RETIREMENT BENEFIT RESTORATION PLAN (AMENDED)

Exhibit (10)(i)

BECTON, DICKINSON AND COMPANY

RETIREMENT BENEFIT RESTORATION PLAN

Restatement effective November 22, 1994

Table of Contents





Section 1 Purpose and Effective Date........................... 1

Section 2 Definitions.......................................... 2

Section 3 Participation........................................ 4

Section 4 Retirement Benefits.................................. 5

Section 5 Vesting and Payment.................................. 6

Section 6 Source of Payment.................................... 7

Section 7 Administration and Interpretation of the Plan........ 8

Section 8 Amendment and Termination............................ 9

Section 9 Designation of Beneficiaries......................... 10

Section 10 General Provisions................................... 11


BECTON DICKINSON AND COMPANY
RETIREMENT BENEFIT RESTORATION PLAN

SECTION I

PURPOSE AND EFFECTIVE Date

1.1 The purpose of the Becton, Dickinson and Company Retirement Benefit
Restoration Plan is to restore to participating employees the benefits
that would be payable to them under the Becton, Dickinson and Company
Retirement Plan in the absence of benefit limitations required under
such Plan by the Internal Revenue Code.

1.2 This Plan is effective November 22, 1994 and supersedes the provisions
of the prior version of the Plan, effective October 1, 1989.

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SECTION 2

Definitions

When used herein, the following terms shall have the following meanings:

2.1 "Act" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

2.2 "Beneficiary" means the beneficiary or beneficiaries who, pursuant to
the provisions of Section 9, are to receive the amount, if any, payable
under this Plan upon the death of a Participant.

2.3 "Board of Directors" means the Board of Directors of the Company.

2.4 "Change in Control" of the Company means any of the following events:

(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.

2.5 "Code" means the Internal Revenue Code of 1986, as amended from time to
time. References in the Plan to a Code Section shall be deemed to refer
to any successor provision of the Code, as appropriate.

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2.6 "Committee" means the Retirement Benefit Restoration Plan Committee
designated by the Board of Directors to administer the Plan pursuant to
Section 7.

2.7 "Company" means Becton, Dickinson and Company, a New Jersey corporation,
or any successor under the provisions of Section 10.2.

2.8 "Deferred Amounts" means any bonus, salary or stock awards electively
deferred by a Participant under any plan of the Company to the extent
that such amounts would be includible in the definition of Total
Compensation under the Retirement Plan if not so deferred.

2.9 "Deferred Amounts Restoration Benefit" means the benefit provided under
Section 4.3 of the Plan.

2.10 "Employee" means an employee of an Employer.

2.11 "Employer" means the Company and any subsidiary or affiliate of the
Company that becomes an Employer in accordance with Section 10.1.

2.12 "Excess Benefit" means the benefit provided under Section 4.1 of the
Plan.

2.13 "Participant" means any employee of an Employer who is entitled to
participate in the Plan in accordance with Section 3.

2.14 "Plan" means the Becton, Dickinson and Company Retirement Benefit
Restoration Plan as set forth herein and as amended and restated from
time to time.

2.15 "Retirement Plan" means, the Becton, Dickinson and Company Retirement
Plan, as it may be amended and restated from time to time.

2.16 "Supplemental Benefit" means the benefit provided under Section 4.2 of
the Plan.

2.17 "Termination of Employment" means the termination of a Participant's
employment with the Company and all subsidiaries and affiliates of the
Company.

2.18 "Total Compensation" means Total Compensation under the Retirement Plan.

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SECTION 3

Participation

3.1 Unless the Committee determines otherwise:

(a) Any Employee who participates in the Retirement Plan and whose
benefits under the Retirement Plan are limited pursuant to the
provisions included in the Retirement Plan in order to comply
with Code Section 415 shall be a Participant in this Plan with
respect to benefits payable under Section 4.1.

(b) Any Employee who participates in the Retirement Plan and whose
benefits under the Retirement Plan are limited pursuant to the
provisions included in the Retirement Plan in order to comply
with Code Section 401(a)(17) shall be a Participant in this
Plan with respect to benefits payable under Section 4.2.

(c) Any Employee who participates in the Retirement Plan whose
benefits under the Retirement Plan would be greater if Deferred
Amounts were included in the definition of Total Compensation
under such Plan shall be a Participant in this Plan with respect
to benefits payable under Section 4.3.

3.2 The participation of any Participant may be suspended or terminated by
the Committee at any time, but no such suspension or termination shall
operate to reduce any benefits accrued by the Participant under the Plan
prior to the date of suspension or termination.

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SECTION 4

Retirement Benefits


4.1 A Participant's Excess Benefit shall equal the excess (if any) of (i)
the benefit that would have been payable under the Retirement Plan in
respect of the Participant in the absence of the provisions included in
the Retirement Plan in order to comply with Section 415 of the Code,
over (ii) the benefit actually payable in respect of the Participant
under the Retirement Plan.

4.2 A Participant's Supplemental Benefit shall equal the excess (if any) of
(i) the benefit that would have been payable under the Retirement Plan
in respect of the Participant in the absence of the provisions included
in the Retirement Plan in order to comply with Section 401(a)(17) of
the Code and Section 415 of the Code, over (ii) the sum of the
Participant's Excess Benefit and the benefit actually payable in respect
of the Participant under the Retirement Plan.

4.3 A Participant's Deferred Amount Restoration Benefit shall equal the
excess (if any) of (i) the benefit that would have been payable under
the Retirement Plan in respect of the Participant in the absence of the
provisions included in the Retirement Plan in order to comply with
Section 401(a)(17) of the Code and Section 415 of the Code and if
"Deferred Amounts" or any other excludable bonus were included in the
definition of Total Compensation under the Retirement Plan over (ii) the
sum of the Participant's Excess Benefit and Supplemental Benefit and the
benefit actually payable in respect of the Participant under the
Retirement Plan.

4.4 The calculations made in Section 4.1, 4.2 and 4.3 shall reflect the
applicable adjustments under the Retirement Plan for early commencement
and the form of benefit selected.

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SECTION 5

Vesting and Payment



5.1 No amount shall be payable to a Participant or his or her Beneficiary
under the Plan to the extent it represents benefits that would have been
forfeited under the vesting provisions of the Retirement Plan if payable
thereunder.

5.2 Except as provided in Sections 5.5 and 5.6, Plan benefits shall be paid
to a Participant (or to his or her Beneficiary in the event of the
Participant's death) in a cash lump sum at the same time as payments
commence under the Retirement Plan (or as soon as practicable
thereafter).

5.3 The amount of the lump-sum payment in respect of a Participant under
Section 5.2 or 5.5 shall equal the actuarial present value (at the time
payment becomes due) of the sum of the Participant's Excess Benefit,
Supplemental Benefit and Deferred Amounts Restoration Benefit, based on
the following assumptions:

(i) the interest rate used by the Pension Benefit Guaranty
Corporation for purposes of calculating the present
value of benefits under single employer plans terminated
on the last day of the month preceding the calendar
quarter in which payment is due under the Plan; and

(ii) the mortality table used under the Retirement Plan for
valuing optional forms of payment at the time payment is
due under the Plan.

5.4 The present value described in Section 5.3 shall include the present
value of the Retirement Plan benefit, using the assumptions described in
Section 5.3, that would be payable absent the limitations effected by
Section 415 of the Code, Section 401(a)(17) of the Code and if
Deferred Amounts were includible in the definition of Total Compensation
under the Retirement Plan, multiplied by the following: 1 - b/c, where
(b) is the actual benefit payable under the Retirement Plan, and (c) is
the sum of (b) plus the amounts described in Sections 4.1, 4.2 and 4.3.

5.5 Notwithstanding the provisions of Section 5.2 to the contrary, each
Participant's benefits shall (to the extent not previously paid) be
payable (i) to the Participant in a cash lump sum as soon as
practicable, but not later than 10 business days, after the
Participant's Termination of Employment following a Change in Control,
or (ii) to the Participant's Beneficiary in a cash lump sum as soon as
practicable following the Participant's death.

5.6 Notwithstanding any other provision of this Plan, the Committee may
defer the distribution of any Plan benefits to a Participant if the
Committee anticipates that the amount of such Plan benefits, or any
portion thereof, would be nondeductible for corporate income tax
purposes to the Company pursuant to Section 162(m) of the Code.

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SECTION 6

Source of Payment

6.1 All benefits provided for under the Plan shall be paid in cash from the
general funds of the Company; provided, however, that such benefits
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shall be reduced by the amount of any payments made to the Participant
or his or her Beneficiary from any trust or special or separate fund
established by the Company, to the extent such trust or fund is intended
to assure the payment of such benefits. The Company shall not be
required to establish a special or separate fund or other segregation of
assets to assure the payment of Plan benefits, and, if the Company shall
make any investments to aid it in meeting its obligations hereunder, the
Participant and his or her Beneficiary shall have no right, title, or
interest whatever in or to any such investments except as may otherwise
be expressly provided in a separate written instrument relating to such
investments. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a
trust of any kind between the Company and any Participant or
Beneficiary. To the extent that any Participant or 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.

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SECTION 7

Administration and Interpretation of the Plan


7.1 Prior to a Change in Control the Plan shall be administered by the
Retirement Benefit Restoration Plan Committee appointed by the Board of
Directors to administer the Plan. The Committee shall have full
discretion, power and authority to interpret, construe and administer
the Plan, to provide for claims review procedures, and to review claims
for benefits under the Plan. After a Change in Control, the Trustee
shall administer the Plan and shall have the same privileges and rights
as given to the Committee prior to a Change in Control. The Committee's
interpretations and constructions of the Plan and the actions taken
thereunder by the Committee shall be binding and conclusive on all
persons and for all purposes.

7.2 To the extent that the Plan provides benefits which would be provided
under the Retirement Plan but for the limitations imposed by Section 415
of the Code, the Plan is intended to be an "excess benefit plan" within
the meaning of the Act. To the extent that the Plan provides other
benefits, the Plan is intended to be a separate, unfunded deferred
compensation plan "for a select group of management or highly
compensated employees" within the meaning of the Act. Each provision of
the Plan shall be administered, interpreted and construed to carry out
such intention, and any provision that cannot be so administered,
interpreted and construed shall, to that extent, be disregarded.

7.3 The Committee shall establish and maintain Plan records and may arrange
for the engagement of such accounting, actuarial or legal advisors, who
may be advisors to the Company, and make use of such agents and clerical
or other personnel as it shall require or may deem advisable for
purposes of the Plan. The Committee may rely upon the written opinion of
such advisors engaged by the Committee and may delegate to any agent or
to any sub-committee or member of the Committee its authority to perform
any act hereunder, including without limitation those matters involving
the exercise of discretion, provided that such delegation shall be
subject to revocation at any time at the discretion of the Committee.

7.4 To the maximum extent permitted by law, no member of the Board of
Directors or the Committee shall be personally liable by reason of any
contract or other instrument executed by him or her or on his or her
behalf in his or her capacity as a member of the Board of Directors or
the Committee nor for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless, directly from its own
assets (including the proceeds of any insurance policy the premiums of
which are paid from the Company's own assets), each member of the
Board of Directors or the Committee and each other officer, employee, or
director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan or to the management or
control of the assets of the Plan may be delegated or allocated, against
any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim with the approval of the

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Company) arising out of any act or omission to act in connection with
the Plan unless arising out of such person's own fraud or bad faith.


SECTION 8

Amendment and Termination

8.1 The Plan may be amended, suspended or terminated, in whole or in part,
by the Board of Directors, but no such action shall retroactively impair
or otherwise adversely affect the rights of any person to benefits under
the Plan which have accrued prior to the date of such action.

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SECTION 9

Designation of Beneficiaries

9.1 A Participant's Beneficiary under this Plan shall be the person or
persons who would receive the benefit payable upon the Retirement's
death if paid under the Retirement Plan instead of this Plan.

9.2 If the Committee is in doubt as to the right of any person to receive an
amount payable upon a Participant's death, the Committee may retain such
amount, without liability for any interest thereon, until the rights
thereto are determined, or the Committee may pay such amount into any
court of appropriate jurisdiction and such payment shall be a complete
discharge of the liability of the Plan and the Company therefor.

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SECTION 10

General Provisions


10.1 Any subsidiary or affiliate of the Company may, upon approval by the
Committee, adopt the Plan and become an Employer under the terms of the
Plan. Each Employer shall bear the costs of the benefits provided under
the Plan with respect to persons employed by it (subject to the
allocation of costs among Employers by the Committee, in the case of
Participants employed by more than one Employer).

10.2 This Plan shall be binding upon and inure to the benefit of the Company,
its subsidiaries and affiliates, and their successors and assigns and
the Participant, his or her Beneficiary or designees and his or her
estate. Nothing in this Plan shall preclude the Company from
consolidating or merging into or with, or transferring all or
substantially all of its assets to, another corporation which assumes
this Plan and all obligations of the Company hereunder. Upon such a
consolidation, merger or transfer of assets and assumption, the term
"Company" shall refer to such other corporation and this Plan shall
continue in full force and effect.

10.3 Neither the Plan nor any action taken hereunder shall be construed as
giving to a Participant or any employee the right to be retained in the
employ of an Employer or any other subsidiary or affiliate of the
Company or as affecting the right of an Employer or such a subsidiary or
affiliate to dismiss any Participant or employee with or without cause.

10.4 The Company may provide for the withholding from any benefits payable
under this Plan all Federal, state, city or other taxes as shall be
appropriate pursuant to any law or governmental regulation or ruling and
may delay the payment of any benefit until the Participant or
Beneficiary provides payment to the Company of all applicable
withholding taxes.

10.5 No right to any amount payable at any time under the Plan may be
assigned, transferred, pledged, or encumbered, either voluntarily or by
operation of law, except as provided expressly herein as to payments to
a Beneficiary or as may otherwise be required by law.

10.6 If the Committee shall find that any person to whom any amount is or was
payable hereunder is unable to care for his or her affairs because of
illness or accident, or had died, then the Committee, if it so elects,
may direct that any payment due him or her or his or her estate (unless
a prior claim therefor has been made by a duly appointed legal
representative) or any part thereof be paid or applied for the benefit
of such person or to or for the benefit ot his or her spouse, children
or other dependents, an institution maintaining or having, custody of
such person, any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment, or
any of them, in such manner and proportion as the Committee may deem
proper. Any such payment shall be in complete

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discharge of the liability therefor of the Company, the Plan or the
Committee or any member, officer or employee thereof.

10.7 All elections, designations, requests, notices, instructions, and other
communications from a Participant, Beneficiary or other person to the
Committee or the Company pursuant to the Plan shall be in such form as
is prescribed from time to time by the Committee, shall be mailed by
first-class mail or delivered to such location as shall be specified by
the Committee, and shall be deemed to have been given and delivered only
upon actual receipt thereof at such location.

10.8 The benefits payable under this Plan shall be in addition to all other
benefits provided for employees of the Company.

10.9 The captions preceding the sections and articles hereof have been
inserted solely as a matter of convenience and in no way define or limit
the scope or intent of any provisions of the Plan.

10.10 To the extent not preempted by Federal law, this plan shall be governed
by the laws of the State of New Jersey, without regard to the principles
of conflict of laws thereof, as from time to time in effect.

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