EXHIBIT 10(F)

BECTON, DICKINSON AND COMPANY

1996 DIRECTORS' DEFERRAL PLAN

Adopted As Of November 1, 1996
And Amended As of November 24, 2003






ARTICLE I

Definitions

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

1.2 "Additional Deferral Election" means the election by a participant
under Section 3.6(b) to further defer the date payment otherwise would
be made (or begin to be made) from a participant's Deferred Account.

1.3 "Annual Share Amount" means the number of shares of Common Stock
(which is set as of the date hereof at 400 shares) that the Board,
from time to time, may agree to credit to Deferred Stock Accounts as
compensation to continuing Directors.

1.4 "Board" means the Board of Directors of the Company.

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

1.6 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

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

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

1.9 "Company" means Becton, Dickinson and Company, and any successor
thereto.


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1.10 "Conversion Election" means the election by a participant under
Section 3.5(a) to convert some or all of his or her Deferred Retainer
Account balance, Deferred Fees Account balance and/or Deferred
Dividends Account balance from a cash balance into a Deferred Stock
Account balance.

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

1.12 "Deferred Account" means the participant's Deferred Pension Account,
Deferred Dividends Account, Deferred Retainer Account, Deferred Fees
Account, Deferred Cash Account and/or Deferred Stock Account.

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

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

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

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

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

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


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

1.20 "Deferred Pension" means the amount of a participant's Accrued Pension
that such participant has elected to defer until a later year pursuant
to an election under Section 3.1.

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

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

1.23 "Deferred Retainer" means the amount of a participant's annual Board
retainer fees that such participant has elected to defer until a later
year pursuant to an election under Section 3.3(a).

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

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

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

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

1.28 "Director" means a member of the Board.


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

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

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

1.32 "Effective Date" means the effective date of the Plan set forth in
Section 5.4.

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

1.34 "Interest Return" means the amounts which are credited from time to
time to each participant's Deferred Pension Account, Deferred
Dividends Account, Deferred Retainer Account, Deferred Fees Account
and/or Deferred Cash Account pursuant to Section 3.7(a).

1.35 "NYSE" means The New York Stock Exchange.

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

1.37 "Plan" means the Becton, Dickinson and Company 1996 Directors'
Deferral Plan as from time to time in effect.

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

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


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1.40 "Reverse Conversion Election" means the election by a participant
under Section 3.5(b) to convert a portion of his or her Deferred Stock
Account balance into a Deferred Cash Account balance.

1.41 "Shareholders' Meeting" means the regular annual meeting of the
shareholders of the Company.

1.42 "Termination Date" means December 1, 1996, the date as of which the
Directors' Nonqualified Pension Arrangements will have been
effectively terminated.


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ARTICLE II

Participation

2.1 Participation

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

(b) The Committee may, consistent with Company policy:

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

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


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ARTICLE III

Deferral Elections, Accounts and Distributions

3.1 Deferred Pension Election

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

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

(c) A Deferred Pension Election shall defer the starting date for the
payment of the designated amount of the participant's Accrued
Pension, and any Interest Return credited thereon pursuant to
Section 3.7, until the earliest of the participant's retirement,
permanent and total disability, death or involuntary termination.

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


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3.2 Restricted Stock Elections and Deferred Dividends Elections

(a) Any participant, who owns Restricted Stock as of the Effective
Date, may make a single one-time election, on or before December
5, 1996 and on a form to be furnished by the Committee, to
surrender to the Company 25%, 50%, 75% or 100% of his or her
shares of Restricted Stock. Upon making such Restricted Stock
Election, a new Deferred Stock Account will be established in the
participant's name to which will be credited, on or about
December 20, 1996, a number of shares of Common Stock equal to
the number so surrendered.

(b) A participant who makes a Restricted Stock Election will defer
the receipt of any balance in the participant's Deferred Stock
Account, including any Dividend Reinvestment Return credited
thereto pursuant to Section 3.7(b), until the earliest of the
participant's (i) permanent and total disability, (ii) death and
(iii) the later of (1) the date on which such shares of
Restricted Stock otherwise would have vested, (2) January 2,
1998, and (3) the date of any retirement or other termination of
service.

(c) Any participant, who owns Restricted Stock from time to time,
also can elect, on or before December 31 of any calendar year, to
defer 25%, 50%, 75% or 100% of the cash dividends otherwise
payable on his or her Restricted Stock for the next succeeding
calendar year. Such Deferred Dividends will be credited to the
participant's Deferred Dividend Account as of each date on which
cash dividends are otherwise paid on the Common Stock.

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

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


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

3.3 Deferred Retainer Elections and Deferred Fees Elections

(a) With respect to an individual who is eligible to participate in
this Plan in accordance with Section 2.1, elections of Deferred
Retainer and/or Deferred Fees shall be made in writing on forms
to be furnished by the Committee. A Deferred Retainer Election
and/or a Deferred Fees Election shall apply only to the
Director's annual retainer or fees, as the case may be, for the
particular calendar year specified in the election. A participant
may elect to defer from 25% of his or her annual retainer to 100%
of that retainer (in increments of 10%) and/or 50% or 100% of his
or her other fees.

(b) A Deferred Retainer Election and/or Deferred Fees Election with
respect to payments for a particular calendar year (i) must be
made on or before the December 31 preceding such calendar year
or, in the case of a newly-elected Director, within thirty (30)
days following the Shareholders' Meeting at which he or she was
elected, and (ii) once made, cannot be changed or revoked except
as provided herein. Such Deferred Retainer shall be credited to
the participant's Deferred Retainer Account (or, if none, to a
new such account established in the participant's name) and his


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or her Deferred Fees shall be credited to the participant's
Deferred Fees Account (or, if none, to a new such account
established in the participant's name) as of each quarterly
Payment Date. Revocation of any Deferred Retainer Election or
Deferred Fees Election during a calendar year shall only affect
future payments and shall reduce the participant's deferral
percentage to zero for the remainder of that calendar year.
Notice of revocation must be filed with the Committee by the
fifteenth day of the month before the beginning of the next
three-month period ending on a Payment Date. Such revocation
shall not affect any balances credited to the participant's
Deferred Retainer Account or Deferred Fees Account, as the case
may be, before the effective date of the revocation of the
election.

(c) A participant who makes a Deferred Retainer Election or a
Deferred Fees Election may defer the payment of any retainer
and/or fees, and any Interest Return credited thereon pursuant to
Section 3.7(a), until (i) the earliest of the participant's
retirement, permanent and total disability, death or involuntary
termination or (ii) a fixed date which is no earlier than three
full calendar years after the calendar year during which the
Deferred Retainer or Deferred Fees otherwise were payable and no
later than ten years after the earliest date specified in (i),
provided, however, that all distributions under Section 3.8(b)
must be paid in full no later than ten years after the earliest
of the participant's retirement, permanent and total disability,
death or involuntary termination.

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


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3.4 Deferred Stock Elections

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

(b) When a Deferred Stock Election is made in connection with a
Deferred Pension Election, the participant's Deferred Stock
Account will be credited on or about December 20, 1996, with the
number of shares of Common Stock (rounded to the nearest one-one
hundredth of a share) determined by dividing the amount of the
participant's Accrued Pension with respect to which the Deferred
Stock Election applies, by the average price paid by the Trustee
of the Directors' Stock Trust for shares of Common Stock with
respect to such date or, if the Trustee shall not purchase shares
of Common Stock equal to the number of shares of Common Stock
creditable to all participants' Deferred Stock Accounts on such
date, then, to the extent of such shortfall, such price shall be
the average of the high and low NYSE market price for the Common
Stock on such date and the portion of the participant's Deferred
Pension Account balance used in such calculation shall be
proportionate to such shortfall amount. At the same time, the
participant's Deferred Pension Account will be debited by the
amount so credited to the Participant's new Deferred Stock
Account.

(c) Instead of being credited to the participant's Deferred Dividends
Account, Deferred Retainer Account or Deferred Fees Account, each
participant also may elect to have 25%, 50%, 75% or 100% of his
or her Deferred Dividends, Deferred Retainer and/or Deferred Fees
credited in the form of Common Stock to the participant's
Deferred Stock Account. Except as provided in Section 3.5, an
election to have Deferred Dividends, Deferred Retainer or
Deferred Fees credited to the participant's Deferred Stock
Account must be made concurrently with the Deferred Dividends
Election, Deferred Retainer Election or Deferred Fees Election,
as the case may be.


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(d) A participant's Deferred Stock Account will be credited:

i) regularly, as of each date on which dividends are paid on
the Common Stock, with the number of shares of Common Stock
(rounded to the nearest one-one hundredth of a share)
determined by dividing the portion of the participant's
Deferred Dividends for such dividend payment date subject to
the Deferred Stock Election by the average price paid by the
Trustee of the Director's Stock Trust for shares of Common
Stock with respect to such dividend payment date or, if the
Trustee shall not at such time purchase any shares of Common
Stock, then the price shall be the average of the high and
low NYSE market price for the Common Stock on such date;

ii) quarterly, as of each Payment Date, with the number of
shares of Common Stock (rounded to the nearest one-one
hundredth of a share) determined by dividing the portion of
the participant's Deferred Retainer and/or Deferred Fees
accumulated during the preceding fiscal quarter and which
are subject to the Deferred Stock Election by the average
price paid by the Trustee of the Director's Stock Trust for
shares of Common Stock with respect to such Payment Date or,
if the Trustee shall not at such time purchase any shares of
Common Stock, then the price shall be the average of the
high and low NYSE market price for the Common Stock on such
date; and

iii) annually, as of the day after the Shareholders' Meeting with
the Annual Share Amount, if, after such meetings the
participant was elected or continued to serve as a Director
of the Company.

(e) Each participant who has a Deferred Stock Account shall receive
distributions from such Account attributable to his or her Annual
Share Amounts, and any Dividend Reinvestment Return credited
thereon pursuant to Section 3.7(b), upon the earliest of the
participant's retirement, permanent and total disability, death
or involuntary termination. Such participant, within thirty (30)
days after his or her Deferred Stock Account is credited with an
Annual Share Amount, shall elect the form of payment of any such
distribution (i.e., in a lump sum or in five or in ten
approximately equal annual installments) and the starting date of
such distribution (i.e., as soon as practicable following the
event triggering the distribution or January 31st of the calendar
year immediately following such event).


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In the event that any distribution is elected to be paid in five
or ten approximately equal annual installments, the participant
also may elect, at the time of the initial form-of-distribution
election, to have the form of distribution, automatically and
without further action on his or her part, converted to a lump
sum payment in accordance with Section 3.8(b) in the event of
such participant's death or permanent and total disability
occurring prior to the expiration of the complete period of
deferral. Except as herein provided, such form-of-distribution
election shall not be changed or revoked.

(f) If the Company enters into transactions involving stock splits,
stock dividends, reverse splits or any other recapitalization
transactions, the number of shares of Common Stock credited to a
participant's Deferred Stock Account will be adjusted (rounded to
the nearest one-one hundredth of a share) so that the
participant's Deferred Stock Account reflects the same equity
percentage increase in the Company after the recapitalization as
was the case before such transaction.

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

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


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3.5 Conversion Elections and Reverse Conversion Elections

(a) Any individual who has a Deferred Dividends Account, Deferred
Fees Account, Deferred Retainer Account and/or a Deferred Cash
Account may make, on or before December 31 of any calendar year
and as to any one or more of such Deferred Accounts, an
additional election, to convert 25%, 50%, 75% or 100% of the
participant's Deferred Account balance as of such December 31
from a cash balance into a Common Stock balance which would be
credited to his or her Deferred Stock Account (or, if none, to a
new such account established in the participant's name). During
any three (3) calendar years, only one such Conversion Election
may be made by a participant with respect to each Account;
provided, however, that no such Conversion Election will be
effective with respect to a participant's Deferred Dividends
Account, Deferred Retainer Account, Deferred Fees Account or
Deferred Cash Account until such account shall have been in
existence for at least two (2) calendar years.

(b) Any individual who has a Deferred Stock Account may make an
additional election, a Reverse Conversion Election, on or before
December 31 of any calendar year, to convert 25%, 50%, 75% or
100% of his or her Deferred Stock Account balance as of such
December 31 from a Common Stock balance into a cash balance which
would be credited to a new Deferred Cash Account established in
the participant's name; provided, however, that no such Reverse
Conversion Election shall apply to the shares of Common Stock, or
to any Dividend Reinvestment Return credited thereon pursuant to
Section 3.7(b), credited to a participant's Deferred Stock
Account either by reason of a Restricted Stock Election or as
Annual Share Amounts. During any three (3) calendar years, only
one such Reverse Conversion Election may be made by a participant
with respect to his or her Deferred Stock Account; provided,
however, that no such Reverse Conversion Election shall be
effective until the participant's Deferred Stock Account shall
have been in existence for at least two (2) calendar years.


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(c) When a Conversion Election is made, the participant's Deferred
Stock Account will be credited, on or about January 2nd of the
year following the election, with the number of shares of Common
Stock (rounded to the nearest one-one hundredth of a share)
determined by dividing the balance in the participant's Deferred
Dividends Account, Deferred Retainer Account, Deferred Fees
Account, and/or Deferred Cash Account by the average price paid
by the Trustee of the Directors' Stock Trust for shares of Common
Stock with respect to such date, or, if the Trustee shall not
purchase shares of Common Stock equal to the number of shares of
Common Stock creditable to all participants' Deferred Stock
Accounts on such date, then, to the extent of such shortfall,
such price shall be the average of the high and low NYSE market
price for the Common Stock on such date and the portion of the
participant's Deferred Dividends Account balance, Deferred
Retainer Account balance, Deferred Fees Account balance and/or
Deferred Cash Account balance used in such calculation shall be
proportionate to such shortfall amount. At the same time, the
participant's Deferred Dividends Account, Deferred Retainer
Account, Deferred Fees Account and/or Deferred Cash Account, as
the case may be, will be debited by an amount equal to the amount
so credited to the participant's Deferred Stock Account.

(d) When a Reverse Conversion Election is made, the participant's
Deferred Cash Account will be credited on or about January 2nd of
the year following the election with the amount of cash
determined by multiplying the number of shares of Common Stock
(rounded to the nearest one-one hundredth of a share), computed
to have been converted by reason of the participant's election,
by the average of the high and low NYSE market price for the
Common Stock on the first business day in January of such year.
At the same time, the participant's Deferred Stock Account will
be debited by the number of shares of Common Stock so deemed
converted.


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3.6 Change-of-Form Elections and Additional Deferral Elections

(a) Any participant, who has made a Deferral Election, may make an
additional election to change the form of distribution of the
balance in any of his or her Deferred Accounts to one of the
three acceptable forms of distributions under Section 3.8(b).
Only one Change-of-Form Election may be made by any participant
with respect to the balance in any Deferred Account attributable
to any individual Deferred Election during any three (3) calendar
years; provided, however, that no such Change-in-Form Election
will be effective with respect to any balance in any
participant's Deferred Account, unless made in connection with
the establishment of the Deferred Account, until such balance has
been in such Deferred Account for at least two (2) calendar
years.

(b) Any participant who has made a Restricted Stock Election,
Deferred Dividends Election, Deferred Retainer Election or
Deferred Fees Election may make an additional election to further
postpone the initial starting date for distributions of the
balance in his or her Deferred Dividends Account, Deferred
Retainer Account, Deferred Fees Account or Deferred Stock Account
(to the extent attributable to a Deferred Stock Election or
Conversion Election with respect to a Restricted Stock Election,
Deferred Dividends Election, Deferred Retainer Election and/or
Deferred Fees Election) to a date no earlier than three full
calendar years thereafter and no later than the latest date that
would have been permitted under Sections 3.2(d) or 3.3(c), as the
case may be, for the initial Deferral Election; provided,
however, that only one such Additional Deferral Election may be
made with respect to the balance in any Deferred Account
attributable to any individual Deferral Election.

3.7 Investment Return on Deferred Accounts

(a) The Committee shall credit the balance of each participant's
Deferred Pension Account, Deferred Dividends Account, Deferred
Retainer Account, Deferred Fees Account and Deferred Cash Account
during the calendar year with an Interest Return equal to
interest thereon. Such balances shall include all Interest
Returns previously credited to the account. The Interest Return
to be credited for each calendar year shall be calculated by
multiplying the average daily balance in each such Deferred
Account by the Moody's Seasoned Aaa Corporate Bond Rate in effect
on the first business day of September of the previous calendar
year, as published in the weekly Federal Reserve Statistical
Release (Publication H.15).


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(b) Each time the Company declares a dividend on its Common Stock,
each participant's Deferred Stock Account will be credited with a
Dividend Reinvestment Return equal to that number of shares of
Common Stock (rounded to the nearest one-one hundredth of a
share) determined by dividing (i) the amount that would have been
paid (or the fair market value thereof, if the dividend is not
paid in cash) to the participant on the total number of shares of
Common Stock credited to the participant's Deferred Stock Account
had that number of shares of Common Stock been held by such
participant by (ii) the average price paid by the Trustee of the
Stock Trust for shares of Common Stock with respect to the
dividend payment date or, if the Trustee shall not at such time
purchase any shares of Common Stock, then the price shall be the
average of the high and low NYSE market price for the Common
Stock on such date.

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

3.8 Distributions

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


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(b) Unless other arrangements are specified by the Committee on a
uniform and nondiscriminatory basis, deferred amounts shall be
paid in the form of (i) a lump sum payment, (ii) in five
approximately equal annual installments or (iii) in ten
approximately equal annual installments, as elected by the
participant at the time of his or her Deferral Election and as
modified by any applicable subsequent Change-in-Form Election;
provided, however, that payments shall be made only in a single
lump sum if payment commences due to termination for cause. Such
payments shall be made (or begin to be made) as soon as
practicable following the occurrence of the event making payment
necessary or, if so elected in the Deferral Election, on the
January 31st of the calendar year immediately following such
event.

(c) In case of an unforeseeable emergency, a participant may request
the Committee, on a form to be provided by the Committee, that
payment be made earlier than the date to which it was deferred;
provided, however, that no such acceleration of the distribution
date(s) shall apply to that portion of the balance(s) in the
participant's Deferred Accounts either attributable to Annual
Share Amounts, and any Dividend Reinvestment Return credited
thereon pursuant to Section 3.7(b), or to a Deferred Pension
Election, and any Interest Return or Dividend Reinvestment Return
credited thereon pursuant to Section 3.7.

For purposes of this Section 3.8(c), an "unforeseeable emergency"
shall be limited to a severe financial hardship to the
participant resulting from a sudden and unexpected illness or
accident of the participant or of a dependent (as defined in
section 152(a) of the Code) of the participant, loss of the
participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the participant. The
circumstances that will constitute an unforeseeable emergency
will depend upon the facts of each case, but, in any case,
payment may not be made to the extent that such hardship is or
may be relieved: (i) through reimbursement or compensation by
available insurance or otherwise, (ii) by liquidation of the
participant's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship or (iii)
by cessation of deferrals under the Plan.


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The Committee shall consider any requests for payment under this
Section 3.8(c) on a uniform and nondiscriminatory basis and in
accordance with the standards of interpretation described in
section 457 of the Code and the regulations thereunder.

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

3.9 General Provisions

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

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


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

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

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

(f) Notwithstanding any other provision of this Plan: (i) elections
under this Plan may only be made by participants while they are
directors of the Company; (ii) no Conversion Election, Reverse
Conversion Election, Change-of-Form Election or Additional
Deferral Election shall be effective if made within six (6)
months prior to the earlier of (1) the date of the participant's
scheduled retirement or (2) the date the participant voluntarily
terminates service on the Board; (iii) no Change-of-Form Election
or Additional Deferral Election shall be effective with respect
to any balance in any Deferred Account that is scheduled to be
paid (or to begin to be paid) within six (6) months after the
date of such election; and (iv) distributions otherwise payable
to a participant in the form of Common Stock shall be delayed
and/or instead paid in cash in an amount equal to the fair market
value thereof if such payment in Common Stock would violate any
federal or State securities laws (including Section 16(b) of the
Securities Exchange Act of 1934, as amended) and/or rules and
regulations promulgated thereunder.

3.10 Non-Assignability

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


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ARTICLE IV

Administration

4.1 Plan Administrator

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

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


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ARTICLE V

Amendment, Termination and Effective Date

5.1 Amendment of the Plan

Subject to the provisions of Section 5.3, the Plan may be wholly or
partially amended or otherwise modified at any time by written action
of the Board of Directors.

5.2 Termination of the Plan

Subject to the provisions of Section 5.3, the Plan may be terminated
at any time by written action of the Board of Directors.

5.3 No Impairment of Benefits

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

5.4 Effective Date

The Plan is effective as of November 1, 1996.


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AMENDMENT DATED APRIL 24, 2000:

WHEREAS, the Board of Directors of Becton, Dickinson and Company (the
"Corporation") deems it to be in the best interests of the Corporation
to amend the Corporation's Salary and Bonus Deferral Plan and
Directors' Deferral Plan to clarify and more clearly delineate the
rights of holders of options under each of such plans in the event of
certain corporate events involving the Corporation;

NOW, THEREFORE, BE IT:

RESOLVED, that Section 3.3 (d) of the Corporation's Salary and
Bonus Deferral Plan, as amended and restated as of August 15, 1996,
and Section 3.4 (f) of the 1996 Directors' Deferral Plan adopted as of
November 1, 1996, each are, hereby amended and restated to read in
their entirety as follows:

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


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participant's Deferred Stock Account before a transaction accrues
the same benefits after the transaction as does each share of
Common Stock outstanding before such transaction.

RESOLVED, that the appropriate officers of the Company be, and
each of them hereby is, authorized and directed to execute any
documents and do any acts as they deem necessary or appropriate to
effectuate the amendment and restatement contemplated by these
resolutions.


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