1997 MANAGEMENT INCENTIVE PLAN

Published on December 16, 1997



EXHIBIT 10(E)

BECTON, DICKINSON AND COMPANY

1997 MANAGEMENT INCENTIVE PLAN

PURPOSE

The purpose of the 1997 Management Incentive Plan (the "Plan") is to provide
annual incentive payments to management for their contribution to the Company's
successful financial performance and the accomplishment of strategic
objectives.

THE PAYMENT OF ANNUAL INCENTIVES IS SOLELY WITHIN THE DISCRETION OF THE
MANAGEMENT INCENTIVE COMMITTEE, SUBJECT TO THESE GUIDELINES. NO EMPLOYEE HAS
ANY VESTED RIGHT TO ANY SUCH PAYMENT.

MANAGEMENT INCENTIVE COMMITTEE

The Management Incentive Committee will be responsible for administering this
Plan. The committee will consist of the Chairman, President and Chief Executive
Officer and other senior executives as designated from time to time by the
Chairman, President and Chief Executive Officer.

ELIGIBILITY

Participation in any particular fiscal year is restricted to employees of the
Company and its worldwide subsidiaries in exempt (or management) Band E (or
Grade 9) and above positions (other than those covered under Sales Incentive
Plans). Current employees promoted to, and persons newly hired to, Band E (or
Grade 9) and above positions during a particular fiscal year are considered for
a pro-rata bonus. Persons employed by companies acquired by the Company which
have pre-existing executive incentive, profit sharing or similar programs will
not participate in this Plan until and unless those plans are superseded by
this Plan.

PARTICIPATION LEVELS

Plan targets for eligible employees are determined based upon base salary or
title and reporting relationships of the participant. Targets range from 10% to
80% of base salary.

INCENTIVE CALCULATION

Incentive payments shall be made under the Plan based upon total company,
business unit and individual performance, as measured against certain financial
and strategic criteria and targets established from time to time by the
Compensation and Benefits Committee of the Board of Directors.


FACTOR SCALES AND MULTIPLIERS

Financial and strategic performance measures be subject to a multiplier
determined on an annual basis by the Management Incentive Committee, both
upwards (for performance above target, up to a maximum score of 200% of target)
and downwards (for performance below target).

DETERMINATION OF DIVISION AND CORPORATE INCENTIVE POOLS

(a) Unit Theoretical Incentive

On or about October 15th following the close of each fiscal year, Business
Unit Heads and Corporate Officers will be provided with a list of approved
participants for their unit for whom that unit has, during the course of the
prior fiscal year, accrued a hypothetical incentive pool at 100% of target.

(b) Unit Performance Ratings

On or about October 15th following the close of each fiscal year, the
Management Incentive Committee will determine the final unit and company
performance ratings used to determine incentive factors for the fiscal year.
The incentive pool is determined by applying the incentive factors determined
by the Compensation and Benefits Committee to the hypothetical accrued
incentive pool.

INCENTIVE PAYMENT FACTORS

Incentive payment factors will be established as a composite of total company
and business unit performance ratings.

(a) Minimum Earnings Requirement

If the financial performance of a unit is below the minimum threshold
established by the Compensation and Benefits Committee, the incentive payout
will be limited pursuant to guidelines recommended by management for approval
by the Compensation and Benefits Committee.

(b) Communication

The operating unit and Corporate ratings will be communicated to Business
Unit Heads and Corporate Staff by the Chairman, President and Chief Executive
Officer.

(c) Incentive Payment Recommendations

The Business Unit Heads and Corporate Officers will apply the final unit
factors to the individual incentive targets to develop the recommended
incentive amounts. They will have discretion to recommend incentives that
differ from the formula; provided that no individual may receive an incentive
payment in excess of 200% of target.

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FINAL REVIEW AND APPROVAL

The recommendations for all incentive payments will be reviewed and approved
by the Business Unit Heads and Corporate Executive Officers, and Chief
Executive Officer for their respective areas of responsibility. In the case of
Executive Officers, recommendations will be subject to final review and
approval by the Compensation and Benefits Committee of the Board of Directors.

(a) Adjustments

If the overall performance of the Company will not support the total
incentive produced by the plan formula, or if such incentive is subject to
government regulation or other external or internal limitations, any required
adjustment will be determined by the Management Incentive Committee and applied
pro rata to all units as a final step in the incentive calculation.

(b) Maximum Payout Guideline

Total incentive payments under the Plan may not, barring special
circumstances, exceed 6% of the Company's income before income taxes, as
reported, for the fiscal year. Total incentive payments to Senior Managers (as
defined by the Compensation and Benefits Committee) may not, barring special
circumstances, exceed 3% of the Company's after-tax net income, as reported,
for the fiscal year.

(c) Payment

Incentives will normally be paid in January of the calendar year following
the year in which they are awarded. An employee may elect, in writing prior to
September 30th, to accelerate any incentive payable under this Plan to
December. Except in cases of death, disability or retirement, no incentive
payments will be made to individuals who are not active employees on the final
day of the fiscal year. Employees who are terminated for cause prior to the
distribution date will forfeit their incentives.

Incentives awarded to any employee who dies prior to the distribution date
may be made, at the discretion of management, to the survivors of the employee.

(d) Deferral Options

Certain participants are eligible to defer receipt of their incentive
payments in accordance with the Company's Salary and Bonus Deferral Plan.
Eligibility to defer, and terms and conditions of deferral, are governed by
that plan.

(e) Exceptions

Any recommendations for exceptions to the provisions of the Plan must be
submitted to the Management Incentive Committee for review and are subject to
final approval by the Chief Executive Officer. Any exceptions applicable to
Executive Officers are further subject to approval by the Compensation and
Benefits Committee of the Board of Directors.

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