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                          BECTON, DICKINSON AND COMPANY

                      NON-EMPLOYEE DIRECTORS 2000 STOCK OPTION PLAN
                      ---------------------------------------------



         SECTION 1. PURPOSE
         ------------------

              The purpose of the Becton, Dickinson and Company Non-Employee
         Directors 2000 Stock Option Plan is to attract and retain qualified
         persons who are not employees of Becton, Dickinson and Company ("BD" or
         the "Company") or any of its subsidiaries or affiliates for service as
         members of the Board of Directors of the Company, by providing such
         members with an interest in the Company's success and progress and
         closely aligning the directors' interests with those of the
         shareholders, through the grant to them of non-qualified stock options
         to purchase shares of the Company's common stock, par value $1.00 per
         share.

         SECTION 2- DEFINITIONS
         ----------------------

              Unless the context clearly indicates otherwise, the following
         terms, when used in this Plan, shall have the meanings set forth in
         this Section 2.

                  (a) "Board" shall mean the Board of Directors of BD.

                  (b) "Broker" shall mean a registered broker-dealer designated
               by the Company.

                  (c) "Cashless Exercise" shall mean a method of exercising a
               Stock Option under which a Grantee, in lieu of payment of the
               option price in cash, by check or by delivery of shares of Stock,
               delivers to the Broker irrevocable instructions to sell some or
               all of the shares of Stock acquired upon such exercise and,
               immediately upon receipt of the proceeds from this sale, to
               deliver to the Company the related option price and any related
               withholding taxes.

                  (d) "Change in Control" shall mean (1) the acquisition by any
               individual, entity or group (within the meaning of Section
               13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act")) (a "Person") of beneficial
               ownership (within the meaning of Rule l3d-3 promulgated under the
               Exchange Act) of 25% or more of either (A) the then-outstanding
               shares of common stock of the Company (the "Outstanding Company
               Common Stock") or (B) the combined voting power of the
               then-outstanding voting securities of the Company entitled to
               vote generally in the election of directors (the "Outstanding
               Company Voting Securities"); PROVIDED, HOWEVER, that, for
               purposes of this Section 2(d), the following acquisitions shall
               not constitute a Change of Control: (i) any acquisition directly
               from the Company, (ii) any acquisition by the
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               Company, or (iii) any acquisition by any employee benefit plan
               (or related trust) sponsored or maintained by the Company or any
               affiliated company, (iv) any acquisition by any corporation
               pursuant to a transaction that complies with Sections 2(d)(3)(A),
               2(d)(3)(B) and 2(d)(3)(C), or (v) any acquisition that the Board
               determines, in good faith, was inadvertent, if the acquiring
               Person divests as promptly as practicable a sufficient amount of
               the Outstanding Company Common Stock and/or the Outstanding
               Company Voting Securities, as applicable, to reverse such
               acquisition of 25% or more thereof.

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

                  (3) Consummation of a reorganization, merger, consolidation or
               sale or other disposition of all or substantially all of the
               assets of the Company (a "Business Combination"), in each case,
               unless, following such Business Combination, (A) all or
               substantially all of the individuals and entities that were the
               beneficial owners of the Outstanding Company Common Stock and the
               Outstanding Company Voting Securities immediately prior to such
               Business Combination beneficially own, directly or indirectly,
               more than 60% of the then-outstanding shares of common stock and
               the combined voting power of the then-outstanding voting
               securities entitled to vote generally in the election of
               directors, as the case may be, of the corporation resulting from
               such Business Combination (including, without limitation, a
               corporation that, as a result of such transaction, owns the
               Company or all or substantially all of the Company's assets
               either directly or through one or more subsidiaries) in
               substantially the same proportions as their ownership immediately
               prior to such Business Combination of the Outstanding Company
               Common Stock and the Outstanding Company Voting Securities, as
               the case may be, (B) no Person (excluding any corporation
               resulting from such Business Combination or any employee benefit
               plan (or related trust) of the Company or such corporation
               resulting from such Business Combination) beneficially owns,
               directly or indirectly, 25% or more of, respectively, the
               then-outstanding shares of common stock of the corporation
               resulting from such Business Combination or the combined voting
               power of the then-outstanding voting securities of such
               corporation, except to the extent that such ownership existed
               prior to the Business Combination, and (C) at least a majority of
               the members of the board of directors of the corporation
               resulting from such Business Combination were members of the
               Incumbent Board at the time of the execution

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               of the initial agreement or of the action of the Board providing
               for such Business Combination; or

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

                  (e) "Committee" shall mean the Corporate Governance Committee
               of the Board or such other committee as may be designated by the
               Board, excluding, in each instance, any member of the Committee
               who is an employee or former employee of the Company who shall
               recuse him or herself from all deliberations, determinations and
               other actions undertaken by the Committee in connection with,
               relating to or arising under this Plan.

                  (f) "Company" shall mean BD.

                  (g) "Date of Exercise" shall mean the earlier of the date on
               which written notice of exercise, together with payment in full,
               if applicable, is received at the office of the agent designated
               for such purposes by the Secretary of the Company or, in the case
               of the Cashless Exercise of a Stock Option, the Date of Exercise
               shall mean the date the Broker executes The Grantee's sell order
               with respect to the underlying shares of Stock.

                  (h) "Director" shall mean any continuing non-employee member
               of the Company's Board of Directors.

                  (i) "Fair Market Value" shall mean for any day the mean of the
               highest and lowest selling prices of the Stock as reported on the
               Composite Tape for securities traded on the New York Stock
               Exchange.

                  (j) "Grantee" shall mean any Board member granted a Stock
               Option hereunder and shall also mean, to the extent contemplated
               and permitted by the Plan, executors, administrators, successors
               and transferees of the Grantee.

                  (k) "Granting Date" shall mean the date in each calendar year
               of the Annual Meeting of Shareholders of the Company.

                  (1) "Plan" shall mean the Becton, Dickinson and Company
               Non-Employee Directors 2000 Stock Option Plan as set forth herein
               and amended from time to time.

                  (m) "Stock" shall mean the Common Stock, par value $1.00 per
               share, of the Company.

                  (n) "Stock Option" shall mean a Nonqualified Stock Option
               granted pursuant to the Plan to purchase shares of Stock.

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         SECTION 3.  SHARES OF STOCK SUBJECT TO THE PLAN
         -----------------------------------------------

              Subject to adjustment pursuant to Section 9, 1,000,000 shares of
         Stock shall be reserved for issuance upon the exercise of Stock Options
         granted pursuant to this Plan. Shares delivered under the Plan may be
         authorized and unissued shares or issued shares held by the Company in
         its treasury. If any Stock Options expire or terminate without having
         been exercised, the shares of Stock covered by such Stock Options shall
         become available again for the grant of Stock Options hereunder.

         SECTION 4. ADMINISTRATION OF THE PLAN
         -------------------------------------

                 (a) The Plan shall be administered by the Committee. Subject to
              the express provisions of the Plan, the Committee shall have
              authority to interpret the Plan, to determine entitlement to Stock
              Options, to determine eligibility for grants of Stock Options, and
              to make all other determinations necessary or advisable for the
              administration and operation of the Plan.

                 (b) It is intended that the Plan and any transaction hereunder
              meet all of the requirements of Rule l6b-3 promulgated by the
              Securities and Exchange Commission, as such rule is currently in
              effect or as hereafter modified or amended, and all other
              applicable laws. If any provision of the Plan or any transaction
              would disqualify the Plan or such transaction under, or would not
              comply with, Rule l6b-3 or other applicable laws, such provision
              or transaction shall be construed or deemed amended to conform to
              Rule l6b-3 or such other applicable laws in each case to the
              extent permitted by law and deemed advisable by the Board.

                 (c) Any controversy or claim arising out of or related to this
              Plan shall be determined unilaterally by and at the sole
              discretion of the Committee. The Committee may obtain such advice
              or assistance as it deems appropriate from persons not serving on
              the Committee.

         SECTION 5. ELIGIBILITY AND GRANTS
         ---------------------------------

              To be eligible to participate in the Plan, a director must not be
         an employee of the Company or of any of its subsidiaries or affiliates.

              On the date in each calendar year of the Annual Meeting of
         Shareholders of the Company, each eligible director elected at or
         continuing to serve after such Annual Meeting shall be granted stock
         options to purchase such number of shares of stock as shall be
         determined by the Committee, based on the Fair Market Value of a share
         of stock on the business day immediately preceding such date, to have a
         monetary value of $35,000, which determination shall be made by
         application of the Black Scholes ratio used by the Compensation and
         Benefits Committee of the Board to calculate the expected

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         value of the then most recent annual stock option grants made to the
         executive officers of the Company, PROVIDED, HOWEVER, that such
                                            --------- -------
         monetary value of $35,000 may be increased or decreased by the Board,
         upon recommendation by the Committee, in January of each year, to
         reflect the competitive environment with respect to director
         compensation. Each grant of options shall be evidenced by a written
         notice duly executed and delivered by the Corporate Secretary of the
         Company to the Grantee.

         SECTION 6. GRANTING OF STOCK OPTIONS
         ------------------------------------

                 (a) OPTION PRICE. Subject to adjustment as provided in Section
                     ------------
              9, the purchase price of each share of Stock subject to a Stock
              Option shall be 100% of the fair Market Value of a share of the
              Stock on the Granting Date, PROVIDED, HOWEVER, that such purchase
                                          --------  -------
              price shall be increased if, and in the same proportion as, the
              option purchase price of the then most recent annual Stock Option
              grants made to the executive officers of the Company exceeded the
              Fair Market Value of a share of stock on the date such Stock
              Options were granted to them.

                 (b) TERM OF OPTIONS. Each Stock Option granted under the Plan
                     ---------------
              shall have a term of ten years from its date of grant, subject to
              earlier termination as provided in Section 8; PROVIDED, HOWEVER,
                                                            --------  -------
              that the term of any Stock Option granted under the Plan shall be
              shortened if, and by the same amount of time as, the term of the
              then most recent annual Stock Options granted to the executive
              officers of the Company was less than ten years from their date of
              grant.

                 (c) VESTING OF STOCK OPTIONS. Each Stock Option shall become
                     ------------------------
              50% exercisable after two years from its date of grant and 100%
              exercisable after three years from its date of grant (the "Vesting
              Terms"), subject to adjustment as provided in Sections 8 and 10,
              and subject to further adjustment, if and to the extent that, the
              terms pursuant to which the then most recent annual Stock Options
              granted to the executive officers of the Company become
              exercisable differ from the Vesting Terms.

                 (d) TRANSFERABILITY. Upon grant, each Stock Option shall
                     ---------------
              provide by its terms that it is not transferable otherwise than by
              will or the laws of descent and distribution and is exercisable,
              during the Grantee's lifetime, only by the Grantee, except to the
              same extent as otherwise permitted under the terms of the then
              most recent annual Stock Options granted to the executive officers
              of the Company. Subject to the foregoing, a permitted transferee
              shall be entitled to exercise a Stock Option at such times and to
              the extent that the Stock Option would otherwise be exercisable by
              the Grantee, or by the Grantee's executors, administrators and
              successors pursuant to Section 8(c).

                 (e) DEFERRAL OF RECEIPT OF SHARES. The Committee may establish
                     -----------------------------
              procedures whereby Directors may elect to defer the receipt of
              shares upon exercise of any Stock Option, for a specified period
              of time or until a specified future event.

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                 (f) OTHER STOCK OPTIONS. Stock Options may be granted to a
                     -------------------
              Director who has previously received Stock Options whether such
              prior Stock Options are still outstanding, have previously been
              exercised or surrendered in whole or in part.

         SECTION 7. EXERCISE OF STOCK OPTIONS
         ------------------------------------

              Except as otherwise provided with respect to the Cashless Exercise
         of a Stock Option, the Grantee shall pay the option price in full on
         the Date of Exercise of a Stock Option in cash, by check, or by
         delivery of full shares of Stock of the Company, duly endorsed for
         transfer to the Company with signature guaranteed, or by any
         combination thereof. Stock will be accepted at its Fair Market Value on
         the Date of Exercise. The Board or Committee may cause a legend to be
         placed prominently on certificates representing Stock issued pursuant
         to this Plan in order to give notice of the transferability
         restrictions and other obligations imposed by this Section and/or as
         imposed by Section 6.

         SECTION 8. COMPLETION OF DIRECTORSHIP
         -------------------------------------

              Except as otherwise provided by the Board at the time the Stock
         Option is granted or in any amendment thereto, if a Grantee ceases to
         be a Director, then:

                 (a) in the event of a resignation or a termination of the
              service of a Grantee from the Board for any reason other than
              death, disability or retirement as contemplated under sub-sections
              (b) and (c) below, the Grantee may exercise each Stock Option held
              by him or her within three months after such termination (but not
              after the expiration date of the Stock Option) to the extent of
              the number of shares subject to the Stock Option which were
              purchasable pursuant to its terms at the date of termination;
              PROVIDED, HOWEVER, if the Grantee should die within three months
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              after such termination, each Stock Option held by the Grantee may
              be exercised by the Grantee's estate, or by any person who
              acquires the right to exercise by reason of the Grantee's death,
              at any time within a period of one year after death (but not after
              the expiration date of the Stock Option) to the extent of the
              number of shares subject to the Stock Option which were
              purchasable pursuant to its terms at the date of termination; and
              PROVIDED FURTHER, that the Board may, in its discretion, cause the
              -------- -------
              Stock Options of such Grantee to become exercisable, and/or to
              remain exercisable, for a period of time subsequent to such
              resignation or termination, but in no event may the Stock Options
              remain exercisable after the tenth anniversary of their date of
              grant.

                 (b) subject to the provisions of Section 8(c), if termination
              of Board service is (x) by reason of retirement from the Board (i)
              by a Grantee who has served on the Board for five full years or
              more and has attained the age of sixty, or (ii) by a Grantee
              entitled to the current receipt of benefits wider any retirement
              plan maintained by the Company or any subsidiary thereof, or (y)
              by reason of disability, each Stock Option held by the Grantee
              shall, at the date of retirement or

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              disability, become exercisable to the extent of the total number
              of shares subject to the Stock Option, irrespective of the number
              of shares which would otherwise have been purchasable pursuant to
              the terms of the Stock Option at the date of retirement or
              disability, and shall otherwise remain in full force and effect in
              accordance with its terms; provided, however, that in the case of
                                         --------  -------
              termination by reason of disability, each Stock Option shall only
              be exercisable within a period of three years after the date of
              disability (but not after the expiration date of the option);

                 (c) if termination of Board service is by reason of the death
              of the Grantee, or if the Grantee dies after retirement or
              disability as referred to in Section 8(b), each Stock Option held
              by the Grantee may be exercised by the Grantee's estate, or by any
              person who acquires the right to exercise the Stock Option by
              reason of the Grantee's death, at any time within a period of
              three years after death (but not after the expiration date of the
              Stock Option) to the extent of the total number of shares subject
              to the Stock Option, irrespective of the number of shares which
              would have otherwise been purchasable pursuant to the terms of the
              Stock Option at the date of death.

         SECTION 9. ADJUSTMENTS
         ----------------------

              In the event of any merger, consolidation, reorganization,
         recapitalization, rights offering, liquidation, stock dividend, stock
         split or other change in the corporate structure or capitalization
         affecting the Stock, the number and kind of shares that may be granted
         in the aggregate and to individual Directors under the Plan, the number
         and kind of shares subject to each outstanding Stock Option and the
         option prices under outstanding Stock Options, shall be adjusted
         automatically to prevent dilution or enlargement of rights, and the
         Board shall cause such automatic adjustment to be given effect.

         SECTION 10. TENDER OFFER; CHANGE IN CONTROL
         -------------------------------------------

              A Stock Option shall become immediately exercisable to the extent
         of the total number of shares subject to the Stock Option in the event
         of (i) a tender offer by a person or persons other than the Company for
         all or any part of the outstanding Stock if, upon consummation of the
         purchases contemplated, the offeror or offerors would own, beneficially
         or of record, an aggregate of more than 25% of the outstanding Stock,
         or (ii) a Change in Control of the Company.

         SECTION 11. GENERAL PROVISIONS
         ------------------------------

                 (a) Each Stock Option shall be evidenced by a written
              instrument containing the terms and conditions set forth herein
              and such other terms and conditions, not inconsistent with this
              Plan, as the Committee shall approve.

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                 (b) Nothing in this Plan shall be deemed to create any
              obligation on the part of the Board to nominate any director for
              re-election by the Company's shareholders.


                 (c) Notwithstanding any other provision of the Plan, the
              Company shall not be required to issue or deliver any shares of
              Stock under the Plan if the issuance or delivery of such shares
              shall constitute a violation of any provision of applicable law or
              of any applicable rule or regulation of any governmental authority
              or national securities exchange, and the issuance or delivery of
              any shares of Stock upon the exercise of Stock Options may be
              postponed by the Company for such period as may be required to
              fulfill all of the following conditions;

                        (i) The listing, or approval for listing upon notice of
                  issuance, of such shares on the New York Stock Exchange;

                        (ii) Any registration or other qualification of such
                  shares under any state or federal law or regulation, or the
                  maintaining in effect of any such registration or other
                  qualification which the Committee may, in its discretion upon
                  the advice of counsel, deem necessary or advisable; and

                        (iii) The obtaining of any other consent, approval or
                  permit from any state or federal governmental agency which the
                  Committee may, in its discretion upon the advice of counsel,
                  determine to be necessary or advisable.

                 (d) The Company shall have the right to deduct from any payment
              or distribution under the Plan any federal, state or local taxes
              of any kind required by law to be withheld with respect to such
              payments or to take such other action as may be necessary to
              satisfy all obligations for the payment of such taxes. In case
              deliveries or distributions are made in shares of Stock, the
              Company shall have the right to retain the value of sufficient
              shares to equal the amount of tax to be withheld for such
              deliveries or distributions or to require a recipient to pay the
              Company in cash, in shares of stock previously owned by the
              Grantee, or a combination of cash and such shares of stock, for
              any such taxes required to be withheld on such terms and
              conditions prescribed by the Committee, prior to the issuance or
              delivery of any stock upon the exercise of Stock Options.

         SECTION 12. AMENDMENT AND TERMINATION
         -------------------------------------

                 (a) The Plan shall terminate on February 8, 2010 and no Stock
              Option shall be granted hereunder after that date, provided that
                                                                 --------
              the Board may terminate the Plan at any time prior thereto.

                 (b) The Board may, from time to time, amend the Plan or any
              part thereof at anytime upon notice to the Committee.

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                 (c) In addition, the Board shall have the authority to amend
              the Plan at any time without notice to the extent necessary to
              comply with all applicable laws and regulations and/or qualify the
              Plan under applicable securities, tax or employee benefit laws and
              regulations (including any amendment deemed necessary to ensure
              that the Company may comply with any regulatory requirement
              referred to in Section 11).

                 (d) Subject to Section 12(c), no termination or amendment of
              the Plan may, without the consent of a Grantee to whom a Stock
              Option shall theretofore have been granted, adversely affect the
              rights of such Grantee under such Stock Option.

         SECTION 13. GOVERNING LAW
         -------------------------

              This Plan and the Stock Options granted hereunder shall be
         governed by, and construed and interpreted in accordance with, the
         applicable laws of the United States of America and of the State of New
         Jersey.

         SECTION 14. EFFECTIVE DATE
         --------------------------

              The Plan shall become effective February 8, 2000 upon its approval
         by the Board hereunder. The Stock Options granted on such date shall be
         granted subject to satisfaction by the Company of all applicable legal
         and regulatory requirements and the exercise of such Stock Options
         shall be expressly subject to the fulfillment of the conditions set
         forth in Section 11(c) above.


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