3% of the outstanding BD common stock as of December 8, 2008. Except as indicated in the footnotes to the table, each person has sole voting and investment power with respect to the shares he or she beneficially owns.

BD COMMON STOCK

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires BD’s directors and executive officers to file initial reports of their ownership of BD’s equity securities and reports of changes in such ownership with the SEC and the New York Stock Exchange (“NYSE”). Directors and executive officers are required by SEC regulations to furnish BD with copies of all Section 16(a) forms they file with respect to BD securities. Based solely on a review of copies of such forms and written representations from BD’s directors and executive officers, BD believes that, for the period from October 1, 2007 through September 30, 2008, all of its directors and executive officers were in compliance with the disclosure requirements of Section 16(a), except that reports of a gift of shares by Edward J. Ludwig, and a deferral of cash compensation into the BD stock fund of our deferral plan by Patricia B. Shrader, were inadvertently filed late.

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The Board is currently divided into three classes serving staggered three-year terms. Directors for each class are elected at the Annual Meeting held in the year in which the term for their class expires. On July 22, 2008, the Board approved an amendment to Article V of BD’s Restated Certificate of Incorporation to declassify the Board and provide for the annual election of the Board, subject to the approval of the shareholders at the 2009 Annual Meeting. The proposed amendment is described in more detail under Proposal 3 on page 49.

The Board accordingly proposes the election of Claire M. Fraser-Liggett, Edward J. Ludwig, Willard J. Overlock, Jr. and Bertram L. Scott to serve for a term of three years until the 2012 Annual Meeting. If Proposal 3 is approved by the requisite vote of the shareholders, then the directors elected at the 2009 Annual Meeting will be elected for one-year terms ending at the 2010 Annual Meeting. In either case, directors are elected to serve for their respective terms and until their successors have been elected and qualified.

John R. Considine, the Vice Chairman of BD, is also currently a member of the Board. Mr. Considine had intended to remain on the Board until his planned retirement from BD following the 2010 Annual Meeting. However, Mr. Considine recently indicated that he plans to retire earlier, although no date has been set. Therefore, he will not stand for re-election as a director at the 2009 Annual Meeting. Mr. Considine will continue to serve as Vice Chairman in an executive officer capacity until his retirement.

All of the nominees for election have consented to being named in this proxy statement and to serve if elected. Presented below is biographical information for each of the nominees and the other directors continuing in office following the 2009 Annual Meeting.

NOMINEES FOR DIRECTOR

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		Willard J. Overlock, Jr., 62, has been a director since 1999. He retired in 1996 as a partner in Goldman, Sachs & Co., where he served as a member of its management committee, and retains the title of Senior Director to The Goldman Sachs Group, Inc. Mr. Overlock also is an advisor to the Parthenon Group, a special partner with Cue Ball Group, and a trustee of Rockefeller University.
		Bertram L. Scott, 57, has been a director since 2002. Mr. Scott is Executive Vice President of TIAA-CREF, a position he has held since joining that organization in November 2000. He also served as President and Chief Executive Officer of TIAA-CREF Life Insurance Company from 2000 to June 2007.

The Board of Directors recommends a vote FOR each of the nominees for director.

CONTINUING DIRECTORS

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		Adel A.F. Mahmoud, M.D., Ph.D, 67, has been a director since 2006. In 2006, Dr. Mahmoud retired as Chief Medical Advisor, Vaccines and Infectious Diseases and member of the Management Committee of Merck & Co., Inc., a pharmaceutical company. From 1999 to 2005, he served as President, Merck Vaccines and member of the Management Committee. In January 2007, he joined Princeton University as Professor, Department of Molecular Biology and the Woodrow Wilson School of Public and International Affairs. Dr. Mahmoud also is a director of Sanaria, Inc., a malaria vaccine development organization.
		James F. Orr, 63, has been a director since 2000. In 2007, he retired as Chairman of the Board of Convergys Corporation, a provider of customer management, employee care and outsourced billing services. Prior thereto, he served as Chief Executive Officer from 1998 until his retirement from that position in April 2007, and also as President from 1998 to 2005. Mr. Orr also is a director of Ohio National Financial Services, Inc.
Term to Expire 2011
		Basil L. Anderson, 63, has been a director since 2004. From 2001 to 2006, he served as Vice Chairman of Staples, Inc., a supplier of office products. Prior thereto, he was Executive Vice President – Finance and Chief Financial Officer of Campbell Soup Company. Mr. Anderson also is a director of CRA International, Inc., Hasbro, Inc., Moody’s Corporation and Staples, Inc.
		Marshall O. Larsen, 60, has been a director since 2007. He is Chairman, President and Chief Executive Officer of Goodrich Corporation, a supplier of systems and services to the aerospace and defense industry. Mr. Larsen also is a director of Lowe’s Companies, Inc.
		Gary A. Mecklenburg, 62, has been a director since 2004. In 2006, he retired as President and Chief Executive Officer of Northwestern Memorial HealthCare, the parent corporation of Northwestern Memorial Hospital, an office he held since 1986. He also served as President and Chief Executive Officer of Northwestern Memorial Hospital from 1985 to 2002. He is currently an Executive Partner of Waud Capital Partners, L.L.C., a private equity investment firm, and Adjunct Professor of Health Industry Management at Northwestern University’s Kellogg School of Management.

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		Cathy E. Minehan, 61, has been a director since 2007. She retired as President and Chief Executive Officer of the Federal Reserve Bank of Boston in July 2007, a position she held since 1994. She also served on the Federal Open Market Committee from 1994 until her retirement. Ms. Minehan also is a director of Visa Inc., chairman of the board of trustees of the Massachusetts General Hospital, and a trustee of the University of Rochester. She also serves on several business groups in Boston and chairs the Massachusetts Governor’s Council of Economic Advisors.
		Alfred Sommer, M.D., M.H.S., 66, has been a director since 1998. He is Professor of International Health, Epidemiology, and Ophthalmology at The Johns Hopkins University (“JHU”) Bloomberg School of Public Health (the “Bloomberg School”) and the JHU School of Medicine. He is Dean Emeritus of the Bloomberg School, having served as Dean from 1990 to 2005. He is a member of the National Academy of Sciences and the Institute of Medicine. He is a recipient of the Albert Lasker Award for Medical Research. Dr. Sommer also is a director of T. Rowe Price Group, Inc., and Chairman of the Board of Directors of The Albert and Mary Lasker Foundation.

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BOARD OF DIRECTORS

The Board and Committees of the Board

BD is governed by a Board of Directors that currently consists of 14 members, 12 of whom have been determined by the Board to be independent. The Board has established six Committees: the Executive Committee, the Audit Committee, the Compensation and Benefits Committee, the Corporate and Scientific Affairs Committee, the Corporate Governance and Nominating Committee, and the Finance Committee. All Committees meet regularly, except for the Executive Committee, which meets only as necessary. Committee meetings may be called by the Committee chair, the Chairman of the Board or a majority of Committee members. The Board has adopted a written charter for each of the Committees, copies of which are posted on BD’s website at www.bd.com/investors/corporate_governance/. Printed copies of these charters may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone 201-847-6800.

Committee Membership and Function

Set forth below is a summary description of each of the Board’s operating Committees.

AUDIT COMMITTEE

Function

The Board has determined that the members of the Audit Committee meet the independence and financial literacy and expertise requirements of the NYSE. The Board also has determined that each of Messrs. Anderson, Larsen, Orr and Scott, and Ms. Minehan, qualifies as an “audit committee financial expert” under the rules of the SEC.

Mr. Anderson currently serves on the audit committees of three other public companies. The Board has reviewed Mr. Anderson’s obligations as a member of the other audit committees and determined that his simultaneous service on those other audit committees does not impair his ability to effectively serve on BD’s Audit Committee.

The Audit Committee meets separately with the internal and external auditors to ensure full and frank communications with the Audit Committee.

COMPENSATION AND BENEFITS COMMITTEE

Function

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•				Oversees the administration of certain of BD’s benefit plans.

Members		Edward F. DeGraan – Chair Henry P. Becton, Jr. Marshall O. Larsen James F. Orr Willard J. Overlock, Jr.

The Board has determined that each member of the Compensation and Benefits Committee meets the independence requirements of the NYSE.

The Compensation and Benefits Committee oversees the compensation program for the named executive officers listed in the Summary Compensation Table on page 34 and for BD’s other executive officers. The Compensation and Benefits Committee may not delegate these responsibilities to another Committee, individual director or member of management.

Role of Management

The Compensation and Benefits Committee’s meetings are typically attended by BD’s Chief Executive Officer, Chief Financial Officer, Senior Vice President – Human Resources and others, who support the Compensation and Benefits Committee in fulfilling its responsibilities. The Compensation and Benefits Committee meets in executive session with no members of management present for part of each of its regular meetings, including when the compensation of those members are approved. The Chief Executive Officer and Senior Vice President – Human Resources also work with the Committee chair in establishing meeting agendas.

Role of the Independent Advisor

The Compensation and Benefits Committee is also assisted in fulfilling its responsibilities by its independent advisor, Towers Perrin. Towers Perrin is engaged by, and reports directly to, the Compensation and Benefits Committee. Towers Perrin reviews all materials prepared for the Compensation and Benefits Committee by management, prepares additional materials as may be requested by the Compensation and Benefits Committee, and attends all Compensation and Benefits Committee meetings. In its advisory role, Towers Perrin assists the Compensation and Benefits Committee in the design and implementation of BD’s compensation program. This includes assisting the Compensation and Benefits Committee in selecting the specific compensation elements to include in the program and the targeted payments for each element, and the establishment of performance targets. Towers Perrin also makes recommendations regarding the compensation of BD’s Chief Executive Officer.

Towers Perrin also conducts an annual review of the compensation practices of select peer companies. Based on this review, Towers Perrin advises the Compensation and Benefits Committee with respect to the competitiveness of BD’s compensation program in comparison to industry practices, and identifies any trends in executive compensation.

During fiscal year 2008, Towers Perrin was not engaged to perform any services for BD. The Compensation and Benefits Committee has adopted a policy prohibiting Towers Perrin from providing any services to BD without the Compensation and Benefits Committee’s prior approval, and has expressed its intention that such approval will be given only in exceptional cases.

Setting Compensation

At the end of each fiscal year, the Board conducts a review of the Chief Executive Officer’s performance. As part of this process, the Chief Executive Officer provides a self-assessment report. At the following Board meeting, the Board sets the compensation of the Chief Executive Officer, after considering its assessment of the Chief Executive Officer’s performance, market comparison data and the recommendations of the Compensation and Benefits Committee. This determination is made in executive session, in consultation with Towers Perrin. Neither the Chief Executive Officer nor any other members of management are present during this session.

The Compensation and Benefits Committee is responsible for determining the compensation of BD’s other executive officers. The Chief Executive Officer, in consultation with the Senior Vice President – Human Resources, reviews the performance of the other executive officers with the Compensation and Benefits Committee and presents compensation recommendations for its consideration. The Compensation and Benefits Committee determines the compensation for these executives, in consultation with Towers Perrin, after

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considering the Chief Executive Officer’s recommendations, market comparison data regarding compensation levels among peer companies and the views of Towers Perrin.

The Board has delegated responsibility for formulating recommendations regarding non-management director compensation to the Corporate Governance and Nominating Committee, which is discussed below.

CORPORATE AND SCIENTIFIC AFFAIRS COMMITTEE

Function

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

Function

The Board has determined that each member of the Corporate Governance and Nominating Committee meets the independence requirements of the NYSE. The Corporate Governance and Nominating Committee also reviews the compensation program for the non-management directors and makes recommendations to the Board regarding their compensation, and may not delegate these responsibilities to another Committee, individual director or member of management. The Corporate Governance and Nominating Committee has retained Towers Perrin as an independent advisor for this purpose. Towers Perrin’s responsibilities include providing assistance in developing an appropriate non-management director compensation peer group; generating market comparison data on the elements and levels of non-management director compensation at peer companies; tracking trends in non-management director compensation practices; and advising the Corporate Governance and Nominating Committee regarding the components and levels of non-management director compensation. Executive officers do not play any role in either determining or recommending non-management director compensation.

FINANCE COMMITTEE

Function

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Members		Willard J. Overlock, Jr. – Chair Claire M. Fraser-Liggett Adel A.F. Mahmoud James F. Orr Alfred Sommer

The Board is considering transferring the Finance Committee’s responsibilities to the Board and/or the Audit Committee following the 2009 Annual Meeting.

Board, Committee and Annual Meeting Attendance

The Board and its Committees held the following number of meetings during fiscal year 2008:

The Executive Committee did not meet during fiscal year 2008.

Each director attended 75% or more of the total number of the meetings of the Board and the Committees on which he or she served during fiscal year 2008. BD’s non-management directors met in executive session four times during fiscal year 2008.

The Board has adopted a policy pursuant to which directors are expected to attend the Annual Meeting in the absence of a scheduling conflict or other valid reason. All of the directors then in office attended BD’s 2008 Annual Meeting.

Non-Management Directors’ Compensation

The Board believes that providing competitive compensation is necessary to attract and retain qualified non-management directors. The key elements of BD’s non-management director compensation are a cash retainer, equity-based compensation, and Committee chair fees. Of the base compensation paid to the non-management directors (not including Committee chair fees), approximately two-thirds currently is equity-based compensation that directors will be required to retain until they complete their service on the Board. See “Corporate Governance—Significant Governance Practices—Equity Ownership by Directors” on page 18. This retention feature serves to better align the interests of the directors and BD shareholders and ensure compliance with the director share ownership guidelines discussed below.

Messrs. Ludwig and Considine do not receive compensation related to their service as directors.

Cash Retainer

Each non-management director currently receives an annual cash retainer of $70,000 for services as a director.

Equity-Based Compensation

Each non-management director elected at, or continuing as a director after, the 2008 Annual Meeting was granted restricted stock units valued at $135,000, based on the closing price of BD common stock on the date of the grant. The shares of BD common stock underlying the restricted stock units are not issuable until a director’s separation from the Board.

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Committee Chair Fees

An annual fee of $6,500 is paid to each Committee chair, except that the fee for the Audit Committee chair is $10,000 in recognition of the Audit Committee’s responsibilities. Directors do not receive meeting fees, nor are any additional fees currently paid to the Lead Director.

Other Arrangements

BD reimburses non-management directors for travel and other business expenses incurred in the performance of their services for BD. Directors may periodically travel on BD aircraft in connection with such activities, and, on limited occasions, spouses of directors have joined them on such flights. No compensation is attributed to the director since the aggregate incremental costs are minimal. In the event directors utilize other private aircraft, they are reimbursed for the incremental cost thereof. Directors are also reimbursed for attending director education courses. BD occasionally invites spouses of directors to Board-related business events, for which they are reimbursed their travel expenses.

Directors are eligible, on the same basis as BD employees, to participate in BD’s Matching Gift Program, pursuant to which BD matches contributions made by a director or employee to qualifying nonprofit organizations. The annual aggregate limit was $10,000 in calendar year 2007, and was reduced to $5,000 in calendar year 2008.

Fiscal Year 2008 Compensation

The following table sets forth the compensation received by the non-management directors during fiscal year 2008.

Fiscal Year 2008 Non-Management Directors’ Compensation

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fiscal year 2008 and the aggregate outstanding stock awards and option awards held by each non-management director at the end of fiscal year 2008. Stock options have not been issued to non-management directors since the 2005 Annual Meeting.

Name		Stock Awards							Stock Awards Outstanding at September 30, 2008							Option Awards Outstanding at September 30, 2008
Basil L. Anderson			$		135,000							6,388							2,160
Henry P. Becton, Jr.					135,000							7,665							14,539
Edward F. DeGraan					135,000							7,665							4,436
Claire M. Fraser-Liggett					135,000							3,189							0
Marshall O. Larsen					135,000							1,591							0
Adel A.F. Mahmoud					135,000							3,189							0
Gary A. Mecklenburg					135,000							6,388							2,160
Cathy E. Minehan					135,000							1,591							0
James F. Orr					135,000							7,665							4,436
Willard J. Overlock, Jr.					135,000							7,665							14,539
James E. Perrella					0							0							14,539
Bertram L. Scott					135,000							7,665							7,217
Alfred Sommer					135,000							7,665							6,497

(3)				Amounts shown represent matching gifts paid or payable to charitable organizations with respect to contributions made by the named director during fiscal year 2008 under BD’s Matching Gift Program, which is more fully discussed on page 14 under “Other Arrangements.” Mr. Perrella’s matching gifts include $5,000 with respect to a gift made in a prior year that was processed in fiscal year 2008 due to an administrative error.
(4)				Mr. Perrella retired as a director following the 2008 Annual Meeting.

Changes to Non-Management Directors’ Compensation

During fiscal year 2008, the Board undertook a review of the compensation of its non-management directors. This review included an analysis of the director compensation practices of certain peer companies, including the forms of equity-based compensation used, the mix of cash and equity-based compensation, and total compensation.

The peer group included the following companies: Agilent Technologies, Inc.; Alcon, Inc.; Allergan, Inc.; Baxter International Inc.; Beckman Coulter, Inc.; Boston Scientific Corporation; C.R. Bard, Inc.; Covidien, Ltd.; Hospira, Inc.; Medtronic, Inc.; PerkinElmer, Inc.; St. Jude Medical, Inc.; Stryker Corporation; Thermo Fisher Scientific Inc.; and Zimmer Holdings, Inc.

As a result of its review, the Board approved the following revised compensation structure for its non-management directors, to become effective at the conclusion of the 2009 Annual Meeting:

Based on its findings, the Board believes these changes will place the compensation for BD’s non-management directors within a competitive range when compared to the peer group mentioned above. With these changes, two-thirds of the compensation paid to the non-management directors (not including Committee chair or Lead Director fees) will continue to be equity-based compensation that directors will not receive until they complete their service on the Board.

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Directors’ Deferral Plan

Directors may defer receipt of, in an unfunded cash account or a BD common stock account, all or part of their annual cash retainer and other cash fees pursuant to the provisions of the 1996 Directors’ Deferral Plan. Directors may also defer receipt of shares issuable to them under their restricted stock units upon leaving the Board. A general description of the 1996 Directors’ Deferral Plan appears on page 55.

Communication with Directors

Shareholders or other interested parties wishing to communicate with the Board, the non-management directors or any individual director (including complaints or concerns regarding accounting, internal accounting controls or audit matters) may do so by contacting the Lead Director either:

All communications will be kept confidential and promptly forwarded to the Lead Director, who shall in turn forward them promptly to the appropriate director(s). Such items as are unrelated to a director’s duties and responsibilities as a Board member may be excluded by the Director of Corporate Security, including, without limitation, solicitations and advertisements; junk mail; product-related communications; job referral materials such as resumes; surveys; and material that is determined to be illegal or otherwise inappropriate. The director(s) to whom such information is addressed is informed that the information has been removed, and that it will be made available to such director(s) upon request.

CORPORATE GOVERNANCE

Corporate Governance Principles

BD’s commitment to good corporate governance is embodied in its Corporate Governance Principles (the “Principles”). The Principles, originally adopted in 2001, set forth the Board’s views and practices regarding a number of governance topics, and the Corporate Governance and Nominating Committee regularly assesses BD’s corporate governance practices in light of emerging practices. The Principles cover a wide array of subject areas. These include voting for directors; the designation of a Lead Director to represent non-management directors; relationships between directors and BD; annual evaluations of the Chief Executive Officer, the Board, its Committees, and (when they stand for re-election) individual directors; conflicts of interest; and charitable contributions to entities affiliated with BD’s executive officers and directors, each of which is discussed below.

Significant Governance Practices

Described below are some of the significant corporate governance practices that have been instituted by the BD Board.

Annual Election of Directors

As more fully discussed on page 6 and in Proposal 3 on page 49, BD’s Board has approved an amendment to Article V of BD’s Restated Certificate of Incorporation providing for the annual election of directors, which will become effective immediately following the 2009 Annual Meeting if approved by the requisite vote of the shareholders. While the Board continues to believe that a classified board provides certain advantages in the shareholders’ interests, the Board has concluded after due consideration that declassifying the Board is in the best interests of BD and its shareholders.

Recovery of Compensation

Public companies increasingly have been establishing mechanisms for the recovery of compensation from their executives that was previously paid on the basis of misstated financial information. In May 2008, the

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Board adopted a similar policy that is designed to enable BD to recover incentive compensation paid to a Leadership Team member based on BD’s financial results if such results are later restated as a result of such member’s misconduct, including, but not limited to, fraud or knowing illegal conduct. This policy also grants the Board the ability to recover from members of the Leadership Team who were not involved in such misconduct the amount by which any incentive compensation payout exceeded the amount they would have been paid based on the restated results. BD’s compensation recovery policy is available on BD’s website at www.bd.com/investors/corporate_governance/.

Equity Grant Dating

During fiscal year 2006, BD reviewed its established equity-granting practices and confirmed that no option backdating had occurred, and that its practices regarding the issuance of equity grants effectively guard against the backdating of awards. In September 2006, the Compensation and Benefits Committee adopted a comprehensive policy that incorporated BD’s existing practices and added a provision intended to ensure that the timing of public announcements does not affect the valuation of an equity grant. BD’s equity grant dating policy is available on BD’s website at www.bd.com/investors/corporate_governance/.

Voting for Directors

The Board has adopted a Principle that provides that any nominee in an uncontested election who receives more votes “withheld” from his or her election than votes “for” his or her election must offer to submit his or her resignation following the shareholder vote. The Corporate Governance and Nominating Committee will consider and recommend to the Board whether to accept the resignation offer. The other independent directors will decide the action to take with respect to the offer of resignation within 90 days following the shareholder vote. The Board’s decision will be disclosed in a report on a Form 8-K filed by BD with the SEC within four business days following the decision. Any director who offers to submit his or her resignation pursuant to this provision will not participate in the deliberations of either the Corporate Governance and Nominating Committee or the Board. The complete terms of this policy are included in the Principles.

Annual Report of Charitable Contributions

In furtherance of BD’s commitment to good governance and disclosure practices, BD’s charitable contributions or pledges in an aggregate amount of $50,000 or more (not including contributions under BD’s Matching Gift Program) to entities affiliated with BD’s directors, executive officers, and their families must be approved by the Corporate Governance and Nominating Committee. BD posts on its website, at www.bd.com/investors/corporate_governance/, an Annual Report of Charitable Contributions (the “Contributions Report”) listing all such contributions and pledges made by BD during the preceding fiscal year in an amount of $10,000 or more. The Contributions Report, which BD has voluntarily issued since 2002, includes a discussion of BD’s contributions philosophy and the alignment of BD’s philanthropic activities with its philosophy, together with additional information about each contribution or pledge.

Enterprise Compliance

Under the oversight of the Corporate and Scientific Affairs Committee, BD has established an enterprise compliance function aimed at ensuring that BD is effective at preventing and detecting violations of the many laws, regulations and policies affecting its business (“Enterprise Compliance”), and that BD continuously encourages lawful and ethical conduct. Launched in fiscal year 2005, Enterprise Compliance supplements the various compliance and ethics functions that were already in place at BD, and seeks to ensure better coordination and effectiveness through program design, prevention, and promotion of an organizational culture of compliance. A Compliance Committee comprised of members of senior management oversees the activities of the Chief Compliance Officer. Another key element of this program is training. Courses offered include a global computer-based compliance training program focused on BD’s Business Conduct and Compliance Guide, as well as other courses covering various compliance topics such as antitrust, industry marketing codes, information security, and anti-bribery.

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Enterprise Risk Management

Under the oversight of the Audit Committee, Enterprise Risk Management (“ERM”) is a company-wide initiative that involves the Board, management and BD associates in an integrated effort to identify, assess and manage risks that may affect BD’s ability to execute on its corporate strategy and fulfill its business objectives. BD’s ERM activities entail the identification, prioritization and assessment of a broad range of risks (e.g., financial, operational, business, reputational, governance and managerial), and the formulation of plans to mitigate their effects.

Equity Ownership by Directors

The Board believes that directors should hold meaningful equity ownership positions in BD. To that end, the compensation structure for non-management directors was changed during fiscal year 2006 to eliminate stock options and issue in their place restricted stock units that would not be distributable until a director completes his or her service on the Board. The accumulation of these equity interests will help to better align the interests of the non-management directors with shareholders. Under the Board’s share ownership guidelines, each non-management director is required to own shares of common stock valued at 50% of the amount obtained by multiplying the annual cash retainer by the number of years the director has served. Each non-management director who has served for at least one full year currently owns shares in an amount sufficient to comply with these guidelines.

Lead Director

The Principles provide for a Lead Director whenever the Chairman is not an independent director. The Lead Director presides over executive sessions of the non-management directors, helps set Board agendas, and serves as a liaison between the non-management directors and the Chief Executive Officer. The Lead Director also serves as a contact person to facilitate communications between BD’s employees, shareholders and other constituents and the non-management directors. The Corporate Governance and Nominating Committee annually reviews the designation of the Lead Director. BD’s current Lead Director is Henry P. Becton, Jr.

Director Independence/Certain Relationships and Related Transactions

Under the NYSE rules and the Principles, a director is deemed not to be independent if the director has a direct or indirect material relationship with BD (other than his or her relationship as a director). The Corporate Governance and Nominating Committee annually reviews the independence of all directors and reports its findings to the full Board. To assist in this review, the Board has adopted director independence guidelines (“Independence Guidelines”) that are contained in Principle No. 7. The Independence Guidelines set forth certain types of relationships between BD and directors and their immediate family members, or entities with which they are affiliated, that the Board, in its judgment, has deemed to be either material or immaterial for purposes of assessing a director’s independence. In the event a director has any relationship with BD that is not addressed in the Independence Guidelines, the independent members of the Board review the facts and circumstances to determine whether such relationship is material.

The Board has determined that the following directors are independent under the Independence Guidelines: Basil L. Anderson, Henry P. Becton, Jr., Edward F. DeGraan, Claire M. Fraser-Liggett, Marshall O. Larsen, Adel A.F. Mahmoud, Gary A. Mecklenburg, Cathy E. Minehan, James F. Orr, Willard J. Overlock, Jr., Bertram L. Scott and Alfred Sommer. John R. Considine and Edward J. Ludwig are employees of BD, and, therefore, are not independent under the NYSE rules and the Principles.

In determining that each of the non-management directors is independent, the Board considered that, at various times over the previous three years, BD entered into transactions or had other dealings in the ordinary course of business with organizations with which certain directors or their immediate family members are, or were, affiliated (referred to as a “director-affiliated organization”). Such affiliations included service by the director or an immediate family member as an officer, employee, adjunct faculty member or governing or advisory board member of such organizations.

In conducting its review, the Board determined that, in each instance, the amount paid to, or received from, the director-affiliated organization was below the levels that would impair a director’s independence under the Independence Guidelines. In addition, in most instances, the director played no active role in the

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director-affiliated organization’s relationship with BD, and, in some instances, the relationship involved a unit of such organization other than the one with which the director has been involved. Accordingly, the Board determined that none of these relationships was material or conflicted with BD’s interests, or impaired the relevant director’s independence or judgment.

The types of transactions with director-affiliated organizations considered by the Board in this respect consisted of payments related to the purchase or sale of products and/or services, the licensing of intellectual property rights or other activities (in the cases of Messrs. Anderson, Becton, DeGraan, Larsen, Mecklenburg, Overlock and Scott, Drs. Fraser-Liggett, Mahmoud and Sommer, and Ms. Minehan) and charitable contributions (in the cases of Messrs. Overlock and Scott, and Drs. Mahmoud and Sommer).

This independence review is one of several established policies and procedures through which the Board (through the Corporate Governance and Nominating Committee) may review transactions and relationships between BD and its directors, executive officers, or their family members, and organizations with which they are affiliated. In November 2006, the Board supplemented these policies and procedures with a new written policy (the “Policy”) covering related person transactions involving more than $120,000 per year where a director, executive officer or shareholder owning more than 5% of BD’s stock (excluding certain passive investors) or their immediate family members, has, or will have, a material interest, regardless of whether the transaction impacts a director’s independence. The Policy is available on BD’s website at www.bd.com/investors/corporate_governance/. The Policy excludes specified transactions including charitable contributions, transactions available to employees generally, certain ordinary course employment relationships, and indemnification and advancement of certain expenses. The Corporate Governance and Nominating Committee is responsible for the review and approval or ratification of transactions subject to the Policy. The Corporate Governance and Nominating Committee will approve or ratify only those transactions that it determines in its business judgment are fair and reasonable to BD and in (or not inconsistent with) the best interests of BD and its stockholders, and do not impact the director’s independence when relevant. With the exception of BD’s relationship with Goldman, Sachs & Co. and affiliated entities discussed below, none of the transactions reviewed in connection with the independence of the non-management directors that occurred during fiscal year 2008 were subject to approval or ratification under the Policy because the $120,000 threshold was not exceeded and/or the interest of the director was not material.

The Committee considered under the Policy the fact that Cathy E. Minehan’s husband holds a senior management position as a managing director at Goldman, Sachs & Co. (“Goldman Sachs”), which, together with affiliated entities (collectively “Goldman Sachs”) has provided investment banking and certain financial services to BD. BD’s relationship with Goldman Sachs predated Ms. Minehan’s election to the Board, and her husband has played no role in the transactions between Goldman Sachs and BD. Based upon its review, the Committee approved the provision of such services by Goldman Sachs to BD, for which BD paid a total of approximately $940,000 during fiscal year 2008, which represented less than 1/1,000th of one percent of the consolidated operating revenues of Goldman Sachs’ parent entity, The Goldman Sachs Group, Inc., during its most recent fiscal year.

During fiscal year 2008, BD also engaged several shareholders holding 5% or more of BD common stock (or their affiliated operating units) for various financial services. Fees paid were as follows: Barclays Global Investors, NA: $1,138,000 (banking services and investment management of various pension plan and Savings Incentive Plan funds); State Street Bank and Trust Company, Trustee: $642,500 (banking services and investment management of various Savings Incentive Plan funds); and FMR LLC: $46,000 (management of certain Deferred Compensation and Retirement Benefit Restoration Plan funds). These transactions are not required to be approved under the Policy since these entities are considered passive investors in BD.

Compensation Committee Interlocks and Insider Participation

No member of the Board’s Compensation and Benefits Committee has served as a BD officer or employee at any time. No BD executive officer serves as a member of the compensation committee of any other company that has an executive officer serving as a member of BD’s Board. No BD executive officer serves as a member of the board of directors of any other company that has an executive officer serving as a member of the Board’s Compensation and Benefits Committee.

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Board Evaluation

Each year the Board evaluates its performance and effectiveness. As part of this process, each director completes a Board Evaluation Form to provide feedback on specific aspects of the Board’s role, organization and meetings. The collective ratings and comments are then presented by the Chair of the Corporate Governance and Nominating Committee to the full Board. As part of the evaluation, the Board assesses the progress in the areas targeted for improvement a year earlier, and develops recommendations to enhance the Board’s effectiveness over the next year. The Board’s evaluation covers many areas (a complete list is available on BD’s website at www.bd.com/investors/corporate_governance). Additionally, each Board Committee conducts an annual self-evaluation of its performance through a similar process.

Director Nomination Process

The Corporate Governance and Nominating Committee reviews the skills, characteristics and experience of potential candidates for election to the Board and recommends nominees for director to the full Board for approval. The assessment of the overall composition of the Board encompasses considerations of diversity, age, skills, international background, and significant experience and prominence in areas of importance to BD.

It is the Corporate Governance and Nominating Committee’s policy to consider referrals of prospective nominees for the Board from other Board members and management, as well as shareholders and other external sources such as retained executive search firms. The Corporate Governance and Nominating Committee utilizes the same criteria for evaluating candidates irrespective of their source.

To recommend a candidate for consideration, a shareholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880.

The Corporate Governance and Nominating Committee believes that any nominee must meet the following minimum qualifications:

When considering director candidates, the Corporate Governance and Nominating Committee will seek individuals with backgrounds and qualities that, when combined with those of BD’s other directors, provide a blend of skills and experience that will further enhance the Board’s effectiveness. From time-to-time, the Corporate Governance and Nominating Committee has retained an executive search firm to assist it in its efforts to identify and evaluate potential director candidates.

The Corporate Governance and Nominating Committee assesses the characteristics and performance of incumbent director nominees against the above criteria as well, and, to the extent applicable, considers the impact of any change in the principal occupations of such directors during the last year. Upon completion of the individual director evaluation process, the Corporate Governance and Nominating Committee reports its conclusions and recommendations for nominations to the Board.

Business Conduct and Compliance Guide

BD maintains a Business Conduct and Compliance Guide (the “Guide”), which was adopted by the Board in 1995. The Guide is a code of conduct and ethics applicable to all directors, officers and employees of BD, including its Chief Executive Officer and its Chief Financial Officer, principal accounting officer and other senior financial officers. It sets forth BD’s policies and expectations on a number of topics, including conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of BD’s assets, and business ethics. The Guide also sets forth procedures for the communicating and handling of any potential conflict of interest (or the appearance of any conflict of interest) involving directors or executive officers, and for the confidential communication and handling of issues regarding accounting, internal controls and auditing matters.

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Since 1995, BD has also maintained an Ethics Help Line number (the “Help Line”) for BD associates as a means of raising concerns or seeking advice. The Help Line is serviced by an independent contractor and is available to all associates worldwide, 7 days a week, 24 hours a day. Translation services are also available to associates. Associates using the Help Line may choose to remain anonymous and all inquiries are kept confidential to the extent practicable in connection with investigation of an inquiry. All Help Line inquiries are forwarded to BD’s Chief Ethics Officer for investigation. Any matters reported to the Chief Ethics Officer, whether through the Help Line or otherwise, involving accounting, internal control or audit matters, or any fraud involving management or persons who have a significant role in BD’s internal controls, are reported directly to the Audit Committee.

The Chief Ethics Officer leads the BD Ethics Office, a unit within BD that administers BD’s ethics program. In addition to the Help Line, the ethics program provides for broad communication of BD’s Core Values, associate education regarding the Guide and its requirements, and ethics training sessions. BD’s Core Values are:

BD regularly reviews the Guide, and proposed additions or amendments are submitted to the Board for its consideration. Any waivers from any provisions of the Guide for executive officers and directors would be promptly disclosed to shareholders. In addition, certain amendments to the Guide, as well as any waivers from certain provisions of the Guide relating to BD’s Chief Executive Officer, Chief Financial Officer or principal accounting officer would be posted at the website address set forth below.

The Guide is posted on BD’s website at www.bd.com/investors/corporate_governance/. Printed copies of the Guide may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone 1-201-847-6800.

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COMPENSATION DISCUSSION AND ANALYSIS

The following is a discussion of our executive compensation program and compensation decisions made with respect to Edward J. Ludwig, our Chief Executive Officer (referred to as our “CEO”), and the other executive officers named in the Summary Compensation Table on page 34. We refer to these executive officers as the “named executive officers.”

The following discussion includes statements regarding performance targets in the limited context of our executive compensation program. These targets are not statements of management’s expectations of our future results or other guidance. Investors should not evaluate these targets in any other context.

Objectives of our executive compensation program

An understanding of our executive compensation program begins with the objectives the program is intended to serve. These include:

The process for setting executive compensation

The role of the Compensation and Benefits Committee and its consultant

The Compensation and Benefits Committee of the Board (referred to as the “Compensation Committee”) oversees the compensation program for the named executive officers and the other members of management who report to the CEO. The Compensation Committee is comprised solely of independent directors. The Compensation Committee is assisted in fulfilling its responsibilities by its independent consultant, Towers Perrin. Towers Perrin is engaged by, and reports directly to, the Compensation Committee. In this role, Towers Perrin, among other things, assists the Compensation Committee in the design of BD’s compensation program, including the selection of the key elements of the program, the targeted payments for each element, and the establishment of performance targets. Towers Perrin also makes recommendations to the Compensation Committee regarding the compensation of BD’s CEO. Additional information about our process for setting executive compensation is on pages 11-12.

The role of management

BD’s executive officers, including our CEO and Senior Vice President-Human Resources, support the Compensation Committee in fulfilling its responsibilities. The Compensation Committee considers management’s views relating to compensation matters. This includes compensation levels, the appropriate performance metrics and targets for BD’s performance-based compensation and other matters. Management also provides information (which is reviewed by our Internal Audit Department) to assist the Committee in determining whether performance targets have been achieved. This includes any recommended adjustments to BD’s operating results when assessing BD’s performance against the targets. The CEO also presents his assessment of the performance of his direct reports and recommends compensation actions with respect to such direct reports to the Compensation Committee for its consideration. The CEO does not play a role in determining his own compensation.

The use of market comparison data

The Comparison Group. The Compensation Committee uses information on the compensation practices of select peer companies in setting executive compensation. This review is done with respect to both the structure of our executive compensation program and target compensation.

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The peer group used by the Compensation Committee consists of 18 companies that we believe we compete with for executive talent. This group is referred to as the “Comparison Group.” These companies were selected based on the recommendations of Towers Perrin and management. Information on the pay practices of the Comparison Group is provided by Towers Perrin to the extent such information is available.

The following companies make up the Comparison Group (data regarding Abbott Laboratories, Johnson & Johnson and Roche Diagnostics were used only with respect to business unit positions):

Compensation Structure and Targets. Towers Perrin conducts an annual comparison of our executive compensation structure and practices to those of the Comparison Group. Based on its review in 2008, Towers Perrin concluded that the structure of BD’s compensation program is competitive with industry practices and consistent with the program objectives described above. In light of this review, the Compensation Committee did not make any changes to the structure of our program, except as discussed below with respect to equity-based compensation.

Market comparison data is also used in setting target compensation levels for each of the key elements of our program (salary, annual cash incentive award and equity-based compensation) and for the combined total of these elements. The Compensation Committee seeks to determine for each key element the prevailing competitive range of target compensation among the Comparison Group based on publicly-available information, with the intent that the mid-point of the range be the 50th percentile of the Comparison Group. The Committee then seeks to set each key element of compensation within this competitive range, assuming payout of performance-based awards at target. An executive’s actual compensation may be more or less than the target amount set by the Compensation Committee based on the individual’s and BD’s performance, changes in our stock price and other factors.

Setting compensation targets based on market comparison data is intended to ensure that our compensation practices are competitive in terms of attracting, rewarding and retaining executives. Because each compensation element is targeted to be within a competitive range, compensation decisions made with respect to one element of compensation do not affect decisions made with respect to other elements. It is also for this reason that no specific formula is used to determine the allocation between cash and equity-based compensation. In addition, because a named executive officer’s compensation target is set by reference to persons with similar duties at the Comparison Group companies, the Compensation Committee does not establish any fixed relationship between the compensation of the CEO and that of any other named executive officer.

The use of “tally sheets”

From time-to-time, the Compensation Committee reviews a summary report, or “tally sheet,” prepared by Towers Perrin or management for each named executive officer. The purpose of a tally sheet is to show the total dollar value of the executive’s annual compensation. This includes the executive’s salary, annual cash incentive award, equity-based compensation, perquisites, pension benefit accruals and other compensation. The tally sheet also shows holdings of BD common stock and equivalents, and accumulated value and unrealized gains under prior equity-based compensation awards. In addition, the tally sheet shows amounts payable to the named executive officer upon termination of the executive’s employment under various circumstances, including retirement or a change of control. The Compensation Committee uses tally sheets to estimate the total annual compensation of the named executive officers, and to provide perspective on the value accumulated by the named executive officers from our compensation programs and the potential payouts to them under a range of termination scenarios.

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The key elements of our compensation program

The key elements of our executive compensation program in fiscal year 2008 were:

The Compensation Committee believes that this combination of cash and equity-based compensation supports the objectives of our executive compensation program described above. First, these vehicles allow BD to provide a competitive compensation package based on prevailing market practices. At the same time, a significant portion of target compensation is variable “at-risk” pay tied to both short-term performance (PIP awards) and long-term performance (Performance Units and SARs). The Compensation Committee believes these awards support our pay-for-performance philosophy by linking pay amounts to our level of performance and the achievement of our strategic goals. Finally, the ownership stake in BD provided by equity-based compensation, the extended vesting of these awards and our share ownership guidelines (discussed on page 31) align the interests of the named executive officers with our shareholders and promote executive retention. At the same time, the Committee believes, with the concurrence of its independent consultant, that, as a result of our balance of long- and short-term incentives, our use of different types of equity compensation awards that provide a balance of incentives, and our share ownership guidelines, BD’s executive compensation program does not encourage our management to take unreasonable risks relating to BD’s business.

No specific formula is used to determine the allocation between performance-based and fixed compensation. However, BD’s emphasis on pay-for-performance resulted in performance-based compensation representing a significant portion of the total target compensation of the named executive officers in fiscal year 2008. As shown in the table below, based on PIP award targets and the SFAS No. 123(R) value of their equity-based compensation awards used for financial reporting, performance-based compensation (PIP awards, Performance Units and SARs) amounted to approximately 69% of total target compensation (salary, PIP awards and equity-based compensation) for the CEO and approximately 61% or more of total target compensation for the other named executive officers for fiscal year 2008.

Fiscal Year 2008

The Compensation Committee also reviews other elements of executive compensation, including retirement benefits and change of control arrangements, on a regular basis.

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Base salary

Salaries are based on the executive’s performance, scope of responsibilities and experience, competitive pay practices and tenure. Base salary is intended to provide a fixed, baseline level of compensation that is not contingent upon BD’s performance.

Performance-based annual cash incentive awards

The PIP provides our named executive officers an opportunity to receive an annual cash incentive award. PIP awards are intended to reward the named executive officers for their individual performance and their contribution to the performance of BD overall for the fiscal year, as part of our pay-for-performance philosophy. The Compensation Committee believes that providing an annual cash incentive opportunity is an important part of maintaining a competitive executive compensation program and furthering our short-term financial objectives.

Target awards. Target annual incentive awards for the named executive officers are set each fiscal year, based on job responsibilities. These targets are expressed as a percentage of base salary. For fiscal year 2008, PIP award targets for the named executive officers were as follows:

The Compensation Committee increased Mr. Ludwig’s target award from 115% for the prior fiscal year, consistent with market comparison data that showed Mr. Ludwig’s performance target was below the median target of the Comparison Group.

Actual PIP awards may range from zero to 200% of the named executive officer’s target award, based on BD’s and the individual’s performance. The “Grants of Plan-Based Awards in Fiscal Year 2008” table on page 36 shows the range of possible awards under the PIP for fiscal year 2008.

Setting PIP award amounts. The Compensation Committee sets a baseline performance target, which establishes a maximum PIP award allocation for each of the named executive officers for the fiscal year if the target is met. The Compensation Committee has the discretion (and has historically exercised this discretion) to reduce the amount of the award based on such factors as the Compensation Committee deems appropriate.

The factors the Compensation Committee considers when setting PIP awards are the funding level established for PIP awards and the named executive officer’s performance during the year, each of which is discussed below. This process is not formulaic, and no specific weight is given to the PIP funding or individual performance by the Compensation Committee. Instead, the Compensation Committee uses its business judgment to determine the appropriate PIP award to recognize the executive’s contribution.

Funding for PIP awards. PIP awards to all employees, including the named executive officers, are made from a pool that is funded based on a formula. The amount of available funding depends on how well BD performs during the year compared to the performance target set by the Compensation Committee. The Compensation Committee typically uses diluted earnings per share as the target. Earnings per share is used since it is the primary basis on which we set our financial expectations for the year, and we believe earnings per share growth leads to long-term shareholder value. In applying the funding formula, the Compensation Committee has the discretion to make adjustments when examining BD’s operating results to account for significant events that occurred during the year. These include, among other things, acquisitions and divestitures and unusual items.

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The following chart shows the formula for overall PIP funding for fiscal year 2008:

Individual PIP awards are determined in the discretion of the Compensation Committee. Therefore, actual PIP awards to the named executive officers, as a percentage of their award targets, may be different than the overall funding percentage under the plan.

Impact of individual performance on PIP awards. When making PIP awards, the Compensation Committee considers each named executive officer’s performance in light of the individual goals established at the beginning of the fiscal year. These individual goals are in addition to the earnings per share target used to establish the available funding for PIP awards. The CEO’s individual goals are tied to BD’s performance as a whole. The individual goals of the other named executive officers relate to the performance of the specific business units or functions over which they have oversight responsibility. At the end of the year, the CEO reviews the performance of the other named executive officers against their objectives and makes PIP award recommendations to the Compensation Committee.

Equity-based compensation awards

An integral part of our compensation program is long-term equity-based compensation. The awards made to the named executive officers in fiscal year 2008 consisted of SARs, Performance Units and Career Shares. A description of each type of award begins on page 37.

Determination of awards. The Compensation Committee does not issue a targeted number of SARs or units to the named executive officers. Instead, the Compensation Committee first determines the amount, in dollar value, to be granted to each named executive officer. In setting these amounts, the Compensation Committee takes into account market comparison data and individual performance. The named executive officers were then granted SARs and Performance Units, each having an estimated value as of the date of grant equal to approximately 40% of the total award value, and Career Shares for the remaining 20% of the award. For grants made in fiscal year 2008, these values were calculated using the BD closing stock price on the grant date (using a Black-Scholes option valuation model in the case of SARs), and applying a discount to reflect the fact that the awards are subject to vesting and are not transferable. Because the methodology used by the Compensation Committee differs from that used for financial reporting purposes, the values assigned by the Compensation Committee also differ from those used for financial reporting.

For the equity-based compensation awards granted in fiscal year 2009 (discussed on page 29), the Compensation Committee determined that, as a result of the decline in BD’s stock price since the beginning of fiscal year 2009, using a valuation methodology based on the closing stock price on the date of grant would result in awards of SARs and units that, in absolute number, would be notably larger than in prior years. As a result, the Compensation Committee decided to use an average closing stock price (using the closing BD stock price on the grant date and the last trading day of the three preceding months), rather than the closing price on the date of grant, for estimating the value of SARs and units granted to our CEO and other executive officers. This resulted in the Committee using a share price of $74.89 instead of the grant date closing price of $62.50. This change resulted in fewer SARs and units being granted to the named executive officers than would have been granted using the prior methodology. The closing price on the date of grant was used to value awards to associates who are not executive officers.

The estimated values assigned by the Compensation Committee to equity-based compensation awards are determined as of the grant date and are not predictive of the value that will be ultimately realized from the awards. Such value will depend on a number of factors, including our operating performance and our stock price.

The amount of equity-based compensation allocated to Performance Units and SARs reflects the fact that our equity-based compensation is designed primarily to reward the achievement of BD’s long-term performance

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goals. Because our equity-based compensation is also intended to promote executive retention, a portion of each award was allocated in fiscal year 2008 to Career Shares. The vesting periods of the Performance Units and SARs also aid in furthering retention.

Performance Unit targets. The performance measures used for the Performance Units are revenue growth and return on invested capital (which we refer to as “ROIC”). Revenue growth is weighted 60% and ROIC is weighted 40%. Using revenues as a performance measure reflects our goal of increasing long-term revenue growth. Revenue growth is measured after eliminating the effect of foreign currency translation so that only the impact of improved performance is counted. Awards made prior to fiscal year 2006 used reported revenues. ROIC is used to motivate our executives to continue BD’s returns at their recent levels and maintain our current balance sheet strength.

Performance Unit awards are given a share target. A grid determines the actual number of shares that will be issued upon vesting, based on how BD’s performance compares to the performance targets. The number of shares issued can range anywhere from zero (if BD fails to meet the minimum performance threshold for both revenue growth and ROIC) to 200% of the share target (if BD meets the maximum payout threshold for both revenue growth and ROIC). In applying the grid, the Committee has the discretion to make adjustments when examining BD’s operating results to account for significant events that occur during the performance period.

Prior to fiscal year 2008, revenue and ROIC targets were based, in part, on the comparative performance of our peer companies. As a result, revenue and ROIC targets were adjusted from year-to-year to account for changes in peer company performance. Adjustments in the targets were also made to adjust for improvements in BD’s performance. The fiscal year 2008 Performance Units reflect a change in the Compensation Committee’s approach to setting performance targets. Beginning with the fiscal year 2008 grant, the targets are tied to BD’s business plan and its anticipated range of performance over the performance period. At the same time, the Compensation Committee reduced the maximum payout from 250% to 200% of target.

As with PIP awards, the Compensation Committee establishes a baseline performance target for the Performance Units, which establishes a maximum award payout if the target is met. The Compensation Committee has the discretion (and has historically exercised this discretion) to reduce the amount of the award based on the revenue and ROIC grid discussed above. For purposes of this proxy statement, when discussing performance measures for Performance Units, we will refer to the revenue and ROIC targets.

Change to equity-based compensation awards. In fiscal year 2009, the named executive officers were issued time-vested restricted stock units (referred to as “TVUs”) in place of Career Shares. The TVUs have a three-year vesting period, consistent with our goal of promoting executive retention. The Compensation Committee made this change after reviewing the compensation practices of the Comparison Group and determining that the use of Career Shares was not in line with prevailing practices. This change also simplifies our executive compensation program by making awards granted to our named executive officers the same as those granted to the other members of the BD Leadership Team. TVUs will be assigned a higher value than Career Shares, due to their shorter vesting period. Accordingly, it is anticipated that less units will need to be awarded to provide the same award value to the named executive officers.

Compensation Actions

Below is a discussion of compensation actions taken with respect to the named executive officers.

Salary Adjustments

The base salaries of the named executive officers are reviewed each November, and any adjustments go into effect on January 1 of the following year.

Actions taken in fiscal year 2008. In November 2007, salary increases were approved for the named executive officers ranging from 3.2% to 4.5%. These increases were made to maintain market competitiveness based on available market comparison data, and were at rates consistent with salary rate increases at BD generally.

Actions taken in fiscal year 2009. Mr. Ludwig’s base salary for calendar year 2009 was maintained at $1,070,000, the same salary in effect for calendar year 2008, because the Compensation Committee believes Mr. Ludwig’s current salary is consistent with competitive pay practices. In November 2008, we announced that Vincent A. Forlenza was elected as President of BD, effective January 1, 2009. In connection with his

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election, Mr. Forlenza’s salary was increased from $545,000 to $650,000. Salary increases were also approved for the other named executive officers ranging from 3.6% to 5.5%.

PIP awards

For fiscal year 2008, the performance target under the PIP was diluted earnings per share of $4.29. This target equaled the median of the diluted earnings per share range we initially provided to investors as earnings guidance for fiscal year 2008. Our reported diluted earnings per share for fiscal year 2008 was $4.46. This represented 104% of the performance target. Under the PIP funding formula, this resulted in PIP funding of 120% of target awards.

As discussed earlier, the Compensation Committee considers a named executive officer’s performance against his individual goals for the fiscal year when making PIP awards. The CEO’s individual goals are tied to BD’s performance as a whole. The goals set for the other named executive officers relate to the performance of the specific business units or functions over which they have oversight responsibility. For fiscal year 2008, these goals included financial objectives (including objectives relating to revenue, operating income and certain performance metrics, such as gross profit margin) relevant to the executive’s business or function. In addition, these goals included progress towards new product development, integration of recent acquisitions and improving organizational capabilities. These goals are based on our business plan for the fiscal year, and are intended to be challenging but achievable.

The Compensation Committee made the PIP awards set forth below to the named executive officers for fiscal year 2008. These awards are also set forth in the Summary Compensation Table on page 34 under the heading “Non-Equity Incentive Plan Compensation.”

The PIP awards made to Messrs. Ludwig, Cohen and Kozy were generally in line with the PIP funding of 120% of target awards. The awards to these executives reflected their performance compared to the individual goals established for them and their contributions to BD’s performance for the year. The PIP award made to Mr. Forlenza reflected the performance of our Diagnostics segment under his leadership, including solid growth in our microbiology business unit, the continued development of our TriPath and GeneOhm businesses and the introduction of new products. The PIP award made to Mr. Considine reflected his efforts in helping BD exceed its performance targets for the year despite significant raw material increases and other financial challenges, and his leadership of our enterprise resource planning system upgrade.

Equity-Based Compensation Awards

Awards in fiscal year 2008. In fiscal year 2008, the Compensation Committee made the equity-based compensation awards to the named executive officers reflected in the “Grants of Plan-Based Awards in Fiscal Year 2008” table on page 36. These awards were made with respect to fiscal year 2007 performance. However, these awards are reflected in the Summary Compensation Table and other tables for fiscal year 2008, as required by the SEC proxy statement rules, since they were awarded during fiscal year 2008.

Based on the SFAS 123(R) value of the awards used for financial reporting, the award to Mr. Ludwig represented an approximate 9% increase in value over his fiscal year 2007 award. The Compensation Committee approved this increase in light of his performance and market comparison data showing that Mr. Ludwig’s equity-based compensation was not competitive with the Comparison Group. The awards given to Messrs. Cohen, Forlenza and Kozy represented increases of approximately 15% over their fiscal year 2007 awards. These increases were also made to maintain the equity-based compensation of these officers at a competitive level. Mr. Considine’s fiscal year 2008 award was maintained at substantially the same level as in fiscal year 2007.

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The Performance Units included in these awards cover the fiscal years 2008-2010 performance period. The following table sets forth the minimum performance thresholds, target performance and maximum payout thresholds for these awards:

Awards in fiscal year 2009. In November 2008, the Compensation Committee made the equity-based compensation awards to the named executive officers reflected on page 38 with respect to fiscal year 2008 performance. Based on the SFAS 123(R) value of the awards used for financial reporting, the total value of the awards to Messrs. Ludwig, Kozy and Cohen represented decreases of approximately 10% from their fiscal 2008 awards, while the total value of the award to Mr. Considine represented a decrease of approximately 16% from his fiscal 2008 award. These decreases resulted in part from the change in methodology used by the Compensation Committee to value these awards, as described on page 26. The award to Mr. Forlenza represented an increase of approximately 30% over his fiscal 2008 award, in recognition of his recent election as President of BD, effective January 1, 2009.

The Performance Units included in these awards cover the fiscal years 2009-2011 performance period, and have the same minimum performance, target and maximum payout thresholds as the awards granted in fiscal year 2008. The maximum payout of these awards is 200% of share target.

Payout of prior Performance Unit awards in fiscal year 2008. During fiscal year 2008, Performance Units awarded in fiscal year 2005 vested. The payout of these awards is reflected in the “Option Exercises and Stock Vested in Fiscal Year 2008” table on page 41. These Performance Units covered the fiscal years 2005-2007 performance period. The performance targets for these Performance Units were 7% average annual revenue growth and 25% average ROIC.

Average annual revenue growth and average ROIC over the performance period were approximately 9.4% and 30.8%, respectively. In applying the payout grid, the Compensation Committee used its discretion to adjust reported revenue growth to eliminate the effect of acquisitions and divestures. This adjustment reduced revenue growth for the performance period from 9.4% to 8.9%. The Compensation Committee also eliminated certain items for purposes of calculating ROIC, but these items offset each other and resulted in no adjustment to ROIC for the period. Based on these adjusted results, 174% of the share target of the awards were paid.

Other Actions

In November 2008, we announced the election of David V. Elkins as our Executive Vice President and Chief Financial Officer, effective December 1, 2008. In connection with his election, the Compensation Committee approved a base salary for Mr. Elkins of $500,000 and a target PIP award of 70% of base salary. Mr. Elkins also received a sign-on payment of $220,000 and sign-on award of 5,285 TVUs, and will receive an additional $250,000 payment in January 2010 to compensate for the forfeiture of equity awards he previously received from his former employer.

Other benefits under our executive compensation program

Company transportation

The Compensation Committee encourages Mr. Ludwig to use BD aircraft for his personal and business travel, in order to make more efficient use of Mr. Ludwig’s travel time and mitigate business continuity risk. BD and Mr. Ludwig have entered into a time-sharing arrangement, under which Mr. Ludwig makes payments to BD for his personal use of BD aircraft. For fiscal year 2008, Mr. Ludwig’s time-share payments totaled

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$131,370. The payments covered all but $2,600 of the incremental costs relating to Mr. Ludwig’s personal flights. Additional information on the time-sharing arrangement and the incremental cost to BD of Mr. Ludwig’s personal airplane use is set forth in the notes to the Summary Compensation Table on page 35.

Deferred Compensation

Our Deferred Compensation and Retirement Benefit Restoration Plan is an unfunded, nonqualified plan that, among other things, allows the named executive officers and other eligible associates to defer receipt of cash compensation and shares issuable under their equity-based compensation awards. This gives eligible associates the opportunity to defer compensation on a pre-tax basis in addition to what is allowed under our tax-qualified 401(k) plan. The table on page 43 shows activity in the deferral accounts of the named executive officers during fiscal year 2008. We do not provide any guaranteed earnings on amounts deferred by the named executive officers. Earnings on these accounts are based on their individual investment selections. The plan is offered to our eligible associates as part of a competitive compensation program.

In 2008, BD began providing matching contributions on deferred cash compensation under the plan. BD matches 75% of the first 6% of salary and PIP award deferred by a participant under the plan and our 401(k) plan combined. These matching contributions are made to the extent the total salary and PIP award from which a participant makes contributions to both plans does not exceed three times the limit for qualified plans (which was $690,000 in 2008). The maximum combined matching contributions that a participant could receive with respect to fiscal year 2008 under both plans is $31,050.

Pension benefits

We maintain a qualified retirement plan for all of our associates. Benefits under the plan are based on age, years of service and compensation levels. Because the Internal Revenue Code limits the maximum annual benefit that may be paid to an individual under our retirement plan, we provide a restoration benefit under our Deferred Compensation and Retirement Benefit Restoration Plan to offset this limitation. A more complete description of our pension benefits begins on page 41. The named executive officers participate in these plans on the same basis as all eligible associates. These benefits are intended to be part of a competitive compensation program necessary to attract and retain executive talent and reduce associate turnover. As shown in the Summary Compensation Table on page 34, the present value of accumulated pension benefits of four of the named executive officers decreased during fiscal year 2008. This was primarily due to a change in the interest rate used to calculate these benefits.

Significant policies and additional information regarding executive compensation

Change of Control Agreements

We have an agreement with each of the named executive officers relating to their employment following a change of control. This agreement provides the executive with continued employment for a period of two years following a change of control of BD. It also provides certain benefits to the executive in the event his employment is terminated during this period. Generally, these benefits include a severance payment equal to three times the executive’s salary and PIP award, increased pension benefits, continued welfare plan benefits and outplacement services. A more complete description of the terms and potential payouts of our change of control agreements is found beginning on page 44.

General purpose. Our change of control agreements are intended to retain the executives and provide continuity of management in the event of an actual or threatened change of control of BD. Based on information provided by Towers Perrin, change of control arrangements are used by a substantial majority of the companies in the Comparison Group, and the terms of our agreements are intended to be consistent with the prevailing practices at those companies.

Triggering events. Our agreements contain what is known as a “double trigger” – that is, there must be a change of control of BD and a termination of the executive’s employment in order for any payments to be made. The termination can be either an actual termination or a “constructive” termination. A “constructive” termination occurs when a named executive officer’s duties are materially reduced, the executive is required to relocate beyond a certain distance, or the executive’s compensation is reduced. We opted for a “double-trigger,” rather than providing for severance payments solely on the basis of a change of control, since this is

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more consistent with the purpose of encouraging the continued employment of the executive following a change of control.

“Gross-up” payments. As is discussed on page 45, if the payments made to a named executive officer on account of his termination exceed certain amounts, BD may not be able to deduct the payments for federal income tax purposes and the named executive officer could be subject to a 20% excise tax on such payments. The excise tax is in addition to the executive’s regular payroll and income taxes. To offset the effect of the excise tax, we will make a “gross-up” payment to a named executive officer to reimburse him for the excise tax. In this way, the executive retains the same amount that he would have retained had the excise tax not been imposed. We provide for these payments because they allow an executive to recognize the full intended economic benefit of his agreement.

Other change of control provisions

Upon a change of control, all equity-based compensation awards issued under our plans will immediately vest. This accelerated vesting occurs for all employees, not just the named executive officers. Unlike the “double trigger” under the change of control agreements discussed above, no termination of employment is required for the accelerated vesting of the awards. Based on information provided by Towers Perrin, the Compensation Committee believes that these accelerated vesting provisions are consistent with market practices.

Recovery of prior compensation

The Board of Directors has adopted a policy that gives the Board the discretion to require a member of the BD Leadership Team to reimburse BD for any PIP award or Performance Unit payout that was based on financial results that were subsequently restated as a result of such member’s misconduct. The Board also has the discretion to cancel any equity-based compensation awards (or recover payouts under such awards) that were granted to such person with respect to the restated period, and require the person to reimburse BD for any profits realized on any sale of BD stock occurring after the public issuance of the financial statements that were subsequently restated. The BD Leadership Team consists of 45 members of senior management, and includes the named executive officers.

The policy also gives the Board the authority to require those members of the BD Leadership Team who were not involved in the misconduct to reimburse BD in the amount by which their PIP award or Performance Unit payouts exceeded the amount they would have received based on the restated results.

The terms of the policy have been incorporated into the PIP and the terms of our equity-based compensation awards.

Share retention and ownership guidelines

In order to promote equity ownership, we have adopted share retention and ownership guidelines for the named executive officers and other members of the BD Leadership Team. Under the guidelines, these associates are expected to retain, in shares of BD stock, 75% of the net, after-tax gain or the net, after-tax shares realized under equity-based compensation awards granted after the adoption of the guidelines in July 2004. This retention requirement applies until the person achieves and maintains a significant ownership position, which is expressed as a multiple of salary as follows:

The Compensation Committee annually reviews the shareholdings of the persons subject to these guidelines. Shares held directly, shares held indirectly through our benefit plans (including our 401(k) plan and Deferred Compensation and Retirement Benefit Restoration Plan), Career Shares and TVUs are included in determining a person’s share ownership. Stock options and SARs (including vested options and SARs) and unvested Performance Units are not included. Each of the named executive officers has achieved shareholdings in excess of his applicable multiple.

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The named executive officers are required to hold 75% of the net, after-tax shares received upon exercise of the SARs granted to them in fiscal year 2008 for a period of one year following exercise. This is in addition to any requirements they may have under our share retention and ownership guidelines.

Our insider trading policy expressly prohibits our associates from engaging in options, puts, calls or other transactions that are intended to hedge against the economic risk of owning BD shares. This policy can be found on BD’s website at www.bd.com/investors/corporate_governance/.

Timing of equity awards

The Compensation Committee has adopted a policy on the granting of equity-based compensation awards (which can be viewed at www.bd.com/investors/corporate_governance/). The policy prohibits backdating any equity grant, and requires our annual equity-based compensation awards and any “off-cycle” awards approved by our Chief Executive Officer to be made on fixed dates. The policy also prohibits manipulating the timing of either the public release of information or the grant of an award in order to increase the value of the award. Under the policy, the exercise price of any stock option or SAR award will be the closing price of BD stock on the grant date.

Previously paid compensation

While considered by the Compensation Committee, compensation previously paid to the named executive officers, including amounts realized or realizable under prior equity-based compensation awards or pension accruals, did not affect the Compensation Committee’s compensation decisions for fiscal year 2008. This reflects the Compensation Committee’s view that an executive’s compensation should be based on the executive’s performance and the market value of his services. The Compensation Committee also believes that reducing an executive’s compensation based on the value of past compensation would weaken the competitiveness of our compensation program and make it more difficult to attract and retain executive talent.

Tax and accounting considerations

Section 162(m) of the Internal Revenue Code precludes BD from taking a federal income tax deduction for compensation paid in excess of $1 million to a named executive officer (other than our Chief Financial Officer). This limitation does not apply, however, to “performance-based” compensation, including SARs, stock options, Performance Units and PIP awards. The federal income tax deduction for Career Shares is not covered by this limitation because Career Shares are payable when a named executive officer is no longer employed by us. Salary and TVUs do not constitute “performance-based” compensation and are subject to the limitations of Section 162(m).

While the Compensation Committee generally attempts to preserve the deductibility of compensation paid to the named executive officers, the Compensation Committee believes the primary purpose of our compensation program is to support BD’s strategy and the long-term interests of our shareholders. Therefore, the Compensation Committee maintains the flexibility to award compensation that may be subject to the limits of Section 162(m) if doing so furthers the objectives of our executive compensation program. In recognition of the limits under Section 162(m), the TVUs granted to the named executive officers in fiscal year 2009 contain a provision that gives the Compensation Committee the authority to require the deferral of any shares issuable under a TVU if the deduction for such shares would be limited under Section 162(m).

We account for stock-based compensation in accordance with SFAS No. 123(R). SFAS No. 123(R) requires us to recognize compensation expense relating to share-based payments (such as SARs and restricted stock units) in our financial statements. The adoption of SFAS No. 123(R) and the recognition of this expense have not caused us to limit or significantly alter the equity-based compensation element of our program. This is because we believe equity-based compensation is needed to provide a competitive executive compensation program and fulfills important program objectives. We did, however, switch from issuing stock options to stock-settled SARs following the adoption of SFAS No. 123(R), since both types of awards result in the recognition of compensation expense and we believed that stock-settled SARs would result in less shareholder dilution. We would consider the effect under SFAS No. 123(R) of any proposed change to the equity-based compensation element of our program.

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REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE

The Compensation and Benefits Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management, and based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in BD’s Annual Report on Form 10-K for the year ended September 30, 2008 and in this proxy statement.

COMPENSATION AND BENEFITS COMMITTEE
Edward F. DeGraan, Chair
Henry P. Becton, Jr.
Marshall O. Larsen
James F. Orr
Willard J. Overlock, Jr.

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table shows the compensation provided by BD to each of the named executive officers in fiscal year 2008.

SUMMARY COMPENSATION TABLE