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                                                                     EXHIBIT 4.1

                                 CONCEPTUS, INC.
                         DEFERRED FEE PLAN FOR DIRECTORS

1.       PURPOSE. The purpose of the Conceptus, Inc. Deferred Fee Plan (the
"Plan") is to provide non-management directors (the "Directors") of Conceptus,
Inc. (the "Company") the opportunity to defer receipt of cash compensation paid
by the Company to such persons in their roles as Directors. The Plan 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 effective date of this Plan is January 1, 2004.

3.       ELIGIBILITY. Any Director of the Company who is not deemed to be an
employee of the Company or any subsidiary thereof is eligible to participate in
the Plan.

4.       DEFERRED COMPENSATION ACCOUNT. An unfunded deferred compensation
account (the "Account") shall be established for each Director who elects to
participate in the Plan.

5.       AMOUNT OF DEFERRAL. A participant may elect to defer receipt of all or
a specified part of the compensation payable to the participant for serving on
the Board of Directors or any committee of the Board of Directors of the
Company. An amount equal to the compensation deferred, as reflected in the
election referred to in Section 6 hereof, will be credited to the participant's
Account, in the form of phantom Company Common Stock units (the "Stock
Component"), on the date such compensation would otherwise be initially payable.

6.       TIME OF ELECTION OF DEFERRAL. Except as set forth herein, an election
to defer compensation shall be made on an annual basis on or before December
31st of each year on forms approved for that purpose and shall be effective when
filed with the Company with respect to all compensation, or any part thereof so
elected to be deferred, that is paid in the calendar year following the calendar
year in which the election is made. In the case of newly elected Directors who
first become eligible to participate in the Plan subsequent to January 1 of any
calendar year, such newly eligible participant shall be entitled to make an
election to defer compensation for services to be performed subsequent to the
election provided such election is made within 30 days after the date such
Director becomes eligible. In this case, such election shall be effective when
made with respect to any compensation to be paid during the period beginning
with the date following the date of the election through December 31 of the same
initial year of participation.

7.       HYPOTHETICAL INVESTMENT. Each Account shall be comprised of the Stock
Component and will be credited on each date compensation is to be paid to
Directors and the amount elected to be deferred will be used to purchase phantom
units of the Company's Common Stock (including fractional shares) using the fair
market value of such Common Stock on the date the compensation would otherwise
be paid. The Stock Component will be credited on each dividend payment date for
the Company's Common Stock with additional phantom Common Stock units determined
by dividing the aggregate cash dividend which would have been paid if the
existing phantom Common Stock units were actual shares of the Company's Common
Stock by the fair market value of the Company's Common Stock as of the dividend
payment date, computed to four decimal places. For purposes of the Plan, the
"fair market value" of one share or unit of the Company's Common Stock shall be
the closing sale price for a share of such Common Stock for trading day
immediately preceding the determination date.

8.       VALUE OF DEFERRED COMPENSATION ACCOUNTS. The value of each
participant's Account shall include compensation deferred and dividends credited
thereon, pursuant to Section 7 of the Plan. All deferred amounts to be paid to a
participant pursuant to the Plan are to be paid as soon as practicable following
his or her termination of service as a Director, with the value of the phantom
Common Stock units being the fair market value of an equal number of shares of
the Company's Common Stock on the date of payment, subject to adjustment as
provided herein.

9.       PAYMENT OF DEFERRED COMPENSATION. No withdrawal may be made from the
participant's Account prior to date a participant terminates service as a
Director. A participant's Account shall commence to be distributed

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to him or her as soon as administratively practicable following termination of
service as a Director. Deferred compensation and dividends (including
appreciation or loss) thereon will be payable either in whole shares of
Conceptus, Inc. Common Stock or cash, or a combination thereof, in a lump sum or
in ten substantially equal annual installments as elected by the participant
chooses, subject to the participant's right to change such method of
distribution no later than twelve months prior to the first date deferred
compensation is to be paid. If a participant elects to receive payment from his
or her Account in installments, the participant's Account will continue to
accrue dividends (and appreciation or loss) during the installment period.
Dividends credited to a participant's Account during the installment period will
be paid on the next installment payment date. The amount of cash to be
distributed under a participant's cash election shall be determined by
multiplying the number of phantom units in his or her Account immediately
preceding the date of distribution by the closing price of Conceptus, Inc.
Common Stock for the immediately preceding trading day. Any portion of a
participant's Account attributable to fractional shares of Conceptus, Inc.
Common Stock shall be paid in cash at the same time (or times) as the
participant is otherwise paid the amount his or her Account.

10.      CHANGE IN CONTROL. A "Change in Control" shall mean: (a) a dissolution
or liquidation of the Company, (b) a merger or consolidation in which the
Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company or their relative stock holdings), (c) a merger
in which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger (other than any
stockholder that merges, or which owns or controls another corporation that
merges, with the Company in such merger) cease to own their shares or other
equity interest in the Company, (d) the sale of substantially all of the assets
of the Company, or (e) the acquisition, sale, or transfer of more than 50% of
the outstanding shares of the Company by tender offer or similar transaction.

         Notwithstanding any other provision of the Plan, if a Change of Control
occurs, then the Company shall create a trust or take such other actions as are
appropriate to protect each participant's Account. In addition, at the
discretion of the acquiring or successor entity in a Change in Control, payments
of amounts hereunder made following such Change in Control may be made in cash
or securities of such acquirer or successor (and need not be in shares of
Company Common Stock); provided that the exercise of such discretion shall not
reduce the value of a participant's Account (determined as of the date a
participant receive payment under the Plan) below its value immediately prior to
the Change in Control.

11.      DESIGNATION OF BENEFICIARY. A participant may designate a beneficiary
or beneficiaries which shall be effective upon filing written notice with the
Secretary of the Company on the form provided for that purpose. If no
beneficiary is designated, the beneficiary will be the participant's estate. If
more than one beneficiary statement has been filed, the beneficiary or
beneficiaries designated in the statement bearing the most recent date will be
deemed the valid beneficiary or beneficiaries.

12.      DEATH OF PARTICIPANT OR BENEFICIARY. In the event of a participant's
death before he or she has received the full value of his or her Account, the
then current value of the participant's Account shall be determined as of the
day immediately following death and such amount shall be paid to the beneficiary
or beneficiaries of the deceased participant as soon as practicable thereafter
in cash in a lump sum. If no designated beneficiary has been named or survives
the participant, the beneficiary will be the participant's estate.

13.      PARTICIPANT'S RIGHTS UNSECURED. The right of any participant or
beneficiary 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 the Account or any other assets of the
Company.

14.      STATEMENT OF ACCOUNT. Statements will be sent to participants following
the end of each year as to the value of their Accounts as of December 31 of such
year.

15.      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.

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16.      ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company. The Committee
shall conclusively interpret the provisions of the Plan and shall make all
determinations under the Plan. The Committee shall act by vote or written
consent of a majority of its members.

17.      AMENDMENT OR TERMINATION OF PLAN. This Plan may at anytime 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 on his or her prior
elections.

18.      ADJUSTMENTS. In the event of any change in the outstanding shares of
Common Stock by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares or
other similar corporate change, the Committee will make such adjustments, if
any, as it in its sole discretion deems equitable in the number of shares of
Common Stock with respect to which a participant's phantom Common Stock Units
are referenced, such adjustments to be conclusive and binding upon all parties
concerned.

19.      GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of California, without regard to the
conflicts of law provisions thereof.