<PAGE>

                                    PHYSIO-CONTROL

                        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN























PHYSIO-CONTROL INTERNATIONAL CORPORATION
11811 WILLOWS ROAD NORTHEAST
POST OFFICE BOX 97006
REDMOND, WA 98073-9706 USA


<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                           PAGE
<S>                                                                         <C>

 1. Administration                                                           3

 2. Application to Physio-Control Corporation                                3

 3. Eligibility and Participation                                            4

 4. Retirement Benefits                                                      4

 5. Time and Manner of Payment                                               5

 6. Pre-retirement Death Benefit                                             6

 7. Disability Benefit                                                       6

 8. Benefits After Termination of Employment                                 7

 9. Absence of funding                                                       8

10. Claims Procedure                                                         8

11. Amendment and Termination                                                8

12. General Provisions                                                       9

13. Effective Date                                                          10
</TABLE>


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<PAGE>

                                    PHYSIO-CONTROL

                        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





     Physio-Control International Corporation ("Physio-Control") provides 
retirement benefits for its employees and the employees of its domestic 
subsidiaries through the Physio-Control Team Savings Plan (the "Savings 
Plan") and The Physio-Control Retirement Plan (the "Retirement Plan").

     In order to supplement benefits provided for key executives under the 
Retirement Plan and the Savings Plan, Physio-Control adopts the 
Physio-Control Supplemental Executive Retirement Plan (the "Plan"), effective 
 as of April 1, 1998.  Benefits under the Retirement and Savings Plan are 
separate from and in addition to any benefits under this Plan.

     1.    ADMINISTRATION

     1.1   This Plan shall be administered by a Plan Administrator who shall 
be the chief executive officer of Physio-Control (the "CEO").  The CEO shall 
consult with and delegate responsibilities to such other persons as the CEO 
may choose.

     1.2   The Plan Administrator shall interpret and administer the Plan, 
consistent with and pursuant to the terms of this Plan, and for that purpose 
may make, amend or revoke rules and regulations at any time.  The Plan 
Administrator shall also make determinations about benefits.  Any decision of 
the Plan Administrator within his or her authority shall be final and binding 
on all parties.

     1.3   This Plan is intended to be and shall be administered and 
maintained as an unfunded plan primarily for the purpose of providing 
deferred compensation for a select group of management or highly compensated 
employees within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of 
the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

     2.    APPLICATION TO PHYSIO-CONTROL AFFILIATES

     2.1  Physio-Control has adopted this Plan and any affiliate approved by 
Physio-Control may adopt this Plan with respect to its employees by a 
statement in writing that is signed by the affiliate and CEO.


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     2.2   "Affiliate" means a corporation, person or other entity that is a 
member, with Physio-Control, of a controlled group of corporations or a group 
of trades or businesses under common control under sections 414(b) or (c) of 
the Internal Revenue Code.  "Employer" means Physio-Control and any adopting 
affiliate.

     2.3   If an Employer ceases to be an affiliate of Physio-Control, the 
Plan shall be terminated as to the participants employed by that Employer and 
paragraph 11.2 shall apply.

     2.4   If an Employer merges, consolidates or otherwise reorganizes or if 
its business or assets are acquired by another entity and it remains an 
affiliate of Physio-Control, this Plan shall continue with respect to those 
eligible individuals who continue as employees of the successor company.  The 
transition of Employers shall not be considered a termination of employment 
for purposes of this Plan.

     2.5   Transfer of employment to a non-adopting affiliate shall not cause 
a termination of participation in this Plan.

     2.6   Benefits payable under this Plan shall be an obligation of 
Physio-Control, which may charge the cost back to the employer of the 
participant.

     3.    ELIGIBILITY AND PARTICIPATION

     3.1   Any key executive of an Employer  shall be eligible to participate 
in this Plan.  The Board of Directors of Physio-Control (the "Board") shall 
select the participants from those eligible employees recommended by the CEO.

     3.2   Subject to paragraph 11.2, participation shall continue until 
death, retirement or other termination of employment.

     4.    RETIREMENT BENEFITS

     4.1   A participant shall be entitled to retirement benefits under this 
Plan on termination of employment after reaching one of the following dates:

           (a)  Normal retirement date, which is age 65.
           (b)  Early retirement date, which is any day after age 60, but
                before age 65.

     4.2   A participant's normal retirement benefit shall be an annual 
annuity for the life of the participant equal to 40 percent of the 
participant's Final Average Annual Pay under paragraph 4.4.

     4.3   A participant's early retirement benefit shall be an annual 
annuity for the life of the participant that is the actuarial equivalent of 
the participant's normal retirement benefit under paragraph 4.2


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<PAGE>


     4.4   "Final Average Annual Pay" means the highest average annual 
compensation in any three  calendar years as follows:

           (a)  Compensation shall be considered only during the last five
                consecutive calendar years of employment by Employer, or all
                years if fewer than three.

           (b)  Years of reduced compensation during an absence for medical,
                disability or other authorized reasons shall be disregarded.

           (c)  Years separated by a period when the participant is not
                employed by Employer, or a period described in (b) above,
                shall be treated as consecutive.

     4.5   A participant's "Compensation" means total direct pay reportable 
on Form W-2, subject to the following provisions:

           (a)  Employee elective contributions pursuant to salary reduction
                arrangements under the Savings Plan, a nonqualified deferred
                compensation plan or any cafeteria plan under Internal
                Revenue Code Section 125 shall be added back.

           (b)  Extraordinary pay, such as  cashouts of accumulated sick or
                vacation pay, amounts received from the Retirement or
                Savings Plans or a nonqualified deferred compensation plan,
                severance pay, gains on the exercise of stock options and
                imputed income from expense reimbursements or taxable fringe
                benefits shall be excluded.

     4.6   "Actuarial equivalents" shall be determined by an enrolled actuary 
retained for the Plan based upon the following:

           (a)  Interest rates shall be the interest rates that would be
                used (as of January 1 in the pertinent calendar year) by the
                Pension Benefit Guaranty Corporation for determining the
                present value of a lump sum distribution on plan
                termination.

           (b)  Mortality rates shall be based on the 1984 Unisex Pension
                mortality table (UP-84).

     5.    TIME AND MANNER OF PAYMENT

     5.1   Retirement benefits shall start as of the first day of the second 
month after early or normal retirement.

     5.2   A participant may elect to delay the start of early retirement 
benefits to any date before age 65.  Regardless of the time payments start, 
the value of the benefit shall be the actuarial equivalent of the early 
retirement benefits under paragraph 4.3

                                                                              5



<PAGE>

     5.3   A participant may elect the form of retirement benefit as follows:

           (a)  Regardless of the form, the value of the benefit shall be the 
                actuarial equivalent of the normal or early retirement benefit 
                under paragraph 4.2 or 4.3, as applicable.

           (b)  The forms of benefit shall be the following:

                (1)  An annual annuity, payable monthly, for the
                     life of the participant.

                (2)  If the participant is married, a contingent
                     annuity with reduced payments during the
                     participant's life and a fixed percentage, as
                     elected by the participant, of the payments
                     continuing to the surviving spouse after the
                     participant's death.

     6.    PRE-RETIREMENT DEATH BENEFIT

     6.1   A benefit shall be paid to the surviving spouse of a participant, 
whether or not vested, who dies when the   participant is legally married to 
the surviving spouse at death and was throughout the year before death.

     6.2   The spouse's death benefit shall be determined in accordance with 
the following rules:

           (a)  The benefit shall be an annual annuity for the life of
                the spouse.

           (b)  If the participant was eligible to retire, the benefit
                shall be determined as though the participant had
                retired on the date of death, selected a 50 percent
                contingent annuity and then died.

           (c)  If the participant was not eligible to retire, the
                benefit shall be based on the accrued benefit at death
                and shall be determined as though the participant was
                fully vested and had separated from service on the date
                of death, survived until earliest retirement age,
                retired, selected a 50 percent contingent annuity and
                then died.  No benefits shall accrue after death or
                other separation from service.

     6.3   The spouse's death benefit shall start as of the first day of the 
second month after the participant's death.

     6.4   If a participant dies before age 65, the surviving spouse may 
elect to delay the start of death benefits to any date before the day the 
participant would have attained age 65.

     6.5   Regardless of the time payments begin, the spouse's death benefit 
shall be the actuarial equivalent of the benefit under paragraph 6.3.

     7.    DISABILITY BENEFIT

     7.1   A participant who is disabled as defined in the Retirement Plan 
shall be treated as employed and continue to accrue Years of Service under 
this Plan.


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<PAGE>

     7.2   Pay shall not be projected during a period of disability.  A 
disabled participant who continues to accrue Years of Service shall be 
treated like any other participant until the disability ends or the 
participant dies, reaches age 65 or reaches a termination date under 
paragraph 11.2.  In the event of death, attainment of age 65 or a termination 
date after disability, the participant's benefits under this Plan shall be 
determined in the same manner as for any other participant.

     8.    BENEFITS AFTER TERMINATION OF EMPLOYMENT

     8.1   A participant whose employment terminates before eligibility for 
retirement shall be entitled only to vested, accrued benefits.

     8.2   Subject to 8.4 and 8.5, a participant shall be vested in accrued 
benefits as follows based on Years of Service:

<TABLE>
<CAPTION>

                    Years of Service    Vesting Percentage
                    ----------------    ------------------
                       <S>                    <C>
                       Less than 5              0%
                        5 or more             100%
</TABLE>

     8.3   Subject to 7.1, a "Year of Service" means a Year of Service on or 
after January 1, 1992 for vesting under the Retirement Plan.

     8.4   A participant who becomes eligible for retirement while employed 
by Employer shall be fully vested.

     8.5   The four participants in the Plan effective as of April 1, 1998 
(Richard O. Martin, Robert M. Guezuraga, Joseph J. Caffarelli, V. Marc 
Droppert) shall be 100 percent vested in their accrued benefits upon 
involuntary termination without cause.  The following shall constitute cause 
for this purpose:

           (a)  Persistent, material failure or refusal by the
                participant to carry out with reasonable competence
                assigned duties consistent with the participant's
                position and scope of responsibilities.

           (b)  Misconduct by the participant materially injurious to
                Physio-Control. 

           (c)  Conviction of the participant of a felony.

     8.6   A participant's accrued benefit at any time shall be the normal 
retirement benefit under paragraph 4.2, based on Final Annual Average Pay at 
that time.

     8.7   Benefits for a vested, terminated participant shall be paid as 
follows:  

           (a)  Benefits shall normally start as of the first day of
                the second month after normal retirement date.

           (b)  A vested terminated participant may elect to
                accelerate the start of benefits to any date after
                age 60.  Regardless of the time payments start,
                the value of the benefits shall be the actuarial
                equivalent of those payable at age 65.


                                                                              7

<PAGE>

           (c)  A participant may elect among the forms of benefit in
                paragraph 5.3(b).  Regardless of the form, the value of
                the benefit shall be the actuarial equivalent of the
                normal retirement benefit under 4.2.



     9.    ABSENCE OF FUNDING

     This Plan and any benefits payable under it shall be unfunded and shall 
be payable only from the general assets of Physio-Control.  Participants and 
spouses shall have no interest in any assets of Physio-Control and shall have 
no rights greater than the rights of any unsecured general creditor of 
Physio-Control.

    10.    CLAIMS PROCEDURE

    10.1   Any person claiming a payment or requesting information, an 
interpretation or a ruling under this Plan shall present the request in 
writing to the Plan Administrator, who shall respond in writing as soon as 
practicable.

    10.2   If the claim or request is denied, the written notice of denial 
shall state the following:

           (a)  The reasons for denial, with specific reference to the Plan
                provisions on which the denial is based.

           (b)  A description of any additional material or information
                required and an explanation of why it is necessary.

           (c)  An explanation of the Plan's claim review procedure.

    10.3   Any person whose claim or request is denied or who has not 
received a response within 30 days may request review by notice in writing to 
the Plan Administrator.  The initial claim decision shall be review by the 
Plan Administrator who may, but shall not be required to, grant the claimant 
a hearing.  On review, whether or not there is a hearing, the claimant may 
have representation, examine pertinent documents and submit issues and 
comments in writing.

    10.4   The decision on review shall normally be made within 60 days.  If 
an extension is required for a hearing or other special circumstances, the 
claimant shall be so notified and the time limit shall be 120 days.  The 
decision shall be in writing and shall state the reasons and relevant Plan 
provisions.  All decisions on review shall be final and bind all parties 
concerned.

    11.    AMENDMENT AND TERMINATION

    11.1   The Board may amend this Plan at any time subject to the
           following:

           (a)  No amendment shall reduce any participant's previously
                accrued benefit or the vested percentage of that accrued
                benefit, or, prior to January 1, 2000, change the rate at
                which benefits accrue under paragraph 4 and vest under
                paragraph 8.


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<PAGE>

           (b)  No amendment shall reduce the rights preserved on
                termination under paragraph 11.2

    11.2   The Board may terminate this Plan or terminate the participation
of one or more participants at any time as follows:

           (a)  The termination date shall not be effective earlier than the
                first day of  January, 2000, and shall in no event be
                effective until written notice is given to affected
                participants.

           (b)  Each affected participant's vested, accrued benefits as of
                the termination date shall be payable in accordance with the
                rules of  paragraph 11.3.

           (c)  Final Average Annual Pay and Years of Service shall be
                determined as of the termination date.  No further benefits
                shall accrue after that date.  Benefits that are not vested
                as of the termination date shall be forfeited.

    11.3   Vested, accrued benefits under paragraph 11.2(b) shall be payable
as follows:

           (a)  Subject to (b), the benefits shall be paid under the terms
                of the Plan in effect as of the termination date.

           (b)  No pre-retirement death benefit shall be paid to the
                surviving spouse of an affected participant who dies after
                the termination date.

    12.    GENERAL PROVISIONS

    12.1   No interest of any participant or spouse under this Plan may be 
directly or indirectly assigned, transferred, seized by legal process or 
subjected to the claims of creditors in any way.  This Agreement shall be 
binding on the successors and assigns of Physio-Control.

    12.2   Nothing in this Plan shall give any employee the right to continue 
employment. This Plan shall not prevent discharge of any employee at any 
time for any reason.

     12.3  This Plan shall be construed according to the laws of Washington 
except as preempted by Federal law.

     12.4  Notice to a participant under this Plan shall be in writing and 
shall be effective when actually delivered or, if mailed, when deposited 
postpaid as first-class mail.  Mail shall be directed to the address shown on 
Physio-Control records or such other address as a participant may specify by 
notice in writing to Physio-Control.

     12.5  If suit or action is instituted to enforce any rights under this 
Plan, the prevailing party may recover from the other party reasonable 
attorney's fees at trial and on any appeal.


                                                                              9



<PAGE>

     12.6  Physio-Control shall indemnify and defend the Plan Administrator, 
or any other officer, director or employee of an Employer from any claim or 
liability that arises from any action or inaction in connection with the 
Plan, subject to the following rules:

           (a)  Coverage shall be limited to actions taken in good faith
                that the fiduciary reasonably believed were not opposed to
                the best interests of the Plan.

           (b)  Negligence by the fiduciary shall be covered to the fullest
                extent permitted by law.

           (c)  Coverage shall be reduced to the extent of any insurance
                coverage.

     12.7  The Plan Administrator may decide that because of the mental or 
physical condition of a person entitled to payments, or because of other 
relevant factors, it is in the person's best interest to make payments to 
others for the benefit of the person entitled to payment.  In that event the 
Plan Administrator may in its discretion direct that payment be made to one 
or more of the following:

           (a)  To a parent or spouse or a child of legal age.

           (b)  To a legal guardian.

           (c)  To one furnishing maintenance, support or hospitalization.

     12.8  In the event that any portion of the value of a participant's 
benefit under this Plan shall cause a participant to be subject to the tax 
(the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 
1986, as amended (the "Code"), Physio-Control shall pay to such participant 
at the time specified below, an amount (the "Gross Up Payment") such that the 
net amount retained by the employee of such payment, after deduction of (i) 
any Excise Tax (plus interest and penalties on such tax) on the portion of 
the value of participant's benefit under the Plan, and (ii) any federal, 
state and local income tax, FICA-Health Insurance tax, and Excise Tax 
(including any penalties and interest on such taxes) upon the payment 
provided for by this paragraph, shall be equal to zero.  Such payment shall 
be made thirty days prior to the date the participant is obligated to pay the 
Excise Tax.  Physio-Control's outside accountants shall determine the amount 
of the Gross up Payments, in cooperation with and as approved by the 
participant's accountants or attorneys.

      13.  EFFECTIVE DATE

           This Plan shall be effective as of April 1, 1998.



                                   PHYSIO-CONTROL INTERNATIONAL CORPORATION



                                   By :_______________________________ 
                                   Title:_____________________________


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