Exhibit A

                             Terms of Awards Under
     2004 Employee and Director Equity-Based Compensation Plan (the "Plan")

Capitalized terms used herein that are not defined shall have the same meaning
as set forth in the Plan.

1.   Stock Options

     (a) Vesting Period: Ratably over four (4) years, with twenty-five percent
(25%) becoming exercisable on each of the first, second, third and fourth
anniversary of the grant date, except as provided in the Plan.

     (b) Term: Ten (10) years from grant date.

     (c) Exercise Price: Fair market value of BD common stock on grant date.

     (d) Form: Non-qualified stock options.

     (e) Forfeiture: Subject to forfeiture if (a) the grantee violates any
agreement of non-competition with BD, or any agreement of non-disclosure of
confidential information of BD, or (b) if grantee commits acts or omissions
that would have been the basis for termination for Cause during the grantee's
employment.

     (f) Retention Requirements: If the option is exercised during the grantee's
employment, the grantee is required to hold seventy-five percent (75%) of the
net after-tax gain resulting from such exercise in shares of BD common stock for
a period of 12 months from the date of exercise.

2.   Performance Units

     (a) Vesting Period: Third anniversary of grant date.

     (b) Settlement: Performance Units are settled in shares of BD common stock.

     (c) Performance Period. Three consecutive fiscal years, beginning with the
fiscal year in which the award is granted.

     (d) Performance Measures: BD's Net Income, Revenue Growth and Return on
Invested Capital during the performance period. Payouts may range from zero to
250% of the award's share target.

     (e) Dividend Equivalent Rights. Performance Units are issued in tandem with
dividend equivalent rights.






     (f) Termination: Upon death, disability or involuntary termination other
than for Cause, the grantee receives a pro rata amount of the award's share
target. Upon retirement, the grantee receives a pro rata amount of the shares
that would have been distributable under the award had the grantee remained
employed with BD through the vesting period.

3.   Career Shares

     (a) Vesting Period: First anniversary of the grantee's retirement from
BD.

     (b) Settlement: Each Career Share entitles the grantee to one share of
BD common stock.

     (c) Dividend Equivalent Rights. Career Shares are issued in tandem with
dividend equivalent rights.

     (d) Termination: Upon death, disability or involuntary termination
other than for Cause, Career Shares become fully vested.

     (e) Forfeiture. Subject to forfeiture in the event, at any time prior
to the first anniversary of the grantee's retirement, the grantee violates
non-compete covenant with BD.