Exhibit 10(a)

JOHNSON & JOHNSON
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Effective as of January 1, 1997)

1. Purpose. The purpose of the Stock Option Plan for Non-Employee Directors of Johnson & Johnson (the "Plan") is to provide certain compensation to eligible directors of Johnson & Johnson (the "Company") and to encourage the highest level of director performance by providing such directors with an interest in the Company's success and progress by granting them non-qualified options ("Options") to purchase shares of the Company's Common Stock ("Common Stock").

2. Administration. The Plan shall be administered by the Compensation Committee or any successor thereto (the "Committee") of the Company's Board of Directors (the "Board"). Questions involving eligibility for grants of Options, entitlement to Options or the operation of the Plan shall be referred to the Committee. All determinations of the Committee shall be conclusive. The Committee may obtain such advice or assistance as it deems appropriate from persons not serving on the Committee.

3. Eligibility and Grants. To be eligible to participate in the Plan, a director must not be an officer or employee of the Company or any of its subsidiaries or affiliates. On the first trading day of each calendar year, each eligible director shall automatically be granted an Option to purchase 1,100 shares of Common Stock. Such amount may be increased or decreased by the Committee in November or December of each year to reflect the competitive environment with respect to director compensation. Each eligible director to whom Options are granted is hereinafter referred to as a "Participant." Each grant of Options shall be evidenced by a written agreement duly executed and delivered by or on behalf of the Company and the Participant.

4. Shares Available. Subject to adjustment as provided in Section 10, the maximum aggregate number of shares of Common Stock which shall be available under the Plan for the issuance upon the exercise of Options is 150,000 shares.

5. Term of Options. Each Option granted under the Plan shall have a term of ten years from the date of grant, subject to earlier termination as provided in Section 8(b).

6. Option Price. Options are priced at 100% of the fair market value of the Common Stock on the date of grant. Such price shall be subject to adjustment as provided in Section 10. The fair market value of a share of Common Stock shall be the average of the highest and lowest sales prices of the Common Stock as reported on the New York Stock Exchange Composite Tape ("Fair Market Value").

7. Exercise of Options. (a) Each Option shall become 100% exercisable at the earliest of the completion of a Participant's Board service or on a date which is one year after the date of grant.

(b) An Option may be exercised at any time or from time to time, as to any or all full shares of Common Stock as to which the Option is then exercisable; provided, however, that any such exercise shall be for at least 100 shares of Common Stock or, if less, the total number of shares of Common Stock as to which the Option is then exercisable.

(c) The purchase price of the Common Stock as to which an Option is exercised shall be paid in full at the time of exercise; payment may be made in cash or in shares of Common Stock valued at Fair Market Value.

8. Completion of Directorship. (a) Completion. If a Participant completes his/her service as a non-employee director of the Company for any reason (other than death), the Participant's Options may be exercised at any time during the remainder of the Option term.

(b) Death. In the event of Participant's death, regardless of whether Participant is still serving as a director, the Option may be exercised, subject to the provisions of Section 5, within three (3) years after death by Participant's estate or by any person who acquires such option inheritance or devices. Thereafter, such rights shall lapse.

9. Regulatory Compliance and Listing. The issuance or delivery of any shares of Common Stock upon the exercise of Options may be postponed by the Company for such period as may be required to comply with any applicable requirements under the Federal securities laws, any applicable listing requirements of any national securities exchange and requirements under any other law or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery of such shares shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

10. Adjustment in Event of Changes in Capitalization. In the event of a recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of the Company, the number of shares of Common Stock that may be awarded as Options or that are subject to outstanding Option grants, and the option price per share under outstanding Options, shall be adjusted automatically to prevent dilution or enlargement of rights.

11. Termination or Amendment of the Plan. The Board may at any time terminate the Plan and may from time to time alter or amend the Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Section 9), provided that, unless otherwise required by law, the rights of a Participant with respect to Options granted prior to such termination, alteration or amendment may not be impaired without the consent of such Participant.

12. Miscellaneous. (a) Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any director for reelection by the Company's shareholders.

(b) The Company shall have the right to require, prior to the issuance or delivery of any Common Stock upon the exercise of Options, payment by the Participant of any taxes required by law with respect to the issuance or delivery of such shares. Such amount may be paid in cash, in shares of Common Stock previously owned by the Participant (based on the Fair Market Value), or a combination of cash and shares of Common Stock.

(c) The shares of Common Stock to be issued upon the exercise of Options under the Plan shall, unless otherwise determined by the Committee, be shares which have been or may be reacquired by the Company.

Exhibit 10(f)

JOHNSON & JOHNSON

EXECUTIVE INCENTIVE PLAN

(EFFECTIVE JANUARY 1, 1996)

I. PURPOSE

The purpose of the Johnson & Johnson Executive Incentive Plan (the "Plan") is to attract and retain highly qualified individuals as executive officers; to obtain from each the best possible performance; to underscore the importance to them of achieving particular business objectives established for Johnson & Johnson; and to include in their compensation package a bonus component which is intended to qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), which compensation would be deductible by Johnson & Johnson under the Internal Revenue Code.

II. DEFINITIONS

For the purposes of the Plan, the following terms shall have the following meanings:

A. AWARDS. The cash and/or stock bonus awards made pursuant to the Plan.

B. BOARD OF DIRECTORS. The Board of Directors of Johnson & Johnson.

C. COMMITTEE. The Compensation Committee of the Board of Directors or any successor thereto.

D. COMMON STOCK. The common stock of the Corporation, par value $1.00 per share.

E. CONSOLIDATED EARNINGS. Consolidated net income for the year for which an Award is made, adjusted to omit the effects of extraordinary items, discontinued operations and the cumulative effects of changes in accounting principles, all as shown on the audited consolidated

statement of income of the Corporation and its subsidiaries and as determined in accordance with generally accepted accounting principles.

F. CORPORATION. Johnson & Johnson.

G. ELIGIBLE EMPLOYEE. An Employee who is an Executive Officer of the Corporation.

H. EMPLOYEE. An individual who is on the active payroll of the Corporation or a subsidiary of the Corporation at any time during the period for which an Award is made.

I. EXECUTIVE OFFICER. The Chairman and any Vice Chairman of the Board of Directors and any other officer of the Corporation who has been designated a part of the Office of the Chairman or elected a Member of the Executive Committee of the Corporation.

J. FAIR MARKET VALUE. The average between the highest and lowest quoted selling price per share of Common Stock on the New York Stock Exchange Composite Transactions Tape on the grant date, provided that if there shall be no sales of shares of Common Stock on such date, the Fair Market Value shall be deemed equal to the average between the highest and lowest sales price of a share of Common Stock on such Composite Tape for the last preceding date on which sales of shares of Common Stock were reported.

III. EFFECTIVE DATE; TERM

The Plan is effective as of January 1, 1996, subject to approval by the Corporation's stockholders at the Corporation's 1996 Annual Meeting of Stockholders, and shall remain in effect until such time as it shall be terminated by the Board of Directors.

IV. AMOUNTS AVAILABLE FOR AWARDS; SHARES SUBJECT TO THE PLAN

A. Awards with respect to any taxable year of the Corporation shall not exceed the limitations specified in Section VI of the Plan.

B. Awards that are granted under the Plan in the form of stock, in whole or in part, may be made in the aggregate of not more than 4 million shares of Common Stock less the aggregate number of shares of Common Stock awarded under the 1995 Stock Compensation Plan of the Corporation, subject in each case, to adjustment as hereinafter provided. These shares may, in the discretion of the

Committee, consist either in whole or in part of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of the Corporation.

C. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, any separation (including a spinoff or other distribution of stock or property), any partial or complete liquidation or any other change in the corporate structure or shares of the Corporation, the Committee shall make such adjustment as is equitably required in the number and kind of shares authorized by and for the Plan or in the number of shares of Common Stock covered by any outstanding deferred Award.

V. ELIGIBILITY FOR AWARDS

Awards for any period may be granted to those Eligible Employees who are selected by the Committee. Such selections, except in the case of the Corporation's Chairman, shall be made after considering the recommendations of the Chairman. The Committee shall also give consideration to the contribution made by the Eligible Employee to achievement of the Corporation's established objectives and such other matters as it shall deem relevant.

In the discretion of the Committee, Awards may be made to Eligible Employees who have retired or whose employment has terminated after the beginning of the year for which an Award is made, or to the designee or estate of an Eligible Employee who died during such period.

VI. DETERMINATION OF AMOUNTS OF AWARDS

The maximum Award payable with respect to any taxable year of the Corporation to any Eligible Employee who is the Chairman or a Vice Chairman of the Board of Directors or any other officer who has been designated a part of the Corporation's Office of the Chairman during all or any portion of such taxable year shall not exceed .08% of Consolidated Earnings for such year. The maximum Award payable with respect to any taxable year of the Corporation to any other Eligible Employee shall not exceed .04% of Consolidated Earnings for such year. The amounts of Awards to Eligible Employees shall be determined by the Committee acting in its discretion subject to the maximum amounts set forth above. Such determinations, except in the case of the Award for the Chairman, shall be made after

considering the recommendations of the Chairman and such other matters as the Committee shall deem relevant. The Committee, acting in its discretion, may determine to pay a lesser award than the maximum specified herein.

Awards may be made at any time following the end of the taxable year; provided, however, that no Awards shall be made until the Committee receives assurances from both the Corporation's Chief Financial Officer and its independent accountants that the amount of such Award does not exceed the applicable limitation under this Section VI and the Committee certifies in writing that such limitation has not been exceeded. For purposes of making these determinations, the value of the Common Stock component of any Award shall be its Fair Market Value.

VII. FORM OF AWARDS

Awards under the Plan shall be made in cash or Common Stock, as the Committee shall determine, subject to the limitations set forth in Section IV.

VIII. PAYMENT OF AWARDS

A. Awards under the Plan shall be paid currently, unless the Committee shall determine that any Award in cash or Common Stock or any portion thereof shall be deferred. Deferred Awards may be made in one lump sum or in installments and may bear interest in the case of any deferred cash Award or dividend equivalents in the case of any deferred Common Stock Award, all as the Committee shall determine.

B. When an Award is made, the Corporation shall cause the cash or Common Stock to be paid or issued to the Eligible Employee at the time or times specified by the Committee or, if no time or times is specified, as soon as practicable after the Award is made.

IX. SPECIAL AWARDS AND OTHER PLANS

A. Nothing contained in the Plan shall prohibit the Corporation or any of its subsidiaries from establishing other special awards or incentive compensation plans providing for the payment of incentive compensation to Employees (including Eligible Employees).

B. Payments or benefits provided to an Eligible Employee under any stock, deferred compensation, savings, retirement or other employee benefit plan are governed solely by the terms of such plan.

X. ADMINISTRATION, AMENDMENT AND INTERPRETATION OF THE PLAN

A. Except as otherwise provided in the Plan, the Committee shall administer the Plan. The Committee shall consist of not less than three members of the Board of Directors. No director shall be eligible to serve as a member of such Committee unless such person is a "disinterested person" within the meaning of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. Committee members shall not be eligible to participate in the Plan while members of the Committee. The Committee shall have full power to construe and interpret the Plan, establish and amend rules and regulations for its administration, and perform all other acts relating to the Plan, including the delegation of administrative responsibilities, that it believes reasonable and proper and in conformity with the purposes of the Plan.

B. The Committee shall have the right to amend the Plan from time to time or to repeal it entirely or to direct the discontinuance of Awards either temporarily or permanently; provided, however, that (i) no amendment of the Plan shall operate to annul, without the consent of the Eligible Employee, an Award already made hereunder, and (ii) no amendment of the Plan that (x) changes the maximum Award payable to any Eligible Employee, as set forth in
Section VI, (y) materially amends the definition of Consolidated Earnings or (z) increases the amount of shares available for awards under the Plan (except as contemplated by Section IV.C.) shall be effective before approval by the affirmative vote of a majority of shares voting at a meeting of the stockholders of the Corporation.

C. Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and/or administration of the Plan shall be final, conclusive and binding on all persons affected thereby.

XI. RIGHTS OF ELIGIBLE EMPLOYEES

A. Neither the Plan, nor the adoption or operation of the Plan, nor any documents describing or referring to the Plan (or any part hereof) shall confer upon any Employee any right to continue in the employ of the Corporation or a subsidiary of the Corporation.

B. No individual to whom an Award has been made or any other party shall have any interest in the cash or Common Stock, or any other asset of the Corporation until such amount has been paid or issued. To the extent that any party acquires a right to receive payments of cash and/or share certificates under the Plan, such party shall have the status of unsecured creditor of the Corporation with respect to such right.

C. No right or interest of any Eligible Employee in the Plan shall be assignable or transferable, or subject to any claims of any creditor or subject to any lien.

XII. MISCELLANEOUS

A. All expenses and costs incurred in connection with the operation of the Plan shall be borne by the Corporation, and no part therefor (other than the amounts of Awards under the Plan) shall be charged against the maximum limitation of Section VI.

B. All Awards under the Plan are subject to withholding, where applicable, for federal, state and local taxes.

C. Any provision of the Plan that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Plan.

D. The Plan and the rights and obligations of the parties to the Plan shall be governed by, and construed and interpreted in accordance with, the law of the State of New Jersey (without regard to principles of conflicts of

Exhibit 10(g)

JOHNSON & JOHNSON

CERTIFICATE OF EXTRA COMPENSATION PLAN

WITNESSETH - WHEREAS, Johnson & Johnson (the "Employer") wishes to reward its employees, as well as employees of its subsidiaries (an "Employee") for faithful service in the past and more particularly to encourage Employees in their future work by permitting Employees to share in the growth and success of the Employer's enterprises by issuing to them Shares of Certificates of Extra Compensation (the "CEC Shares"), and to that end to receive as extra compensation sums based upon and measured by (a) the amount of cash dividends from time to time declared upon an equal number of shares of common stock of the Employer (the "Common Stock") and (b) the formula value of such CEC Shares as established pursuant to Article "NINTH" of this Plan (the "Formula Value") at the time of termination of employment or death while in such employment:

NOW, THEREFORE, in consideration of the premises and the promises herein contained, and so long as the Employee shall remain an Employee, it is agreed that:

FIRST: The number of CEC Shares designated upon which the Employee's extra compensation shall be based is the aggregate number of CEC Shares awarded to such Employee in accordance with the Plan as evidenced by the written records of Employer.

SECOND: While the Employee remains an Employee, the Employer shall pay to the Employee on the same date on which is paid any cash dividend on the Employer's Common Stock, a sum equivalent to such cash dividend multiplied by the total number of CEC Shares designated for such Employee.

THIRD: In the event of the Employee's death while an Employee, the Employer shall pay to the Employee's beneficiary (as last recorded over the Employee's signature on the records of the Employer) a sum of money which shall be determined as a percentage of the Formula Value of such CEC Shares. This percentage shall be based upon the period elapsing between the date a CEC Share has been awarded and death, as follows:

In the event of death within eighteen
(18) months of the date of an award...................... 30%

         In the event of death after eighteen
         (18) months but within forty-two (42)
         months of the date of an award...........................          70%

         In the event of death after forty-two
         (42) months of the date of an award......................         100%

         In the event of the termination of the Employee's
employment because of retirement, physical or mental disability,
or otherwise (except by reason of death), the Employer shall pay
to the Employee a sum of money which shall be determined as a
percentage of the Formula Value of such CEC Shares. For the
purposes of this Plan, an Employee placed on long-term disability
is not considered to be an Employee. This percentage shall be
based upon the period elapsing between the date a CEC Share has
been awarded and such termination of employment, as follows:

         In the event of such termination within
         twelve (12) months of the date of an award................          0%

         In the event of such termination after
         twelve (12) months but within twenty-four
         (24) months of the date of an award......................          20%

         In the event of such termination after
         twenty-four (24) months but within thirty-six
         (36) months of the date of an award......................          40%

         In the event of such termination after
         thirty-six (36) months but within forty-eight
         (48) months of the date of an award......................          60%

         In the event of such termination after
         forty-eight (48) months but within sixty
         (60) months of the date of an award......................          80%

         In the event of such termination after
         sixty (60) months from the date of an award.............          100%

The Employer shall pay any such sum of money due under this Article "THIRD", in a single lump sum, unless Employee has duly elected, pursuant to the provisions of Article "SEVENTH" to defer receipt of such sum upon his/her retirement.

FOURTH: At the election of each Employee, to be made as provided for below, the payment of any sum due to an Employee upon his/her retirement may be deferred and paid in either a single lump sum or in installments. A lump sum payment may be deferred for up to ten taxable years following the Employee's retirement date. If installment payments are elected, the first installment payment may be made immediately upon retirement or be deferred for up to ten taxable years. Installment payments will be made annually (in the manner described below) and in approximately equal installment amounts (i.e., the value of the CEC payout balance, plus accrued interest, divided by the number of remaining installments). The minimum number of annual installments is two (2) and the maximum number is fifteen (15). An Employee may elect to defer up to 100% of the value of his/her total CEC holdings at retirement; or, any percentage increment less than that. The following rules shall apply with respect to all payments:

a) Immediate Lump Sum Payment - The Employee will receive the full value of his/her CEC holdings in the calendar month of his/her retirement effective date. Employees retiring prior to the determination of the prior years CEC value will receive 97% of the estimated value with the remainder paid shortly after the final value is determined.

b) Deferred Lump Sum Payment - The Employee will receive the full value of his/her CEC holdings, plus any accrued interest, on or about January 15 of the year he/she elects to receive payment in.

c) Immediate Commencement of Installments - The Employee will receive the first installment in the calendar month of his/her retirement effective date. All subsequent installments, plus any accrued interest, will be paid on or about January 15 of each year.

d) Deferred Commencement of Installments - The Employee will receive the first and all subsequent installments, plus any accrued interest, on or about January 15 of each year.

FIFTH: With respect to any payments which are deferred and/or paid in installments, interest shall be paid by the Employer from the effective date of retirement to the date of any such payment. The interest rate for all deferred and/or installment payments to an Employee shall be fixed at the date of retirement and shall be the rate (rounded to 1 decimal place) offered, as reported in the Wall Street Journal on the effective retirement date, on a United States Treasury Instrument for the period comparable to the length of the period of the deferral and/or installment payments. The interest shall be compounded semi-annually on the last calendar day of June and December of each year. If more than one instrument is quoted, the average of such rates shall be utilized. By way of example, if an election is made to receive installments over eight (8) years, the comparable eight (8) year U.S. Treasury Rate shall be utilized; if an election is made to defer the commencement of installments for two (2) years with installments paid out over ten (10) years, the comparable twelve (12) year U.S. Treasury Rate shall be utilized. Once established, the interest rate shall remain fixed for the period of the deferral.

SIXTH: In the event of death of an Employee (whether or not prior to the termination of his/her employment) the Employer will make payment in full of the balance, plus any accrued interest, as soon as administratively practical in a single lump sum payment to the designated beneficiary.

In the event no deferral or installment election is made, the total amount of the CEC holdings will be paid in accordance with the provisions of paragraph (a) of Article "FOURTH" in a lump sum payment as soon as practical following an Employee's retirement effective date.

SEVENTH: An election by an Employee to defer payment or elect installments of all or a part of his/her CEC holdings beyond his/her effective retirement date must be made a minimum of twelve (12) months prior to the date of such retirement date. Any such election may be revised or revoked up to twelve (12) months prior to such retirement date. For the twelve month period prior to such retirement date, any election is irrevocable and thus may not be revoked or otherwise revised.

The Employer may disallow an Employee's desire to defer payments and/or elect installments if it determines that such participation would jeopardize the Plan's compliance with applicable law or the Plan's status as a "top hat plan" under ERISA.

Notwithstanding the above, an exception has been made for Employees who have a retirement effective date between January 1, 1997 and June 30, 1997. For such Employees, the deferral and/or installment election must be made a minimum of three (3) months and in the calendar year prior to the retirement date. For example, an Employee who retires on January 1, 1997, must make the deferral and/or installment election no later than September 30, 1996; if the retirement date is May 1, 1997, such election must be made not later than December 31, 1996. With respect to any retirement occurring between July 1, 1997, and December 1, 1997, an election must be made prior to December 31, 1996. Any such election to defer and/or receive installment payments may only be

revised or revoked prior to the last permissible date for making such election. After such time the election may not be revoked or otherwise revised.

An election to defer payment and/or be paid in installments is effective only when filed with the administrator referred to in Article "FIFTEENTH" on the form utilized for such purpose. Any election made after the required deadline shall be disregarded.

AN ELECTION TO DEFER AND/OR BE PAID IN INSTALLMENTS SHOULD ONLY BE MADE

IN CONSULTATION WITH AN EMPLOYEE'S TAX AND/OR FINANCIAL ADVISOR.

EIGHTH: The number of CEC Shares designated and upon which is based and by which is measured the extra compensation of the Employee shall be increased proportionately from time to time to the extent that a stock split or a dividend in Common Stock is declared and paid upon the issued and outstanding Common Stock of the Employer. Likewise, the number of CEC Shares shall be reduced proportionately from time to time to the extent that the number of CEC Shares of issued and outstanding Common Stock of the Employer is reduced by reorganization, reduction of capital, or otherwise.

NINTH: For the purposes of Article "THIRD" of this agreement, the Formula Value of the CEC Shares shall be determined by the Employer's Board of Directors which shall, except in the event mentioned below, determine such Formula Value as the sum of one-half of the asset value per share of Common Stock plus one-half of the earning-power value per share of Common Stock calculated as follows:

The sum of one-half of the consolidated net asset value per share of Common Stock (being assets per share, less liabilities (including reserves, other than surplus reserve) per share, as such assets and liabilities appear on the books of the Employer and its subsidiaries as of the fiscal year end immediately preceding the date of valuation) plus one-half of the consolidated earning-power value per share of Common Stock (determined as the average of annual net earnings per share of Common Stock after all taxes as such net earnings appear on the books of the Employer and its subsidiaries for five (5) fiscal years preceding the date of valuation, capitalized as a return on capital invested at eight percent (8%), i.e., a multiple of twelve and one-half (12-1/2) times such average earnings per share).

For the purpose of the foregoing calculation, the books of the Employer and its subsidiaries shall be conclusive. The method of consolidation shall be that adopted by the Employer in preparing the last previous annual report to its stockholders, including appropriate provision for taxes both foreign and domestic which might be incurred in remitting income of the subsidiaries to the Employer. The decisions of the Employer's Treasurer at all times, and from time to time, as to procedures to be adopted in maintaining the books of the Employer and its subsidiaries, preparation of balance sheets and income statements, method of and adjustments made in consolidation, and all matters of accounting practice and procedures shall be conclusive.

In the event that it shall be the opinion of the Board of Directors of the Employer that the calculation made as provided above does not result in a true value, as of any date at which under Article "THIRD" such determination is necessary, the Board may but shall not be obligated to vary the formula to the extent of modifying the multiple by which the average earnings per share shall be multiplied.

The Board of Directors shall, on or before May fifteenth of each year, determine and announce the Formula Value of the Employer's common stock as of the immediately preceding fiscal year end for the purposes of this Plan.

TENTH: Dividends and share values are used herein only as measures of the extra compensation to be paid hereunder. Nothing herein contained shall be construed as an agreement to transfer to the Employee, or to his/her beneficiary, nor shall either acquire, by virtue of his/her being awarded CEC Shares, any right, title, or interest whatsoever in or to, any of the Employer's Common Stock.

ELEVENTH: No right of benefit to CEC Shares awarded under the Plan is assignable. The Employer does not fund the obligations created by the Employee participation in the CEC Plan. Rather, the Employer makes an unsecured promise to pay these obligations out of general corporate assets. This applies to obligations for both active and retired participants. Commencing with awards made at year end 1996, certificates representing CEC shares will no longer be issued. Instead the number of CEC shares awarded shall be recorded on the books of the Employer.

TWELFTH: Regular part-time employees (those working 20 hours or more a week) shall be considered Employees under this Plan. Any change to part-time status of less than 20 hours a week shall be considered a termination, provided, however, that in the event such employee is over the age of 55, such employee shall, for purposes of this Plan only, be deemed to have retired. Nothing contained in the Plan shall be construed to alter the present employment for an indefinite term, which is terminable by either Employee or Employer without prior advance notice to the other.

THIRTEENTH: An Employee may designate one or more beneficiaries to receive the value of his/her payout upon death. Should a beneficiary predecease the Employee, or should a beneficiary not be named, the amount designated for such beneficiary or the Employee's payout balance, as the case may be, will be distributed to the Employee's Estate. Beneficiary designations may be made or revised at any time by submitting a Beneficiary Designation Form to the Employer. The beneficiary or beneficiaries indicated in such Form shall supersede any prior designation, including designations appearing on any certificates representing CEC Shares.

FOURTEENTH: In the first quarter of each calendar year, statements will be sent to active Employees participating in the CEC Plan as well as to retirees with deferred CEC holdings. The report for active Employees will provide the value of CEC holdings based on the prior years' final CEC value. The statement will also include previously made deferral elections and beneficiary designations. The report for retirees will provide the deferred CEC payout balance plus interest, as well as the deferred and/or installment election and beneficiary designations.

FIFTEENTH: The CEC Plan is administered by the Extra Compensation Services Department at the Corporate Headquarters of Employer. Questions in regard to the administration of the CEC Plan should be addressed to it.

Exhibit 10(h)

Amended as of
December 5, 1996

JOHNSON & JOHNSON
DEFERRED FEE PLAN FOR DIRECTORS

1. Purpose. The purpose of the Johnson & Johnson Deferred Fee Plan for Directors (the "Plan") is to provide outside Directors of Johnson & Johnson (the "Company") the opportunity to defer receipt of compensation earned as a Director to a date following termination of such service. The provision of such an opportunity is designed to aid the Company in attracting and retaining as members of its Board of Directors persons whose abilities, experience and judgment can contribute to the well being of the Company.

2. Effective Date. The original effective date of the Plan was January 1, 1983. The Plan was amended in its entirety, effective as of January 1, 1995 and again as of December 5, 1996.

3. Eligibility. Any Director of the Company who is not also an Employee of the Company or any related company shall participate in the Plan.

4. Deferred Compensation Account. A deferred compensation account shall be established for each Director.

5. Amount of Deferral. Each participant shall (effective January 1, 1997) be required to defer receipt of Twenty Thousand Dollars ($20,000.) of his/her annual fee for serving on the Board of Directors (the "Required Deferral"). In addition, a participant may elect to defer receipt of all or a specified part of any remaining compensation payable to the participant for serving on the Board of Directors or for serving on committees of the Board of Directors of the Company. An amount equal to all deferred compensation will be credited to the participant's deferred compensation account as of the 15th day of the month in which such compensation is payable (the "Payment Date").

6. Deferred Compensation Account - Hypothetical Investment Options.

(a) All Required Deferrals and, unless otherwise specified by the participant pursuant to the terms of paragraph (b) of this Section 6, all amounts elected to be deferred under this Plan for any calendar year shall be credited to the participant's deferred compensation account, converted into equivalent units of

Johnson & Johnson Common Stock ("Company Stock") and adjusted as if the compensation deferred had been invested in Company Stock as of the Payment Date, until the date of final payment pursuant to Section 9 hereof ("Company Stock Equivalent Units"). The number of Company Stock Equivalent Units shall be determined by dividing the amount of compensation payable by the average of the high and low price of the Company Stock on the Payment Date, as reported by the Wall Street Journal. The number of Company Stock Equivalent Units included in a participant's deferred compensation account shall be adjusted to reflect dividends and the value of such account shall be adjusted to reflect increases or decreases in market value which would have resulted had funds equal to the balance of the participant's deferred compensation account been invested in Company Stock. Nothing herein obligates the Company to purchase any such Company Stock; and if such Company Stock is purchased, it shall remain the sole property of the Company.

(b) Except with respect to the Required Deferral amount, at the election of each participant, to be made as provided for in Section 7, each deferred compensation account will be credited with interest from the Payment Date, until the date of final payment pursuant to Section 9 hereof, at a rate equal to the annual rate of growth of investment in the Johnson & Johnson Certificate of Extra Compensation Plan (the "CEC Plan"), for the prior year provided, however, that the computation of said growth rate shall not include dividend equivalents paid under the CEC Plan. The election permitted under this
Section 6(b) shall not be available to any participant who becomes a participant in the Plan after December 31, 1995.

(c) With respect to Company Stock Equivalent Units in a deferred compensation account, the Company shall credit such account on each dividend payment date declared with respect to the Company's Stock, a number of Company Stock Equivalent Units equal to: (i) the product of (y) the dividend per share of the Company's Stock which is payable as of the dividend payment date, multiplied by (z) the number of Company Stock Equivalent Units credited to such account as of the applicable dividend record date, divided by (ii) the average of the high and low price of the Company Stock on the dividend payment date as reported by the Wall Street Journal. Fractional Company Stock Equivalent Units shall be carried forward and fractional dividend equivalent units shall be payable thereon.

(d) All account balances in Company Stock Equivalent Units from the Company's Retirement Plan for Nonemployee Directors which have been transferred to his/her deferred compensation account under this Plan, as of January 1, 1995, by reason of the termination of such Retirement Plan, shall be treated for purposes of this Plan as Required Deferrals.

7. Time of Election of Deferral. Except as to Required Deferrals, which shall at all times be held in Company Stock Equivalent Units, a participant may change (i) the amount of compensation deferred and/or (ii) the option elected under Section 6 with respect to his/her account and deferrals for subsequent years, once annually in

December by completing forms provided by the Company for that purpose. Any such change shall become effective on January 1 of the following year. If a participant elects to change his/her investment option available under Section 6, the participant's account shall be valued as of December 31 with that value being entered into his/her account under the new investment option as of the following January 1 (except if such change is to Company Stock Equivalent Units, the first trading day following such January 1 shall be used).

8. Value of Deferred Compensation Account. The value of each participant's deferred compensation account shall, as the case may be, include compensation deferred, interest credited thereon, if any, and any adjustments for dividends, and increases or decreases in the market value of Company Stock, pursuant to the option selected under Section 6 or as otherwise required under the Plan. If the Company Stock does not trade on any date a calculation of Common Stock Equivalent Units is to be made under the Plan, the next preceding date on which such stock was traded shall be utilized.

9. Payment of Deferred Compensation. Upon a participant's completion of service as a member of the Board of Directors (the "Completion Date"), each participant (or in the event of the participant's death, the named beneficiary or his/her estate) shall be entitled to receive in cash in a lump sum the value of his/her deferred compensation account as of the Completion Date, unless such participant has elected, pursuant to the provisions of Section 10 below, to further defer payment of his/her deferred compensation account beyond such Completion Date. Company Stock Equivalent Units shall be valued at the average of the high and low price of the Company's Stock on such date as reported by the Wall Street Journal. No withdrawal may be made from the participant's deferred compensation account prior to the Completion Date. The value of a participant's deferred compensation account shall, subject to any further election made pursuant to Section 10 below, be paid as soon as practicable following the Completion Date or death.

10. Further Deferral Election. In addition to the deferral elections referred to above, a participant may also elect (in the manner provided for below) to continue to defer the receipt of his/her deferred compensation account beyond his/her Completion Date. The value of a participant's account on his/her Completion Date may be deferred for up to 10 taxable years following such Completion Date. If installments are elected, the first installment payment may be made immediately at the Completion Date or be deferred for up to 10 taxable years. Installment payments will be made annually (in the manner described below) in approximately equal amounts (i.e. the balance of the account). The minimum number of installments is two and the maximum number is 10 provided, however, that all payments shall be made within ten (10) years of the Completion Date. A participant may elect to defer up to 100% of the value of his/her account at the Completion Date; or any percentage increment less than that. All deferred or installment payments shall be made in cash. The following additional rules shall apply:

a) Immediate Lump Sum Payment. The participant will receive the full value of his/her account in the calendar month of his/her Completion Date.

b) Deferred Lump Sum Payment. The participant will receive the full value of his/her account on or about January 15 of the year he/she elects to receive payment in.

c) Immediate Commencement of Installments. The participant will receive the first installment in the calendar month of his/her Completion Date. All subsequent installments on or about January 15 of each year.

d) Deferred Commencement of Installments. The participant will receive the first and all subsequent installments on or about January 15 of each year.

e) In the event of death of a participant, the Company will make payment in full of the balance of an account, as soon as administratively practical in a single lump sum payment to the designated beneficiary or his/her estate.

f) In making any payment due on or about January 15, the value of a participant's account on the first trading day of such month shall be utilized.

Any and all deferrals following a Completion Date shall be invested in Company Stock Equivalent Units described in Section 6(a) above. To the extent a participant's account was credited with the annual growth rate of an investment in the CEC Plan (as described in Section 6(b) above), such account shall be converted to Common Stock Equivalent units as of the Completion Date.

An election by a participant to defer payment or elect installments of all or a part of his/her deferred compensation account beyond the Completion Date must be made a minimum of twelve (12) months prior to such Completion Date. Any such election may be revised or revoked up to twelve (12) months prior to such Completion Date; after such time any election may not be revoked or otherwise revised.

Notwithstanding the above and upon implementation of the Plan, an exception has been made for participants having a Completion Date during 1997. For such participants, the deferral and or installment election must be made a minimum of three (3) months and in the calendar year prior to the Completion Date. For example, a participant having a Completion Date of April 1, 1997, must make the deferral and/or installment election no later than December 31, 1996. Any such election to defer and/or receive installment payments may only be revised or revoked prior to the last permissible date for making such election. After such time the election may not be revoked or otherwise revised.

An election to defer payment and/or be paid in installments beyond a Completion Date is effective only when filed with Extra Compensation Services on the

form utilized for such purposes. Any election made after the required deadline shall be disregarded.

11. Designation of Beneficiary. Each participant may, from time to time, by writing filed with the Secretary of the Company, designate any legal or natural person or persons (who may be designated contingently or successively) to whom payments of a participant's deferred compensation account are to be made if a participant dies prior to the receipt of payment of such account. A beneficiary designation will be effective only if the signed form is filed with the Secretary of the Company while the participant is alive and will cancel all beneficiary designation forms filed earlier. If a participant fails to designate a beneficiary as provided above, or if all designated beneficiaries die before the participant or before complete payment of the deferred compensation account, such account shall be paid to the estate of the last to die of the participant and designated beneficiaries as soon as practicable after such death.

12. Participant's Rights Unsecured. The right of any participant to receive payment under the provisions of the Plan shall be an unsecured claim against the general assets of the Company, and no provisions contained in the Plan shall be construed to give any participant or beneficiary at any time a security interest in any deferred compensation account or any other asset in trust with the Company for the benefit of any participant or beneficiary.

13. Statement of Account. A statement will be sent to participants as soon as practical following the end of each year as to the value of his/her deferred compensation account as of December 31 of such year.

14. Assignability. No right to receive payments hereunder shall be transferable or assignable by a participant or a beneficiary, except by will or by the laws of descent and distribution.

15. Administration of the Plan. The Plan shall be administered by a Committee appointed by and responsible to the Board of Directors. The Committee shall consist of three officers of the Company. The Committee shall act by vote or written consent of a majority of its members.

16. Amendment or Termination of Plan. This Plan may at any time or from time to time be amended, modified or terminated by the Board of Directors of the Company. No amendment, modification or termination shall, without the consent of a participant, adversely affect such participant's accruals in his deferred compensation accounts.

17. Governing Law. This Agreement shall be governed by and construed in

Exhibit 10(i)

JOHNSON & JOHNSON
EXECUTIVE INCOME DEFERRAL PLAN

The Johnson & Executive Income Deferral Plan (the "Plan") is intended to permit a select group of executives to defer income which would otherwise be immediately payable to them under various compensation and/or incentive plans of Johnson & Johnson (the "Company").

1. ADMINISTRATION. This Plan is administered by the Compensation Committee of the Company's Board of Directors. The Committee shall have responsibility for determining which investments will from time to time be available under the Plan and shall review the investment options at least once every three years. The Committee shall make all decisions affecting the timing, price or amount of any and all of the Deferred Awards (as hereinafter defined) of participants subject to Section 16 of the Securities Exchange Act of 1934, as amended, but may otherwise delegate any of its authority under this Plan.

2. ELIGIBILITY. Eligibility to defer under this Plan will be initially limited to members of the Executive Committee of the Company. The Committee may from time to time expand eligibility to defer compensation under this Plan to other executives of the Company. The Committee, however, has the authority to refuse to permit an participant to participate in this Plan or elect to defer payments, if the Committee determines that such participation would jeopardize the Plan's compliance with applicable law or the Plan's status as a top hat plan under ERISA.

3. DEFERRAL INTO AN INCOME DEFERRAL ACCOUNT. participants may elect to defer up to (i) fifty percent (50%) of annual salary, (ii) fifty percent (50%) of cash payments under the Company's Executive Incentive Plan and (iii) one hundred percent (100%) of dividend equivalents paid under the Company's Certificate of Extra Compensation ("CEC") Plan. Amounts so deferred are known as "Deferred Awards" and will be credited to a participant's "Income Deferral Account". A participant's decision to defer under the Plan must be made on or before September 30 of the year prior to the commencement of the fiscal year as to which the compensation, incentive payment or dividend equivalent monies to be deferred will be earned. At the Plan's inception, amounts otherwise payable in 1997 (regardless of the year in which earned) may be deferred under this Plan by elections made on or before December 15, 1996. Any election to defer pursuant to this Section 3 shall be effective only when timely filed with Extra Compensation Services on the form utilized for such purpose. A participant shall designate, in multiples of 1% of the Deferred Award, the portion to be allocated to each investment option available under this Plan. A participant may change the investment options for Deferred Awards not yet credited to his/her Income Deferred Account not more than once each month, such change to be effective as of the first day of the month following the month in which a participant's request to change such allocation is received by Extra Compensation Services.

Any elections to defer dividend equivalents under the Company's CEC Plan will be applied such that elections will apply to the CEC contracts in the reverse order of their issuance. Deferred Awards shall be held in one account regardless of the form of compensation or plan under which they were earned.

Upon ceasing to be an employee of the Company, each participant (or in the event of a participant's death, the named beneficiary or his/her estate) shall be entitled to receive in cash in lump sum the value of his/her Income Deferral Account as of the date of such termination, unless such participant has elected, pursuant to the provisions of Section 7 below, to further defer payment of his/her Income Deferral Account beyond retirement. Notwithstanding the above, if a participant is in any fiscal year a "named executive officer" for proxy statement reporting purposes by reason of his/her being the chief executive officer of the Company or one of the four highest compensated officers (other than the chief executive officer), any payment

from an Income Deferral Account otherwise due to be made in such year shall be postponed to a date which is on or about the 15th day of January of the following fiscal year.

4. INVESTMENT OF INCOME DEFERRAL ACCOUNTS. At the election of each participant, amounts in an Income Deferral Account may be invested utilizing the options set forth below. Amounts to be deferred in any month will be credited to a participant's Income Deferral Account on the last day of each month.

(a) Common Stock Equivalent Units. All amounts elected to be deferred under this option shall be converted into equivalent units of the Company's Common Stock ("Common Stock") as if the compensation deferred had been invested in Common Stock ("Common Stock Equivalent Units"). The number of Common Stock Equivalent Units shall be determined by dividing the amount of compensation to be deferred by the average of the high and low prices of the Common Stock as reported in the Wall Street Journal for the last trading day of each month. The Company shall credit the participant's Income Deferral Account with the number of full and partial shares of the Company's Common Stock so determined. However, at no time shall any shares be purchased or earmarked for such Account and the participant shall not have any of the rights of a shareholder with respect to shares credited to his/her Income Deferral Account. The number of Common Stock Equivalent Units included in a participant's Account shall be adjusted to reflect dividends and increases or decreases in market value which would have resulted had funds equal to such deferred amount been invested in Common Stock.

In the event of a reorganization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Company the Committee shall make such adjustment, if any, as it may deem appropriate in the number and kind of shares of the Company's Common Stock credited to participants' Income Deferral Accounts.

(b) Balanced Fund. All amounts elected to be deferred under this option shall be deemed to be invested in and credited with the investment rate of return earned under the Balanced Fund option under the Company's Savings Plan or any such successor fund. However, no Balanced Fund shares shall be purchased or earmarked for a participant's Account.

(c) One Year Treasury Bill Rate. All amounts elected to be deferred under this option shall be deemed to be invested in an interest bearing account which bears interest at the One Year Treasury Bill Rate, compounded monthly. For purposes of the Plan, the One Year Treasury Bill Rate shall be the interest rate for One Year Treasury Bills quoted in the Wall Street Journal on the last trading day of the preceding calendar year. Such rate shall be adjusted annually. No Treasury Bills will be actually purchased or earmarked for a participant's Account.

5. REDESIGNATION OF INVESTMENT OPTIONS WITHIN AN INCOME DEFERRAL ACCOUNT. A participant may redesignate amounts previously credited to an Income Deferral Account among the investments available under this Plan. Participants who wish to redesignate out of a particular investment vehicle may not at the same time redesignate into such investment vehicle. No redesignation of investment may take place during the 30 days prior to a scheduled distribution under this Plan. The following additional rules shall apply with respect to redesignations of previously credited amounts:

(a) Permitted Frequency--Redesignation by a participant may be made not more than once during any consecutive twelve month period.

(b) Amount and Extent of Redesignation--Redesignation for any participant must be in 1% multiples of the investment from which redesignation is being made.

(c) Timing--Redesignation shall take place as of the first day of the month following the month in which a participant's written redesignation is received by Extra Compensation Services. The value of the Company's Common Stock for purposes of investment redesignation shall be the average of the high and low

prices of the Common Stock as reported in the Wall Street Journal for the last trading day of the applicable month.

(d) Special rules for Redesignation Into or Out of Common Stock Equivalent Units previously credited to an Income Deferred Account:

(i) Material, Nonpublic Information--The Committee in its sole discretion and with advice of counsel at any time may rescind a redesignation into or out of Common Stock Equivalent Units if such redesignation was made by a participant who, a) at the time of the redesignation was in the possession of material, nonpublic information with respect to the Company; and b) in the Committee's estimation benefited from such information in the timing of his/her redesignation.

The Committee's determination shall be final and binding. In the event of such rescission, the participant's Income Deferral Account shall be returned to a status as though such redesignation had not occurred. Notwithstanding the above, the Committee shall not rescind a redesignation if the facts were reviewed by the participant with the General Counsel of the Company or a designee prior to the redesignation and if the General Counsel or designee had concluded that such participant was not in possession of material, nonpublic information.

(ii) A participant subject to Section 16(b) of the Securities Exchange Act of 1934 may redesignate into or out of Common Stock Equivalent Units only during the applicable "window period" with respect to the release of any quarterly or annual statements of sales and earnings by the Company.

(iii) A redesignation into or out of Common Stock Equivalent Units may not be made within 6 months of a discretionary "opposite way transaction" into or out of Common Stock held by the participant in the Company's Savings Plan.

6. DISTRIBUTION OF INCOME DEFERRAL ACCOUNTS. If a participant's employment is terminated for any reason (including death or disability), and such participant is not eligible to retire from active service under the Company's pension plan, then his/her Income Deferral Account will be automatically paid in a lump sum as soon as administratively feasible in the month following his/her termination of employment. Distributions in cash of the value of equivalent shares of the Company's Common Stock will be valued at the average of high and low market prices of the Common Stock as reported in the Wall Street Journal on the last trading day of the month of his/her termination of employment.

7. POST RETIREMENT DEFERRALS. At the further election of each participant, to be made as provided for below, the payment of any sum otherwise due to a participant upon his/her retirement may be further deferred and paid in either a single lump sum or in installments. A lump sum payment may be deferred for up to ten taxable years following the participant's retirement date. If installment payments are elected, the first installment payment may be made immediately upon retirement or be deferred for up to ten taxable years. Installment payments will be made annually (in the manner described below) and in approximately equal installment amounts (i.e., the value of the balance of the Income Deferral Account, plus accrued interest, divided by the number of remaining installments). The minimum number of annual installments is two (2) and the maximum number is fifteen (15). An participant may elect to defer up to 100% of the value of his/her total Income Deferral Account at retirement; or, any percentage increment less than that. The payment of any amounts from an Income Deferral Account pursuant to this Section 7 shall be subject to the provisions of the last sentence of Section 3 above. The following additional rules shall apply with respect to all payments:

a) Immediate Lump Sum Payment - The participant will receive the full value of his/her Income Deferral Account in the calendar month of his/her retirement effective date.

b) Deferred Lump Sum Payment - The participant will receive the full value of his/her Income Deferral Account, plus any accrued interest, on or about January 15 of the year he/she elects to receive payment in.

c) Immediate Commencement of Installments - The participant will receive the first installment in the calendar month of his/her retirement effective date, subject to the provisions of the last sentence of Section 3 above. All subsequent installments, plus any accrued interest, will be paid on or about January 15 of each year.

d) Deferred Commencement of Installments - The participant will receive the first and all subsequent installments, plus any accrued interest, on or about January 15 of each year.

With respect to any amounts which are deferred and/or paid in installments, interest shall be paid by the Employer from the effective date of retirement to the date of any such payment. The interest rate for all deferred and/or installment payments to a participant shall be fixed at the date of retirement and shall be the rate (rounded to 1 decimal place) offered, as reported in the Wall Street Journal on the effective retirement date, on a United States Treasury Instrument for the period comparable to the length of the period of the deferral and/or installment payments. The interest shall be compounded semi-annually on the last calendar day of June and December of each year. If more than one instrument is quoted, the average of such rates shall be utilized. By way of example, if an election is made to receive installments over eight (8) years, the comparable eight (8) year U.S. Treasury Rate shall be utilized; if an election is made to defer the commencement of installments for two (2) years with installments paid out over ten (10) years, the comparable twelve (12) year U.S. Treasury Rate shall be utilized. Once established, the interest rate shall remain fixed for the period of the deferral and/or installments.

In the event of death of a participant following retirement, the Employer will make payment in full of the balance of his/her Income Deferral Account, plus any accrued interest, as soon as administratively practical in a single lump sum payment to the designated beneficiary, subject to the provisions of the last sentence of Section 3 above.

In the event no deferral or installment election is made under this
Section 7, the total amount of the Income Deferral Account will be paid in accordance with the provisions of Section 3 in a lump sum payment as soon as practical following an participant's retirement effective date.

An election by a participant to defer payment or elect installments of all or a part of his/her Account beyond his/her effective retirement date must be made a minimum of twelve (12) months prior to the date of such retirement date. Any such election may be revised or revoked up to twelve (12) months prior to such retirement date. For the twelve month period prior to such retirement date, any election is irrevocable and thus may not be revoked or otherwise revised.

Notwithstanding the above, at the Plan's inception, an exception has been made for participants who have a retirement effective date between January 1, 1997 and December 31, 1997. For participants having a retirement effective date prior to June 30, 1997, the deferral and/or installment election must be made a minimum of three (3) months and in the calendar year prior to the retirement date. For such participants having a retirement date between July 1, 1997 and December 31, 1997, such election must be made at least six (6) months prior to the retirement date. For example, a participant who retires on April 1, 1997, must make the deferral and/or installment election no later than December 31, 1996; if the retirement date is August 1, 1997, such election must be made not later than January 31, 1997. Any such election to defer and/or receive installment payments may only be revised or revoked prior to the last permissible date for making such election. After such time the election may not be revoked or otherwise revised.

An election to defer payment and/or be paid in installments is effective only when timely filed with Extra Compensation Services on the form utilized for such purpose. Any election made after the required deadline shall be disregarded.

8. DEDUCTIONS FROM DISTRIBUTIONS. The Company will deduct from each distribution amounts required to be withheld for income, Social Security and other tax purposes. The Company may also deduct any amounts the participant owes the Company for any reason.

9. BENEFICIARY DESIGNATIONS. A participant may designate one or more beneficiaries to receive the value of his/her Income Deferral Account upon death. Should a beneficiary predecease the participant, or should a beneficiary not be named, the amount designated for such beneficiary or the participant's balance, as the case may be, will be distributed to the participant's Estate. Beneficiary designations may be made or revised at any time by submitting a Beneficiary Designation Form to Extra Compensation Services.

10. AMENDMENTS. The Committee may amend this Plan at any time. However, such amendment shall not without the consent of a participant, materially adversely affect any right or obligation with respect to any Deferred Award made theretofore.

11. MISCELLANEOUS. The Employer does not fund the obligations created by the participant's participation in the Plan. Rather, the Employer makes an unsecured promise to pay these obligations out of general corporate assets. This applies to obligations for both active and retired participants.

In the first quarter of each calendar year, statements will be sent to active participants participating in this Plan as well as to retirees with Deferral Accounts. The statement will also include previously made deferral elections and beneficiary designations. The report for retirees will provide the deferred payout balance plus interest, as well as the deferred and/or installment election and beneficiary designations.

This Plan is administered by the Extra Compensation Services Department at the Corporate Headquarters of Employer. Questions in regard to the administration of the Plan should be addressed to it.

AN ELECTION TO DEFER AND/OR BE PAID IN INSTALLMENTS SHOULD ONLY BE MADE

Exhibit 10(j)

THE JOHNSON & JOHNSON

EXCESS SAVINGS PLAN

Effective as of January 1, 1996
THE JOHNSON & JOHNSON

EXCESS SAVINGS PLAN

TABLE OF CONTENTS

ARTICLE                                                                  PAGE
- -------                                                                  ----
ARTICLE  I            PURPOSE                                              1
ARTICLE II            DEFINITIONS                                          1
ARTICLE III           ELIGIBILITY                                          2
ARTICLE IV            AMOUNT AND METHOD OF PAYMENT OF BENEFITS             2
ARTICLE V             GENERAL PROVISIONS                                   6
ARTICLE VI            ADMINISTRATION OF THE PLAN                           7
ARTICLE VII           NON-DUPLICATION OF BENEFITS                          8

THE JOHNSON & JOHNSON
EXCESS SAVINGS PLAN

ARTICLE I - PURPOSE

1.1 The purpose of the Plan, which is intended to constitute an unfunded deferred compensation plan, is to provide its Members benefits arising from the limitations of Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, and the impact of such limitations on the Johnson & Johnson Savings Plan.

1.2 The Johnson & Johnson Excess Savings Plan (the Plan ) is effective January 1, 1996.

ARTICLE II - DEFINITIONS

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

2.1 "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.2 "Compensation" means compensation as defined in the Savings Plan, without regard to the Code Section 401(a)(17) limit.

2.3 "Effective Date" means January 1, 1996.

2.4 "Employee" means any person who is employed by the Employer.

2.5 "Employer" means Johnson & Johnson and affiliated companies eligible to participate in the Savings Plan.

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

2.7 "Long Term Disability" means a physical or mental condition that renders the Member incapacitated as defined under the Johnson & Johnson Long Term Disability Plan.

2.8 "Member" means a person who is designated to participate in the Plan in the manner described in Article III.

2.9 "Normal Retirement Date" means the first day of the month next following a Member's attainment of age 65.

2.10 "Pension Committee" means the Committee that has been designated by the Board of Directors of the Employer.

2.11 "Plan" means the Johnson & Johnson Excess Savings Plan as set forth herein and as may be amended and restated from time to time.

2.12 "Plan Year" means the 12 month period beginning on January first.

2.13 "Savings Plan" means the Johnson & Johnson Savings Plan as may be amended and restated from time to time.

ARTICLE III - ELIGIBILITY

3.1 An Employee will automatically become a Member under the Plan if he is eligible to be a member of the Savings Plan under the terms of the Savings Plan, as it may be amended from time to time, and if his Compensation exceeds the Code Section 401(a)(17) limitation on compensation.

3.2 Any change in a Member's eligibility to participate under the Plan will not affect Plan benefits previously credited to the Member's bookkeeping account.

3.3 Any Employee who is ineligible or becomes ineligible to make contributions to the Savings Plan (whether or not he continues to maintain an account balance under the Savings Plan) is ineligible to participate in this Plan.

ARTICLE IV - AMOUNT AND METHOD OF PAYMENT OF BENEFITS

4.1 Plan Benefit. If the employer contributions to a Member's account under the Savings Plan are or could be reduced or limited in any year because of the limitation imposed by Section 401(a)(17) of the Code, and assuming for these purposes that the Member participates in the Savings Plan and contributes the maximum amount eligible to be matched by the Employer, then a benefit will be paid under this Plan in favor of the Member.

4.2 Amount of Benefit. The amount of the benefit payable under this Plan for each Member or, if applicable, to the Member's designated beneficiary, assuming for these purposes that the Member participated in the Savings Plan and contributed the maximum amount eligible to be matched by the Employer, will be equal to the excess of (a) over (b) where:

(a) is equal to the maximum matching employer contribution that would otherwise be allocated to the Member's account under the Savings Plan if the provisions of the Savings Plan were administered without regard to the limitations imposed by Section 401(a)(17) of the Code, and

(b) is the maximum matching employer contribution that would have been allocated to the Member's account under the Savings Plan after giving effect to any reduction of the employer contribution required by reason of the limitations imposed by Section 401(a)(17) of the Code.

4.3 No Employee Contribution Required or Permitted. A Member will be entitled to a benefit under this Plan without regard to whether the Employee made any employee contributions (including any salary reduction contributions) under the Savings Plan. No Member contribution is required or permitted under the Plan.

4.4 Bookkeeping Account. The benefits provided under Section 4.2 will be credited each month, or as soon as administratively practicable thereafter, to a bookkeeping account established for each eligible Member.

4.5 Earnings on Bookkeeping Account. Amounts credited to a Member's bookkeeping account will be deemed to be invested in and credited with the investment rate of return earned under the Savings Plan's Balanced Fund or any such successor fund. Earnings will be credited for periods following the crediting of benefits to a Member's bookkeeping account in a manner similar to how such earnings are credited under the Savings Plan. No Member is entitled to earnings on his bookkeeping account for service prior to the date of the Member's participation in the Plan. The Pension Committee reserves the right to designate a different rate of earnings for amounts credited or to be credited under this Plan, provided that any new rate shall not apply retroactively.

4.6 Election for Payment of Benefits.

(a) Each Member may elect, at the time of his or her notification of eligibility to participate in the Plan or as soon as administratively practicable thereafter, one of the following distribution methods:

(1) lump sum distribution of the entire bookkeeping account balance as soon as administratively practicable following the Member's termination of employment with the Employer; or

(2) annual installments over a period of at least 2 tax years but no more than 15 tax years with the first installment to begin as soon as administratively

practicable following the Member's termination of employment with the Employer.

(i) The amount of the first installment payment under distribution method (2) will be equal to the value of the Member's bookkeeping account determined in the month preceding the month in which the installment payment is made multiplied by a fraction, the numerator of which is one and the denominator of which is the number of remaining annual installments including the one being paid, so that at the end of the installment period, the entire bookkeeping account will have been distributed; provided, however, that adjustments to future installment payments will be made at least annually to the extent necessary to reflect earnings deemed allocable to the Member's bookkeeping account. Annual installments after the first installment will be determined in accordance with the procedures specified in the preceding sentence and will be made as soon as administratively practicable following the year-end valuation of the Member's bookkeeping account. During the installment period, the value of the Member's bookkeeping account will continue to be credited with earnings as set forth in
Section 4.5.

If a member makes a distribution election subsequent to the administratively practicable period in which he first receives his notification of eligibility to participate in the Plan, then such election shall be effective only if it is made at least 12 months prior to his termination of employment with the Employer.

(b) Each Member may also elect, either at the time of his initial participation in the Plan or at the time no later than 12 months prior to his termination of employment with the Employer, to defer the payment of benefits under this Plan for up to 10 tax years after the Member's termination of employment with the Employer. In the case of any Member who elects a deferred payment, a lump sum distribution of his benefit or the first installment of his benefit (as the member may elect) will be made as soon as administratively practicable in the year selected for the deferred payment based upon the previous year-end's valuation of the Member's bookkeeping account. Future installment

payments for the Member shall be made as soon as administratively practicable in accordance with the installment procedures specified above. During the deferral period, the value of the Member's bookkeeping account will continue to be credited with earnings as set forth in Section 4.5.

(c) If a Member terminates employment with the Employer prior to attaining age 55, the Member's entire bookkeeping account will be distributed in a lump sum as soon as administratively practicable following the Member's termination of employment, notwithstanding a Member's election under subsections (a)(2) or (b) of this Section 4.6 to the contrary.

4.7 Revocation of Election for Payment of Benefits. Each Member may revoke and change the method of his distribution election made in accordance with Section 4.6, as long as the revocation and distribution election is made no later than 12 months prior to his termination of employment with the Employer. The last distribution election received by the Pension Committee no later than 12 months prior to the Member's termination of employment with the Employer will control.

4.8 Payment Where No Election is Made. If no election is made for the distribution of benefits under this Plan, payment will be made in a lump sum as soon as administratively practicable following the Member's termination of employment with the Employer.

4.9 Payment to Beneficiary. Notwithstanding any provision in this Article, including any election made by the Member in accordance with
Section 4.6 to the contrary, if the Member dies prior to or following the commencement of payments to him under the Plan, his entire remaining bookkeeping account balance will be paid to the person designated as his beneficiary (or the person otherwise provided under Section 5.7) as soon as administratively practicable following the Member's death.

4.10 Limitation on Withdrawal. The commencement of Long Term Disability will not be an event that will entitle a Member to any distributions under the Plan.

4.11 Not "Compensation" For Other Purposes. Any benefits payable under this Plan will not be considered Compensation to the Member for purposes of the Savings Plan or any other qualified retirement plan maintained by the Employer.

4.12 Vesting of Account. The benefits provided under this Plan will vest in the same manner and at the same time as employer contributions made under the Savings Plan.

ARTICLE V - GENERAL PROVISIONS

5.1 Authorization. The adoption of this Plan has been duly authorized by the Pension Committee of Johnson & Johnson.

5.2 No Right to Continued Employment. This Plan is not an employment contract and neither the Plan nor any action taken hereunder will be construed as giving to a Member the right to be retained in the employ of the Employer. The Employer may terminate the Member's employment as freely and with the same effect as if this Plan were not in existence.

5.3 Binding Nature. This Plan will bind and inure to the benefit of the Employer and its successors and assigns, the Member and his beneficiary. No provision of this Plan precludes the Employer from consolidating or merging into or with, or transferring all or substantially all of its assets to another corporation that assumes this Plan and all obligations of the Employer. In the event of a consolidation, merger or transfer of assets, the term "Employer" will refer to the corporation that assumes the Plan, and this Plan will continue in full force and effect.

5.4 Non-Funded Nature. The Employer's obligations under this Plan will not be funded. Notwithstanding the establishment of a bookkeeping account by the Employer under Section 4.4 of this Plan, all payments hereunder will be made out of general assets of the Employer and no special or separate fund will be established or other segregation of assets made to assure its payments.

5.5 Non-Assignability. Benefits payable to Members and their beneficiaries may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

5.6 Withholding Taxes. The Employer may withhold from any amounts deemed credited or benefits payable under this Plan all Federal, State, City or other taxes as required pursuant to any law or governmental regulation or ruling.

5.7 Beneficiary Designation. For purposes of the designation of a beneficiary under this Plan, the beneficiary will be the Member's designated beneficiary under the Savings Plan. If no designation is made or if no designated beneficiary survives the Member, the payment will be made in accordance with the procedures set forth in the Savings Plan.

5.8 Disputes Concerning Beneficiaries. If the Pension Committee is in doubt as to the right of any person to receive a benefit payable under this Plan, the Pension Committee may, among other alternatives, pay the disputed amount to any court of competent jurisdiction. The payment of the disputed amount to a court of competent jurisdiction shall be a complete discharge of the liability of the Employer therefor.

5.9 Amendment and Termination. This Plan may be amended, suspended or terminated, in whole or in part, subject to applicable law, by action of the Pension Committee at any time without the consent of any Employee, Member, or beneficiary. No amendment to the Plan shall reduce any benefits that any Member has been deemed to accrue under Article IV of this Plan on the date of the amendment. Upon the termination of this Plan, any benefits that have been deemed to accrue will be payable only in accordance with the time and manner of payment as provided under Article IV.

ARTICLE VI - ADMINISTRATION OF THE PLAN

6.1 General Administration.

(a) The operation and administration of the Plan will be controlled and managed by the Employer, acting through the Pension Committee.

(b) The Pension Committee shall, from time to time, establish guidelines with respect to the administration, claims review and appeal procedures under this Plan. The Pension Committee has the sole discretion to make decisions and take any action with respect to questions arising in connection with the Plan, including the construction and interpretation of the Plan.

(c) The Pension Committee shall, not less frequently than annually, provide Members with a statement reporting the Member's current bookkeeping account balance.

(d) The Pension Committee shall exercise its duties hereunder, and it may designate any other person or persons to carry out its functions and responsibilities.

(e) All decisions, actions or interpretations of the Pension Committee will be final, conclusive and binding on all parties.

6.2 Governing Law. The text of this Plan will control and the headings to the Articles and Sections are for reference purposes only and do not limit or extend the

meaning of any of the Plan's provisions. The Plan will be governed by and construed in accordance with the laws of the State of New Jersey, except to the extent New Jersey law is preempted by federal law. In the event any applicable federal law is inconsistent with New Jersey State law, but such federal law does not preempt New Jersey State law, then New Jersey State law will control.

6.3 Records. The records of the Employer will be conclusive in respect of the determination of a Member's eligibility, the calculation of benefits, and all other matters involved in the administration of this Plan.

6.4 Gender. Any reference to the masculine gender shall include the feminine.

ARTICLE VII - NON-DUPLICATION OF BENEFITS

7.1 If a Member participates in another non-qualified plan, which is sponsored by the Employer, any affiliated employer or other corporations that are members of a controlled group of corporations of which the Employer is a member, within the meaning of Section 1563(a) of the Code, benefits payable under the other non-qualified plan, to the extent attributable to the Section 401(a)(17) limits affecting the Savings Plan, which are the subject of this Plan, will be reduced by the benefits otherwise payable under this Plan. The decision of the Pension Committee as to duplication of benefits otherwise payable under this Plan will be final. For this purpose, if the other plans have as their purpose the intent to recompense its eligible participants for amounts affected by the Code Section 401(a)(17) limits, it will be deemed a non-qualified plan regardless of the terminology employed.