Unless this
certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation
(“DTC”), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
BECTON, DICKINSON AND
COMPANY
6.000% Notes due May 15,
2039
BECTON, DICKINSON
AND COMPANY, a New Jersey corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”) for value received,
hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of $250,000,000 on May 15, 2039 and to pay
interest, on May 15 and November 15 of each year,
commencing November 16, 2009, on said principal sum at the
rate of 6.000% per annum, from May 15, 2009 or from the most
recent interest payment date to which interest has been paid or
provided for, as the case may be, until payment of said principal
sum has been made or duly provided for; provided, however ,
that payment of interest may be made at the option of the Company
(i) by check mailed to the address of the person entitled
thereto as such address shall appear on the register of Notes or
(ii) by transfer in immediately available funds to an account
maintained by the person entitled thereto as specified in the
register of Notes. The interest so payable on any May 15 or
November 15 will, subject to certain exceptions provided in
the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Note is registered at the close of
business on the May 1 or November 1 immediately preceding the
applicable interest payment date.
Reference is made
to the further provisions of this Note set forth on the reverse
hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Note shall
not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse
hereof.
IN WITNESS HEREOF,
Becton, Dickinson and Company has caused this Note to be executed
in its name and on its behalf by the signatures of two of its
officers authorized to execute Securities pursuant to the Indenture
and has caused its corporate seal to be affixed hereunto or
imprinted hereon.
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BECTON,
DICKINSON AND COMPANY
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By:
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David V.
Elkins
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Executive Vice
President and Chief
Financial Officer
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By:
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Richard K.
Berman
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Vice President
and Treasurer
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TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
This Note is
one of the Securities of the series referred to herein issued
pursuant to the within-mentioned Indenture.
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THE BANK OF NEW
YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
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By:
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Authorized Officer
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BECTON, DICKINSON AND
COMPANY
6.000% Notes due May 15,
2039
This Note is one
of a duly authorized issue of debentures, notes or other evidences
of indebtedness of the Company (herein called the
“Securities”) of the series hereinafter specified, all
issued or to be issued under and pursuant to an Indenture, dated as
of March 1, 1997 (as amended or supplemented, herein called
the “Indenture”), duly executed and delivered by the
Company and The Bank of New York Mellon Trust Company, N.A., as
successor to JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as Trustee (herein called the
“Trustee”), to which the Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties, obligations
and immunities thereunder of the Company, the Trustee and the
holders of the Securities. The Securities may be issued in one or
more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. This Note is one of a
series designated as the 6.000% Notes due May 15, 2039 (the
“Notes”) limited in aggregate principal amount to
$250,000,000 (except as in the Indenture provided). The Company
may, from
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