Definitive Proxy Statement

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12

DEF 14A 1 d630272ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

C. R. Bard, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

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¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

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Date Filed:

LOGO

C. R. BARD, INC.

730 Central Avenue

Murray Hill, New Jersey 07974

March 14, 2014

Dear Shareholder:

Your Board of Directors joins me in extending an invitation to attend the 2014 Annual Meeting of Shareholders, which will be held on Wednesday, April 16, 2014, at the Wyndham Hamilton Park Hotel and Conference Center, 175 Park Avenue, Florham Park, New Jersey 07932. The meeting will start promptly at 10:00 a.m.

We sincerely hope you will be able to attend and participate in the meeting. We will be acting on the items set forth in the accompanying Notice and Proxy Statement.

If you plan to attend the meeting and are a shareholder of record at the close of business on February 24, 2014, please mark your proxy card in the space provided for that purpose. An admission ticket is included with the proxy card for each shareholder of record. If your shares are not registered in your name, please advise the shareholder(s) of record (your bank, broker or other nominee) that you wish to attend. That firm must provide you with evidence of your ownership, which will enable you to gain admission to the meeting.

Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. As a shareholder of record, you can vote your shares by telephone or over the Internet in accordance with the instructions set forth on the enclosed proxy card, or mark your vote on the proxy card, sign and date it and mail it in the envelope provided. Under NYSE rules, banks, brokers or other nominees cannot exercise discretionary voting on most items to be voted upon at the meeting. If you are not a shareholder of record, please follow the instructions provided by your bank, broker or other nominee so that your shares are voted at the meeting on all matters accordingly.

Sincerely,

LOGO

TIMOTHY M. RING

Chairman and

Chief Executive Officer

C. R. BARD, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 16, 2014

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of C. R. Bard, Inc. will be held on Wednesday, April 16, 2014, at the Wyndham Hamilton Park Hotel and Conference Center, 175 Park Avenue, Florham Park, NJ 07932 at 10:00 a.m. for the following purposes:

To elect seven director nominees each for a term of one year;

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2014;

To approve the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated;

To approve certain provisions of the Executive Bonus Plan of C. R. Bard, Inc.;

To approve the compensation of our named executive officers on an advisory basis;

To consider and vote upon a shareholder proposal relating to sustainability reporting, if properly presented at the meeting;

To consider and vote upon a shareholder proposal relating to separating the Chair and CEO roles, if properly presented at the meeting; and

To transact such other business as may properly come before the meeting and any adjournments thereof.

Only shareholders of record at the close of business on February 24, 2014 are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

Copies of the 2013 Annual Report to Shareholders and Form 10-K of C. R. Bard, Inc. for 2013 are enclosed with this Notice, the attached Proxy Statement and the accompanying proxy card or voting instruction form.

All shareholders are urged to attend the meeting in person or by proxy.

By order of the Board of Directors

PETER M. KREINDLER

Senior Vice President, General Counsel and Secretary

March 14, 2014

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held on April 16, 2014:

The Proxy Statement, the 2013 Annual Report to Shareholders and the Form 10-K of C. R. Bard, Inc.

for 2013 are available at www.edocumentview.com/bcr.

NO MATTER HOW MANY SHARES YOU OWNED

ON THE RECORD DATE, YOUR VOTE IS IMPORTANT.

PLEASE INDICATE YOUR VOTING INSTRUCTIONS EITHER: (i) BY TELEPHONE AS DIRECTED ON THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM; (ii) OVER THE INTERNET AS DIRECTED ON THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM; OR (iii) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM AND RETURNING IT PROMPTLY IN THE SELF-ADDRESSED ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN PHONING IN YOUR VOTE, VOTING OVER THE INTERNET OR MAILING YOUR PROXY CARD OR VOTING INSTRUCTION FORM PROMPTLY.

PROXY STATEMENT SUMMARY

This summary highlights selected information in this Proxy Statement. Please review the entire Proxy Statement and the 2013 Annual Report before voting.

SUMMARY OF SHAREHOLDER VOTING MATTERS


Voting Matters	Board Vote Recommendation	For More Information, Refer to:
1 – Election of Directors	FOR each nominee	p. 8
2 – Ratification of Our Independent Registered Public Accounting Firm	FOR	p. 77
3 – Approval of 2012 Long Term Incentive Plan, as Amended and Restated	FOR	p. 78
4 – Approval of Certain Provisions of the Executive Bonus Plan	FOR	p. 85
5 – Approval of the Compensation of Named Executive Officers on Advisory Basis	FOR	p. 87
6 – Shareholder Proposal Relating to Sustainability Reporting	AGAINST	p. 88
7 – Shareholder Proposal Relating to Separating Chair and CEO Roles	AGAINST	p. 92

2013 PERFORMANCE HIGHLIGHTS

In January 2013, in response to sustained challenges in the medical device market, Bard announced a multi-year investment plan with the goal of returning the Company to above-market revenue growth and profitability longer-term. This investment plan includes spending approximately $70 million in over 40 targeted projects that the Company believes provide opportunities for improved long-term revenue growth. Bard included the financial impact of this investment plan in its annual guidance to investors in January 2013, which projected a decline in earnings in 2013, excluding the impact of items that affect comparability.

While significantly increasing our investment in research and development, we continued to expand in faster-growing geographies (particularly emerging markets) and sought to acquire new platforms to shift the mix of our portfolio toward higher, sustainable growth. More specifically, in 2013 we:

•

Achieved sales of $3.05 billion, reflecting 3% growth from 2012;

•

Initiated an investment plan with the objective to accelerate revenue growth;

•

Acquired three technology platforms growing double digits and divested a declining business;

•

Met primary endpoints on a key clinical trial for drug-coated balloons; and

•

Received $895 million from a long-standing patent dispute.

(i)

PROPOSAL TO APPROVE ADDITIONAL SHARES UNDER 2012 LONG TERM INCENTIVE PLAN

As we have done in four of the last five years, we are requesting that shareholders authorize additional shares of common stock under the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated (the “Long Term Incentive Plan”) to cover anticipated awards to be granted in accordance with our normal compensation practices. This year, we are requesting an additional 2,900,000 shares.

Why are we making this request?

•

The Long Term Incentive Plan is a key component of our pay-for-performance compensation philosophy.

•

There are a limited number of shares of common stock available under the Long Term Incentive Plan.

•

This request is consistent with the number of shares requested in the past.

•

For purposes of compensation planning, we generally request additional shares to provide us with sufficient shares for one annual equity grant cycle beyond the current year’s equity cycle.

What if the additional shares are not authorized?

•

According to our projections, we lack a sufficient share reserve under the Long Term Incentive Plan to issue stock-settled equity awards under our carefully designed executive compensation program after the 2014 annual grant cycle.

•

We would instead be reliant on cash-settled awards to link pay and performance, and may need to design and implement a new cash-settled long-term incentive plan, either of which could have significant consequences to us and our shareholders.

•

Cash-settled awards could increase compensation expense and contribute to greater volatility in reported earnings because cash-settled awards that are linked to stock performance require periodic mark-to-market accounting based on the Company’s stock price.

•

For example, with respect to the grants made for the 2012 equity award cycle, total compensation expense in 2013 was approximately $22 million; however, had these awards been cash-settled, the estimated compensation expense in 2013 would have been approximately $36 million.

What is the impact of authorizing additional shares under the Long Term Incentive Plan?

•

Authorizing additional shares under the Long Term Incentive Plan will likely impact overhang and dilution calculations, which many shareholders use to determine whether to approve a proposal such as ours.

•

We recognize that overhang and dilution, as well as burn rate, are important considerations, but these calculations are negatively impacted by our capital management practices, including share repurchases, which return value to our shareholders.

•

As a result of our repurchases, our outstanding common stock has decreased by approximately 20% from 2009 to 2013, which has more than offset the dilution created by equity issuance.

(ii)

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

Our ongoing shareholder engagement efforts and discussions with our investors have produced meaningful learning for the Compensation Committee and for management regarding investors’ views on our executive compensation program. Throughout 2012 and 2013, we actively sought opportunities to gather feedback from our institutional investors on our executive compensation program and practices. We had conversations with many of our shareholders’ portfolio managers and corporate governance advisors by telephone and in-person to invite commentary on our compensation programs and practices.

Below are several changes we have made to our compensation program over recent years that address our shareholders’ feedback and concerns, most of which were approved by the Compensation Committee as a part of its ongoing effort to examine the various elements of our compensation program. We will continue to analyze our compensation practices to ensure that our executive compensation is appropriately aligned with the interests of our shareholders.

Notable Changes Made to Our Executive Compensation Program:

•

Added a new double trigger to our change of control provision in the 2012 Long Term Incentive Plan

•

Adopted a clawback policy

•

Eliminated two of our largest peers from our compensation comparator peer group

•

Modified targeted benchmarking to reference the peer group 50^th percentile (from the peer group 50^th – 75^th percentile)

•

Eliminated earnings per share (EPS) for short-term incentive & long-term incentive and introduced balanced incentive design

•

Changed long-term incentive (LTI) mix to 33% performance units, 33% performance–contingent restricted stock units, and 34% stock options to place more emphasis on performance-based compensation

•

Lengthened measurement periods for performance-based LTI (not less than 2 years)

•

Discontinued retention grants

•

Introduced a relative performance metric (total shareholder return (TSR))

(iii)

GOVERNANCE HIGHLIGHTS

As part of Bard’s commitment to high ethical standards, our Board follows sound governance practices. These practices are described in more detail on pages 15-22 and in our Governance Guidelines, which can be found in the Governance section of our website.


Independence		• 9 out of our 11 directors are independent. • All of the Board Committees that met during 2013 are composed exclusively of independent directors. • Each member of the Audit Committee is independent under the provisions of the Sarbanes-Oxley Act of 2002. • Each member of the Compensation Committee meets the NYSE enhanced independence standards pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Independent Lead Director		• We have an independent lead director, who is selected by the independent directors. • The lead director serves as liaison between management and the other non-management directors. • The lead director’s term is limited to three consecutive, one-year terms.
Executive Sessions		• The independent directors regularly meet in private without management. • The lead director presides at these executive sessions.
Board Oversight of Risk Management		• The Board and Committee meeting process is designed to ensure that key risks are reviewed at Board and Committee meetings. • Directors are informed of and review various areas of risk including those associated with operational matters, finance, regulatory and product quality issues, and legal proceedings, among others. • The Audit Committee reviews our overall enterprise risk management policies and practices and financial risk exposures.
Stock Ownership Requirements		• Our independent directors must hold at least four times the annual cash retainer payable to each director (currently $200,000) of Bard common stock within five years of joining the Board. • Stock ownership guidelines requiring our executives to hold significant amounts of our common stock to align executives with our shareholders. ^¡ Our CEO must hold Bard common stock valued at five times his base salary. ^¡ Our President and COO must hold common stock valued at four times his base salary, and other named executive officers must hold common stock valued at three times their base salary.
Board Practices		• Our Board annually evaluates the effectiveness of the Board and its Committees. • The Board considers nomination of directors in light of their strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board. • Directors may not stand for election after age 74. • Any incumbent director who receives less than a majority of the votes cast in an uncontested election must tender his or her resignation promptly.
Accountability		• Clawback policy that allows the Company to recoup incentive-based compensation paid under certain circumstances. • We declassified our Board in 2012, and by the 2015 Annual Meeting of Shareholders, all directors will stand for election annually. • In uncontested elections, directors must be elected by a majority of votes cast.

(iv)

TABLE OF CONTENTS


GENERAL INFORMATION			1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			6
SECURITY OWNERSHIP OF MANAGEMENT			7
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			8
PROPOSAL NO. 1 – ELECTION OF DIRECTORS			8
CORPORATE GOVERNANCE			15
DIRECTOR INDEPENDENCE			15
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD			15
EXECUTIVE OFFICER COMPENSATION			23
COMPENSATION DISCUSSION AND ANALYSIS			23
COMPENSATION COMMITTEE REPORT			45
SUMMARY COMPENSATION TABLE			46
GRANTS OF PLAN-BASED AWARDS IN 2013			54
OUTSTANDING AND EXERCISED EQUITY AWARDS			56
PENSION BENEFITS			58
NONQUALIFIED DEFERRED COMPENSATION			60
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL			62
DIRECTOR COMPENSATION			71
FEES AND DEFERRED COMPENSATION			72
STOCK AWARDS AND OPTION AWARDS			72
STOCK EQUIVALENT PLAN FOR OUTSIDE DIRECTORS			73
MATCHING GIFT PROGRAM			74
RELATED PERSON TRANSACTIONS			74
POLICIES AND PROCEDURES FOR TRANSACTIONS WITH RELATED PERSONS			74
EQUITY COMPENSATION PLAN INFORMATION			75
AUDIT COMMITTEE REPORT			76
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			77
PROPOSAL NO. 3 – APPROVAL OF THE 2012 LONG TERM INCENTIVE PLAN OF C. R. BARD, INC., AS AMENDED AND RESTATED			78
PROPOSAL NO. 4 – APPROVAL OF CERTAIN PROVISIONS OF THE EXECUTIVE BONUS PLAN OF C. R. BARD, INC., AS AMENDED AND RESTATED			85
PROPOSAL NO. 5 – APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ON AN ADVISORY BASIS			87
PROPOSAL NO. 6 – SHAREHOLDER PROPOSAL RELATING TO SUSTAINABILITY REPORTING			88
PROPOSAL NO. 7 – SHAREHOLDER PROPOSAL RELATING TO SEPARATE CHAIR & CEO			92
MISCELLANEOUS			95
PROPOSALS OF SHAREHOLDERS			95
HOUSEHOLDING			95
Appendix A – INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES			A-1
Appendix B – 2012 LONG TERM INCENTIVE PLAN			B-1
Appendix C – EXECUTIVE BONUS PLAN			C-1

C. R. BARD, INC.

730 Central Avenue

Murray Hill, New Jersey 07974

PROXY STATEMENT

GENERAL INFORMATION

We are furnishing this proxy statement to the shareholders of C. R. Bard, Inc. in connection with the solicitation by our Board of Directors of proxies to be voted at the 2014 Annual Meeting of Shareholders (the “Annual Meeting”) referred to in the attached notice and at any adjournments of that meeting. The Annual Meeting will be held on Wednesday, April 16, 2014, at the Wyndham Hamilton Park Hotel and Conference Center, 175 Park Avenue, Florham Park, NJ 07932, at 10:00 a.m. We expect to mail this proxy statement and the accompanying proxy card or voting instruction form beginning on March 14, 2014 to each shareholder entitled to vote.

When used in this proxy statement, the terms “we,” “us,” “our,” “the Company”, “Bard” and “C. R. Bard” refer to C. R. Bard, Inc. The terms “Board of Directors” and “Board” refer to the Board of Directors of C. R. Bard, Inc.

WHO IS ENTITLED TO VOTE?

All record holders of our common stock as of the close of business on February 24, 2014, which is the record date, are entitled to vote. You are a “record holder” if your shares are held in your name. If your shares are held through a bank, broker or other nominee, your shares are held in “street name.” See the information below on instructing your bank, broker or other nominee to vote your shares.

HOW DO I VOTE, IF I AM A RECORD HOLDER?

If you are a record holder, you may vote using any one of the following methods:

•

By mail: You may vote by completing, signing and dating the enclosed proxy card and returning it in the self-addressed envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as an officer of a corporation, executor or trustee), you must indicate your name and title;

•

By telephone or over the Internet: Follow the telephone or Internet voting instructions on your proxy card or voting instruction form. If you vote by telephone or over the Internet, you need not return your proxy card; or

•

In Person: Attend the Annual Meeting to vote by ballot.

HOW DO I HAVE MY SHARES VOTED IF THEY ARE HELD IN STREET NAME?

If your shares are held in street name, please refer to the voting instructions provided by your bank, broker or other nominee in order to have your shares voted.

If you hold your shares in street name and you wish to vote your shares in person at the Annual Meeting, you must obtain a valid proxy issued in your name from your bank, broker or other nominee.

CAN I ACCESS THE PROXY MATERIALS ON THE INTERNET INSTEAD OF RECEIVING PAPER COPIES?

This proxy statement (along with a letter and notice to shareholders), the 2013 Annual Report to Shareholders and the Form 10-K of C. R. Bard for 2013 (the “Proxy Materials”) are available for viewing at www.edocumentview.com/bcr.

If you are a record holder, you can vote this proxy on the Internet at www.envisionreports.com/bcr. You may also enroll in the electronic proxy delivery service at any time by going directly to www.computershare-na.com/green and following the instructions.

If you hold your shares in street name, please refer to the information provided by your bank, broker or other nominee for instructions on how to elect to access future proxy materials on the Internet.

WHAT PROPOSALS WILL BE VOTED ON AT THE ANNUAL MEETING?

Record holders are entitled to vote on the following proposals:

•

Election of seven director nominees, each for a term of one year;

•

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2014;

•

Approval of the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated (the “2012 Long Term Incentive Plan”);

•

To approve certain provisions of the Executive Bonus Plan of C. R. Bard, Inc.;

•

An advisory vote to approve the compensation of our named executive officers;

•

A shareholder proposal relating to sustainability reporting, if properly presented at the meeting; and

•

A shareholder proposal relating to separating the Chair and CEO roles, if properly presented at the meeting.

If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon those matters according to their discretion.

You should specify your choices with regard to each of the proposals by telephone, over the Internet or on the enclosed proxy card or voting instruction form. The persons named as proxies will vote all properly executed proxy cards or voting instruction forms that are delivered by shareholders to us in time to be voted at the Annual Meeting (and that are not revoked as described below) in accordance with the directions noted on the proxy card or voting instruction form. In the absence of such instructions from you, the persons named as proxies will vote the shares represented by a signed and dated proxy card in the manner recommended by the Board.

WHAT ARE THE BOARD OF DIRECTORS’ VOTING RECOMMENDATIONS?

Our Board of Directors recommends that you vote your shares as follows:

•

FOR all director nominees for election as set forth under Proposal No. 1;

•

FOR the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2014 as set forth under Proposal No. 2;

•

FOR the approval of the 2012 Long Term Incentive Plan as set forth under Proposal No. 3;

•

FOR the approval of certain provisions of the Executive Bonus Plan of C. R. Bard, Inc. under Proposal No. 4;

•

FOR the approval, on an advisory basis, of the compensation of our named executive officers, as set forth under Proposal No. 5;

•

AGAINST the shareholder proposal relating to sustainability reporting as set forth under Proposal No. 6; and

•

AGAINST the shareholder proposal relating to separating the Chair and CEO roles as set forth under Proposal No. 7.

WHAT IS THE VOTING REQUIREMENT TO ELECT THE DIRECTORS AND TO APPROVE EACH OF THE PROPOSALS?

Our Restated Certificate of Incorporation provides for majority voting in uncontested elections of directors. As a result, directors must be elected by the affirmative vote of a majority of the votes cast in an uncontested election. A majority of the votes cast means that the number of votes cast in favor of a director nominee must exceed the number of votes cast against that director nominee. For purposes of determining the number of votes cast at the Annual Meeting, only those votes cast “For” or “Against” are included in the calculation of votes cast. In the event that an incumbent director nominee fails to receive the vote required for election to the Board of Directors, that director nominee is required to promptly tender his or her resignation pursuant to the director resignation policy adopted as part of our Corporate Governance Guidelines. See “Proposal No. 1 – Election of Directors” below for further discussion regarding such a tendered resignation.

In a contested election, which is any election in which the number of nominees exceeds the number of directors to be elected, our directors must be elected by a plurality of the votes cast.

Your bank, broker or other nominee may not vote your shares for the election of directors at the Annual Meeting, unless you inform such person how you want your shares voted. In addition, pursuant to rules passed in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), your bank, broker or other nominee may not vote your shares with respect to the “Say-on-Pay” advisory vote, unless you inform them how to vote.

The approval of Proposal Nos. 2, 3, 4, 6 and 7 requires the affirmative vote of a majority of the votes cast on each proposal. For purposes of determining the number of votes cast at the Annual Meeting with respect to Proposal Nos. 2, 3, 4, 6 and 7, only those votes cast “For” or “Against” are included in the calculation of votes cast. On Proposal No. 5, the “Say-on-Pay” advisory vote, a majority of the votes cast will reflect the advice of the shareholders. Our transfer agent will tabulate the votes cast at the Annual Meeting. Abstentions and/or broker non-votes are counted as shares present at the Annual Meeting for purposes of determining a quorum. Abstentions and/or broker non-votes are not counted as votes cast and are therefore not included in the determination of the shares voted on Proposal Nos. 1, 2, 3, 4, 5, 6 or 7.

HOW DO I VOTE IF I HOLD MY SHARES IN OUR 401(K) PLAN?

Participants in our 401(k) plan may direct the plan trustee how to vote the shares allocated to their accounts. The 401(k) plan provides that the trustee will vote any shares for which the trustee does not receive voting instructions in the same proportion as the shares voted by the plan’s participants. To allow sufficient time for the trustee to vote your shares under your 401(k) plan, your voting instructions must be received by 9:00 a.m. New York time on April 14, 2014.

WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS?

Shareholders of Record. If you are a shareholder of record and you:

•

Indicate when voting over the Internet or by telephone that you wish to vote as recommended by the Board; or

•

Sign and return a proxy card without giving specific voting instructions,

then the persons named as proxies will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Street Name Holders. If you hold your shares in street name (through a bank, broker or other nominee) and do not provide specific voting instructions, then, under the rules of the New York Stock Exchange, the bank, broker or other nominee may generally vote on routine matters but cannot vote on non-routine matters. If you do not provide voting instructions on non-routine matters, your shares will not be voted by your bank, broker or other nominee. This is referred to as a “broker non-vote.”

WHAT ARE BROKER NON-VOTES?

A broker non-vote occurs when a bank or brokerage firm does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Absent voting instructions from the beneficial owner, a bank or brokerage firm may not vote on any proposal that is considered “non-routine.”

WHICH BALLOT MEASURES ARE CONSIDERED “ROUTINE” OR “NON-ROUTINE”?

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2014 (Proposal No. 2) is considered a routine matter. A bank, broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2.

The election of directors (Proposal No. 1), the vote to approve the 2012 Long Term Incentive Plan (Proposal No. 3), the approval of certain provisions of the Executive Bonus Plan of C. R. Bard, Inc. (Proposal No. 4), the approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 5), the shareholder proposal relating to sustainability reporting (Proposal No. 6) and the shareholder proposal relating to separating the Chair and CEO roles (Proposal No. 7) are matters that are considered non-routine. A bank, broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal Nos. 1, 3, 4, 5, 6 and 7.

HOW CAN I CHANGE MY VOTE OR REVOKE MY PROXY?

Any record holder delivering a proxy has the power to change his, her or its vote and/or revoke his, her or its proxy at any time before it is voted by:

•

giving notice of revocation in writing to our Secretary, at C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey 07974 (by mail or overnight delivery);

•

executing and delivering to our Secretary or our transfer agent, Computershare Trust Company, a proxy card relating to the same shares bearing a later date than the original proxy card; or

•

voting in person at the Annual Meeting.

Please note, however, that under the rules of the national stock exchanges, any holder of our common stock whose shares are held in street name by a member brokerage firm may revoke his, her or its proxy and vote his, her or its shares in person at the Annual Meeting only in accordance with applicable rules and procedures of those exchanges, as employed by the street name holder’s brokerage firm. In addition, if you hold your shares in street name, you must have a valid proxy from the record holder of the shares to vote in person at the Annual Meeting.

WHAT CONSTITUTES A QUORUM?

Under New Jersey law and our by-laws, the presence in person or by proxy of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum. On February 24, 2014, the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting, our outstanding voting securities consisted of 77,445,785 shares of common stock. Each share is entitled to one vote.

WHO CAN ATTEND THE ANNUAL MEETING?

If you are a record holder as of the record date, you may attend the Annual Meeting and must present the Admission Ticket attached to your proxy card. If you hold your shares in street name, you will need to provide proof of ownership from your bank, broker or other nominee.

HOW CAN I FIND VOTING RESULTS OF THE ANNUAL MEETING?

We will announce preliminary voting results at the Annual Meeting and file a Form 8-K with the Securities and Exchange Commission indicating final results.

HOW CAN I GET A COPY OF THE DOCUMENTS REFERRED TO IN THIS PROXY STATEMENT?

This proxy statement refers to certain documents that are available on our website located at www.crbard.com. A copy of these documents is also available, free of charge, upon written request sent to C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey 07974, Attention: Secretary.

WHO BEARS THE COST OF SOLICITING PROXIES?

We have retained Georgeson Shareholder Communications, Inc. to solicit proxies for a fee of $9,000, plus reasonable out-of-pocket expenses. Our officers and other employees may also solicit proxies. The cost of solicitation will be borne by the Company.

HOW DO I COMMUNICATE WITH OUR BOARD OF DIRECTORS?

Shareholders may communicate directly with our Board of Directors, the independent members of our Board of Directors or our Audit Committee. The process for doing so is described on our website at www.crbard.com on the “Contacts” page.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below indicates all persons who, to our knowledge, beneficially owned more than 5% of our outstanding common stock as of February 24, 2014.


Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percent of Class⁽¹⁾
Yacktman Asset Management LP 6300 Bridgepoint Pkwy, Bldg. 1, Suite 500 Austin, TX 78730	7,755,464⁽²⁾		10.0	%
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	5,904,080⁽³⁾		7.6	%
BlackRock, Inc. 40 East 52^nd Street New York, NY 10022	4,953,695⁽⁴⁾		6.4	%
The Bank of New York Mellon Corporation One Wall St. 31^st Floor New York, NY 10286	4,582,180⁽⁵⁾		5.9	%
Goldman Sachs Asset Management 200 West St. New York, NY 10282	4,506,965⁽⁶⁾		5.8	%
State Street Corporation. State Street Financial Center One Lincoln St. Boston, MA 02111	3,929,983⁽⁷⁾		5.1	%

(1)	Percentage of class calculation made based on 77,579,934 shares outstanding as of January 31, 2014.

(2)

Reflects sole voting power with respect to 7,727,164 shares, sole dispositive power with respect to 7,755,464 shares, and shared voting power and dispositive with respect to 0 shares. The foregoing information is based solely on Amendment No. 3 to the Schedule 13G filed by Yacktman Asset Management LP with the SEC on February 10, 2014 that reported beneficial ownership as of December 31, 2013.

(3)

Reflects sole voting power with respect to 128,894 shares, shared voting power with respect to 0 shares, shared dispositive power with respect to 118,966 shares and sole dispositive power with respect to 5,785,114 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., each a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially own 100,966 shares and 45,928 shares, respectively. The foregoing information is based solely on Amendment No. 2 to the Schedule 13G filed by Vanguard Group, Inc. with the SEC on February 12, 2014 that reported beneficial ownership as of December 31, 2013.

(4)

Reflects sole voting power with respect to 4,181,854 shares, sole dispositive power with respect to 4,953,695 shares, and shared voting and dispositive power with respect to 0 shares. The foregoing information is based solely on Amendment No. 1 to the Schedule 13G filed by BlackRock, Inc. with the SEC on January 28, 2014 that reported beneficial ownership as of December 31, 2013.

(5)

Reflects (a) for The Bank of New York Mellon Corporation and its direct and indirect subsidiaries (“BNYMCorp”), beneficial ownership of 4,582,180 shares consisting of sole voting power with respect to 3,784,327 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 4,309,064 shares, and shared dispositive power with respect to 28,769 shares and (b) for MBC Investments Corporation and its direct and indirect subsidiaries (“MBCIC”), beneficial ownership of 4,162,318 shares consisting of sole voting power with respect to 3,141,281 shares, sole dispositive power with respect to 4,162,318 shares, and shared voting and dispositive power with respect to 0 shares. As a subsidiary of BNYMCorp, all of the shares beneficially owned by MBCIC are included in the shares beneficially owned by BNYMCorp. The foregoing information is based solely on Amendment No. 4 to the Schedule 13G filed by BNYMCorp and related entities on January 28, 2014 reporting beneficial ownership as of December 31, 2013.

(6)

Reflects shared voting power with respect to 4,253,905 shares, shared dispositive power with respect to 4,506,965 shares, and sole voting and dispositive power with respect to 0 shares for each of Goldman Sachs Asset Management, L.P. (“GSAM”) and GS Investment Strategies, LLC (“GSIS” and together with GSAM, “Goldman”). Goldman disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which Goldman or its employees have voting or investment discretion or both, or with respect to which there are limits on its voting or investment authority or both and (ii) certain investment entities of which Goldman acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than Goldman. The foregoing information is based solely on a Schedule 13G jointly filed by GSAM and GSIS with the SEC on February 13, 2014 that reported beneficial ownership as of December 31, 2013.

(7)

Reflects shared voting and dispositive power with respect to 3,929,983 shares and sole voting and dispositive power with respect to 0 shares, which are owned by direct or indirect subsidiaries of State Street Corporation. The foregoing information is based solely on a Schedule 13G filed by State Street Corporation with the SEC on February 3, 2014 that reported beneficial ownership as of December 31, 2013.

SECURITY OWNERSHIP OF MANAGEMENT

The table below contains information as of February 24, 2014 with respect to the beneficial ownership of our common stock by each of the following individuals, in each case, based on information provided by these individuals:

•

directors and director nominees;

•

our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers during the last fiscal year, whom we collectively refer to as the “named executive officers”; and

•

all directors and executive officers as a group.

Unless otherwise noted in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the shares of our common stock shown as beneficially owned. The address of the executive officers and directors of the Company is c/o C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey 07974.


	Shares of Common Stock Beneficially Owned
Name	Directly or Indirectly owned as of February 24, 2014⁽¹⁾⁽²⁾			Right to Acquire Within 60 Days of February 24, 2014 Under Options		Percent of Class
David M. Barrett		3,314			–	*
Jim C. Beasley		10,877			–	*
Marc C. Breslawsky		12,914			7,200	*
Timothy P. Collins		9,122			53,228	*
Herbert L. Henkel		10,100			7,200	*
Christopher S. Holland		460			9,947	*
John C. Kelly		4,581			1,200	*
David F. Melcher		–			–	*
Gail K. Naughton		2,552			2,000	*
Timothy M. Ring		100,249	⁽³⁾		721,398	1.06%
Tommy G. Thompson		8,114			6,000	*
John H. Weiland		60,471			38,368	*
Anthony Welters		2,914			4,800	*
Tony L. White		12,195			7,200	*
All Directors and Executive Officers as a group (21 people)		280,431			1,062,437	1.73%

*	Represents less than 1% of our outstanding common stock.

(1)

Excludes phantom stock shares credited to the accounts of non-employee directors, which are paid in cash, under our Deferred Compensation Contract, Deferral of Directors’ Fees, as follows: David M. Barrett, 2,171; Marc C. Breslawsky, 29,810; Herbert L. Henkel, 15,959; John C. Kelly, 2,898; Tommy G. Thompson, 7,083; Anthony Welters, 18,401; and Tony L. White, 19,664. See “Director Compensation – Fees and Deferred Compensation.” Also excludes share equivalent units credited to the accounts of non-employee directors, which are paid in cash, under the Stock Equivalent Plan for Outside Directors of C. R. Bard, Inc., as follows: David M. Barrett, 3,699; Marc C. Breslawsky, 23,527; Herbert L. Henkel, 11,191; John C. Kelly, 3,699; Gail K. Naughton, 8,041; Tommy G. Thompson, 7,066; Anthony Welters, 16,333; and Tony L. White, 23,527. See “Director Compensation – Stock Equivalent Plan for Outside Directors.” Non-employee directors do not have the right to vote phantom stock shares or share equivalent units.

(2)

Excludes restricted stock units purchased under our Management Stock Purchase Program, as follows: Jim C. Beasley, 19,262; Timothy P. Collins, 29,423; Christopher S. Holland, 8,642; Timothy M. Ring, 66,193; John H. Weiland, 53,830; and all executive officers (other than the named executive officers) as a group, 83,789. See “Executive Officer Compensation – Nonqualified Deferred Compensation – MSPP.” Participants in the Management Stock Purchase Program do not have the right to vote restricted stock units. Also excludes performance-contingent restricted stock units granted under our 2012 Long Term Incentive Plan, as follows: Jim C. Beasley, 3,838; Timothy P. Collins, 3,838; Christopher S. Holland, 3,542; Timothy M. Ring, 9,660; John H. Weiland, 6,026; and all executive officers (other than the named executive officers) as a group 26,991. See the narrative following the Summary Compensation Table, under the heading “Stock Awards.”

(3)	Includes 612 shares owned by family members and as to which beneficial ownership is disclaimed by Mr. Ring.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the federal securities laws, our directors, certain of our officers and our ten percent shareholders are required to report to the Securities and Exchange Commission, or the “SEC,” and the New York Stock Exchange, or the “NYSE,” by specific dates, transactions and holdings in our common stock. Based on our review of these reports and other information provided by those persons, we believe that during fiscal year 2013 all of these filing requirements were timely satisfied.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

At our 2012 Annual Meeting of Shareholders, shareholders approved the amendment of our Restated Certificate of Incorporation to declassify the Board and eliminate the 75% supermajority voting requirement for all amendments to our charter relating to the number and classes of directors and the method of electing directors. As such, directors whose terms expire at the Annual Meeting (David M. Barrett, John C. Kelly, Gail K. Naughton, John H. Weiland, Anthony Welters and Tony L. White) have been nominated for re-election at the Annual Meeting for one-year terms. Also, David F. Melcher was elected by the Board of Directors effective January 1, 2014 and is being nominated for election at the Annual Meeting. We have no reason to believe that any nominee will be unable to serve. Since the declassification does not affect any unexpired three-year terms, directors elected at the 2012 Annual Meeting (Marc C. Breslawsky, Herbert L. Henkel, Tommy G. Thompson and Timothy M. Ring) have terms that expire at the 2015 Annual Meeting. Upon election by the shareholders, directors serve for their elected term and until their successors are elected and qualified. The seven nominees must receive a majority of the votes cast to be elected. A majority of the votes cast means that the number of votes cast “For” a director nominee must exceed the number of votes cast “Against” that director nominee. For purposes of determining the number of votes cast at the Annual Meeting, only those votes cast “For” or “Against” are included in the calculation of votes cast.

Under New Jersey law, a director’s term extends until his or her successor is elected and qualified. This is referred to as the “director holdover rule.” As a result, an incumbent director who is not re-elected because he or she does not receive a majority of the votes cast would nonetheless continue in office because no successor has been elected. To address this situation, we adopted a policy, which is included in our Corporate Governance Guidelines, that requires any incumbent director nominee who receives less than a majority of the votes cast in an uncontested election to tender his or her resignation promptly. Our Governance Committee will consider the resignation offer and recommend to the Board of Directors whether to accept it. The Board of Directors will then act on the Governance Committee’s recommendation within 90 days following certification of the shareholders’ vote. In the event that the Board of Directors accepts the resignation, the Board of Directors may decrease the number of directors, fill the vacancy or take other appropriate action. See “Corporate Governance – The Board of Directors and Committees of the Board – Governance Committee – Director Resignation Policy.”

If the enclosed proxy card or voting instruction form is properly executed and received in time for the Annual Meeting, it is the intention of the persons named as proxies to vote the shares represented thereby “For” or “Against” the persons nominated for election as directors, or “Abstain” from voting, as instructed. If your shares are not registered in your name, please follow the directions you receive from the shareholder(s) of record (your bank, broker or other nominee), so that your shares are voted in accordance with your intent. The ability of brokers to exercise discretionary voting in uncontested director elections has been eliminated, which means that your broker may not vote your shares for the election of directors at the Annual Meeting unless you inform the broker how you want your shares voted. In the event that any nominee is unable to serve as a director, the accompanying proxy card will be voted for such other person or persons as may be nominated by our Board of Directors.

Set forth below are the names, principal occupations and directorships with public companies, in each case, for the past five years, ages of the directors and information relating to other positions held by them with us and other companies. Additionally, there is a brief discussion of each director’s experience, qualifications, attributes and/or skills that led to the conclusion that such person should serve as a director. There are no family relationships between or among any of the directors, executive officers and nominees for director.

Nominees for Re-election

(Terms to Expire in 2015)


		John H. Weiland Age 58 Director since 2005
		President and Chief Operating Officer of C. R. Bard. Mr. Weiland has served as President and Chief Operating Officer of the Company since August 2003, having been Group President from April 1997 to August 2003 and Group Vice President from March 1996 to April 1997. Mr. Weiland joined C. R. Bard from Dentsply International, where he was a Senior Vice President, until March 1996. He is also a director of West Pharmaceutical Services, Inc. Mr. Weiland has been nominated to serve an additional term as a director as a result of his extensive knowledge and experience in the medical device industry, his prior service on the Board of C. R. Bard, and 17 years of experience in various leadership capacities at our company. Mr. Weiland joined C. R. Bard in 1996 as Group Vice President and was promoted to Group President in 1997, with responsibility for C. R. Bard’s Surgical, Urological and Endoscopic Technology businesses, and its worldwide manufacturing operations. He was promoted to President and Chief Operating Officer in August 2003. Mr. Weiland also held senior management positions at Dentsply International, American Hospital Supply and Baxter Healthcare. In 1987, he was named a White House Fellow and served as a Special Assistant to two members of President Reagan’s cabinet. Mr. Weiland is a 2012 recipient of the prestigious Horatio Alger Award and serves as a director of the Horatio Alger Association. Mr. Weiland received a B.S. in Biology from DeSales University and an M.B.A. from New York University.

		Anthony Welters Age 59 Director since 1999
		Executive Vice President of UnitedHealth Group, Inc. (a diversified health and well-being company). Mr. Welters has served as Executive Vice President of UnitedHealth Group, Inc. since November 2006 and as a Member of the Office of the Chief Executive Officer since January 2011. He also served as President of the Public and Senior Markets Group from September 2007 to December 2010. Mr. Welters has also served as President and Chief Executive Officer of AmeriChoice Corporation, a UnitedHealth Group Company, and Chairman and Chief Executive Officer of AmeriChoice Corporation and its predecessor companies since 1989. He is also a director of Loews Corporation and West Pharmaceutical Services, Inc. Mr. Welters was formerly a director of Qwest Communications International, Inc. Mr. Welters is a member of the Compensation Committee, the Governance Committee and the Regulatory Compliance Committee. Mr. Welters has been nominated to serve an additional term as a director as a result of over 20 years of experience in the healthcare industry and his prior service on C. R. Bard’s Board. This experience includes his service as Executive Vice President of UnitedHealth Group, which designs products, provides services and applies technologies designed to improve access to health and well-being services. He is a recipient of the prestigious Horatio Alger Award and serves as a director of the Horatio Alger Association. He also serves as Chairman of the Board of Trustees for the Morehouse School of Medicine in Atlanta. Mr. Welters holds a B.A. from Manhattanville College and a J.D. from New York University School of Law.

Tony L. White Age 67 Director since 1996

Retired Chairman, President and Chief Executive Officer of Applied Biosystems, Inc. (formerly Applera Corporation). Mr. White served as Chairman, President and Chief Executive Officer of Applied Biosystems, Inc. from September 1995 through November 2008. He is also a director of CVS Caremark Corporation and Ingersoll-Rand Company. Mr. White was formerly a director of AT&T Corporation. Mr. White is a member of the Compensation Committee, the Executive Committee and the Governance Committee.

Mr. White has been nominated to serve an additional term as a director as a result of his significant experience in the life sciences industry. His experience includes his service as Chairman, President and Chief Executive Officer of Applied Biosystems, Inc., a life sciences and products company, as well as his prior service on C. R. Bard’s Board and experience on both the executive and compensation committees of other large public companies. He also held a number of management positions both in the United States and internationally during a 26-year career at Baxter International, Inc. Mr. White received his B.A. from Western Carolina University.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF ALL DIRECTOR NOMINEES.

Other Directors of the Company

(Terms Expire in 2015)



		Marc C. Breslawsky Age 71 Director since 1996
		Retired Chairman and Chief Executive Officer of Imagistics International Inc. (formerly Pitney Bowes Office Systems) (document imaging solutions). Mr. Breslawsky served as Chairman and Chief Executive Officer of Imagistics International Inc. from December 2001 to December 2005, having been President and Chief Operating Officer of Pitney Bowes Inc. from 1996 to 2001, Vice Chairman from 1994 to 1996 and President of Pitney Bowes Office Systems from 1990 to 1994. He is also a director of The Brink’s Company. Mr. Breslawsky was formerly a director of Océ-USA Holding, Inc. and UIL Holdings Corporation. Mr. Breslawsky is a member of the Audit Committee, the Finance Committee, and the Science and Technology Committee. Mr. Breslawsky is qualified to serve as a director as a result of his significant leadership experience in management, sales, finance and accounting for public companies, including his experience as Chairman and Chief Executive Officer of Imagistics International Inc., as well as his prior service on C. R. Bard’s Board, and experience on both the executive and finance committees of other large public companies. He is a member of the American Institute of Certified Public Accountants. Mr. Breslawsky received his B.A. from New York University and is a Certified Public Accountant.

Timothy M. Ring Age 56 Director since 2003

Chairman and Chief Executive Officer of C. R. Bard. Mr. Ring has served as Chairman and Chief Executive Officer of the Company since August 2003, having been Group President from April 1997 to August 2003, Group Vice President from December 1993 to April 1997 and Vice President-Human Resources from June 1992 to December 1993. He is also a director of Quest Diagnostics Incorporated. Mr. Ring was formerly a director of CIT Group Inc. Mr. Ring is a member of the Executive Committee.

Mr. Ring is qualified to serve as a director due to his prior service on our Board and more than 20 years of experience in various leadership capacities at C. R. Bard, including as the Company’s Chairman and Chief Executive Officer. He was previously responsible for the Company’s global Vascular and Specialty Access businesses. Mr. Ring has been instrumental in developing and implementing C. R. Bard’s current strategic direction. Prior to joining the Company, he gained valuable experience in leadership roles at Abbott Laboratories in both human resources and general management. Mr. Ring is a Trustee of the Foundation of The University of Medicine & Dentistry of New Jersey. He holds a B.S. in Industrial and Labor Relations from Cornell University.

CORPORATE GOVERNANCE

Director Independence

The NYSE listing standards require that a majority of our Board of Directors be independent. No director qualifies as independent unless our Board affirmatively determines that the director has no material relationship with us, either directly or as a partner, shareholder or officer of an organization that has a relationship with us. In accordance with the NYSE listing standards, our Board has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines are available on our website at www.crbard.com. The Corporate Governance Guidelines contain categorical standards for director independence. These standards provide that the following relationships will not be considered a material relationship that would impair a director’s independence:

•

A director who is a director, an executive officer or an employee, or whose immediate family member is a director, an executive officer or an employee, of a company that makes payments to, or receives payments from, C. R. Bard for goods or services in an amount which, in any single fiscal year, is less than the greater of $1,000,000 or 2% of that other company’s consolidated gross revenues; or

•

A director who serves, or whose immediate family member serves, as an executive officer, director, trustee or employee of a charitable organization and our discretionary charitable contributions to the organization are less than the greater of $1,000,000 or 2% of that organization’s consolidated gross revenues.

The Board of Directors has determined that all of the current members of the Board, other than Messrs. Ring and Weiland, are independent under the NYSE listing standards and satisfy our categorical standards. In making this determination, the Board considered ordinary course, arm’s-length commercial transactions with companies for which Dr. Barrett and Mr. Henkel served as a director, an executive officer or an employee during 2013. In each case, the amount of the transactions with these companies was below the thresholds set forth in the NYSE listing standards and in the categorical standards in our Corporate Governance Guidelines.

In addition, in accordance with the NYSE listing standards and SEC rules, where applicable, the Board of Directors has determined that the Audit Committee, Compensation Committee and Governance Committee are composed entirely of independent directors. The Board of Directors has also determined that each member of the Audit Committee is independent under the provisions of the Sarbanes-Oxley Act of 2002 and the rules of the SEC thereunder applicable to audit committee independence. In addition, the Board of Directors considered the NYSE enhanced independence standards applicable to members of the Compensation Committee, which were adopted in January 2013 pursuant to the Dodd-Frank and has determined that each member of the Compensation Committee is independent.

We have also adopted a Code of Ethics for Senior Financial Officers of C. R. Bard, Inc. which is available on our website at www.crbard.com.

The Board of Directors and Committees of the Board

The Board of Directors held six meetings in 2013. During 2013, each director attended more than 75% of all meetings of the Board of Directors and Committees on which he or she served.

Director Attendance at Annual Meetings

We encourage all of the directors to attend the annual meeting of shareholders. To that end, and to the extent reasonably practicable, we regularly schedule a meeting of the Board of Directors on the same day as the annual meeting of shareholders. Each member of the Board of Directors attended the 2013 Annual Meeting of Shareholders.

Board Committees

The Board of Directors had the following standing committees in 2013: an Audit Committee, a Compensation Committee, a Governance Committee, a Regulatory Compliance Committee, a Science and Technology Committee, a Finance Committee and an Executive Committee. The following table names the directors and identifies the Committees on which they presently serve:

Director

Audit

Compensation

Finance

Governance

Regulatory

Compliance

Science &

Technology

Executive

David M. Barrett

Marc C. Breslawsky

Herbert L. Henkel

John C. Kelly

David F. Melcher

Gail K. Naughton, Ph. D.

Timothy M. Ring

Tommy G. Thompson

John H. Weiland

Anthony Welters

Tony L. White

“C” indicates Committee Chair.

Audit Committee

The Audit Committee met seven times during 2013. As chair of the Audit Committee in 2013, Mr. Kelly also conducted several interim meetings with management to review our quarterly earnings press releases and filings relating to certain of our benefit plans. The Board of Directors has determined that each of the members of the Audit Committee is an “audit committee financial expert” as defined by the rules and regulations adopted by the SEC. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee operates under a written charter that is available on our website at www.crbard.com.

The principal functions of the Audit Committee are to:

•

appoint, determine the compensation of, terminate and oversee the work of our independent registered public accounting firm;

•

approve in advance all audit and non-audit services provided by our independent registered public accounting firm;

•

review with management and our independent registered public accounting firm, prior to public dissemination, our earnings press releases and annual and quarterly financial statements, including disclosure contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations;

•

review, in consultation with our independent registered public accounting firm, management and our internal auditors, our financial reporting processes, including internal controls;

•

produce a report for inclusion in the annual proxy statement in accordance with applicable rules and regulations; and

•

report regularly to the full Board of Directors, including with respect to any issues that arise regarding the quality or integrity of our financial statements, the performance and independence of our independent registered public accounting firm or the performance of our internal audit function.

Compensation Committee

The Compensation Committee met eight times during 2013. Each member of the Compensation Committee must be determined by the Board of Directors to be an independent, non-employee and outside director and meet the enhanced independence standards under the rules of the NYSE, Rule 16b-3 under the Exchange Act and Section 162(m) of the Internal Revenue Code, respectively. In 2013, the Board of Directors determined that all members of the Compensation Committee met these requirements. Except for the standard compensation received in connection with service on the Board of Directors and its committees, the members of the Compensation Committee are not eligible to participate in any of our compensation plans or programs that they administer. The Compensation Committee operates under a written charter that is available on our website at www.crbard.com.

The principal functions of the Compensation Committee are to:

•

establish and review our overall compensation philosophy;

•

review and approve corporate goals and objectives relevant to the CEO’s and other executive officers’ compensation;

•

evaluate the performance of the CEO and, with the assistance of the CEO, the performance of our other executive officers, and determine and approve the annual salary, bonus, equity-based incentives and other benefits of the CEO and our other executive officers;

•

periodically review compensation programs and policies;

•

review, monitor and approve equity-based compensation plans;

•

produce a report for inclusion in the annual proxy statement in accordance with applicable rules and regulations;

•

assess the independence of Compensation Committee advisors; and

•

report regularly to the full Board of Directors on compensation matters.

Executive Officer Compensation Process

The Compensation Committee generally fulfills certain of its key responsibilities at periodic meetings throughout the year. At its February meeting, the Committee typically approves the amount of the annual incentive bonus awards, if any, for the prior plan year under our Executive Bonus Plan, evaluates the CEO’s performance for the past year and establishes his goals for the current year, approves increases to base salaries for senior executives for the current year and establishes the performance targets for the current plan year under our Executive Bonus Plan. At its December meeting, the Committee approves annual equity awards under our 2012 Long Term Incentive Plan and reviews the budget for merit-based increases in base salaries that are made early in the following year. The Compensation Committee has the authority to select and/or retain compensation consultants to assist in the evaluation of executive compensation. To obtain access to independent compensation data, analysis and advice, an independent compensation consultant, Pearl Meyer & Partners, was retained in 2013 by the Compensation Committee. A representative of the consultant attends Compensation Committee meetings as necessary. The principal projects assigned to the consultant include evaluation of the composition of the peer group of companies, evaluation of levels of executive compensation as compared to general market compensation data and the peer companies’ compensation data, and evaluation of proposed compensation programs or changes to existing programs. Pearl Meyer & Partners does not provide any other services to the Company and works with the Company’s management only on matters for which the Compensation Committee is responsible. Effective July 1, 2013, the Compensation Committee is required to consider all factors relevant to a compensation consultant’s independence from management. The Compensation Committee has determined that the engagement of Pearl Meyer & Partners does not raise any conflict of interest or similar concerns.

In making its executive compensation decisions, the Compensation Committee also receives recommendations from the CEO for all executive officers other than himself, as discussed in more detail in the Compensation Discussion and Analysis below. The CEO considers the compensation consultant’s reports in

order to make base salary, annual bonus target and long-term incentive recommendations for the other named executive officers. He also regularly attends Compensation Committee meetings, although he is not present when the Committee discusses his compensation.

Although the Compensation Committee believes that input from the consultant and management provides it with a useful perspective, the Committee makes the final decisions as to the compensation programs and levels for all executive officers. The Compensation Committee has authority under its charter to delegate its responsibilities to a subcommittee of the Committee, but did not do so in 2013.

Compensation Committee Interlocks and Insider Participation

None of the directors on the Compensation Committee is or was formerly an officer or employee of C. R. Bard or had any relationship or related person transaction requiring disclosure under the rules of the SEC. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors.

Governance Committee

The Governance Committee met five times during 2013. The Governance Committee operates under a written charter that is available on our website at www.crbard.com.

The principal functions of the Governance Committee, which also performs the nominating committee role, are to:

•

identify individuals qualified to become directors and select, or recommend that the Board of Directors select, the candidates for director to be elected by the Board or by the shareholders at an annual or special meeting;

•

advise and make recommendations to the Board on all matters concerning Board procedures and directorship practices;

•

take a leadership role in shaping our corporate governance; and

•

consider and make recommendations to the Board of Directors regarding directors’ compensation and benefits.

Director Nomination Process

In considering possible candidates for director, the Governance Committee takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board of Directors. In addition, the Governance Committee seeks candidates who contribute knowledge, experience and skills in at least one of the following core competencies in order to promote a Board that, as a whole, possesses a good balance in these core competencies: accounting and finance, business judgment, management, industry knowledge, international markets, leadership and strategy/vision. In considering candidates for the Board, the Governance Committee considers the entirety of each candidate’s credentials and believes that, at a minimum, each nominee should satisfy the following criteria: highest character and integrity; experience and understanding of strategy and policy-setting; reputation for working constructively with others; sufficient time to devote to our Board matters; and no conflict of interest that would interfere with performance as a director. The Governance Committee also takes into account the core competencies of incumbent directors with a particular focus on their individual professional backgrounds, with the goal of ensuring diversity in the skill sets and applicable professional experience of directors, while promoting balanced perspectives of the Board as a whole.

In the case of incumbent directors whose terms of office are set to expire, the Governance Committee considers these directors’ overall service to us during their term, including attendance at meetings, level of participation and quality of performance. In the case of new director candidates, the Governance Committee

compiles a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm to assist in identifying potential candidates. The Governance Committee then meets to discuss and consider candidates’ qualifications and independence and solicits input from other directors. One or more of the directors will discuss the position with those prospective candidates who appear likely to be able to fill a significant need of the Board of Directors and satisfy the criteria described above. If there appears to be sufficient interest, an in-person meeting will be arranged. If the Governance Committee, based on the results of these contacts, believes it has identified a viable candidate, it will discuss the matter with the full Board of Directors.

Shareholders may recommend director candidates for consideration by the Governance Committee. Recommendations should be sent to C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey 07974, Attention: Secretary. The Governance Committee will evaluate shareholder-recommended director candidates in the same manner as it evaluates director candidates identified by other means. The shareholder making the recommendation must follow the procedures and provide the information set forth in our By-Laws, including providing to the Governance Committee his, her or its name and address, that shareholder’s ownership of our common stock, a brief biography of the candidate, the candidate’s share ownership and a completed and signed questionnaire, representation and agreement from the candidate, as well as any other information requested by the Governance Committee. See “Proposals of Shareholders” below for the notice and deadline requirements for shareholder recommendations.

Director Resignation Policy

Directors must be elected by the affirmative vote of a majority of the votes cast in an uncontested election. Under New Jersey law, a director’s term extends until his or her successor is elected and qualified. This is referred to as the “director holdover rule.” Consequently, an incumbent director who is not re-elected because he or she does not receive a majority of the votes cast would nonetheless continue in office because no successor has been elected. To address this situation, we adopted a policy, which is included in our Corporate Governance Guidelines, that requires any incumbent director nominee who receives less than a majority of the votes cast in an uncontested election to tender his or her resignation promptly. Our Governance Committee will consider the resignation offer and recommend to the Board of Directors whether to accept it. In making their determinations, the Governance Committee and the Board may consider any factors or other information that they consider appropriate and relevant. Thereafter, the Board of Directors will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a press release or filing with the SEC. The Board will then act on the Governance Committee’s recommendation within 90 days following certification of the shareholders’ vote, and in the event that the Board of Directors accepts the resignation, the Board may decrease the number of directors, fill the vacancy, or take other appropriate action.

Any director who tenders his or her resignation pursuant to the policy will not participate in the Governance Committee’s recommendation or Board of Directors action regarding whether to accept the resignation offer. However, if each member of the Governance Committee did not receive a majority vote at the same election, then the remaining independent directors who did receive a majority vote will consider the resignation offers to determine whether to accept them. A director whose resignation is not accepted by the Board will continue to serve until the next annual meeting at which he or she is up for election or until his or her earlier resignation or removal.

Director Compensation Process

The Governance Committee typically conducts an analysis of director compensation each year at its meeting held in October. The Governance Committee reviews survey data that is compiled by management from several independent sources in an effort to compare the amount and types of compensation offered by us against that of other companies and establishes an overall aggregate range of targeted compensation for non-employee directors. The survey data includes information from companies in healthcare and other industries. Among other factors, the Governance Committee considers the aggregate value of all forms of director compensation and the mix of compensation provided in the form of cash versus non-cash compensation, such as equity awards. In general, changes in director compensation are made by the Board of Directors upon the recommendation of the

Governance Committee. The Governance Committee has discretion, under our 2005 Directors’ Stock Award Plan, to make stock or option awards. A description of the various elements of compensation provided to non-employee directors is set forth below under the heading “Director Compensation.” Directors who are also our employees do not receive additional compensation for their services as directors of the Company. The Governance Committee has authority under its charter to delegate its responsibilities to a subcommittee, but did not do so in 2013.

Leadership Structure

Our Chief Executive Officer, Mr. Ring, also serves as the Chairman of the Board of Directors. The Board of Directors believes that the decision as to who should serve as Chairman, and whether that office should be combined with the Chief Executive Officer role, belongs to the Board of Directors. Our directors possess significant experience and are in the best position to assess the structure of the Board of Directors and its committees, which includes matching the capabilities and expertise of each individual to their roles. The Board also believes in the importance of maintaining a strongly independent Board of Directors. The Board believes that its current structure ensures independent oversight.

The Board of Directors believes that Mr. Ring is best-positioned, as the person responsible for the day-to-day operations of the business, to set the agenda and to identify and lead strategic discussions for the Company. The Board also believes that it is important to employ certain safeguards to ensure that the Board of Directors fulfills its duty to shareholders and to protect the interests of our shareholders. Accordingly, the Corporate Governance Guidelines require that the Board make its own determination of what leadership structure works best for the Company and retains the ability to separate the roles of Chief Executive Officer and Chairman of the Board.

In conjunction with the Board of Directors, the Governance Committee considers the appointment of an independent lead director if the position of Chairman of the Board is held by the CEO or another non-independent director. In order to ensure that the independent directors continue to play a leading role in the Company’s governance, the Board of Directors established the position of a lead director commencing in January 2011. The duties of the lead director include: chairing the meetings of the independent directors when the chairman is not present; working with the CEO to develop the board and committee agendas and approve the final agendas; ensuring full participation and engagement of all board members in deliberations; leading the board in all deliberations involving the CEO’s employment, including hiring, contract negotiations, performance evaluations, and dismissal; and counseling the CEO on issues of interest/concern to directors and encouraging all directors to engage with the CEO with their interests and concerns. A lead director’s term is limited to three consecutive, one-year terms. This term limit was established by the Board of Directors at its meeting in October 2013 and is effective July 1, 2014. At the same meeting, Mr. Henkel was elected by the independent directors to serve until June 30, 2014 as lead director. See our Corporate Governance Guidelines for a more detailed description of the roles and responsibilities of the lead director, which are available on our website at www.crbard.com.

The Board of Directors has also appointed an independent (non-employee) director as the Chair of each Committee of the Board. The Chair of the Audit Committee, the Compensation Committee and the Governance Committee, as appropriate, consult with management in advance of meetings to discuss the agenda for Committee meetings as well as the materials intended for distribution and use at the meetings. Many actions, such as determining the compensation of our executive officers and approving the financial statements and filings with the SEC, are determined by committees of the Board comprised solely of independent directors.

In addition, our Corporate Governance Guidelines, which were adopted by the Board of Directors, mandate that the Board of Directors hold regular executive sessions of independent directors without management present. These sessions are typically held following each meeting of the Board. In 2013, the lead director presided over the executive sessions. This format ensures that the Board considers issues independently outside the presence of management.

Regulatory Compliance Committee

The Regulatory Compliance Committee met four times during 2013. The Regulatory Compliance Committee operates under a written charter that is available on our website at www.crbard.com.

The principal functions of the Regulatory Compliance Committee are to:

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oversee our compliance with laws, regulations (including reviewing quality assurance requirements and matters) and standards of conduct administered by, and commitments to, regulatory agencies worldwide with jurisdiction over us and our products; and

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oversee our compliance program, including by recommending or approving revisions to our policies, procedures and administration of our compliance program.

Science and Technology Committee

The Science and Technology Committee met three times during 2013. The principal function of the Science and Technology Committee is to review and make recommendations on our science and technology portfolio and strategies. In addition, certain members of the Science and Technology Committee met four times during 2013 to review technology for certain proposed business development opportunities.

Finance Committee

The Finance Committee met four times during 2013. The principal functions of the Finance Committee are to review certain financial matters, including our dividend policy, share repurchase authorizations, capital structure, financial hedging programs, and investment and borrowing programs.

Executive Committee

The Executive Committee did not meet in 2013. The Executive Committee has all of the authority of the Board of Directors, except as limited by law or rule, or NYSE listing standards.

Executive Sessions of Independent Directors

The independent directors hold regular executive sessions without management present, over which the lead director presides.

Communications with the Board of Directors

Shareholders and other interested parties may communicate directly with the Board of Directors, including the independent members of the Board and the Audit Committee members. The process for doing so is described on our website at www.crbard.com on the “Contacts” page.

Board Oversight of Risk Management

The Board of Directors plays an important role in the oversight of risk for the Company, with the primary responsibility for managing risk at the Company resting with senior management. The Board and committee meeting process is designed to ensure that key risks are reviewed at Board and committee meetings. At each meeting of the Board, directors are informed of and review, as appropriate, various areas of risk including those associated with operational matters (such as issues impacting the Company’s facilities or manufacturing plants), finance, regulatory and product quality issues, and legal proceedings, among others. For example, while our General Counsel is primarily responsible for managing legal proceedings, he provides the Board with regular updates on significant developments in these proceedings. As another example, the Company’s Risk Management function establishes and maintains the Company’s insurance programs, and, as necessary, reviews insurance-related risks typically with the Finance Committee or full Board.

These Board and Committee level risk discussions are supplemented through annual reports by the Company’s internal audit function to the Audit Committee on management’s process for identifying and evaluating both company-wide and financial risks. As part of this review, the internal audit function presents key

risks for the Company, indicates the Board committee or functional area within the Company responsible for identifying and managing the risk, and summarizes the planned measures to address and/or reduce these risks through targeted actions. In 2013, management presented a summary of the report on company-wide and financial risks to the Board.

The Board’s Regulatory Compliance Committee oversees the Company’s compliance with laws, regulations and standards of conduct administered by regulatory agencies worldwide with jurisdiction over the Company and our products. The Regulatory Compliance Committee regularly reviews quality and regulatory matters with members of our senior management. These reviews generally include discussion of the risks associated with particular matters and management’s plans to mitigate these risks.

Other committees also play a role in risk oversight. For instance, the Finance Committee periodically reviews with management certain financial matters, including our dividend policy, share repurchase authorizations, capital structure, financial hedging programs and the Company’s investment and borrowing decisions.

Insider Trading Policy

The Company maintains an insider trading policy that provides that the Company’s employees may not: buy, sell or engage in other transactions in the Company’s stock while aware of material non-public information; buy or sell securities of other companies while aware of material non-public information about those companies that they become aware of as a result of business dealings between the Company and those companies; disclose our material non-public information to any unauthorized persons outside of the Company; or engage in short-term transactions involving the Company’s securities such as trading in or writing options (other than options granted under the Company’s incentive plans), arbitrage trading or “day trading.” The Company applies this policy to its directors as well.

The Company also maintains a separate policy that restricts trading in Company securities for a limited group of Company employees (including executive officers) and directors to defined window periods that follow our quarterly earnings releases. Under that policy, executives are permitted to enter into Rule 10b5-1 trading plans only during open window periods.

Directors’ Ownership Guidelines

To more closely align the interests of Directors and the Company’s shareholders, the Corporate Governance Guidelines include share ownership guidelines for non-employee directors. Under the guidelines, each non-employee director is required to hold shares of the Company’s common stock and/or share equivalent units with an aggregate value of at least four times the annual cash retainer payable to such director. Directors are given five years from December 14, 2011 or their date of election, as applicable, to comply with the guidelines. Included in the determination of stock ownership for purposes of the guidelines are all shares beneficially owned and any share equivalent units held by a director under a Deferred Compensation Contract, Deferral of Directors’ Fees or the Stock Equivalent Plan for Outside Directors of C. R. Bard, Inc. Upon the request of a director, the Governance Committee will consider on a case-by-case basis whether modification of the ownership level is appropriate in light of a Director’s personal circumstances. With the exception of Mr. Melcher, who joined the Board in January 2014, all of our directors have satisfied this requirement.

EXECUTIVE OFFICER COMPENSATION

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis (“CD&A”), we detail our compensation philosophy, practices and programs and the Compensation Committee’s decisions for 2013 as they relate to the Company’s named executive officers:

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Timothy M. Ring, Chairman and Chief Executive Officer;

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John H. Weiland, President and Chief Operating Officer;

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Christopher S. Holland, Senior Vice President and Chief Financial Officer;

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Jim C. Beasley, Group President; and

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Timothy P. Collins, Group President.

Executive Summary

Paying for performance is a critical element of our executive compensation program. For 2013, as shown below, our CEO’s performance-based pay comprised approximately 86% of his target direct compensation elements (which consists of salary, annual bonus and long-term incentives). As shown for the other named executive officers as a group, performance-based pay for 2013 comprised an average of 82% of target direct compensation.

Say-on-Pay

At our Annual Meeting of Shareholders held in April 2013, shareholders approved our say-on-pay proposal with 96.45% of the votes cast in favor of the proposal.

We were very pleased with this result and we believe that this level of support generally demonstrates that our executive compensation program, as modified and enhanced over recent years, reflects key design elements that address shareholder concerns and aligns our program with the interests of our stakeholders.

Consistent with the majority support we have received in favor of our say-on-pay proposals each year, most of the investors with whom we engaged expressed support of our executive compensation structure, pay and practices. Shareholders were generally pleased with the changes we implemented to our performance metrics and to the program design of our long-term incentive awards, as well as the many changes that we have made to better align our governance practices with shareholder interests over recent years.

Below are some of the many changes we have made to our compensation program over recent years that address our shareholders’ feedback and concerns, most of which were approved by the Compensation Committee as a part of its ongoing effort to examine the various elements of our compensation program. We will continue to analyze our compensation practices to align our executive compensation program with the interests of our shareholders.


Notable Changes
•		Added a new double trigger to our change of control provision in the 2012 Long Term Incentive Plan
•		Adopted a clawback policy
•		Eliminated two of our largest peers from our compensation comparator peer group
•		Modified targeted benchmarking to the peer group 50^th percentile (from the peer group 50^th – 75^th percentile)
•		Eliminated earnings per share (EPS) for STI & LTI and introduced balanced incentive design
•		Changed LTI mix to 33% performance units, 33% performance-contingent restricted stock units, 34% stock options to place more emphasis on performance-based compensation
•		Lengthened measurement periods for performance-based LTI (not less than 2 years)
•		Discontinued retention grants
•		Introduced relative performance metric (total shareholder return (TSR))

2013 Performance – Selected Business Results

The medical device industry continued to face difficult macroeconomic conditions in 2013. Market growth rates in the sector appear to be in the low-single digits. Patient volumes have declined for the last three years, as reported by the publicly-traded hospitals. There is significant uncertainty in the market in regards to the impact of the implementation of the Affordable Care Act in the United States. These conditions continued to put downward pressure on healthcare utilization and pricing for many products in the United States and in many international markets.

In response to this sustained market environment, driven by a desire and vision to return the Company to above-market revenue growth and profitability longer-term, the Company announced a multi-year investment plan in January of 2013. This investment plan includes spending approximately $70 million in over 40 targeted projects that the Company believes provide opportunities for improved long-term revenue growth. These projects include initiatives in Selling and Marketing, especially in emerging markets, as well as Research and Development programs. The Company included the financial impact of this investment plan in its annual guidance to investors in January 2013, which projected a decline in earnings in 2013, excluding the impact of items that affect comparability.

In 2013, our net sales grew 3% on both a reported and constant currency basis. Our reported net income grew 30%, and our diluted EPS grew 36% over 2012, which included a significant gain recorded from the receipt of cash from the patent litigation with W.L. Gore and Associates (“Gore”). Adjusted diluted earnings per share (“Adjusted Diluted EPS”), which excludes items that affect comparability, decreased 12% for the year, which was consistent with the original full-year guidance provided to investors, after adjusting for the timing of the receipt of funds from Gore. Net sales “on a constant currency basis” and “Adjusted Diluted EPS” are non-GAAP measures and should not be viewed as a replacement of the United States Generally Accepted Accounting Principles (“GAAP”) results; see Appendix A to this proxy statement.

Strategically, we continue to shift the mix of our portfolio toward faster growing markets, most notably towards emerging markets. In 2013, revenue from these geographies represented 8% of global revenues, up from 2% just five years ago. We continue to invest in these emerging markets, which we believe will position the Company for improved revenue growth in the future.

During 2013, we sold our declining electrophysiology business to Boston Scientific, and we acquired three new significant technology platforms that were all experiencing double-digit revenue growth at the time of acquisition: Loma Vista Medical, Inc., in the aortic valvuloplasty space, Medafor, Inc., a supplier of plant-based hemostatic agents, and Rochester Medical, Inc., a developer and supplier of silicone urinary incontinence and urine drainage products. We believe these acquisitions represent a combined long-term potential market opportunity of approximately $2.5 billion.

Clinical and economic evidence through clinical trials is a key component of selling medical devices in today’s global environment. In recent years we have significantly increased our expertise and capacity in this very important area. To put this into historical perspective, in 2004 we were engaged in just four clinical trials. Three years later, that number had grown to 15; and in 2013, we were engaged in 103 clinical trials. This progression demonstrates our increased investment, capacity, and shift towards greater clinical and economic evidence supporting our products.

Product quality is paramount to providing clinicians and patients with devices that meet the clinical need effectively, while reducing complications or infections that are common to medical procedures. Over recent years we have established a very strong record with FDA inspections in our manufacturing and design facilities. Over the last four years, we averaged less than one observation per FDA inspection, all of which were quickly resolved and closed with the FDA with no interruption to the availability of our products to customers.

This report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, the accuracy of which is necessarily subject to risks and uncertainties. Please refer to “Risks and Uncertainties; Cautionary Statement Regarding Forward-Looking Information” and the information under the caption “Risk Factors” in our Form 10-K for the year ended December 31, 2013, for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

Shareholder Value Creation

During 2013, investors responded positively to our ability to execute as communicated on our strategic investment plan. We also had two key events occur as projected that helped position the Company well for future growth, namely, the receipt of funds from our long-standing patent dispute with Gore and the successful completion of our LEVANT 2 clinical trial for drug-coated balloons. These events have contributed to our total shareholder return as demonstrated in the charts below.

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Key Program Features

Set forth below are certain of the key features of our executive compensation program applicable to our named executive officers that illustrate best practices and alignment of the interests of our named executive officers with those of our shareholders:

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86% of our CEO’s target direct compensation is performance-based pay consisting of long-term equity awards and an annual performance bonus

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Double trigger change of control provision in the 2012 Long Term Incentive Plan

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Mix of fixed and variable compensation, with a strong emphasis on variable, at-risk compensation

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Incentive compensation with balanced metrics tied to our business strategy and performance

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Stock ownership guidelines that require our executive officers to hold significant amounts of our stock to align executives with our shareholders regarding our long-term performance

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Clawback policy that allows the Company to recoup incentive-based compensation paid based on erroneous data resulting in a restatement of financial results

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No option repricing or cash buyout of underwater options without shareholder approval

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No payment of dividend equivalents on performance-contingent awards

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No “walk away” rights or excise tax gross-up payments in new change of control agreements since January 1, 2010

Key Compensation Decisions for 2013

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Base Salary. In support of cost containment efforts during 2013, the named executive officers and other key employees received no merit increase over 2012 levels. In connection with a re-alignment of organizational responsibilities that became effective July 1, 2013, Messrs. Holland, Beasley and Collins each received a mid-year promotion and a related increase in base salary.

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Annual Incentives. We achieved 101.2% of our corporate global revenue growth goal and 98% of our corporate net income goal for 2013 under our Executive Bonus Plan, which included the adjustments set forth below in the table under “Key Performance Measures – Short-Term Incentives – Corporate Performance Measures”. This combined achievement just below target resulted in annual bonus payouts at 98.4% of the individual bonus targets for Messrs. Ring and Weiland, and for the portion of the annual bonus opportunity for Messrs. Holland, Beasley and Collins that was based on corporate performance measures. Achievement levels for the portion of annual bonus opportunities for Messrs. Holland, Beasley and Collins that was based on performance criteria for their respective business units are set forth below under “Elements of Executive Compensation – Cash Compensation – Annual Bonus Awards for 2013”.

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Long-Term Incentives. In December 2013, the Committee determined the target long-term incentive grant values for each executive officer by taking into account market data and trends, recommendations from the Compensation Committee’s independent consultant, and individual performance and potential. The target equity award value approved by the Committee was between the 50^th and 75^th percentiles of the market for Messrs. Ring, Holland, Beasley and Collins, and above the market 75^th percentile for Mr. Weiland. Each executive was then awarded a grant of performance-contingent restricted stock units and stock options in 2013, with a combined value of 2/3 of the long-term incentive grant value approved by the Committee in December. The remaining 1/3 of the approved grant value was awarded to each named executive officer on February 12, 2014 in the form of performance units.

CEO Pay Considerations

The Committee’s decisions regarding 2013 CEO pay were reflective of the following:

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Mr. Ring has been in his role for more than 10 years and is the most tenured CEO within our peer group, which has a median tenure of 3.1 years

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Stable CEO leadership has fostered a deeply embedded organizational culture that is focused on results

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Ongoing tenure of our CEO allows for rebalancing of senior team to address new challenges while limiting organizational disruption

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Bard’s shareholders benefit from Mr. Ring’s depth of knowledge and experience in our industry, knowledge of the Company, credibility with investors and our Board of Directors, proven track record, effective leadership, and ability to build strong leadership teams

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Mr. Ring’s pay is reflective of more than 10 years as CEO leading Bard through geographic growth and expansion, economic downturn and dramatic changes in the U.S. healthcare environment

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Mr. Ring received no increase to base salary for three of the prior four years (2010, 2012 and 2013)

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Note: The values shown above are reflected in the Summary Compensation Table. In the above chart, the grant value shown for Performance Units is reflected in the year that the target long-term incentive value was approved by the Compensation Committee; however the Performance Units were actually granted in the following year consistent with the Committee’s approval process. As such, in the Summary Compensation Table, the value for the 2011 Performance Units is included in the 2012 “Stock Awards” column, the value for the 2012 Performance Units is included in the 2013 “Stock Awards” column, and the value for the 2013 Performance Units value will be included in the 2014 “Stock Awards” column in next year’s Summary Compensation Table.

General Compensation Philosophy and Procedures

Objectives

The primary objective of our overall executive compensation program is to provide balanced, comprehensive and competitive rewards for the short- and long-term in a cost-effective manner to the Company. The Compensation Committee, or the “Committee,” has designed and administered our executive compensation program with the following objectives in mind:

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Compensation is performance-based: A substantial portion of the total compensation opportunity should be variable and dependent upon our operating and financial performance against pre-established goals approved annually by the Committee;

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Compensation is aligned with shareholder interests: The program should align the interests of executives with the long-term interests of our shareholders by encouraging ownership of our stock and providing other performance-based incentives to maximize shareholder value;

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Compensation supports our business strategy: Our compensation program should reinforce our underlying business strategy and objectives by rewarding successful achievement of these business goals;

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Compensation opportunities are market competitive: Our compensation program should attract and reward experienced executives who are proven managers and consistently deliver operational and financial results; and

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Compensation promotes the retention of key executive officers: Our compensation program should promote retention of key executives to facilitate effective succession and the growth and development of individuals who are key to our succession planning.

We have designed our executive compensation program to incentivize achievement of net income, sales, EPS and other financial metrics that we believe deliver value to our shareholders, drive operational results and promote high levels of individual performance. Our compensation program provides a combination of fixed and variable pay with an emphasis on at-risk compensation linked to performance goals. We believe that compensation levels in the medical device industry are dynamic and very competitive as a result of the need to attract and retain qualified executives with the necessary skills and experience to operate successfully in the complex regulatory environment in which we operate and to understand the rapidly changing medical technology in our industry. We believe that the structure of our executive compensation program achieves our objectives effectively.

Target Compensation

As a result of the competitive environment discussed above, market practices greatly influence our executive compensation programs. When making annual compensation decisions, the Compensation Committee reviews annual market data analyses prepared by its independent compensation consultant. For our named executive officers, we generally target compensation opportunities for cash and equity-based compensation in a manner that references the median of the market as an initial benchmark in setting and adjusting our compensation program. This approach enables us to attract and retain the level of qualified executive talent necessary to deliver sustained performance in a complex, global, medical device organization. While the Committee attempts to base compensation decisions on the most recent market data available, it also recognizes the importance of flexibility, and may go above or below the market median for any individual or for any specific element of compensation. In addition, the position of each particular executive with respect to the market median may vary based on experience, changes in the market, the executive’s salary increases, annual bonuses and the value of the executive’s equity plan grants. These factors are driven by attainment of the individual and corporate financial goals described below, as well as the performance of our stock.

In 2013, the Committee also considered the gap between Mr. Ring’s total compensation opportunity and the total compensation opportunity of the other named executive officers. The consultant’s compensation benchmarking report provided in October 2013 concluded that Mr. Ring’s total compensation continues to be less than three times the total compensation of our other named executive officers, and that this multiple is below the peer group 50^th percentile.

Compensation Benchmarking

The Compensation Committee reviews the compensation paid for similar positions at other companies within a designated peer group as one step in the process of setting the compensation levels for our named executive officers. Each year, the compensation consultant reviews our named executive officers’ base salary, total cash compensation, and long-term incentive compensation in relation to the peer group, using compensation market data obtained from proxy statements filed by the peer group companies and from compensation survey information that the consultant has gathered and evaluated. The Committee reviews the consultant’s reports and peer group comparisons.

Given the rapidly changing and competitive environment of the medical device industry, the Committee annually reviews the composition of the peer group and considers whether modifications are appropriate. The selected peer group companies are generally U.S.-based companies in the healthcare industry that fall within a reasonable range of comparison factors relative to our Company.

Specifically, from within the pool of potential peers, the Committee first considers each potential peer company’s revenue – targeting those with revenue within the range of approximately 1/3 to 3x Bard’s revenue, and market capitalization – targeting those with market capitalization within the range of approximately 1/4 to 4x Bard’s market capitalization. The Committee then considers and gives preference to those peers with which we compete for executive talent in the marketplace, as well as companies with business complexity comparable to ours (focusing on percentage of revenue from foreign sales, market capitalization to revenue ratio and product diversity).

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Note:

Occasionally, leniency on parameters may be exercised for close comparators and year-over-year consistency given the summary statistics and percentile positioning among the peer group.

In 2013, the Compensation Committee reviewed the composition of the peer group and determined to maintain the peer group in place since 2012, subject to changes that occur as a result of industry consolidation. The following table lists the companies that comprise our 2013 peer group along with select business characteristics (dollars in millions):


Peer Company	Market Cap as of 12/31/13	Revenue⁽¹⁾	Net Income⁽¹⁾	Employees⁽²⁾
Becton Dickinson & Company, Inc.	$21,433	$ 8,129	$ 939	29,979
Bio-Rad Laboratories, Inc.	$ 3,547	$ 2,104	$ 89	7,380
Boston Scientific Corporation	$16,049	$ 7,143	-$ 121	24,000
CareFusion Corporation	$ 8,416	$ 3,556	$ 368	15,000
Covidien Ltd.	$30,809	$10,261	$1,605	38,500
Edwards Lifesciences Corp.	$ 7,195	$ 2,046	$ 392	8,200
Hologic, Inc.	$ 6,104	$ 2,458	-$1,181	5,615
Hospira, Inc.	$ 6,847	$ 4,003	-$ 8	17,000
Life Technologies Corporation*	$13,100	$ 3,842	$ 476	10,000
Resmed, Inc.	$ 6,689	$ 1,540	$ 325	3,900
STERIS Corporation	$ 2,829	$ 1,585	$ 132	6,000
St. Jude Medical, Inc.	$18,078	$ 5,501	$ 723	15,000
Stryker Corporation	$28,434	$ 9,021	$1,006	25,000
Teleflex Incorporated	$ 3,862	$ 1,696	$ 151	11,400
Thermo Fisher Scientific Inc.	$40,238	$13,090	$1,273	39,000
Varian Medical Systems, Inc.	$ 8,230	$ 2,976	$ 441	6,400
Waters Corporation	$ 8,513	$ 1,904	$ 450	5,860
Zimmer Holdings, Inc.	$15,934	$ 4,623	$ 761	9,000
C. R. Bard, Inc.	$10,433	$ 3,020	$ 690	13,000

⁽¹⁾	Based on financial data reported by each company for the most recent four fiscal quarters

⁽²⁾	Based on recently reported figures

*	As of February 3, 2014 operates as a subsidiary of Thermo Fisher Scientific Inc.

Annual Pay-for-Performance Analysis

Pay-for-performance represents a significant element used in the development of our executive compensation program. The Compensation Committee structures our executive pay so that a substantial portion of the total compensation opportunity consists of variable compensation and is dependent upon our operational, financial and stock performance.

In October 2013, the Committee reviewed a historical pay-for-performance analysis conducted by the compensation consultant to evaluate the alignment of realizable pay to performance at the Company versus our peer group for the most recently completed one- and three-year periods (2012 and the three-year period from 2010 through 2012). In this analysis, the Committee considers realizable pay rather than pay opportunity because it reflects a more appropriate measure of executive pay by looking at actual earned cash and the realizable value of equity compensation based upon actual performance and stock price at the end of the measured performance period. The analysis reviewed during 2013 considered how each of the following compared with our peer group:

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the Company’s relative one-year and three-year performance using operational and shareholder performance metrics, specifically revenue growth, net income growth earnings per share growth and total shareholder return;

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the short-term alignment comparing our executives’ 2012 annual bonus payouts and the Company’s one-year relative performance; and

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the long-term alignment comparing our executives’ potential long-term incentive compensation for the three-year period from 2010 through 2012 and the Company’s three-year relative performance.

The analysis concluded that our executives’ short-term pay for 2012 and long-term pay for the three-year period from 2010 through 2012 was in alignment with our performance and indicative of the performance orientation of the Company’s compensation programs with aggressive goals relative to our peers. For the short-term period (2012), the named executives’ actual bonuses approximated the 70-75^th percentile, and financial performance averaged the same. For the long-term period (2010-2012), the named executives’ realizable equity values ranged from the 60^th to 70^th percentiles, with long-term earnings per share and total shareholder return performance at the 60^th percentile.

The chart below illustrates the comparison of our CEO’s realizable three-year long-term incentive value and total shareholder return relative to our peer group.

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Key Performance Measures

During 2013, the Committee and management continued efforts to evaluate the performance measures used in Bard’s incentive compensation program to assess their link to short- and long-term business strategy and market practice. The analysis included a review of the Company’s strategic business plan, research regarding competitive incentive design practices based on peer group and general industry data, and discussions with senior executives.

The following depicts the 2013 performance measures as they apply to short- and long-term incentives for the named executive officers:

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A description and rationale for each of the 2013 corporate performance measures under our annual Executive Bonus Plan (under which each of the named executive officers is covered) is below:


Short-Term Incentives – Corporate Performance Measures

Revenue (primary goal: 50% weighting)		• Description: Sales measured in constant currency and adjusted for changes in accounting rules or practices and revenue reductions relating to divestitures of a business or division
		• Rationale: Focuses executives on year-to-year top-line growth

Net Income (primary goal: 50% weighting)		• Description: Net income attributable to common shareholders as reported in our audited annual consolidated financial statements and adjusted for changes in tax laws and accounting rules or practices; severance and related costs related to certain reductions in force; charges related to legal or regulatory proceedings exceeding $1 million; nonrecurring royalty or licensing payments by the Company over $1 million; dilution related to acquisitions, including purchased research and development charges; charges related to divestitures of a business, division or fixed assets; and charges related to impairments of assets made to adjust carrying value to fair value • Rationale: Focuses executives on our year-to-year bottom line efficiency and profitability

Cash Flow (secondary goal: modifier that applies if at least 100% of combined primary goals are achieved)		• Description: Operating cash flow on the consolidated statement of cash flows • Rationale: Important indicator of our ability to service debt, make capital expenditures and pursue growth initiatives and/or return value to shareholders

Each of Messrs. Holland, Beasley and Collins took on revised responsibilities effective July 1, 2013 in connection with a mid-year re-alignment of our corporate organizational structure, which is summarized below.


Name	Before July 1, 2013	As of July 1, 2013

Christopher S. Holland	• Finance • Treasury • Investor Relations • Information Technology Services	• Finance • Treasury • Investor Relations • Information Technology Services • Bard Medical Division • Board of Bard’s Joint Venture in Japan

Jim C. Beasley	• Bard Access Systems • Bard Peripheral Vascular • Bard Japan • Asia/Australia/NZ • Lutonix Technology Center	• Bard Access Systems • Bard Peripheral Vascular • Bard Japan • Lutonix Technology Center • Latin America

Timothy P. Collins	• Worldwide Operations • Bard Electrophysiology • Bard Canada	• Worldwide Operations • Bard Electrophysiology* • Bard Canada • Northern Europe • Southern Europe • Eastern Europe, Middle East and Africa • South Africa

*	On November 1, 2013, the Company closed on the sale of certain assets and liabilities of Bard Electrophysiology to Boston Scientific Corporation.

The table below shows the 2013 primary and secondary business unit performance measures for Messrs. Holland, Beasley and Collins. The performance targets and methodology for calculating the awards for 2013 under the Executive Bonus Plan are discussed in greater detail below under “Elements of Executive Compensation – Cash Compensation – Annual Bonus Awards of 2103” and in the narrative following the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”


Short-Term Incentives – Business Unit Performance Measures
Mr. Holland		Messrs. Beasley and Collins

Primary Goals:	• Revenue • Net Income	Primary Goals:	• Revenue • Net Income • Operations Variance (applicable solely to global operations)

Secondary Goals:	• Actual Gross Profit	Secondary Goals:	• Actual Gross Profit (applicable to U.S. and international divisions) • New Product Sales (applicable solely to international geographies)
Rationale: Performance Measures reflect the business unit growth drivers and ultimately directly impact overall corporate performance

A description and rationale for the performance measures applicable to long-term incentive awards granted to each of the named executive officers during 2013 is below:


Long-Term Incentives

Performance Measures		Description and Rationale

Sales Growth (average adjusted growth for 3-year performance period for Performance Units)		• Description: Net sales measured in constant currency and adjusted for changes in accounting rules or practices and revenue reductions relating to divestitures of a business or division • Rationale: Meaningful indication of Bard’s execution of its business strategy and its importance to shareholders

Total Shareholder Return (rank relative to a broad industry group for 3-year performance period for Performance Units)		• Description: TSR of the Company relative to the TSR of all other companies in the S&P Healthcare Index, excluding services, facilities and managed care companies. TSR is measured based on the closing price of each company’s common stock from the thirty days preceding the start and end dates of the 3-year performance period • Rationale: Aligns executive pay with TSR relative to a broad industry group and our shareholders

Emerging Market Sales (average growth for 2-year performance period for Performance-contingent RSUs)		• Description: Sales for identified geographies measured in constant currency and adjusted for changes in accounting rules or practices and revenue reductions relating to divestitures of a business or division • Rationale: Focuses executives on year-to-year top-line growth for geographies designated as emerging markets, which aligns with the Company’s objective to accelerate expansion into faster-growing geographies

Annual Individual Performance Assessment

In addition to market data and corporate performance, in making its decisions on executive compensation, the Compensation Committee considers the individual performance of our executive officers. At the beginning of each year, the Committee reviews and as necessary adjusts the key financial and non-financial goals under which it evaluates the Chief Executive Officer’s performance. For 2013, these goals included growth in sales and net income, additional sales from new products and business development activities, emerging markets growth, enhanced sales execution and sales force retention, continued implementation of a global product launch process and related growth in international sales, continued implementation of an ethics/training compliance program globally, gross margin improvement, targeted improvement in medical device reports and customer complaint levels, and implementation of the Company’s quality assurance initiatives.

The goals of the other named executive officers in 2013 generally mirrored those of Mr. Ring, with Messrs. Holland, Beasley and Collins also being assessed on the achievement of their respective business units against those goals, where applicable. Each year at the February Compensation Committee meeting, the Committee evaluates Mr. Ring’s performance, and Mr. Ring reports on his evaluation of the performance of the other named executive officers. Each executive officer receives an individual performance rating based on achievement against his or her goals and overall contribution to corporate performance, with the rating based upon an overall evaluation of the executive’s performance rather than a formula. The Committee then considers a combination of market data, corporate performance and individual performance ratings in evaluating base salary, annual bonus awards for the prior year, and bonus and equity targets for the current year, as described below. There is no pre-established weight assigned to these considerations.

Elements of Executive Compensation

In making annual compensation determinations for the named executive officers, the Compensation Committee focuses primarily on each executive’s target direct compensation. The elements of target direct

compensation for our executive officers are base salary, a performance-based annual incentive award paid in cash that we refer to as the executive’s annual bonus, and annual long-term equity awards.

The Compensation Committee evaluated and established 2013 executive pay levels in the context of Company and individual performance for 2012 and 2013, competitive benchmarking and the impact of the global economic environment. The Committee also considered the shareholder advisory vote results from the 2012 and 2013 Annual Meetings of Shareholders regarding the compensation of our named executive officers.

Total Direct Compensation

The table below provides an overview of the elements of our total direct compensation for all named executive officers:


Base Salary

Description • Fixed pay • Cash		Purpose • Base salaries are an integral component of our total compensation program and help to attract and retain senior executives by providing a stable source of income • Base salaries compensate our executives for their level of responsibility, experience, skills and knowledge
Considerations & Process • During our annual merit review process or upon hire, base salaries are set for our executive officers, including the named executive officers, by evaluating the competitive marketplace, the salaries of other C. R. Bard executives, the scope of each executive’s responsibilities, and each executive’s skills • The Compensation Committee also considers the recommendations of our Chief Executive Officer in reviewing and approving the base salaries of all other executive officers, including the other named executive officers. In formulating recommendations to the Committee, our Chief Executive Officer considers the consultant’s report together with the performance of the individual, Bard’s overall corporate performance and, as applicable, the performance of the individual’s business unit(s)
Annual Bonus

Description • Variable pay • Cash • % of base salary		Purpose • Our annual bonus opportunity is intended to incentivize the achievement of rigorous but realistic financial goals that drive annual performance

Considerations & Process • Upon completion of each fiscal year, the Compensation Committee determines and certifies the payout levels under our Executive Bonus Plan and determines bonus awards for the named executive officers. The amount of the annual bonus award for each named executive officer is based upon the level of achievement of the pre-established objective performance criteria for the bonus year, which is determined formulaically, as well as individual performance assessments • In order to receive full payment of the annual bonus award, an executive must, at a minimum, receive a satisfactory individual performance rating. If the executive receives less than a satisfactory rating, the formula-based bonus payment may be reduced to reflect the level of individual performance. If the executive achieves better than a satisfactory rating, no additional compensation is added under the bonus formula because we believe that rewards for higher individual performance are adequately reflected in salary and equity decisions • At the beginning of each new fiscal year, the Committee establishes Company performance targets applicable to the new bonus year for the named executive officers under the Executive Bonus Plan


Long-Term Incentives

Description • Variable pay • Annual equity awards in the form of: – Performance Units – Performance-Contingent RSUs – Stock Options		Purpose • The most significant portion of our named executive officers’ total compensation opportunity is in the form of equity awards under the 2012 Long Term Incentive Plan • Our long-term equity awards are provided in large part because we believe executive ownership of our common stock aligns executive interests with those of shareholders, and promotes long-term sustainable shareholder value creation • Equity awards are especially valuable for recruiting, particularly given the extensive use of equity-based incentives in the market in which we compete for executive talent • These awards are also a valuable tool to retain executives with long-term potential, consistent with succession planning goals

Considerations & Process • In assessing the appropriate equity compensation levels during our annual long-term incentive grant process, the Compensation Committee reviews a peer group benchmarking report prepared by the compensation consultant which details market-based equity grant trends and provides grant value recommendations for each named executive officer • The total long-term incentive value determined by the Committee for each named executive officer is delivered 33% in the form of performance units, 33% in the form of performance-contingent restricted stock units and 34% in the form of stock options • The Committee believes that this approach balances the performance potential among the three elements of equity compensation • The Committee made the annual grant of stock options and performance-contingent restricted stock units at the Committee’s regularly scheduled meeting in December 2013, which aligns both the timing of equity grants with the setting of performance targets, and equity grant expensing with fiscal year planning. The 3-year performance awards were granted in February 2013 based on the annual long-term incentive analysis and review conducted in December 2012

Cash Compensation

Following is a summary of the determinations made by the Compensation Committee with respect to 2013 cash compensation for the named executive officers.

Base Salaries for 2013

During the annual merit review in February 2013, the Committee applied no merit increase over 2012 salary levels for the named executive officers consistent with corporate cost containment efforts and the following table sets forth the base salaries for the named executive officers effective March 1, 2013 with no change from the prior year:


Name	March 1, 2012 Base Salary			March 1, 2013 Base Salary
Timothy M. Ring		$	1,092,000		$	1,092,000
John H. Weiland		$	887,000		$	887,000
Christopher S. Holland		$	500,000		$	500,000
Jim C. Beasley		$	540,000		$	540,000
Timothy P. Collins		$	540,000		$	540,000

In connection with a re-alignment of organizational responsibilities that became effective July 1, 2013, Messrs. Holland, Beasley and Collins each received a promotion, assumed new responsibilities and received revised compensation in connection with these changes. Following are the base salaries for Messrs. Holland, Beasley and Collins effective July 1, 2013 as compared to March 1, 2013:


Name	March 1, 2013 Base Salary			July 1, 2013 Base Salary			Percentage Increase
Christopher S. Holland		$	500,000		$	580,000		16	%
Jim C. Beasley		$	540,000		$	580,000		7	%
Timothy P. Collins		$	540,000		$	580,000		7	%

Annual Bonus Awards for 2013

The Committee maintained target bonus opportunities at the same levels in place during 2012 for each of the named executive officers. As a result, 2013 bonus target levels as a percentage of base salary for the named executive officers were as follows:


Name		Percentage of Base Salary
Timothy M. Ring		135%
John H. Weiland		100%
Christopher S. Holland		80%
Jim C. Beasley		80%
Timothy P. Collins		80%

Effective in 2012, the Committee approved an increase to Mr. Ring’s target bonus opportunity. Prior to 2012, the Committee had maintained target bonus opportunities for the named executive officers’ flat since 2006 for Messrs. Ring and Weiland, since hire in 2012 for Mr. Holland, and since 2009 for Messrs. Beasley and Collins. Partially in recognition that the CEO received no increases in base salary for 2010, 2012 or 2013, the Committee increased Mr. Ring’s target annual incentive opportunity to 135% of base salary from 125% in an effort to maintain a highly performance-oriented, at-risk pay mix for Mr. Ring. By implementing this change, the Committee’s goal was to ensure that any increase in cash compensation Mr. Ring may receive would be based entirely on the performance of the Company since bonus opportunity is linked to the achievement of pre-established rigorous but realistic financial goals.

For the 2013 performance period under the Executive Bonus Plan (under which each of the named executive officers is covered), annual bonus awards were determined based upon the following achievement of our pre-established primary performance goals for 2013, as certified by the Compensation Committee (in accordance with the requirements of Section 162(m) of the Internal Revenue Code). Since the level of combined primary goal achievement was below target, the secondary goal achievement was not applicable to the determination of 2013 bonus awards.


2013 Corporate Performance Achievement

		Target Growth over 2012	Percentage Achieved		Corporate Payout Level
Primary criteria:	Global Revenue (50% weighting) Global Net Income (50% weighting)	2.2% 0%	101.2% 98%	}	98.4%

Secondary criteria:	Cash Flow		N/A
	(% achievement over 2013 budgeted cash flow from operations)

Rationale: The Committee set the revenue and net income growth targets for 2013 in connection with the investment plan announcement by the Company in January 2013, which includes a plan to increase spending by approximately $70 million for more than 40 targeted projects intended to provide opportunities for improved long-term revenue growth

For Messrs. Holland, Beasley and Collins, whose annual bonus opportunities were based in part on the above 2013 corporate performance achievement and based in part on each executive’s business unit criteria, 2013 annual bonus awards were also determined based upon the achievement of the following pre-established primary and secondary business unit performance goals for 2013, as certified by the Compensation Committee (in accordance with the requirements of Section 162(m) of the Internal Revenue Code).


Short-Term Incentives – Mr. Holland’s Business Unit Performance Measures (applicable to 15% of bonus opportunity from 7/1/13 to 12/31/13)
		7/1/13 – 12/31/13 Combined Percentage Achieved
Primary Criteria:	Revenue Net Income (50% weighting each)	79.5%
		Adjustment to Bonus Target
Secondary Criteria:	Actual Gross Profit	(5%)


Short-Term Incentives – Mr. Beasley’s Business Unit Performance Measures (applicable to 50% of bonus opportunity)
		1/1/13 – 6/30/13 Combined Percentage Achieved	7/1/13 – 12/31/13 Combined Percentage Achieved
Primary Criteria:	Revenue Net Income (50% weighting each)	69.4%	66.8%
		Adjustment to Bonus Target	Adjustment to Bonus Target
Secondary	Actual Gross Profit	(5%)	(5%)
Criteria:	New Product Sales	5%	5%


Short-Term Incentives – Mr. Collins’s Business Unit Performance Measures (applicable to 50% of bonus opportunity)
		1/1/13 – 6/30/13 Combined Percentage Achieved	7/1/13 – 12/31/13 Combined Percentage Achieved
Primary Criteria:	Division Revenue Net Income (combined 25% weighting)	38.9%	41.4%
	Operations Operations Variance (75% weighting)	Percentage Achieved
	Operations Operations Variance (75% weighting)	148.9%
		Adjustment to Bonus Target	Adjustment to Bonus Target
Secondary	Actual Gross Profit	5%	(3.8%)
Criteria:	New Product Sales	5%	0%

The corporate performance achievement for 2013 noted above resulted in annual bonus award payouts for Messrs. Ring and Weiland, and all employees with bonus awards based solely on those results, equal to 98.4% of their bonus targets, resulting in payouts as a percentage of base salary for Messrs. Ring and Weiland of 132.84% and 98.4%, respectively. Based upon the level of business unit achievement noted above and the above corporate performance achievement, the 2013 bonus award, as a percentage of base salary, for each of Messrs. Holland, Beasley and Collins was equal to 77.3%, 66.6% and 88.2%, respectively.

The annual bonus award earned in the 2013 plan year by each named executive officer is set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. More details regarding the calculation of 2013 bonus awards, including a step-by-step calculation based on Corporate Performance Measures and Business Unit Performance Measures, are provided in the narrative following the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation”.

Long-Term Equity-Based Compensation

Following is a summary of the determinations made by the Compensation Committee with respect to 2013 long-term equity-based compensation for the named executive officers.

2013 Performance Units, Performance-Contingent Restricted Stock Units and Stock Options

To enhance the alignment of management’s interests with shareholders and help drive long-term performance, the Committee revised the long-term incentive award mix beginning with equity awards granted in December 2011 to provide the named executive officers with the following:

LOGO

• 1/3 of total value in the form of performance units (three-year measure)

• 1/3 of total value in of the form of performance-contingent restricted stock units (two-year measure)

• 1/3 of total value in the form of stock options

Performance Units: Provide an opportunity to earn units (settled in shares of common stock) based on Bard’s sales growth performance against goals over the three-year performance period (2013-2015). Threshold achievement earns 25% of target, achievement at goal earns 100% of target level, and stretch achievement earns 240% of target level. Final units earned may be increased or decreased by Bard’s TSR rank relative to the S&P Healthcare Index for the performance period. Depending on the performance, the earned award vests fully at the end of the three-year performance period following certification of achievement by the Compensation Committee.

Performance-contingent Restricted Stock Units: Provide an opportunity to earn restricted stock units based on Bard’s emerging markets sales growth performance against goals over a two-year performance period (2014-2015). Absolute achievement is required for restricted stock units to be earned (i.e. all or nothing achievement of the goal is required). If the Company achieves the performance goal, the award vests 50% at the end of the two-year performance period following certification of achievement by the Compensation Committee, and in 25% increments on the next two anniversaries of the Compensation Committee’s certification.

Stock Options: Provide the opportunity to buy a specified number of common shares at a pre-determined price equal to the fair market value on the grant date for a set period of time, so long as the executive meets the required service period. Options vest in 25% increments over four years from the grant date.

Equity Award Targets

To determine the target value of the equity awards for each of the named executive officers to be granted for 2013, the Compensation Committee took into account the consultant’s recommended range of target values and analysis of market trends (including total cash and equity compensation), the individual’s performance and potential and the market position of each of the named executive officers. In December 2013, the Committee approved a total equity award value between the 50^th and 75^th percentiles of the market for Messrs. Ring, Holland, Collins and Beasley, and above the market for Mr. Weiland. The total equity award value approved for each named executive officer in December 2013 was divided such that 2/3 of the approved total value was granted in December 2013, and 1/3 of such value was granted in February 2014. Due to Bard’s approach of dividing and delivering a single year’s annual equity award value in two different fiscal years, the 2013 equity grant values shown in the Summary Compensation Table for the named executives reflect a portion of the Committee’s decisions made in 2013 (reflective of 2013 market trends) and a portion of the Committee decisions made in 2012 (reflective of 2012 market trends).

Performance-contingent restricted stock unit grants and stock option grants representing 2/3 of the long-term incentive value approved by the Compensation Committee in December 2013 and the performance units granted in February 2013 that represented 1/3 of the long-term incentive values approved in December 2012, are set forth below in the Grants of Plan-Based Awards in 2013 Table and described in more detail under “Stock Awards” in the narrative preceding the table.

Vesting

The three-year performance units granted in February 2013 vest in full upon the Committee’s determination and certification of performance achievement following the end of the three-year performance period.

The performance-contingent restricted stock unit awards granted in December 2013 are subject to both “performance-based” vesting and “time-based” vesting, as discussed in more detail in the narrative following the Summary Compensation Table below. Performance-based vesting must occur before the time-based vesting begins. For the grants made in December 2013, the Compensation Committee determined that performance-based vesting will occur upon the achievement of an emerging markets sales growth goal over the two-year performance period from January 2014 through December 2015. Fifty percent (50%) of the award vests immediately upon the Committee’s determination and certification of performance goal achievement at the end of the two-year performance period, and the award continues to vest in 25% annual increments on the next two anniversaries of the Committee’s certification, subject to continued employment.

The stock options granted in December 2013 vest in 25% annual increments on the first four anniversaries of the grant date, subject to continued employment.

The Compensation Committee designed the vesting schedules of the 2013 awards to be deductible under Internal Revenue Code Section 162(m), as discussed in more detail below, to be competitive with peer group practices and to deliver compensation over a period of years, which assists us with our goal of executive retention.

See “Potential Payments Upon Termination or Change of Control” for a description of vesting of equity awards upon termination of employment by reason of death, disability or retirement, or upon a change of control.

Management Stock Purchase Program

We maintain the Management Stock Purchase Program, or “MSPP,” because we believe ownership of our common stock aligns an executive’s interests with those of our shareholders, consistent with our objectives. We describe the MSPP in more detail below under the Nonqualified Deferred Compensation Table. Under the MSPP, executives are required to contribute a portion of their annual bonus to purchase restricted stock units until they meet certain minimum ownership requirements described below under “Stock Ownership Guidelines.” In addition, each executive has the option to contribute additional bonus amounts up to 100% of the award. The amounts contributed by the named executive officers in 2013 are set forth below in the Nonqualified Deferred Compensation Table.

Each restricted stock unit acquired by the executive under the MSPP represents the right to receive one share of our common stock. In order to encourage participation, promote retention and offset the risk of holding the units for a required minimum of four years, we give the executive a 30% discount from the lower of the fair market value of our common stock on the first business day in July of the previous year or the date the annual bonus is approved in February. In 2013, the price used was $101.455, the fair market value of our common stock on February 13, 2013.

Out of the total number of units purchased, a number of units with a value equal to the amount of the 30% discount are considered “premium units.” The premium units fully vest four years from the purchase date. A participant is always 100% vested in his or her non-premium units. Under the terms of the MSPP, an executive forfeits all premium units if his or her employment terminates during this four-year period, except that the executive receives a prorated number of premium units if his or her employment terminates because of death, disability or retirement. In addition, all premium units become fully vested upon a change of control of C. R. Bard. We provide prorated vesting upon death, disability and retirement and full vesting upon a change of control because, in each of these circumstances, we believe that the executive has satisfied his or her obligations to us. The Committee also has discretion to approve full vesting. In determining whether to exercise this discretion, the Committee considers on a case-by-case basis the relevant circumstances, our past practices and then-current market practices.

Stock Ownership Guidelines

To further align the interests of management and shareholders, we maintain formal stock ownership guidelines for the named executive officers and others holding senior executive positions at the corporate and business unit levels. The ownership guidelines are expressed in terms of the value of the common stock (including restricted stock), stock units and stock options, including shares in our 401(k) plan, held by the executive as a multiple of that executive’s base salary. The guidelines require each named executive officer to own common stock having a value equal to the multiple of base salary applicable to his position as shown in the table below, as of February 24, 2014.


Name	Stock Ownership Requirement (multiple of base salary)	Status
Timothy M. Ring	5x	Exceeds guideline
John H. Weiland	4x	Exceeds guideline
Christopher S. Holland	3x	Exceeds guideline
Jim C. Beasley	3x	Exceeds guideline
Timothy P. Collins	3x	Exceeds guideline

Executives subject to the stock ownership guidelines are required to contribute a minimum of 25% of their annual cash bonuses to purchase restricted stock units under the MSPP until they reach the applicable ownership guidelines. Executives who are subject to ownership guidelines have five years to meet the applicable guidelines. After the executive has reached the applicable ownership guidelines, contribution to the MSPP is voluntary.

While the executive officers are given five years to meet the applicable stock ownership guidelines, the Compensation Committee monitors participation and expects that incremental progress will be made each year by each executive officer who has not met the applicable guidelines.

Clawback Policy

In 2013, the Board adopted an incentive-based compensation recovery policy, which relates to the recoupment of any annual or long-term incentive or equity compensation given to a current named executive officer (as defined in Item 402(a)(3) of SEC Regulation S-K), in the event of a restatement of the Company’s published financial results. Under the policy, if the Board determines that any annual or long-term incentive or equity compensation was made to one of the named executive officers based on later restated published financial statements, then the Board may seek to recover the part of any such compensation that was paid based upon the financial performance in the published financial statements that were subsequently restated. The Board of Directors will re-evaluate this policy for potential revisions when the final regulations under the Dodd-Frank Act related to clawbacks are adopted.

Other Benefits and Arrangements

Pension and Supplemental Executive Retirement Plan

We maintain a tax-qualified Employees’ Retirement Plan to provide traditional pension benefits for substantially all of our U.S.-based employees, including the named executive officers other than Mr. Holland. In addition, we maintain a Supplemental Executive Retirement Plan, or “SERP,” to provide benefits to our highly paid employees above the strict limits imposed on the Employees’ Retirement Plan benefits under the Internal Revenue Code. We describe this plan in detail below under the Pension Benefits Table. Effective January 1, 2011, both the Employees’ Retirement Plan and the SERP were amended to close the plans to employees hired on or after that date. All employees participating in the Employees’ Retirement Plan and the SERP prior to January 1, 2011, including the named executive officers other than Mr. Holland, will continue to participate in these plans. Executives hired on or after January 1, 2011 are eligible for an annual retirement contribution made by the Company in the Company’s qualified 401(k) plan of between 3% and 8% of pay depending on their length of service. This contribution is made for those employees active on the last day of the calendar year and based on total pay received while participating during the calendar year. Employees become participants on the one year anniversary of employment. Mr. Holland, who was hired in 2012, became eligible for this annual retirement contribution in 2013. In addition, he is eligible to receive an enhanced benefit under our defined contribution excess plan, which provides benefits to highly paid employees hired on or after January 1, 2011 above the strict limits imposed on the benefits provided under the Company’s qualified 401(k) plan.

We consider retirement programs and other benefits to be essential in the context of total compensation and important for us to remain competitive as an employer. Although there is no direct link to performance for pension benefits, there is a correlation because benefits depend on a participant’s cash pay, which is directly linked to performance, as described above. In general, we believe that these programs are competitive with programs offered by our peer group of companies. These benefits also help us to reward long-term service. We believe that it is essential to offer programs that provide a balanced approach to attracting and retaining key executives, and the pension program, along with other benefits, helps meet that objective.

Supplemental Insurance/Retirement Plan

We believe that our Supplemental Insurance/Retirement Plan, or “SIRP,” provides a competitive advantage by offering a program that is particularly attractive to mid-career hires and executives who are promoted to key positions from within C. R. Bard. The SIRP provides supplemental death and retirement benefits to selected key employees, including the named executive officers. The SIRP is a non-qualified deferred compensation plan under which annual accruals generally escalate in value as the executive officer progresses in his or her career. Upon retirement, which is defined under the SIRP as age 55 with five years of service to us, a participant is entitled to payment of his or her benefits. While there is no direct link to performance once an executive officer becomes a participant, the annual accrual is based on the executive officer’s position as well as the current year’s base salary and bonus payments, which are directly linked to performance, as discussed above. In addition, the SIRP serves as a valuable retention tool, since service for an extended period is generally required for benefits to vest and accruals increase as the participant reaches certain age ranges. Benefits under the SIRP that the executive officer would have otherwise received if he or she remained with us through age 65 are also payable, with respect to officers, following a termination of employment within three years after a change of control. The SIRP also provides a disability benefit for a participant who becomes disabled before receipt of retirement benefits. Benefits are paid under the SIRP upon death, disability, retirement or change of control because, in each of these circumstances, we believe that the executive officer has satisfied his or her obligations to us. A participant will forfeit all benefits owed under the SIRP upon violation of a restrictive covenant with us that generally provides that the participant will not engage in business activities that are competitive with our businesses. We describe the SIRP in more detail below under the Nonqualified Deferred Compensation Table.

Change of Control and Other Arrangements

We have entered into change of control agreements with each of our executive officers, as described below under the heading entitled “Potential Payments Upon Termination or Change of Control.” Given our relative size in our industry and the trend toward consolidation in our industry, we believe that we need strong, market competitive change of control benefits to attract and retain key executives. We believe this to be particularly important during and beyond an acquisition to ensure the ongoing success of our business and to maximize value for our shareholders.

In connection with reviewing the objectives of specific provisions of the change of control agreements and to better align our practices with current compensation governance practices, for new agreements entered into as of January 1, 2010, the Committee eliminated payment of change of control benefits upon termination for any reason in the six-month period following the first anniversary of a change of control (i.e., a “walk-away” right), and tax gross-up payments to an executive in connection with any excise taxes payable by such executive under Section 4999 of the Internal Revenue Code. These modifications to the Company’s change of control agreements do not impact the contractual commitments previously made to the named executive officers under their change of control agreements.

Each of the Company’s change of control agreements contains a “double trigger,” which requires termination of the executive without cause or by the executive for good reason in connection with a change of control, before payment of any change of control benefit to the executive. This structure essentially places the decision of whether or not to trigger change of control benefits largely in the hands of the acquiring company, since a change of control alone would not trigger the benefit. We believe that these agreements encourage retention by providing an incentive for the executive to remain with us until the completion of a pending change of control and by providing security to the executive, either in the form of continued employment or severance benefits, following a change of control. For executives with agreements with us dated prior to January 1, 2010, termination of employment for any reason in the six-month period following the first anniversary of a change of control will trigger payment of change of control benefits.

In addition, as a result of negotiations at the time of hire, we entered into an agreement in 1995 with Mr. Weiland that requires us to pay him one year of base salary and bonus if he is terminated without cause. None of our other named executive officers has such an agreement.

Perquisites and Other Benefits

We historically provided certain perquisites to senior executives in order to provide security, convenience and support services that allow them to more fully focus attention on carrying out their responsibilities to us. We describe the perquisites and other benefits available to the named executive officers in 2013 in the narrative following the Summary Compensation Table below.

Under our Executive Choice Plan, the named executive officers receive an annual cash allowance of $65,000 for the Chief Executive Officer, $55,000 for the Chief Operating Officer, and $40,000 for the Chief Financial Officer and Group Presidents. Executives may use the allowance to offset costs related to Company-administered automobiles and financial planning, and/or to pay for other personal benefits of his or her choice. The annual allowance is not considered compensation under any of the Company’s employee benefit plans.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to the Chief Executive Officer and the three other most highly compensated executive officers, other than the Chief Financial Officer, employed on the last day of any fiscal year. Qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. We consider deductibility as one factor when we make a decision regarding executive compensation. In order to maximize the deductibility of our executives’ pay, we structured our Executive Bonus Plan and 2012 Long Term Incentive Plan such that performance-based annual incentive bonuses and long-term equity-based compensation paid under those plans for our most senior executives should constitute qualifying performance-based

compensation under Section 162(m). However, in some cases, we determine that it is appropriate to provide compensation that may exceed deductibility limits in order to meet market demands and retain key executives. In 2013, all of the compensation paid to our executive officers was intended to be deductible under Section 162(m), except for a limited portion of Mr. Ring’s total compensation.

Equity Grant Practices

Annual grants of equity compensation are generally made on one occasion during the year to all eligible employees, except performance units which are granted within the first 90 days of the start of the related performance period. For all stock option grants, the exercise price is determined on the date of grant and is equal to the fair market value of our common stock on that date, which is defined under our 2012 Long Term Incentive Plan as the average of the high and low prices of the common stock on the New York Stock Exchange on the grant date. Grants of equity compensation to new hires and eligible employees (other than corporate officers or division heads) made outside of the annual equity grant cycle are either approved by the Compensation Committee directly, or by management pursuant to a delegation of authority within pre-determined value targets approved by the Committee each year. There were no off-cycle grants made to the named executive officers in 2013.

Compensation Risk Assessment

Management works with an outside consultant to conduct a comprehensive risk assessment of the Company’s compensation policies, practices and programs. The annual review process includes the following:

•

Completing a compensation plan inventory that catalogues executive compensation and broad-based incentive plans worldwide and covers key terms and features, and plan administration and approval processes for each plan;

•

For each plan determined to be material based on total payout and/or payment per participant, applying a scorecard to assess the potential of creating excessive risk based on plan design, governance and operation; and

•

Detailing the results in a report to management, which includes suggestions to further mitigate risk.

Management reviewed and considered the assessment process and the summary report, and agreed with the consultant’s conclusion that the Company’s policies, practices and programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

The following report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended, or the Exchange Act.

To the Board of Directors of C. R. Bard, Inc.:

We have reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement.

Based on the review and discussion referred to above, we recommend to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

THE COMPENSATION COMMITTEE

Tony L. White, Chair

Herbert L. Henkel

David F. Melcher

Anthony Welters

Summary Compensation Table

The table below sets forth information concerning compensation earned by our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for 2013. These individuals are collectively referred to as the “named executive officers” throughout this proxy statement. The narrative below the table provides additional information about the data in the table, identified by column heading, and about the data in the Grants of Plan-Based Awards in 2013 table below.


Name and Principal Position	Year		Salary ($)			Bonus ($)	Stock Awards ($)⁽¹⁾		Option Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)
Timothy M. Ring		2013		1,092,000		N/A		3,495,102		2,003,396		1,450,613	⁽⁵⁾		330,523		987,014		9,358,648
Chairman and Chief Executive Officer		2012		1,092,000		N/A		3,286,748		1,492,208		1,410,809	⁽⁶⁾		710,889		768,385		8,761,039
Chairman and Chief Executive Officer		2011		1,085,000		N/A		3,109,738		1,714,896		1,437,345	⁽⁷⁾		779,016		727,067		8,853,062

John H. Weiland		2013		887,000		N/A		2,259,359		1,365,931		872,808	⁽⁵⁾		293,628		949,195		6,627,921
President and Chief Operating Officer		2012		887,000		N/A		2,021,762		901,894		848,859	⁽⁶⁾		521,946		845,121		6,026,582
President and Chief Operating Officer		2011		881,300		N/A		2,002,905		1,069,765		934,011	⁽⁷⁾		623,912		882,773		6,394,666

Christopher S. Holland		2013		540,000	⁽⁸⁾	N/A		1,205,864		728,497		417,128	⁽⁵⁾		–		326,346		3,217,835
Senior Vice President and Chief Financial Officer		2012		307,292	⁽⁹⁾	100,000		1,138,441		805,759		223,287	⁽⁶⁾⁽⁹⁾		–		142,903		2,717,682

Jim C. Beasley		2013		560,000	⁽⁸⁾	100,000⁽¹⁰⁾		1,205,864		728,497		372,909	⁽⁵⁾		59,374		325,400		3,352,044
Group President

Timothy P. Collins		2013		560,000	⁽⁸⁾	N/A		1,205,864		728,497		493,762	⁽⁵⁾		99,389		445,324		3,532,836
Group President		2012		537,500		N/A		1,196,214		481,787		426,710	⁽⁶⁾		201,016		359,045		3,202,272
Group President		2011		516,667		N/A		649,198		681,381		419,475	⁽⁷⁾		187,386		500,902		2,955,009

(1)

Amounts represent: (i) the aggregate grant date fair value of annual grants of performance-contingent restricted stock units and/or performance-contingent restricted stock (for prior years, as applicable) calculated using a price per share as follows: $136.37 for 2013, $97.685 for 2012, $84.575 for 2011; and (ii) performance units for the performance period of January 1, 2013 to December 31, 2015 granted on February 13, 2013 using a price per share of $101.455, and for the performance period of January 1, 2012 to December 31, 2014 granted on March 1, 2012 using a price per share of $93.40 for each named executive officer other than Mr. Holland for whom the units were granted on June 1, 2012 using a price per share of $95.99, in each case in accordance with FASB ASC Topic 718. The maximum aggregate grant date fair value of the performance units for Messrs. Ring, Weiland, Holland and Collins for 2013 and 2012 were $3,833,051 and $3,626,535, $2,316,826 and $2,262,335, $1,237,670 and $662,715 and $1,237,670 and $1,440,975, respectively. The maximum aggregate grant date fair value of the performance units for Mr. Beasley for 2013 was $1,237,670. For Messrs. Ring and Weiland for 2011 amounts include the value of retention grants. Retention grants were discontinued in 2012.

(2)

Amounts represent: (i) the aggregate grant date fair value of stock options in 2013, 2012 and 2011 for the named executive officers; and (ii) the maximum aggregate grant date fair value of these options, in each case in accordance with FASB ASC Topic 718. For a description of the assumptions used to arrive at these amounts, see Note 11 to Consolidated Financial Statements contained in our Form 10-K for the year ended December 31, 2013.

(3)

A description of the amounts included in this column is set forth below under the heading “Change in Pension Value and Nonqualified Deferred Compensation Earnings.” The change in pension value is the change in the present value of the pension benefits. The present value changes from one year to the next due to additional benefits earned, one less year until retirement and with changes in the interest rate used to discount the lump sum value of the age 62 pension benefit to the current date (this interest rate is the “discount rate”). When the discount rate increases, the present value declines and when the discount rate decreases, the present value increases. The discount rate had decreased from December 31, 2010 to December 31, 2011 and from December 31, 2011 to December 31, 2012 which increased the 2011 and 2012 changes in pension value. However, from December 31, 2012 to December 31, 2013, the discount rate increased and this reduces the change in pension value shown for 2013.

(4)	A description of the items included in this column, including information regarding perquisites, grant date fair value related to premium units acquired under the MSPP, other benefits and tax gross-up payments, is set forth below under the heading “All Other Compensation.”

(5)	Amounts represent annual bonus awards paid to the named executive officers in February 2014 relating to our 2013 fiscal year under our Executive Bonus Plan. Messrs. Ring, Weiland, Holland, Beasley and Collins contributed all or a portion of their annual bonuses paid in

February 2014 in the amounts of $507,715, $872,808, $417,128, $335,618 and $493,762, respectively, to purchase 6,691, 11,503, 5,497, 4,423 and 6,507 restricted stock units, respectively, under the MSPP. These unit amounts include unvested premium units acquired under the MSPP. We describe the MSPP under the Nonqualified Deferred Compensation Table below.

(6)

Amounts represent annual bonus awards paid to the named executive officers in February 2013 relating to our 2012 fiscal year under our Executive Bonus Plan. Messrs. Ring, Weiland, Holland and Collins contributed all or a portion of their annual bonuses paid in February 2013 in the amounts of $493,783, $848,859, $223,827 and $426,710, respectively, to purchase 6,953, 11,953, 3,145 and 6,009 restricted stock units, respectively, under the MSPP. These unit amounts include unvested premium units acquired under the MSPP. We describe the MSPP under the Nonqualified Deferred Compensation Table below.

(7)

Amounts represent annual bonus awards paid to the named executive officers in February 2012 relating to our 2011 fiscal year under our Executive Bonus Plan. Messrs. Ring, Weiland and Collins contributed all or a portion of their annual bonuses paid in February 2012 in the amounts of $503,071, $934,011 and $419,475, respectively, to purchase 7,719, 14,331 and 6,436 restricted stock units, respectively, under the MSPP. These unit amounts include unvested premium units acquired under the MSPP. We describe the MSPP under the Nonqualified Deferred Compensation Table below.

(8)	Increase in salary due to promotion effective July 1, 2013.

(9)	This amount is prorated for Mr. Holland’s seven months of service in 2012.

(10)	This amount was paid in connection with Mr. Beasley’s promotion in 2013.

It is important to note that the Committee approves target equity award values for named executive officers in December, granting 2/3 of such value in the current year and 1/3 of such value in the following year. Therefore, the 2013 equity grant values shown in the Summary Compensation Table reflect 2/3 of the grant value approved in 2013 and granted in 2013 and 1/3 of the grant value approved in 2012 and granted in 2013.

Stock Awards

In February 2013, three-year performance units were granted to the named executive officers under our 2012 Long Term Incentive Plan reflecting 1/3 of the total equity award value approved by the Compensation Committee in December 2012. Due to our approach of dividing and delivering a single year’s annual equity award value in two different fiscal years, the 2013 grant values shown in the Stock Award column reflect a portion of the Committee’s decisions made in 2013, and a portion of the Committee’s decisions made in 2012. The performance units, described in detail above under “Executive Officer Compensation – Compensation Discussion and Analysis – Long-Term Equity-Based Compensation”, are payable from 0% to 240% depending upon the level of achievement of a pre-established average sales growth goal and our total shareholder return rank relative to a broad industry group, in each case over the three-year performance period. The earned performance units vest in full upon the Committee’s determination and certification of performance achievement following the end of the three-year period.

The restricted stock units granted to our named executive officers are subject to both “performance-based” vesting and “time-based” vesting. Performance-based vesting must occur before the time-based vesting begins. The performance-based vesting criteria are met upon achievement of certain targeted increases in emerging markets sales. The performance-based vesting criteria for these grants is measured over a two-year performance period. If we do not achieve the emerging markets sales target in this period, the award will forfeit. If the Committee certifies the achievement of the performance-based vesting criteria, 50% of the restricted stock units vest immediately and 25% of the units will vest on the first and second anniversaries of the date the Committee certifies performance goal achievement, subject to continued employment. The number of units of performance-contingent restricted stock granted in 2013 to each of the named executive officers is set forth below in the Grants of Plan-Based Awards in 2013 Table. For 2013 grants made to named executive officers and certain other executive officers, dividend equivalents are accrued on all unvested restricted stock units in the same amount as the dividends paid on shares of our common stock.

Option Awards

We grant stock options with an exercise price equal to the fair market value of our common stock on the date of grant. “Fair market value” is defined under our 2012 Long Term Incentive Plan as the average of the high

and low prices of our common stock on the date of grant as reported on the NYSE. The option price is payable in cash, by surrender of shares of our common stock or through a cashless exercise procedure. Stock options granted in 2013 will vest in 25% annual increments on the first four anniversaries of the grant date, subject to continued employment.

Non-Equity Incentive Plan Compensation

Our executive officers are eligible for annual incentive awards, which we refer to as the executive’s annual bonus, under the provisions of our Executive Bonus Plan. Each year at the February Compensation Committee meeting, the Committee typically approves corporate financial targets that are used to determine the eligibility for, and amounts of, awards for the year. Based on our performance against these financial targets, we apply a formula to each executive’s target annual bonus award amount as set by the Compensation Committee. Further information about our annual bonus process is set forth in the CD&A under “Elements of Executive Compensation”. As described in the CD&A under “Annual Bonus Awards for 2013”, the following depicts the calculation of the portion of the 2013 annual bonus awards for the named executive officers that was based on the achievement of corporate performance measures. As shown below, 100% of the payout for 2013 for Messrs. Ring and Weiland was based on corporate performance measures, 92.5% of the payout for Mr. Holland was based on corporate performance and 50% of the payout for Messrs. Beasley and Collins was based on corporate performance. The remaining portions of Messrs. Holland’s, Beasley’s and Collins’s payout was based on business unit performance.

Annual Bonus Awards Based on Corporate Performance Measures:

Name and Target Bonus %

Applicable
Performance
Period

Base

Salary

Base Salary x
Target Bonus %

2013 Corporate

Payout Level

Achieved (%)

Annual Bonus Award
Payout Based on

2013 Corporate
Performance ($)

Timothy M. Ring – 135%

(100% Corporate allocation)

1/1/13-12/31/13

$1,092,000

$1,474,200

98.4%

$1,450,613

John H. Weiland – 100%

(100% Corporate allocation)

1/1/13-12/31/13

$887,000

98.4%

$872,808

Christopher S. Holland 80%

(92.5% Corporate allocation)

1/1/13-6/30/13

7/1/13-12/31/13

$500,000

$580,000

$400,000 x .50

+ $464,000 x .425

98.4%

$390,845

Jim C. Beasley – 80%

(50% Corporate allocation)

1/1/13-6/30/13

7/1/13-12/31/13

$540,000

$580,000

$432,000 x .25

+ $464,000 x .25

98.4%

$220,416

Timothy P. Collins – 80%

(50% Corporate allocation)

1/1/13-6/30/13

7/1/13-12/31/13

$540,000

$580,000

$432,000 x .25

+ $464,000 x .25

98.4%

$220,416

Note: Percentages in the above chart are displayed as rounded numbers, and as such, numbers may not add.

The following depicts the calculation of the remaining portion of the annual bonus awards for Messrs. Holland, Beasley and Collins that is based on achievement of each executive’s business unit performance measures. As discussed in the CD&A under “Annual Bonus Awards for 2013”, business unit performance for these executives was determined based on achievement of primary revenue and net income division goals, along with an operations variance goal for Mr. Collins’s global operations responsibility. Business unit secondary goals (based on achievement of goals for actual gross profit and new product sales) may increase or decrease the business unit portion of the executive’s bonus target up to 5% for each goal based on the degree of achievement of the goal. The 2013 annual bonus award for each of these executives was determined by adding the portion of each executive’s annual bonus award payout based on corporate performance (above) to the portion of annual bonus award payout based on his or her business unit performance (below).

Mr. Holland’s Annual Bonus Award Based on Business Unit Performance Measures:


	Individual Target Bonus (%) x 7.5%	+	Bonus Target Adjustment Based on Secondary Goal Achievement	=	Adjusted Target Bonus (%)
Step 1	6%	+	(.3)	=	5.7%

	Adjusted Target Bonus (%)	x	Average Business Unit Primary Goal Achievement (%)	=	Business Unit Award Payout (%)
Step 2	5.7%	x	79.5%	=	4.5%

	Business Unit Award Payout (%)	x	Base Salary ($)	=	Annual Bonus Award Payout Based on 2013 Business Unit Performance ($)
Step 3	4.5%	x	$580,000	=	$26,283

Note: Percentages in the above chart are displayed as rounded numbers, and as such, numbers may not add.

Mr. Beasley’s Annual Bonus Award Based on Business Unit Performance Measures:


	One-half of Individual Target Bonus (%) x 50%	+	Bonus Target Adjustment Based on Secondary Goal Achievement	=	Adjusted Target Bonus (%)
Step 1 (Goals 1/1/13-6/30/13)	20%	+	0	=	20%
Step 1 (Goals 7/1/13-12/31/13)	20%	+	0	=	20%

	Adjusted Target Bonus (%)	x	Average Business Unit Primary Goal Achievement (%)	=	Business Unit Award Payout (%)
Step 2 (Goals 1/1/13-6/30/13)	20%	x	69.4%	=	13.9%
Step 2 (Goals 7/1/13-12/31/13)	20%	x	66.8%	=	13.4%

	Business Unit Award Payout (%)	x	Applicable Base Salary ($)	=	Annual Bonus Award Payout Based on Business Unit Performance ($)
Step 3 (Goals 1/1/13-6/30/13)	13.9%	x	$540,000	=	$74,949
Step 3 (Goals 7/1/13-12/31/13)	13.4%	x	$580,000	=	$77,544

	Annual Bonus Award Payout Based on Business Unit Performance from 1/1/13-6/30/13 ($)	+	Annual Bonus Award Payout Based on Business Unit Performance from 7/1/13-12/31/13 ($)	=	Total Annual Bonus Award Payout Based on 2013 Business Unit Performance ($)
Step 4	$74,949	+	$77,544	=	$152,493

Note: Percentages in the above chart are displayed as rounded numbers, and as such, numbers may not add.

Mr. Collins’s Annual Bonus Award Based on Business Unit Performance Measures (75% linked to operations achievement and 25% linked to division achievement):


	(One-half of Individual Target Bonus (%) x 50%) x 75%	x	Operations Variance Achievement (%)	=	Operations Bonus Award Payout (%) (“Operations %”)
Step 1 (Goals 1/1/13-6/30/13)	15%	x	148.9%	=	22.3%
Step 1 (Goals 7/1/13-12/31/13)	15%	x	148.9%	=	22.3%

	(One-half of Individual Target Bonus (%) x 50%) x 25%	+	Bonus Target Adjustment based on Secondary Goal Achievement	=	Adjusted Division Target Bonus (%)
Step 2 (Goals 1/1/13-6/30/13)	5%	+	.5	=	5.5%
Step 2 (Goals 7/1/13-12/31/13)	5%	+	(.2)	=	4.8%

	Adjusted Division Target Bonus (%)	x	Average Business Unit Primary Goal Achievement (%)	=	Division Bonus Award Payout (%) (“Division %”)
Step 3 (Goals 1/1/13-6/30/13)	5.5%	x	38.9%	=	2.1%
Step 3 (Goals 7/1/13-12/31/13)	4.8%	x	41.4%	=	2.0%

	Business Unit Award Payout (%)	x	Applicable Base Salary ($)	=	Annual Bonus Award Payout Based on Division Performance ($)
Step 4 (Goals 1/1/13-6/30/13)	2.1%	x	$540,000	=	$11,340
Step 4 (Goals 7/1/13-12/31/13)	2.0%	x	$580,000	=	$11,600

	Operations % x Applicable Base Salary	+	Annual Bonus Award Payout Based on Division Performance ($)	=	Annual Bonus Award Payout Based on 2013 Business Unit Performance ($)
Step 5 (Goals 1/1/13-6/30/13)	$120,420	+	$11,340	=	$132,191
Step 5 (Goals 7/1/13-12/31/13)	$129,340	+	$11,600	=	$141,155

	Annual Bonus Award Payout Based on Business Unit Performance from 1/1/13-6/30/13 ($)	+	Annual Bonus Award Payout Based on Business Unit Performance from 7/1/13-12/31/13 ($)	=	Total Annual Bonus Award Payout Based on 2013 Business Unit Performance ($)
Step 6	$132,191	+	$141,155	=	$273,346

Note: Percentages in the above chart are displayed as rounded numbers, and as such, numbers may not add.

Payment of annual bonuses is made promptly after approval by our Compensation Committee in the February immediately following the performance year. The executive officer is generally required to be employed at the end of the fiscal year to be entitled to an annual bonus payment, except in certain cases described below under “Potential Payments Upon Termination or Change of Control.”

Change in Pension Value and Nonqualified Deferred Compensation Earnings

Amounts in this column include increases in the present value of the benefits available to the named executive officers under our qualified pension plan, known as the Employees’ Retirement Plan, and our non-qualified Supplemental Executive Retirement Plan, or “SERP.” We describe these plans and the assumptions

used to calculate the present value of the benefits in more detail below under the Pension Benefits Table. The amounts shown in the Summary Compensation Table for 2013, 2012 and 2011 reflect the increase in the present value of the benefits over 2012, 2011 and 2010, respectively, which was calculated using the same assumptions described under the Pension Benefits Table below.

Our pension plan allows for accruals based on compensation up to the maximum federal limit, which was $255,000 in 2013 and $250,000 in 2012 and $245,000 in 2011. The SERP provides for accruals based on compensation above the federal limit. The increases in 2013, 2012 and 2011 in the present value of accrued benefits under the Employees’ Retirement Plan and SERP for the named executive officers were as follows:


	Employees’ Retirement Plan⁽¹⁾						SERP⁽¹⁾
Named Executive Officer	2013⁽²⁾		2012⁽³⁾		2011⁽⁴⁾		2013⁽²⁾		2012⁽³⁾		2011⁽⁴⁾
Timothy M. Ring	$	32,655	$	77,890	$	89,676	$	297,868	$	632,999	$	689,340
John H. Weiland	$	43,076	$	78,738	$	99,268	$	250,552	$	443,208	$	524,644
Christopher S. Holland		N/A		N/A		N/A		N/A		N/A		N/A
Jim C. Beasley	$	4,883		N/A		N/A	$	54,491		N/A		N/A
Timothy P. Collins	$	21,816	$	65,228	$	63,934	$	77,573	$	135,788	$	123,452

(1)

The change in pension value is the change in the present value of the pension benefits. The present value changes from one year to the next due to additional benefits earned, one less year until retirement and with changes in the interest rate used to discount the lump sum value of the age 62 pension benefit to the current date (this interest rate is the “discount rate”). When the discount rate increases, the present value declines and when the discount rate decreases, the present value increases. The discount rate had decreased from December 31, 2010 to December 31, 2011 and from December 31, 2011 to December 31, 2012 which increased the 2011 and 2012 changes in pension value. However, from December 31, 2012 to December 31, 2013, the discount rate increased and this reduces the change in pension value shown for 2013.

(2)	These amounts were determined by comparing the present value of each named executive officer’s accrued benefit under the Employees’ Retirement Plan and the SERP in 2012 with the present value of the accrued benefit under these plans in 2013.

(3)	These amounts were determined by comparing the present value of each named executive officer’s accrued benefit under the Employees’ Retirement Plan and the SERP in 2011 with the present value of the accrued benefit under these plans in 2012.

(4)	These amounts were determined by comparing the present value of each named executive officer’s accrued benefit under the Employees’ Retirement Plan and the SERP in 2010 with the present value of the accrued benefit under these plans in 2011.

All Other Compensation

Amounts in this column include the values of the following: perquisites; Company-provided life insurance; tax gross-up payments; 2013 accruals to named executive officers’ SIRP accounts; the grant date fair value of unvested premium shares acquired under the MSPP; cost of living payments; 401(k) matching contributions; and Executive Choice Plan allowances.

Perquisites

We make available certain limited perquisites to the named executive officers consisting of relocation benefits and personal use of the Company’s aircraft.

Our relocation program requires an employee who receives relocation benefits to enter into a relocation agreement and provides that if the employee voluntarily terminates employment with the Company within 24 months of the effective date of relocation, the employee: (i) forfeits any remaining payments that may be due under the relocation program; and (ii) will be required to repay in full all relocation expenses paid to the employee or incurred by the Company on the employee’s behalf. In certain cases, the Company has increased this period to 36 months, emphasizing the long-term commitment associated with the relocation.

Our security policy as approved by the Board of Directors, requires that the Chief Executive Officer and the Chief Operating Officer use Company-provided aircraft for business and personal travel whenever possible. Personal use of our aircraft by other employees requires approval by the Chief Executive Officer. In addition to reducing security risks, use of our aircraft for personal travel maximizes the executives’ availability for Company business.

In 2008, the Compensation Committee adopted a policy with respect to personal use of aircraft for our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. In connection with the policy, each of these executives entered into a time-sharing agreement with us under which each reimburses us based on incremental operating costs for personal use of Company aircraft above certain limits set by the Committee. For 2013, the Chief Executive Officer was required to reimburse us for personal use above $125,000, the Chief Operating Officer was required to reimburse us for personal use above $60,000 and the Chief Financial Officer was required to reimburse us for all personal use. The limits will remain at these levels for 2014.

For purposes of the value disclosed in this proxy statement, we calculate the amounts for personal use of our aircraft based on the incremental cost to us of operating the aircraft in each instance of personal use, less any reimbursement received from the executive under the time-sharing arrangement. Our methodology for calculating incremental cost for 2013 was based on average incremental cost per hour or portion thereof taking into account return flights without passengers. These costs include fuel, the travel expenses of the crew, on-board catering, supplies, and landing and parking fees. Since our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on personal usage, such as pilot salaries, the purchase or leasing costs of our aircraft and the cost of maintenance. For 2013, the amounts included in the “All Other Compensation” column of the Summary Compensation Table for personal use of our aircraft for Messrs. Ring, Weiland and Holland were $108,201, $44,840 and $0, respectively.

Life Insurance

In 2013, we provided life insurance for Mr. Ring pursuant to our Key Executive Insurance Plan, which we describe below under the heading “Potential Payments Upon Termination or Change of Control.” We no longer pay any premiums for this arrangement, but in 2013 the policy remained in effect with premiums paid from the accumulated value of the policy. The amounts of the premiums paid in 2013 from the accumulated balance of the policy are included in the “All Other Compensation” column of the Summary Compensation Table above.

Tax Gross-up Payments

As discussed above (under “Executive Officer Compensation – Compensation Discussion and Analysis – Executive Summary”), commencing in 2011, the Company eliminated tax gross-up payments related to personal use of Company cars. Additionally, for 2011 and subsequent years, Mr. Ring waived his right to receive a tax gross-up payment with respect to the value of life insurance under the Key Executive Insurance Plan. See also “Perquisites” above for a description of certain repayment obligations with respect to relocation benefits.

2013 Accruals to SIRP Accounts

We provide supplemental retirement benefits to selected key employees, including the named executive officers, pursuant to our SIRP. The SIRP is discussed in more detail below under the Nonqualified Deferred Compensation Table. For 2013, the accruals to accounts under the SIRP for Messrs. Ring, Weiland, Holland, Beasley and Collins were $529,522, $369,610, $38,322, $95,432 and $130,088, respectively.

MSPP

Under our Management Stock Purchase Program, or MSPP, the named executive officers and other employees at a specified level and above are required to contribute a portion of their annual bonus to purchase restricted stock units at a discount until they meet certain minimum ownership requirements. In addition, each participant has the option to contribute additional bonus amounts up to 100% of the award. The grant date fair value related to premium units acquired under the MSPP in respect of 2013 for Messrs. Ring, Weiland, Holland, Beasley and Collins was $273,815, $470,820, $ 224,973, $181,043 and $266,311, respectively. We describe the MSPP in more detail below under the Nonqualified Deferred Compensation Table.

401(k) Company Match

Under the Bard Employees’ Savings Trust 401(k) Plan, we match a portion of contributions made by participants in the plan in the following amounts: 100% match on the first 3% of pay contributed to the plan and 50% match on the next 1% of pay contributed to the plan. In 2013, participants could contribute up to 50% of their pay into the plan, subject to an annual dollar limit imposed by the Internal Revenue Code, which was $17,500 for 2013. Participants over age 50 may also make “catch-up” contributions of up to an additional $5,500 per year.

Annual Retirement Contribution

Executives hired on or after January 1, 2011 are eligible for an annual retirement contribution made by the Company in the Company’s 401(k) plan of between 3% and 8% of pay depending on their length of service. Employees become participants on the one year anniversary of employment. Mr. Holland, who was hired in 2012, became eligible for this annual retirement contribution in 2013. In addition, he is eligible to receive an enhanced benefit under our Defined Contribution Excess Plan, which provides benefits to highly paid employees hired on or after January 1, 2011 above the strict limits imposed on the benefits provided under the Company’s 401(k) plan. See “Nonqualified Deferred Compensation” below.

Executive Choice Plan

In 2013, the named executive officers participated in the Executive Choice Plan, which provides an annual cash allowance of $65,000 for the Chief Executive Officer, $55,000 for the Chief Operating Officer, and $40,000 for the Chief Financial Officer and Group Presidents. Executives may use the allowance to offset costs related to Company-administered automobiles and financial planning, and/or to pay for other personal benefits of his or her choice. The annual allowance is not considered compensation under any of the Company’s employee benefit plans.

Grants of Plan-Based Awards in 2013

The following table sets forth information about awards granted to the named executive officers under our 2012 Long Term Incentive Plan in 2013 and our Executive Bonus Plan for the 2013 fiscal year. We describe these awards in more detail above under the headings “Stock Awards,” “Option Awards” and “Non-Equity Incentive Plan Compensation.”


Name	Grant Date			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾							Estimated Future Payouts Under Equity Incentive Plan Awards							All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Options Awarded ($/Sh)		Closing Market Price on Date of Grant ($/Sh)⁽⁷⁾		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)			Threshold (#)		Target (#)		Maximum (#)					Exercise or Base Price of Options Awarded ($/Sh)		Closing Market Price on Date of Grant ($/Sh)⁽⁷⁾		Grant Date Fair Value of Stock and Option Awards ($)
Timothy M. Ring		N/A			737,100		1,474,200		2,211,300	⁽⁵⁾
		12/11/2013	⁽²⁾																65,385		136.370		135.060		2,003,396	⁽⁸⁾
		12/11/2013	⁽³⁾											13,918											1,897,998	⁽⁹⁾
		2/13/2013	⁽⁴⁾									3,148		15,742		37,781	⁽⁶⁾								1,597,105	⁽¹⁰⁾

John H. Weiland		N/A			443,500		887,000		1,330,500	⁽⁵⁾
		12/11/2013	⁽²⁾																44,580		136.370		135.060		1,365,931	⁽⁸⁾
		12/11/2013	⁽³⁾											9,489											1,294,015	⁽⁹⁾
		2/13/2013	⁽⁴⁾									1,903		9,515		22,836	⁽⁶⁾								965,344	⁽¹⁰⁾

Christopher S. Holland		N/A			214,600		429,200		643,800	⁽⁵⁾
		N/A					34,800
		12/11/2013	⁽²⁾																23,776		136.370		135.060		728,497	⁽⁸⁾
		12/11/2013	⁽³⁾											5,061											690,169	⁽⁹⁾
		2/13/2013	⁽⁴⁾									1,017		5,083		12,199	⁽⁶⁾								515,696	⁽¹⁰⁾

Jim C. Beasley		N/A			116,000		232,000		348,000	⁽⁵⁾
		N/A					232,000
		12/11/2013	⁽²⁾																23,776		136.370		135.060		728,497	⁽⁸⁾
		12/11/2013	⁽³⁾											5,061											690,169	⁽⁹⁾
		2/13/2013	⁽⁴⁾									1,017		5,083		12,199	⁽⁶⁾								515,696	⁽¹⁰⁾

Timothy P. Collins		N/A			116,000		232,000		348,000	⁽⁵⁾
		N/A					232,000
		12/11/2013	⁽²⁾																23,776		136.370		135.060		728,497	⁽⁸⁾
		12/11/2013	⁽³⁾											5,061											690,169	⁽⁹⁾
		2/13/2013	⁽⁴⁾									1,017		5,083		12,199	⁽⁶⁾								515,696	⁽¹⁰⁾

(1)

Reflects the potential amounts payable as annual bonus awards under our Executive Bonus Plan. As described above in the narrative following the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation,” annual bonuses for Messrs. Ring and Weiland are determined based on achievement of corporate financial targets. A portion of the annual bonus for Messrs. Holland, Beasley and Collins is based on the achievement of corporate financial targets and the remaining portion is based on the achievement of certain financial targets for their respective business units. The amount in the first row for Messrs. Holland, Beasley and Collins reflects the portion of their annual bonus based on achievement of corporate financial targets and the amount in the second row reflects the portion of their annual bonus based on achievement of their respective business unit targets, which as described above have no minimum or maximum amounts.

(2)	Stock options granted under our 2012 Long Term Incentive Plan.

(3)	Performance-contingent restricted stock units granted under our 2012 Long Term Incentive Plan.

(4)	Performance units granted under our 2012 Long Term Incentive Plan.

(5)

Reflects the maximum bonus amount upon 115% achievement of the combined primary corporate performance targets. As noted above in the narrative following the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation,” however, this amount may be increased based on the Company’s average percentage achievement above the secondary corporate target, which percentage is multiplied by the bonus percentage based on the level of achievement of the combined primary performance targets to determine the total bonus amount, and, if applicable, may also be increased by the level of achievement of the executive’s business unit performance targets. No bonus payout for 2013 can exceed $3,000,000 pursuant to the terms of the Executive Bonus Plan.

(6)	Reflects maximum units upon achievement of three-year average adjusted sales growth target with a total shareholder return modifier of plus or minus 20% capped at 240%.

(7)	Stock options granted with an exercise price equal to the fair market value of our common stock on the date of grant, which is the average of the high and low prices of our common stock on the date of grant as reported on the NYSE.

(8)

Amount represents the value of stock options granted in 2013, calculated using a grant date fair value per share of $30.64, determined as of December 11, 2013. The grant date fair value was determined using a binomial-lattice valuation model that takes into account variables such as volatility, dividend yield rate and risk-free interest rate. For a description of the assumptions used to arrive at the grant date fair value, see Note 11 to Consolidated Financial Statements contained in our Form 10-K for the year ended December 31, 2013.

(9)	Amount represents the value of performance-contingent restricted stock units granted in 2013, calculated using a grant date fair value per share of $136.37, computed in accordance with FASB ASC Topic 718.

(10)	Amount represents the value of performance units granted in 2013, calculated using a grant date fair value per share of $101.455.

Outstanding and Exercised Equity Awards

Outstanding Equity Awards at 2013 Fiscal Year-End

The following table sets forth information regarding the outstanding equity awards held by our named executive officers at December 31, 2013.


	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#)⁽⁵⁾		Market Value of Shares or Units of Stock that have not Vested ($)⁽⁶⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)⁽⁷⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)⁽⁶⁾
Timothy M. Ring		92,076	–		66.795		7/13/2015		98,725		13,223,227		64,158		8,593,323
		132,325	–		73.990		7/12/2016
		127,628	–		83.473		7/11/2017
		122,052	–		88.755		7/9/2018
		90,543	–		81.695		12/9/2019
		115,154	–		86.145		12/8/2020
		43,569	43,570⁽¹⁾		84.575		12/14/2021
		18,513	55,542⁽²⁾		97.685		12/12/2022
		–	65,385⁽³⁾		136.370		12/11/2023

John H. Weiland		81,500	–		88.755		7/9/2018		63,879		8,555,953		40,232		5,388,674
		71,856	–		86.145		12/8/2020
		27,179	27,179⁽¹⁾		84.575		12/14/2021
		11,189	33,570⁽²⁾		97.685		12/12/2022
		–	44,580⁽³⁾		136.370		12/11/2023

Christopher S. Holland		3,970	11,911⁽⁴⁾		95.990		6/1/2022		3,452		462,361		18,466		2,473,336
		5,977	17,933⁽²⁾		97.685		12/12/2022
		–	23,776⁽³⁾		136.370		12/11/2023

Jim C. Beasley		–	17,312⁽¹⁾		84.575		12/14/2021		13,553		1,815,289		22,728		3,044,188
		–	17,933⁽²⁾		97.685		12/12/2022
		–	23,776⁽³⁾		136.370		12/11/2023

Timothy P. Collins		29,940	–		86.145		12/8/2020		13,553		1,815,289		22,728		3,044,188
		17,311	17,312⁽¹⁾		84.575		12/14/2021
		5,977	17,933⁽²⁾		97.685		12/12/2022
		–	23,776⁽³⁾		136.370		12/11/2023

(1)	Reflects stock options granted on December 14, 2011 that vest in 25% annual increments on the first four anniversaries of the grant date.

(2)	Reflects stock options granted on December 12, 2012 that will vest in 25% annual increments on the first four anniversaries of the grant date.

(3)	Reflects stock options granted on December 11, 2013 that will vest in 25% annual increments on the first four anniversaries of the grant date.

(4)	Reflects stock options granted on June 1, 2012 that will vest in 25% annual increments on the first four anniversaries of the grant date.

(5)

The restricted stock in this column was granted subject to both performance-based and time-based vesting criteria. Except for grants made to Mr. Holland as part of his new hire grants, performance-based vesting must occur before the time-based vesting begins. The performance-based vesting criteria are met upon our achievement of certain predetermined targets. The performance-based vesting criteria have been met for the shares of restricted stock reflected in this column. The grant made to Mr. Holland in June of 2012 was a part of his new hire grant and is subject only to time-based vesting criteria. The following chart shows the time-based vesting dates for the unvested shares of restricted stock reflected in this column held by each named executive officer as of December 31, 2013:

Name

Restricted Shares/
Units Unvested

Grant Date

Performance Vest Date

Time Vest Date

For Certain Grants
Beginning of Time
Vesting

Timothy M. Ring

18,800

December 9, 2009

December 8, 2010

December 8, 2014

18,000

December 8, 2010

December 14, 2011

December 14, 2015

29,985

December 8, 2010

December 14, 2011

December 14, 2014

14,490

December 14, 2011

February 13, 2013

February 13, 2014

17,450

December 14, 2011

February 13, 2013

February 13, 2017

John H. Weiland

12,500

December 9, 2009

December 8, 2010

December 8, 2014

12,000

December 8, 2010

December 14, 2011

December 14, 2015

18,710

December 8, 2010

December 14, 2011

December 14, 2014

9,039

December 14, 2011

February 13, 2013

February 13, 2014

11,630

December 14, 2011

February 13, 2013

February 13, 2017

Christopher S. Holland

3,452

June 1, 2012

N/A

June 1, 2016

Jim C. Beasley

7,796

December 8, 2010

December 14, 2011

December 14, 2014

5,757

December 14, 2011

February 13, 2013

February 13, 2014

Timothy P. Collins

7,796

December 8, 2010

December 14, 2011

December 14, 2014

5,757

December 14, 2011

February 13, 2013

February 13, 2014

(6)	Amounts in this column are calculated using a price of $133.94 per share, the closing price of our common stock on December 31, 2013.

(7)

All amounts in this column represent performance-contingent restricted stock units granted on December 12, 2012 and December 11, 2013 and performance units granted March 1, 2012 and February 13, 2013, with vesting provisions as described above under the heading “Summary Compensation Table – Stock Awards.” Neither the performance-based nor time-based vesting criteria have been met for the shares of restricted stock units and performance units reflected in this column.

Option Exercises and Stock Vested in 2013

The following table sets forth information regarding options exercised by the named executive officers during 2013 and shares of performance-contingent restricted stock held by the named executive officers that vested in 2013.


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽²⁾
Timothy M. Ring		124,049		7,503,979		54,408		6,887,726
John H. Weiland		232,071		10,324,504		38,770		4,841,376
Christopher S. Holland		–		–		–		–
Jim C. Beasley		29,603		1,350,225		12,119		1,500,499
Timothy P. Collins		59,658		2,649,693		12,630		1,562,732

(1)	Represents the difference between the exercise price of the stock options and the sale price of the common stock on exercise.

(2)	Based on the closing price of our common stock on the vesting date.

Pension Benefits

The following table sets forth information regarding the defined benefit pension plans in which our named executive officers participated in 2013. Mr. Holland does not participate in these plans.


Name	Plan Name	Number of Years of Credited Service (#)⁽¹⁾	Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Timothy M. Ring	Employees’ Retirement Plan SERP	21 21		482,963 3,598,855	– –

John H. Weiland	Employees’ Retirement Plan SERP	17 17		551,438 2,805,409	– –

Jim C. Beasley	Employees’ Retirement Plan SERP	21 11		464,676 623,104	– –

Timothy P. Collins	Employees’ Retirement Plan SERP	11 11		314,834 513,017	– –

(1)

Since employees are not eligible to participate in the Employees’ Retirement Plan and SERP until they have completed one year of service, the number of years of credited service for each of the named executive officers is one year less than the number of years of actual service to C. R. Bard. Years of credited service shown are rounded to the nearest full year.

Pension and Supplemental Executive Retirement Plan

We maintain the tax-qualified Employees’ Retirement Plan to provide traditional pension benefits for substantially all of our U.S.-based employees, including the named executive officers. In addition, we maintain a Supplemental Executive Retirement Plan, or SERP, to provide benefits to certain of our highly paid employees above the limits imposed on the Employees’ Retirement Plan benefits under the Internal Revenue Code. Effective January 1, 2011, the Employees’ Retirement Plan and the SERP were closed to employees hired on or after that date. New hires who are not participants in the Employees’ Retirement Plan and the SERP are provided with an annual retirement contribution made by us in our qualified 401(k) plan of between 3% and 8% of pay depending on their length of service. This contribution is made for those employees active on the last day of the calendar year and based on total pay received while a participant during the calendar year. Employees become participants on the one year anniversary of employment. Mr. Holland, who was hired in 2012, became eligible for this annual retirement contribution in 2013. In addition, he is eligible to receive an enhanced benefit under our defined contribution excess plan, which provides benefits to highly paid employees hired on or after January 1, 2011 above the strict limits imposed on the benefits provided under the Company’s qualified 401(k) plan. All employees participating in the Employees’ Retirement Plan and the SERP prior to January 1, 2011, including the named executive officers, will continue to participate in such plans as structured prior to January 1, 2011.

The Employees’ Retirement Plan provides monthly benefits at normal retirement (age 65) under a formula based on the participant’s compensation and years of service. The formula equals 0.75% of compensation up to $6,600, plus 1.5% of compensation over $6,600, divided by 12, for each year of service. Pension eligible compensation for the named executive officers consists of regular salary and annual incentive awards under the Executive Bonus Plan, including any portion of the executive’s annual bonus contributed to our MSPP. However, as described above, the Employees’ Retirement Plan is subject to a limit on the amount of each executive’s annual compensation that can be applied to the formula each year. For 2013, that limit was $255,000. In addition, there is a limit on the maximum annual benefit at normal retirement that can be provided under the tax-qualified Employees’ Retirement Plan, although no Employees’ Retirement Plan benefits have reached or are expected to reach this limit for any participants.

The SERP is a non-tax-qualified plan that provides accruals for certain executives, including our named executive officers, equal to the difference between the benefits actually accrued under the tax-qualified

Employees’ Retirement Plan, and the benefits that would accrue under the tax-qualified Employees’ Retirement Plan without the Internal Revenue Code limit on compensation that may be considered for purposes of calculating a participant’s benefit or the Internal Revenue Code limit on the annual amount of a participant’s benefits. Together, the Employees’ Retirement Plan and the SERP provide the retirement benefit that would apply under the Employees’ Retirement Plan formula without the Internal Revenue Code limitations.

Participants in the Employees’ Retirement Plan generally vest in their plan benefits after they complete five years of service. In addition to the normal retirement benefit, the Employees’ Retirement Plan provides reduced benefits upon early retirement (age 55) and unreduced benefits as early as age 62. The Employees’ Retirement Plan also provides limited death benefits and limited benefits upon termination due to disability. Eligibility for payment of SERP benefits is dependent on eligibility under the Employees’ Retirement Plan, and reductions for early payment are calculated in the same way as they would be under the Employees’ Retirement Plan; however, SERP benefits become fully vested upon a change of control of C. R. Bard.

Messrs. Ring and Weiland are the only named executive officers currently eligible for early retirement under the Employees’ Retirement Plan and SERP. Participants are eligible for early retirement benefits after completing five years of service and reaching age 55. The monthly amount of early retirement benefits is the age 65 benefit under the formula described above (based on the accruals as of early retirement), but reduced by 0.5% per month for each full calendar month, if any, that early retirement benefits begin before the participant would reach age 62.

The present value of accumulated benefits shown in the table above is calculated as of December 31, 2013. The present value is calculated assuming benefits would be paid in the form of a lump sum at the earliest age at which a participant could retire and receive unreduced benefits, which is age 62. The age 62 lump sum was calculated using the mortality table specified in the Employees’ Retirement Plan (mortality improvements were projected after 2015, the last year of IRS published tables), using a 5.50% lump sum interest rate as of December 31, 2013, December 31, 2012 and December 31, 2011 measurements, respectively. The limitations applicable to the Employees’ Retirement Plan under the Internal Revenue Code as of December 31, 2013 were used to determine the benefits under each plan. This benefit at retirement age was discounted to a present value using 4.61%, 3.78% and 4.71% discount rates for December 31, 2013, December 31, 2012 and December 31, 2011 measurements, respectively. This present value assumes no preretirement mortality, turnover or disability. For additional information about the assumptions used to calculate the present value of the accumulated benefits, see Note 12 to Consolidated Financial Statements contained in our Form 10-K for the year ended December 31, 2013.

Nonqualified Deferred Compensation

The following table sets forth information regarding our nonqualified deferred compensation arrangements in which our named executive officers participated in 2013.

Name

Plan

Executive
Contributions
in Last
Fiscal Year⁽¹⁾
($)

Registrant
Contributions
in Last
Fiscal Year
($)

Aggregate
Earnings
in Last
Fiscal Year
($)

Aggregate
Withdrawals /
Distributions
($)

Aggregate
Balance at
Last Fiscal
Year End
($)

Timothy M. Ring

MSPP

493,783

211,534⁽²⁾

2,452,748

⁽⁴⁾

817,131⁽⁵⁾

9,069,747⁽⁶⁾

SIRP

–

529,522⁽³⁾

242,583

–

3,953,319⁽⁷⁾

John H. Weiland

MSPP

848,859

363,818⁽²⁾

2,181,198

⁽⁴⁾

1,485,030⁽⁵⁾

8,051,803⁽⁶⁾

SIRP

–

369,610⁽³⁾

230,118

–

3,687,745⁽⁷⁾

Christopher S. Holland

MSPP

223,287

95,774⁽²⁾

102,181

⁽⁴⁾

–

421,241⁽⁶⁾

SIRP

–

38,332⁽³⁾

2,448

–

56,533⁽⁷⁾

DC
Excess
Plan

–

6,466⁽⁸⁾

–

6,466⁽⁸⁾

Jim C. Beasley

MSPP

298,159

127,833⁽²⁾

757,184

⁽⁴⁾

509,165⁽⁵⁾

2,796,533⁽⁶⁾

SIRP

–

95,432⁽³⁾

25,232

–

438,010⁽⁷⁾

Timothy P. Collins

MSPP

426,710

182,923⁽²⁾

1,072,457

⁽⁴⁾

453,860⁽⁵⁾

3,994,761⁽⁶⁾

SIRP

–

130,088⁽³⁾

38,657

–

651,988⁽⁷⁾

(1)	Amounts represent the portion of the named executive officer’s annual bonus contributed into the MSPP in 2013. This amount was reported as compensation in 2012 and is included in the Summary Compensation Table above in the amount in the “Non-Equity Incentive Plan Compensation” column for 2012.

(2)	Amount represents the grant date fair value of the premium units acquired under the MSPP in 2013. This amount was reported as compensation in 2012 and is included in the Summary Compensation Table above in the amount in the “All Other Compensation” column for 2012.

(3)	Amount represents accruals under the SIRP in 2013 and is included in the Summary Compensation Table above in the amount in the “All Other Compensation” column for 2013.

(4)

Amount represents the increase or decrease in value of all shares in the Management Stock Purchase Plan and units in the MSPP on December 31, 2013 as compared to the value on December 31, 2012, calculated using prices of $133.94 and $97.74, respectively, less the aggregate amount of contributions made by the named executive officer and by the Company in 2013. The Management Stock Purchase Plan provided for the purchase by participants of shares of common stock and was replaced in 2004 by the MSPP. Other than the purchase of common stock rather than units, the material features of the Management Stock Purchase Plan mirror the material features of the MSPP, which is described below. Certain of the shares and units remain subject to the restrictions and forfeiture provisions described below.

(5)	Amount represents the value of units in the MSPP that vested in 2013 and/or were distributed in 2013 to the named executive officer.

(6)

Amount represents the value of all shares in the Management Stock Purchase Plan and units in the MSPP, calculated using a price of $133.94 per share, the closing price of our common stock on December 31, 2013. This amount includes the value of shares and units purchased by the named executive officers through contributions of all or a portion of their annual bonuses. The value of these shares and units for Messrs. Ring, Weiland, Holland, Beasley and Collins are $6,436,755, $5,636,463, $294,802, $1,957,533 and $2,796,399, respectively, calculated using a price of $133.94 per share.

(7)	Includes the following amounts that were included above in the Summary Compensation Table under the “All Other Compensation” column for the named executive officers in the years indicated:


Name	2012		2011
Timothy M. Ring	$	381,381	$	319,818
John H. Weiland	$	381,922	$	369,728
Christopher S. Holland	$	15,400		N/A
Jim C. Beasley		N/A		N/A
Timothy P. Collins	$	127,372	$	127,524

No amount is shown for Mr. Holland for 2011 or for Mr. Beasley for 2011 and 2012 because they were not named executive officers.

(8)	Mr. Holland’s balance in the Defined Contributions Excess Plan (“DC Excess Plan”) represents the notional employer contribution for fiscal 2013 that was credited to his account in early 2014.

MSPP

Under our Management Stock Purchase Program, or “MSPP,” the named executive officers and other employees at a specified level and above are required to contribute a portion of their annual bonus to purchase restricted stock units at a discount until they meet certain minimum ownership requirements. In addition, each participant has the option to contribute additional bonus amounts up to 100% of the award. Each restricted stock unit represents the right to receive one share of common stock. The participant purchases restricted stock units at a discount of 30% from the lower of the fair market value of our common stock on the first business day in July of the previous year or on the date that the bonus is approved in February. In 2013, the price used was $101.455, the fair market value of our common stock on February 13, 2013. We refer to the restricted stock units with a value equal to the amount of the 30% discount as the “premium units.” The value of the premium units for 2013 is reflected above in the column entitled “Registrant Contributions in Last Fiscal Year.” The premium units are restricted from sale for a period of four years from the grant date and are forfeited, on a pro rata basis, if a participant’s employment is terminated because of death, disability or retirement within the four-year restricted period. A participant forfeits all of his or her premium units if the participant’s employment is otherwise terminated during the four-year restricted period unless the Compensation Committee exercises its discretion to vest all or a portion of any unvested units. A participant is always 100% vested in his or her non-premium units. We pay dividend equivalents in cash on all units purchased under the MSPP in the same amount as the dividend paid on shares of common stock. In the event of a change of control of the Company, each participant would receive an immediate distribution of shares of our common stock equal to the number of restricted stock units in his or her account. Except as described above, each participant receives shares of our common stock equal to the number of units in his or her account four years from the date of purchase of the units. Participants may also elect, pursuant to the terms of the MSPP, to defer the receipt of all shares until a later date or retirement.

We adopted the MSPP in 2004 to replace the predecessor Management Stock Purchase Plan, which provided for the purchase by participants of shares of our common stock. Other than the purchase of common stock rather than units, the material features of the Management Stock Purchase Plan mirror the material features of the MSPP described above.

SIRP

We provide supplemental retirement benefits to selected key employees, including our named executive officers, pursuant to our Supplemental Insurance/Retirement Plan, or “SIRP.” Under the SIRP, each participant has an individual notional account balance consisting of employer-funded accruals and interest credits. Participants are not allowed to make contributions to the SIRP.

Each month, we credit an amount to each named executive officer’s SIRP account equal to 1/12 of the executive’s annual salary and annual bonus award, multiplied by 1.1, and then multiplied by a percentage based on the executive’s age. The percentage is 2.4% for participants between the ages of 25 and 44, 4.8% for participants between the ages of 45 and 49, 12% for participants between the ages of 50 and 54 and 19.2% for participants between the ages of 55 and 61. Based on this provision, as of December 31, 2013, the rate for Messrs. Ring and Weiland was 19.2%, the rate for Messrs. Beasley and Collins was 12%, and the rate for Mr. Holland was 4.8%. We also credit each account with interest that is compounded monthly at an annual effective rate of 7.0%.

Under the SIRP, an executive is eligible to retire upon reaching age 55 and completing five years of service (early retirement under our tax-qualified Employees’ Retirement Plan). Upon retirement, a SIRP participant is entitled to payment of his or her account balance in monthly installments over a 15-year period, generally beginning six months after termination of employment. Interest continues to be credited each month on the remaining account balance until the account is fully distributed. If an executive dies after SIRP retirement payments have started, his or her beneficiary will receive payments according to the same schedule applicable to the executive, unless the remaining payments are less than a total of $20,000, in which case a lump sum payment is made to the beneficiary. All of our named executive officers with the exception of Mr. Holland have completed five years of service, but only Messrs. Ring and Weiland have reached early retirement age.

In general, if a participant in the SIRP terminates employment before reaching retirement eligibility, he or she will not receive any SIRP benefits. However, the SIRP provides a death benefit and a disability benefit for a participant who dies or becomes disabled before retiring. Benefits under the SIRP are also payable to the named executive officers following a termination of employment within three years after a change of control of the Company. These benefits are described below under the heading “Potential Payments Upon Termination or Change of Control.” An executive will forfeit all benefits owed under the SIRP upon violation of a restrictive covenant with us that generally provides that the participant will not engage in business activities that are competitive with our businesses.

Annual Retirement Contribution and Defined Contribution Excess Plan

The annual retirement accrual made by the Company is between 3% and 8% of pay depending on the participant’s length of service. This credit is made as soon as practicable following the last day of the calendar year and is based on total pay received while participating during the calendar year in excess of the strict qualified plan compensation limit which was $255,000 for 2013. Mr. Holland became eligible for an annual retirement contribution in the 401(k) plan and the Defined Contribution Excess Plan in 2013.

We provide supplemental retirement benefits to selected key employees who were hired after 2010 and who completed one year of service, pursuant to our Defined Contribution Excess Plan. Under the Defined Contribution Excess Plan, each participant has an individual notional account balance consisting of employer-funded accruals and interest credits. Participants are not allowed to make contributions to the Defined Contribution Excess Plan.

Potential Payments Upon Termination or Change of Control

We have entered into certain agreements and maintain various plans that will require us to provide compensation to the named executive officers in the event of a termination of employment or a termination following a change of control of C. R. Bard.

Payments Upon Termination Other Than Following a Change of Control

Set forth below are descriptions of the various agreements, plans and programs under which benefits may be payable to our named executive officers following termination of employment other than in connection with a change of control, followed by a table that quantifies, to the extent possible, benefits under these agreements, plans and programs assuming that the named executive officer’s employment terminated on December 31, 2013.

Stock Options

Stock options granted to our named executive officers that are not vested become fully vested and exercisable if the officer terminates employment by reason of death, disability or retirement. For stock options granted prior to December 2011 “retirement” is defined as termination after reaching age 55 with five years of service, and for stock options granted in December 2011 or later “retirement” is defined as termination after reaching age 55 with ten years of service or age 65 with five years of service. “Disability” as defined in our 2012 Long Term Incentive Plan generally means an inability of the executive to perform his or her duties to us in all material respects by reason of a physical or mental disability that is reasonably expected to be permanent and has continued for at least six consecutive months or such shorter period as the Compensation Committee may reasonably determine in good faith. If termination is by reason of death or disability, the option remains exercisable for a period of one year from the date of termination. For stock options granted prior to December 12, 2012, if termination is by reason of retirement, the executive can exercise the option for the remaining life of the option, which cannot exceed ten years from the grant date. For stock options granted on or after December 12, 2012 (and at least six months before their termination date), executives have the lesser of five years or the remaining life of the option to exercise options that remain outstanding upon retirement. If termination is for any reason other than death, disability or retirement, unvested stock options expire immediately unless the Compensation Committee exercises its discretion to accelerate the vesting of the stock options.

Performance-Contingent Restricted Stock Units and Restricted Stock

Performance-contingent restricted stock units and performance-contingent restricted stock, including the retention grants, granted to our named executive officers that are not vested will automatically vest if the officer terminates employment by reason of death or disability and commencing with the restricted stock unit grants made in December 2011, by reason of retirement. “Disability” is defined in the 2012 Long Term Incentive Plan as described above. For grants that do not automatically vest on retirement, if termination is for any reason other than death or disability (including retirement) all performance-contingent restricted stock is forfeited unless the Compensation Committee exercises its discretion to vest any unvested shares. The Committee’s practice is to consider, on a case-by-case basis, the circumstances surrounding the termination, our past practices and then-current market practices in deciding whether to exercise its discretion to accelerate vesting.

Performance Units

Named executive officers who have received performance units must generally remain employed through the end of the three-year performance period to be eligible for payout of the award. However, target performance units will fully vest if the officer’s employment terminates during the performance period due to death or disability (as defined above). In addition, an officer who retires during the performance period is eligible to receive an award payout that is prorated for the period of employment during the performance period and is based on the Compensation Committee’s certification of the Company’s performance against the pre-established goals.

MSPP Premium Units

Premium units purchased under our MSPP are subject to a four-year holding period from the date of purchase. A description of the premium units is set forth above under the Nonqualified Deferred Compensation Table. Under the MSPP, unvested premium units are forfeited upon termination of employment other than by reason of death, disability or retirement. If employment terminates by reason of death, disability or retirement, the MSPP provides that unvested premium units will vest, on a pro rata basis in 25% increments for each full year of employment since the date of purchase. “Retirement” is defined as retirement under our tax-qualified Employees’ Retirement Plan, and includes early retirement, which for stock units granted prior to February 2013 is termination after reaching age 55 with five years of service and for stock units granted in February 2013 or later is termination after reaching age 55 with ten years of service or age 65 with five years of service. “Disability” is defined in the 2012 Long Term Incentive Plan as described above. In addition, the Compensation Committee has the discretion to vest all or a portion of any unvested premium units upon termination of employment. Upon termination of an executive by reason of retirement, the Compensation Committee generally considers on a case-by-case basis the circumstances surrounding the termination, our past practices and then-current market practices in deciding whether to exercise its discretion to accelerate vesting of premium units.

Annual Bonus Award

If an executive were to terminate employment before the end of a fiscal year for reasons other than death, disability or retirement, he or she would generally not receive an annual bonus award for that year. However, if an executive were to terminate employment due to death, disability or retirement, he or she would receive a prorated annual bonus award for the year of termination based upon the attainment of the actual performance goals for that year. For this purpose, “disability” is defined as a total and permanent disability as determined by a physician, after 26 weeks from the beginning of a physical or mental condition. Retirement means normal or early retirement under our tax-qualified Employees’ Retirement Plan as described above. Early retirement is termination after reaching age 55 with five years of service.

Pension and Supplemental Executive Retirement Plan Benefits

Our named executive officers, with the exception of Mr. Holland, participate in our tax-qualified Employees’ Retirement Plan and our nonqualified SERP, which are described in detail above in the narrative

following the Pension Benefits Table. Mr. Holland, who was hired in 2012, does not participate in the Employees’ Retirement Plan and the SERP, as both plans were amended to close participation to employees hired on or after January 1, 2011.

If an employee terminates employment with us and has a vested benefit under the Employees’ Retirement Plan and the SERP at that time, then he or she is eligible for benefits. Benefits under the plans are vested after five years of service with us. Under the SERP, each participant would also become fully vested upon a change of control. Each of our named executive officers has completed the service required for vesting and is fully vested under both of these plans.

The plans together provide for monthly benefits upon normal retirement (age 65) equal to 0.75% of compensation up to $6,600, plus 1.5% of compensation over $6,600, divided by 12, for each year of service. In addition to the normal retirement benefit that would be payable under the standard formula at age 65 or as early as age 62, the Employees’ Retirement Plan and SERP provide reduced benefits upon early retirement (age 55), or, to a lesser extent, upon termination of employment. The plans also provide limited death benefits and limited benefits upon termination due to disability.

The monthly amount of benefits available upon termination of employment before early retirement other than due to death or disability is equal to the age 65 benefit under the standard formula based on accruals as of termination of employment, but reduced by 0.5% per month for each full calendar month between ages 55 and 62, and further reduced actuarially to the date payments begin prior to age 55. Messrs. Ring and Weiland are currently eligible for early retirement. Messrs. Beasley and Collins would be eligible for benefits under this provision upon termination of employment. Under the plans, a participant is eligible for disability benefits if he or she is unable to engage in any substantial gainful activity (employment) by reason of any medically determined physical or mental condition that can be expected to result in death or to last for at least 12 months. The monthly amount of benefits available upon disability is equal to the age 65 benefit under the standard formula based on accruals as of the date employment terminates due to disability, reduced by 0.5% per month for each full calendar month that disability benefits begin before the participant would reach age 62, but not below the amount of the benefit that would be payable upon termination for reasons other than disability.

The general pre-retirement death benefit under the plans is equal to the survivor benefit that would be paid assuming the participant’s accrued benefit at the time of death were paid beginning at early retirement age under a joint and 50% spousal survivor annuity form of benefit. Pre-retirement death benefits are also payable after age 55 to the participant’s surviving spouse or, if there is no surviving spouse, surviving children under age 21. Under such circumstances, the monthly death benefit would be equal to the amount of monthly retirement payment that would apply if the participant had retired at the time of death and elected a joint and 100% survivor annuity option.

For distributions that occurred prior to January 1, 2009, a participant was generally required to take distributions from the Employees’ Retirement Plan and the SERP at the same time and in the same payment method. To comply with Section 409A of the Internal Revenue Code, for distributions that are made on or after January 1, 2009, the timing and form of payment of a SERP benefit that was accrued or vested after December 31, 2004 will no longer be linked to the distribution of the Employees’ Retirement Plan benefit. In 2008, all current participants in the SERP were given the opportunity to elect the timing and form of payment of the future distributions of the SERP benefit. New participants hired between 2008 and December 31, 2010 were required to make a similar election within 30 days of becoming notified of their eligibility to participate in the SERP. Payment options include a lump sum and various annuities. Payments under the Employees’ Retirement Plan would be paid from that plan’s trust, which is funded solely through annual employer contributions and any earnings on those contributions. We would pay benefits under the SERP directly from our general assets.

Annual Retirement Contribution and Defined Contribution Excess Plan Benefits

Mr. Holland, and each other employee hired on or after January 1, 2011 who completes one year of service, is eligible for an annual retirement contribution made by the Company in the Company’s qualified 401(k) plan of between 3% and 8% of pay depending on length of service. This contribution is made as soon as practicable

following the last day of the calendar year and is based on total pay received while participating during the calendar year. Mr. Holland became eligible for this annual retirement contribution in the 401(k) plan in 2013. He will also be eligible to receive an enhanced benefit under our Defined Contribution Excess Plan, which provides benefits to highly paid employees hired on or after January 1, 2011 above the strict limits imposed on the benefits provided under the Company’s qualified 401(k) plan.

Supplemental Insurance/Retirement Plan and Key Executive Insurance Plan

We provide supplemental retirement, death and disability benefits to selected key employees, including the named executive officers, pursuant to our SIRP, as described above in the narrative under the Nonqualified Deferred Compensation Table. A participant forfeits all benefits owed under the SIRP upon violation of certain restrictive covenants with us, or upon termination of employment before age 55, other than termination due to death or disability or within three years after a change of control. The restrictive covenants generally provide that the executive officer will not engage in business activities that are competitive with our businesses and will maintain the confidentiality of our confidential information. We pay SIRP benefits from our general assets. Mr. Ring is age 56 and Mr. Weiland is age 58 and both would have been eligible for benefits under the SIRP if their employment had terminated on December 31, 2013. Since Messrs. Holland, Beasley and Collins have not reached age 55, they would not have been eligible for any benefits under the SIRP if their employment had terminated on December 31, 2013 for any reason other than due to death or disability.

If a participant dies while employed with us, the SIRP provides a death benefit instead of retirement benefits. Under the SIRP, a portion of the death benefit equal to 50% of the executive’s annual base salary is payable in a lump sum upon the executive’s death, and the remainder is payable in equal installments over 60 months. The death benefit for Messrs. Weiland, Holland, Beasley and Collins equals the greater of (i) 5.5 times the executive’s annual base salary and (ii) three times the executive’s annual base salary, plus the balance of the participant’s SIRP account at the time of death. The death benefit under the SIRP for Mr. Ring equals three times his annual base salary, due to his participation in the Key Executive Insurance Plan, or “KEIP.” The SIRP and KEIP death benefits together provide Mr. Ring with a death benefit equal to 5.5 times annual base salary. The KEIP is a split-dollar life insurance arrangement that we previously established for certain employees, including Mr. Ring. Under the KEIP, we initially paid a portion of the premiums on a whole life insurance policy for Mr. Ring, and Mr. Ring paid a portion of the premiums. Neither Mr. Ring nor the Company currently pay premiums on Mr. Ring’s policy, but the policy remains in effect with premiums paid from the accumulated value of the policy. Upon Mr. Ring’s death, his beneficiary is entitled to a portion of the benefits payable under the policy equal to 2.5 times his then-current annual base salary, payable in installments over 60 months. We are entitled to the remainder of the benefits payable under the life insurance policy after satisfaction of Mr. Ring’s benefits.

If an executive becomes disabled before retirement and remains disabled through age 65, the SIRP pays benefits beginning at age 65. This benefit would be calculated as if the executive had remained employed through age 65. If the disability ceases after age 55 but prior to age 65, and the executive does not return to active employment, the executive receives benefits as if he or she had retired on the date the disability ceased. If an executive becomes disabled and dies before age 65 while remaining disabled, no retirement benefits are payable, but we pay the death benefit described above.

Severance

We do not have a separate formal severance program for executive officers who have change of control agreements. As a result, a decision to make a severance payment to an executive officer is in the discretion of the Compensation Committee. In determining the amount of severance, if any, for executive officers whose employment is terminated by us, the Compensation Committee’s practice is to consider on a case-by-case basis the circumstances surrounding the departure, our past practices and then-current market practices. We entered into an agreement with Mr. Weiland, however, in 1995 at the start of his employment that requires us to pay him one year of base salary and bonus if he is terminated without cause. The term “cause” is not defined in the agreement.

Potential Termination Benefits Other Than Following a Change of Control

The following table sets forth the potential benefits payable pursuant to the arrangements described above for our named executive officers, assuming termination of employment on December 31, 2013 other than in connection with a change of control and a price of $133.94 per share of our common stock, the closing price on December 31, 2013.


Benefit/Plan/Program	Timothy M. Ring		John H. Weiland			Christopher C. Holland		Jim C. Beasley		Timothy P. Collins
Stock Options⁽¹⁾	$	4,164,508	$	2,558,772		$	1,102,183	$	1,504,768	$	1,504,768
Restricted Stock Units/Restricted Stock⁽²⁾	$	17,107,754	$	11,048,041		$	1,792,519	$	3,145,447	$	3,145,447
MSPP Premium Units⁽³⁾	$	498,659	$	1,002,273			–	$	337,529	$	448,565
Performance Units⁽⁴⁾	$	4,708,795	$	2,896,586		$	1,143,178	$	1,714,030	$	1,714,030
Annual Bonus Plan⁽⁵⁾	$	1,450,613	$	872,808		$	417,128	$	372,909	$	493,762
Employees’ Retirement Plan and SERP⁽⁶⁾	$	4,102,609	$	3,570,231			–	$	770,556	$	610,745
Annual Retirement Contribution in 401(k) Plan and Defined Contribution Excess Plan ⁽¹¹⁾		–		–			–		–		–
SIRP/KEIP
Termination other than for Death or Disability–SIRP⁽⁷⁾	$	6,889,305	$	6,426,501			–		–		–
Death–SIRP⁽⁸⁾	$	3,276,000	$	6,348,745		$	3,190,000	$	3,190,000	$	3,190,000
Death–KEIP⁽⁹⁾	$	2,730,000		–			–		–		–
Severance		–	$	1,774,000	⁽¹⁰⁾		–		–		–

(1)	Amounts represent the value of unvested stock options that would have vested upon termination of employment by reason of death or disability or, in the case of Messrs. Ring and Weiland, the only named executive officers who have satisfied retirement eligibility, by reason of retirement.

(2)

Amounts represent the value of unvested performance-contingent restricted stock units and unvested performance-contingent restricted stock (including the retention grants made to Messrs. Ring and Weiland prior to 2012) that would have vested upon termination of employment by reason of death, disability, or, by reason of retirement (i) with respect to the grants of restricted stock units made in December 2011 and 2012 or (ii) with respect to other grants, if vesting were to be accelerated by the Compensation Committee.

(3)

Amounts represent the value of unvested premium units that would have vested upon termination of employment by reason of death or disability or, in the case of Messrs. Ring and Weiland, the only named executive officers who have satisfied retirement eligibility, by reason of retirement. Assuming acceleration by the Compensation Committee of all unvested premium units for the named executive officers upon termination of employment on December 31, 2013, the potential value of these units for Messrs. Ring, Weiland, Holland, Beasley and Collins would be $1,266,537, $2,415,340, $126,439, $839,000 and $1,128,846, respectively.

(4)

Amounts represent the value of unvested performance units that would have vested upon termination of employment by reason of death or disability. Upon termination of employment by reason of retirement, Messrs. Ring and Weiland, who have satisfied retirement eligibility, would have received $2,436,235 and $1,506,289, respectively.

(5)	Amounts represent the amount of the bonus that would have been payable upon termination by reason of death or disability or, in the case of Messrs. Ring and Weiland, the only named executive officers who have reached retirement age, by reason of retirement.

(6)

Represents the combined benefits under the plans, assuming each named executive officer elected a lump sum distribution, payable to Messrs. Beasley and Collins upon termination of employment before early retirement for reason other than death or disability and payable to Messrs. Ring and Weiland upon termination of employment upon early retirement. Assuming termination due to death and commencement of survivor benefits on December 31, 2012, the survivor benefit payable with respect to Messrs. Beasley and Collins would be approximately 40% to 60% of the lump sum payable upon termination of employment as set forth in the table. With respect to Messrs. Ring and Weiland, since they are currently retirement eligible, a higher survivor benefit would apply and would provide for approximately 90% to 100% of the lump sum payable at termination of employment.

(7)

This amount is the aggregate of payments to be made in monthly installments over 15 years (beginning six months after termination of employment) for any reason other than death or disability. None of the named executive officers, with the exception of Messrs. Ring and Weiland, have reached retirement age as of December 31, 2013 and therefore were not eligible for benefits under the SIRP.

(8)

Amounts represent the death benefit payable to each of the named executive officers, with 50% of the executive’s annual base salary payable in a lump sum upon death and the remainder payable in equal installments over 60 months. This amount does not reflect interest that would be payable pursuant to the plan as a result of the six-month delay in payment required under Section 409A of the Internal Revenue Code.

(9)	The amounts payable under the KEIP would have been paid by the insurer pursuant to the whole life insurance policies subject to the KEIP.

(10)

Represents one year of base salary and bonus, calculated based on Mr. Weiland’s 2013 base salary plus a bonus component valued at 100% of his target bonus for 2013 pursuant to the agreement described above under the heading “Severance.” This amount would only be payable if termination on December 31, 2013 was without cause.

(11)	Mr. Holland does not vest in his annual retirement contribution or Defined Contribution Excess Plan until May 21, 2014. As such, there would be no benefits paid to him if he terminated on December 31, 2013.

Payments Upon Termination Following a Change of Control

The potential payments to our named executive officers upon termination of employment following a change of control of the Company are described below under the headings “Change of Control Agreements,” “Long Term Incentive Plan” and “SIRP.” All amounts are calculated assuming termination on December 31, 2013.

Change of Control Agreements

We have entered into change of control agreements with each of our executive officers. The change of control agreements provide for benefits upon:

(A)

termination of employment by the executive for “good reason,” or by us or the successor company without “cause,” in either case within three years after a change of control, or before a change of control if the executive is terminated in connection with a proposed change of control; or

(B)

the executive’s termination for any reason during the six-month period following the first anniversary of a change of control.

The benefits are as follows:

•

accrued base salary and a prorated bonus through the date of termination, based on an average of the annual incentive bonus for the prior three years;

•

severance pay equal to three times the sum of the executive officer’s highest base salary and average annual incentive bonus during the prior three years;

•

all compensation previously deferred by the executive officer and not yet paid to him or her;

•

an amount equal to the additional accruals under our pension plan and SERP that would apply if the executive had an additional three years of age and service and a 6% annual increase in compensation;

•

continued participation in our benefit plans for three years, or, if such participation is not possible, provision of substantially similar benefits; and

•

outplacement services and financial counseling services for three years.

We or the successor company must pay the cash amounts in a lump sum within ten days after termination of the executive’s employment, unless the executive elects to receive installments. Payments to certain employees, including our named executive officers, are required by Section 409A of the Internal Revenue Code to be delayed for six months after termination of employment. The agreements also provide for a gross-up payment if the executive officer is subject to excise taxes under Section 4999 of the Internal Revenue Code. This payment would be calculated by a national accounting firm so that the amount remaining, after all taxes have been paid from the gross-up payment, is equal to the amount of the executive’s excise tax. Effective for all new change of control agreements entered into in 2010 and thereafter, the Committee removed the tax gross-up payments and the “walk-away” rights referred to in clause (B) above.

“Change of control” is defined in the agreements as any change of control that has to be reported on Form 8-K. A change of control is also deemed to occur upon the acquisition by a person or a group of 20% or more of the voting power of our stock or a change in the members of our Board of Directors such that the continuing directors cease to constitute a majority of the Board of Directors.

The executive could terminate for “good reason” upon us or our successor company: (i) taking any action that results in a reduction in the executive’s position, authority, duties or responsibilities, other than a minor action that is remedied promptly after the executive notifies us of the action; (ii) failing to provide the compensation specified under the agreements and a minimum level of benefits, as well as expense reimbursement and support staff, based on the level provided prior to the change of control; (iii) requiring the executive to relocate to an office more than 35 miles from the current location; (iv) attempting to terminate the executive in a manner not permitted by the agreements (for example, terminating the executive for cause without providing the required notice of termination); or (v) failing to require a successor to assume the agreements. “Cause” is defined as: (a) any act of dishonesty intended to result in substantial personal enrichment of the executive at our (or our successor company’s) expense; (b) repeated willful and deliberate violations of the executive’s job responsibilities under the agreement that are not corrected after notice from us (or our successor company); or (c) the executive’s conviction of a felony.

In addition, upon the executive’s termination due to death or disability after a change of control, the agreements require death or disability benefits, as applicable, to be provided to the executive and his or her family at least as favorable as those in effect prior to the change of control.

The agreements expire three years after any change of control or, if earlier, upon the executive’s reaching the normal retirement date under our retirement plan, which is age 65. Under certain circumstances, the Board of Directors may also terminate the agreements prior to any change of control. The agreements also will expire upon the executive officer’s death, permanent disability or termination of employment for cause. The agreements require the executive officers to maintain the confidentiality of our information.

Potential Termination Benefits Following a Change of Control

The following table describes the potential payments that would be made pursuant to the change of control agreements presently in effect between us and each of the named executive officers upon termination of employment following a change of control of the Company as of December 31, 2013.


Benefit/Payment	Timothy M. Ring		John H. Weiland		Christopher S. Holland		Jim C. Beasley		Timothy P. Collins
Severance Payment⁽¹⁾⁽⁴⁾	$	7,444,529	$	5,301,787	$	2,409,861	$	2,884,861	$	3,053,585
Bonus–Year of Termination⁽²⁾⁽⁴⁾	$	1,385,703	$	877,851	$	222,675	$	380,575	$	436,662
Additional Pension Payment⁽³⁾⁽⁴⁾	$	2,378,771	$	1,743,614	$	6,466	$	603,242	$	643,588
Financial Counseling Services⁽⁵⁾	$	15,000	$	15,000	$	15,000	$	15,000	$	15,000
Welfare Benefit Continuation⁽⁶⁾	$	75,460	$	75,460	$	75,460	$	75,460	$	75,460
Outplacement Services⁽⁷⁾	$	50,000	$	50,000	$	50,000	$	50,000	$	50,000
Excise Tax & Gross-Up⁽⁸⁾	$	–	$	–	$	–	$	3,515,973	$	4,092,504

(1)	Amounts represent three times the sum of the highest base salary and average annual incentive bonus during the prior three years.

(2)	Amounts represent the annual incentive bonus for the year in which the termination of employment occurs, based on an average of the annual incentive bonus for the prior three years, on a pro rata basis through the date of termination.

(3)

Amounts represent the present value of additional accruals under our Employees’ Retirement Plan and SERP that would apply if the executive had an additional three years of age and service and a 6% annual increase in compensation. Amounts are based on the plans’ calculation of lump sum payments, which, for terminations on December 31, 2013 that would result in payments in 2014 is based upon the present value of a lifetime annuity using the minimum assumptions permissible under law for 2014 lump sum payments, which include discount rates of 1.36%, 4.60% and 5.58% over the life expectancy of the individual. The lump sum is the present value of the benefit provided at the earliest retirement age. For Mr. Holland, the amount shown in the Nonqualified Deferred Compensation Table above in the “Defined Contribution Excess Plan” row would vest upon a change of control.

(4)	These amounts do not reflect interest that would be payable as a result of the six-month delay in payment required under Section 409A of the Internal Revenue Code.

(5)	Amounts represent estimated cost of financial planning services for a period of three years, assuming a cost of $5,000 per year.

(6)

Amounts represent the present value of the estimated cost for continuation of welfare benefits, which are life, health and disability benefits, for a period of three years, assuming an average cost of $25,269 per year. For purposes of the present value calculation, we used 120% of the short-term applicable federal interest rate of 0.30%, compounded semi-annually.

(7)	Amounts represent estimated cost for outplacement services for a period of three years, assuming a one-time cost of $50,000.

(8)

Represents estimated excise taxes plus an estimated “gross-up” payment relating to the excise tax, assuming an effective individual federal income tax rate of 39.6%, a state income tax rate of 8.97% and a Medicare tax rate of 2.35%. The gross-up payment is an additional amount that we are required to pay to the executive in order to make the executive whole for federal excise taxes imposed on the executive as a result of the executive’s receipt of payments that are contingent upon a change of control, as well as the payment of all federal and state income and excise taxes imposed on the gross-up payment. In determining the excise tax and gross-up amount shown in this table, we allocated a portion of the value of the payments to be made to the executive to a one-year non-compete agreement with the executive. We have been advised that such an allocation is customary in the event of an actual change of control and would result in a reduction of the amount of the applicable excise tax. For purposes of this table, the value allocated to the non-compete agreements with the named executive officers is the aggregate value of the executive’s total compensation for 2013 as reflected in the Summary Compensation Table above. In the event of an actual change of control, an alternative approach to determine the value to allocate to the non-compete agreement may be used, which could include an independent market value analysis of these non-compete agreements. In addition, amounts representing any pro rata bonuses payable to the named executive officers in the year of termination have not been included in determining the estimated excise tax because we have been advised that it is customary for such regular and recurring bonus payments to be excluded from the calculation of excise tax under Section 280G and Section 4999 of the Internal Revenue Code. Mr. Holland’s change of control agreement does not include a payment for any excise tax amounts. However, the after tax proceeds of any amounts paid upon a change of control would be compared with the amounts payable in event that these payments were limited to no more than three times the base amount, and the higher after tax amount would be paid.

Long Term Incentive Plan

Our named executive officers currently hold equity grants awarded under our 2012 Long Term Incentive Plan (formerly our 2003 Long Term Incentive Plan). The 2012 LTIP was amended effective February 12, 2014 to provide that, except to the extent the Compensation Committee determines otherwise, grants made on or after such date (other than the MSPP grants made on such date) would vest if the executive experiences a qualifying termination of employment in connection with a change of control (a “qualifying termination”). Prior to this amendment, the plans provided for all participants that any securities that are not vested become immediately vested upon a change of control, with the exception of (i) grants made on December 11, 2013 which, pursuant to the terms of the grant, would vest only if the executive experiences a qualifying termination, and (ii) the retention grants made to Messrs. Ring and Weiland prior to 2012, which do not automatically vest and which remain subject to any vesting and transferability restrictions, except to the extent that the Compensation Committee determines otherwise. “Change of control” is defined substantially in the same manner as in our change of control agreements described above. The following table describes the potential aggregate value to the named executive officers associated with the accelerated vesting of unexercisable stock options, unvested restricted stock units, unvested restricted stock (other than the retention grants), unvested performance units (at target) and unvested MSPP premium units assuming a change of control of the Company as of December 31, 2013 and a price of $133.94 per share of common stock, which was the closing price on December 31, 2013:


Benefit/Payment	Timothy M. Ring		John H. Weiland		Christopher S. Holland		Jim C. Beasley		Timothy P. Collins
Unexercisable Stock Options⁽¹⁾		–		–	$	1,102,183	$	1,504,768	$	1,504,768
Unvested Restricted Stock Units and Restricted Stock⁽²⁾	$	4,016,191	$	2,506,017	$	1,114,649	$	2,467,577	$	2,467,577
Performance Units	$	4,708,795	$	2,896,586	$	1,143,178	$	1,714,030	$	1,714,030
Unvested MSPP Premium Units	$	1,266,537	$	2,415,340	$	126,439	$	839,000	$	1,128,846

(1)

As described above under “Stock Options,” stock options granted to our named executive officers before December 12, 2012 that are not vested become fully vested and exercisable if the officer terminates employment after having met the retirement criteria. Stock options granted on or after December 12, 2012 that are not vested become fully vested if the officer has met the retirement criteria and terminates employment not earlier than six months following the grant date. Messrs. Ring and Weiland have met the retirement criteria and, as a result, their unvested stock options (including unvested stock options granted on December 12, 2012 that were granted at least six months

before their termination date) would vest upon their termination, with or without a change of control. Excludes grants made on December 11, 2013 which, pursuant to the terms of the grant, do not vest upon a change of control unless the executive experiences a qualifying termination or the Compensation Committee determines otherwise.

(2)

As described above under “Unvested Restricted Stock Units and Restricted Stock,” restricted stock units granted to our named executive officers before December 12, 2012 that are not vested become fully vested if the officer terminates employment after having met the retirement criteria. Restricted stock units granted on or after December 12, 2012 that are not vested become fully vested if the officer has met the retirement criteria and terminates employment not earlier than six months following the grant date. Messrs. Ring and Weiland have met the retirement criteria and, as a result, their unvested restricted stock units (including unvested restricted stock units granted on December 12, 2012 that were granted at least six months before their termination date) would vest upon their termination, with or without a change of control. Excludes grants made on December 11, 2013 which, pursuant to the terms of the grant, do not vest upon a change of control unless the executive experiences a qualifying termination or the Compensation Committee determines otherwise.

In December 2010, the Company discontinued granting limited stock appreciation rights, or “LSARs,” in tandem with stock options. Prior to December 2010, LSARs were granted to our named executive officers in tandem with stock options. The LSARs may only be exercised within sixty days after a change of control of the Company. The LSARs give an executive the right to receive payment in cash or shares (as determined by us) equal to the difference between the fair market value of a share of our common stock on the date of exercise, or, if higher, the highest price per share paid in connection with the change of control, minus the exercise price of the option. In the event the LSAR is exercised, the related options are cancelled, and vice versa. The LSARs are vested to the same extent as the related stock options. The term “change of control” applicable to LSARs is defined substantially in the same manner as in the change of control agreements, as described above. The potential value to the named executive officers upon exercise of their LSARs following a change of control, assuming the fair market value on December 31, 2013, is at least as high as the change of control price, and is equivalent to the amount set forth in the table above in the “Unexercisable Stock Options” row.

SIRP

We provide supplemental retirement benefits to the named executive officers pursuant to our SIRP. Retirement benefits under our SIRP are payable to the named executive officers following a termination of employment for any reason within three years after a change of control of the Company. The amount payable upon termination within three years after a change of control is the usual retirement benefit under the SIRP, but with the account balance calculated as if the executive had remained employed and continued to receive annual accruals to his or her account, and retired upon reaching age 65. The age 65 account balance is determined by assuming a 6% increase in salary and annual bonus each year after termination. The projected age 65 benefit payable over 15 years is then converted to a lump sum payable six months after termination. The lump sum is calculated by discounting back the projected age 65 benefit to the executive’s actual age, using a 4.29% interest rate. The executive may also elect to defer payment of the lump sum to a fixed future date, subject to certain restrictions. “Change of Control” is defined under the SIRP as the beneficial ownership by a person of 25% or more of the voting power of our stock or a change in a majority of our Board of Directors during any period of two years or less. Assuming a termination on December 31, 2013 following a change of control, the amount of the payment under the SIRP to each of Messrs. Ring, Weiland, Holland, Beasley and Collins would equal $10,642,096, $7,413,678, $3,734,615, $4,074,176 and $3,764,010, respectively.

DIRECTOR COMPENSATION

The table below sets forth compensation received by each non-employee director during 2013.


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		All Other Compensation ($)⁽³⁾	Total ($)
David M. Barrett		87,950		104,596	74,800		267,346
Marc C. Breslawsky		91,000		50,048	74,800		215,848
Herbert L. Henkel		117,950		50,048	69,800		237,798
John C. Kelly		117,600		50,048	74,800		242,448
Theodore E. Martin^*		22,908		–	–		22,908
G. Mason Morfit^*		21,258		–	–		21,258
Gail K. Naughton		90,300		50,048	74,800		215,148
Tommy G. Thompson		79,700		50,048	74,800		204,548
Anthony Welters		95,950		104,596	74,800		275,346
Tony L. White		97,350		104,596	74,800		276,746

*	Mr. Martin was not nominated for re-election at the 2013 Annual Meeting because he had reached mandatory retirement age. Mr. Morfit did not stand for re-election at the 2013 Annual Meeting.

(1)

Messrs. Breslawsky, Henkel, Kelly, Martin and Welters deferred all of their cash fees earned in 2013 into 825, 1,070, 1,054, 144 and 862 shares of phantom stock, respectively. Dr. Barrett deferred 50% of his cash fees earned in 2013 into 395 shares of phantom stock and 50% into a deferred interest account. Mr. Thompson deferred 50% of his cash fees earned in 2013 into 362 shares of phantom stock. Mr. White did not defer his cash fees in 2013; however, a deferral account for fees deferred in previous years is maintained on his behalf. Mr. Morfit and Dr. Naughton did not defer their cash fees earned in 2013. For a description of the fees paid to non-employee directors and the deferral of such fees, see “Fees and Deferred Compensation” below.

(2)

Amounts in this column represent the aggregate grant date fair value of stock awards in 2013 under our 2005 Directors’ Stock Award Plan. The grant date for annual awards made to all non-employee directors on December 11, 2013 was $136.37. For a description of the stock awards granted to non-employee directors, see “Stock Awards and Option Awards – Stock Awards” below.

(3)

Amounts in this column include the value of share equivalent units granted to non-employee directors on December 11, 2013 under our Stock Equivalent Plan. For a description of the method for calculating the number of share equivalent units granted under the Stock Equivalent Plan, see “Stock Equivalent Plan for Outside Directors” below. For each of Drs. Barrett and Naughton and Messrs. Breslawsky, Kelly, Thompson, Welters and White, the amount in this column also includes a contribution in the amount of $5,000 made by our charitable foundation for 2013 on each director’s behalf under the foundation’s matching gift program. For a description of the matching gift program, see “Matching Gift Program” below.

The table below sets forth the aggregate number of outstanding stock awards, option awards, phantom stock shares under the Deferred Compensation Contract and share equivalent units under the Stock Equivalent Plan held by each director as of December 31, 2013.


Name	Stock Awards (#)		Option Awards (#)		Deferred Compensation Contract – Phantom Stock Shares (#)	Stock Equivalent Plan – Share Equivalent Units (#)
David M. Barrett		2,114		–	1,985		3,699
Marc C. Breslawsky		2,114		9,600	29,621		23,527
Herbert L. Henkel		2,114		7,200	15,485		11,191
John C. Kelly		1,714		1,200	2,488		3,699
Theodore E. Martin		–		–	–		–
G. Mason Morfit		–		–	–		–
Gail K. Naughton		1,714		2,000	–		8,041
Tommy G. Thompson		2,114		6,000	6,914		7,066
Anthony Welters		2,114		4,800	18,001		16,333
Tony L. White		2.114		9,600	19,632		23,527

Fees and Deferred Compensation

Cash Fees

In 2013, non-employee directors received an annual cash retainer in the amount of $50,000, which was paid semi-annually. In addition, for each Board of Directors and committee meeting attended, each non-employee director received a fee of $1,650, except for committee chairs, who received a fee of $3,650 for each committee meeting and scheduled interim conference. Directors on the Science and Technology Committee who participated in technology reviews with management for proposed business development opportunities also received a fee equivalent to a meeting fee of $1,650 for each such review. The lead director also received an annual cash retainer in the amount of $20,000, payable semi-annually. Directors who are also our employees did not receive any additional compensation for their service as directors.

Deferred Compensation Contract

Our directors may defer all or a portion of their cash fees under our Deferred Compensation Contract, Deferral of Directors’ Fees. Under this arrangement, the director’s deferred amounts are credited to a bookkeeping account for the director. The director may elect (i) to have the account credited with interest, or (ii) to have the account deemed invested in shares of our common stock, referred to as “phantom” stock, with the value of the account determined by the price of our common stock and the number of phantom stock shares in the account. Each of our directors who currently defers fees has elected to place his or her deferrals in a deferred stock account, except for Dr. Barrett who has deferred 50% of his cash fees into a deferred stock account and 50% of his cash fees into a deferred interest account. The deferred stock accounts are credited with a number of phantom stock shares equal to the dollar amount of the fees deferred, divided by the value of a share of our common stock on the date the fees would otherwise have been paid. Upon termination of service as a director, we convert the phantom stock in the director’s deferred stock account back to a cash value by multiplying the total number of shares of phantom stock by the value of a share of our common stock at that time. No shares of our common stock are purchased or issued in connection with this arrangement, and all deferred stock accounts are paid in cash. Dividend equivalents are credited on phantom stock in the same amount as paid on our common stock and are automatically deemed reinvested into additional shares of phantom stock. A deferred interest account is credited quarterly, until the account has been distributed, with (i) simple interest equal to the average percentage of interest earned on our marketable securities portfolio during the preceding three months, or (ii) if we do not have a marketable securities portfolio, the prime rate as of the end of the quarter as published in the Wall Street Journal. We pay the value of an account, as elected by the director, in up to ten annual installments or as a lump sum following the termination of a director’s term, as elected by the director.

Stock Awards and Option Awards

Stock Awards

For non-employee directors elected for terms on or before our 2012 Annual Meeting of Shareholders (each, a “Classified Director”), the 2005 Directors’ Stock Award Plan (the “Stock Award Plan”) provided for the grant of automatic, or “formula-based,” stock awards to each Classified Director in the year of his or her appointment, election or re-election as a director. Under the formula, each Classified Director received a grant of 400 shares of restricted stock for each year or partial year remaining in his or her term on the first business day in October following appointment or election. Therefore, a Classified Director who was elected to the Board of Directors for a three-year term received a stock award of 1,200 shares of common stock. The shares are subject to both a vesting restriction and a transfer restriction. Under the Stock Award Plan, 400 of the shares vest immediately and the remaining 800 shares are subject to forfeiture and vest in 50% increments on each of the first two anniversaries of the grant date. Once vested, the shares are subject to a restriction on transfer for an additional period of two years, but are no longer subject to forfeiture. Any unvested shares of a formula-based stock award are forfeited if a person ceases to serve as a director for any reason.

In 2012, shareholders approved the amendment of our Restated Certificate of Incorporation to declassify the Board, with 2012 being the last year shareholders elected directors to three-year terms. In addition, at its December 2011 meeting, the Board approved changes to the director compensation program, to move to a

value-based program. As a result of these changes, 2012 was the last year of the “formula-based” stock awards, and the Stock Award Plan was amended accordingly. For 2013, the Governance Committee set a target value of equity awards at $100,000. On December 11, 2013, each non-employee director elected for a one-year term in 2013 received a stock award of 767 shares that vests in full at the end of three years. Each non-employee director elected to a three-year term in 2011 or 2012, received a stock award of 367 shares that vests in full at the end of three years, which was determined after giving effect to the value of the “formula-based” stock award made in respect of 2013. These awards are considered discretionary stock awards under the Stock Award Plan.

We may grant our non-employee directors additional discretionary stock awards under the Stock Award Plan subject to a maximum value not to exceed $150,000 annually, and the Governance Committee has the authority to grant these shares and set any conditions or restrictions. Subject to the discretion of the Governance Committee, unvested shares of a discretionary stock award are forfeited in the event a person ceases to serve as a director, except as a result of death or retirement, in which case all such shares will vest. The Stock Award Plan provides that the Governance Committee has the discretion to accelerate vesting or waive any vesting conditions with respect to stock awards granted under this plan.

Option Awards

In December 2010, the Governance Committee eliminated the grant of formula-based option awards in favor of full value stock awards, and the Stock Award Plan was amended accordingly. Previous grants of formula-based option awards were made at the same time that option grants were made to the Company’s officers. The options have an exercise price equal to the fair market value of our common stock on the date of grant and vest in 400 share increments on each of the first three anniversaries of the grant date. The Governance Committee may grant non-employee directors option awards under the Stock Award Plan, and determines any conditions or restrictions on the grants. No option awards were granted to directors since 2011.

If a person ceases to serve as a director for any reason other than death or retirement, any unvested options will expire immediately. If a person ceases to serve as a director as a result of his or her death, his or her personal representative may exercise all vested and unvested options for a period of one year but in no event beyond the term of the option. If a person ceases to serve as a director as a result of his or her retirement, he or she may exercise all vested options through the term of the option, and all unvested options will expire immediately. The Stock Award Plan provides that the Governance Committee has the discretion to accelerate vesting or waive any vesting conditions with respect to option awards under this plan.

Stock Equivalent Plan for Outside Directors

We also maintain the Stock Equivalent Plan for Outside Directors of C. R. Bard, Inc., or the “Stock Equivalent Plan.” Under the Stock Equivalent Plan, we maintain a bookkeeping account for each non-employee director to which we credit an amount each year. The account is deemed invested in shares of our common stock, referred to as “share equivalent units,” with the value of the account determined by the price of our common stock and the number of share equivalent units in the account. No shares of our common stock are actually purchased or issued in connection with this arrangement. The annual grant of share equivalent units under the Stock Equivalent Plan is made on the same date as awards granted under the Directors’ Stock Award Plan and is determined according to a formula, which provides that a director receives a number of share equivalent units equal to (i) the sum of (A) the annual retainer then in effect for non-employee directors and (B) 12 times the per-meeting fee for non-employee directors then in effect, divided by (ii) the fair market value of a share of our common stock on the date of the grant. The fair market value is defined as the average of the high and low selling prices of our common stock on the NYSE. Based on the formula described above, the value of the share equivalent units granted to each non-employee director effective December 11, 2013 was approximately $69,800, and included 512 share equivalent units based on a price of $136.37 per share, the fair market value of our common stock on December 11, 2013.

Each director’s account in the Stock Equivalent Plan becomes vested after five years of service on our Board of Directors, or immediately upon a change of control, which is defined in the same manner as under our executive change of control agreements described above. If the account is not vested at the time the director

terminates service, all benefits are forfeited. In addition, if we terminate a director for “cause,” then his or her entire account, whether vested or unvested, will be forfeited. “Cause” is defined as a breach of a director’s duty of loyalty to us or our shareholders, any act not in good faith or involving a knowing violation of law, or any act resulting in the director’s receipt of an improper personal benefit. Other than following a change of control or after the director’s death, a director will also forfeit any remaining unpaid benefits if he or she fails to remain available to provide advice and counsel to us or engages in activities the Board of Directors determines to be competitive with our interests following termination of service.

Payment of benefits generally may not begin before the director reaches age 55. The value of the director’s account is equal to the total number of share equivalent units credited to the account, multiplied by the average of the closing prices of our common stock on the NYSE during the six-month period immediately preceding the director’s date of termination. We pay benefits under the Stock Equivalent Plan in cash, either in a lump sum or in quarterly installments over a number of years equal to the number of full or partial years the director served on our Board of Directors, at the director’s election. If the director elects to receive a lump sum, the amount of the lump sum is equal to the present value of the installment payments, discounted using the 30-year treasury rate in effect on the date the director terminates service. If our directors’ annual retainer or meeting fees are increased after a participant terminates service as a director, the Governance Committee may, in its discretion, prospectively increase the benefit payments to be paid or being paid to any retired non-employee directors.

In the event of a participant’s death on or after payment has begun, his or her beneficiary will receive the participant’s remaining interest. If a participant dies before payment has begun, the participant’s beneficiary will receive the payments, if any, that the participant would have received if the participant had terminated service as a director on the date of the participant’s death. Since benefits under the Stock Equivalent Plan are generally payable to non-employee directors only after a director has served on the Board of Directors for at least five years, the beneficiary of a director who terminates service due to death before completing five years of service would typically not receive any benefits under the Stock Equivalent Plan. To offset this, we pay an additional death benefit for non-employee directors equal to $25,000 per year for each year of service on the Board of Directors, up to five years. After the director completes five years of service, we no longer provide the additional death benefit, and any benefits payable to the director’s beneficiary would be determined by the terms of the Stock Equivalent Plan. We have not purchased insurance relating to the additional death benefit, and therefore any benefits would be paid out of our general assets.

Matching Gift Program

Directors are eligible to participate in the C. R. Bard Foundation, Inc. Matching Gift Program, under which our foundation matches gifts made by employees and directors to eligible non-profit organizations. The maximum gift total for a non-employee director participant in this program is $5,000 in respect of any calendar year.

RELATED PERSON TRANSACTIONS

We have had no related person transactions since the beginning of the 2013 fiscal year, or any currently proposed transactions, requiring disclosure under applicable SEC rules and regulations.

Policies and Procedures for Transactions with Related Persons

We attempt to analyze all transactions in which C. R. Bard participates and in which a related person may have a direct or indirect material interest, both due to the potential for a conflict of interest and to determine whether disclosure of the transaction is required under applicable SEC rules and regulations. Related persons include any of our directors or executive officers, certain of our shareholders and their respective immediate family members. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with our interests. Our Business Ethics Policy requires all directors, officers and employees who may have a potential or apparent conflict of interest to fully disclose all the relevant facts to his or her manager. The manager will then consult with the Company’s Human Resources Department and the Law Department, and a determination will be made as to whether the activity is permissible. A copy of our Business Ethics Policy is available on our website at www.crbard.com.

In addition to the reporting requirements under the Business Ethics Policy, to identify related person transactions, each year we submit and require our directors and officers to complete Director and/or Officer Questionnaires identifying any transactions with us in which the director or officer or their family members have an interest. A list is then maintained by the Law Department of all companies known to the Law Department that are affiliated with a related person. Any potential transactions with such companies or any potential related person transactions are reviewed by the Law Department and brought to the attention of the Governance Committee as appropriate. Our Governance Committee is responsible for reviewing and approving all material transactions with any related person, including any charitable contributions to an affiliated entity above $25,000.

EQUITY COMPENSATION PLAN INFORMATION

The table below sets forth information with respect to shares of common stock that may be issued under our equity compensation plans as of December 31, 2013:

Plan Category

Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights

Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights⁽¹⁾

Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

7,308,027

⁽²⁾

72.56

4,870,281

⁽³⁾

Equity compensation plans not approved by security holders

–

Total

7,308,027

72.56

4,870,281

(1)	The weighted average exercise price is $93.31 for stock options and stock appreciation rights only.

(2)	Includes 5,235,612 options (which do not carry dividend equivalent rights) and 2,072,415 awards of restricted stock units and restricted stock (including 485,293 restricted stock units purchased by participants under the MSPP from a portion of their bonus).

(3)	Includes 35,707 shares under the 2005 Directors’ Stock Award Plan, 4,328,678 shares under the 2012 Long Term Incentive Plan, as amended and restated, and 505,896 shares under the Employee Stock Purchase Plan, as amended and restated.

AUDIT COMMITTEE REPORT

To the Board of Directors of C. R. Bard, Inc.:

We have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the year ended December 31, 2013.

We have discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees. We have received and reviewed the written disclosures and the communications from the independent registered public accounting firm required by Public Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence, and have discussed with the independent registered public accounting firm its independence. We have considered whether the provision of non-audit services performed by the Company’s independent registered public accounting firm is compatible with maintaining auditor independence.

Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

THE AUDIT COMMITTEE

John C. Kelly, Chair

David M. Barrett, M.D.

Marc C. Breslawsky

David F. Melcher

PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected KPMG LLP to audit our accounts for the fiscal year ending December 31, 2014. Because KPMG LLP’s report will be addressed to the shareholders as well as the Board of Directors, the holders of our common stock are asked to ratify this selection. We have been advised that representatives of KPMG LLP will be present at the Annual Meeting with the opportunity to make a statement if the representatives desire to do so. We expect that the representatives will be available to respond to appropriate questions.

THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND

A VOTE “FOR” PROPOSAL NO. 2.

Fiscal 2013 and 2012 Independent Registered Public Accounting Firm Fee Summary

The following table presents the aggregate fees billed and accrued for professional services rendered by our independent registered public accounting firm in the “audit fees” category and fees billed in the fiscal years for the “audit-related fees,” “tax fees” and “all other fees” categories, in each case as such terms are defined by the SEC, for the fiscal years ended December 31, 2013 and December 31, 2012.


Type of Fees	2013		2012
Audit Fees	$	4,402,000	$	3,784,000
Audit-Related Fees⁽¹⁾	$	343,000	$	363,000
Tax Fees⁽²⁾	$	1,731,000	$	2,012,000
All Other Fees		–		–

Total	$	6,476,000	$	6,159,000

(1)	Audit-related professional services included audits of benefits plans and agreed upon procedures covering Extensible Business Reporting Language (“XBRL”) filings.

(2)	The fees billed by KPMG LLP related to tax compliance, tax advice and tax planning for 2013 were $556,000, $1,060,000, and $115,000, respectively. The fees billed by KPMG LLP related to tax compliance, tax advice and tax planning for 2012 were $509,000, $852,000 and $651,000, respectively.

Audit Committee Pre-Approval Policies and Procedures

It is the Audit Committee’s policy and procedure to review, consider and ultimately pre-approve all audit and non-audit services to be performed by our independent registered public accounting firm. The Audit Committee pre-approved all of the services for the fiscal year ended December 31, 2013, described under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.” The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other non-audit services that may be provided to us by the independent registered public accounting firm. The policy: (i) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the independence of the independent registered public accounting firm is not impaired; (ii) describes in detail the audit, audit-related, tax and other services that may be provided, including the range of fees for such services, and the non-audit services that may not be performed; and (iii) sets forth procedures for the pre-approval of all permitted services. The Audit Committee must separately pre-approve any service not specifically included in the policy, including the fee level for that service.

Any excess in fees for a service over the previously approved level, whether included in the policy or specifically approved by the Audit Committee, requires specific pre-approval by the Audit Committee. The term of any pre-approval is 12 months unless the Audit Committee specifically provides for a different period. In accordance with the policy, the Chair of the Audit Committee has been delegated the authority to provide any necessary specific pre-approval in the event that the full Audit Committee is not available, provided that any pre-approval decision made by the Chair for permissible tax services is limited to $25,000. The Chair must report such approval to the Audit Committee at its next meeting.

PROPOSAL NO. 3 – APPROVAL OF THE 2012 LONG TERM INCENTIVE PLAN OF

C. R. BARD, INC., AS AMENDED AND RESTATED

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3.

Our shareholders are being asked to consider and vote on this proposal to increase the number of shares of common stock authorized to be issued under our 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated (formerly the 2003 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated), which we refer to as the “Plan.” In February 2014, the Board of Directors approved an amendment and restatement of the Plan to provide that if outstanding awards are replaced or substituted in a change of control, the awards held by a participant will accelerate and vest only upon certain terminations of the participant’s employment within the one year following the change of control. In March 2014, the Board also approved, subject to shareholder approval, an amendment and restatement of the Plan to increase by 2,900,000 shares the number of shares of common stock authorized to be issued under the Plan. Currently, the maximum number of authorized shares of common stock that may be issued under the Plan is 24,225,000 shares. If the additional shares are approved, the maximum number of authorized shares of common stock that could be issued under the Plan would be 27,125,000 shares, subject to adjustment.


Need for Additional Authorized Shares

• We believe that 2,900,000 shares is an appropriate number of shares that will enable us to continue to grant equity as a portion of employee compensation, and *this increase is consistent with past requests for shares.* * For purposes of compensation planning, we generally *request additional shares on an annual basis to provide us with sufficient shares for one annual equity grant cycle* beyond the current year’s equity cycle. * As of February 28, 2014, approximately 3,454,891 shares of common stock remained available under the Plan, which reflects grants of 15,160 stock options and 299,173 full value awards made during 2014. * Each option granted reduces the number of shares available under the Plan by one share and each full value award, including restricted stock, restricted stock units and performance units, *reduces the number of shares available under the Plan by 2.87 shares. As a result of the limited number of shares of common stock remaining available under the Plan, we are requesting that shareholders authorize an additional 2,900,000 shares of common stock under the Plan to cover anticipated awards to be granted by us in accordance with our normal compensation practices.
Pay-For-Performance

• *The Plan is a key component of our pay-for-performance compensation philosophy.* * Grants of performance-based equity awards to eligible officers and key employees *enhance the link between pay and performance.* * Share ownership aligns our employees’ interests with those of our shareholders. * The Plan is designed to attract and retain the services of selected employees of the Company and to motivate such employees to exert their best efforts on behalf of the Company. * Our MSPP program incentivizes eligible employees to defer annual cash bonuses into company stock, which further aligns our employees with shareholders. * Approving this management proposal will help us to achieve long-term success, increase shareholder value, align the interests of our employees and shareholders and promote a culture of Company ownership for executives as well as key employees.


Consequences if Additional Shares are Not Authorized

• According to our projections, if shareholders do not approve this proposal, *we lack a sufficient share reserve under the Plan to meet our projected short-term needs.* * We will be unable to issue stock-settled equity awards after 2014 and would instead be reliant on cash-settled awards to link pay and performance, *which could have significant consequences to us and our shareholders. Cash-settled awards could *increase compensation* *expense* and contribute to *greater volatility in reported earnings* because cash-settled awards that are linked to stock performance require periodic mark-to-market accounting based on the company’s stock price movement. * For example, with respect to the grants made for the 2012 equity award cycle, total compensation expense in 2013 was approximately $22 million; however, had these awards been cash-settled, the estimated compensation expense in 2013 would have been approximately $36 million. • Without approval to authorize additional shares under the Plan, we may need to design and implement a new cash-settled long-term incentive plan.
Key Plan Features

• The current Plan also contains several *features designed to protect shareholder interests* and to reflect our compensation principles and practices, including:

Ø No “Evergreen” Provision		Ø No Repricing or Below-Market Grants of Stock Options and Stock Appreciation Rights (SARs) permitted

Ø No Recycling of Shares under the Plan		Ø No Payments of Dividend Equivalents on Performance RSU Awards Unless Performance Goals are Satisfied

Ø Limits on Grant Size		Ø Double-Trigger Change of Control
Impact of Share Repurchases on Overhang and Burn Rate

• Some of our shareholders view overhang and burn rate calculations as important in connection with determining whether to support an equity plan proposal. We recognize this and believe that these calculations are negatively impacted by our capital management practices, which return value to our shareholders. * Our historic share repurchases have significantly decreased our outstanding common stock, which demonstrates our *commitment to dilution management and returning value to shareholders. As a result of our repurchases, our *outstanding common stock has decreased by approximately 20%* from 2009 to 2013. * *Our share repurchase program results in increases to our overhang and burn rate* because share repurchases reduce average basic common shares outstanding, which is the denominator of these calculations. • Equity grants have *long vesting periods. While this aligns employees and shareholders, long vesting periods could result in an increase to our overhang* because employees are required to hold onto the equity for a period of time. • *Our stock ownership requirements, which require executives and certain other employees to hold equity valued at one to five times base salary, could impact our overhang*.


Dilutive Effect of Additional Authorized Shares

• We believe that the potential dilutive effect of additional authorized shares should be considered in the context of our share repurchases over the past five years. * Our share repurchase program is favorable for shareholders as it has *more than offset the dilution from equity grants* and has *consistently returned a significant amount of incremental value to our shareholders. We plan to continue allocating capital for share repurchases to limit the dilution impact from equity plan activities.

The Board of Directors believes it to be in the best interest of the Company to adopt the Plan to promote our long-term growth and profitability by aligning the interests of our key employees with those of other shareholders and providing additional incentives to increase the long-term performance of the Company. The summary description of the Plan (as proposed to be amended and restated) set forth below does not purport to be complete and is qualified in its entirety by reference to the provisions of the Plan itself. The complete text of the Plan (as proposed to be amended and restated) is attached as Appendix B to this proxy statement.

Description of the Plan

Administration. The Plan is administered by the Compensation Committee or any subcommittee thereof, which is expected to consist of at least two individuals who are intended to qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code. All awards granted to employees under the Plan are evidenced by an award agreement which specifies the type of award granted pursuant to the Plan, the number of shares of common stock underlying the award and all terms governing the award, including, without limitation, terms regarding vesting, exercisability and expiration of the award.

Eligibility. Participants in the Plan are selected by the Compensation Committee from employees of the Company and its subsidiaries. The Compensation Committee may select participants and make awards at any time under the Plan. As of December 31, 2013, 12 executive officers and approximately 990 other officers and employees were eligible for participation in the Plan.

Determination and Maximum Number of Awards. Awards under the Plan may be in the form of stock options, stock appreciation rights, limited stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and other stock-based awards. Subject to adjustment as provided in the Plan, the total number of shares that may be issued under the Plan is 27,125,000. The maximum number of shares with respect to which options, stock appreciation rights and other stock-based awards may be granted during each calendar year to any individual may not exceed 900,000 shares of our common stock, subject to adjustment. The Plan provides that each option or stock appreciation right granted under the Plan shall reduce the number of total shares available under the Plan by one share, whereas an award of restricted stock, unrestricted stock, restricted stock units or other stock-based awards shall reduce the number of total shares available under the Plan by 2.87 shares, provided that awards that are valued by reference to shares but are required to be paid in cash pursuant to their terms shall not reduce the number of total shares available under the Plan. If any award shall for any reason expire, otherwise terminate, or be forfeited, in whole or in part, without having been exercised in full, the stock not acquired shall revert to and again become available for issuance under the Plan. In general, the reverted shares shall increase the number of total shares available under the Plan by one share for each reverted option or stock appreciation right, and 2.87 shares for each reverted award of restricted stock, unrestricted stock, restricted stock unit or other stock-based award.

The Compensation Committee has exclusive power and authority, consistent with the provisions of the Plan, to establish the terms and conditions of any award and to waive any such terms or conditions. Because the benefits conveyed under the Plan would be at the discretion of the Compensation Committee, we cannot determine what benefits participants will receive under the Plan. As of December 31, 2013, the Compensation Committee has awarded options, restricted stock and restricted stock units under the Plan to the named executive officers in the amounts set forth in the Outstanding Equity Awards at 2013 Fiscal Year-End Table under the columns “Number of Securities Underlying Unexercised Options – Exercisable” and “Number of Securities

Underlying Unexercised Options – Unexercisable.” As of December 31, 2013 (i) Mr. Ring had been granted a total of 1,813,531 options, 48,321 restricted stock units, 249,594 shares of restricted stock and a performance unit grant target of 35,156 units under the Plan; (ii) Mr. Weiland had been granted a total of 1,236,619 options, 30,658 restricted stock units, 164,294 shares of restricted stock and a performance unit grant target of 21,626 units under the Plan; (iii) Mr. Holland had been granted a total of 63,567 options, 13,383 restricted stock units, 0 shares of restricted stock and a performance unit grant target of 8,535 units under the Plan; (iv) Mr. Beasley had been granted a total of 215,043 options, 17,607 restricted stock units, 26,186 shares of restricted stock and a performance unit grant target of 12,797 units under the Plan; and (v) Mr. Collins had been granted a total of 194,587 options, 17,607 restricted stock units, 23,061 shares of restricted stock and a performance unit grant target of 12,797 units under the Plan. In addition, as of December 31, 2013, the current executive officers, as a group, have been granted a total of 4,335,100 options, 190,844 restricted stock units, 569,919 shares of restricted stock and performance unit grant targets of 125,508 units under the Plan, and all other employees have been granted a total of 10,835,917 options, 659,638 restricted stock units (excluding MSPP and Optimum units) and 858,403 shares of restricted stock and performance unit grant targets of 47,720. Non-employee directors are not eligible to receive awards under the Plan. On February 24, 2014, the mean between the high and low sale prices of the common stock, as reported on the NYSE, was $142.21.

Stock Options and Stock Appreciation Rights. The Compensation Committee may award to selected employees nonqualified or incentive stock options. Options granted under the Plan will be exercisable at such times and upon such terms and conditions as may be determined by the Compensation Committee, but in no event will an option be exercisable more than ten years after the date it is granted. The exercise price per share of common stock for any option awarded will not be less than 100% of the fair market value of a share of common stock on the day the option is granted. The exercise price of any stock option granted pursuant to the Plan may not be subsequently reduced by amendment or cancellation and substitution of that option or any other action of the Compensation Committee without shareholder approval, subject to the Compensation Committee’s authority to adjust or substitute awards upon the occurrence of certain events to preserve the economic value of the award (described in “Adjustments Upon Certain Events” below).

A participant may exercise an option by paying the exercise price in cash or its equivalent and/or, to the extent permitted by the Compensation Committee, common stock, a combination of cash and common stock or through the delivery of irrevocable instruments to a broker to sell the shares obtained upon the exercise of the option and to deliver to us an amount equal to the exercise price.

The Compensation Committee may grant stock appreciation rights independent of or in conjunction with an option. The exercise price of a stock appreciation right will be an amount determined by the Compensation Committee, but in no event will that amount be less than the greater of (i) the fair market value of the common stock on the date the stock appreciation right is granted or, in the case of a stock appreciation right granted in conjunction with an option, the exercise price of the related option, and (ii) the minimum amount permitted under applicable laws, rules, by-laws or policies of applicable regulatory authorities or stock exchanges. The exercise price of any stock appreciation right granted pursuant to the Plan may not be subsequently reduced by amendment or cancellation and substitution of that stock appreciation right or any other action of the Compensation Committee without shareholder approval, subject to the Compensation Committee’s authority to adjust or substitute awards upon the occurrence of certain events to preserve the economic value of the award (described in “Adjustments Upon Certain Events” below). Each stock appreciation right granted independently from an option will entitle an employee upon exercise to an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share of common stock over (B) the exercise price, multiplied by (ii) the number of shares of common stock covered by the stock appreciation right and as to which the stock appreciation right is exercised. Each stock appreciation right granted in conjunction with an option will entitle an employee to surrender the option and to receive an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share of common stock over (B) the option price per share of common stock, multiplied by (ii) the number of shares of common stock covered by the option that is surrendered. Payment will be made in common stock or in cash or partly in common stock and partly in cash, as determined by the Compensation Committee at the time of grant. In no event may a participant exercise a stock appreciation right more than ten years after the date it is granted.

The Compensation Committee may, in its discretion, grant limited stock appreciation rights that are exercisable upon the occurrence of specified contingent events, including, without limitation, a change of control of the Company.

Other Stock-Based Awards. The Compensation Committee, in its sole discretion, may grant restricted stock, restricted stock units, unrestricted stock and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, our common stock. These other stock-based awards will be in such form, and dependent on such conditions, as the Compensation Committee determines, including, without limitation, the right to receive, or vest with respect to, one or more shares of common stock (or the equivalent cash value of those shares of common stock) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. However, the Compensation Committee may grant awards of unrestricted shares only if the Compensation Committee has determined that those awards are made in lieu of salary or a cash bonus. The restricted period specified in respect of any award of restricted stock will not be less than three years, except that the Compensation Committee may (i) provide for a restricted period to terminate at any time after one year upon the attainment of established performance-based objectives, and (ii) grant up to 500,000 shares of restricted stock without regard to this limitation.

Certain stock-based awards granted under the Plan may be granted in a manner that should be deductible by us under Section 162(m) of the Internal Revenue Code. These awards, referred to as performance-based awards, will be determined based on the attainment of written performance goals approved by the Compensation Committee. The performance-based awards will be based upon one or more of the following objective criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per share; (v) return on shareholders’ equity; (vi) attainment of strategic and operational initiatives; (vii) customer income; (viii) economic value-added models; (ix) maintenance or improvement of profit margins; (x) stock price (including total shareholder return), including, without limitation, as compared to one or more stock indices; (xi) market share; (xii) revenues, sales or net sales; (xiii) return on assets; (xiv) book value per share; (xv) expense management; (xvi) improvements in capital structure; (xvii) costs; and (xviii) cash flow. The foregoing criteria may relate to the Company, one or more of our subsidiaries or one or more of our divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as determined by the Compensation Committee. In addition, to the degree consistent with the Internal Revenue Code, the performance criteria may be calculated without regard to extraordinary, unusual and/or non-recurring items. With respect to performance-based awards, (i) the Compensation Committee will establish the objective performance goals applicable to a given period of service no later than 90 days after the commencement of that period of service (but in no event after 25% of that period of service has elapsed) and (ii) no awards will be granted to any participant for a given period of service until the Compensation Committee certifies that the objective performance goals (and any other material terms) applicable to that period have been satisfied.

Adjustments Upon Certain Events. In the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any distribution to shareholders of shares or other property or securities (other than regular cash dividends) or any other similar transaction that results in a change to our equity capitalization, the Compensation Committee will adjust, as it deems to be equitable or appropriate, (i) the number or kind of shares of common stock or other securities that may be issued or reserved for issuance pursuant to the Plan or pursuant to any outstanding awards, (ii) the annual and other limits on grants of awards and/or (iii) the exercise price of any stock options or stock appreciation rights or purchase price of any award and/or (iv) any other affected terms of the Plan or awards under the Plan.

If a change of control of the Company occurs, unless otherwise specified by the Compensation Committee with respect to any award on or prior to the date of grant, the Compensation Committee shall (i) provide for the issuance of substitute awards that will substantially preserve the terms of any awards previously granted under the Plan as determined by the Compensation Committee in its sole discretion or (ii) (A) provide that any outstanding awards that are unexercisable or unvested will automatically be deemed exercisable or vested and all

restrictions on restricted stock and/or restricted stock units will expire and (B) the Compensation Committee may, but will not be obligated to, cancel such awards for fair value (as determined in the sole discretion of the Compensation Committee).

If a participant is terminated within one year following a change of control by the Company without “Cause” (as defined in any employment, severance or change of control agreement in effect between the participant and the Company, any applicable severance plan, or if there is no such agreement or plan, defined as the participant’s misconduct, insubordination, violation of the Company’s policies or performance issues) or for “Good Reason” (as defined in any employment, severance or change of control agreement in effect between the participant and the Company) or due to the participant’s rejection of an offer of a position that would require relocation of more than 50 miles or of a position that is not a comparable position, any outstanding awards held by the participant that are unexercisable or unvested will automatically be deemed exercisable or vested.

A change of control is defined in the Plan substantially in the same manner as in the agreements with our named executive officers (described under “Potential Payments Upon Termination or Change of Control – Payments Upon Termination Following a Change of Control” above), except that the Plan additionally provides that a change of control will not be deemed to have occurred upon a transaction in which our shareholders prior to the transaction retain a majority of the combined voting power of the voting securities of the resulting entity or its parent following the transaction in substantially the same proportion to each other that they were prior to the transaction.

Transferability. A participant in the Plan may not transfer or assign for consideration any awards received under the Plan. A participant may transfer an award by will or by the laws of descent and distribution. During a participant’s lifetime, only the participant or his or her guardian or legal representative may exercise the participant’s award under the Plan. The Compensation Committee may provide that a participant may transfer awards to family members or trusts that are owned by or for the benefit of family members as long as they are not transferred for consideration.

Amendment and Termination. The Board of Directors may amend or terminate the Plan at any time, provided that it may not, without shareholder approval, (i) increase the number of shares that may be acquired under the Plan, (ii) extend the term during which options may be granted under the Plan, (iii) permit the exercise price per share of an option or stock appreciation right to be less than the fair market value of the common stock on the date on which an option or stock appreciation right is granted, except as specifically provided upon the occurrence of certain events as described above, (iv) terminate restrictions on awards except for certain permitted exceptions or (v) provide for awards not permitted under the terms of the Plan. No amendment of the Plan may materially diminish any rights of a participant pursuant to a previously granted award without his or her consent, subject to the Compensation Committee’s authority to adjust awards upon certain events (described in “Adjustments Upon Certain Events” above) and the Compensation Committee’s ability to amend the Plan in such manner as it deems necessary to permit the granting of awards meeting the requirements of the Internal Revenue Code or other applicable laws. No awards may be made under the Plan after April 16, 2024.

Tax Status of Plan Awards

Introduction. The following general discussion of the United States federal income tax status of awards under the Plan, as proposed to be amended and restated, is based on present U.S. federal tax laws and regulations and does not purport to be a complete description of the federal income tax laws. Employees may also be subject to certain foreign, state and local taxes that are not described below.

This summary is not intended as tax advice. Individuals receiving awards under the Plan should consult with their own personal tax advisor regarding the taxation of awards and the federal, state, local and foreign consequences of participating in the Plan.

Incentive Stock Options. If the option is an incentive stock option, the employee will not realize income upon award or, generally, upon exercise of the option, and we will not have a deduction be available to us at that time. If the employee holds the common stock purchased upon the exercise of an incentive stock option for at least two years from the date of the grant of that option and for at least one year after exercise, the employee will

recognize long-term capital gain or loss, as the case may be, based on the difference between the exercise price and the proceeds of the sale. If the employee disposes of the common stock purchased pursuant to the option before the expiration of that period, any gain on the disposition, up to the difference between the option exercise price and the lesser of (i) the fair market value of the shares on the date of exercise or (ii) the price at which the shares are sold, will be taxed at ordinary rates as compensation paid to the employee, and we will be entitled to a deduction for an equivalent amount. Any amount realized by the employee in excess of the fair market value of the stock at the time of exercise will be taxed at capital gains rates.

Nonqualified Options. If the option is a nonqualified option, the employee will not realize income at the time of award of the option, and we will not have a deduction available to us at that time. At the time of exercise (other than by delivery of common stock to us), the employee will realize ordinary income in an amount equal to the difference between the option exercise price and the fair market value of the shares on the date of exercise, and we will receive a tax deduction for the same amount. If the employee exercises an option by delivering common stock to us, a number of shares received by the employee equal to the number of shares so delivered will be received free of tax with a tax basis and holding period equal to the shares so delivered. The fair market value of additional shares received by the employee, less any non-stock consideration tendered, will be taxable to the employee as ordinary income, and the employee’s tax basis in those shares will be their fair market value on the date of exercise increased by any non-stock consideration paid. Upon disposition, any appreciation or depreciation of the common stock after the date of exercise may be treated as capital gain or loss.

Stock Appreciation Rights. The employee will not realize income at the time a stock appreciation right is awarded, and we will not have deduction available to us at that time. When the employee exercises the right (including a limited stock appreciation right), the employee will realize ordinary income in the amount of the cash or the fair market value of the common stock received by the employee, and we will be entitled to a deduction of equivalent value.

Restricted Stock, Restricted Stock Units, Stock Awards and Unrestricted Stock. We will receive a deduction and the employee will recognize taxable income equal to the fair market value of the restricted stock at the time the restrictions on the shares awarded lapse, unless the employee elects to pay such tax as may be then due not later than 30 days after the date of the transfer by us to the employee of a restricted stock award as permitted under Section 83(b) of the Internal Revenue Code, in which case both our deduction and the employee’s inclusion in ordinary income occur on the award date in an amount equal to the fair market value of all shares to which the Section 83(b) election applies. We will receive a deduction and the employee will recognize taxable income equal to the fair market value of the shares delivered in settlement of restricted stock units at the time of the delivery of shares in settlement of a restricted stock unit award. The value of shares of common stock awarded to employees as unrestricted stock (minus the employee’s purchase price, if any) will be taxable as ordinary income to those employees in the year received, and we will be entitled to a corresponding tax deduction. Depending on how long the employee holds the shares of stock, the sale or other taxable disposition of the shares will result in a capital gain or loss.

Section 162(m). Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to the Chief Executive Officer and the three other most highly compensated executive officers, other than the Chief Financial Officer, employed on the last day of any fiscal year. Qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. One requirement is obtaining shareholder approval of, and shareholder reapproval at least once every five years of, (i) the performance criteria upon which performance-based awards may be based, (ii) the annual per-participant limits on grants of performance-based awards and (iii) the class of employees eligible to receive awards. In the case of performance-based awards, other requirements are that objective performance goals and the amounts payable upon achievement of the goals be pre-established by a committee comprised solely of at least two outside directors and that no discretion be retained to increase the amount payable under the awards. In the case of stock options and stock appreciation rights, other requirements are that the stock option or stock appreciation right be granted by a committee of at least two outside directors and that the exercise or base price of the stock option or stock appreciation right be not less than the fair market value of the common stock on the date of grant.

Impact of Section 409A of the Internal Revenue Code. The U.S. federal tax consequences described above may be impacted by Congress’ adoption of Section 409A of the Internal Revenue Code, which became effective January 1, 2005 and generally applies to all awards granted after December 31, 2004 and the portion of any awards granted prior to January 1, 2005 which had not yet vested as of December 31, 2004. If an award violates Section 409A, the employee’s award and all similar awards made under any of our plans or arrangements, plus related earnings for the year of violation and all preceding years, will be includible in the employee’s gross income to the extent the awards are not subject to a substantial risk of forfeiture. In addition, the employee will be charged interest at the Internal Revenue Service underpayment rate plus one percent, plus an additional federal tax equal to 20 percent of the compensation that is required to be included in gross income. Additional penalty taxes may be imposed by states in which the employee is taxed.

The Plan is intended to comply with Section 409A either by exempting awards from coverage by Section 409A or by satisfying the requirements of Section 409A. We do not, however, make any promises or guarantees as to the Plan’s compliance with Section 409A.

Adoption of Proposal No. 3

We believe that the best interests of C. R. Bard and its shareholders will be served by the approval of Proposal No. 3. The amendment and restatement of the Plan will enable us to be in a position to continue to grant long-term incentive awards to officers and other employees, including those who through promotions and development of our business will be entrusted with new and more important responsibilities. The Board of Directors approved the amendment and restatement of the Plan at its meeting held on February 12, 2014.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3.

PROPOSAL NO. 4 – APPROVAL OF CERTAIN PROVISIONS OF THE EXECUTIVE

BONUS PLAN OF C. R. BARD, INC., AS AMENDED AND RESTATED

Our Executive Bonus Plan, is designed to help attract, retain and motivate our executives and promote the achievement of rigorous but realistic financial goals. The Executive Bonus Plan is also designed to qualify compensation under the Executive Bonus Plan for a federal income tax deduction as performance-based compensation. Approval of Proposal No. 4 will constitute approval of certain provisions of the Executive Bonus Plan for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, which approval is required every five years in order for such awards to continue to be treated as performance-based compensation, as discussed below under the heading “Section 162(m).”

The description of the Executive Bonus Plan set forth below is a summary, does not purport to be complete and is qualified in its entirety by reference to the provisions of the Executive Bonus Plan itself. The complete text of the Executive Bonus Plan is attached as Appendix C to this proxy statement.

Description of the Executive Bonus Plan

Administration. The Executive Bonus Plan is administered by our Compensation Committee or a subcommittee to which the Compensation Committee delegates its duties, which in either case must consist solely of at least two outside directors, as such term is defined in Section 162(m) of the Internal Revenue Code and the regulations thereunder. We refer to the Compensation Committee or its delegate subcommittee as the “Compensation Committee” in this Proposal 4.

Eligibility. Participants in the Executive Bonus Plan in any of our fiscal years will be limited to individuals who are determined by the Board of Directors to be “executive officers.” As of March 3, 2014, 12 executive officers were eligible to participate in the Executive Bonus Plan.

Determination and Maximum Number of Awards. Awards under the Executive Bonus Plan must be in the form of cash. No award to any individual with respect to any fiscal year may exceed $3,000,000. Awards will be made to participants based upon one or more of the following objective performance criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per share; (v) return on shareholders’ equity (also referred to as return on investments); (vi) attainment of strategic and operational initiatives; (vii) customer income; (viii) economic value-added models; (ix) maintenance or improvement of profit margins; (x) stock price, including, without limitation, as compared to one or more stock indices; (xi) market share; (xii) revenues, sales or net sales; (xiii) return on assets; (xiv) book value per share; (xv) expense management; (xvi) improvements in capital structure; (xvii) costs and (xviii) cash flow. The foregoing criteria may relate to the Company, one or more of its subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Compensation Committee determines. In addition, to the degree consistent with the Internal Revenue Code, the performance criteria may be calculated without regard to extraordinary, unusual and/or non-recurring items. During the first ninety days of each fiscal year (or no later than the time permitted pursuant to Section 162(m) of the Internal Revenue Code or any successor section thereto), the Compensation Committee must select the performance criteria and establish the performance targets and the amount of bonus (expressed as a percentage of base salary in effect on the first day of the fiscal year) payable to each participant to the extent that performance satisfies the applicable criteria, whether equal to or within a range above or below the applicable target.

Payment of Awards. Each award will be paid in cash following the fiscal year to which it relates following the Compensation Committee’s written certification of the achievement of applicable performance goals. Six months prior to the end of the fiscal year, however, a participant may elect to defer all or any portion of an award earned during that fiscal year. We will convert deferred awards (i) to restricted stock units pursuant to the terms of the MSPP, or, as we determine, (ii) to an interest-bearing account for the participant. Deferred awards are paid pursuant to the same elections and rules governing the form and timing of those distributions as those applicable to the MSPP. Participants may, and in certain circumstances are required to, contribute a portion of their bonuses to purchase our common stock under the MSPP, as discussed above under the headings “Executive Officer Compensation – Nonqualified Deferred Compensation – MSPP.”

Amendment and Termination. The Compensation Committee may amend or terminate the Executive Bonus Plan at any time. No amendment or termination of the Executive Bonus Plan can deprive any participant of awards for fiscal years already ended.

Section 162(m). Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to the Chief Executive Officer and the three other most highly compensated executive officers, other than the Chief Financial Officer, employed on the last day of any fiscal year. Qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. One requirement is obtaining shareholder approval at least once every five years of (i) the performance criteria upon which performance-based awards may be based, (ii) the annual per-participant limit on grants of performance-based awards and (iii) the class of employees eligible to receive awards. Other requirements are that objective performance goals and the amounts payable upon achievement of the goals be established by a committee comprised solely of at least two outside directors and that no discretion be retained to increase the amount payable under the awards. We believe that if Proposal No. 4 is approved by shareholders, awards granted under the Executive Bonus Plan in compliance with all of the above requirements and others set forth in Section 162(m) of the Internal Revenue Code will be exempt from the $1,000,000 deduction limit.

Impact of Section 409A of the Internal Revenue Code. The U.S. federal tax consequences described above may be impacted by Congress’ adoption of Section 409A of the Internal Revenue Code, which became effective January 1, 2005 and generally applies to all awards granted after December 31, 2004 and the portion of any awards granted prior to January 1, 2005 which had not yet vested as of December 31, 2004. If an award violates Section 409A, the employee’s award and all similar awards made under any of our plans or arrangements, plus related earnings for the year of violation and all preceding years, will be includible in the employee’s gross

income to the extent the awards are not subject to a substantial risk of forfeiture. In addition, the employee will be charged interest at the Internal Revenue Service underpayment rate plus one percent, plus an additional federal tax equal to 20 percent of the compensation that is required to be included in gross income. Additional penalty taxes may be imposed by states in which the employee is taxed. Plans are required to be amended to comply with Section 409A by December 31, 2008.

The Executive Bonus Plan is intended to comply with Section 409A either by exempting awards from coverage by Section 409A or by satisfying the requirements of Section 409A. We do not, however, make any promises or guarantees as to the Executive Bonus Plan’s compliance with Section 409A.

Adoption of Proposal No. 4

We believe that the best interests of C. R. Bard and its shareholders will be served by the approval of Proposal No. 4, which will enable us to continue to be in a position to grant bonus awards to officers, including those who through promotions and development of our business will be entrusted with new and more important responsibilities, while preserving the tax deductibility of these awards.

Approval of Proposal No. 4 requires the affirmative vote of a majority of shares of our common stock cast on the proposal. If such approval is not obtained, we may forfeit tax deductions on a portion of the bonus awards that the Compensation Committee may approve for 2014 and subsequent years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 4.

PROPOSAL NO. 5 – APPROVAL OF THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS ON AN ADVISORY BASIS

The primary objective of our overall executive compensation program is to provide balanced, comprehensive and competitive rewards for the short- and long-term in a cost-effective manner to the Company. We have designed our executive compensation program to incentivize achievement of earnings, sales and other financial metrics that we believe deliver value to our shareholders, drive operational results and promote high levels of individual performance. Our compensation program provides a combination of fixed and variable pay with an emphasis on at-risk compensation linked to performance goals. We believe that compensation levels in the medical device industry are dynamic and very competitive as a result of the need to attract and retain qualified executives with the necessary skills and experience to keep up with the complex regulatory environment in which we operate and to understand the rapidly changing medical technology in our industry. We believe that our current executive compensation program achieves our objectives effectively.

Shareholders are urged to read the Compensation Discussion and Analysis set forth in this proxy statement, which discusses how our compensation policies and procedures reflect our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative disclosure that describe the compensation of our five most highly-compensated executive officers in fiscal year 2013.

In accordance with the changes to Section 14A of the Securities Exchange Act of 1934, as amended, which were made pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, and as a matter of good corporate governance, shareholders will be asked at the 2014 Annual Meeting of Shareholders to approve the following advisory resolution:

Adoption of Proposal No. 5

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K, included in the Compensation Discussion and Analysis, the Summary Compensation Table and related compensation tables, and the related disclosure contained in this proxy statement.

This advisory vote is not binding. Although non-binding, the Compensation Committee will consider the outcome of the advisory vote when making future decisions regarding our executive compensation programs.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 5.

PROPOSAL NO. 6 – SHAREHOLDER PROPOSAL RELATING TO SUSTAINABILITY REPORTING

We have received a shareholder proposal from Walden Asset Management, a division of Boston Trust & Investment Management Company (collectively “Walden”), as primary filer, whose address is One Beacon Street, Boston, Massachusetts 02108. Walden indicated in its proposal that it holds 167,425 shares of our common stock and intends to submit the following resolution for action at the Annual Meeting and has furnished a statement in support of the proposal that is also set forth below. There were also 25 co-filers to the proposal who collectively indicated that they hold 96,512 shares of our common stock. The names, addresses and shareholdings of the co-filers will be furnished by the Company to any person promptly upon the receipt of any oral or written request.

The Board of Directors has concluded that it cannot support this proposal for the reasons stated in the Board of Directors’ statement below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL NO. 6.

SHAREHOLDER PROPOSAL

RESOLVED

Shareholders request that C.R. Bard (Bard) issue a sustainability report describing the company’s environmental, social and governance (ESG) performance including greenhouse gas (GHG) reduction targets and goals, available on the company website by September 2, 2014 prepared at reasonable cost, omitting proprietary information.

SUPPORTING STATEMENT

We believe tracking and reporting on ESG business practices makes a company more responsive to a global business environment which is characterized by finite natural resources, changing legislation, and heightened public expectations for corporate accountability. Reporting also helps companies better integrate and gain strategic value from existing sustainability efforts, identify gaps and opportunities in products and processes, develop company-wide communications, publicize innovative practices and receive feedback.

Signatories to the Principles for Responsible Investment (PRI) represent over 1100 investors and asset owners who collectively hold over $34 trillion of assets under management. They seek the integration of ESG factors in investment decision making and require information on ESG policies and performance to analyze fully the risks and opportunities associated with existing and potential investments. Major firms such as BlackRock, State Street, Goldman Sachs and T. Rowe Price are PRI signatories.

Carbon Disclosure Project (CDP), representing 722 institutional investors globally with $87 trillion in assets, has for years requested greater disclosure from companies on their climate change management programs. Over two thirds of the S&P 500 now report to CDP including direct competitors Johnson & Johnson and Boston Scientific. Climate change is one of the most financially significant environmental issues, however, Bard does not report on GHG management plans which we believe reflects Bard’s lack of emissions abatement targets and goals.

Corporate reporting on sustainability is on the rise globally. In 2011, there was a 46% increase in the number of organizations worldwide using the Global Reporting Initiative’s (GRI) Guidelines (G3) for their ESG reporting. (http://www.ga-institute.com/) Over 80% of Global Fortune 250 companies produce sustainability

reports. (http://www.kpmg.com) In contrast Bard does not publish any sustainability metrics while peers such as Baxter International and Medtronic already publish sustainability reports.

Tracking and reporting on occupational safety and health performance, vendor and labor standards, waste and water reduction targets and product-related environmental impacts, among other factors are important business considerations. Not managing these properly could pose significant regulatory, legal, reputational and financial risks.

Bard notes that one of its policies is to “ensure continuous improvement in its environmental, health and safety management systems, pollution prevention practices, and safety programs.” However, investors do not have access to evaluative data on how the company is meeting these goals or managing these business factors.

Last year 35% of shares (excluding abstentions) voted For this resolution, a substantial level of support that management should not ignore.

We recommend the report include a company-wide review of policies, practices and metrics related to ESG performance using the GRI guidelines as a checklist. The GRI Guidelines are a globally accepted “gold standard” reporting framework enabling companies to expand reporting over time.

Recommendation of the Board of Directors on Proposal No. 6.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL NO. 6 FOR THE FOLLOWING REASONS:

This issue was first presented to our shareholders in a comparable shareholder proposal set forth in our 2010 proxy statement. A similar proposal was again presented to our shareholders in our 2011, 2012 and 2013 proxy statements. These proposals were defeated at our 2010, 2011, 2012 and 2013 annual meetings, receiving only 32.42%, 27.57%, 30.52% and 34.92% respectively, of the votes cast on those proposals.

As we explained in last year’s proxy statement, we continue to believe that preparing a “sustainability report” would not be a prudent use of our resources. While we recognize the importance of environmental, social and governance considerations, and while we strive to conduct our business in a socially responsible manner, we do not believe that a sustainability report would provide meaningful benefits to management or would provide sufficiently useful information to our shareholders and investors to justify its cost.

C. R. Bard is committed to ethical business practices and compliance with the law in all areas of our operations and strives to be a good corporate citizen in the communities where we operate. The Company and our Board of Directors take the issues raised by this proposal very seriously, but believe that conducting a special review of environmental, social and governance practices for the purpose of preparing an additional report to shareholders on sustainability would be expensive, time-consuming and unnecessary.

The proposal does not convey the burden on human resources or the considerable expense involved in preparing a report, which may require the engagement of consultants with specialized expertise. The proposed report would require C. R. Bard to greatly expand the variety of information we currently gather, analyze and disclose, significantly exceeding any requirements of the Securities and Exchange Commission, as well as additional disclosure requirements that have been or are expected to be enacted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Company prefers, in the exercise of our business judgment, to prudently allocate our resources and assets to the continued development of life-sustaining products, to the enhancement of our business operations and to continue to support various social initiatives, including those described below. In addition, the proponents have encouraged the use of the Global Reporting Initiative’s Sustainability Reporting Guidelines (the “GRI Guidelines”) in preparing the report. We believe the GRI Guidelines are a voluminous, complex and vague reporting framework that would require a substantial investment of time and funds to evaluate and apply.

As a leading manufacturer of medical, surgical, diagnostic and patient care devices, the Company is already committed to conducting our business with a conscientious regard for the environment and social issues. For more than 100 years, C. R. Bard has developed a reputation for quality, integrity, service and innovation in every

area of our business, including a commitment to the healthcare industry, the communities in which we operate and our employees. C. R. Bard’s ultimate goal is to strengthen the wellness of the community by improving the quality of life for people around the world, as demonstrated by the following examples:

•

C. R. Bard’s Community: Through the efforts of the C. R. Bard Foundation and a culture of volunteerism that motivates our employees around the world, C. R. Bard is committed to strengthening the health and well-being of our communities by improving the quality of life for people around the world. We have leveraged our resources by developing a comprehensive Corporate Giving Program that includes cash grants, product donations, an employee matching gifts program, fundraising campaigns and employee volunteerism. When Typhoon Haiyan struck the Philippines in 2013, the C. R. Bard Foundation committed a total of $75,000 in donations to Americares, Direct Relief and Project Hope. We also encouraged our employees to donate to the cause by matching all employee contributions. Additionally, in 2013, the Bard Workplace Campaign raised over $372,000 for the United Way and Community Health Charities, which amount was matched by the C. R. Bard Foundation. Teams of Bard employees are frequently among the leading fundraisers in local events such as the American Heart Association Heart Walk, Komen Race for the Cure, and the American Cancer Society Relay for Life. In 2013, Bard received the Top Corporate Fundraiser Award from Komen North Jersey’s Race for the Cure. Our employees also spent nearly 10,000 hours in volunteer community service in 2013 on activities including coat and toy drives, Habitat for Humanity projects and foodbank activities. Since its inception in 1987, the C. R. Bard Foundation has provided grants totaling over $34 million to organizations in the areas of health and community development, education, arts and culture, and it matches employee gifts to recognized 501(c)(3) charities.

•

C. R. Bard’s Employees: C. R. Bard cultivates a workforce that spans a variety of cultures, and does not discriminate based on race, color, religion, sex, national origin, age, disability, sexual orientation, genetic information, or status as a recently separated veteran, armed forces service medal veteran, disabled veteran or other veteran who served on active duty during a war or in a campaign or expedition for which a campaign badge has been authorized or any other status protected by applicable law. We treat our employees with respect, and support their families through such programs as the Willits Foundation Scholarship and the Youth for Understanding cultural exchange program. We support their ongoing development through our tuition reimbursement program, and we reward those employees who best represent our core values of quality, integrity, service and innovation with the prestigious Charles Russell Bard Award. An ethical approach to business operations is embedded in C. R. Bard’s culture. The Company has adopted a Business Ethics Policy to promote the appropriate and responsible conduct of our businesses throughout the world. This Policy applies to all personnel, and all employees certify annually that they are in compliance with the Policy.

•

C. R. Bard’s Customers and Patients: We support our customers and their patients by pursuing life-enhancing technological innovations that offer superior clinical benefits while helping to reduce expenditures on laboratory and diagnostic tests, antibiotics, physician consults and extra room and care charges. Our commitment to the AdvaMed Code of Ethics on Interactions with Healthcare Professionals demonstrates that we are open, transparent and ethical in our dealings with clinicians.

•

The Environment: Although our operations have minimal environmental impact, the Company is dedicated to protecting natural resources and the global environment and maintains an environmental, health and safety audit program to monitor our compliance with applicable requirements. C. R. Bard’s dedication to protecting human health, natural resources and the global environment reaches beyond compliance with the law to encompass the integration of sound environmental and safety practices into our business decisions. The Company’s environmental efforts include, among others, hazardous and general waste handling and management, recycling, and energy and water usage optimization. Our Environmental, Health and Safety Policy requires us to conduct our business activities in a safe and environmentally responsible manner, free from recognized hazards. This policy also requires us to encourage our customers, suppliers and partners in their environmental, health and safety management efforts, and to ensure continuous improvement in our environmental, health and safety management

systems, pollution prevention practices and safety programs. We have set forth below a few examples of our initiatives and encourage shareholders to visit our website at www.crbard.com for more information about these projects.

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Sustainable Energy – A number of our facilities, comprising more than 27% of our total global operations and divisional headquarters space worldwide, implemented an energy savings project that significantly reduced their energy use and carbon footprint and served as a model for our other facilities around the world. Through the installation of passive harmonic filters, reactive power compensating units, intelligent air conditioning controllers, new lighting equipment and other state-of-the-art technologies, Bard has realized an annual energy savings of 8.5 million kWh at these facilities alone. This energy savings translates directly into a notable reduction in emissions. For example, on an annual basis, the installations in one facility are estimated to save 8,250,203 pounds of carbon dioxide, 3,069 barrels of oil, 2,328 tons of coal and 62,292 pounds of sulfur dioxide. Similar systems have already been installed at certain of our manufacturing facilities, and similar projects are planned at several other sites around the world.

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Sustainability in Packaging – We endeavor to use the smallest viable package size to minimize material usage and landfill footprint. We perform periodic reviews of product packaging to look for ways to increase recyclability and reduce package size, weight and complexity. For example, wherever applicable: we have focused on reducing board thickness and the amount of corrugated cardboard and paperboard; we have eliminated a “box within a box” where possible; we have migrated to uncoated Tyvek^® pouches, where possible, to reduce processing costs and eliminate the chemicals required for heat seal coating; we are replacing large, multiple-page user manuals with compact discs for some domestic product releases; and we have applied origami techniques in suspension packaging to use paperboard or corrugated cardboard to replace large foam protective packaging that is difficult to break down. In addition, one of our facilities was recognized by the U.S. Environmental Protection Agency for achieving its lead-reduction goal by substituting industry-standard lead shielding containers with stainless steel shielding containers, thereby reducing our lead usage and lowering manufacturing costs while reducing the disposal burden placed on customers.

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Waste Reduction – We have been awarded Supplier of the Year by Global Healthcare Exchange (GHX), which identified Bard as an inspiration to the industry for our ability to drive out costs, reduce waste, and improve business performance through supply chain automation and trading partner collaboration. GHX is a healthcare technology company that offers cloud-based technology and strategic healthcare consulting services to enable healthcare companies to reduce costs and improve margins by automating processes, reducing operating expenses and increasing knowledge-based decision making.

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Recycling – We have implemented a variety of programs at our locations around the world, diverting waste electronics, paper, cardboard, metal, plastic, batteries and glass from landfills each month. For example, one of our manufacturing facilities was recycling about 66% of the waste it generated, including plastic runners, empty trays and other mixed plastics, and today, approximately 86% of that facility’s waste is kept out of landfills and responsibly recycled. We also used paper from responsible sources certified by the Forest Stewardship Council (FSC) to print this proxy statement and the accompanying 2013 Annual Report and Form 10-K.

The Company’s products and operations are subject to extensive regulations administered by the United States Food and Drug Administration and similar foreign agencies. These regulations relate to all aspects of the Company’s business, including the manner in which we manufacture and market our products and operate our facilities. C. R. Bard is subject to periodic inspections by these agencies to ensure that our products and practices meet all applicable worldwide standards.

We regularly monitor and review our policies to ensure that the principles set forth above are appropriately implemented and to address new concerns or issues that arise through participation in a global marketplace whose standards continue to evolve.

In conclusion, we believe that our existing corporate practices, including programs and activities to ensure compliance with applicable legal requirements, existing corporate social responsibility programs, our dedication to improving the health and welfare of the communities in which we operate, and our environmental efforts adequately address the matters raised by the proposal. Therefore, conducting a special review and preparing a sustainability report is an unnecessary and ineffective use of the Company’s resources. The time and expense that would be incurred would divert personnel and resources from C. R. Bard’s business and operations–including the sustainability activities that such a report would be expected to highlight–and would not be in the best interests of C. R. Bard’s shareholders.

Required Vote

The proposal to request the Company’s Board to prepare a sustainability report will be approved if it is properly presented at the meeting and receives the affirmative vote of a majority of the shares cast on the proposal. Abstentions and broker non-votes are not included in the determination of the shares cast on the proposal and, accordingly, will have no effect on the outcome of voting on the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL NO. 6.

PROPOSAL NO. 7 – SHAREHOLDER PROPOSAL RELATING TO SEPARATE CHAIR & CEO

We have received a shareholder proposal from Daniel Altschuler, whose address will be furnished by the Company to any person promptly upon the receipt of any oral or written request. Mr. Altschuler indicated in his proposal that he holds 300 shares of our common stock and intends to submit the following resolution for action at the Annual Meeting and has furnished a statement in support of the proposal that is also set forth below.

The Board of Directors has concluded that it cannot support this proposal for the reasons stated in the Board of Directors’ statement below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL NO. 7.

SHAREHOLDER PROPOSAL

RESOLVED: The shareholders request the Board of Directors to adopt as policy, and amend the bylaws as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. This policy should be phased in for the next CEO transition. Compliance with this policy is waived if no independent director is available and willing to serve as Chair.

Supporting Statement:

We believe:

•

The role of the CEO and management is to run the company.

•

The role of the Board of Directors is to provide independent oversight of management and the CEO.

•

There is a potential conflict of interest for a CEO to be her/his own overseer while managing the business.

C.R. Bard’s CEO Timothy Ring serves both as CEO and Chair of the Company’s Board of Directors. We believe the combination of these two roles in a single person weakens a corporation’s governance structure, which can harm shareholder value.

As Intel’s former chair Andrew Grove stated, “The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee? If he’s an

employee, he needs a boss, and that boss is the Board. The Chairman runs the Board. How can the CEO be his own boss?”

In our view, shareholders are best served by an independent Board Chair who can provide a balance of power between the CEO and the Board, and support strong Board leadership. The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders. We believe a combined CEOIChair creates a potential conflict of interest, resulting in excessive management influence on the Board and weaker oversight of management.

Numerous institutional investors recommend separation of these two roles. For example, California’s Retirement System CalPERS’ Principles & Guidelines encourage separation, even with a lead director in place.

Chairing and overseeing the Board is a time intensive responsibility. A separate Chair also frees the CEO to manage the company and build effective business strategies.

It is our further hope that improvements in corporate governance may also make our company more transparent on environmental and social issues we face.

Many companies have separate and/or independent Chairs. An independent Chair is the prevailing practice in the United Kingdom and many international markets and it is an increasing trend in the U.S. Globally in 2009 less than 12 percent of incoming CEOs were also made Chair, compared with 48 percent in 2002 according to a Booz & Co. 2010 study. (CEO Succession 2000-2009)

Shareholder resolutions urging separation of CEO and Chair averaged approximately 31% with 55 companies in 2013 and 36% at C.R. Bard, an indication of strong investor support.

To simplify the transition, this policy would be phased in and implemented when the next CEO is chosen.

Recommendation of the Board of Directors on Proposal No. 7.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL NO. 7 FOR THE FOLLOWING REASONS:

A similar proposal was presented to our shareholders and defeated at last year’s annual meeting, receiving approximately 36% of the votes cast on the proposal. As we explained in last year’s proxy statement, the Board of Directors (the “Board”) continues to believe that the decision as to who should serve as Chairman of the Board (“Chairman”), and whether that office should be combined with the Chief Executive Officer role, belongs to the Board. Effective governance is not a “one size fits all” checklist, and the Board does not believe that separate roles for the Chairman and CEO should be mandated or that such a separation would, by itself, deliver additional benefits for shareholders.

We believe that it is in the best interests of the Company for the Board to retain the flexibility to decide who should serve as Chairman and CEO, and to make changes in the Company’s leadership structure when and if it believes circumstances so warrant and shareholder interests would be better served by a different leadership structure. The flexibility to select the appropriate structure based on the specific needs of the business is critical and it is part of the judgment a board should exercise. Our directors possess significant experience and are in the best position to assess the structure of the Board and its committees, which includes matching the capabilities and expertise of each individual to their roles. The Board has determined that for now, it is in the best interests of the shareholders to combine the role of Chairman of the Board and CEO. However, if circumstances should change in the future, the Board has the flexibility to determine whether the roles should remain combined. It is also important to note that while the Board does not believe that it is appropriate to have a policy requiring the separation of Chairman and CEO roles, neither does it have a policy that requires combining them.

Additionally, the Board believes that an independent chairman is not necessary for there to be a high degree of independent oversight of the Company’s management. Our clearly defined lead director role, independent key committees, committed directors and frequent executive sessions provide a framework for effective direction and

oversight by the Board. The Board established the position of a lead director commencing in January 2011, and in October 2013 the Board established a lead director term limit of three consecutive, one-year terms. The duties of the lead director include: chairing the meetings of the independent directors when the chairman is not present; working with the CEO to develop the board and committee agendas and approve the final agendas; ensuring full participation and engagement of all board members in deliberations; leading the board in all deliberations involving the CEO’s employment, including hiring, contract negotiations, performance evaluations, and dismissal; and counseling the CEO on issues of interest/concern to directors and encouraging all directors to engage with the CEO with their interests and concerns. Having an independent lead director ensures strong leadership and effective, independent oversight of management.

The Board believes that the Company’s corporate governance measures ensure that strong, independent directors continue to effectively oversee the Company’s management and key issues such as executive compensation and CEO evaluation and succession planning. Our Board is composed of 11 directors, all but two of whom are independent because of their management roles in the Company, and the Board has also appointed an independent (non-employee) director as the Chair of each Committee of the Board. The Chairs of the Audit Committee, the Compensation Committee and the Governance Committee, as appropriate, consult with management in advance of meetings to discuss the agenda for Committee meetings as well as the materials intended for distribution and use at the meetings. Many actions, such as determining the compensation of our executive officers and approving the financial statements and filings with the SEC, are determined by committees of the Board comprised solely of independent directors. The Board and each of its committees have unrestrained access to management and the authority to retain independent advisors, as they deem appropriate.

Executive sessions are another important way to ensure independent oversight of the Company’s management. Our Corporate Governance Guidelines, which were adopted by the Board, mandate that the Board of Directors hold regular executive sessions of independent directors without management present. These sessions are typically held following each meeting of the Board. In 2013, the lead director presided over the executive sessions. This format ensures that the Board considers issues independently outside the presence of management.

We believe that to best serve the interests of the Company and our shareholders, the decision as to who should serve as Chairman, and whether that office should be combined with the Chief Executive Officer role, clearly belongs to the Board of Directors. Furthermore, our clearly defined lead director role, independent key committees, committed directors and frequent executive sessions provide a framework for effective direction and oversight by the Board. See also “Corporate Governance – The Board of Directors and Committees of the Board – Board Committees – Governance Committee – Leadership Structure.”

Required Vote

The proposal to request the Company separate the roles of Chairman and CEO will be approved if it is properly presented at the meeting and receives the affirmative vote of a majority of the shares cast on the proposal. Abstentions and broker non-votes are not included in the determination of the shares cast on the proposal and, accordingly, will have no effect on the outcome of voting on the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL NO. 7.

MISCELLANEOUS

We do not know of any business other than that described above to be presented for action to the shareholders at the Annual Meeting, but we expect that the proxies will be exercised upon any other matters and proposals that may legally come before the meeting and any adjournments of the meeting in accordance with the discretion of the persons named therein.

PROPOSALS OF SHAREHOLDERS

We must receive any proposal of a shareholder intended to be presented at the next annual meeting of shareholders and to be included in our proxy statement at our principal executive offices at 730 Central Avenue, Murray Hill, New Jersey 07974 on or before November 14, 2014, pursuant to the requirements of Rule 14a-8 under the Exchange Act.

Our by-laws set forth procedures to be followed by shareholders who wish to bring business before an annual meeting of shareholders (other than proposals to be included in a proxy statement) or nominate candidates for election to the Board of Directors at an annual meeting of shareholders. These procedures require that the shareholder give timely written notice to our Secretary. To be timely, such notice must be delivered to or mailed and received at our principal executive offices not less than 90 days (no later than January 16, 2015 for the 2015 Annual Meeting of Shareholders) nor more than 120 days (no earlier than December 17, 2014 for the 2015 Annual Meeting of Shareholders) prior to the first anniversary of the preceding year’s annual meeting of shareholders. In the event that the date of the annual meeting of shareholders is more than 30 days before or more than 60 days after that anniversary date, to be timely, we must receive notice not later than the close of business on the 10th day following the day on which we first make a public announcement of the date of the annual meeting of shareholders.

HOUSEHOLDING

Securities and Exchange Commission rules permit a single set of annual reports and proxy statements to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. Each shareholder continues to receive a separate proxy card. This procedure is referred to as householding. While we do not household in mailings to our shareholders of record, a number of brokerage firms with account holders who are our shareholders have instituted householding. In these cases, a single proxy statement and annual report will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once a shareholder has received notice from his, her or its broker that the broker will be householding communications to the shareholder’s address, householding will continue until the shareholder is notified otherwise or until the shareholder revokes his, her or its consent. If at any time a shareholder no longer wishes to participate in householding and would prefer to receive a separate proxy statement and annual report, he or she should notify his, her or its broker. Any shareholder can receive a copy of our proxy statement and annual report, free of charge, by contacting us at C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey 07974, Attention: Secretary, by calling our Secretary at 908-277-8000 or by accessing our website at www.crbard.com.

Shareholders who hold their shares through a broker or other nominee who currently receive multiple copies of the proxy statement and annual report at their address and would like to request householding of their communications should contact their broker.

Appendix A

INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES

This proxy statement contains certain financial measures that are not calculated in accordance with United States generally accepted accounting principles (“GAAP”). These non-GAAP measures are reconciled to their most directly comparable GAAP measures in the tables below. Management uses these non-GAAP measures: (a) to establish financial and operational goals; (b) to monitor the Company’s actual performance in relation to its business plan and operating budgets; (c) to evaluate the Company’s core operating performance and understand key trends within the business; and (d) as part of several components it considers in determining incentive compensation.

Net sales “on a constant currency basis” is a non-GAAP measure. The Company analyzes net sales on a constant currency basis to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on net sales, the Company believes that evaluating growth in net sales on a constant currency basis provides an additional and meaningful assessment of net sales to both management and the Company’s investors. Constant currency growth rates are calculated by translating the prior year’s local currency sales by the current period’s exchange rate. Constant currency growth rates are not indicative of changes in corresponding cash flows.

Adjusted Diluted EPS is a non-GAAP measure. Adjusted Diluted EPS excludes the following items from reported diluted earnings per share available to common shareholders: (1) charges for acquisition-related items; (2) charges for asset impairments; (3) a gain related to a patent infringement judgment against W. L. Gore & Associates Inc.; (4) charges for product liability matters; (5) a gain related to the sale of the electrophysiology division; (6) a charge related to a contribution to the C. R. Bard Foundation Inc.; (7) charges for divestiture-related costs; (8) a reversal related to a decrease in restructuring costs; and (9) a decrease in the income tax provision associated with the remeasurement of an uncertain tax position as result of a legal settlement. The Company excluded the items described above because they may cause certain statements of operations categories not to be indicative of ongoing operating results, and therefore affect the comparability of results between periods.

The Company believes that these non-GAAP measures provide an additional and meaningful assessment of the Company’s ongoing operating performance. Because the Company has historically reported these non-GAAP results to the investment community, management also believes that the inclusion of these non-GAAP measures provides consistency in its financial reporting and facilitates investors’ understanding of the Company’s historic operating trends by providing an additional basis for comparisons to prior periods.

Management recognizes that the use of these non-GAAP measures has limitations, including the fact that they may not be comparable with similar non-GAAP measures used by other companies and that management must exercise judgment in determining which types of charges or other items should be excluded from the non-GAAP information. Management compensates for these limitations by providing full disclosure of each non-GAAP measure and a reconciliation to the most directly comparable GAAP measure. All non-GAAP measures are intended to supplement the applicable GAAP disclosures and should not be considered in isolation from, or as a replacement for, financial information prepared in accordance with GAAP.

Summary of Net Sales

(dollars in thousands, unaudited)


	Twelve Months Ended December 31,
	2013		2012		Change	Constant Currency
Net sales	$	3,049,500	$	2,958,100	3%

Foreign exchange impact				5,100

Constant Currency	$	3,049,500	$	2,963,200		3%

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Reconciliation of Earnings

(dollars in millions except per share amounts, unaudited)


	Twelve Months Ended December 31, 2013
	Net Income	Diluted Earnings per Share Available to Common Shareholders
GAAP Basis	$ 689.8	$ 8.39
Items that affect comparability of results between periods:
Acquisition-related items	34.9
Asset impairments	9.5
Gore proceeds	(557.4)
Litigation charges, net	393.5
Gain on sale of electrophysiology division	(118.5)
Contribution to C. R. Bard Foundation, Inc.	14.1
Divestiture-related charges	12.2
Restructuring	(1.0)
Tax item	(2.2)

Total	(214.9)	(2.61)

Adjusted Basis	$ 474.9	$ 5.78

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Appendix B

2012 LONG TERM INCENTIVE PLAN

C. R. BARD, INC.

(AS AMENDED AND RESTATED)

Effective as of April 16, 2014, the 2012 Long Term Incentive Plan of C. R. Bard, Inc. is hereby amended and restated by C. R. Bard, Inc., a New Jersey corporation (the “Corporation”), as set forth herein (the “Plan”). The Plan was originally effective as of April 16, 2003.

SECTION 1. – Purpose of the Plan

The 2012 Long Term Incentive Plan of C. R. Bard, Inc. is designed to attract and retain the services of selected employees of the Corporation and its Subsidiaries and to motivate such employees to exert their best efforts on behalf of the Corporation and its Subsidiaries by providing incentives through the granting of Awards. The Corporation expects that it will benefit from the added interest that such employees will have in the welfare of the Corporation as a result of their proprietary interest in the Corporation’s success. The Plan may be used to grant equity-based awards under various compensation programs of the Corporation, as determined in the discretion of the Compensation Committee of the Board of Directors of the Corporation and in accordance with the terms hereof. The Committee shall have the full authority to establish the terms and conditions of any Award granted under the Plan, subject to the terms and limitations contained herein.

SECTION 2. – Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Act: The Securities Exchange Act of 1934, as amended (or any successor statute thereto).

(b) Award: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan.

(d) Cause: “Cause” as defined in (i) any employment, severance or change of control agreement then in effect between a Participant and the Corporation or one of its Subsidiaries or (ii) any severance plan in which a Participant participates, or if not defined therein or if there shall be no such agreement or plan, “Cause” shall include, but not be limited to, a Participant’s misconduct, insubordination, violation of the Corporation’s policies, or performance issues. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of Plan and any Awards granted under the Plan.

(e) Change of Control: A change of control of the nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K as in effect on April 18, 2012, pursuant to Section 13 or 15(d) of the Act (other than such a change of control involving a Permitted Holder); provided, that, without limitation, a Change of Control shall be deemed to have occurred if:

(i) any “person” (other than a Permitted Holder) shall become the “beneficial owner”, as those terms are defined below, of capital stock of the Corporation, the voting power of which constitutes 20% or more of the general voting power of all of the Corporation’s outstanding capital stock; or

(ii) individuals who, as of April 18, 2012, constituted the Board (the “Incumbent Board”) cease for any reasons to constitute at least a majority of the Board; provided, that any person becoming a Director subsequent to April 18, 2012, whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least three quarters of the Directors

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comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Corporation, which is or would be subject to Rule 14a-11 of the Regulation 14A promulgated under the Act) shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board.

For purposes of the definition of Change of Control, the following definitions shall be applicable:

(1) The term “person” shall mean any individual, group, corporation or other entity.

(2) For purposes of this definition only, any person shall be deemed to be the “beneficial owner” of any shares of capital stock of the Corporation:

(i) which that person owns directly, whether or not of record, or

(ii) which that person has the right to acquire pursuant to any agreement or understanding or upon exercise of conversion rights, warrants, or options, or otherwise, or

(iii) which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (ii) above), by an “affiliate” or “associate” (as defined in the rules of the Securities and Exchange Commission under the Securities Act of 1933, as amended) of that person, or

(iv) which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (ii) above), by any other person with which that person or such person’s “affiliate” or “associate” (defined as aforesaid) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of capital stock of the Corporation.

(3) The outstanding shares of capital stock of the Corporation shall include shares deemed owned through application of clauses (2)(ii), (iii) and (iv), above, but shall not include any other shares which may be issuable pursuant to any agreement or upon exercise of conversion rights, warrants or options, or otherwise, but which are not actually outstanding.

(f) CIC Termination: Within one year following the occurrence of a Change of Control, the termination of a Participant’s employment with the Corporation or one of its Subsidiaries (i) without Cause or (ii) due to (A) a termination of employment by the Participant for “Good Reason” as defined in any employment, severance or change of control agreement then in effect between a Participant and the Corporation or one of its Subsidiaries, (B) the Participant’s rejection of an offer of continued employment in the same position or a comparable position that would require relocation of the Participant’s principal business location at the Corporation of more than 50 miles, or (C) the Participant’s rejection of an offer of continued employment that is not a comparable position, where a comparable position for purposes of (B) and (C) is a position that is not at a lower level under the Corporation’s U.S. compensation guidelines or a Corporation-recognized career track, whether or not such employment is with the Corporation or a successor employer

(g) Code: The Internal Revenue Code of 1986, as amended (or any successor statute thereto).

(h) Committee: The Compensation Committee of the Board, or such other committee as may be designated by the Board.

(i) Corporation: C. R. Bard, Inc., a New Jersey corporation.

(j) Director: A member of the Board.

(k) Disability: Inability of a Participant to perform in all material respects his duties and responsibilities to the Corporation, or any Subsidiary of the Corporation, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee.

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(l) Effective Date: April 16, 2014, provided that the Plan, as amended and restated, shall have been approved by the shareholders of the Corporation.

(m) Fair Market Value: On a given date, (i) if there should be a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the “NASDAQ”), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, and (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith.

(n) ISO: An Option that is also an incentive stock option granted pursuant to Section 6(d) of the Plan.

(o) LSAR: A limited stock appreciation right granted pursuant to Section 7(d) of the Plan.

(p) Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan.

(q) Option: A stock option granted pursuant to Section 6 of the Plan.

(r) Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(s) Participant: An employee of the Corporation or any of its Subsidiaries who is selected by the Committee to participate in the Plan.

(t) Permitted Exceptions: The Board may amend the Plan at any time to terminate restrictions applicable to Awards in connection with (i) a Change of Control, (ii) a Participant’s death, Disability, retirement, or Qualified Termination, or (iii) any termination of employment other than a Qualified Termination; provided, however, that the amount of Awards with respect to which the Board terminates restrictions pursuant to this subsection (iii) together with any Awards granted pursuant to Section 8(a)(ii) hereof does not in the aggregate exceed 5% of the total number of Shares that may be issued under the Plan from time to time.

(u) Permitted Holder means, as of the date of determination: (i) an employee benefit plan (or trust forming a part thereof) maintained by the Corporation or any corporation or other person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Corporation (a “Controlled Entity”); (ii) the Corporation or any Controlled Entity; (iii) any entity, which directly or indirectly through a majority-owned Subsidiary, following a transaction described in paragraph (d) above, owns the stock or assets of the Corporation, and in which a majority of the combined voting power of the voting securities of such entity is held by the shareholders of the Corporation who were shareholders of the Corporation immediately prior to such transaction, in substantially the same proportion to each other that they were prior to the transaction; or (iv) an underwriter in a public offering, or purchaser in a private placement, of capital stock by the Corporation.

(v) Performance-Based Awards: Certain Other Stock-Based Awards granted pursuant to Section 8(b) of the Plan.

(w) Plan: The 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended from time to time.

(x) Qualified Termination: Termination of employment in connection with the divestiture, sale or other disposition of a business or assets of the Corporation.

(y) Shares: Shares of common stock of the Corporation.

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(z) Stock Appreciation Right: A stock appreciation right granted pursuant to Section 7 of the Plan.

(aa) Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).

SECTION 3. – Shares Subject to the Plan

(a) Subject to adjustment as provided in Section 9, (i) the total number of Shares which may be issued under the Plan is 27,125,000 (the “Total Share Pool”) and (ii) the maximum number of Shares for which Options and Stock Appreciation Rights or Other Stock-Based Awards under Section 8(b) may be granted during a calendar year to any Participant shall not exceed 900,000. Any Shares issued in connection with Awards shall reduce the Total Share Pool by one (1) Share for each Option or Stock Appreciation Right and 2.87 for each Award of restricted Shares, unrestricted Shares, restricted Share units, or Other Stock-Based Awards issued in connection with such Award or by which the Award is valued by reference; provided that Awards that are valued by reference to Shares but are required to be paid in cash pursuant to their terms shall not reduce the Total Share Pool.

(b) Forfeiture. If and to the extent Options or Stock Appreciation Rights originating from the Total Share Pool terminate, expire or are canceled, forfeited, exchanged, or surrendered without having been exercised or if any Other Stock-Based Awards are forfeited, the Shares subject to such Awards shall again be available for Awards under the Total Share Pool, and shall increase the Total Share Pool by one (1) Share for each Option or Stock Appreciation Right and 2.87 for each Other Stock-Based Award issued in connection with such Award or by which the Award is valued by reference.

(c) Exercise. Notwithstanding the foregoing, the following Shares shall not become available for issuance under the Plan: (i) Shares tendered by Participants as full or partial payment to the Corporation upon the exercise of Options granted under the Plan; (ii) Shares reserved for issuance upon the grant of Stock Appreciation Rights, to the extent the number of reserved Shares exceeds the number of Shares actually issued upon the exercise of the Stock Appreciation Rights; (iii) Shares withheld by, or otherwise remitted to, the Corporation to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on restricted Shares or the exercise of Options or Stock Appreciation Rights granted under the Plan; and (iv) Shares repurchased by the Corporation with cash received from a Participant as payment for the exercise price of an Option.

SECTION 4. – Administration

The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof; it is expected that such subcommittee shall consist solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto); provided, however, that the failure of the subcommittee to be so constituted shall not impair the validity of any Award made by such subcommittee. Subject to the provisions of the Plan, the Committee shall have exclusive power to select the Participants and to determine the amount of, or method of determining, the Awards to be made to Participants. All Awards granted to Participants under the Plan shall be evidenced by an Award agreement which specifies the type of Award granted pursuant to the Plan, the number of Shares underlying the Award and all terms governing the Award, including, without limitation, terms regarding vesting, exercisability and expiration of the Award. Awards may, in the discretion of the Committee, and to the extent permitted by Section 6(a), be made under the Plan to Participants in assumption of, or in substitution for, outstanding awards previously granted by the Corporation or its affiliates or an entity acquired by the Corporation or with which the Corporation combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Shares underlying such previously outstanding awards, if such awards were Awards under this Plan, shall be added back to the aggregate number of Shares available under the Plan. The Committee is authorized to interpret the Plan, to establish, amend or rescind any rules and regulations relating to the Plan and to make any other determinations

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that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority, consistent with the provisions of the Plan, to establish the terms and conditions of any Award and to waive any such terms or conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award as a condition to such exercise, grant or vesting. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having Shares withheld by the Corporation from any Shares that would have otherwise been received by the Participant.

SECTION 5. – Limitations

No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

SECTION 6. – Terms and Conditions of Options

Options granted under the Plan shall be, as determined by the Committee, non-qualified or incentive stock options for federal income tax purposes, as evidenced by the related Award agreements between the Corporation and the Option recipient, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:

(a) Option Price. The Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted. Notwithstanding any provision in this Plan to the contrary other than the last sentence of this Section 6(a), (i) no Option may be amended to reduce the per Share Option Price of the Shares subject to such Option below the Option Price determined as of the date the Option is granted; (ii) no Option may be granted in exchange or substitution for, or in connection with, the cancellation or surrender of an Option or other Award having a higher Option Price or exercise price; and (iii) no Option may be cancelled or surrendered in exchange for cash or any other Award. The restrictions set forth in this Section 6 shall not apply to the assumption of, substitution for, or adjustment of outstanding Options that are assumed, substituted, or adjusted in connection with a transaction described in Section 9, provided that the aggregate Option Price times the number of shares underlying the Option immediately before the transaction equals or exceeds the aggregate Option Price times the number of Shares underlying the Option (or substituted Option) immediately following the transaction.

(b) Exercisability. Options granted under the Plan shall be vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c) Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then vested and exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Corporation and, if applicable, the date payment is received by the Corporation pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Corporation in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established

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from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market for the Shares at such time, subject to rules and limitations established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Corporation an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares, received such Shares from the Corporation and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(d) Incentive Stock Options. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). Except as otherwise permitted in Section 422 of the Code (or any successor section thereto), no ISO may be granted to any Participant who, at the time of such grant, owns more than ten percent of the total combined voting power of all classes of stock of the Corporation or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Participant shall promptly notify the Corporation of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such failure to qualify, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided, that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Corporation or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

(e) Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof that he or she is the beneficial owner (as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto)) of such Shares, in which case the Corporation shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

SECTION 7. – Terms and Conditions of Stock Appreciation Rights

(a) Grants. The Committee also may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement).

(b) Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the greater of (i) the Fair Market Value of a Share on the date the Stock Appreciation Right is granted or, in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the Option Price of the related Option and

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(ii) the minimum amount permitted by applicable laws, rules, by-laws or policies of regulatory authorities or stock exchanges. Notwithstanding any provision in this Plan to the contrary other than the next sentence of this Section 7(b), (i) no Stock Appreciation Right may be amended to reduce the exercise price per Share of the Shares subject to such Stock Appreciation Right below the exercise price determined as of the date the Stock Appreciation Right is granted; (ii) no Stock Appreciation Right may be granted in exchange or substitution for, or in connection with, the cancellation or surrender of a Stock Appreciation Right or other Award having a higher exercise price; and (iii) no Stock Appreciation Right may be cancelled or surrendered in exchange for cash or any other Award. The restrictions set forth in this Section 7(b) shall not apply to the assumption of, substitution for, or adjustment of outstanding Stock Appreciation Rights that are assumed, substituted, or adjusted in connection with a transaction described in Section 9, provided that the aggregate exercise price times the number of shares underlying the Stock Appreciation Right immediately before the transaction equals or exceeds the aggregate exercise price times the number of Shares underlying the Stock Appreciation Right (or substituted Stock Appreciation Right) immediately following the transaction. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right and as to which the Stock Appreciation Right is exercised. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Corporation the unexercised Option, or any portion thereof, and to receive from the Corporation in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Corporation shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time in whole or in part upon actual receipt by the Corporation of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share. In no event shall a Stock Appreciation Right be exercisable more than ten years after the date it is granted.

(c) Limitations. Subject to Section 12, the Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit.

(d) Limited Stock Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence of specified contingent events (including, without limitation, a Change of Control). Such LSARs may provide for a different method of determining appreciation, may specify that payment will be made only in cash and may provide that any related Awards are not exercisable while such LSARs are exercisable. Pursuant to Section 4, the Committee is authorized to amend the terms of an LSAR held by any employee subject to Section 16 of the Exchange Act, as may be necessary so that the holding and exercise of such LSAR will be exempt under such Section 16. Unless the context otherwise requires, whenever the term “Stock Appreciation Right” is used in the Plan, such term shall include LSARs.

SECTION 8. – Other Stock-Based Awards

(a) Generally. The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives; provided, however, that the Committee may grant Awards of unrestricted Shares only if the Committee has determined that such Award is made in lieu of salary or cash bonus. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under

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the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable); provided, however, that the restricted period specified in respect of any Award of restricted Shares shall not be less than three years, except that the Committee may (i) provide for the restricted period to terminate at any time after one year upon the attainment of performance-based objectives and (ii) the Committee may grant Awards of up to 500,000 restricted Shares without regard to this limitation; and provided further that dividends or dividend equivalents with respect to any Other Stock-Based Award that vests based on the achievement of performance-based objectives shall be accumulated until such Award is earned, and such dividends or dividend equivalents shall not be paid if such performance-based objectives are not satisfied.

(b) Performance-Based Awards. Notwithstanding anything to the contrary herein, certain Other Stock-Based Awards granted under this Section 8 may be granted in a manner which is deductible by the Corporation under Section 162(m) of the Code (or any successor section thereto) (“Performance-Based Awards”). A Participant’s Performance-Based Awards shall be determined based on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period, or as otherwise permitted pursuant to Section 162(m) of the Code (or any successor section thereto). The performance goals, which must be objective, shall be based upon one or more of the following criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) return on shareholders’ equity; (vi) attainment of strategic and operational initiatives; (vii) customer income; (viii) economic value-added models; (ix) maintenance or improvement of profit margins; (x) stock price (including total shareholder return), including, without limitation, as compared to one or more stock indices; (xi) market share; (xii) revenues, sales or net sales; (xiii) return on assets; (xiv) book value per Share; (xv) expense management; (xvi) improvements in capital structure; (xvii) costs and (xviii) cash flow. The foregoing criteria may relate to the Corporation, one or more of its Subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with the Code, the performance goals may be calculated without regard to extraordinary, unusual and/or non-recurring items. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance Based Award. To the extent Section 162(m) of the Code (or any successor section thereto) provides terms different from the requirements of this Section 8(b), this Section 8(b) shall be deemed amended thereby.

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SECTION 9. – Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary:

(a) Generally. In the event after the Effective Date there is any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares or other property or securities (other than regular cash dividends) or any transaction similar to the foregoing or other transaction that results in a change to the Corporation’s equity capitalization, the Committee shall make such substitution or adjustment, if any, as is equitable or appropriate, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options and Stock Appreciation Rights and Other Stock-Based Awards under Section 8(b) may be granted during a calendar year to any Participant, (iii) the maximum number of Shares which may be granted as Awards of restricted Shares, unrestricted Shares and restricted Share units, (iv) the Option Price, exercise price of any Stock Appreciation Right or purchase price of any Award and/or (v) any other affected terms of an Award or the Plan.

(b) Change of Control. In the event of a Change of Control after the Effective Date, except to the extent the Committee has determined otherwise with respect to any Award at or prior to the time of grant, the Committee shall take one of the following actions: (i) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion or (ii) (A) provide that any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to the effectiveness of such Change of Control, and (B) the Committee may, but shall not be obligated to, cancel such Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such Options or Stock Appreciation Rights.

(c) CIC Termination. If a Participant has a CIC Termination, any outstanding Awards then held by the Participant which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be.

SECTION 10. – No Right to Employment or Awards; Excluded Compensation Under Other Plans

The granting of an Award under the Plan shall impose no obligation on the Corporation or any Subsidiary to continue the employment of a Participant and shall not lessen or affect the Corporation’s or Subsidiary’s right to terminate the employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). No award under the Plan shall be taken into account in determining a Participant’s compensation for purposes of any group life insurance or other employee benefit or pension plan of the Corporation.

SECTION 11. – Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

SECTION 12. – Transferability of Awards

An Award shall not be transferable or assignable by the Participant for consideration. An Award may be transferred by will or by the laws of descent and distribution. An Award exercisable after the death of a

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Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Upon the Disability of a Participant, an Award may be exercisable by his or her conservator or representative. At the Committee’s discretion, an Award agreement may provide that a Participant may transfer certain Awards to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable securities laws, provided that the Participant receives no consideration for the transfer of the Award and the transferred Award shall continue to be subject to the same terms and conditions as were applicable to the Award immediately before the transfer.

SECTION 13. – Share Issuance and Delivery in Compliance With Securities Laws

If in the opinion of counsel for the Corporation (who may be an employee of the Corporation or independent counsel employed by the Corporation), any issuance or delivery of Shares to a Participant will violate the requirements of any applicable federal or state laws, rules or regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, or the Act), such issuance or delivery may be postponed until the Corporation is satisfied that the distribution will not violate such laws, rules or regulations. Certificates delivered to Participants pursuant to the Plan may bear such legends as the Corporation may deem advisable.

SECTION 14. – Amendments or Termination

The Board may amend the Plan at any time, provided that no amendment shall be made without the approval of the Shareholders of the Corporation that would (a) increase the maximum number of Shares which may be acquired under the Plan, (b) extend the term during which Options may be granted under the Plan, (c) permit the Option Price or exercise price per Share to be less than 100% of the Fair Market Value of the Shares on the date an Option or Stock Appreciation Right is granted (other than as specifically provided in Sections 6(a) and 7(b)), (d) terminate restrictions applicable to Awards (except for Permitted Exceptions) or (e) provide for Awards not permitted pursuant to the terms of the Plan. The Board shall also have the right to terminate the Plan at any time. Without the consent of a Participant (except as otherwise provided in Section 9(a)), no amendment shall materially diminish any of the rights of such Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

SECTION 15. – International Participants

With respect to Participants who reside or work outside the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law and practice or otherwise as deemed necessary or desirable by the Committee.

SECTION 16. – Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of laws.

SECTION 17. – Effectiveness of the Plan

The Plan shall be effective as of the Effective Date.

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Appendix C

EXECUTIVE BONUS PLAN

C. R. BARD, INC.

C. R. Bard, Inc. hereby amends and restates the Executive Bonus Plan of C. R. Bard, Inc. (the “Plan”) to provide for incentive compensation to designated employees. The Corporation’s objectives in maintaining the Plan are to (i) attract, retain and motivate the executives required to manage the Corporation; and (ii) promote the achievement of rigorous but realistic financial goals and encourage intensive fact-based business planning.

SECTION 1. DEFINITIONS

As used in the Plan, the following terms have the following meanings:

1.01 “Award” shall mean the compensation granted to a Participant by the Committee for a Performance Period pursuant to the Plan.

1.02 “Award Payment Date” shall mean the date that an Award shall be paid to the Participant under the Plan, without regard to any Participant election to defer receipt of the Award under Section 5.02.

1.03 “Beneficiary” shall mean the person (or persons) who are designated by the Participant to receive benefits payable upon the Participant’s death. Such designation shall be made by the Participant on a form prescribed by the Corporation. The Participant may at any time change or revoke such designation by written notice to the Corporation. If the Participant has no living designated beneficiary on the date of Participant’s death, then the benefits otherwise payable to the designated beneficiary under this Plan shall be paid to the Participant’s estate.

1.04 “Board” shall mean the Board of Directors of the Corporation.

1.05 “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.06 “Committee” shall mean the Compensation Committee of the Board, or a subcommittee to which the Compensation Committee delegates its duties.

1.07 “Corporation” shall mean C. R. Bard, Inc., a New Jersey corporation.

1.08 “Covered Employee” shall mean a Participant who is either a “Covered Employee” within the meaning of Section 162(m) of the Code or a Participant who the Committee has identified as a potential Covered Employee within the meaning of Section 162(m) of the Code.

1.09 “Disability” shall mean a physical or mental disability or infirmity, which at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Participant or the Participant’s legal representative (such agreement as to acceptability not be withheld unreasonably).

1.10 “Exchange Act or Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provision and rules thereto.

1.11 “Outside Directors” shall have the meaning ascribed to it in Section 162(m) of the Code and the regulations proposed or adopted thereunder.

1.12 “Negative Discretion” shall mean the discretion granted to the Committee to reduce or eliminate an Award to a Covered Employee.

1.13 “Participant” shall mean the employees of the Corporation who are identified by the Corporation to be executive officers.

1.14 “Performance Criteria” shall mean the stated business criterion or criteria upon which the Performance Goals for a Performance Period are based as required pursuant to Treasury Regulation

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1.162-27(e)(4)(iii). The Performance Criteria that will be used to establish such Performance Goal(s) will be based upon or derived from one or more of the following as designated by the Committee on a Corporation specific basis, business unit basis or in comparison with peer group performance: (a) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (b) net income; (c) operating income; (d) earnings per share; (e) return on shareholders’ equity (also referred to as return on investments); (f) attainment of strategic and operational initiatives; (g) customer income; (h) economic value-added models; (i) maintenance or improvement of profit margins; (j) stock price, including, without limitation, as compared to one or more stock indices; (k) market share; (l) revenues, sales or net sales; (m) return on assets; (n) book value per Share; (o) expense management; (p) improvements in capital structure; (q) costs and (r) cash flow. In addition, to the degree consistent with the Code, the performance criteria may be calculated without regard to extraordinary, unusual and/or non-recurring items.

1.15 “Performance Goals” shall mean the one or more goals for the Performance Period established by the Committee, in writing within the first 90 days of the Performance Period (or, if longer within the maximum period allowed pursuant to Section 162(m) of the Code) based upon the Performance Criteria.

1.16 “Performance Period” shall mean the Corporation’s fiscal year.

1.17 “Plan” shall mean the Executive Bonus Plan of C. R. Bard, Inc.

1.18 “Retirement” shall mean the normal or early retirement under the terms of the Employee Retirement Plan of C. R. Bard, Inc., as amended and restated.

1.19 “Target Awards” shall mean the award established for a Performance Period by the Committee expressed as a percentage of base salary as in effect on the first day of the Performance Period. Target Awards shall serve only as a guideline in making Awards. No Award payable to an individual under this Plan for a given Performance Period year shall exceed $3,000,000.

SECTION 2. ADMINISTRATION

2.01 In General. The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof; it is expected that such subcommittee shall consist solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto); provided, however, that the failure of the subcommittee to be so constituted shall not impair the validity of any Award made by such subcommittee. Subject to the provisions of the Plan, the Committee shall have exclusive power to select the Participants and to determine the Target Award and the amount of, or method of determining, the Awards to be made to Participants. The Committee is authorized to interpret the Plan, to establish, amend or rescind any rules and regulations relating to the Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority, consistent with the provisions of the Plan, to establish the terms and conditions of any Award and to waive any such terms or conditions at any time (including, without limitation, accelerating or waiving any vesting conditions).

2.02 Adjustment to Performance Goals. The Committee is specifically authorized at any time during the first 90 days of the Performance Period, or at any time thereafter in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to prevent the dilution or enlargement of the rights of Participants (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Corporation, or the financial statements of the Corporation, or in response to, or in anticipation of changes in applicable law, regulations, accounting

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principles, or business conditions; and (c) in view of the Committee’s assessment of the business strategy of the Corporation, performance of comparable organizations, economic and business conditions, and any other circumstances deemed relevant. However, to the extent the exercise of such authority after the first 90 days of the Performance Period would cause the Awards granted to Covered Employees for the Performance Period to fail to qualify as “Performance-Based Compensation” under Section 162(m) of the Code, then such authority shall be only exercised with regard to those Participants who are not Covered Employees.

2.03 Section 162(m) of the Code. For all Covered Employees, the Plan shall for all purposes be interpreted and construed in accordance with Section 162(m) of the Code.

SECTION 3. PARTICIPATION AND ELIGIBILITY

The Committee shall, in its sole discretion, designate the executive officers who will be Participants for such Performance Period. However, the fact that an executive officer is a Participant for a Performance Period shall not in any manner entitle such Participant to receive an Award for the Performance Period.

SECTION 4. AWARD DETERMINATION

4.01 Certification. As soon as practical following the availability of performance results for the completed Performance Period, the Committee shall determine the Company’s performance in relation to the Performance Goals for that period and certify in writing whether the Performance Goals were satisfied.

4.02 Attainment of Performance Goal. If the Committee certifies that the Performance Goals for a Performance Period were satisfied, the Awards shall be paid out pursuant to Section 5. If the Committee certifies that the Performance Goals for a Covered Employee for a Performance Period have not been satisfied then the Covered Employee shall not receive an Award for the Performance Period.

4.03 Committee Determinations. The Committee shall, in its sole and absolute discretion, determine for each Participant the amount of the Award for the Performance Period. The Committee shall have no discretion to increase the amount of any Award to a Covered Employee, but may through its Negative Discretion reduce the amount of or totally eliminate an Award to a Covered Employee if it determines, in its sole and absolute discretion, that such a reduction or elimination is appropriate.

4.04 Transfers or Promotions. In the event the Participant is a participant in any annual bonus plan of the Corporation or its affiliates (each plan, an “Incentive Plan”) and is transferred or promoted during the Performance Period, for the year in which the promotion occurs the Participant shall receive the higher of (a) the bonus calculated using the performance criteria applicable under such Incentive Plan for the entire Performance Period (using the base salary and bonus target in effect prior to such transfer or promotion), or (b) the sum of the bonus calculated using the performance criteria applicable under such Incentive Plan (using the base salary and bonus target in effect prior to such transfer or promotion) and the Award calculated using the performance criteria applicable under this Plan (using the base salary and the Target Award in effect as of the last day of the Performance Period) each pro-rated based on the number of months the Participant was employed in such position during the Performance Period.

SECTION 5. TIME AND FORM OF PAYMENT

5.01 Payment. Except as provided below, Awards will be distributed in a lump sum cash payment as soon as practicable following the Committee’s determination described in Section 4.

5.02 Deferral. A Participant may, within 6 months prior to the end of a Performance Period, elect to defer payment of all or any portion of an Award earned during such Performance Period. The amount deferred by a Participant for a given Performance Period shall be established by the Participant by filing with the Corporation a deferral election that specifies the amount of deferral of the Award for that Performance Period and the timing of the distribution of such award in accordance with the terms of the Management Stock Purchase Program and Section 409A of the Code. The amount deferred shall be converted to restricted stock units pursuant to the Management Stock Purchase Program under the 2003

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Long Term Incentive Plan of the Corporation, or, to the extent permitted by the Committee, to an account under this plan (the “Bonus Deferral Account”) that will be credited with deemed interest on a quarterly basis at the average interest rate received by the Corporation on its United States short-term investments for the fiscal quarter for which interest is credited (or, if no such investments were held, the prime rate of interest in effect on the last business day of the fiscal quarter announced by J. P. Morgan Chase (or its successor) or, if no such rate is published, the prime rate published in the Wall Street Journal on such date). Such Bonus Deferral Accounts shall be subject to the same elections and rules governing the form and timing of distributions as those applicable to the Management Stock Purchase Program, which shall be construed so as to comply with Section 409A of the Code.

SECTION 6. TERMINATION OF EMPLOYMENT

6.01 Termination of Employment Other Than from Death, Disability or Retirement. A Participant who terminates employment during the Performance Period for reasons other than death, Disability or Retirement shall not be eligible to receive an Award for the Performance Period which includes the Participants date of termination of employment.

6.02 Termination Due to Death, Disability or Retirement. A Participant who terminates employment during a Performance Period due to death or Disability or Retirement shall be eligible to receive an Award equal to the Award which would have been earned by such Participant, pro-rated for that portion of the Performance Period during which the Participant was employed.

6.03 Termination of Employment Prior to Payment. The Committee shall determine rules regarding the treatment of a Participant who terminates employment after the Performance Period but prior to the payment of the Award.

SECTION 7. CLAIMS PROCEDURES

7.01 With regard to any payment deferred pursuant Section 5.02, a person who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (hereinafter referred to as a “Claimant”) may file a written request for such benefit with the Committee or its delegate, setting forth the claim. The Committee shall deliver a reply to the Claimant within 90 days of receipt of the claim. The Committee may, however, extend the reply period for an additional 90 days for reasonable cause and by providing notice to the Claimant, in writing, of the extension within the original 90 day period. Any denial of the claim, in whole or in part, shall set forth the following: the specific reason for the denial; the specific reference to pertinent provisions of this Plan upon which the denial is based; a description of any additional materials or information necessary for the Claimant to perfect the claim; appropriate information as to the steps the Claimant should take to appeal the denial; the time limits for requesting an appeal; and a statement of the Claimant’s right to bring an action under Section 502 of ERISA upon a claim denial on appeal.

7.02 Within 60 days after receipt by the Claimant of the denial, the Claimant may request in writing that the Committee review its determination. The Claimant or his or her authorized representation may, but need not, review pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Claimant does not request a review of the initial determination within the 60 day time period, the Claimant shall be barred and estopped from challenging the determination.

7.03 Within 60 days after the Committee’s receipt of a request for appeal, it shall review the initial denial. After considering all materials presented to the Committee, the Committee shall render an opinion, drafted in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the denial and containing specific references to the pertinent provisions of the Plan upon which the decision is based and a statement of the Claimant’s right to bring an action under Section 502 of ERISA. If special circumstances require that the 60 day time period be extended, the Committee shall so notify the Claimant and shall render the decision as soon as possible, but no later than 120 days after receipt of the request for review.

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SECTION 8. UNFUNDED STATUS

8.01 With regard to any benefit deferred under Section 5.02, such benefit is intended to constitute an “unfunded” deferred compensation benefit for an employee who is part of a select group of management or a highly compensated employee of the Corporation, pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and, as such, to be exempt from the provisions of Parts II, III and IV of Title I of ERISA.

8.02 Any amount due and payable pursuant to the terms of the Plan shall be paid out of the general assets of the Corporation. A Participant and any Beneficiary shall not have an interest in any specific asset of the Corporation or any specific asset held hereunder as a result of this Agreement. The Corporation shall have no obligation to set aside any funds for the purpose of making any benefit payments under this Agreement. Nothing contained herein shall give a Participant or any Beneficiary any rights that are greater than those of an unsecured creditor of the Corporation with respect to any unpaid benefits under this Plan. No action taken pursuant to the terms of this Agreement shall be construed to create a funded arrangement, a plan asset, or fiduciary relationship among the Corporation, its designee, and the Employee or any Beneficiary.

SECTION 9. NOTICES

Any notice required or permitted under this Plan shall be deemed given when delivered personally, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed, as appropriate, either to the Participant at his or her address hereinabove set forth or such other address as he or she may designate in writing to the Corporation, or to the Corporation, Attention: Secretary, at 730 Central Avenue, Murray Hill, New Jersey 07974, or such other address as the Corporation may designate in writing to the Participant.

SECTION 10. FAILURE TO ENFORCE NOT A WAIVER

The failure of the Corporation to enforce at any time any provision of this Plan shall in no way be construed to be a waiver of such provision or of any other provision hereof.

SECTION 11. NO LIMITATION ON RIGHTS OF THE CORPORATION

The grant of an Award shall not in any way affect the right or power of the Corporation to make adjustments, reclassification or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 12. AMENDMENT AND TERMINATION OF THE PLAN

The Committee may amend, modify or terminate this Plan at any time and from time to time. Notwithstanding the foregoing, no such amendment, modification or termination shall affect payment of an Award for a completed Performance Period or reduce an Award under the Plan deferred by a Participant pursuant to Section 5. The amendments to this Plan adopted in 2005, shall apply with respect to Performance Periods beginning after December 31, 2004.

SECTION 13. NO RIGHT TO CONTINUED EMPLOYMENT

Participation in the Plan shall impose no obligation on the Corporation, its subsidiaries, or any affiliate to continue the employment of the Participant and shall not lessen or affect the Corporation’s, subsidiary’s, or any affiliate’s right to terminate the employment of such Participant.

SECTION 14. ASSIGNMENT

The rights to an Award may not be assigned, alienated, attached, sold or transferred, pledged or otherwise disposed or encumbered by the Participant, otherwise than by will or by the laws of descent and distribution. Any attempt to assign, transfer, pledge or otherwise dispose of an Award contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon any Award shall be null, void and without effect.

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SECTION 15. SUCCESSORS

Except as herein provided, this Plan shall be binding upon the parties hereto, their heirs, executors, administrators, successors (including but not limited to successors resulting from any corporate merger or acquisition) or assigns.

SECTION 16. GOVERNING LAW

This Plan shall be governed by and construed according to the laws of the State of New Jersey without regard to conflicts of interest principles.

SECTION 17. EFFECTIVE DATE

This Plan, as amended and restated, is effective as of January 1, 2014.

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Directions to the Wyndham Hamilton Park Hotel and Conference Center

175 Park Avenue

Florham Park, NJ 07932

973-377-2424

From Newark Airport

Follow signs to I-78 West. Take I-78 West for approximately 9 miles to NJ 24 West. Follow directions from NJ 24 West below.

From NJ 24 West:

Follow NJ 24 West to exit 2-A for Morristown Rt. 510 West (Columbia Turnpike). Make a left at the first light onto Park Avenue. At the fourth light make a right into Hamilton Park.

From I-287 North:

Follow I-287 South to Exit 37 (24 East, Springfield). Take exit 2-A for Morristown/Rt. 510 West. At the first light make a left onto Park Avenue. At the fourth light make a right into Hamilton Park.

From I-287 South:

Follow I-287 North to Exit 37 (24 East, Springfield). Take exit 2-A for Morristown/Rt. 510 West. At the first light make a left onto Park Avenue. At the fourth light make a right into Hamilton Park.

From NJ Turnpike (Exit 14):

Follow signs to I-78 West. Take I-78 West for approximately 9 miles to NJ 24 West. Follow directions from 24 West.

From Garden State Parkway South:

Take Garden State Parkway South to exit 142. Follow signs for I-78 West. Take I-78 West to NJ 24 West. Follow directions from 24 West.

From Garden State Parkway North:

Take Garden State Parkway North to exit 142. Follow signs for I-78 West. Take I-78 West to NJ 24 West. Follow directions from 24 West.

From George Washington Bridge:

Take George Washington Bridge to 80 West to exit 43 and I-287 South (Morristown). Follow directions from I-287 North to South.

From Tappan Zee Bridge:

Take NY Thruway (I-87) North to Garden State Parkway South to I-80 West to I-287 South. Follow directions from I-287 North to South.

From New York City:

From Holland Tunnel take NJ Turnpike (I-95) South to I-78 West (exit 14). Take I-78 West to NJ 24 West. Follow directions from 24 West. From Lincoln Tunnel take NJ Turnpike (I-95) South to I-78 West (exit 14). Take I-78 West to NJ 24 West. Follow directions from 24 West.

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Using a b ack ink en, mark your vo es wi h an X as shown in his exam e. ease do no wri e ou side he designa ed areas. X 01S5AB 1 U X + Annua Mee ing roxy Card . B Au horized Signa ures — his sec ion mus be com e ed for your vo e o be coun ed — Da e and Sign Be ow ease sign exac y as name(s) a ears hereon. Join owners shou d each sign. When signing as a orney, execu or, adminis ra or, cor ora e officer, rus ee, guardian, or cus odian, ease give fu i e. Da e (mm/dd/yyyy) — ease rin da e be ow. Signa ure 1 — ease kee signa ure wi hin he box. Signa ure 2 — ease kee signa ure wi hin he box. + IM OR AN ANNUA MEE ING INFORMA ION A ro osa s — he Board of Direc ors recommends a vo e FOR he e ec ion of each of he nominees is ed. he Board of Direc ors recommends a vo e FOR ro osa s 2, 3, 4 and 5. he Board of Direc ors recommends a vo e AGAINS ro osa s 6 and 7. 01 - David M. Barre 04 - Gai K. Naugh on 07 - ony . Whi e 02 - John C. Ke y 05 - John H. Wei and 03 - David F. Me cher 06 - An hony We ers 1. E ec ion of Direc ors for a erm of one year: For Agains Abs ain 2. o ra ify he a oin men of K MG as inde enden regis ered ub ic accoun ing firm for fisca year 2014. 4. o a rove cer ain rovisions of he Execu ive Bonus an of C. R. Bard, Inc. For Agains Abs ain 3. o a rove he 2012 ong erm Incen ive an of C. R. Bard, Inc., as amended and res a ed. For Agains Abs ain 6. A shareho der ro osa re a ing o sus ainabi i y re or ing. For Agains Abs ain 7. A shareho der ro osa re a ing o se ara ing he Chair and CEO. 5. o a rove he com ensa ion of our named execu ive officers on an advisory basis. For Agains Abs ain For Agains Abs ain For Agains Abs ain NNNNNNNNNNNN NNNNNNNNNNNNNNN NNNNNNN 1 8 7 8 3 7 1 MR A SAM E ( HIS AREA IS SE U O ACCOMMODA E 140 CHARAC ERS) MR A SAM E AND MR A SAM E AND MR A SAM E AND MR A SAM E AND MR A SAM E AND MR A SAM E AND MR A SAM E AND MR A SAM E AND NNNNNNNNN C 1234567890 J N C123456789 000000000.000000 ex 000000000.000000 ex 000000000.000000 ex 000000000.000000 ex 000000000.000000 ex 000000000.000000 ex 000004 MR A SAM E DESIGNA ION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMEN _ INE______________ SACK ACK_____________ 1234 5678 9012 345 Admission icke E ec ronic Vo ing Ins ruc ions You can vo e by In erne or e e hone! Avai ab e 24 hours a day, 7 days a week! Ins ead of mai ing your roxy, you may choose one of he wo vo ing me hods ou ined be ow o vo e your roxy. VA IDA ION DE AI S ARE OCA ED BE OW IN HE I E BAR. roxies submi ed by he In erne or e e hone mus be received by 6:00 .m., New York ime, on A ri 15, 2014. For 401(k) an ar ici an s your vo e mus be received by 9:00 a.m., New York ime, on A ri 14, 2014. Vo e by In erne Go o www.envisionre or s.com/bcr Or scan he QR code wi h your smar hone Fo ow he s e s ou ined on he secure websi e Vo e by e e hone Wi hin USA, US erri ories & Canada, ca o free 1-800-652-VO E (8683) on a ouch one e e hone. here is NO CHARGE o you for he ca . Ou side USA, US erri ories & Canada, ca 1-781-575-2300 on a ouch one e e hone. S andard ra es wi a y. Fo ow he ins ruc ions rovided by he recorded message. qIF YOU HAVE NO VO ED VIA HE IN ERNE OR E E HONE, FO D A ONG HE ERFORA ION, DE ACH AND RE URN HE BO OM OR ION IN HE ENC OSED ENVE O E.q

Proxy — C. R. Bard, Inc. Proxy Solicited On Behalf Of The Board Of Directors The undersigned hereby constitutes and appoints Christopher S. Holland and Peter M. Kreindler, and each of them, as attorneys and proxies, with power of substitution, to represent the undersigned and to vote all of the shares of stock of C. R. Bard, Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders of C. R. Bard, Inc. to be held at the Wyndham Hamilton Park Hotel and Conference Center, 175 Park Avenue, Florham Park, New Jersey on Wednesday, April 16, 2014 at 10:00 a.m. and at any adjournments thereof (a) as specified on the items listed on the reverse hereof, and (b) in accordance with their discretion on any other business which may properly come before said meeting. This proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, Trustee of the B.E.S.T. 401(k) Plan (the “Plan”). This proxy, when properly executed, will be voted as directed. If no direction is given to the Trustee by 9:00 a.m. New York Time on April 14, 2014, the Trustee will vote your shares held in the Plan in the same proportion as votes received from other participants in the Plan. This proxy when properly executed will be voted in the manner directed hereon by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” the election of each of the nominees in Proposal No. 1, “FOR” Proposals 2, 3, 4 and 5 and “AGAINST” Proposals 6 and 7. TO VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE SEE THE INSTRUCTIONS ON THE REVERSE SIDE. TO VOTE BY MAIL, PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE POSTAGE-PAID ENVELOPE. (Items to be voted on appear on reverse side) C Non-Voting Items Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Change of Address — Please print new address below. + + IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. 2014 Annual Meeting of C. R. Bard, Inc. Shareholders April 16, 2014 Wyndham Hamilton Park Hotel and Conference Center at 10:00 a.m. 175 Park Avenue Florham Park, New Jersey 07932 This portion of your proxy card will serve as an ADMISSION TICKET to the Annual Meeting of Shareholders of C. R. Bard, Inc. should you plan to attend. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 16, 2014. The Proxy Statement, the 2013 Annual Report to Shareholders and the Form 10-K of C. R. Bard, Inc. for 2013 are available at www.envisionreports.com/bcr. qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q