EXHIBIT 10(C)

BECTON, DICKINSON AND COMPANY

STOCK AWARD PLAN

AS AMENDED AND RESTATED AS OF MAY 25, 2004


1. Purpose of the Plan


The purposes of this Stock Award Plan (hereinafter the "Plan") of
Becton, Dickinson and Company (hereinafter the "Company") are as follows:

(a) To further the Company's growth, development and financial
success by providing additional incentives to Key Employees of the
Company and its subsidiaries who have been or will be given
responsibility for the management or administration of the business
affairs of the Company and its subsidiaries by providing them the
opportunity to become owners of capital stock of the Company and thus to
benefit directly from its growth, development and financial success.

(b) To enable the Company and its subsidiaries to obtain and
retain the services of the type of key professional, technical and
managerial employees considered essential to the long range success of
the Company by providing them an opportunity to become owners of capital
stock of the Company.

2. Shares Subject to the Plan

(a) There are hereby authorized and reserved for issuance in
satisfaction of Awards to be granted from time to time under the Plan an
aggregate of 3,810,000 shares of the Company's Common Stock, par value
$1.00 per share (after giving effect to the two-for-one stock splits of
the Company's Common Stock in 1996 and 1998). Shares delivered under the
Plan may be authorized but unissued shares or shares which have been
previously issued and reacquired by the Company, and when issued shall
be fully paid and nonassessable. Shares subject to Awards granted under
the Plan but not issued or delivered due to any such Awards terminating
or expiring for any reason shall thereafter be available for further
Awards under the Plan.

(b) No Award granted under this Plan shall by its terms, or
otherwise, be transferable by the recipient of the Award (hereinafter
"Grantee").




3. Administration of the Plan


The Plan shall be administered by the Compensation and Benefits
Committee of the Board of Directors of the Company or such other committee as
may be designated by the Board (the "Committee"). Subject to the express
provisions of Paragraph 6 of the Plan with respect to eligibility, the Committee
shall consult with the management of the Company but shall have plenary
authority, in its discretion, to determine the individuals to whom awards shall
be granted and the number of shares to be subject to each Award. In making such
determinations, the Committee shall take into account the nature of the services
rendered or expected to be rendered by the respective employees, their present
and potential contributions to the Company's success and the anticipated number
of years of effective service remaining, and may take into account such other
factors as the Committee in its discretion shall deem relevant. Subject to the
express provisions of the Plan, the Committee shall also have plenary authority
to interpret the Plan and the Awards granted under the Plan, to establish, amend
and rescind rules and regulations as it deems necessary to the proper
administration of the Plan, and to make all other determinations necessary or
advisable for its administration. All Awards granted under the Plan shall
contain such terms and conditions not inconsistent with the Plan as shall be
determined by the Committee. The determinations of the Committee on the matters
referred to in this paragraph shall be conclusive and binding on all parties.

4. The Committee

The Committee shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all the members shall
be fully as effective as if it had been made by a majority vote at a meeting
duly called and held. The Committee may make such rules and regulations for the
conduct of its business as it shall deem advisable. No member or former member
of the Committee shall be liable, in the absence of bad faith or misconduct, for
any act or omission with respect to his service on the Committee. Service on the
Committee shall constitute service as a Director of the Company so that members
of the Committee shall be entitled to indemnification and reimbursement as
Directors of the Company pursuant to law, its Certificate of Incorporation or
under any by-law, agreement, vote of shareholders or otherwise.





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5. Granting of Awards


The Committee shall from time to time:

(a) Determine which employees are "Key Employees" and select
from among the eligible Key Employees (including those to whom Awards
may have been previously granted under the Plan) those who shall be
granted Awards; and

(b) Determine the number of shares to be granted to said
selected Key Employees; and

(c) Determine the terms and conditions of said Awards,
consistent with the Plan.

Upon selection of a Key Employee to be granted an Award, the Committee
shall instruct the Secretary of the Company to issue the Award, and may impose
such conditions on the grant of the Award as it deems appropriate (including
without limitation, mandatory deferrals of distributions under such Award),
consistent with the Plan.

The effective date of the grant of an Award (hereinafter "Granting
Date") shall be the date upon which the Committee makes a determination with
respect to the granting of an Award.

6. Participants

Awards may be granted only to employees (which term shall be deemed to
include officers) of the Company or any present or future subsidiary (meaning
any corporation or organization more than 50% of the voting shares of which are
owned, directly or indirectly, by the Company) who, in the opinion of the
Committee, exercise such functions or discharge such responsibilities that they
merit consideration as "Key Employees". Awards may be granted to eligible Key
Employees whether or not they hold or have held Awards previously granted under
the Plan.

No member of the Committee shall be eligible to participate under this
Plan while serving as a member of the Committee.



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7. Terms of Award


An Award shall consist of two portions: a current portion and a deferred
portion. A minimum of twenty-five percent (25%) of the total number of shares of
each Award shall constitute the deferred portion.

Except as otherwise provided in Paragraph 11 hereof and subject to any
terms and conditions established by the Committee for the distribution of such
shares, sixty percent (60%) of the shares in the current portion of each Award
shall become available to the Grantee on the third anniversary of the Granting
Date and the remaining forty percent (40%) of such shares shall become available
in two equal (or as near equal as full shares permit) annual installments
commencing with the fourth anniversary of the Granting Date.

Pursuant to Paragraph 5 hereof, the Committee may, in connection with
the granting of an Award, place such terms and conditions on the distribution of
the shares subject thereto (including without limitation, mandatory deferrals of
distributions and conditions based on the operating performance of the Company)
as the Committee deems appropriate.

The shares in the deferred portion of each Award will be credited to a
separate account maintained for each Grantee, and, except as otherwise provided
in Paragraph 11 hereof, shall become available to the Grantee in five equal (or
as near equal as full shares permit) annual installments commencing on the
January 1st next following the happening of the first of the following events:
retirement, involuntary separation, or discharge for other than cause.

A Grantee who at any time prior to the third anniversary of the Granting
Date voluntarily resigns or is discharged for cause, automatically forfeits any
undistributed shares in the current portion of an Award, as of the date notice
of said resignation is given to the Company or notice of said discharge is given
to the Grantee. A Grantee who voluntarily resigns or is discharged for cause
automatically forfeits all of the shares in the deferred portion of an Award, as
of the date notice of said resignation is given to the Company or notice of said
discharge is given to the Grantee.

Retirement pursuant to any Company or subsidiary retirement plan shall
not constitute a termination of employment by voluntary resignation or discharge
for cause.

Upon the death of a Grantee, all undistributed shares in the deferred
portion of any Awards granted to the Grantee hereunder shall become immediately
distributable to the designated beneficiary of the Grantee, or, if no unrevoked
designation of beneficiary exists, to the Grantee's estate; provided, however,
that the Grantee may elect to have all such undistributed shares distributed to
such designated beneficiary or estate in five equal annual installments
commencing on the January 1st next following the death of the Grantee.




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8. Delivery of Shares


Certificates for shares becoming available in accordance with the
provisions of Paragraph 7 shall be issued and delivered to the Grantee as soon
as reasonably practicable, but the Company shall not be required to deliver any
certificate or certificates for said shares prior to the fulfillment of all of
the following conditions:

(a) The receipt by the Secretary of the Company of such executed
agreements and other documents as the Committee, in its discretion, may
require in connection with the issuance and delivery of said shares, the
payment of any withholding tax which may be due in respect to said
Award, or any other aspect of said Award; and

(b) The authorization for the listing upon official notice of
issuance by all stock exchanges on which said Common Stock may then be
listed; and

(c) The completion of any registration or other qualification of
said shares or this Plan under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any
other governmental regulatory body, which the Committee shall, in its
discretion, deem necessary or advisable; and

(d) The obtaining of any approval or other clearance from any
state or federal government agency which the Committee shall, in its
discretion, determine to be necessary or advisable.

The Grantee of an Award shall not be, nor have any of the rights or
privileges of a shareholder of the Company in respect of any shares so awarded
unless and until certificates representing such shares have been delivered by
the Company to the Grantee.

9. Termination of Employment

In respect to an Award, any termination of employment shall mean the
date upon which the employee-employer relationship between the Grantee and the
Company or a subsidiary is terminated for any reason, including, but not limited
to a termination by resignation, discharge, death or retirement, but excluding
any such termination where there is a simultaneous re-employment by the Company
or by a subsidiary if, and only if, such re-employment is not disapproved by the
Committee.

Nothing in the Plan or in any Award granted pursuant to the Plan shall
confer on any individual any right to continue in the employ of the Company or
any of its subsidiaries or interfere in any way with the right of the Company or
any of its subsidiaries to terminate his employment at any time.




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10. Adjustment Upon Changes in Capitalization


(a) In the event of a recapitalization of the Company,
reclassification, stock split or combination, stock dividend, spin-off,
split-off or other distribution of stock or property of the Company, or
any merger, consolidation, other change in corporate capitalization or
corporate structure, or the sale or other transfer by the Company of all
or a part of its assets, (not including any transaction constituting a
change in control of the Company, as defined in and separately covered
by Paragraph 11), pursuant to which new or additional stock or
securities, or cash or other property, is received by holders of Common
Stock, or shares of Common Stock are exchanged for such stock,
securities, cash or property, then the Board of Directors shall make
appropriate adjustments to the shares reserved for issuance of Awards
under the Plan, and to outstanding Awards and the type and amount of
consideration deliverable thereunder, in order to ensure that a Grantee
receives benefits under the Plan upon the occurrence of any such events
equivalent to the benefits which such Grantee would have received in the
absence of such occurrence.

(b) No fractional shares shall be considered as a result of any
adjustment as herein provided and in the event a fraction of a share
results from the computation of the adjustment of any Award, the number
of shares shall be the next highest round number.

11. Payments Upon a Change in Control

(a) In the event of a change in control of the Company (in
accordance with subparagraph (b) below), all outstanding Awards
previously granted pursuant to the Plan shall vest immediately and each
holder of an Award (whether or not then employed by the Company) shall
be entitled to a payment in cash equal to the product of (i) the number
of shares subject to such Awards, times (ii) the higher of (x) the
closing price of a share of Common Stock on the New York Stock Exchange
on the date when the change of control occurs and (y) the highest price
paid pursuant to such change in control for a share of Common Stock.
Such cash payment shall be made immediately upon the occurrence of a
change in control of the Company and shall be supplemented subsequently
for any higher price paid for a share of Common Stock, after initial
payment hereunder, pursuant to such change in control or any other
change in control which may occur within six months after such initial
change in control. If the consideration deliverable pursuant to an Award
shall have been adjusted pursuant to Paragraph 10 hereof to consist of
consideration other than Common Stock, or if the amount paid for a share
of Common Stock pursuant to a change in control of the Company shall be
in a form other than cash, the Committee (as constituted prior to any
change in the composition of the Board of Directors resulting from the
change in control) shall determine the cash value of Awards for purposes
of this Paragraph.




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(b) For purposes of this Plan, a "change in control of the
Company" shall be deemed to have occurred if (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions,
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's
then outstanding securities; or (ii) during any period of two
consecutive years individuals who at the beginning of such period
constitute the Board of Directors and any new director whose election by
the Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority
thereof; or (iii) substantially all the assets of the Company are
disposed of by the Company pursuant to a merger, consolidation, partial
or complete liquidation, a sale of assets (including stock of a
subsidiary) or otherwise but not including a reincorporation or similar
transaction resulting in a change only in the form of ownership of such
assets.

12. Amendment and Termination of the Plan

The Board of Directors of the Company may at any time terminate the
Plan, and shall have complete power and authority to amend the Plan, provided,
however, that the Board of Directors shall not without the affirmative vote of
the holders of a majority of the votes cast at a meeting of shareholders of the
Company (i) increase the maximum number of shares, subject to adjustment as
provided for in this Plan, for which Awards may be granted under the Plan, (ii)
amend the requirements as to the class of employees eligible to receive Awards,
or (iii) amend the requirements with respect to the lapse of time from the
Granting Date for the distribution of shares under Awards granted pursuant to
the Plan. No termination or amendment of the Plan may, without the consent of
the individual to whom any Award shall theretofore have been granted, adversely
affect the rights of such individual under such Award.




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