Exhibit 10.12     Amended and Restated Deferred Compensation Plan


Merit Medical Systems, Inc.

<TABLE>
<CAPTION>

                           DEFERRED COMPENSATION PLAN

                              Amended and Restated
                            Effective January 1, 2004


<S>                                                                                <C>
Article I
         Establishment and Purpose............................................Page 3

Article II
         Definitions..........................................................Page 3

Article III
         Eligibility and Participation........................................Page 9

Article IV
         Deferral Elections, Company Contributions, Account Valuation.........Page 9

Article V
         Distributions and Withdrawals.......................................Page 15

Article VI
         Administration......................................................Page 17

Article VII
         Amendment and Termination...........................................Page 19

Article VIII
         Informal Funding....................................................Page 20

Article IX
         Claims..............................................................Page 20

Article X
      General Conditions.....................................................Page 22
</TABLE>



                                       1
<PAGE>


                                    ARTICLE I

COMBINATION OF PLANS AND PURPOSE

Merit Medical Systems, Inc. (the "Company") hereby combines, amends and restates
the Merit Medical Systems,  Inc. Highly Compensated  Deferred  Compensation Plan
and  the  Merit  Medical  Systems,   Inc.  Select  Highly  Compensated  Deferred
Compensation Plan (collectively the "Predecessor Plans") into a single plan, the
Merit Medical  Systems,  Inc.  Deferred  Compensation  Plan (the  "Plan"),  and,
further,  hereby  amends and restates the  aforementioned  Predecessor  Plans as
follows,  effective January 1, 2004(the  "Effective  Date").  The purpose of the
Plan  remains  the  same  as it was in  the  previous  plans:  to  provide  each
participant  with an  opportunity  to defer  receipt  of a portion of his or her
salary,  bonus,  and other  specified  cash  compensation  that is designated as
deferrable  by  the  Plan  Administrator.  The  purpose  of  the  amendment  and
restatement is to add certain flexibility and additional features to the Plan.

The  amended  and  restated  Plan  is not  intended  to meet  the  qualification
requirements of Section 401(a) of the Internal  Revenue Code, but is intended to
be an unfunded arrangement providing deferred compensation to eligible employees
who are part of a select group of management or highly compensated  employees of
the Company  and other  Participating  Employers  within the meaning of Sections
201, 301 and 401 of ERISA.  The amended and rested Plan is intended to be exempt
from the  requirements  of  Parts 2, 3 and 4 of Title I of ERISA as a "top  hat"
plan, and to be eligible for the alternative  method of compliance for reporting
and disclosure available for unfunded "top hat" plans.

                                   ARTICLE II
                                   Definitions

2.1      Account  Balance.  Account Balance means,  with respect to the Deferred
         Compensation  Account  or a  Sub-Account,  the  total  value of all the
         Investment  Options in which the  Participant  deferrals,  and  Company
         Contributions,  have been Deemed Invested as of a specific date, taking
         into  account  the  value of all  distributions  from that  Account  or
         Sub-Account to the specific date.

2.2      Allocation   Election.   Allocation   Election  means  a  choice  by  a
         Participant of one or more Investment Options, and the allocation among
         them, in which future  Participant  deferrals  and/or existing  Account
         Balances are Deemed Invested for purposes of determining  earnings in a
         particular Sub-Account.

2.3      Allocation  Election Form.  Allocation Election Form means the form (or
         Website  screen)  approved  by the  Plan  Administrator  on  which  the
         Participant  makes  an  Allocation  Election,   Rebalances  the  Deemed
         Investment of a Sub-Account, or elects a Transfer.

2.4      Annual Valuation Date. Annual Valuation Date shall mean the anniversary
         of the Termination Valuation Date or In Service Distribution  Valuation
         Date utilized to determine the amount of an annual installment payment.

2.5      Beneficiary.  Beneficiary  means a  natural  person,  estate,  or trust
         designated  by a  Participant  on  the  form  designated  by  the  Plan
         Administrator  to receive  benefits to which a Beneficiary  is entitled
         under and in accordance with provisions of the Plan. The  Participant's
         estate shall be the Beneficiary if:

         a.   the  Participant  has not  designated a natural person or trust as
              Beneficiary, or

         b.   the designated Beneficiary has predeceased the Participant.

                                       2
<PAGE>

2.6      Change in Control.  Change in Control means the  occurrence of: (a) any
         merger or  consolidation  in which  the  Company  is not the  surviving
         corporation and which results in the holders of the outstanding  voting
         securities of the Company (determined  immediately prior to such merger
         or consolidation) owning less than a majority of the outstanding voting
         securities  of  the  surviving  corporation   (determined   immediately
         following  such merger or  consolidation),  (b) any sale or transfer by
         the Company of all or  substantially  all of its assets,  other than to
         another  entity  in  which  the  holders  of  the  outstanding   voting
         securities  of  the  Company  (determined  immediately  prior  to  such
         transfer or sale) continue to own a majority of the outstanding  voting
         securities  immediately  after the transfer or sale,  or (c) any tender
         offer or exchange offer for or the acquisition, directly or indirectly,
         by any  person or group of all or a  majority  of the  then-outstanding
         voting securities of the Company.

2.7      Chief Executive Officer.  Chief Executive Officer means Chief Executive
         Officer of the Company.

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

2.9      Company.  Company means Merit Medical Systems, Inc.

2.10     Company  Contributions.  Company  Contributions  shall mean all Company
         Discretionary   Contributions,   if  any,   made  with   respect  to  a
         Participant.

2.11     Company    Discretionary    Contributions.     Company    Discretionary
         Contributions     shall    mean    credits    to    a     Participant's
         Retirement/Termination  Sub-Account  by the Company or a  Participating
         Employer at a time and in an amount  determined in the sole  discretion
         of the Company.

2.12     Compensation.  Compensation  shall mean, for purposes of this Plan, the
         following  items  paid or payable  by the  Company  or a  Participating
         Employer to a Participant:  base salary  (including any deferred salary
         under a Code  Section  401(k) or 125  plan),  annual  bonus,  quarterly
         bonus,  commissions,  and such other cash  compensation (if any) as the
         Plan  Administrator  designates as  Compensation  eligible for deferral
         under this Plan.

2.13     Compensation Deferral Agreement.  Compensation Deferral Agreement shall
         mean the deferral election form, or such other form(s) furnished by the
         Plan  Administrator (or screens on the Participant  Website approved by
         the Plan Administrator),  on which a Participant elects: (a) the amount
         of deferral and type of Compensation  (base salary,  bonus, etc.) to be
         deferred beginning the first day of the following Plan Year; (b) any In
         Service  Distribution  Dates  for that  year's,  or a  portion  of that
         year's,   deferrals  (thus  effectively   designating  the  In  Service
         Sub-Accounts  to which such deferrals  will be allocated);  and (c) the
         form of  payment  elections  for  Termination  Benefits  and In Service
         Distributions.  The  Allocation  Election  Form  may  be  part  of  the
         Compensation  Deferral  Agreement,   in  the  discretion  of  the  Plan
         Administrator.

2.14     Death  Benefit.  Death Benefit shall mean a  distribution  of the total
         amount of the  Participant's  Deferred  Compensation  Account  Balance,
         including any remaining unpaid In Service Sub-Account  balances, to the
         Participant's  Beneficiary(ies)  in  accordance  with  Article V of the
         Plan.

                                       3
<PAGE>

2.15     Deemed  Investment.  A Deemed  Investment (or "Deemed  Invested") shall
         mean  the  notional   conversion   of  a  dollar   amount  of  deferred
         Compensation  and Company  Contributions  credited  to a  Participant's
         Deferred  Compensation  Account into hypothetical shares or units (or a
         fraction  of  such  measures  of  ownership,   if  applicable)  of  the
         underlying  investment (e.g.  mutual fund or other investment) which is
         referred to by the Investment  Option(s)  selected by the  Participant.
         The  conversion  shall occur as if shares (or units) of the  designated
         investment were being  purchased (or sold, for a  distribution)  at the
         purchase  price as of the  close of  business  of the day on which  the
         Deemed Investment  occurs. At no time shall a Participant have any real
         or  beneficial   ownership  in  the  actual  investment  to  which  the
         Investment  Option  refers,  irrespective  of  whether  such  a  Deemed
         Investment is mirrored by an actual identical investment by the Company
         or a trustee acting on behalf of the Company.

2.16     Deferred  Compensation  Account ("Account").  A Participant's  Deferred
         Compensation  Account  shall  mean the  aggregate  of all  Sub-Accounts
         maintained  for  Participant   deferrals  and  Company   Contributions,
         together  with a  record  of  Deemed  Investments  in  accordance  with
         Participants'   Allocation   Elections,   minus  any   withdrawals   or
         distributions  from  said  Account.  The  Account,  and  all  component
         Sub-Accounts,  shall be a  bookkeeping  account  utilized  solely  as a
         device for the  measurement  of  amounts to be paid to the  Participant
         under the Plan. The Account, and all Sub-Accounts, shall not constitute
         or be  treated as an escrow,  trust  fund,  or any other type of funded
         account for Code or ERISA  purposes  and,  moreover,  amounts  credited
         thereto shall not be considered "plan assets" for ERISA purposes.

2.17     Deferred Compensation  Committee or "Committee".  Deferred Compensation
         Committee,  or  "Committee"  means a  committee  of at least  three (3)
         officers of the Company appointed by the Chief Executive  Officer,  who
         shall serve until the earlier of  termination of service or appointment
         of a replacement by the Chief Executive Officer.

2.18     Disability.  Disability means  "permanent  disability" of a Participant
         within the meaning of the provisions of the Qualified Plan in effect on
         the Effective Date.

2.19     Eligibility  Period.  Eligibility Period means the 12-month period that
         begins October 1 and ends September 30 prior to the commencement of the
         Plan Year for which eligibility is being determined.

2.20     Eligible Employee. Eligible Employee means an Employee who is part of a
         select  group of  management  or highly  compensated  employees  of the
         Company  or  another  Participating  Employer  within  the  meaning  of
         Sections  201,  301 and 401 of ERISA,  who  satisfies  the  eligibility
         criteria  in  Section  3.1,  and who is  designated  in  writing by the
         Committee as eligible to participate in the Plan.

2.21     Employee.  Employee means a full-time  salaried employee of the Company
         or a Participating Employer.

2.22     Employer. Employer means the Company and Participating Employers. As to
         any Participant,  the Employer is the entity or entities that employ or
         employed the Participant.

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

                                       4
<PAGE>

2.24     In Service  Distribution.  In Service Distribution shall mean a payment
         to the Participant  following a date elected by the Participant (the In
         Service  Distribution  Date) of the amount  represented  by the account
         balance in the In  Service  Sub-Account  pertaining  to that In Service
         Distribution. In Service Distributions shall be made in accordance with
         Participants' In Service Distribution form of payment election.

2.25     In Service  Sub-Account.  In Service  Sub-Account shall mean a separate
         Sub-Account of the Deferred  Compensation  Account,  created whenever a
         Participant  elects a new In  Service  Distribution  Date (not  already
         established with a Sub-Account)  with respect to a portion,  or all, of
         his or  her  deferral  contributions,  to  which  such  portion  of the
         deferral  contributions  specified by the  Participant  is credited and
         Deemed  Invested  in  accordance  with  the  Participant's   Allocation
         Election.

2.26     In Service  Distribution Date. In Service  Distribution Date shall mean
         the date selected by the  Participant,  following  which the In Service
         Distribution  Sub-Account  Balance shall be  distributed  in accordance
         with the Plan

2.27     In  Service  Distribution   Valuation  Date.  In  Service  Distribution
         Valuation  Date shall mean the last day of the calendar  month in which
         the In Service Distribution Date falls.

2.28     Investment  Option.  Investment  Option  shall mean a security or other
         investment such as a mutual fund, life insurance sub-account,  or other
         investment  approved by the  Committee for use as part of an Investment
         Option menu,  which a  Participant  may elect as a measuring  device to
         determine  Deemed  Investment  earnings  (positive  or  negative) to be
         credited  (if   positive)  or  charged   against  (if   negative)   the
         Participant's  Account or  Sub-Account.  The Participant has no real or
         beneficial ownership in the security or other investment represented by
         the Investment Option.

2.29     Participant.  Participant  means  an  Eligible  Employee  who:  (a)  is
         selected to participate in this Plan in accordance with Section 3.1 and
         has elected to defer  Compensation  in accordance  with the Plan in any
         Plan Year; (b) has received a Company  Discretionary  Contribution;  or
         (c) has an Account Balance in his or her Deferred Compensation Account,
         including any Sub-Account, greater than zero prior to his or her death.
         A Participant's  continued  participation in the Plan shall be governed
         by Section 3.2 of the Plan.

2.30     Participating  Employer.  Participating  Employer means a subsidiary or
         affiliate  of the  Company  that (a) is a member  of the same  commonly
         controlled  group of corporations  or trades or businesses  (within the
         meaning  of  Code  Section  414(b)  and  (c))  as is  the  Company  (b)
         participates as a co-sponsoring  employer in a Company  Qualified Plan,
         and (c) has adopted the Plan with the consent of the  Committee.  As of
         the Effective Date, Merit Services, Inc. and Merit Sensor Systems, Inc.
         are Participating Employers. The Committee may remove any subsidiary or
         affiliate  of the  Company  as a  Participating  Employer  at any  time
         effective upon written notice to that subsidiary or affiliate.

2.31     Plan. Plan means the Merit Medical Systems,  Inc. Deferred Compensation
         Plan as  documented  herein  and as may be  amended  from  time to time
         hereafter.

                                       5
<PAGE>

2.32     Plan  Administrator.  Plan Administrator shall mean a person or persons
         appointed  by  the  Deferred   Compensation   Committee  who  is  (are)
         responsible for the day-to-day  decision  making,  record keeping,  and
         administration of the Plan;  provided,  that the Plan Administrator may
         delegate  duties of the Plan  Administrator  to  employees or others to
         assist in the administration of the Plan.

2.33     Plan Year.  Plan Year means January 1 through December 31 each year.

2.34     Qualified Plan.  Qualified Plan means the Merit Medical  Systems,  Inc.
         401(k)  Profit  Sharing  Plan  or  any  successor   retirement  plan(s)
         maintained by the Company that is intended to qualify under Section 401
         of the Code.

2.35     Rabbi Trust. Rabbi Trust means a trust established under Section 8.2(b)
         below, if any.

2.36     Rebalance.  Rebalance means an Allocation  Election which pertains to a
         Participant's  then  existing  Sub-Account  and which  reallocates  the
         Sub-Account Balance among Investment Options available in the Plan.

2.37     Retirement/Termination  Benefit.  Retirement/Termination  Benefit shall
         mean a distribution of the Participant's  Deferred Compensation Account
         Balance,  including all unpaid In Service Sub-Account  balances, to the
         Participant (or Beneficiary) as specified in Section 5.2 of the Plan.

2.38     Retirement/Termination Sub-Account.  Retirement/Termination Sub-Account
         shall  mean that  portion  of the  Deferred  Compensation  Account  not
         allocated to In Service Sub-Accounts.

2.39     Sub-Account.   Sub-Account   shall  mean  a  portion  of  the  Deferred
         Compensation Account maintained separately by the Plan Administrator in
         order to properly administer the Plan.

2.40     Termination  of Employment.  Termination  of Employment  shall mean the
         termination  of a  Participant's  employment  with his or her Employer,
         voluntarily or involuntarily for any reason;provided,  however,  that a
         transfer of  employment  between the Company and another  Participating
         Employer or between two Participating  Employers shall not be deemed to
         be a  Termination  of  Employment.  In the event that a  subsidiary  or
         affiliate of the Company that is a Participating  Employer subsequently
         ceases for any reason to be a Participating Employer, then effective as
         of the date of such  cessation all  Participants  then employed by that
         entity shall be deemed to have terminated employment.

2.41     Termination  Valuation Date.  Termination Valuation Date shall mean the
         last  day of the  calendar  month in which  Termination  of  Employment
         occurs.

2.42     Transfer.  Transfer means a partial Allocation Election with respect to
         a Participant's then existing Sub-Account where a Participant transfers
         a portion of the  Sub-Account  balance  from one  Investment  Option to
         another.

2.43     Years of Service.  Years of Service mean years of service as determined
         for vesting  purposes  under the provisions of the Qualified Plan as in
         effect on the Effective Date (i.e., 1,000 or more hours of service in a
         calendar  year),  including  any Years of  Service  with a  predecessor
         employer to the extent credited under the Qualified Plan.

                                       6
<PAGE>

                                   ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1      Eligibility and Participation. Except as provided in Section 3.2 below,
         each  Employee  who  satisfies  both  of  the  criteria  set  forth  in
         subsections  3.1(a) and (b) below during an Eligibility Period shall be
         an Eligible  Employee  with  respect to the first Plan Year  commencing
         after  that  Eligibility   Period.  No  other  Employee  may  become  a
         Participant or otherwise defer Compensation under the Plan.


         (a)  To be eligible an Employee  must have the following  position  and
         title:

         (1)   Chief Executive Officer; or
         (2)   Chief Financial Officer; or
         (3)   Champion Circle Sales Representative; or
         (4)   Chief Information Officer; or
         (5)   Controller--Staff; or
         (6)   Chief Operating Officer; or
         (7)   General Counsel; or
         (8)   Director; or
         (9)   Executive Vice President; or
         (10)  Founder; or
         (11)  General Manager--Staff; or
         (12)  National Accounts/Packer Sales Manager; or
         (13)  National Sales Manager; or
         (14)  President; or
         (15)  Regional Sales Manager; or
         (16)  Site Controller; or
         (17)  Site General Manager; or
         (18)  Site President; or
         (19)  Vice President; or
         (20)  Such  other   positions  as  permit  the  Employee  to  influence
               executive management with respect to company policy, particularly
               regarding the amount and form of their remuneration for services,
               as determined by the Committee in its discretion; and

         (b)  To be  eligible,  an Employee  must receive  Compensation  for the
              Eligibility  Period  (i) in excess of that  required  for  "highly
              compensated  employee"  status under Code Section 414 with respect
              to   tax-qualified   retirement   plans,   determined  as  if  the
              Eligibility Period were the applicable  qualified Plan Year and as
              if highly  compensated  employee status were based on compensation
              for that Plan Year;  (ii) sufficient to place such Employee in the
              highest  six  percent  (6%) of the  Employers'  payroll  for  that
              Eligibility  Period;  and (iii)  greater  than 250  percent of the
              average   (mean)   Compensation   of  all  Employees   during  the
              Eligibility Period.

3.2      Duration.  Once  an  Eligible  Employee  becomes  a  Participant,  such
         Employee  shall  continue to be a  Participant  so long as he or she is
         entitled to receive benefits hereunder,  notwithstanding any subsequent
         Termination  of  Employment  or other  cessation  of Eligible  Employee
         status.  The foregoing sentence  notwithstanding,  an Eligible Employee
         who fails to qualify  during any  Eligibility  Period after having once
         qualified,  will continue to be a Participant  in the Plan with respect
         to his or her  Account  Balances,  but will not be  permitted  to defer
         Compensation during the first Plan Year commencing after the end of the
         Eligibility Period during which he or she failed to qualify. Failure to
         qualify  for three (3)  consecutive  Eligibility  Periods,  once having

                                       7
<PAGE>

         qualified  as an  Eligible  Employee,  will be  considered  grounds for
         termination from the Plan, in the sole discretion of the Committee.  In
         such instance, a terminated  Participant will receive a single lump sum
         payment  of the  vested  portion  of his or her  Deferred  Compensation
         Account  (including  all In  Service  Sub-Accounts),  and  will  not be
         considered  an  Eligible   Employee   until  the  close  of  the  first
         Eligibility  Period  after he or she again  satisfies  the  eligibility
         criteria.

3.3      Revocation of Future  Participation.  Notwithstanding the provisions of
         Section 3.2, the Committee may revoke a  Participant's  eligibility  to
         make future deferrals under this Plan at any time for any other reason,
         in its sole discretion. Such revocation will not affect in any manner a
         Participant's  Deferred  Compensation  Account  or other  terms of this
         Plan.

3.4      Notification.  Each newly  Eligible  Employee  shall be notified by the
         Plan   Administrator,   in  writing,  of  his  or  her  eligibility  to
         participate in this Plan.


                                   ARTICLE IV
  DEFERRAL ELECTIONS, COMPANY CONTRIBUTIONS, AND PARTICIPANT ACCOUNT VALUATION

4.1      Deferral Elections, generally

        (a)   A Participant  shall make a "Deferral  Election" under the Plan by
              completing  and  submitting  to the Plan  Administrator  a written
              Compensation Deferral Agreement provided by the Plan Administrator
              (or completing and electronically submitting the deferral election
              screen on the Participant website, when made available by the Plan
              Administrator).  Deferral Elections shall be made during an annual
              enrollment  period  established  by the Plan  Administrator  which
              shall end no later  than  December  1  preceding  the Plan Year to
              which the Deferral Election relates,  unless the enrollment period
              is extended  by the Plan  Administrator  because of  extraordinary
              circumstances.  In no event may an  enrollment  period be extended
              beyond  the last day of the month  prior to the  beginning  of the
              Plan  Year to which  the  Deferral  Elections  refer.  Other  cash
              Compensation  Deferral  Elections  (if  any are  permitted  by the
              Committee)  shall be made prior to the time such amounts have been
              earned,  during special  enrollment  periods announced by the Plan
              Administrator.    The   foregoing    portions   of   Article   III
              notwithstanding,  an Employee  who  becomes an  Eligible  Employee
              during any Plan Year will not be  eligible to  participate  in the
              Plan until the following the Plan Year. No Deferral  Election,  or
              modification  or revocation of a prior Deferral  Election shall be
              effective unless the Participant properly completes,  executes and
              timely submits to the Plan Administrator or its designated agent a
              Compensation  Deferral  Agreement  (or  other  form  or  available
              website screen approved by the Plan Administrator) containing that
              election. Any provision herein to the contrary notwithstanding, if
              a  Participant   receives  a  "hardship"   distribution  from  the
              Qualified Plan, the  Participant's  elective  deferrals  hereunder
              shall be suspended  for the period  required  under the  Qualified
              Plan and the applicable Treasury  Regulations relating to hardship
              distributions from qualified plans.

         (b)  Deferral   Elections   shall   pertain  to  a  single  Plan  Year.
              Participants  must make a new Deferral Election each year in order
              to defer  Compensation  during  the  following  Plan  Year.  If no
              Deferral  Election  is  received  from  a  Participant  during  an

                                       8
<PAGE>

              enrollment  period,  or if the Deferral  Election  received by the
              Plan Administrator is invalid and the discrepancy is not rectified
              prior to the end of the  enrollment  period,  then no deferrals of
              Compensation  will be permitted  for such  Participant  during the
              Plan Year following the enrollment period.

         (c)  A Deferral  Election  shall  designate in his or her  Compensation
              Deferral  Agreement (or on the appropriate  Website  screen,  when
              available) the types and amounts of Compensation to be deferred in
              each  Plan  Year to which  the  Deferral  Election  relates.  Such
              designation  may be expressed in whole  percentages of the type of
              Compensation in question or in flat dollar amounts.  A Participant
              may defer up to 100% of his or her  Compensation to be paid during
              the Plan Year to which the election refers. The foregoing sentence
              notwithstanding,  the Plan  Administrator  may establish a maximum
              deferral dollar amount for each Plan Year;  such maximum,  if any,
              will  be set  forth  on the  Compensation  Deferral  Agreement.  A
              Participant  may elect  different  percentages  or  amounts  to be
              deferred  from salary,  commissions,  annual  bonus and  quarterly
              bonus.

         (d)  Deferral  Elections  shall be made  during the  enrollment  period
              immediately  preceding the Plan Year during which the Compensation
              will be paid.

         (e)  The foregoing portions of this Article IV notwithstanding,  in the
              event a Participant's  Deferral  Election  results in insufficient
              non-deferred  Compensation from which to withhold taxes, Qualified
              Plan   contributions,    Code   Section   125   salary   reduction
              contributions  or other  amounts that the Employer is obligated to
              withhold in accordance with applicable law, the Deferral  Election
              shall be reduced as  necessary to allow the Company to satisfy tax
              withholding requirements.

         (f)  Deferrals  pertaining to base salary and/or  commissions  shall be
              deducted  on a pro rata basis  from a  Participant's  base  salary
              and/or  commissions  for each pay period during the Plan Year, and
              the  amount  deferred  shall  be  credited  to  the  Participant's
              Retirement/Termination  Sub-Account or In Service  Sub-Account(s),
              and a  Deemed  Investment  shall  be  made  in  the  investment(s)
              represented by the Investment Option(s) elected by the Participant
              as of the close of  business on the date it would  otherwise  have
              been paid as Compensation to the Participant. Deferrals pertaining
              to bonus awards shall be deducted from the Participant's  bonus on
              the date of payment of the bonus, and the amount deferred shall be
              credited  to  the  Participant's  Termination  Sub-Account  or  In
              Service  Sub-Account(s),  and a Deemed Investment shall be made in
              the investment(s)  represented by the Investment Option(s) elected
              by the  Participant  as of the  close of  business  on the date it
              would otherwise have been paid as Compensation to the Participant.

         (g)  The   Compensation   Deferral   Agreement   shall   indicate   the
              Participant's  election  of a  payment  schedule  for  his  or her
              Retirement/Termination  Benefit. A Participant shall elect to have
              such Retirement/Termination Benefit distributed: (i) a portion, or
              all,  in a single  lump sum  payable  as soon as  administratively
              practicable  following the Termination Valuation Date; and/or (ii)
              the  balance  (assuming  it is at least  $25,000) in up to fifteen
              (15) annual or up to 60 quarterly  installment payments payable at
              the time  described  in  Section  5.3.  An  election  of a payment
              schedule for a Participant's  Retirement/Termination Benefit shall

                                       9
<PAGE>
              pertain to the entire  Retirement/Termination  Sub-Account Balance
              (including unpaid In Service Sub-Account  Balances). A Participant
              shall be permitted to change his or her payment schedule  election
              at any time by filing a new Compensation Deferral Agreement (or by
              following  such  procedures  as are set by the Plan  Administrator
              regarding using the Participant website, when available), provided
              such  election is made at least  thirteen (13) months prior to the
              Participant's  date of  Termination  of  Employment.  Any  payment
              schedule  election made within  thirteen  months of Termination of
              Employment  shall be null and void,  and the most  recent  payment
              schedule election which is dated at least thirteen months prior to
              Termination of Employment will be in effect.

4.2      In Service Distribution Date Election.

         (a)  The  Compensation  Deferral  Agreement  shall  also  indicate  the
              Participant's  election  of In Service  Distribution  Date(s)  (if
              any). An In Service  Distribution  election  shall pertain to such
              portion of deferred  Compensation  for the Plan Year as elected by
              the  Participant  and shall cause an In Service  Sub-Account to be
              established  (unless such Sub-Account  already  exists),  to which
              such portion of deferred  Compensation  shall be credited.  In the
              event an In Service  Sub-Account has already been  established for
              the In  Service  Distribution  Date  referred  to in the  deferral
              election,  such portion of deferred Compensation shall be credited
              to the existing In Service Sub-Account.

         (b)  A  Participant  may elect to  establish  up to five (5) In Service
              Sub-Accounts.

         (c)  A Participant may change or cancel an In Service Distribution Date
              twice only, as follows:

                (i)   An  In  Service  Distribution  Date  change  (including  a
                      cancellation)  may be made by  completing,  executing  and
                      submitting to the Plan  Administrator  a new  Compensation
                      Deferral  Agreement  or such other form as may be provided
                      for In  Service  Distribution  Date  changes  by the  Plan
                      Administrator (or completing and electronically submitting
                      the appropriate  screen on the Participant  website,  when
                      available) at any time, so long as the date that such form
                      is  submitted  to  the  Plan  Administrator  is  at  least
                      thirteen (13) months prior to the In Service  Distribution
                      Date  being   changed   and  (except  in  the  case  of  a
                      cancellation)  results in a postponement of the In Service
                      Distribution Date by at least one year ; and

                (ii)  The In  Service  Distribution  Date may be  extended  to a
                      subsequent  year  (and  must be  extended  by at least one
                      year),  but it may not be made to  occur  sooner  than the
                      original date.

                (iii) Notwithstanding the foregoing,  an In Service Distribution
                      Date  may be  cancelled,  even  after  one  or  two  prior
                      changes. A cancellation of an In Service Distribution Date
                      shall cause the In Service Sub-Account  associated with it
                      to be merged into the Retirement/Termination Sub-Account.

                (iv)  Making  an  In  Service   Distribution   Date   change  or
                      cancellation  in  accordance  with the Plan is specific to
                      the In Service  Distribution to which it refers, and shall
                      not affect other In Service  Distributions  or the ability
                      of the  Participant  to make new In  Service  Distribution
                      elections with respect to new deferral contributions. 10

                                       10
<PAGE>

         (d)  Any  portion  of  a  deferral   not  credited  to  an  In  Service
              Distribution    Sub-Account    will    be    credited    to    the
              Retirement/Termination Sub-Account.

         (e)  The  Compensation  Deferral  Agreement  shall  also  indicate  the
              Participant's  election  of payment  schedule  for each In Service
              Distribution  Date.  Permitted  payment  schedules  for In Service
              Distributions  are a single lump sum or  (assuming  the In Service
              Distribution  Sub-Account  Balance is at least  $5,000) up to five
              (5)  annual or  twenty  (20)  quarterly  installment  payments.  A
              Participant  shall  be  permitted  to  change  his or her  payment
              schedule  election for an In Service  Distribution  at any time by
              completing, executing and filing with the Plan Administrator a new
              Compensation  Deferral  Agreement (or by following such procedures
              as  are  set  by  the  Plan  Administrator   regarding  using  the
              Participant  website,  when available),  provided such election is
              made  at  least  thirteen  (13)  months  prior  to the In  Service
              Distribution Date.

4.3      Company Contributions and Vesting

         (a)  Company Discretionary Contributions.  The Company may make Company
              Discretionary Contributions to one, some, all or no Participant(s)
              by   crediting   to  said   Participants'   Retirement/Termination
              Sub-Accounts effective at such times as the and in such amounts as
              the Company  determines in its sole and absolute  discretion.  The
              Company shall be under no obligation to make Company Discretionary
              Contributions  unless the Company expressly obligates itself to do
              so under a written agreement.  Company Discretionary Contributions
              and  Deemed  Investment  earnings  thereon  shall be  subject to a
              vesting schedule set forth in (d)  hereinbelow.  The Company shall
              have no  obligation  to treat  Participants  in an  equivalent  or
              similar    manner   with   respect   to   Company    Discretionary
              Contributions,  or to be consistent from year to year with respect
              to Company Discretionary Contributions.

         (b)  Deemed  Investments  shall  be  made  in the  same  manner  as for
              deferrals  (Section  4.1 of the  Plan)  on the  date  the  Company
              Matching Contribution is credited to the Participant's Termination
              Benefit Sub-Account.

         (c)  The Company  shall  establish a vesting  schedule for each Company
              Discretionary Contribution,  which shall be reduced to writing and
              provided to  Participants  who  receive the Company  Discretionary
              Contribution   either  at  the  time  the  Company   Discretionary
              Contribution  is made  or,  in the case of  Company  Discretionary
              Contributions  that "match"  Participant  deferral amounts (in any
              percentage),   prior  to  the   enrollment   period  during  which
              Participants will make Deferral  Elections that will be subject to
              the  "match".  If the Company  fails to provide a written  vesting
              schedule in accordance  herewith,  then the Company  Discretionary
              Contribution will be 100% vested when made.

4.4      Allocation Elections and Valuation of Accounts

         (a)  A Participant shall elect Investment  Options from a menu provided
              by the Plan  Administrator.  The initial election shall be made on
              the  Allocation  Election form approved by the Plan  Administrator
              (or Allocation Election Screen on the Participant website approved
              by the Plan Administrator) and shall specify the allocations among
              the Investment  Options elected.  A Participant may make different
              Allocation  Elections  for each  Sub-Account.  As of any  date,  a

                                       11
<PAGE>

              Participant's Sub-Accounts shall be valued as the sum of the value
              of all Deemed  Investments  on that date (or if that date is not a
              business day as of which publicly traded Investment Options can be
              readily  valued,  the most  recent day  preceding  that date as of
              which  the  publicly  traded  Investment  Options  can be  readily
              valued) after  subtracting any prior  withdrawals or distributions
              from said  Sub-Account.  Investment  Options  shall be utilized to
              determine the earnings attributable to the sub-account.  Elections
              of Investment Options do not represent actual ownership of, or any
              ownership rights in or to, the securities or other  investments to
              which the Investment  Options refer, nor is the Company in any way
              bound or  directed  to make actual  investments  corresponding  to
              Deemed Investments.

         (b)  The Committee,  in its sole discretion,  shall be permitted to add
              or remove  Investment  Options provided that any such additions or
              removals of Investment Options shall not be effective with respect
              to any period  prior to the  effective  date of such  change.  Any
              unallocated portion of a Sub-Account or any unallocated portion of
              new deferrals  shall be Deemed  Invested in an  Investment  Option
              referring to a money market based fund or sub-account.

         (c)  A Participant  may make a new Allocation  Election with respect to
              future  deferrals,  and may Rebalance or Transfer  funds in any of
              his or her Sub- Accounts, by completing,  executing and submitting
              to the Plan Administrator an amended Allocation  Election Form (or
              by accessing the website when  available),  provided that such new
              allocations, Rebalances or Transfers shall be in increments of one
              percent (1%),  and  Rebalances  and Transfers  apply to the entire
              Sub-Account Balance.  New Allocation  Elections,  Rebalances,  and
              Transfers  may be  made  on any  business  day,  and  will  become
              effective on the same  business day or, in the case of  Allocation
              Elections  received  after a cut-off time  established by the Plan
              Administrator, the following business day.

         (d)  Notwithstanding  anything  in this  Section to the  contrary,  the
              Company shall have the sole and exclusive  authority to invest any
              or  all  amounts  deferred  in  any  manner,   regardless  of  any
              Allocation   Elections  by  any   Participant.   A   Participant's
              Allocation   Election   shall  be  used  solely  for  purposes  of
              determining the value of such  Participant's  Sub-Accounts and the
              amount of the corresponding liability of the Company in accordance
              with this Plan.

4.5      Prohibition Against Modifications to Deferral Elections.  A Participant
         may not modify a Compensation  Deferral  Agreement or deferral election
         during a Plan Year. The foregoing  notwithstanding,  The Committee,  in
         its sole  discretion,  may  permit a  Participant,  who  petitions  the
         Committee in writing,  to revoke a Compensation  Deferral Agreement for
         the  balance of the Plan  Year.  If a  revocation  is  permitted,  such
         Participant may not defer Compensation into the Plan for the balance of
         the Plan Year in which the revocation occurred.

                                    ARTICLE V

DISTRIBUTIONS AND WITHDRAWALS

The Employer shall pay directly,  or may cause a Rabbi Trust  established  under
Section  8.2(b)  below to pay,  to each  Participant  that is or was at any time
after the Effective Date employed by such Employer (or, if any such  Participant
is deceased, to that Participant's  Beneficiaries),  deferred compensation equal


                                       12
<PAGE>

to the vested  portion of the  Participant's  Deferred  Compensation  Account in
accordance  with  the  terms  of  this  Plan  and the  Participant's  applicable
Compensation  Deferral  Agreements.  All payments shall be reduced by applicable
withholding  taxes  as  determined  by  the  Plan   Administrator  in  its  sole
discretion.  In the case of a Participant who has been employed by more than one
Employer, either concurrently or sequentially,  the Plan Administrator may adopt
reasonable rules for apportioning primary responsibility for such payments among
those  Employers.  The  Company  shall pay any  amounts due under the Plan which
another Participating Employer is required, but fails, to pay. In such case, the
Company  shall  have  a  right  to  contribution  and  reimbursement  from  that
Participating Employer for the amount so paid.



5.1      In Service Distributions.

         (a)  In the event an In Service Distribution  Sub-Account Balance shall
              be  less  than  $5,000  on the  initial  In  Service  Distribution
              Valuation Date applicable to that Sub-Account,  the Employer shall
              pay, or cause a Rabbi Trust pay, to the  Participant the amount of
              such In Service Distribution  Sub-Account Balance in a single lump
              sum as  soon  as  administratively  practicable  following  the In
              Service Distribution Valuation Date. Otherwise, the Employer shall
              pay or cause a Rabbi Trust to pay each In Service  Distribution in
              accordance with the  Participant's  payment schedule election made
              with  respect  thereto  (either a lump sum, in annual or quarterly
              installments, or in a combination of a partial lump sum and annual
              or  quarterly  installments,   as  the  Participant  has  properly
              elected),   beginning  as  soon  as  administratively  practicable
              following the applicable In Service  Distribution  Valuation Date.
              In the  event  a  Participant  has  properly  elected  installment
              payments for an In Service Distribution,  the installment payments
              shall be  determined  as set forth in Section 5.3 of the Plan.  In
              the absence of an effective election of installment payments,  the
              Employer  shall  pay,  or cause a Rabbi  Trust to pay,  In Service
              Distribution Sub-Account Balances in a lump sum.

         (b)  Notwithstanding a Participant's  election to receive an In Service
              Distribution,  all In Service  Distribution  Sub-Account  Balances
              shall  be  distributable  as part of a  Retirement/Termination  or
              Death    Benefit    if    the    triggering    date    for    such
              Retirement/Termination  or  Death  Benefit  occurs  prior  to  the
              completion of payment(s) elected in connection with any In Service
              Distribution Date.

5.2      Retirement/Termination Benefit Distribution. The Retirement/Termination
         Benefit  shall be paid in  accordance  with the  Participant's  payment
         schedule  election made with respect  thereto  (either in a single lump
         sum, in annual or quarterly  installments or in a partial lump sum with
         subsequent  annual or quarterly  installments,  as the  Participant has
         properly elected), beginning within ninety (90) days of the Termination
         Valuation  Date.  In the event a  Participant  has elected  installment
         payments for a Retirement Distribution,  the installment payments shall
         be  determined  as set forth in Section 5.3 of the Plan. In the absence
         of an effective election of installment payments, payment shall be made
         in a lump sum.

5.3      Installment   Payments.   If  the  Participant  has  properly   elected
         installment  payments  for  his or her  Retirement/Termination  Benefit
         distribution or an In Service Distribution,  cash payments will be made
         beginning  as  soon  as  administratively   practicable  following  the
         applicable  Valuation Date (Termination or In Service) or, in the event

                                       13
<PAGE>

         of a partial lump sum election,  following the first anniversary of the
         partial lump sum payment made  following  Termination  of  Employment .
         Such  payments  shall  continue  on or  about  the  anniversary  of the
         previous  installment payment until the number of installment  payments
         elected  has  been  paid.  The  installment  payment  amount  shall  be
         determined annually (regardless of whether quarterly  installments have
         been elected) as the result of a  calculation,  performed on the Annual
         Valuation Date, where (i) is divided by (ii):

                  (i)  equals  the value of the  applicable  Sub-Account  on the
                       Annual Valuation Date;

                  and

                  (ii) equals  the  remaining  number  of  years of  installment
                       payments; and


         Any quarterly  installment  payments will be determined by dividing the
         annual installment payment amount by four (4).

5.4      Small Account Balance Lump Sum Payment.

         In the event that a  Participant's  Retirement/Termination  Sub-Account
         Balance is less than $25,000 or a Participant's In Service Distribution
         Sub-Account  Balance is less than $5,000 on the initial  Termination or
         In Service Distribution  Valuation Date, the In Service Distribution or
         Retirement Benefit, as applicable,  shall be paid in a lump sum and any
         form of payment election to the contrary shall be null and void.

5.5      Disability  Benefit.  In the event of a Participant's  Disability,  the
         Participant shall receive a payment equal to the  Participant's  entire
         remaining Deferred Compensation Account Balance,  which amount shall be
         paid in accordance with the Participant's  payment schedule election as
         though it were a Retirement/Termination Benefit.

5.6      Death Benefit.

         (a)  In the event of a Participant's death either before Termination of
              Employment  or  before  complete  distribution  of any In  Service
              Distribution or Retirement/Termination Benefit, such Participant's
              Beneficiary  shall be paid a Death  Benefit  in the  amount of the
              deceased  Participant's  remaining Deferred  Compensation  Account
              Balance in a single lump sum as soon as practicable  following the
              end of the month in which the  Participant's  death occurred.  The
              Valuation Date for purposes of determining the Death Benefit shall
              be the last day of the  month in  which  the  Participant's  death
              occurs.

         (b)  Each  Participant  may designate one or more primary and secondary
              (contingent)  Beneficiaries  and  may  revoke  his  or  her  prior
              Beneficiary  designations  at any  time  provided  that  all  such
              Beneficiary  designations  and  revocations of prior  designations
              shall  be  effective  only  if made in  writing,  executed  by the
              Participant, and submitted to the Plan Administrator, prior to the
              time of the  Participant's  death.  In the  event  of  conflicting
              Beneficiary  designations,  the most recent, effective designation
              shall control.  If a Participant  fails or declines for any reason
              to  effectively  designate  a  Beneficiary,  or if  no  designated
              Beneficiary  survives the  Participant,  the Company shall pay (or
              cause the Rabbi Trust to pay) the deceased Participant's remaining


                                       14
<PAGE>

              Deferred  Compensation  Account  Balance,  calculated  as provided
              above,  to the  Participant's  estate  (which  shall be deemed the
              Beneficiary  in  such  case).  If  a  Participant   designates  an
              individual  who is his or her spouse at the time of designation as
              Beneficiary, that designation shall be deemed to have been revoked
              automatically as of the date the named individual ceases to be the
              Participant's lawful spouse as a result of divorce or annulment of
              their marriage.


5.7. Unforeseeable Emergency.

         (a)  A Participant may request, in writing to the Plan Administrator, a
              withdrawal  from his or her Deferred  Compensation  Account if the
              Participant   experiences   an   "unforeseeable   emergency".   An
              unforeseeable  emergency  is a severe  financial  hardship  to the
              Participant  resulting  from a sudden  and  unexpected  illness or
              accident of the  Participant  or of the spouse or a dependent  (as
              defined in Section 152(a) of the Code) of the Participant, loss of
              the  Participant's  property  due to  casualty,  or other  similar
              extraordinary and unforeseeable  circumstances arising as a result
              of events  beyond the  control of the  Participant,  as defined in
              Treas. Reg. ss. 1.457-6(c).  The Plan  Administrator,  in its sole
              discretion,  shall determine whether a Participant has experienced
              an unforeseeable  emergency.  Withdrawals of amounts because of an
              unforeseeable  emergency  are  limited  to the  extent  reasonably
              needed to satisfy the  emergency  need,  which  cannot be met with
              other   resources   of  the   Participant.   The  amount  of  such
              unforeseeable  emergency withdrawal shall be subtracted first from
              the  vested  portion of the  Participant's  Retirement/Termination
              Sub-Account   until   depleted   and  then  from  the  In  Service
              Distribution   Sub-Accounts  (if  any)  beginning  with  the  most
              distant.  Values for purposes of administering  this Section shall
              be  determined  on the date the Plan  Administrator  approves  the
              amount of the unforeseeable  emergency  withdrawal,  or such other
              date determined by the Plan Administrator.

         (b)  A Participant must submit a written request for a hardship payment
              to the  Committee on such form and in the manner as is  prescribed
              by the  Committee.  The hardship  request  must:  (a) describe and
              certify the hardship  condition and the severe financial need; (b)
              explain why the  Participant's  other  resources are inadequate to
              allow him  otherwise  to satisfy the  hardship;  and (c) state the
              minimum amount the Participant needs to receive to meet the severe
              financial  need.  The Committee  will have the sole  discretion to
              determine whether a hardship exists and the appropriate action, if
              any.

5.8      Voluntary Withdrawal. In lieu of or in addition to a distribution under
         Section 5.7 above, a Participant who is an active Employee may request,
         in writing to the Plan  Administrator,  to  withdraw  up to 100% of the
         vested  portion of his or her  Deferred  Compensation  Account  Balance
         (minus any amount  deferred during the same Plan Year as the withdrawal
         is taken) at any time and for any  reason,  subject to a penalty of 10%
         of the amount requested.  The remaining ten percent (10%) of the amount
         that the Participant  requests shall be permanently  forfeited from the
         Participant's    Deferred    Compensation    Account   and   applicable
         Sub-Account(s) at the time the withdrawal  payment is made and shall no
         longer be part of his or her Deferred Compensation Account or otherwise
         be available for payment to the Participant  under the Plan. There is a
         minimum  withdrawal  amount of $2,500 (applied before the 10% penalty).
         Deferral  elections shall be deemed revoked for the balance of the Plan

                                       15
<PAGE>
         Year in which such  withdrawal  election is made and not  permitted for
         the following Plan Year. The amount of such voluntary  withdrawal shall
         be  subtracted  first  from the  vested  portion  of the  Participant's
         Retirement/Termination  Sub-Account until depleted and then from the In
         Service Sub-Accounts (if any) beginning with the Sub-Account that has a
         distribution  date the  furthest  away in time.  Values for purposes of
         administering  this Section  shall be  determined  on the date the Plan
         Administrator approves the amount of the withdrawal, or such other date
         determined by the Plan Administrator.

5.9      Change   in   Control.   Any   provision   herein   to   the   contrary
         notwithstanding,  in the event a  Participant  shall incur a Retirement
         within two (2) years  following a Change in Control,  such  Participant
         shall  receive  his  or her  remaining  Deferred  Compensation  Account
         balance  (including  all  Sub-Accounts)  in a lump  sum paid as soon as
         administratively  practicable following the Valuation Date, which shall
         be the end of the month in which the Termination of Employment  occurs.
         All payment schedule elections to the contrary shall be ignored.

5.10     Court Order.  In the event a Court of competent  jurisdiction  orders a
         division of "plan assets" or a distribution of a Participant's  Account
         or portion thereof  pursuant to a QDRO or other valid Judgment or Court
         Order,  the Plan  Administrator  shall treat such  request as though it
         were  a  request  for  a  Hardship   withdrawal   which  satisfied  the
         requirements  of an  unforeseen  severe  financial  hardship and make a
         distribution  to the  Participant or to the party named as recipient in
         the QDRO,  Judgment,  or Court Order in the amount necessary to satisfy
         the QDRO, Judgment or Court Order.

5.11     Pro-rata   Subtraction  from  Investment   Options.   In  the  event  a
         distribution  under  this  Article  V  (e.g.  an  installment  payment,
         hardship  or  voluntary  withdrawal,  etc.)  is less  than  the  entire
         Sub-Account Balance and the Sub-Account is allocated over more than one
         Investment  Option,  the  distribution  shall be  subtracted  from each
         Investment   Option  in  a  pro-rata  manner  determined  in  the  sole
         discretion of the Plan Administrator.

5.12     Code Section  162(m)  Postponement.  Any  provision in this Plan (other
         than Section 5.9 and 5.10 above) to the contrary notwithstanding,  if a
         Participant is a "covered  employee" within the meaning of Code Section
         162(m)(3)  for the  Company tax year in which all or any portion of his
         or her  Deferred  Compensation  Account is to be paid,  the Company may
         postpone the payment to the first tax year in which such Participant is
         no longer a "covered  employee"  to the extent the  Company  reasonably
         determines   that  such   postponement   is   necessary  to  avoid  the
         disallowance of compensation  deductions under Code Section 162(m) with
         respect to such Participant.

5.13     Payments to Other Persons. The Company shall only be required to pay or
         cause  to be paid  amounts  due  under  the  Plan  to the  Participant,
         Beneficiary or other legal representative of the foregoing  (custodian,
         personal representative,  guardian,  trustee, etc.). Any payment by the
         Company  of  amounts  to a  parent  or  duly  appointed  guardian  of a
         Beneficiary  who is a minor child,  or to a duly appointed  guardian or
         personal  representative  of a Participant or Beneficiary  who has been
         adjudicated  to be  legally  incompetent,  shall  fully  discharge  the
         Employers' obligations with respect to the amount so paid. In the event
         of any  dispute  as to the  proper  payee  of  amounts  hereunder,  any
         Employer may file a judicial action with any court having  jurisdiction
         over the  parties  and matter to  determine  the  proper  payee and may
         implead or otherwise  pay the  Deferred  Benefits to the court in which
         such  action is pending in full  satisfaction  of its  obligations  and
         liabilities  hereunder.  Upon such  payment,  the Company  will have no
         further  liability  for the  Deferred  Compensation  Account  or  other
         amounts in question.
                                       16
<PAGE>

                                   ARTICLE VI
                                 ADMINISTRATION

6.1      Plan  Administration.  This  Plan  shall  be  administered  by the Plan
         Administrator, which shall have discretionary authority to make, amend,
         interpret and enforce all  appropriate  rules and  regulations  for the
         administration  of this Plan and to utilize its discretion to decide or
         resolve any and all questions, including but not limited to eligibility
         for benefits  and  interpretations  of this Plan and its terms,  as may
         arise in connection  with the Plan.  Claims for benefits shall be filed
         with the Plan  Administrator and resolved in accordance with the claims
         procedures in Article IX.

6.2      Withholding.  The  Employers  shall have the right to withhold from any
         payment made under the Plan (or any amount  deferred into the Plan) any
         taxes  required by law to be  withheld  in respect of such  payment (or
         deferral).

6.3      Indemnification.  The Company  shall  indemnify  and hold harmless each
         employee, officer, director, agent or organization, to whom or to which
         is delegated  duties,  responsibilities,  and authority with respect to
         administration of the Plan, against all claims, liabilities,  fines and
         penalties,  and all expenses reasonably incurred by or imposed upon him
         or it  (including  but not limited to reasonable  attorney  fees) which
         arise as a result of his or its actions or failure to act in connection
         with  the  operation  and  administration  of the  Plan  to the  extent
         lawfully allowable and to the extent that such claim, liability,  fine,
         penalty, or expense is not paid for by liability insurance purchased or
         paid for by the Company.  Notwithstanding  the  foregoing,  the Company
         shall not indemnify any person or organization if his or its actions or
         failure to act are due to gross negligence or willful misconduct or for
         any such amount  incurred  through any  settlement or compromise of any
         action  unless the Company  consents in writing to such  settlement  or
         compromise.

6.4      Expenses.  The expenses of administering  the Plan shall be paid by the
         Company,  which shall have a right to  contribution  and  reimbursement
         from  Participating  Employers  for the  expenses  so paid on behalf of
         Participants  employed  (or formerly  employed)  by that  Participating
         Employer.

6.5      Delegation of Authority.  In the  administration of this Plan, the Plan
         Administrator  and Committee may, from time to time,  employ agents and
         delegate  to them such  administrative  duties as it sees fit,  and may
         from time to time consult with legal  counsel who may be legal  counsel
         to the Company.

6.6      Binding  Decisions  or  Actions.  The  decision  or  action of the Plan
         Administrator  in  respect  of  any  question  arising  out  of  or  in
         connection with the  administration,  interpretation and application of
         the Plan and the rules and  regulations  thereunder  shall be final and
         conclusive  and  binding  upon all persons  having any  interest in the
         Plan.

                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

7.1      Amendment and  Termination.  The Plan is intended to be permanent,  but
         the  Company,  acting  through the  Committee,  may at any time modify,
         amend, or terminate the Plan provided that such modification, amendment
         or termination shall not cancel,  reduce, or otherwise adversely affect


                                       17
<PAGE>
         the amount of any Participant's  accrued Account Balance (or, except as
         otherwise  provided  in Section  7.1 or 7.2 below,  any form of payment
         elected)  calculated  immediately  prior  to the  time  of  the  action
         effecting such  modification,  amendment,  or termination,  without the
         consent  of  the  Participant.   Notwithstanding  the  foregoing,   the
         Committee shall be permitted upon Plan termination to instruct the Plan
         Administrator  to pay  each  Participant  (without  such  Participant's
         consent) a lump sum in the amount of such Participant's Account Balance
         as of the date of such Plan termination.

7.2      Adverse  Income  Tax  Determination.  Notwithstanding  anything  to the
         contrary in the Plan, if any Participant  receives a deficiency  notice
         from the United States Internal Revenue Service  asserting income taxes
         due on  deferred  amounts due to a finding of  constructive  receipt of
         amounts  payable  under the Plan,  or if  legislation  is passed  which
         causes   current   income   taxation  of  deferred   amounts,   Company
         contributions, and/or the investment earnings attributed thereto due to
         any  Participant   withdrawal  right  or  other  Plan  provision,   the
         Committee,  in its  sole  discretion,  may  terminate  the Plan or such
         Participant's  participation  in the Plan,  and/or may declare null and
         void any Plan  provision with respect to affected  Participants  and/or
         may make distributions  from the Plan to affected  Participants of such
         portions of such  Participant's  Account Balance as the Committee deems
         appropriate in order to ameliorate the adverse income tax effect caused
         by the IRS finding or new legislation. In addition, it is intended that
         this Plan comply with all  provisions of the Internal  Revenue Code and
         regulations  and  rulings  in effect  from time to time  regarding  the
         permissible  deferral  of  compensation  and taxes  thereon,  and it is
         understood  that this Plan does so  comply.  If the laws of the  United
         States or of any relevant  state are amended or construed in such a way
         as to make this Plan (or its  intended  deferral  of  compensation  and
         taxes)  in  whole  or in part  void,  then  the  Deferred  Compensation
         Committee, in its sole discretion,  may choose to terminate the Plan or
         it may (to the extent it deems  practicable) give effect to the Plan in
         such a  manner  as it  deems  will  best  carry  out the  purposes  and
         intentions of this Plan.

                                  ARTICLE VIII

INFORMAL FUNDING

8.1      General  Assets.  All benefits in respect of a  Participant  under this
         Plan shall be paid directly  from the general  funds of the  applicable
         Employers,  or a Rabbi  Trust  created by the Company and funded by the
         Employers  for the purpose of  informally  funding the Plan,  and other
         than such Rabbi Trust, if created, no special or separate fund shall be
         established and no other  segregation of assets shall be made to assure
         payment.  No Participant,  spouse or Beneficiary  shall have any right,
         title or interest  whatever in or to any investments  which an Employer
         may make to aid the  Employer  in meeting  its  obligations  hereunder.
         Nothing  contained in this Plan,  and no action  taken  pursuant to its
         provisions, shall create or be construed to create a trust of any kind,
         or a  fiduciary  relationship,  between  an  Employer  or  any  if  its
         subsidiaries  or  affiliated  companies and any  Employee,  spouse,  or
         Beneficiary.  To the extent that any person acquires a right to receive
         payments  from an Employer  hereunder,  such rights are no greater than
         the right of an unsecured general creditor of the Employer.

8.2      Rabbi  Trust.  The  Company  may, at its sole  discretion,  establish a
         grantor  trust,  commonly  known as a Rabbi  Trust,  as a  vehicle  for
         accumulating  the assets  needed to pay the promised  benefit,  but the
         Company shall be under no obligation to establish any such trust or any
         other informal funding vehicle.

                                       18
<PAGE>

                                   ARTICLE IX

CLAIMS
9.1      Filing a Claim.  Any controversy or claim arising out of or relating to
         the Plan shall be filed with the Plan  Administrator  which  shall make
         all  determinations  concerning  such claim.  Any  decision by the Plan
         Administrator  denying  such  claim  shall be in  writing  and shall be
         delivered  to  the   Participant  or   Beneficiary   filing  the  claim
         ("Claimant").  Such decision  shall set forth the reasons for denial in
         plain  language.  Pertinent  provisions of the Plan  document  shall be
         cited and, where appropriate, an explanation as to how the Claimant can
         perfect  the claim will be  provided,  including a  description  of any
         additional material or information necessary to complete the claim, and
         an explanation  of why such material or  information is necessary.  The
         claim denial also shall  include an  explanation  of the claims  review
         procedures and the time limits applicable to such procedures, including
         a  statement  of the  Claimant's  right to bring a civil  action  under
         Section 502(a) of ERISA following an adverse  decision on review.  This
         notice of denial of  benefits  will be  provided  within 90 days of the
         Plan Administrator's  receipt of the Claimant's claim for benefits.  If
         the Plan  Administrator  fails to notify the  Claimant of its  decision
         regarding the Claimant's  claim, the claim shall be considered  denied,
         and the  Claimant  shall then be permitted to proceed with an appeal as
         provided in this Article. If the Plan Administrator  determines that it
         needs additional time to review the claim, the Plan  Administrator will
         provide the Claimant with a notice of the  extension  before the end of
         the initial 90-day period.  The extension will not be more than 90 days
         from the end of the initial  90-day  period and the notice of extension
         will explain the special  circumstances  that require the extension and
         the date by which the Plan Administrator expects to make a decision.

9.3      Appeal.  A  Claimant  who has been  completely  or  partially  denied a
         benefit  shall be entitled to appeal this denial of his claim by filing
         a written appeal with the Plan  Administrator  no later than sixty (60)
         days  after:  (a)  receipt of the  written  notification  of such claim
         denial,  or (b) the lapse of  ninety  (90) days  without  an  announced
         decision  notice of extension.  A Claimant who timely requests a review
         of his or her denied  claim (or his or her  authorized  representative)
         may review,  upon request and free of charge,  copies of all documents,
         records  and other  information  relevant  to the denial and may submit
         written comments,  documents, records and other information relevant to
         the claim to the Plan Administrator. The Plan Administrator may, in its
         sole  discretion and if it deems  appropriate  or necessary,  decide to
         hold a hearing with respect to the claim  appeal.  Following its review
         of any  additional  information  submitted  by the  Claimant,  the Plan
         Administrator shall render a decision on its review of the denied claim
         in the following manner:

         (a)  The Plan  Administrator  shall  make its  decision  regarding  the
              merits  of the  denied  claim  within 60 days  following  the Plan
              Administrator's  receipt  of the  appeal (or within 120 days after
              such  receipt,  in a case where  there are  special  circumstances
              requiring  extension of time for reviewing the appealed claim). It
              shall  deliver  the  decision to the  Claimant  in writing.  If an
              extension of time for reviewing the appeal is required  because of
              special  circumstances,  written notice of the extension  shall be
              furnished  to  the  Claimant  prior  to  the  commencement  of the
              extension.  The notice will  indicate  the  special  circumstances
              requiring  the  extension  of time and the date by which  the Plan
              Administrator expects to render the determination on review.

                                       19
<PAGE>

         (b)  The review will take into account comments, documents, records and
              other information  submitted by the Claimant relating to the claim
              without  regard to  whether  such  information  was  submitted  or
              considered in the initial benefit determination.

         (c)  The decision on review  shall set forth a specific  reason for the
              decision, and shall cite specific references to the pertinent Plan
              provisions on which the decision is based.

         (d)  The decision on review will include a statement  that the Claimant
              is  entitled  to  receive,   upon  request  and  free  of  charge,
              reasonable  access to and  copies of all  documents,  records,  or
              other information relevant to the Claimant's claim for benefits.

         (e)  The  decision on review will  include a statement  describing  any
              voluntary appeal procedures offered by the plan and a statement of
              the  Claimant's  right to bring an action under Section  502(a) of
              ERISA.

9.4      Limitation on Legal Actions.  Any suit,  claim or other judicial action
         by a Claimant seeking benefits under the Plan or otherwise arising with
         respect  to the  Plan:  (a)  shall be  governed  by  ERISA;  (b) may be
         commenced  and  filed,  if at all,  only  within one (1) year after the
         final denial of benefits under the Plan's claims  procedure as outlined
         above (and,  if not  commenced  and filed  within that one year period,
         shall be time-barred,  ineffective and prohibited);  and (c) may not be
         commenced  unless  and  until the  Claimant  has  exhausted  his or her
         administrative  remedies  hereunder.  Accordingly,  a Claimant  may not
         bring any legal action  relating to a claim for benefits under the Plan
         unless and until the Claimant has followed the claims  procedures under
         the Plan and exhausted his or her  administrative  remedies  under such
         claims procedures. ARTICLE X GENERAL CONDITIONS

10.1     Anti-assignment  Rule.  No  interest  of  any  Participant,  spouse  or
         Beneficiary  under this Plan and no benefit payable  hereunder shall be
         assigned  as security  for a loan,  and any such  purported  assignment
         shall be null,  void and of no effect,  nor shall any such  interest or
         any such  benefit be  subject  in any  manner,  either  voluntarily  or
         involuntarily,   to  anticipation,   sale,   transfer,   assignment  or
         encumbrance by or through any Participant, spouse or Beneficiary.

10.2     No Legal or  Equitable  Rights or  Interest.  No  Participant  or other
         person  shall have any legal or  equitable  rights or  interest in this
         Plan that are not expressly granted in this Plan. Participation in this
         Plan does not give any person any right to be  retained  in the service
         of the Company or any other Participating Employer. The right and power
         of the  Company  or any other  Participating  Employer  to  dismiss  or
         discharge an Employee at will is expressly reserved.

10.3     No Employment Contract.  Nothing contained herein shall be construed to
         constitute  a  contract  of  employment  between  an  Employee  and the
         Employers.

10.4     Headings.  The headings of Sections are included solely for convenience
         of  reference,  and if there is any conflict  between such headings and
         the text of this Plan, the text shall control.

                                       20
<PAGE>

10.5     Invalid or  Unenforceable  Provisions.  If any  provision  of this Plan
         shall  be  held   invalid  or   unenforceable,   such   invalidity   or
         unenforceability  shall not affect any other provisions  hereof and the
         Plan  Administrator  may elect in its sole  discretion to construe such
         invalid  or  unenforceable  provisions  in a manner  that  conforms  to
         applicable  law or as if such  provisions,  to the  extent  invalid  or
         unenforceable, had not been included.

10.6     Governing  Law and Dispute  Resolution.  To the extent not preempted by
         ERISA,  the laws of the State of Utah shall govern the construction and
         administration  of the Plan.  By  submitting  a  Compensation  Deferral
         Agreement and in consideration  of their  eligibility to participate in
         the Plan, each  Participant  agrees,  covenants and acknowledges (as do
         the  Employers)  that:  (a) exclusive  jurisdiction  and venue over any
         action or law suit under or with respect to this Plan shall rest in the
         United States  District Court situated in Salt Lake City,  Utah and the
         Utah State  Courts  located in salt Lake City,  Utah,  (b) consents and
         submits  to the  jurisdiction  of such  courts  over  him or her in any
         matter or  controversy  arising under or with respect to the Plan;  (c)
         agrees not to assert any  objection  or  challenge  to the personal and
         subject matter  jurisdiction of such courts in matters arising under or
         with respect to the Plan; and (d) to the extent permitted by applicable
         law,  waives the right to a jury trial in any action  arising  under or
         with respect to the Plan.

10.7     Disclaimer.  The  Employers  intend  that the Plan,  together  with the
         Deferred  Compensation  Agreements,  shall establish a plan deferred of
         compensation.  However,  the  Employers  and their  owners,  employees,
         officers,  directors and agents make no  representation  or warranty of
         any nature or kind whatever  relative to the binding nature of the Plan
         or  with  respect  to  any  tax  consequences,   law,  statute,   rule,
         regulation, decree of any taxing entity of the United States Government
         or of any of its individual states (including the District of Columbia)
         or subdivisions thereof.

10.8     Transition.  All elective  deferrals for Plan Years commencing prior to
         the Effective  Date shall be made in accordance  with the provisions of
         the Predecessor Plans, but shall be held,  administered and distributed
         on and after  January 1, 2004 in  accordance  with the  provisions  set
         forth in this  restated  Plan  document.  All elective  deferrals  with
         respect to Plan Years commencing after the Effective Date shall be made
         in accordance with the provisions hereof. By executing and delivering a
         Deferred Compensation Agreement hereunder, each Participant consents to
         the amendment and restatement of the  Predecessor  Plans to read as set
         forth herein and agrees that all amounts previously  deferred under the
         Predecessor  Plans  shall,  on and  after  the  effective  date of such
         initial  Deferred  Compensation  Agreement,  be held,  administered and
         applied  under the terms of this Plan  document as amended from time to
         time in the future.

                                       21
<PAGE>


IN WITNESS WHEREOF,  the Company has caused this amended and restated Plan to be
adopted, this 1st day of January, 2004.

                                        Merit Medical Systems, Inc.

                                        By: ____________________________________
                                        Name: __________________________________
                                        Its: ___________________________________

The following Participating Employers hereby adopt the Plan:

                                        MERIT SERVICES, INC.
                                        By: ____________________________________
                                        Name: __________________________________
                                        Its: ___________________________________
                                        Effective Date of Adoption:_____________

                                        MERIT SENSOR SYSTEMS, INC.
                                        By: ____________________________________
                                        Name: __________________________________
                                        Its: ___________________________________
                                        Effective Date of Adoption: ____________


                                       22