BECTON DICKINSON & CO
EXHIBIT 10(F)
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<TYPE>EX-10
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<FILENAME>ex10-f.txt
<DESCRIPTION>EXHIBIT 10(F)
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                                                                   Exhibit 10(f)


                          BECTON, DICKINSON AND COMPANY
                           DEFERRED COMPENSATION PLAN
   (Formerly the Becton, Dickinson and Company Salary and Bonus Deferral Plan)

                   Amended and Restated as of November 1, 2001




<PAGE>




                          BECTON, DICKINSON AND COMPANY
                           DEFERRED COMPENSATION PLAN
                   Amended and Restated as of November 1, 2001

                                TABLE OF CONTENTS

<TABLE>
<S>            <C>                                                                        <C>
ARTICLE I         Definitions................................................................4

         Section 1.1       "Accounts"........................................................4
         Section 1.2       "Annual Open Enrollment Period"...................................4
         Section 1.3       "Base Salary".....................................................4
         Section 1.4       "Board of Directors"..............................................4
         Section 1.5       "Bonus"...........................................................4
         Section 1.6       "Change in Control"...............................................4
         Section 1.7       "Code"............................................................5
         Section 1.8       "Committee".......................................................5
         Section 1.9       "Common Stock"....................................................5
         Section 1.10      "Company".........................................................5
         Section 1.11      "Company Discretionary Credits"...................................5
         Section 1.12      "Company Discretionary Credit Account"............................5
         Section 1.13      "Company Matching Credits"........................................5
         Section 1.14      "Company Matching Credit Account".................................5
         Section 1.15      "Deferral Election"...............................................5
         Section 1.16      "Deferred Bonus"..................................................5
         Section 1.17      "Deferred Bonus Account"..........................................6
         Section 1.18      "Deferred Bonus Election".........................................6
         Section 1.19      "Deferred Salary".................................................6
         Section 1.20      "Deferred Salary Account".........................................6
         Section 1.21      "Deferred Salary Election"........................................6
         Section 1.22      "Deferred SERP Distribution"......................................6
         Section 1.23      "Deferred SERP Distribution Account"..............................6
         Section 1.24      "Deferred SERP Distribution Election".............................6
         Section 1.25      "Deferred Stock Account"..........................................6
         Section 1.26      "Deferred Stock Election".........................................6
         Section 1.27      "Disabled"........................................................6
         Section 1.28      "Dividend Reinvestment Return"....................................6
         Section 1.29      "ERISA"...........................................................6
         Section 1.30      "Fiscal Year".....................................................6
         Section 1.31      "Investment Election".............................................6
         Section 1.32      "Investment Options"..............................................6
         Section 1.33      "NYSE"............................................................6
         Section 1.34      "Participant".....................................................7
         Section 1.35      "Plan"............................................................7
         Section 1.36      "Plan Year".......................................................7
         Section 1.37      "SERP"............................................................7
         Section 1.38      "Stock Trust".....................................................7

ARTICLE II        Eligibility and Participation..............................................8
         Section 2.1       Eligibility.......................................................8
         Section 2.2       Participation.....................................................8
</TABLE>




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<TABLE>
<S>            <C>                                                                        <C>
ARTICLE III         Deferral Elections and Deferral Periods.................................10

         Section 3.1       Deferred Salary Election.........................................10
         Section 3.2       Deferred Bonus Election..........................................10
         Section 3.3       Deferred SERP Distribution Election..............................10
         Section 3.4       Company Matching Credits.........................................11
         Section 3.5       Company Discretionary Credits....................................11
         Section 3.6       Deferral Period..................................................11
         Section 3.7       Modification of Deferral Period..................................11

ARTICLE IV          Participants' Accounts..................................................13

         Section 4.1       Crediting of Employee Deferrals and Company Matching
                           and Discretionary Credits........................................13
         Section 4.2       Investment Election..............................................13
         Section 4.3       Hypothetical Earnings............................................13
         Section 4.4       Vesting..........................................................15
         Section 4.5       Account Statements...............................................15

ARTICLE V           Distributions and Withdrawals...........................................16

         Section 5.1       Timing of Distribution...........................................16
         Section 5.2       Form of Distribution.............................................18

ARTICLE VI          General Provisions......................................................20

         Section 6.1       Unsecured Promise to Pay.........................................20
         Section 6.2       Plan Unfunded....................................................20
         Section 6.3       Designation of Beneficiary.......................................20
         Section 6.4       Expenses.........................................................20
         Section 6.5       Voting Common Stock..............................................20
         Section 6.6       Non-Assignability................................................20
         Section 6.7       Mandatory Deferral...............................................21
         Section 6.8       Employment/Participation Rights..................................21
         Section 6.9       Severability.....................................................21
         Section 6.10      No Individual Liability..........................................21
         Section 6.11      Tax Withholding..................................................21
         Section 6.12      Applicable Law...................................................21
         Section 6.13      Incompetency.....................................................21
         Section 6.14      Notice of Address................................................22

ARTICLE VII         Administration..........................................................23

         Section 7.1       Committee........................................................23
         Section 7.2       Claims Procedure.................................................23

ARTICLE VIII        Amendment, Termination and Effective Date...............................24

         Section 8.1       Amendment of the Plan............................................24
         Section 8.2       Termination of the Plan..........................................24
         Section 8.3       No Impairment of Benefits........................................24
         Section 8.4       Effective Date...................................................24
</TABLE>

                                      -ii-




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                          BECTON, DICKINSON AND COMPANY

                           DEFERRED COMPENSATION PLAN

                   Amended and Restated as of November 1, 2001

                                    FOREWORD


Effective as of August 1, 1994 (the "Effective Date"), Becton, Dickinson and
Company (the "Company") adopted the Becton, Dickinson and Company Salary and
Bonus Deferral Plan (the "Plan") for the benefit of certain of its employees.
The Plan is intended to be an unfunded plan of deferred compensation primarily
for the benefit of a select group of management and highly compensated
employees. To the extent that the Plan permits the voluntary deferral of
bonuses, the Plan is intended to amend and replace the Bonus Deferral Option of
the Becton, Dickinson and Company Executive Bonus Plan.

The purpose of the Plan is to permit those employees of the Company who are part
of a select group of management or highly compensated employees to defer,
pursuant to the provisions of the Plan, a portion of the salaries, bonuses and
other remuneration otherwise payable to them.

Effective as of August 15, 1996, the Board of Directors of the Company amended
the Plan to permit Participants to have their deferred salaries or deferred
bonuses considered to be invested in Common Stock of the Company, to permit
those Participants to vote a number of shares of Common Stock equal to the
number considered to be held for their benefit under the Plan, and for certain
other purposes.

Effective as of November 1, 2001, the Plan is amended and restated to rename the
Plan as the Becton, Dickinson and Company Deferred Compensation Plan, and to
modify the deferral opportunities and the distribution and withdrawal options
under the Plan, and to make certain other modifications deemed desirable.


                                     -iii-




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                                    ARTICLE I
                                   Definitions


         Section 1.1 "Accounts" means the bookkeeping accounts established under
the Plan, if any, on behalf of a Participant and includes earnings credited
thereon or losses charged thereto.

         Section 1.2 "Annual Open Enrollment Period" means the annual period
designated by the Committee, which ends not later than the September 30 of a
Plan Year, during which a Participant may make or change elections to defer
annual Base Salary, Bonuses and SERP distributions. Notwithstanding the
foregoing, the Annual Open Enrollment Period for 2001 shall be the period
designated by the Committee which ends not later than November 9, 2001.

         Section 1.3 "Base Salary" means the base salary or wages otherwise
taken into account under the Becton, Dickinson and Company Savings Incentive
Plan, determined in accordance with the provisions of such plan, but without
regard to the limitation on compensation otherwise required under Code section
401(a)(17), and without regard to any deferrals of the foregoing of compensation
under this or any other plan of deferred compensation maintained by the Company.

         Section 1.4 "Board of Directors" means the Board of Directors of the
Company.

         Section 1.5 "Bonus" means the annual bonus payable under the Company's
Performance Incentive Plan, or any successor thereto.

         Section 1.6 "Change in Control" of the Company means any of the
following events:

                  (1) the acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 25% or more of either (A) the
         then-outstanding shares of common stock of the Company (the
         "Outstanding Company Common Stock") or (B) the combined voting power of
         the then-outstanding voting securities of the Company entitled to vote
         generally in the election of directors (the "Outstanding Company Voting
         Securities"); provided, however, that, for purposes of this Section
         1.6, the following acquisitions shall not constitute a Change of
         Control: (i) any acquisition directly from the Company, (ii) any
         acquisition by the Company, (iii) any acquisition by any employee
         benefit plan (or related trust) sponsored or maintained by the Company
         or any affiliated company, (iv) any acquisition by any corporation
         pursuant to a transaction that complies with Sections 1.6(3)(A),
         1.6(3)(B) and 1.6(3)(C), or (v) any acquisition that the Board
         determines, in good faith, was inadvertent, if the acquiring Person
         divests as promptly as practicable a sufficient amount of the
         Outstanding Company Common Stock and/or the Outstanding Company Voting
         Securities, as applicable, to reverse such acquisition of 25% or more
         thereof.

                  (2) Individuals who, as of April 24, 2000, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to April 24, 2000 whose election, or
         nomination for election as a director by the Company's shareholders,
         was approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of an actual or threatened election contest with
         respect to the election or removal of directors or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board.

                  (3) Consummation of a reorganization, merger, consolidation or
         sale or other disposition of all or substantially all of the assets of
         the Company (a "Business Combination"), in each case, unless, following
         such Business Combination, (A) all or substantially all of the
         individuals and entities that were the beneficial owners of the
         Outstanding Company Common Stock and the Outstanding Company Voting
         Securities immediately prior to such Business Combination beneficially
         own, directly or indirectly, more than 60% of the then-outstanding


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         shares of common stock and the combined voting power of the
         then-outstanding voting securities entitled to vote generally in the
         election of directors, as the case may be, of the corporation resulting
         from such Business Combination (including, without limitation, a
         corporation that, as a result of such transaction, owns the Company or
         all or substantially all of the Company's assets either directly or
         through one or more subsidiaries) in substantially the same proportions
         as their ownership immediately prior to such Business Combination of
         the Outstanding Company Common Stock and the Outstanding Company Voting
         Securities, as the case may be, (B) no Person (excluding any
         corporation resulting from such Business Combination or any employee
         benefit plan (or related trust) of the Company or such corporation
         resulting from such Business Combination) beneficially owns, directly
         or indirectly, 25% or more of, respectively, the then-outstanding
         shares of common stock of the corporation resulting from such Business
         Combination or the combined voting power of the then-outstanding voting
         securities of such corporation, except to the extent that such
         ownership existed prior to the Business Combination, and (C) at least a
         majority of the members of the board of directors of the corporation
         resulting from such Business Combination were members of the Incumbent
         Board at the time of the execution of the initial agreement or of the
         action of the Board providing for such Business Combination; or

                  (4) Approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.

         Section 1.7 "Code" means the Internal Revenue Code of 1986, as amended,
or any successor statute.

         Section 1.8 "Committee" means the committee that is responsible for
administering the Plan. The Committee shall consist of three or more employees
of the Company as determined by, and appointed by, the Board of Directors. The
Committee may delegate pursuant to a written authorization (including, by way of
illustration, through a contract, memorandum, or other written delegation
document) any or all of its responsibilities involving ongoing day-to-day
administration or ministerial acts, as set forth in this Plan to one or more
individuals or service-providers. In any case where this Plan refers to the
Committee, such reference is deemed to be a reference to any delegate of the
Committee appointed for such purpose.

         Section 1.9 "Common Stock" means the common stock ($1.00 par value) of
the Company, including any shares into which it may be split, subdivided or
combined.

         Section 1.10 "Company" means Becton, Dickinson and Company and any
successor to such corporation by merger, purchase or otherwise.

         Section 1.11 "Company Discretionary Credits" means the amounts credited
to a Participant's Company Discretionary Credit Account, if any, pursuant to
Section 3.5.

         Section 1.12 "Company Discretionary Credit Account" means the
bookkeeping account established under Section 3.5, if any, on behalf of a
Participant and includes any earnings credited thereon or losses charged thereto
pursuant to Article IV.

         Section 1.13 "Company Matching Credits" means the amounts credited to a
Participant's Company Matching Credit Account, if any, pursuant to Section 3.4.

         Section 1.14 "Company Matching Credit Account" means the bookkeeping
account established under Section 3.4, if any, on behalf of a Participant and
includes any earnings credited thereon or losses charged thereto pursuant to
Article IV.

         Section 1.15 "Deferral Election" means the Participant's election to
participate in this Plan and defer amounts eligible for deferral in accordance
with the Plan terms. Except as the context otherwise requires, references herein
to Deferral Elections include any subsequent modifications of a prior Deferral
Election.

         Section 1.16 "Deferred Bonus" means the amount of a Participant's Bonus
that such Participant has elected to defer until a later year pursuant to an
election under Section 3.2.


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         Section 1.17 "Deferred Bonus Account" means the bookkeeping account
established under Section 3.2 on behalf of a Participant, and includes any
earnings credited thereon or losses charged thereto pursuant to Article IV.

         Section 1.18 "Deferred Bonus Election" means the election by a
Participant under Section 3.2 to defer a portion of the Participant's Bonus
until a later year.

         Section 1.19 "Deferred Salary" means the amount of a Participant's Base
Salary that such Participant has elected to defer until a later year pursuant to
an election under Section 3.1.

         Section 1.20 "Deferred Salary Account" means the bookkeeping account
established under Section 3.1 on behalf of a Participant, and includes any
earnings credited thereon or losses charged thereto pursuant to Article IV.

         Section 1.21 "Deferred Salary Election" means the election by a
Participant under Section 3.1 to defer until a later year a portion of his or
her Base Salary.

         Section 1.22 "Deferred SERP Distribution" means the amount of a
Participant's SERP distribution that such Participant has elected to defer under
this Plan pursuant to an election under Section 3.3.

         Section 1.23 "Deferred SERP Distribution Account" means the bookkeeping
account established under Section 3.3 on behalf of a Participant, and includes
any earnings credited thereon or losses charged thereto pursuant to Article IV.

         Section 1.24 "Deferred SERP Distribution Election" means the election
by a Participant under Section 3.3 to defer all or a portion of the
Participant's SERP distribution.

         Section 1.25 "Deferred Stock Account" means the bookkeeping account
established under Section 4.3(b) on behalf of a Participant and includes, in
addition to amounts stated in that Section, any Dividend Reinvestment Return
credited thereon.

         Section 1.26 "Deferred Stock Election" means the election by a
Participant under Section 4.3(b) to have applicable deferred amounts credited in
the form of Common Stock to the Participant's Deferred Stock Account.

         Section 1.27 "Disabled" means that a Participant is totally and
permanently disabled as defined in the Company's Long-Term Disability Plan.

         Section 1.28 "Dividend Reinvestment Return" means the amounts which are
credited to each Participant's Deferred Stock Account pursuant to Section 4.3(b)
to reflect dividends declared by the Company on its Common Stock.

         Section 1.29 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended, or any successor statute.

         Section 1.30 "Fiscal Year" means the fiscal year of the Company, which
currently is the twelve month period commencing on the first day of October and
ending on the last day of September of the following calendar year.

         Section 1.31 "Investment Election" means the Participant's election to
have deferred amounts credited with hypothetical earnings credits (or losses)
that track the investment performance of the Investment Options and/or Company
Common Stock in accordance with Article IV.

         Section 1.32 "Investment Options" means those hypothetical targeted
investment options designated by the Committee as measurements of the rate of
return to be credited to (or charged against) amounts deferred to Participants'
Accounts.

         Section 1.33      "NYSE" means The New York Stock Exchange.


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<PAGE>


         Section 1.34 "Participant" means a common law employee of the Company
who meets the eligibility requirements for a deferral under this Plan as set
forth in Article II and who is eligible to elect to defer amounts under this
Plan in accordance with Article III.

         Section 1.35 "Plan" means the Becton, Dickinson and Company Deferred
Compensation Plan (previously the Becton, Dickinson and Company Salary and Bonus
Deferral Plan) as from time to time in effect.

         Section 1.36 "Plan Year" means the calendar year.

         Section 1.37 "SERP" means the Becton, Dickinson and Company Retirement
Benefit Restoration Plan, as from time to time in effect.

         Section 1.38 "Stock Trust" means the Becton, Dickinson and Company
Deferred Salary and Bonus Trust established as of August 15, 1996 between the
Company and Wachovia Bank of North Carolina, N.A., as amended from time to time
thereafter.


                                       7




<PAGE>


                                   ARTICLE II

                          Eligibility and Participation

Section 2.1  Eligibility

         (a) An individual shall be eligible to become a Participant in this
             Plan if the individual meets the following requirements:

             (i)  the individual is a common law employee of a unit of the
                  Company (or of one of its subsidiaries) to which the Plan has
                  been adopted pursuant to a decision by, or with the approval
                  of, the Board of Directors;

             (ii) the individual is not a nonresident alien of the United States
                  receiving no United States source income within the meaning of
                  sections 861(a)(3) or 911(d)(2) of the Code; and

             (iii) the employee:

                  (A) has a Base Salary of $100,000 or more effective as of
                      August 1 of the calendar year before the calendar year in
                      which compensation otherwise to be paid to the employee
                      may be deferred hereunder; or

                  (B) is a newly-hired employee and has a projected Base Salary
                      of $100,000 as of the employee's date of hire.

         (b) The Committee shall have the ability to adjust, prospectively for
             any Plan Year, the dollar limitations in Section 2.1(a)(iii).

         (c) The Committee may also:

             (i)  designate as ineligible particular individuals, groups of
                  individuals or employees of business units who otherwise would
                  be eligible under Section 2.1(a); or

             (ii) designate as eligible particular individuals, groups of
                  individuals or employees of business units who otherwise would
                  be ineligible under Section 2.1(a).

         (d) An employee who, at any time, ceases to meet the foregoing
             eligibility requirements, as determined in the sole discretion of
             the Committee, shall thereafter cease to be a Participant eligible
             to continue making deferrals under the Plan, and any deferral
             elections then in effect shall cease to be effective. In such case,
             the individual may remain a Participant in the Plan with respect to
             amounts already deferred prior to the date such individual ceased
             to be an active Participant.

Section 2.2  Participation

         (a) Deferral Election. As soon as practicable after the Committee
             determines that an employee is eligible to become a Participant,
             the Committee shall provide the Participant with the appropriate
             election forms with which a Participant may make a Deferral
             Election. In the case of an employee who first becomes eligible
             during a Plan Year, such Deferral Election may be made within the
             first thirty (30) days of eligibility with respect to any Deferred
             Salary to be earned thereafter for the remainder of the Plan Year.
             If the Participant does not return the completed forms to the
             Committee at such time as required by the Committee, the
             Participant will not be allowed to participate in the Plan until
             the next Annual Open Enrollment Period. All Deferral Elections
             hereunder (including any modifications of prior Deferral Elections
             otherwise permitted under the Plan) may be made in accordance with
             written, electronic or telephonic procedures prescribed by the
             Committee.


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<PAGE>


         (b) Contents of Deferral Election. A Participant's Deferral Election
             must be made in the manner designated by the Committee and must be
             accompanied by:

             (i)  an election to defer Base Salary, Bonus, and/or Company
                  Matching Credits and, with respect to deferrals made on or
                  after January 1, 2002, a single deferral election and
                  distribution option election with respect to all such amounts
                  deferred for any Plan Year (all such amounts deferred with
                  respect to any Plan Year shall be treated as a single category
                  of deferral for purposes of determining deferral periods and
                  distribution options);

             (ii) an election to defer SERP distributions and any Company
                  Discretionary Credits and a separate deferral period with
                  respect to each such separate category of deferral;

            (iii) an Investment Election;

             (iv) a designation of a beneficiary or beneficiaries to receive any
                  deferred amounts owed upon the Participant's death;

             (v)  a designation as to the form of distribution for each separate
                  year's deferral and each separate category of deferral;
                  provided, however, that if no specific election is made with
                  respect to any deferred amount, the Participant will be deemed
                  to have elected to receive such amounts in the form of a lump
                  sum distribution (in cash and, solely to the extent
                  distributable amounts are credited to the Participant's
                  Deferred Stock Account at the time of the distribution, shares
                  of Common Stock);

             (vi) an application for a policy of life insurance under which the
                  Participant is the insured and the Company is the sole owner
                  of and beneficiary under such policy; and

            (vii) such additional information as the Committee deems necessary
                  or appropriate.


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<PAGE>



                                   ARTICLE III

                     Deferral Elections and Deferral Periods

Section 3.1 Deferred Salary Election

        (a) Each Participant who has elected to defer the maximum pre-tax
            elective deferral that is permitted for a calendar year under the
            Becton, Dickinson and Company Savings Incentive Plan and under Code
            section 402(g) may make a Deferred Salary Election with respect to
            Base Salary otherwise to be paid in such calendar year, provided
            that a valid Deferred Salary Election is made by the date specified
            in Section 3.1(b). A Participant may elect to defer from 1% to 75%
            of the Participant's Base Salary (in increments of 1%); provided,
            however, that the Participant must elect a Deferred Salary amount of
            at least $5,000. Notwithstanding the foregoing, any Deferred Salary
            Election must be made in a manner that will ensure that the
            Participant is paid a sufficient amount of Base Salary that will
            allow adequate amounts available for: (i) any tax required to be
            withheld from the Participant's Base Salary (including tax
            attributable to amounts deferred under this Plan) under the Code or
            any state or local statute; (ii) any pre-tax elective deferrals
            under the Becton, Dickinson and Company Savings Incentive Plan;
            (iii) any amounts to be deferred by the Participant in order to
            participate in any other benefit programs maintained by the Company;
            and (iv) any other amounts required to be paid to the Participant or
            withheld from the Participant's compensation by law or due to such
            other requirements as determined by the Committee.

        (b) Except with respect to Deferred Salary Elections made by
            Participants who first become eligible to participate during a Plan
            Year (which elections must be made as specified in Section 2.2(a)),
            a Deferred Salary Election with respect to Base Salary for a
            particular calendar year must be made on or before the September 30
            (November 9, 2001 with respect to salary earned during the 2002
            year) preceding the commencement of such calendar year. Once a
            Deferred Salary Election is made, it shall be irrevocable for the
            applicable calendar year and apply only to Base Salary otherwise to
            be paid during the applicable calendar year. Such Deferred Salary
            shall be credited to the Participant's Deferred Salary Account as of
            the first business day after the last day of each payroll period.

Section 3.2 Deferred Bonus Election

        (a) Each Participant may elect to make a Deferred Bonus Election with
            respect to a Bonus otherwise to be paid in the calendar year
            immediately following the year of the Participant's Deferred Bonus
            Election. A Participant may elect to defer from 1% to 100% of the
            Participant's Bonus (in increments of 1%); provided, however, that
            the Participant's Deferred Bonus Election must result in a deferral
            of at least $5,000.

        (b) A Deferred Bonus Election with respect to any Bonus to be paid in a
            particular calendar year must be made on or before the September 30
            preceding the commencement of such calendar year (November 9, 2001
            with respect to Bonus amounts to be paid in 2002). Once made, a
            Deferred Bonus Election cannot be changed or revoked except as
            provided herein. Such Deferred Bonus shall be credited to the
            Participant's Deferred Bonus Account as of the first business day in
            January of the year that the Bonus otherwise would have been paid to
            the Participant in the absence of any deferral hereunder.

Section 3.3 Deferred SERP Distribution Election

        (a) Each Participant who is otherwise a participant in the SERP may
            elect to make a Deferred SERP Distribution Election, at the time
            specified in subsection (b) below, with respect to a SERP
            distribution that is otherwise to be paid to the Participant. A
            Participant may elect to defer from 1% to 100% of the Participant's
            applicable SERP


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<PAGE>



            distribution (in increments of 1%); provided, however, that the
            total of the Participant's Deferred SERP Distribution Election must
            result in a deferral of at least $5,000.

        (b) A Deferred SERP Distribution Election with respect to any SERP
            distribution payable during a particular calendar year must be made
            at least one year before the date that the SERP distribution is
            otherwise payable to the Participant. Once made, a Deferred SERP
            Distribution Election cannot be changed or revoked except as
            provided herein. Such Deferred SERP Distribution shall be credited
            to the Participant's Deferred SERP Distribution Account as soon as
            practicable after such amount would otherwise have been payable to
            the Participant. If the Participant otherwise becomes entitled to a
            SERP distribution after having made such an election and before the
            end of such one-year period, such election shall be ineffective and
            the applicable SERP distribution shall not be deferred hereunder.

Section 3.4 Company Matching Credits

            If a Participant has made a Deferred Salary Election in accordance
            with Section 3.1 and, as a result of such Deferred Salary Election,
            the Participant is entitled to a lower matching contribution amount
            under the SIP, then the Participant shall be eligible to have
            Company Matching Credits credited to the Participant's Company
            Matching Credit Account. The amount of such Company Matching Credits
            shall equal the amount of the matching contribution to which the
            Participant would have been entitled under the SIP had the
            Participant not made any Deferred Salary Election for the Plan Year
            under this Plan (taking into account all applicable Code limitations
            that limit the amount of matching contributions under the SIP) less
            an amount equal to the actual matching contribution to which the
            Participant is entitled under the SIP for the Plan Year. Such
            amounts shall be credited to the Participant's Company Matching
            Credit Account as soon as practicable after the end of the Plan Year
            and shall be subject to the vesting schedule described in Article
            IV.

Section 3.5 Company Discretionary Credits

            The Company may, in its sole discretion, provide for additional
            credits to all or some Participants' Accounts at any time. Such
            amounts shall be credited to the Participant's Company Discretionary
            Credit Account and shall be subject to the vesting schedule
            established by the Company at the time such amounts are credited.

Section 3.6 Deferral Period

            With respect to amounts deferred in accordance with Sections 3.1
            through 3.5, each Participant must elect the deferral period for
            each separate deferral and each compensation type. Subject to the
            additional deferral provisions of Section 3.7 and the acceleration
            provisions of Article V, a Participant's deferral period may be for
            a specified number of years or until a specified date, subject to
            any limitations that the Committee in its discretion may choose to
            apply, provided that, in all events, a deferral period must be for
            at least two (2) years from the first day of the Plan Year in which
            the deferred amounts would otherwise be payable (or, in the case of
            amounts described in Section 3.4 or Section 3.5, credited to the
            Participant's Account). However, notwithstanding the deferral period
            otherwise specified, payments shall be paid or begin to be paid
            under the Plan in accordance with the mandatory distribution
            provisions in Article V.

Section 3.7 Modification of Deferral Period

        (a) With respect to any previously deferred amount credited to a
            Participant's Accounts, a Participant may request that the Committee
            approve an additional deferral period of at least two (2) years from
            the date the previously deferred amounts were otherwise payable. Any
            such request must be made by written notice to the Committee at
            least twelve (12) months before the expiration of the deferral
            period for any previously


                                       11




<PAGE>


            deferred amount with respect to which an additional deferral
            election is requested. Such additional deferral election may apply
            to each separate deferral previously made (and each compensation
            type previously deferred). Each such additional deferral election
            request shall include a newly designated manner of payment election
            in accordance with the provision of Section 5.2 below. No more than
            two such extensions may be elected by a Participant with respect to
            any specific deferred amount (or compensation type) previously
            deferred.

        (b) With respect to any previously deferred amount (and compensation
            type) credited to a Participant's Accounts, a Participant may
            request that the Committee approve an accelerated deferral date with
            respect to amounts that are not otherwise payable for at least three
            (3) years from the date of such request, provided that the resulting
            accelerated deferral date may not be any earlier than two (2) years
            from the date of such Participant election. Such deferral
            modification election may be made for each separate deferral
            previously made (and each compensation type). Each such modified
            deferral period request shall include a newly designated manner of
            payment election in accordance with the provisions of Section 5.2
            below. No more than two such modifications may be elected by a
            Participant with respect to any specific deferred amount (or
            compensation type) previously deferred.


                                       12




<PAGE>


                                   ARTICLE IV

                             Participants' Accounts

Section 4.1 Crediting of Employee Deferrals and Company Matching and
            Discretionary Credits

            Deferrals to this Plan that are made under Article III shall be
            credited to the Participant's Accounts in accordance with such rules
            established by the Committee from time to time. Each Participant's
            Accounts shall be administered in a way to permit separate Deferral
            Elections, deferral periods, and Investment Elections with respect
            to various Plan Year deferrals and compensation types as the
            Committee determines, in its sole discretion, are necessary or
            appropriate.

Section 4.2 Investment Election

            Effective January 1, 2002, all balances reflected through December
            31, 2001 credited to the Accounts of Participants who are not
            actively employed on January 1, 2002 shall continue to be credited
            with earnings (or charged with losses) to reflect the income (or
            loss) that would have been earned had the deferred amounts been
            invested in the Investment Options then in effect with respect to
            such Participants. Notwithstanding the provisions of this Article IV
            that allow Participants the ability to make and modify Investment
            Elections, no modifications of Investment Elections shall be allowed
            with respect to amounts credited to such Participants' Accounts as
            of December 31, 2001 and all hypothetical earnings (or losses)
            attributable to such balances thereafter. With respect to amounts
            credited to all other Participants' Accounts under the Plan (other
            than amounts credited to Deferred Stock Accounts, which may not be
            transferred out of such Accounts), Participants' Investment
            Elections with respect to deferred amounts hereunder shall be made
            pursuant to the written, telephonic or electronic methods prescribed
            by the Committee and subject to such rules on Investment Elections
            and Investment Options as established by the Committee from time to
            time. Upon receipt by the Committee, and in accordance with rules
            established by the Committee, an Investment Election shall be
            effective as soon as practicable after receipt and processing of the
            election by the Committee. Investment Elections will continue in
            effect until changed by the Participant. An eligible Participant
            (including a Participant who terminates employment on or after
            January 1, 2002) may change a prior Investment Election (or default
            Investment Election) with respect to deferred amounts on a monthly
            basis, by notifying the Committee, at such time and in such manner
            as approved by the Committee. Any such changed Investment Election
            may result in amending Investment Elections for prior deferrals or
            for future deferrals or both. Notwithstanding the foregoing, in all
            events, a Participant may not reallocate any deferrals out of a
            Deferred Stock Account so that the deferrals will track targeted
            rates of return measured by the Investment Options.

Section 4.3 Hypothetical Earnings

        (a) General. Subject to Section 4.2, additional hypothetical bookkeeping
            amounts shall be credited to (or deducted from) a Participant's
            Accounts to reflect the earnings (or losses) that would have been
            experienced had the deferred amounts been invested in the Investment
            Options selected by the Participant as targeted rates of return, net
            of all fees and expenses otherwise associated with the Investment
            Options. The Committee may add or delete Investment Options, on a
            prospective basis, by notifying all Participants whose Accounts are
            hypothetically invested in such Options, in advance, and soliciting
            elections to transfer deferred amounts so that they track
            investments in other Investment Options then available.

        (b) Company Stock Investment Option. Instead of having deferred amounts
            credited with hypothetical earnings (or losses) in accordance with
            Section 4.3(a), and subject to Section 4.2, a Participant may elect
            (as a part of the Participant's Deferral Election) to have all or
            part of the Participant's future deferred amounts (in whole
            percentage


                                       13




<PAGE>


            increments) credited in the form of Common Stock to a Deferred Stock
            Account. In addition, any amounts credited to a Participant's
            Accounts other than the Participant's Deferred Stock Account may be
            transferred for hypothetical investment tracking purposes to the
            Participant's Deferred Stock Account. A Deferred Stock Election to
            have any deferrals hereunder credited to the Participant's Deferred
            Stock Account shall be made in accordance with the procedures
            established by the Committee. Once amounts are credited to the
            Participant's Deferred Stock Account, the Participant may not
            reallocate those amounts to have them reflect the hypothetical
            earnings (or losses) of any other targeted rate of return Investment
            Option. All distributions of amounts credited to a Participant's
            Deferred Stock Account may only be distributed in whole shares of
            Common Stock (with cash for fractional shares).

            A Participant's Deferred Stock Account will be credited:

            (i)   as of the first business day after the last day of each
                  bi-weekly payroll period, with the number of shares of Common
                  Stock (in whole shares and fractional shares, as determined by
                  the Committee) determined by dividing the Participant's
                  deferred amounts attributable to Deferred Salary for such
                  bi-weekly payroll period subject to the Deferred Stock
                  Election by the price for shares of Common Stock, determined
                  by the Committee, as of the day such deferred amounts are
                  credited to the Participant's Account; and

            (ii)  annually, as of the first business day in January of each
                  calendar year, with the number of shares of Common Stock (in
                  whole shares and fractional shares, as determined by the
                  Committee) determined by dividing the portion of the
                  Participant's Deferred Bonus and Company Matching Credits
                  subject to the Deferred Stock Election by the price for shares
                  of Common Stock, determined by the Committee, as of the day
                  such deferred amounts are credited to the Participant's
                  Accounts; and

            (iii) at such other times as the Committee determines with respect
                  to all other deferred amounts under the Plan, with the number
                  of shares of Common Stock (in whole shares and fractional
                  shares, as determined by the Committee) determined by dividing
                  the portion of the Participant's deferred amounts to be
                  credited in the Deferred Stock Account by the price for shares
                  of Common Stock, determined by the Committee, as of the day
                  such deferred amounts are credited to the Participant's
                  Account.

            If the Company enters into transactions involving stock splits,
            stock dividends, reverse splits or any other recapitalization
            transactions, the number of shares of Common Stock credited to a
            Participant's Deferred Stock Account will be adjusted (in whole
            shares and fractional shares, as determined by the Committee) so
            that the Participant's Deferred Stock Account reflects the same
            equity percentage interest in the Company after the recapitalization
            as was the case before such transaction.

            If at least a majority of the Company's stock is sold or exchanged
            by its shareholders pursuant to an integrated plan for cash or
            property (including stock of another corporation) or if
            substantially all of the assets of the Company are disposed of and,
            as a consequence thereof, cash or property is distributed to the
            Company's shareholders, each Participant's Deferred Stock Account
            will, to the extent not already so credited under this Section
            4.3(b), be (i) credited with the amount of cash or property
            receivable by a Company shareholder directly holding the same number
            of shares of Common Stock as is credited to such Participant's
            Deferred Stock Account and (ii) debited by that number of shares of
            Common Stock surrendered by such equivalent Company shareholder.

            Each time the Company declares a dividend on its Common Stock, each
            Participant's Deferred Stock Account will be credited with a
            Dividend Reinvestment Return equal to that number of shares of
            Common Stock (in whole shares and fractional shares, as


                                       14




<PAGE>



            determined by the Committee) determined by dividing (i) the amount
            that would have been paid (or the fair market value thereof, if the
            dividend is not paid in cash) to the Participant on the total number
            of shares of Common Stock credited to the Participant's Deferred
            Stock Account had that number of shares of Common Stock been held by
            such Participant by (ii) the price for shares of Common Stock,
            determined by the Committee, as of the dividend payment date.

Section 4.4 Vesting

            At all times a Participant shall be fully vested in his Deferred
            Salary, Deferred Bonus, and Deferred SERP Distributions hereunder
            (including any earnings or losses and Dividend Reinvestment Return
            thereon). A Participant shall become vested in any Company Matching
            Credits in the same manner and to the same extent as the Participant
            is vested in matching contributions otherwise credited to the
            Participant under the Becton, Dickinson and Company Savings
            Incentive Plan. A Participant shall become vested in any Company
            Discretionary Credits pursuant to the vesting schedule established
            by the Company at the time such Credits, if any, are made. Except as
            otherwise provided in Section 5.1(b) (death) or Section 5.1(c)
            (disability), if a Participant terminates employment at any time
            prior to becoming fully vested in amounts credited to the
            Participant's Accounts hereunder, the nonvested amounts credited to
            the Participant's Accounts shall be immediately forfeited and the
            Participant shall have no right or interest in such nonvested
            deferred amounts.

Section 4.5 Account Statements

            Within 60 days following the end of each Plan Year (or at such more
            frequent times determined by the Committee), the Committee shall
            furnish each Participant with a statement of Account which shall set
            forth the balances of the individual's Accounts as of the end of
            such Plan Year (or as of such time determined by the Committee),
            inclusive of tracked earnings (or losses) and any Dividend
            Reinvestment Return. In addition, the Committee shall maintain
            records reflecting each year's deferrals separately by type of
            compensation.


                                       15




<PAGE>


                                    ARTICLE V

                          Distributions and Withdrawals

Section 5.1 Timing of Distribution

        (a) Time of Distribution - Distributions Other than Death, Disability,
            or Scheduled Distributions. Except as otherwise provided herein in
            the case of a Participant who retires and subject to Section 5.1(d),
            a Participant's vested Accounts shall be paid or commence to be
            paid, in the form of distribution elected in a particular Deferral
            Election (subject to Section 5.2), at such date as determined in the
            sole discretion of the Committee following the earlier of: (i) the
            Participant's termination of employment, or (ii) the date otherwise
            specified in the Participant's Deferral Election. In the case of a
            Participant who retires from employment hereunder (as defined
            below), and subject to Section 5.1(d), a Participant's vested
            Accounts shall be paid or commence to be paid, in the form of
            distribution elected in a particular Deferral Election (subject to
            Section 5.2), at such date as determined in the sole discretion of
            the Committee following the later of: (i) the Participant's
            retirement from active employment, or (ii) the date otherwise
            specified in the Participant's Deferral Election; provided however
            that, in all events distributions to such a retired Participant must
            be made (or commence to be paid) as of the earlier of the
            Participant's attainment of age 70 or death. For purposes of this
            Section 5.1(a), a Participant has "retired" from active employment
            if:

            (i)   the Participant terminates from active employment after having
                  attained age 65 with five years of service with the Company or
                  an affiliate;

            (ii)  the Participant terminates from active employment after having
                  attained age 55 with ten years of service with the Company or
                  an affiliate; or

            (iii) the Committee, in its sole discretion, otherwise determines
                  that the Participant has retired for this purpose.

        (b) Timing of Distributions - Participant's Death. If a Participant dies
            before the full distribution of the Participant's Accounts under
            this Article V, any deferred amounts that are not vested and have
            not previously been forfeited shall become 100% vested. Unless the
            Participant had commenced receiving installment payments, as soon as
            practicable after the Participant's death, all remaining amounts
            credited to the Participant's Accounts shall be paid in a single
            lump sum payment to the Participant's named beneficiary (or
            beneficiaries). In the absence of any beneficiary designation,
            payment shall be made to the personal representative, executor or
            administrator of the Participant's estate. Beneficiary designations
            may be changed by a Participant at any time without the consent of
            the Participant's spouse or any prior beneficiary. If the
            Participant dies after having commenced to receive installment
            payments, the Participant's beneficiary may accelerate the payment
            of any remaining installment payments as follows:

            (i)   The beneficiary may request (within a reasonable time after
                  the Participant's death, as specified by the Committee) that
                  all remaining installment payments that are otherwise to be
                  paid to the beneficiary at least twelve (12) months after the
                  date of the request be accelerated and paid in a single lump
                  sum payment as of a date specified by the Committee that is at
                  least twelve (12) months after the date of the request; or

            (ii)  The beneficiary may request (within a reasonable time after
                  the Participant's death, as specified by the Committee) that
                  all remaining installment payments that are otherwise to be
                  paid to the beneficiary be accelerated and paid in the form of
                  an immediate lump sum payment, subject to the requirement that
                  ten percent (10%) of the remaining amounts be permanently
                  forfeited.


                                       16




<PAGE>


        (c) Timing of Distributions - Participant's Disability. Notwithstanding
            anything in the Plan to the contrary, if a Participant becomes
            Disabled, the Participant will be treated as having terminated
            employment and any deferred amounts that are not vested and have not
            previously been forfeited shall become 100% vested. Notwithstanding
            anything in a Participant's Deferral Election to the contrary with
            respect to payment commencement, as soon as practicable after the
            Participant becomes Disabled, all remaining amounts credited to the
            Participant's Accounts shall be paid or commence to be paid to the
            Participant in the form of distribution elected by the Participant
            in the Participant's Deferral Election. In addition, as soon as
            practicable after the Participant becomes Disabled, the Participant
            may request that the Committee change any installment distribution
            election so that amounts subject to the election are accelerated and
            paid in the form of a single lump sum distribution. Such
            distribution shall be made only if the Committee, taking into
            account the type of factors taken into account in the event of a
            hardship under Section 5.1(f), in its sole discretion, approves such
            request.

        (d) Scheduled Distribution. As a part of the Participant's Deferral
            Election, a Participant may elect to receive a lump sum distribution
            or annual installments (over 2, 3, 4 or 5 years, as elected by the
            Participant) equal to all or any part of the vested balance of the
            Participant's Accounts to be paid (or commence to be paid) at a
            scheduled distribution date, subject to the timing requirements in
            Section 5.1(a). For these purposes, the amount of each installment
            payment shall be determined by multiplying the value of the
            Participant's remaining vested Accounts subject to the scheduled
            distribution election by a fraction, the numerator of which is one
            (1) and the denominator of which is the number of calendar years
            remaining in the installment period. These scheduled distributions
            are generally available only for distributions that are scheduled to
            commence to be paid while a Participant is employed by the Company.
            If a Participant terminates employment before commencing receipt of
            scheduled distributions, the timing requirements of Section 5.1(a)
            shall apply (which requirements provide for payment upon termination
            of employment, unless the Participant has attained retirement age,
            in which case a later distribution date may apply). If a Participant
            terminates employment while receiving scheduled installment
            payments, such installment payments shall continue to be paid in the
            same form of distribution, subject to the Participant's right to
            accelerate the remaining payments in accordance with Section 5.1(e)
            or Section 5.1(f). Notwithstanding the foregoing, if a Participant's
            employment is terminated for cause, as determined by the Company,
            full payment of all remaining amounts in such Participant's Account
            shall be paid in the form of a single lump sum payment as soon as
            practicable after such termination.

        (e) Early Distribution. Notwithstanding any other provision of the Plan,
            a Participant or beneficiary may, at any time prior to or subsequent
            to commencement of payments, request in writing to the Committee to
            have any or all vested amounts in his or her Accounts paid in an
            immediate lump sum distribution, provided that an amount equal to
            ten percent (10%) of the requested distribution shall be permanently
            forfeited from the Participant's Accounts prior to such
            distribution. Any such lump sum distribution shall be paid as soon
            as practicable after the Committee's receipt of the Participant's
            (or beneficiary's) request. The minimum permitted early distribution
            under this Section 5.1(e) shall be $3,000.

        (f) Hardship Distribution. At any time prior to the time an amount is
            otherwise payable hereunder, an active Participant may request a
            distribution of all or a portion of any vested amounts credited to
            the Participant's Accounts on account of the Participant's financial
            hardship, subject to the following requirements:

            (i) Such distribution shall be made, in the sole discretion of the
                Committee, if the Participant has incurred an unforeseeable
                emergency.

           (ii) For purposes of this Plan, an "unforeseeable emergency" shall
                mean an unanticipated emergency that is caused by an event
                beyond the control of the


                                       17




<PAGE>



                Participant and that would result in severe financial hardship
                to the Participant resulting from a sudden and unexpected
                illness or accident of the Participant or of a Participant's
                dependent (as defined in Code section 152(a)), loss of the
                Participant's property due to casualty, or other similar
                extraordinary and unforeseeable circumstances arising as a
                result of events beyond the Participant's control. The
                circumstances that will constitute an unforeseeable emergency
                will depend upon the facts of each case and be based on the
                information supplied by the Participant, in writing, pursuant to
                the procedure prescribed by the Committee. In addition to the
                foregoing, distributions under this subsection shall not be
                allowed for purposes of sending a child to college or the
                Participant's desire to purchase a home or other residence. In
                all events, distributions made on account of an unforeseeable
                emergency are limited to the extent reasonably needed to satisfy
                the emergency need.

          (iii) Notwithstanding the foregoing, payment under this subsection
                may not be made to the extent that such hardship is or may be
                relieved:

                (A) through reimbursement or compensation by insurance or
                    otherwise,

                (B) by liquidation of the Participant's assets, to the extent
                    the liquidation of such assets would not itself cause severe
                    financial hardship, or

                (C) by cessation of deferrals under the Plan.

           (iv) All distributions under this subsection shall be made in cash
                as soon as practicable after the Committee has approved the
                distribution and that the requirements of this subsection have
                been met.

            (v) The minimum permitted hardship withdrawal shall be $3,000.

Section 5.2 Form of Distribution

        (a) General. Except as otherwise provided in this Article V, all amounts
            payable from a Participant's Accounts shall be paid in one of the
            forms of distribution described in Subsections (b) and (c) below, as
            elected by the Participant in a Deferral Election or as modified by
            the Participant in accordance with Subsection (d) below. Any
            Participant who fails to elect a form of distribution with respect
            to any deferral amount (or any compensation type) shall be deemed to
            have elected to receive such amounts in the form of a lump sum
            distribution in cash and, to the extent distributable amounts are
            credited to the Participant's Deferred Stock Account, in shares of
            Common Stock (with any fractional share interest therein paid in
            cash to the extent of the then fair market value thereof).

        (b) Lump Sum Distribution. A Participant may elect, in accordance with
            such procedures established by the Committee, to have any vested
            deferral amounts credited to his Accounts paid in the form of a
            single lump sum distribution at the time otherwise required or
            permitted under the Plan.

        (c) Annual Installment Distributions. A Participant may elect, in
            accordance with such procedures established by the Committee, to
            have any vested deferral amounts credited to his Accounts paid at
            the time otherwise required or permitted in the form of annual
            installments over a 5, 10 or 15-year period commencing at the time
            otherwise required or permitted under the Plan and paid annually
            thereafter for the remainder of the installment period (subject to
            Section 5.1(b)). For these purposes, the amount of each installment
            payment shall be determined by multiplying the value of the
            Participant's remaining vested Accounts by a fraction, the numerator
            of which is one (1) and the denominator of which is the number of
            calendar years remaining in the installment period. Notwithstanding
            the foregoing, if a Participant's employment is terminated for
            cause, as


                                       18




<PAGE>


            determined by the Company, full payment of all remaining amounts in
            such Participant's Account shall be paid in the form of a single
            lump sum payment as soon as practicable after such termination.

        (d) Change in Form

            (i) Notwithstanding the foregoing, in accordance with the written,
                telephonic or electronic procedures prescribed by the Committee,
                a Participant may elect to change the form applicable to a
                particular deferral (or deferred compensation type) at any time,
                provided that such election must be made at least twelve (12)
                consecutive months before the date on which such distribution
                otherwise would have been made or commenced. Any such change
                that is not in effect for at least the applicable twelve (12)
                month period shall be disregarded and the last valid election
                shall be substituted in its place. In the absence of such a
                valid election, distribution shall be made in the form of a
                single lump sum distribution in cash and, to the extent
                distributable amounts are credited to the Participant's Deferred
                Stock Account, in shares of Common Stock (with any fractional
                share interest therein paid in cash to the extent of the then
                fair market value thereof).

           (ii) In addition, with respect to a Participant who has commenced
                receiving installment payments, such Participant may elect,
                pursuant to the written, telephonic or electronic method
                prescribed by the Committee (or its delegate), to have all
                remaining installment payments that are otherwise to be paid to
                the Participant at least twelve (12) months after the date of
                the election be accelerated and paid in a single lump sum
                payment as of a date specified by the Committee that is at least
                twelve (12) months after the date of the election.


                                       19




<PAGE>


                                   ARTICLE VI

                               General Provisions

Section 6.1 Unsecured Promise to Pay

        The Company shall make no provision for the funding of any amounts
        payable hereunder that (i) would cause the Plan to be a funded plan for
        purposes of section 404(a)(5) of the Code, or Title I of ERISA, or (ii)
        would cause the Plan to be other than an "unfunded and unsecured promise
        to pay money or other property in the future" under Treasury Regulations
        ss. 1.83-3(e); and, except to the extent specified in the Stock Trust
        following a "change of control" (as defined in the Stock Trust) of the
        Company, the Company shall have no obligation to make any arrangement
        for the accumulation of funds to pay any amounts under this Plan.
        Subject to the restrictions of the preceding sentence and in Section
        4.3, the Company, in its sole discretion, may establish one or more
        grantor trusts described in Treasury Regulations ss. 1.677(a)-1(d) to
        accumulate funds and/or shares of Common Stock to pay amounts under this
        Plan, provided that the assets of such trust(s) shall be required to be
        used to satisfy the claims of the Company's general creditors in the
        event of the Company's bankruptcy or insolvency.

Section 6.2 Plan Unfunded

        In the event that the Company (or one of its subsidiaries) shall decide
        to establish an advance accrual reserve on its books against the future
        expense of payments hereunder, such reserve shall not under any
        circumstances be deemed to be an asset of this Plan but, at all times,
        shall remain a part of the general assets of the Company (or such
        subsidiary), subject to claims of the Company's (or such subsidiary's)
        creditors. A person entitled to any amount under this Plan shall be a
        general unsecured creditor of the Company (or the Participant's employer
        subsidiary) with respect to such amount. Furthermore, a person entitled
        to a payment or distribution with respect to any amounts credited to
        Participant Accounts shall have a claim upon the Company (or the
        Participant's employer subsidiary) only to the extent of the vested
        balance(s) credited to such Accounts.

Section 6.3 Designation of Beneficiary

        The Participant's beneficiary under this Plan with respect to amounts
        credited to the Participant's Accounts hereunder shall be the person
        designated to receive benefits on account of the Participant's death on
        a form provided by the Committee.

Section 6.4 Expenses

        All commissions, fees and expenses that may be incurred in operating the
        Plan and any related trust(s) established in accordance with the Plan
        (including the Stock Trust) will be paid by the Company.

Section 6.5 Voting Common Stock

        Each Participant who has a Deferred Stock Account shall be entitled to
        provide directions to the Committee to cause the Committee to similarly
        direct the Trustee of the Stock Trust to vote, on any matter presented
        for a vote to the shareholders of the Company, that number of shares of
        Common Stock held by the Stock Trust equivalent to the number of shares
        of Common Stock credited to the Participant's Deferred Stock Account.
        The Committee shall arrange for distribution to all such Participants in
        a timely manner all communications directed generally to the
        shareholders of the Company as to which their votes are solicited.

Section 6.6 Non-Assignability

        Participants, their legal representatives and their beneficiaries shall
        have no right to anticipate, alienate, sell, assign, transfer, pledge or
        encumber their interests in the Plan, nor shall such


                                       20




<PAGE>


        interests be subject to attachment, garnishment, levy or execution by or
        on behalf of creditors of the Participants or of their beneficiaries.

Section 6.7 Mandatory Deferral

        Notwithstanding any other provision of this Plan, the Compensation and
        Benefits Committee of the Company's Board of Directors may require an
        employee to defer: (i) the portion of any Base Salary, Bonus amount or
        SERP distribution, or (ii) the portion of any payment from any Account
        hereunder, in any case where the Company anticipates that such portion
        otherwise would be nondeductible pursuant to section 162(m) of the Code.

Section 6.8 Employment/Participation Rights

        (a) Nothing in the Plan shall interfere with or limit in any way the
            right of the Company to terminate any Participant's employment at
            any time, nor confer upon any Participant any right to continue in
            the employ of the Company.

        (b) Nothing in the Plan shall be construed to be evidence of any
            agreement or understanding, express or implied, that the Company
            will continue to employ a Participant in any particular position or
            at any particular rate of remuneration.

        (c) No employee shall have a right to be selected as a Participant, or,
            having been so selected, to be continued as a Participant.

        (d) Nothing in this Plan shall affect the right of a recipient to
            participate in and receive benefits under and in accordance with any
            pension, profit-sharing, deferred compensation or other benefit plan
            or program of the Company.

Section 6.9 Severability

        If any particular provision of the Plan shall be found to be illegal or
        unenforceable for any reason, the illegality or lack of enforceability
        of such provision shall not affect the remaining provisions of the Plan,
        and the Plan shall be construed and enforced as if the illegal or
        unenforceable provision had not been included.

Section 6.10 No Individual Liability

        It is declared to be the express purpose and intention of the Plan that
        no liability whatsoever shall attach to or be incurred by the
        shareholders, officers, or directors of the Company (or any affiliate)
        or any representative appointed hereunder by the Company (or any
        affiliate), under or by reason of any of the terms or conditions of the
        Plan.

Section 6.11 Tax Withholding

        The Company shall have the right to deduct from all payments made from
        the Plan any federal, state, or local taxes required by law to be
        withheld with respect to such payments.

Section 6.12 Applicable Law

        This Plan shall be governed by and construed in accordance with the laws
        of the State of New Jersey except to the extent governed by applicable
        federal law.

Section 6.13 Incompetency

        Any person receiving or claiming benefits under the Plan shall be
        conclusively presumed to be mentally competent and of age until the
        Committee receives written notice, in a form and manner acceptable to
        it, that such person is incompetent or a minor, and that a guardian,
        conservator, or other person legally vested with the care of his estate
        has been appointed. If the Committee finds


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<PAGE>


        that any person to whom a benefit is payable under the Plan is unable to
        properly care for his or her affairs, or is a minor, then any payment
        due (unless a prior claim therefor shall have been made by a duly
        appointed legal representative) may be paid to the spouse, a child, a
        parent, or a brother or sister, or to any person deemed by the Committee
        to have incurred expense for the care of such person otherwise entitled
        to payment. If a guardian or conservator of the estate of any person
        receiving or claiming benefits under the Plan shall be appointed by a
        court of competent jurisdiction, payments shall be made to such guardian
        or conservator provided that proper proof of appointment is furnished in
        a form and manner suitable to the Committee. Any payment made under the
        provisions of this Section shall be a complete discharge of liability
        therefor under the Plan.

Section 6.14 Notice of Address

        Any payment made to a Participant or a designated beneficiary at the
        last known post office address of the distributee on file with the
        Committee, shall constitute a complete acquittance and discharge of any
        obligations of the Company under this Plan, unless the Committee shall
        have received prior written notice of any change in the condition or
        status of the distributee. Neither the Committee, the Company nor any
        director, officer, or employee of the Company shall have any duty or
        obligation to search for or ascertain the whereabouts of a Participant
        or a designated beneficiary.


                                       22




<PAGE>


                                   ARTICLE VII
                                 Administration

Section 7.1 Committee

        Prior to a Change in Control, the Plan shall be administered by the
        Committee. The Committee shall have the exclusive right to interpret the
        Plan (including questions of construction and interpretation) and the
        decisions, actions and records of the Committee shall be conclusive and
        binding upon the Company and all persons having or claiming to have any
        right or interest in or under the Plan. The Committee may delegate to
        such officers, employees or departments of the Company, or to
        service-providers or other persons, such authority, duties, and
        responsibilities of the Committee as it, in its sole discretion,
        considers necessary or appropriate for the proper and efficient
        operation of the Plan, including, without limitation, (i) interpretation
        of the Plan, (ii) approval and payment of claims, and (iii)
        establishment of procedures for administration of the Plan.
        Notwithstanding the foregoing, after a Change in Control, the trustee of
        any grantor trust established for the purpose of accumulating funds to
        satisfy the obligations incurred by the Company under this Plan shall
        administer the Plan and shall have the same privileges and rights as
        given to the Committee prior to a Change in Control.

Section 7.2 Claims Procedure

        Any person dissatisfied with the Committee's determination of a claim
        for benefits (or claim for eligibility for participation) hereunder must
        file a written request for reconsideration with the Committee. This
        request must include a written explanation setting forth the specific
        reasons for such reconsideration. The Committee shall review its
        determination promptly and render a written decision with respect to the
        claim, setting forth the specific reasons for such denial written in a
        manner calculated to be understood by the claimant. Such claimant shall
        be given a reasonable time within which to comment, in writing, to the
        Committee with respect to such explanation. The Committee shall review
        its determination promptly and render a written decision with respect to
        the claim. Such decision of the Committee shall be conclusive, binding,
        and final upon all claimants under this Plan.


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<PAGE>


                                  ARTICLE VIII
                    Amendment, Termination and Effective Date

Section 8.1 Amendment of the Plan

        Subject to Section 8.3, the Plan may be wholly or partially amended or
        otherwise modified at any time by written action of the Board of
        Directors.

Section 8.2 Termination of the Plan

        Subject to the provisions of Section 8.3, the Plan may be terminated at
        any time by written action of the Board of Directors.

Section 8.3 No Impairment of Benefits

        Notwithstanding the provisions of Sections 8.1 and 8.2, no amendment to
        or termination of the Plan shall reduce the amount credited to any
        Participant's Accounts hereunder.

Section 8.4 Effective Date

        The Plan, as previously amended and restated, was effective as of August
        15, 1996. The Plan as set forth herein is amended and restated effective
        as of November 1, 2001.


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</TEXT>
</DOCUMENT>
