EXHIBIT 10(A)

BECTON, DICKINSON AND COMPANY

1996 DIRECTORS' DEFERRAL PLAN

Adopted As Of November 1, 1996
And Amended As of May 25, 2004










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.

(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




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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 date on which he or she becomes a
member of the Board, 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 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




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

(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 'SS'
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 'SS' 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.





20







(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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