EMPLOYEE PARTICIPATION AGREEMENT

EXHIBIT 10.(i)(ii)

BECTON, DICKINSON AND COMPANY
RETIREMENT BENEFIT RESTORATION PLAN

EMPLOYEE PARTICIPATION AGREEMENT

THIS AGREEMENT is made effective as of the 27th day of November, 2000, by and
between Becton, Dickinson and Company (the "Company"), and John R. Considine,
(the "Participant").

WITNESSETH:

WHEREAS, the Board of Directors of the Company has authorized the amendment of
the Becton, Dickinson and Company Retirement Benefit Restoration Plan (the
"Restoration Plan"); and

WHEREAS, the Participant is an employee of the Company or of a subsidiary of
the Company that has adopted the Restoration Plan; and

WHEREAS, the Compensation and Benefits Committee of the Board of Directors
(the "Board Committee") has determined that it is desirable to allow for the
Participant to participate in the Restoration Plan in accordance with its terms
(a copy of which is attached and the receipt of which is hereby acknowledged by
the Participant); and

WHEREAS, under the Restoration Plan, the Board Committee is authorized to
enter into an agreement between the Participant and the Company to participate
in the Restoration Plan and delineating certain terms and conditions with
respect to such participation including, but not limited to, the benefits (if
any) that are to be provided to the Participant in lieu of or in addition to the
benefits described under the terms of the Restoration Plan (such agreement being
referred to as the "Agreement").

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound, the Company and the
Participant agree as follows:

1. Restoration Plan Participation: The Participant is hereby designated as
eligible to participate in the Restoration Plan effective as of November 27,
2000. Except as otherwise provided below, the terms of the Restoration Plan
(and the administrative procedures adopted pursuant to the Restoration Plan) are
incorporated by reference into this Agreement, including any defined terms not
defined herein. If any inconsistency shall exist between the Restoration Plan
and this Agreement, the Agreement shall be the controlling document. The
Participant acknowledges that, as a participant in the Restoration Plan, he
shall be subject to all of the terms and conditions of the Restoration Plan.

2. Right to Benefits: The Participant is fully vested in the benefits
described herein. To the extent that the Participant or any Beneficiary acquires
a right to receive payments from the Company hereunder, such right shall be no
greater than the right of an unsecured creditor of the Company.

3. Supplemental Restoration Plan Benefits: The Participant shall be
eligible for the benefits otherwise provided for under the Restoration Plan. In
addition to the benefits otherwise provided for in the Restoration Plan, the
following supplemental benefit payments will be made to the Participant (or his
spouse or other Beneficiary as provided in Paragraph 3(b)) under the Restoration
Plan:

a. Retirement Benefits. Upon the Participant's Termination of
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Employment, he shall be entitled to the following additional benefits under the
Restoration Plan, regardless of whether he is otherwise fully vested under the
Becton, Dickinson and Company Retirement Plan (the "Retirement Plan"):

(i) Termination Before Attaining Age 55. If the Participant
incurs a Termination of Employment before attaining age 55, he shall be entitled
to a retirement benefit under the Restoration Plan, payable as a single life
annuity (subject to an election of an alternative form of distribution, as
described below), with payments in the annual amount of $86,900 commencing as
soon as practicable after he reaches age 55.

(ii) Termination Between Ages 55 and 70. If the Participant incurs a
Termination of Employment on or after attaining age 55 but before attaining age
71, he shall be entitled to a retirement benefit under the Restoration Plan,
payable as a single life annuity (subject to an election of an optional form of
benefit, as described below) with payments determined based on the Participant's
age at his Termination of Employment equal to the applicable annual amount set
forth below:



Annual Amount Age (in years) at Termination
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$86,900 55
$93,244 56
$100,177 57
$107,771 58
$116,109 59
$125,288 60
$135,418 61
$146,630 62
$159,077 63
$172,938 64
$188,425 65
$205,789 66
$225,329 67
$247,403 68
$272,440 69
$300,958 70

If the Participant's Termination of Employment does not occur on his birthday in
the year of his Termination of Employment, the annual amount under the foregoing
table shall be adjusted as determined by the Becton, Dickinson and Company
Retirement Benefit Restoration Plan Committee (the "Plan Committee") by
interpolation of the actuarial factors applied in determining the annual amount.

(iii) Termination On or After Attaining Age 71. If the Participant incurs a
Termination of Employment on or after attaining age 71, the amount of the single
life annuity to which he shall be entitled shall be determined as the actuarial
equivalent (determined in accordance with the provisions of the Retirement Plan)
of a single life annuity in the amount of $86,900 commencing as of the
Participant's attainment of age 55.

(iv) Annuity payments payable under this Paragraph 3(a) shall be paid
monthly (based on the dollar amount set forth above divided by 12) and shall be
paid or commence to be paid in accordance with such rules and procedures
established by the Plan Committee as soon as practicable after the Participant's
Termination of Employment.

A single life annuity shall be the normal form of distribution of the benefits
payable under this Agreement. The Participant may elect an alternative form of
distribution as provided in Paragraph 3(c) below. Notwithstanding anything
herein to the contrary, in no event shall the Participant be entitled to receive
any of the benefits described in this Agreement prior to Termination of
Employment.


b. Death Benefits.
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(i) Preretirement Spouse Benefit. In addition to the provisions of
Section 4.2 of the Restoration Plan, if the Participant dies before he commences
receipt of his benefits described in this Agreement, his spouse as of his date
of death shall be paid a cash lump sum equal to the present value (determined
based on actuarial factors used under the Retirement Plan) of the survivor's
benefit such spouse would have been entitled to receive assuming: (A) if the
Participant dies after attaining age 55 that the Participant had made a proper
and timely election of an immediate 100% joint and survivor annuity form of
distribution, based on the factors defined under the Retirement Plan; or (B) if
the Participant dies before attaining age 55, that the Participant incurred a
Termination of Employment at his date of death, survived to age 55, became
entitled to commence receiving payment of his benefit under this Agreement in
the form of an immediate 100% joint and survivor annuity form of distribution
and died on the day thereafter. Such lump sum payment shall be paid to the
Participant's surviving spouse as soon as practicable on or after the later of
(i) the Participant's death, or (ii) the date the Participant would have
attained age 55 if he had not died.

(ii) Postretirement Survivor Benefit. If the Participant dies after he
commences receipt of the benefits described in this Agreement, his spouse or
other Beneficiary as of the date of death shall be entitled to receive a
survivor benefit (if any) solely in accordance with the terms and conditions of
the form of distribution previously elected by the Participant.

c. Alternative Forms of Distribution. In lieu of the normal form of
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distribution described in Paragraph 3(a) above, the Participant may request, on
such forms and in such manner prescribed by the Plan Committee including through
telephonic or electronic means, to have benefits under this Agreement paid in
any form of distribution otherwise permitted under the Restoration Plan (and
independently of any form of distribution elected with respect to any amounts
otherwise payable to the Participant under the Restoration Plan). Any such
election shall not be effective unless the request to receive payment in an
alternative form is made and received by the Plan Committee at such time as is
otherwise permitted under procedures established by the Plan Committee and
generally applicable to distribution elections made by Restoration Plan
participants.

d. Change in Control. Upon a Change in Control (as defined in the
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Restoration Plan), the Participant's benefits under this Agreement shall (to the
extent not previously paid or commenced to be paid) be paid to the Participant
in a cash lump sum payment as soon as practicable, but not later than 45
business days, after the Participant's Termination of Employment following the
Change in Control. Such lump sum shall be determined as the present value
(determined based on actuarial assumptions used under the Retirement Plan) of
the Participant's benefit (based on his age as of his Termination of Employment)
payable as a single life annuity commencing as soon as practicable following the
Participant's Termination of Employment.


e. Disability Retirement. If the Participant incurs a Termination of
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Employment on account of a Disability Retirement (as determined under the
Retirement Plan), and the Participant's request to receive his entire
Restoration Plan benefit in a single lump sum is approved by the Plan Committee
(as provided in Section 5.6 of the Restoration Plan and related Plan Committee
procedures), the portion of the lump sum that is attributable to his benefits
under this Agreement shall be determined as the present value (determined based
on actuarial assumptions used under the Retirement Plan) of the Participant's
benefit otherwise payable as a single life annuity commencing as soon as
practicable following the later of the Participant's Termination of Employment
or the Participant's attainment of age 55. Such single sum amount shall be paid
as soon as practicable after the later of the Participant's Termination of
Employment or attainment of age 55.

4. Non-Assignment: This Agreement is personal in nature and, accordingly,
the right of the Participant and the Participant's spouse (or other Beneficiary)
to the payment of amounts hereunder shall not be assigned, transferred, pledged
or otherwise encumbered.

5. No Fiduciary Relationship: Nothing contained herein and no action taken
pursuant to the provisions of this Agreement or the Restoration Plan shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and the Participant, his or her spouse,
Beneficiary or any other person. Any funds which may be invested under the
provisions of this Agreement shall continue for all purposes to be a part of the
general funds of the Company and no person other than the Company shall by
virtue of the provisions of this Agreement have any interest in such funds.

6. No Employment Guarantee: Nothing contained herein shall be construed as
conferring upon the Participant the right to continue in the employ of the
Company in any capacity and no rights are acquired by the Restoration Plan or
the Agreement except as expressly provided therein.

7. Plan Committee: Except as otherwise provided in the Restoration Plan in
the event of a Change in Control, the Plan Committee shall have full power and
authority to interpret, construe and administer this Agreement and the
Restoration Plan, and the Plan Committee's interpretations hereof, and all
actions hereunder, shall be binding and conclusive on all persons and for all
purposes. No member of the Plan Committee shall be liable to any person for any
action taken or omitted in connection with the interpretation and administration
of this Agreement unless attributable to such member's willful misconduct.

8. Binding Effect: This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and the Participant, and the
Participant's heirs, executors, administrators and legal representatives.

9. Controlling Law: This Agreement shall be construed in accordance with
and governed by the laws of the State of New Jersey except to the extent
governed by applicable Federal law.

10. Termination: The Participant understands and acknowledges that the
Board of Directors of the Company or its delegate may terminate the Restoration
Plan at any time and for any reason, subject to the Restoration Plan's terms.
In the event of such a termination, benefits under the Restoration Plan and this
Agreement will be paid to the Participant in accordance with the Restoration
Plan's provisions as they were in effect immediately prior to such termination,
subject to the Restoration Plan's provisions on amendment and termination, and
subject to modifications to the Restoration Plan's provisions as specifically
agreed to in this Agreement.

11. Entire Agreement: Except as expressly provided herein, this Agreement
and the underlying Restoration Plan: (i) supersede all other understandings and
agreements, oral or written, between the parties with respect to the subject
matter of this Agreement (and the underlying Restoration Plan); and (ii)
constitute the sole agreement between the parties with respect to its subject
matter. Each party acknowledges that: (i) no representations, inducements,
promises or agreements, oral or written, have been made by any party or by
anyone acting on behalf of any party, which are not embodied in this Agreement
(and the underlying Restoration Plan); and (ii) no agreement, statement or
promise not contained in this Agreement (and the underlying Restoration Plan)
shall be valid or binding on the parties unless such change or modification is
in writing and is signed by the parties.



IN WITNESS WHEREOF, the parties have executed this Agreement signed this
18th day of December, 2000 and effective as of the day and year first
above written.

BECTON, DICKINSON AND COMPANY


By: /s/ Edward J. Ludwig
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Name: Edward J. Ludwig
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Title: President and Chief Executive Officer
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PARTICIPANT

/s/ John R. Considine
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Name: John R. Considine