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                                                                    Exhibit 10.7













                        EDWARDS LIFESCIENCES CORPORATION
                           DEFERRED COMPENSATION PLAN

                           (Effective April 1, 2000)
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                               TABLE OF CONTENTS


ARTICLE I PURPOSE, EFFECTIVE DATE, EMPLOYER.................................  1

 1.1 Purpose................................................................  1
 1.2 Effective Date.........................................................  1
 1.3 Employer...............................................................  1

ARTICLE II DEFINITIONS......................................................  1

 2.1 Accounts...............................................................  1
 2.2 Administrative Committee...............................................  1
 2.3 Beneficiary............................................................  2
 2.4 Bonus..................................................................  2
 2.5 Bonus Deferral.........................................................  2
 2.6 Compensation...........................................................  2
 2.7 Compensation Committee.................................................  2
 2.8 Deferral Election Form.................................................  2
 2.9 Distribution Election Form.............................................  2
 2.10 Eligible Employee.....................................................  2
 2.11 Excess Matching Contribution..........................................  3
 2.12 Matching Contribution.................................................  3
 2.13 Participant...........................................................  3
 2.14 Pay Deferral Contribution.............................................  3
 2.15 Plan Year.............................................................  3
 2.16 Termination of Employment.............................................  3
 2.17 Unforeseeable Emergency...............................................  3
 2.18 Vesting

ARTICLE III ELIGIBILITY FOR EXCESS MATCHING CONTRIBUTIONS, BONUS
DEFERRALS AND PAY DEFERRALS.................................................  3

 3.1 Eligibility for Excess Matching Contribution...........................  3
 3.2 Bonus Deferral Elections...............................................  3
 3.3 Pay Deferral Elections.................................................  4

ARTICLE IV CREDITING OF ACCOUNTS............................................  4

 4.1 Crediting of Accounts..................................................  4
 4.2 Earnings...............................................................  4
 4.3 Account Statements.....................................................  4
 4.4 Vesting................................................................  4

ARTICLE V DISTRIBUTION OF BENEFITS..........................................  5

 5.1 Distribution of Benefits...............................................  5
 5.2 Distribution...........................................................  5
 5.3 Effect of Payment......................................................  6
 5.4 Taxation of Plan Benefits..............................................  6
 5.5 Withholding and Payroll Taxes..........................................  6
 5.6 Distribution Due to Unforeseeable Emergency............................  6

ARTICLE VI BENEFICIARY DESIGNATION..........................................  7

 6.1 Beneficiary Designation................................................  7
 6.2 Amendments to Beneficiary Designation..................................  7
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 6.3 No Beneficiary Designation.............................................  7

ARTICLE VII ADMINISTRATION..................................................  7

 7.1 Administrative Committee...............................................  7
 7.2 Administrative Committee Powers........................................  7
 7.3 Uniform Application of Rules...........................................  8
 7.4 Claims Procedure.......................................................  8
 7.5 Action by Administrative Committee.....................................  9
 7.6 Indemnity..............................................................  9

ARTICLE VIII AMENDMENT AND TERMINATION OF PLAN..............................  9

 8.1 Amendment..............................................................  9
 8.2 Right to Terminate.....................................................  9
 8.3 Payment at Termination.................................................  9

ARTICLE IX MISCELLANEOUS.................................................... 10

 9.1 Unfunded Plan.......................................................... 10
 9.2 Unsecured General Creditor............................................. 10
 9.3 Nonassignability....................................................... 10
 9.4 Not a Contract of Employment........................................... 10
 9.5 Protective Provisions.................................................. 10
 9.6 Governing Law.......................................................... 11
 9.7 Severability........................................................... 11
 9.8 Notice................................................................. 11
 9.9 Successors............................................................. 11
 9.10 Action by Edwards..................................................... 11
 9.11 Effect on Benefit Plans............................................... 11
 9.12 Participant Litigation................................................ 11



                                      ii
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          EDWARDS LIFESCIENCES CORPORATION DEFERRED COMPENSATION PLAN

                           (Effective April 1, 2000)


                                  ARTICLE  I


                       PURPOSE, EFFECTIVE DATE, EMPLOYER

     1.1  Purpose.  The Edwards Lifesciences Corporation 401(k) Savings and
Investment Plan (the "401(k) Plan") is a defined contribution benefit plan
maintained by Edwards Lifesciences Corporation  ("Edwards") to provide eligible
participants with retirement benefits.  Limitations imposed by the Internal
Revenue Code of 1986, as amended, ("Code"), prevent some participants from
receiving the full Matching Contribution under the 401(k) Plan, a tax qualified
defined contribution plan.  In addition, Edwards desires to maintain an unfunded
plan of deferred compensation for a select group of management and highly
compensated employees.  Accordingly, Edwards hereby establishes the Edwards
Lifesciences Corporation Deferred Compensation Plan and the Edwards Lifesciences
Corporation 401(k) Plan Excess Plan and combines them into a single plan to be
known as the Edwards Lifesciences Corporation Deferred Compensation Plan
("Plan").  The purpose of the Plan is to enable certain Participants in the
401(k) Plan to receive the full Matching Contribution under the 401(k) Plan
formula which is limited by the Code, or the Plan, and/or to elect to defer
additional compensation until retirement, except as otherwise set forth on their
election form.  Participation in the Plan is limited to a select group of
management or highly compensated employees of Edwards.  Capitalized terms not
defined in this Plan are deemed to have the meaning given them in the 401(k)
Plan.

     1.2  Effective Date.  The Plan is effective as of April 1, 2000.

     1.3  Employer.  The Plan is adopted for the benefit of a select group of
management or highly compensated employees of Edwards or of any subsidiaries or
affiliates of Edwards, as set forth below.  The Plan may be adopted by any
subsidiaries or affiliates of Edwards with the consent of the Administrative
Committee.  Adopting Employers are listed on Appendix A as attached and updated
from time to time.

                                  ARTICLE  II

                                  DEFINITIONS

     2.1  Accounts.  Accounts means the sum of the Participant's Excess Matching
Contribution Account balance, the Participant's Bonus Deferral Account balance
and the Participant's Pay Deferral Account balance.

     2.2  Administrative Committee.  For purposes of the Plan, Administrative
Committee has the same meaning as the Administrative Committee in the 401(k)
Plan.
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     2.3  Beneficiary.  A Participant's Beneficiary, as defined in Article VI,
is the Beneficiary designated to receive the Participant's Accounts, if any,
from the Plan, upon the death of the Participant.

     2.4  Bonus.  The term Bonus means those bonuses that are included in the
definition of Compensation in the 401(k) Plan and also includes any other bonus
which is approved by the Administrative Committee and listed on Attachment A to
this Plan. Attachment A may be updated from time to time to accurately reflect
the approved bonuses for purpose of this definition.

     2.5  Bonus Deferral.  The Bonus Deferral is the amount of the Participant's
Bonus which the Participant elected to defer and contribute to the Plan which,
but for such election, would have otherwise been paid to him/her.

     2.6  Compensation.  For purposes of the Plan, Compensation has the same
meaning as Compensation in the 401(k) Plan without regard to Section 401(a)(17)
of the Code, except that the Bonuses deferred under the Plan are included in
Compensation in the Plan Year in which such amounts would be paid if they were
not deferred and not in the Plan Year in which such amounts are actually paid.

     2.7  Compensation Committee.  The Compensation Committee of the Board of
Directors of Edwards.

     2.8  Deferral Election Form.  The form which a Participant must complete
and return to the Administrative Committee, in accordance with the rules and
procedures as may be established by the Administrative Committee, in order to
elect to defer a portion of his or her Bonus into the Plan and to designate his
Pay Deferral Election.

     2.9  Distribution Election Form.  The form which a Participant must
complete and return to the Administrative Committee, in accordance with the
rules and procedures as may be established by the Administrative Committee. This
form is to be used by Participants who are not eligible to defer a portion of
their Bonus or make a Pay Deferral Contribution to the Plan.

     2.10 Eligible Employee.  An Eligible Employee is anyone who:

          (a)  is a participant in the Edwards Long Term Incentive Plan for the
               Plan Year to which deferrals relate who has contributed the
               maximum annual contribution limit under Sections 401(k) and
               402(g) of the Code to the 401(k) Plan; or

          (b)  is a participant in the 401(k) Plan whose Matching Contributions
               to the 401(k) Plan for the Plan Year are limited because of the
               application of the Code, provided he or she has met the
               eligibility rules set forth in Section 3.1 below.


                                       2
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     2.11  Excess Matching Contribution.  The Excess Matching Contribution is
the difference between the Matching Contributions allocated to a Participant's
401(k) Plan Account during the Plan Year and the amount that would have been
allocated if the limitations of Sections 415, 401(k), 402(g) and 401(m) of the
Code, as well as the limitations of Section 401(a)(17) of the Code, were
disregarded.

     2.12  Matching Contribution.  The term Matching Contribution has the same
meaning in the Plan as it does in the 401(k) Plan.

     2.13  Participant.  A Participant is any Eligible Employee who has an
Account balance in the Plan.

     2.14  Pay Deferral Contribution.  The term Pay Deferral Contribution has
the same meaning as Pay Deferral Contribution in the 401(k) Plan. The Pay
Deferral Contribution is the amount of the Participant's Compensation which the
Participant elected to defer into the Plan which, but for such election, would
have otherwise been paid to him/her.

     2.15  Plan Year.  The Plan Year is the calendar year.

     2.16  Termination of Employment.  For purposes of the Plan, Termination of
Employment has the same meaning as Termination of Employment in the 401(k) Plan.

     2.17  Unforeseeable Emergency.  A severe financial hardship resulting from
a sudden or unexpected illness or accident of the Participant or one of his or
her dependents, loss of the Participant's property due to casualty or similar
extraordinary and unforeseeable circumstances arising as a result of one or more
recent events beyond the control of the Participant, as determined by the
Administrative Committee.

     2.18  Vesting.  For purposes of the Plan, Vesting has the same meaning as
Vesting in the 401(k) Plan.

                                 ARTICLE  III

        ELIGIBILITY FOR EXCESS MATCHING CONTRIBUTIONS, BONUS DEFERRALS
                               AND PAY DEFERRALS

     3.1   Eligibility for Excess Matching Contribution.  An Eligible Employee
is a Participant in the Plan and eligible to receive a contribution to his or
her Excess Matching Contribution Account in the Plan for a Plan Year if such
Participant's allocation of Matching Contributions in the 401(k) Plan during the
Plan Year is less than five percent (5%) of Compensation because of the
application of the Code.

     3.2   Bonus Deferral Elections.  An Eligible Employee is a Participant in
the Plan if he or she defers the maximum amount of Compensation allowed under
the Code to the 401(k) Plan for the Plan Year and he or she elects to defer all
or a portion of his or her Bonus through the Plan until his or her Termination
of Employment, or such other time as specified on his or her


                                       3
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Deferral Election Form, by completing a Deferral Election Form in accordance
with applicable rules and procedures established by the Administrative
Committee. A Participant may elect to defer up to 100% of his or her Bonus, in
whole percentages. Beginning January 1 of the year to which the Deferral
Election Form applies, the Deferral Election Form is irrevocable, except as
provided in Section 5.6. The Deferral Election Form must be filed with the
Administrative Committee in accordance with the rules established by the
Administrative Committee before January 1 of the Plan Year to which the Deferral
Election Form applies. For purposes of Bonus Deferral Elections, eligible
employees are those employees who are participants in the Long Term Incentive
Plan for the Plan Year to which deferrals relate.

     3.3  Pay Deferral Elections.  An Eligible Employee is a Participant in the
Plan if he or she elects to defer a portion of his or her Compensation in excess
of the annual contribution limit under Sections 401(k) and 402(g) of the Code
(as contributed to the 401(k) Plan) as set forth on his or her Deferral Election
Form, in accordance with applicable rules and procedures established by the
Administrative Committee. A Participant may elect to defer up to a total of 15 %
of his or her Compensation to the 401(k) Plan and the Plan; however, such
election must be the same election as the Participant made for the 401(k) Plan
for such Plan Year, and the Participant may not change his/her 401(k) Plan
election for the Plan Year. For purposes of Pay Deferral Elections, eligible
employees are those employees who are participants in the Long Term Incentive
Plan for the Plan Year to which deferrals relate.

                                  ARTICLE  IV

                             CREDITING OF ACCOUNTS

     4.1  Crediting of Accounts.

          A.   Excess Matching Contribution Account.  An account equal to the
Excess Matching Contributions, if any, of each Participant plus Earnings.

          B.   Bonus Deferral Account.  An account equal to the Bonus Deferrals,
if any, of each Participant plus Earnings.

          C.   Pay Deferral Account.  An account equal to the Pay Deferral
Contributions, if any, of each Participant plus Earnings.

     4.2  Earnings.  Each Participant's Excess Matching Contribution Account,
Bonus Deferral Account, and Pay Deferral Account, if any, will be credited with
Earnings at a rate determined by the Administrative Committee from time to time.
As of the Effective Date of this Plan, Earnings will be credited at the same
rate as the Stable Income Fund in the 401(k) Plan.  Earnings will be credited to
each Participant's Account weekly.

     4.3  Account Statements.  Account Statements will be generated effective as
of the last day of each calendar quarter and mailed to each Participant as soon
as administratively feasible. Account Statements will reflect all Account
activity during the reporting quarter, including Account contributions,
distributions and earnings credits.

     4.4  Vesting.  Subject to Sections 9.1 and 9.2, a Participant is always
100% Vested in his or her Accounts in the Plan at all times.

                                       4
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                                  ARTICLE  V

                           DISTRIBUTION OF BENEFITS

     5.1  Distribution of Benefits.  Subject to Section 5.2, distribution of a
Participant's Accounts, if any, will commence in accordance with the
Participant's Distribution Election Form or Deferral Election Form as soon as
administratively feasible after the Participant's Termination of Employment.
Any spousal consent requirements under the 401(k) Plan will not apply to
distributions under the Plan.

     5.2  Distribution.

          A.   Deferral Election Form.  A Participant's Accounts will be paid in
     accordance with the form of payment designated in such Participant's
     Deferral Election Form.

          B.   Distribution Election Form.  A Participant's Accounts will be
     paid after a Participant's Termination of Employment, in accordance with
     the form of payment designated in such Participant's Distribution Election
     Form.

          C.   Forms of Distribution.  The forms of distribution are:

               (a)  A lump sum payment, or

               (b)  Annual installments of at least 2 years, but not to exceed
                    15 years.

     Annual installments will commence in the first quarter of the Plan Year as
     specified in the Participant's Deferral Election Form or Distribution
     Election Form. Subsequent installments will be paid annually in the first
     quarter of subsequent Plan Years. Lump sum payments will be made in the
     first quarter of the Plan Year as specified in the Participant's Deferral
     Election Form. Lump sum payments pursuant to a Distribution Election Form
     will be made in the first quarter of the Plan Year following the Plan Year
     in which the Participant incurs a Termination of Employment or any
     subsequent Plan Year as indicated on the Distribution Election Form.

     If a Participant does not elect a form of distribution by the time the
     Deferral Election Form or the Distribution Election Form is required to be
     completed, the Participant's election will default to a lump sum payment in
     the first quarter of the Plan Year following the Plan Year in which the
     Participant incurs a Termination of Employment.

     Notwithstanding the above, a Participant whose Accounts under the Plan
     total less than $50,000 as of the last day of the Plan Year in which he or
     she incurs a Termination of Employment will receive lump sum payment of his
     or her Accounts in the first quarter of

                                       5
<PAGE>

     the Plan Year following the Plan Year in which the Participant incurs a
     Termination of Employment.

     The Administrative Committee has the right to postpone the payment of any
     Accounts for up to one year from the date on which the credits would
     otherwise be paid.

     5.3  Effect of Payment.  Payment to the person or trust reasonably and in
good faith determined by the Administrative Committee to be the Participant's
Beneficiary will completely discharge any obligations Edwards or any other
Employer may have under the Plan.  If a Plan benefit is payable to a minor or a
person declared to be incompetent or to a person the Administrative Committee in
good faith believes to be incompetent or incapable of handling the disposition
of property, the Administrative Committee may direct payment of such Plan
benefit to the guardian, legal representative or person having the care and
custody of such minor and such decision by the Administrative Committee is
binding on all parties.  The Administrative Committee may initiate whatever
action it deems appropriate to ensure that benefits are properly paid to an
appropriate guardian.

The Administrative Committee may require proof of incompetence, minority,
incapacity or guardianship as it may deem appropriate prior to distribution of
the Plan benefit.  Such distribution will completely discharge the
Administrative Committee and the Employer from all liability with respect to
such benefit.

     5.4  Taxation of Plan Benefits.  It is intended that each Participant will
be taxed on amounts credited to him or her under the Plan at the time such
amounts are received, and the provisions of the Plan will be interpreted
consistent with that intention.

     5.5  Withholding and Payroll Taxes.  Edwards will withhold from payments
made hereunder any taxes required to be withheld for the payment of taxes to the
Federal, or any state or local government.

     5.6  Distribution Due to Unforeseeable Emergency.  Upon written request of
a Participant and the showing of Unforeseeable Emergency, the Administrative
Committee may authorize distribution of all or a portion of the Participant's
Accounts, and or the acceleration of any installment payments being made from
the Plan, but only to the extent reasonably necessary to relieve the
Unforeseeable Emergency. In any event, payment may not be made to the extent
such Unforeseeable Emergency is or may be satisfied through reimbursement by
insurance or otherwise, including, but not limited to, liquidation of the
Participant's assets, to the extent that such liquidation would not in and of
itself cause severe financial hardship. In addition, such Participant is
precluded from enrolling in the Plan for the entire Plan Year beginning January
1 after the request is approved.

                                       6
<PAGE>

                                  ARTICLE  VI

                            BENEFICIARY DESIGNATION

     6.1  Beneficiary Designation.  Each Participant has the right to designate
one or more persons or trusts as the Participant's Beneficiary, primary as well
as secondary, to whom benefits under this Plan will be paid in the event of the
Participant's death prior to complete distribution to the Participant of the
benefits due under the Plan. Each Beneficiary designation will be in a written
form prescribed by the Administrative Committee and will be effective only when
filed with the Administrative Committee during the Participant's lifetime.

     6.2  Amendments to Beneficiary Designation.  Any Beneficiary designation
may be changed by a Participant without the consent of any Beneficiary by the
filing of a new Beneficiary designation with the Administrative Committee.
Filing a Beneficiary designation as to any benefits available under the Plan
revokes all prior Beneficiary designations effective as of the date such
Beneficiary designation is received by the Administrative Committee. If a
Participant's Accounts are community property, any Beneficiary designation will
be valid or effective only as permitted under applicable law.

     6.3  No Beneficiary Designation.  In the absence of an effective
Beneficiary designation, or if all Beneficiaries predecease the Participant, the
Participant's estate will be the Beneficiary. If a Beneficiary dies after the
Participant and before payment of benefits under this Plan has been completed,
and no secondary Beneficiary has been designated to receive such Beneficiary's
share, the remaining benefits will be payable to the Beneficiary's estate.

                                 ARTICLE  VII

                                ADMINISTRATION

     7.1  Administrative Committee.  The Plan is administered by the
Administrative Committee, which is the Plan Administrator for purposes of
Section 3(16)(A) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Edwards has appointed the members of the Administrative
Committee to administer the Plan. Members of the Administrative Committee may be
Participants in the Plan.

     7.2  Administrative Committee Powers.  The Administrative Committee has
such powers as may be necessary to discharge its duties hereunder, including,
but not by way of limitation, the following powers, rights and duties:

          (a)  Interpretation of Plan.  The Administrative Committee has the
               power, right and duty to construe, interpret and enforce the Plan
               provisions and to determine all questions arising under the Plan
               including, but not by way of limitation, questions of Plan
               participation, eligibility for Plan benefits and the rights of
               employees, Participants, Beneficiaries and other persons to
               benefits under the Plan and to determine the amount, manner and
               time of payment of any benefits hereunder;

                                       7
<PAGE>

          (b)  Plan Procedures.  The Administrative Committee has the power,
               right and duty to adopt procedures, rules, regulations and forms
               to be followed by employees, Participants, Beneficiaries and
               other persons or to be otherwise utilized in the efficient
               administration of the Plan which may alter any procedural
               provision of the Plan without the necessity of an amendment;

          (c)  Benefit Determinations.  The Administrative Committee has the
               power, right and duty to make determinations as to the rights of
               employees, Participants, Beneficiaries and other persons to
               benefits under the Plan and to afford any Participant or
               Beneficiary dissatisfied with such determination with rights
               pursuant to a claims procedure adopted by the Committee; and

          (d)  Allocation of Duties.  The Administrative Committee is empowered
               to employ agents (who may also be employees of Edwards) and to
               delegate to them any of the administrative duties imposed upon
               the Administrative Committee or Edwards.

     7.3  Uniform Application of Rules.  The Administrative Committee will apply
all rules, regulations, procedures and decisions uniformly and consistently to
all Participants similarly situated. Any ruling, regulation, procedure or
decision of the Administrative Committee will be conclusive and binding upon all
persons affected by it. There will be no appeal from any ruling by the
Administrative Committee which is within its authority, except as provided in
Section 7.4 below. When making a determination or a calculation, the
Administrative Committee will be entitled to rely on information supplied by any
Employer, accountants and other professionals including, but not by way of
limitation, legal counsel for Edwards or any Employer.

     7.4  Claims Procedure.  If a claim for benefits by a Participant or his or
her beneficiary or beneficiaries (the "applicant") is denied, the Administrative
Committee will furnish the applicant within 90 days after receipt of such claim
(or within 180 days after receipt if the Administrative Committee notifies the
applicant prior to the end of the 90 day period that special circumstances
require an extension of time), a written notice which specifies the reason for
the denial, refers to the pertinent provisions of the Plan on which the denial
is based, describes any additional material or information necessary for
properly completing the claim and explains why such material or information is
necessary, and explains the claim review procedures of this Section 7.4. If,
within 60 days after receipt of such notice, the applicant so requests in
writing, the Administrative Committee will review its earlier decision. The
Administrative Committee's decision on review will be in writing, and will
include specific reasons for the decision, written in a manner calculated to be
understood by the claimant, and will include specific references to the
pertinent provisions of the Plan on which the decision is based. It will be
delivered to the claimant within 60 days after the request for review is
received, unless extraordinary circumstances require a longer period, but in no
event more than 120 days after the request for review is received.

                                       8
<PAGE>

     7.5  Action by Administrative Committee.  Action by the Administrative
Committee will be subject to the following special rules:

          (a)  Meetings and Documents.  The Administrative Committee may act by
               meeting or by document signed without meeting and documents may
               be signed through the use of a single document or concurrent
               documents.

          (b)  Action by Majority.  The Administrative Committee will act by a
               majority decision which action will be as effective as if such
               action had been taken by all Administrative Committee members,
               provided that by majority action one or more Administrative
               Committee members or other persons may be authorized to act with
               respect to particular matters on behalf of all Administrative
               Committee members.

          (c)  Resolving Deadlocks.  If there is an equal division among the
               Administrative Committee members with respect to any question a
               disinterested party may be selected by a majority vote to decide
               the matter.  Any decision by such disinterested party will be
               binding.

     7.6  Indemnity.  To the extent permitted by applicable law and to the
extent that they are not indemnified or saved harmless under any liability
insurance contracts, any present or former Administrative Committee members,
officers, or directors of Edwards, the Employers or their subsidiaries or
affiliates, if any, will be indemnified and saved harmless by the Employers from
and against any and all liabilities or allegations of liability to which they
may be subjected by reason of any act done or omitted to be done in good faith
in the administration of the Plan, including all expenses reasonably incurred in
their defense in the event that Edwards fails to provide such defense after
having been requested in writing to do so.

                                 ARTICLE  VIII

                       AMENDMENT AND TERMINATION OF PLAN

     8.1  Amendment.  The Compensation Committee may amend the Plan at any time,
except that no amendment will decrease or restrict the Accounts of Participants
and Beneficiaries at the time of the amendment. Notwithstanding the foregoing,
the Compensation Committee may delegate certain authority to amend the Plan to
the Administrative Committee.

     8.2  Right to Terminate.  The Compensation Committee may at any time
terminate the Plan. Any Employer may terminate its participation in the Plan by
notice to Edwards.

     8.3  Payment at Termination.  If the Plan is terminated payment of each
affected Participant's Accounts to the Participant or Beneficiary for whom they
are held will commence within 60 days of such termination in the form determined
under Article 5.

                                       9
<PAGE>

                                  ARTICLE  IX

                                 MISCELLANEOUS

     9.1  Unfunded Plan.  This Plan is intended to be an unfunded retirement
plan maintained primarily to provide retirement benefits for a select group of
management or highly compensated employees. All credited amounts are unfunded,
general obligations of the appropriate Employer. This Plan is not intended to
create an investment contract, but to provide retirement benefits to eligible
employees who participate in the Plan. Eligible employees are members of a
select group of management or are highly compensated employees, who, by virtue
of their position with an Employer, are uniquely informed as to such Employer's
operations and have the ability to affect materially Employer's profitability
and operations.

     9.2  Unsecured General Creditor.  In the event of an Employer's insolvency,
Participants and their Beneficiaries, heirs, successors and assigns will have no
legal or equitable rights, interest or claims in any property or assets of such
Employer, nor will they be Beneficiaries of, or have any rights, claims or
interests in any life insurance policies, annuity contracts or the proceeds
therefrom owned or which may be acquired by such Employer (the "Policies")
greater than those of any other unsecured general creditors. In that event, any
and all of the Employer's assets and Policies will be, and remain, the general,
unpledged, unrestricted assets of Employer. Employer's obligation under the Plan
will be merely that of an unfunded and unsecured promise of Employer to pay
money in the future.

     9.3  Nonassignability.  Neither a Participant nor any other person will
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, which are,
and all rights to which are, expressly declared to be nonassignable and
nontransferable. No part of the amounts payable will, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency. Nothing contained herein will preclude an
Employer from offsetting any amount owed to it by a Participant against payments
to such Participant or his or her Beneficiary.

     9.4  Not a Contract of Employment.  The terms and conditions of this Plan
will not be deemed to constitute a contract of employment between a Participant
and such Participant's Employer, and neither the Participant nor the
Participant's Beneficiary will have any rights against such Participant's
Employer except as may otherwise be specifically provided herein. Moreover,
nothing in this Plan is deemed to give a Participant the right to be retained in
the service of his or her Employer or to interfere with the right of such
Employer to discipline or discharge him or her at any time.

     9.5  Protective Provisions.  A Participant will cooperate with Edwards by
furnishing any and all information requested by Edwards, in order to facilitate
the payment of benefits hereunder.

                                      10
<PAGE>

     9.6   Governing Law.  The provisions of this Plan will be construed and
interpreted according to the laws of the State of California, to the extent not
preempted by ERISA.

     9.7   Severability.   In the event any provision of the Plan is held
invalid or illegal for any reason, any illegality or invalidity will not affect
the remaining parts of the Plan, but the Plan will be construed and enforced as
if the illegal or invalid provision had never been inserted, and Edwards will
have the privilege and opportunity to correct and remedy such questions of
illegality or invalidity by amendment as provided in the Plan, including, but
not by way of limitation, the opportunity to construe and enforce the Plan as if
such illegal and invalid provision had never been inserted herein.

     9.8   Notice.  Any notice or filing required or permitted to be given to
Edwards or the Administrative Committee under the Plan will be sufficient if in
writing and hand delivered, or sent by registered or certified mail to any
member of the Administrative Committee, or to Edwards's Chief Financial Officer
and, if mailed, will be addressed to the principal executive offices of Edwards.
Notice to a Participant or Beneficiary may be hand delivered or mailed to the
Participant or Beneficiary at his or her most recent address as listed in the
employment records of Edwards. Notices will be deemed given as of the date of
delivery or mailing or, if delivery is made by certified or registered mail, as
of the date shown on the receipt for registration or certification. Any person
entitled to notice hereunder may waive such notice.

     9.9   Successors.  The provisions of this Plan will bind and inure to the
benefit of Edwards, each Employer, the Participants and Beneficiaries, and their
respective successors, heirs and assigns. The term successors as used herein
will include any corporate or other business entity which, whether by merger,
consolidation, purchase or otherwise acquires all or substantially all of the
business and assets of Edwards, and successors of any such corporation or other
business entity.

     9.10  Action by Edwards.  Except as otherwise provided herein, any action
required of or permitted by Edwards under the Plan will be by resolution of the
Compensation Committee or any person or persons authorized by resolution of the
Compensation Committee.

     9.11  Effect on Benefit Plans.  Amounts paid under this Plan, will not by
operation of this Plan be considered to be compensation for the purposes of any
benefit plan maintained by any Employer.   The treatment of such amounts under
other employee benefit plans will be determined pursuant to the provisions of
such plans.

     9.12  Participant Litigation.  In any action or proceeding regarding the
Plan, employees or former employees of Edwards or an Employer, Participants,
Beneficiaries or any other persons having or claiming to have an interest in
this Plan will not be necessary parties and will not be entitled to any notice
or process. Any final judgment which is not appealed or appealable and may be
entered in any such action or proceeding will be binding and conclusive on the
parties hereto and all persons having or claiming to have any interest in this
Plan. To the extent permitted by law, if a legal action is begun against
Edwards, an Employer, the Administrative Committee, or any member of the
Administrative Committee by or on behalf of any person and such action results
adversely to such person or if a legal action arises because of conflicting

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<PAGE>

claims to a Participant's or other person's benefits, the costs to such person
of defending the action will be charged to the amounts, if any, which were
involved in the action or were payable to the Participant or other person
concerned. To the extent permitted by applicable law, acceptance of
participation in this Plan will constitute a release of Edwards, each Employer,
the Administrative Committee and each member thereof, and their respective
agents from any and all liability and obligation not involving willful
misconduct or gross neglect.

Edwards Lifesciences Corporation has caused this instrument to be executed by
its authorized officer, as of the _____ day of ________________, 2000.

                                       EDWARDS LIFESCIENCES
                                       CORPORATION

                                       By:__________________________________

                                       Its:_________________________________


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