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                                                                   Exhibit 10.17

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                           DEFERRED COMPENSATION PLAN


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT

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                          EFFECTIVE SEPTEMBER 30, 2000
                           (PRINTED NOVEMBER 1, 2000)












                               COPYRIGHT (C) 2000
                           BY WESTPORT WORLDWIDE, LLC
                               ALL RIGHTS RESERVED


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...

                                TABLE OF CONTENTS

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                                                                                                           PAGE
                                                                                                           -----
Purpose.....................................................................................................  1

ARTICLE 1            Definitions............................................................................  1

ARTICLE 2            Selection, Enrollment, Eligibility.....................................................  7
         2.1         Selection by Committee.................................................................  7
         2.2         Enrollment Requirements................................................................  7
         2.3         Eligibility; Commencement of Participation.............................................  7
         2.4         Termination of Participation and/or Deferrals..........................................  7

ARTICLE 3            Deferral Commitments/Company Matching/Crediting/Taxes..................................  9
         3.1         Minimum Deferral....................................................................... 10
         3.2         Maximum Deferral......................................................................  10
         3.3         Election to Defer; Effect of Election Form............................................  11
         3.4         Withholding of Annual Deferral Amounts................................................  11
         3.5         Annual Company Contribution Amount....................................................  11
         3.6         Annual Company Matching Account.......................................................  11
         3.7         Investment of Trust Assets............................................................. 11
         3.8         Vesting................................................................................ 12
         3.9         Crediting/Debiting of Account Balances................................................. 12
         3.10        FICA and Other Taxes................................................................... 14
         3.11        Distributions.......................................................................... 15
         3.12        Deferrals from Other Plans..............................................................15
         3.13        Prior Plan..............................................................................15

ARTICLE 4            Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election............ 16
         4.1         Short-Term Payout...................................................................... 16
         4.2         Other Benefits Take Precedence Over Short-Term Payout.................................. 16
         4.3         Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.................. 16
         4.4         Withdrawal Election.................................................................... 17

ARTICLE 5            Retirement Benefit..................................................................... 17
         5.1         Retirement Benefit..................................................................... 17

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         5.2         Payment of Retirement Benefit.......................................................... 17
         5.3         Death Prior to Completion of Retirement Benefit........................................ 18

ARTICLE 6            Pre-Retirement Survivor Benefit........................................................ 18
         6.1         Pre-Retirement Survivor Benefit........................................................ 18
         6.2         Payment of Pre-Retirement Survivor Benefit............................................. 18

ARTICLE 7            Termination Benefit.................................................................... 19
         7.1         Termination Benefit.................................................................... 19
         7.2         Payment of Termination Benefit......................................................... 19

ARTICLE 8            Disability Waiver and Benefit.......................................................... 19
         8.1         Disability Waiver...................................................................... 19
         8.2         Continued Eligibility; Disability Benefit.............................................. 20

ARTICLE 9            Beneficiary Designation................................................................ 20
         9.1         Beneficiary............................................................................ 20
         9.2         Beneficiary Designation; Change; Spousal Consent....................................... 20
         9.3         Acknowledgment......................................................................... 20
         9.4         No Beneficiary Designation............................................................. 20
         9.5         Doubt as to Beneficiary................................................................ 20
         9.6         Discharge of Obligations............................................................... 21

ARTICLE 10           Leave of Absence....................................................................... 21
         10.1        Paid Leave of Absence.................................................................. 21
         10.2        Unpaid Leave of Absence................................................................ 21

ARTICLE 11           Termination, Amendment or Modification................................................. 21
         11.1        Termination............................................................................ 21
         11.2        Amendment.............................................................................. 22
         11.3        Plan Agreement......................................................................... 22
         11.4        Effect of Payment...................................................................... 22

ARTICLE 12           Administration......................................................................... 22
         12.1        Committee Duties....................................................................... 22
         12.2        Agents................................................................................. 23
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         12.3        Binding Effect of Decisions............................................................ 23
         12.4        Indemnity of Committee................................................................. 23
         12.5        Employer Information................................................................... 23

ARTICLE 13           Other Benefits and Agreements.......................................................... 23
         13.1        Coordination with Other Benefits....................................................... 23

ARTICLE 14           Claims Procedures...................................................................... 23
         14.1        Presentation of Claim.................................................................. 24
         14.2        Notification of Decision............................................................... 24
         14.3        Review of a Denied Claim............................................................... 24
         14.4        Decision on Review..................................................................... 24
         14.5        Legal Action........................................................................... 25

ARTICLE 15           Trust.................................................................................. 25
         15.1        Establishment of the Trust............................................................. 25
         15.2        Interrelationship of the Plan and the Trust............................................ 25
         15.3        Distributions from the Trust........................................................... 25

ARTICLE 16           Miscellaneous.......................................................................... 25
         16.1        Status of Plan......................................................................... 25
         16.2        Unsecured General Creditor............................................................. 26
         16.3        Employer's Liability................................................................... 26
         16.4        Nonassignability....................................................................... 26
         16.5        Not a Contract of Employment........................................................... 26
         16.6        Furnishing Information................................................................. 26
         16.7        Terms.................................................................................. 26
         16.8        Captions............................................................................... 27
         16.9        Governing Law.......................................................................... 27
         16.10       Notice................................................................................. 27
         16.11       Successors............................................................................. 27
         16.12       Spouse's Interest...................................................................... 27
         16.13       Validity............................................................................... 27
         16.14       Incompetent............................................................................ 27
         16.15       Court Order............................................................................ 28
         16.16       Distribution in the Event of Taxation.................................................. 28
         16.17       Insurance.............................................................................. 28

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         16.18       Legal Fees To Enforce Rights After Change in Control................................... 28

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VARIAN MEDICAL SYSTEMS, INC.
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                          VARIAN MEDICAL SYSTEMS, INC.
                           DEFERRED COMPENSATION PLAN
                          Effective September 30, 2000

                                     PURPOSE

         The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future business
success of Varian Medical Systems, Inc. (the "Employer"), a Delaware
corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan
shall be unfunded for tax purposes and for purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance, (ii) the vested Company Contribution Account balance
         and (iii) the Company Matching Account balance. The Account Balance,
         and each other specified account balance, shall be a bookkeeping entry
         only and shall be utilized solely as a device for the measurement and
         determination of the amounts to be paid to a Participant, or his or her
         designated Beneficiary, pursuant to this Plan.

1.2      "Annual Company Contribution Amount" shall mean, for any one
         Plan Year, the amount determined in accordance with Section 3.5.

1.3      "Annual Company Matching  Amount" for any one Plan Year shall be the
         amount  determined in accordance with Section 3.6.

1.4      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary, Incentive Payments, Directors Fees,
         plus amounts deferred, if any, pursuant to Section 3.12, that a
         Participant elects to have, and is deferred, in accordance with Article
         3, for any one Plan Year. In the event of a Participant's Retirement,
         Disability (if deferrals cease in accordance with Section 8.1), death
         or a Termination of Employment prior to the end of a Plan Year, such
         year's Annual Deferral Amount shall be the actual amount withheld prior
         to such event.

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1.5      "Base Annual Salary" shall mean the annual cash compensation
         relating to services performed during any calendar year, whether or not
         paid in such calendar year or included on the Federal Income Tax Form
         W-2 for such calendar year, excluding bonuses, commissions, overtime,
         fringe benefits, stock options, relocation expenses, incentive
         payments, non-monetary awards, Directors Fees and other fees,
         automobile and other allowances paid to a Participant for employment
         services rendered (whether or not such allowances are included in the
         Employee's gross income). Base Annual Salary shall be calculated after
         reduction for compensation voluntarily deferred or contributed by the
         Participant pursuant to all qualified or non-qualified plans of the
         Employer and shall be calculated to exclude amounts not otherwise
         included in the Participant's gross income under Code Sections 125,
         402(e)(3), 402(h), or 403(b) pursuant to plans established by the
         Employer.

1.6      "Beneficiary" shall mean one or more persons, trusts, estates or
         other entities, designated in accordance with Article 9, that are
         entitled to receive benefits under this Plan upon the death of a
         Participant.

1.7      "Beneficiary Designation Form" shall mean the form established
         from time to time by the Committee that a Participant completes, signs
         and returns to the Committee to designate one or more Beneficiaries.

1.8      "Board" shall mean the board of directors of the Company.

1.9      "Change in Control" shall be deemed to have occurred if:

         (a)      Any individual or group constituting a "person" , as
                  such term is used in Sections 13(d) and 14(d)(2) of the
                  Exchange Act (other than (A) the Company or any of its
                  subsidiaries or (B) any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company or of
                  any of its subsidiaries), is or becomes the beneficial owner,
                  directly or indirectly, of securities of the Company
                  representing thirty percent (30%) or more of the combined
                  voting power of the Company's outstanding securities then
                  entitled ordinarily (and apart from rights accruing under
                  special circumstances) to vote for the election of Directors;
                  or

         (b)      Continuing Directors cease to constitute at least a majority
                  of the Board; or

         (c)      there occurs a reorganization, merger, consolidation or
                  other corporate transaction involving the Company (a
                  "Transaction"), in each case with respect to which the
                  stockholders of the Company immediately prior to such
                  Transaction do not, immediately after the Transaction, own
                  more than 50% of the combined voting power of the Company or
                  other corporation resulting from such Transaction; or

         (d)      all or  substantially  all of the assets of the  Company are
                  sold,  liquidated or distributed;  provided however,  that a
                  "Change  in  Control"  shall not be deemed to have  occurred
                  under this Plan if, prior to the  occurrence  of a specified
                  event that would  otherwise  constitute  a Change in Control
                  hereunder,  the disinterested  Continuing  Directors then in
                  office,  by a  majority  vote  thereof,  determine  that the
                  occurrence of such specified event

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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...

                  shall not be deemed to be a Change in Control  with  respect
                  to an Employee  hereunder  if the Change in Control  results
                  from actions or events in which an Employee is a participant
                  in a capacity  other than solely as an officer,  employee or
                  Director of the Company.

1.10     "Claimant" shall have the meaning set forth in Section 14.1.

1.11     "Code" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.

1.12     "Committee" shall mean the committee described in Section 12.1.

1.13     "Company"  shall mean Varian Medical  Systems,  Inc. a Delaware
         corporation,  and any successor to all or substantially all of the
         Company's assets or business.

1.14     "Company Contribution Account" shall mean (i) the sum of the
         Participant's Annual Company Contribution Amounts, plus (ii) amounts
         credited in accordance with all the applicable crediting provisions of
         this Plan that relate to the Participant's Company Contribution
         Account, less (iii) all distributions made to the Participant or his or
         her Beneficiary pursuant to this Plan that relate to the Participant's
         Company Contribution Account.

1.15     "Company Matching Account" shall mean (i) the sum of all of a
         Participant's Annual Company Matching Amounts, plus (ii) amounts
         credited in accordance with all the applicable crediting provisions of
         this Plan that relate to the Participant's Company Matching Account,
         less (iii) all distributions made to the Participant or his or her
         Beneficiary pursuant to this Plan that relate to the Participant's
         Company Matching Account.

1.16     "Continuing Directors" shall mean the Directors of the Company in
         office on the date hereof and any successor to any such Director who
         was nominated or selected by a majority of the Continuing Directors in
         office at the time of the Director's nomination or selection and who is
         not an "affiliate" or "associate" (as defined in Regulation12B under
         the Exchange Act) of any person who is the beneficial owner, directly
         or indirectly, of securities representing ten percent (10%) or more of
         the combined voting power of the Company's outstanding securities then
         entitled ordinarily to vote for the election of Directors.

1.17     "Deduction Limitation" shall mean the following described
         limitation on a benefit that may otherwise be distributable pursuant to
         the provisions of this Plan. Except as otherwise provided, this
         limitation shall be applied to all distributions that are "subject to
         the Deduction Limitation" under this Plan. If the Employer determines
         in good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.9 below, even if such
         amount is

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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...

         being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her Beneficiary (in the event of the Participant's death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which the deductibility of compensation paid or payable to the
         Participant for the taxable year of the Employer during which the
         distribution is made will not be limited by Section 162(m), or if
         earlier, the effective date of a Change in Control. Notwithstanding
         anything to the contrary in this Plan, the Deduction Limitation shall
         not apply to any distributions made after a Change in Control.

1.18     "Deferral Account" shall mean (i) the sum of all of a
         Participant's Annual Deferral Amounts, plus (ii) amounts credited in
         accordance with all the applicable crediting provisions of this Plan
         that relate to the Participant's Deferral Account, less (iii) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.19     "Director" shall mean any member of the Board.

1.20     "Directors Fees" shall mean the fees paid by the Employer,
         including retainer fees and meetings fees, as compensation for serving
         on the Board.

1.21     "Disability" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or, if a
         Participant does not participate in such a plan, a period of disability
         during which the Participant would have qualified for permanent
         disability benefits under such a plan had the Participant been a
         participant in such a plan, as determined in the sole discretion of the
         Committee. If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan, Disability shall be determined
         by the Committee in its sole discretion.

1.22     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.23     "Election Form" shall mean the form established from time to time
         by the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.24     "Employee" shall mean a person who is an employee of the Employer.

1.25     "Employer" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.26     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

1.27     "First Plan Year" shall mean the period beginning September 30, 2000
         and ending December 31, 2000.

1.28     "401(k) Plan" shall be that certain Varian Medical  Systems,  Inc.
         Retirement Plan, dated October 2, 1999 adopted by the Company.

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MASTER PLAN DOCUMENT CONTINUED...


1.29     "Incentive Payments" shall mean any compensation paid to a
         participant under the Management Incentive Plan, Employee Incentive
         Plan or any Marketing, Sales or Service Incentive Plan, relating to
         services performed during any calendar year, whether or not paid in
         such calendar year or included on the Federal Income Tax Form W-2 for
         such calendar year.

1.30     "Maximum 401(k) Amount" with respect to a Participant, shall be
         the maximum amount of elective contributions that can be made by such
         Participant, consistent with Code Section 402(g) and the limitations of
         Code Section 401(k)(3), for a given plan year under the 401(k) Plan.

1.31     "Participant" shall mean any Employee or Director (i) who is
         selected to participate in the Plan, (ii) who elects to participate in
         the Plan, (iii) who signs a Plan Agreement, an Election Form and a
         Beneficiary Designation Form, (iv) whose signed Plan Agreement,
         Election Form and Beneficiary Designation Form are accepted by the
         Committee, (v) who commences participation in the Plan, and (vi) whose
         Plan Agreement has not terminated. A spouse or former spouse of a
         Participant shall not be treated as a Participant in the Plan or have
         an Account Balance under the Plan, even if he or she has an interest in
         the Participant's benefits under the Plan as a result of applicable law
         or property settlements resulting from legal separation or divorce.

1.32     "Plan" shall mean the Company's Deferred Compensation Plan, which
         shall be evidenced by this instrument and by each Plan Agreement, as
         they may be amended from time to time.

1.33     "Plan Agreement" shall mean a written agreement, as may be
         amended from time to time, which is entered into by and between the
         Employer and a Participant. Each Plan Agreement executed by a
         Participant and the Employer shall provide for the entire benefit to
         which such Participant is entitled under the Plan; should there be more
         than one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,
         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.34     "Plan Year" shall,  except for the First Plan Year, mean a period
         beginning on January 1 of each calendar year and continuing through
         December 31 of such calendar year.

1.35     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.36     "Retirement", "Retire(s)" or "Retired" shall mean, with respect
         to an Employee, severance from employment from the Employer for any
         reason other than a leave of absence, death or Disability on or after
         the earlier of the attainment of (a) age sixty-five (65) or (b) age
         fifty-five (55) with ten (10) Years of Service; and shall mean with
         respect to a Director who is not an Employee, severance of his or her
         directorships with the Employer on or after the later of (a) the
         attainment of age seventy (70), or (b) in the sole discretion of the
         Committee, an age later than age seventy (70). If a

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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...

         Participant is both an Employee and a Director,  Retirement  shall not
         occur  until he or she  Retires as both an  Employee  and a  Director,
         which  Retirement  shall be deemed to be a  Retirement  as a Director;
         provided,  however,  that such a Participant may elect, at least three
         years prior to  Retirement  and in  accordance  with the  policies and
         procedures  established  by the  Committee,  to Retire for purposes of
         this  Plan  at  the  time  he or she  Retires  as an  Employee,  which
         Retirement shall be deemed to be a Retirement as an Employee.

1.37     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.38     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.39     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.40     "Termination of Employment" shall mean the severing of employment
         with the Employer, or service as a Director of the Employer,
         voluntarily or involuntarily, for any reason other than Retirement,
         Disability, death or an authorized leave of absence. If a Participant
         is both an Employee and a Director, a Termination of Employment shall
         occur only upon the termination of the last position held; provided,
         however, that such a Participant may elect, at least three years before
         Termination of Employment and in accordance with the policies and
         procedures established by the Committee, to be treated for purposes of
         this Plan as having experienced a Termination of Employment at the time
         he or she ceases employment with the Employer as an Employee.

1.41     "Trust" shall mean one or more trusts established pursuant to
         that certain Master Trust Agreement, dated as of September 30, 2000
         between the Company and the trustee named therein, as amended from time
         to time.

1.42     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.43     "Yearly Installment Method" shall be a yearly installment payment
         over the number of years selected by the Participant in accordance with
         this Plan, calculated as follows: The Account Balance of the
         Participant shall be calculated as of the close of business on the last
         business day of the year. The yearly installment shall be calculated by
         multiplying this balance by a fraction, the numerator of which is one,
         and the denominator of which is the remaining number of yearly payments
         due the Participant. By way of example, if the Participant elects a 10
         year Yearly Installment Method, the first payment shall be 1/10 of the
         Account Balance, calculated as described in this definition. The
         following year, the payment shall be 1/9 of the Account Balance,
         calculated as described in this definition. Each yearly installment
         shall be paid on or as soon as practicable after the last business day
         of the applicable year.

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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...

1.44     "Years of Service" shall mean the total number of full years in
         which a Participant has been employed by one or more Employers. For
         purposes of this definition, a year of employment shall be a 365 day
         period (or 366 day period in the case of a leap year) that, for the
         first year of employment, commences on the Employee's date of hiring
         and that, for any subsequent year, commences on an anniversary of that
         hiring date. Any partial year of employment shall not be counted.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be
         limited to a select group of management and highly compensated
         Employees and Directors of the Employer, as determined by the Committee
         in its sole discretion. From that group, the Committee shall select, in
         its sole discretion, Employees and Directors to participate in the
         Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each
         selected Employee or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within 30 days after he or she is selected to
         participate in the Plan. In addition, the Committee shall establish
         from time to time such other enrollment requirements as it determines
         in its sole discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee
         or Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, that Employee or Director shall commence
         participation in the Plan on the first day of the month following the
         month in which the Employee or Director completes all enrollment
         requirements. If an Employee or a Director fails to meet all such
         requirements within the period required, in accordance with Section
         2.2, that Employee or Director shall not be eligible to participate in
         the Plan until the first day of the Plan Year following the delivery to
         and acceptance by the Committee of the required documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the

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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...

         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then Account Balance as a
         Termination Benefit and terminate the Participant's participation in
         the Plan.

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MASTER PLAN DOCUMENT CONTINUED...


                            ARTICLE 3

              DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1      MINIMUM DEFERRALS.

         (a)      BASE ANNUAL SALARY, INCENTIVE PAYMENTS, DIRECTORS FEES,
                  STOCK OPTION GAIN. For each Plan Year, a Participant may elect
                  to defer, as his or her Annual Deferral Amount, Base Annual
                  Salary, Incentive Payments, Directors Fees (in the case of a
                  Participant who is also a Director), and/or stock option gain,
                  if any, in the following minimum amounts for each deferral
                  elected:

<TABLE>
<S><C>
                  ---------------------------------- ---------------------------
                                                        MINIMUM
                        DEFERRAL                        AMOUNT
                  ---------------------------------- ---------------------------
                        Base Annual Salary                  $2,000
                  ---------------------------------- ---------------------------
                        Incentive Payments                  $2,000
                  ---------------------------------- ---------------------------
                        Directors Fees                        $  0
                  ---------------------------------- ---------------------------
                        Stock Option Gain                  $20,000
                  ---------------------------------- ---------------------------

</TABLE>

                  If an election is made for less than stated minimum amounts,
                  or if no election is made, the amount deferred shall be zero.

         (b)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the First Plan Year of the Plan
                  itself, the minimum Base Annual Salary deferral shall be an
                  amount equal to the minimum set forth above, multiplied by a
                  fraction, the numerator of which is the number of complete
                  months remaining in the Plan Year and the denominator of which
                  is 12.

         Notwithstanding anything in this Plan to the contrary, deferrals of
         stock option gains may only take place after the Committee has
         determined to permit Participants to make such deferrals to this Plan.

                                      -9-


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...

3.2      MAXIMUM DEFERRAL

         (a)      BASE ANNUAL SALARY, INCENTIVE PAYMENTS, DIRECTORS FEES,
                  STOCK OPTION GAIN. For each Plan Year, a Participant may elect
                  to defer, as his or her Annual Deferral Amount, Base Annual
                  Salary, Incentive Payments, Directors Fees (in the case of a
                  Participant who is also a Director) and/or stock option gain,
                  if any, up to the following maximum percentages for each
                  deferral elected:

<TABLE>
<S><C>
                  ---------------------------------- ---------------------------
                                                        MAXIMUM
                        DEFERRAL                        AMOUNT
                  ---------------------------------- ---------------------------
                        Base Annual Salary                   75%
                  ---------------------------------- ---------------------------
                        Incentive Payments                   100%
                  ---------------------------------- ---------------------------
                        Directors Fees                       100%
                  ---------------------------------- ---------------------------
                        Stock Option Gain                    100%
                  ---------------------------------- ---------------------------

</TABLE>

         (b)      Notwithstanding the foregoing, if a Participant first
                  becomes a Participant after the first day of a Plan Year, or
                  in the case of the First Plan Year of the Plan itself, the
                  maximum Annual Deferral Amount, with respect to Base Annual
                  Salary, Incentive Payments, Directors Fees and/or stock option
                  gain, if any, shall be limited to the amount of compensation
                  not yet earned by the Participant as of the date the
                  Participant submits a Plan Agreement and Election Form to the
                  Committee for acceptance. The preceding sentence is not
                  intended to limit any deferral accepted under other
                  arrangements sponsored by the Company pursuant to Section
                  3.12.

         Notwithstanding anything in this Plan to the contrary, deferrals of
         stock option gains may only take place after the Committee has
         determined to permit Participants to make such deferrals to this Plan.

3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      FIRST PLAN YEAR. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable deferral election for the Plan Year
                  in which the Participant commences participation in the Plan,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the Election Form must be completed and signed by
                  the Participant, timely delivered to the Committee (in
                  accordance with Section 2.2 above) and accepted by the
                  Committee.

                                      -10-


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                  irrevocable  deferral  election for that Plan Year, and such
                  other   elections  as  the  Committee   deems  necessary  or
                  desirable under the Plan, shall be made by timely delivering
                  to  the  Committee,   in  accordance   with  its  rules  and
                  procedures,  before the end of the Plan Year  preceding  the
                  Plan Year for which the  election  is made,  a new  Election
                  Form.  If no such  Election  Form is timely  delivered for a
                  Plan Year, the Annual Deferral Amount shall be zero for that
                  Plan Year.

3.4      WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the
         Base Annual Salary portion of the Annual Deferral Amount shall be
         withheld from each regularly scheduled Base Annual Salary payroll in
         equal amounts, as adjusted from time to time for increases and
         decreases in Base Annual Salary. The Incentive Payments and/or
         Directors Fees portion of the Annual Deferral Amount shall be withheld
         at the time the Incentive Payments or Directors Fees are or otherwise
         would be paid to the Participant, whether or not this occurs during the
         Plan Year itself.

3.5      ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, an
         Employer, in its sole discretion, may, but is not required to, credit
         any amount it desires to any Participant's Company Contribution Account
         under this Plan, which amount shall be for that Participant the Annual
         Company Contribution Amount for that Plan Year. The amount so credited
         to a Participant may be smaller or larger than the amount credited to
         any other Participant, and the amount credited to any Participant for a
         Plan Year may be zero, even though one or more other Participants
         receive an Annual Company Contribution Amount for that Plan Year. The
         Annual Company Contribution Amount, if any, shall be credited as of the
         last day of the Plan Year. If a Participant is not employed by the
         Employer as of the last day of a Plan Year other than by reason of his
         or her Retirement or death while employed, the Annual Company
         Contribution Amount for that Plan Year shall be zero.

3.6      ANNUAL COMPANY MATCHING AMOUNT. A Participant's Annual Company
         Matching Amount for any Plan Year shall be equal to 6% of the
         Participant's Base Annual Salary and/or the applicable Incentive
         Payments that are earned for such Plan Year, reduced by the amount of
         any matching contributions that would be made to the 401(k) Plan on his
         or her behalf for the plan year of the 401(k) Plan that corresponds to
         the Plan Year if the Participant had contributed the Maximum 401(k)
         Amount for that Plan Year. If a Participant is not employed by the
         Employer, or is no longer providing services as a Director, as of the
         last day of the calendar quarter of a Plan Year other than by reason of
         his or her Retirement or death, the Annual Company Matching Amount for
         such calendar quarter of the Plan Year shall be zero. In the event of
         Retirement or death, a Participant shall be credited with the Annual
         Company Matching Amount for the calendar quarter of the Plan Year in
         which he or she Retires or dies. The Annual Company Matching Amount
         shall be credited as of the close of business on the last business day
         of each calendar quarter of the Plan Year to which it relates.

3.7      INVESTMENT OF TRUST ASSETS. The trustee of the Trust shall be
         authorized, upon written instructions received from the Committee or
         investment manager appointed by the Committee, to invest and reinvest
         the assets of

                                      -11-


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         the Trust in accordance with the applicable Master Trust
         Agreement, including the disposition of stock and reinvestment of the
         proceeds in one or more investment vehicles designated by the
         Committee.

3.8      VESTING

         (a)      A Participant shall at all times be 100% vested in his or her
                  Deferral Account.

         (b)      A Participant shall at all times be 100% vested in his
                  or her Company Contribution Account unless a vesting schedule
                  is approved and documented by the Committee at the time the
                  Annual Company Contribution Amount is credited to the
                  Participant's Company Contribution Account for that Plan Year.

         (c)      A Participant shall at all times be 100% vested in his or her
                  Company Matching Account.

         (d)      Notwithstanding  anything  to the  contrary  contained  in
                  this  Section  3.8, in the event of a Change in
                  Control, a Participant's Company Contribution Account shall
                  immediately become 100% vested (if it is not already vested in
                  accordance with a vesting schedule).

3.9      CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and
         subject to, the rules and procedures that are established from time to
         time by the Committee, in its sole discretion, amounts shall be
         credited or debited to a Participant's Account Balance in accordance
         with the following rules:

        (a)       ELECTION OF MEASUREMENT  FUNDS. A Participant,  in connection
                  with his or her initial  deferral  election in  accordance
                  with Section  3.3(a)  above,  shall  elect,  on the Election
                  Form,  one or more  Measurement  Fund(s)  (as  described  in
                  Section 3.9(c) below) to be used to determine the additional
                  amounts to be credited to his or her Account Balance for the
                  first  calendar  month  or  portion  thereof  in  which  the
                  Participant   commences   participation   in  the  Plan  and
                  continuing  thereafter for each subsequent calendar month in
                  which  the  Participant  participates  in the  Plan,  unless
                  changed in  accordance  with the next  sentence.  Commencing
                  with the first calendar month that follows the Participant's
                  commencement  of  participation  in the Plan and  continuing
                  thereafter for each  subsequent  calendar month in which the
                  Participant participates in the Plan, no later than the next
                  to last business day of the calendar month,  the Participant
                  may  (but  is not  required  to)  elect,  by  submitting  an
                  Election  Form  to the  Committee  that is  accepted  by the
                  Committee,  to add or delete one or more Measurement Fund(s)
                  to  be  used  to  determine  the  additional  amounts  to be
                  credited  to his or her  Account  Balance,  or to change the
                  portion  of his or her  Account  Balance  allocated  to each
                  previously or newly elected Measurement Fund. If an election
                  is made in accordance with the previous  sentence,  it shall
                  apply to the next calendar month and continue thereafter for
                  each  subsequent  calendar  month in which  the  Participant
                  participates in the Plan,  unless changed in accordance with
                  the previous sentence.

                                      -12


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         (b)      PROPORTIONATE  ALLOCATION. In making any election  described
                  in Section 3.9(a) above,  the  Participant  shall specify on
                  the Election Form, in increments of five  percentage  points
                  (5%),  the  percentage  of his or her Account  Balance to be
                  allocated to a Measurement  Fund (as if the  Participant was
                  making  an  investment  in that  Measurement  Fund with that
                  portion of his or her Account Balance).

         (c)      MEASUREMENT FUNDS. The Participant  may elect one or more of
                  the   measurement   funds  set  forth  on  Schedule  A  (the
                  "Measurement   Funds"),   for  the   purpose  of   crediting
                  additional  amounts  to  his  or  her  Account  Balance.  As
                  necessary,  the  Committee  may,  in  its  sole  discretion,
                  discontinue, substitute or add a Measurement Fund. Each such
                  action will take effect as of the first day of the  calendar
                  quarter that follows by thirty (30)days the day on which the
                  Committee gives Participants  advance written notice of such
                  change.

         (d)      CREDITING  OR  DEBITING   METHOD.  The  performance  of each
                  elected  Measurement Fund (either positive or negative) will
                  be  determined  by the  Committee,  in its sole  discretion,
                  based  on  the   performance   of  the   Measurement   Funds
                  themselves.   A  Participant's   Account  Balance  shall  be
                  credited   or  debited  on  a  daily   basis  based  on  the
                  performance  of  each   Measurement  Fund  selected  by  the
                  Participant,  or as otherwise determined by the Committee in
                  its sole discretion,  as though (i) a Participant's  Account
                  Balance were invested in the Measurement Fund(s) selected by
                  the  Participant,  in the  percentages  applicable  to  such
                  calendar  month,  as of the close of  business  on the first
                  (1st)  business day of such calendar  month,  at the closing
                  price on such date;  (ii) the portion of the Annual Deferral
                  Amount that was actually  deferred during any calendar month
                  were  invested in the  Measurement  Fund(s)  selected by the
                  Participant,  in the percentages applicable to such calendar
                  month,  no later  than the  close of  business  on the third
                  (3rd)  business  day after the day on which such amounts are
                  actually deferred from the Participant's Base Annual Salary,
                  Incentive Payments, and Directors Fees through reductions in
                  his or her payroll,  at the closing price on such date;  and
                  (iii) any distribution  made to a Participant that decreases
                  such Participant's  Account Balance ceased being invested in
                  the Measurement  Fund(s),  in the percentages  applicable to
                  such calendar month, no earlier than three (3) business days
                  prior  to the  distribution,  at the  closing  price on such
                  date.

         (e)      NO ACTUAL  INVESTMENT.  Notwithstanding  any other provision
                  of this Plan that may be  interpreted  to the contrary,  the
                  Measurement  Funds are to be used for  measurement  purposes
                  only, and a Participant's  election of any such  Measurement
                  Fund, the allocation to his or her Account Balance  thereto,
                  the  calculation of additional  amounts and the crediting or
                  debiting of such amounts to a Participant's  Account Balance
                  shall not be  considered  or  construed  in any manner as an
                  actual  investment of his or her Account Balance in any such
                  Measurement  Fund.  In the  event  that the  Company  or the
                  trustee (as that term is defined in the  Trust),  in its own
                  discretion,  decides  to  invest  funds in any or all of the
                  Measurement  Funds, no Participant  shall have any rights in
                  or to such  investments  themselves.  Without  limiting  the
                  foregoing,  a  Participant's  Account  Balance  shall at all
                  times be a  bookkeeping  entry only and shall not  represent
                  any  investment  made on his

                                      -13-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


                  or her behalf by the Company or the Trust;  the  Participant
                  shall at all  times  remain  an  unsecured  creditor  of the
                  Company.

3.10     FICA AND OTHER TAXES.

         (a)      ANNUAL  DEFERRAL AMOUNTS.  For each  Plan  Year in which an
                  Annual Deferral Amount is being withheld from a Participant,
                  the  Participant's  Employer(s)  shall  withhold  from  that
                  portion of the Participant's  Base Annual Salary,  Incentive
                  Payments and Directors Fees that is not being deferred, in a
                  manner determined by the Employer,  the Participant's  share
                  of FICA and other  employment  taxes on such Annual Deferral
                  Amount.  If  necessary,  the Committee may reduce the Annual
                  Deferral Amount in order to comply with this Section 3.10.

         (b)      ANNUAL COMPANY MATCHING AMOUNTS. When  a Participant becomes
                  vested in a portion of his or her Company Matching  Account,
                  the   Participant's   Employer   shall   withhold  from  the
                  Participant's  Base Annual Salary and/or Incentive  Payments
                  that  is  not  deferred,  in  a  manner  determined  by  the
                  Employer,   the  Participant's   share  of  FICA  and  other
                  employment taxes. If necessary, the Committee may reduce the
                  vested portion of the Participant's Company Matching Account
                  in order to comply with this Section 3.10.

                                      -14-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         (c)      ANNUAL   COMPANY CONTRIBUTION AMOUNTS. When a Participant
                  becomes vested in his or her Company  Contribution  Account,
                  the Employer  shall  withhold  from the  Participant's  Base
                  Annual  Salary  and/or   Incentive   Payments  that  is  not
                  deferred,  in a  manner  determined  by  the  Employer,  the
                  Participant's  share of FICA and other employment  taxes. If
                  necessary,  the committee  may reduce the vested  portion of
                  the Participant's  Company  Contribution Account in order to
                  comply with this Section 3.10.

3.11     DISTRIBUTIONS. The Participant's Employer, or the trustee of the
         Trust, shall withhold from any payments made to a Participant under
         this Plan all federal, state and local income, employment and other
         taxes required to be withheld by the Employer, or the trustee of the
         Trust, in connection with such payments, in amounts and in a manner to
         be determined in the sole discretion of the Employer and the trustee of
         the Trust.

3.12     DEFERRALS FROM OTHER PLANS. The Plan may accept the transfer of
         amounts or assets deferred by a Participant under any other deferral
         arrangement provided by the Company, including without limitation any
         shares of common stock of the Employer which but for such deferral
         would (i) be issued to the Participant upon the exercise of a stock
         option granted by the Company or (ii) be vested and nonforfeitable in
         the case of restricted stock issued to the Participant. Any amounts
         deferred representing shares of Company common stock shall be accounted
         for on a share by share basis, with appropriate adjustments to reflect
         changes in the capital structure of the Company, and shall, when
         distributed, be distributed in the form of common stock from the
         Company. In addition, any dividends that would have been paid on such
         shares of Company common stock if such shares were outstanding, shall
         be credited to the Deferral Account. Notwithstanding any of the
         provisions of the Plan to the contrary, the Participant shall not have
         any right to elect to have any amounts deferred in the form of Company
         stock measured by reference to any Measurement Fund.

3.13     PRIOR PLAN. Effective September 30, 2000, participants who are
         participants under the Varian Medical Systems, Inc. Amended and
         Restated Supplemental Retirement Plan (the "SRP") become Participants
         under this Plan and their respective Company Matching Accounts shall be
         credited with their respective account balances under the SRP. Such
         account balances shall be payable at Retirement and shall not be
         treated as Short-Term Payout amounts under Section 4.1 of this Plan.

                                      -15-


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


                                    ARTICLE 4
   SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

4.1      SHORT-TERM PAYOUT. In connection with each election to defer an Annual
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to such Annual
         Deferral Amount. Subject to the Deduction Limitation, the Short-Term
         Payout shall be a lump sum payment in an amount that is equal to the
         Annual Deferral Amount, plus amounts credited or debited in the manner
         provided in Section 3.9 above on that amount, plus related Annual
         Company Contribution Amounts, determined at the time that the
         Short-Term Payout becomes payable (rather than the date of a
         Termination of Employment). Subject to the Deduction Limitation and the
         other terms and conditions of this Plan, each Short-Term Payout elected
         shall be paid out during a period beginning one (1) day and ending
         sixty (60) days after the last day of any Plan Year designated by the
         Participant that is at least three Plan Years after the Plan Year in
         which the Annual Deferral Amount is actually deferred, as specifically
         elected by Participant. By way of example, if a three year Short-Term
         Payout is elected for Annual Deferral Amounts that are deferred in the
         Plan Year commencing January 1, 2001, the three year Short-Term Payout
         would become payable during a sixty (60) day period commencing January
         1, 2005. Notwithstanding the preceding sentences or any other provision
         of this Plan that may be construed to the contrary, a Participant who
         is an active Employee may, with respect to each Short-Term Payout, in a
         form determined by the Committee, make no more than one additional
         deferral election (a "Second Election") to defer payment of such
         Short-Term Payout to a Plan Year subsequent to the Plan Year originally
         elected; provided, however, any such Second Election will be null and
         void unless accepted by the Committee no later than one (1) year prior
         to the first day of the Plan Year originally elected by the Participant
         for payment of such Short-Term Payout, and such Second Election is at
         least two (2) Plan Years from the Plan Year originally elected.

4.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM PAYOUT. Should an
         event occur that triggers a benefit under Article 5, 6, 7 or 8, any
         Annual Deferral Amount, plus amounts credited or debited thereon, that
         is subject to a Short-Term Payout election under Section 4.1 shall not
         be paid in accordance with Section 4.1 but shall be paid in accordance
         with the other applicable Article.

4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL
         EMERGENCIES. If the Participant experiences an Unforeseeable Financial
         Emergency, the Participant may petition the Committee to (i) suspend
         any deferrals required to be made by a Participant and/or (ii) receive
         a partial or full payout from the Plan. The payout shall not exceed the
         lesser of the Participant's Account Balance, calculated as if such
         Participant were receiving a Termination Benefit, or the amount
         reasonably needed to satisfy the Unforeseeable Financial Emergency. If,
         subject to the sole discretion of the Committee, the petition for a
         suspension and/or payout is approved, suspension shall take effect upon
         the date of approval and any payout shall be made within sixty (60)
         days

                                      -16-


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         of the date of approval. The payment of any amount under this
         Section 4.3 shall not be subject to the Deduction Limitation.

4.4      WITHDRAWAL ELECTION. A Participant (or, after a Participant's
         death, his or her Beneficiary) may elect, at any time, to withdraw all
         of his or her Account Balance, calculated as if there had occurred a
         Termination of Employment as of the day of the election, less a
         withdrawal penalty equal to 10% of such amount (the net amount shall be
         referred to as the "Withdrawal Amount"). This election can be made at
         any time, before or after Retirement, Disability, death or Termination
         of Employment, and whether or not the Participant (or his or her
         Beneficiary) is in the process of being paid pursuant to an installment
         payment schedule. If made before Retirement, Disability or death, a
         Participant's Withdrawal Amount shall be his or her Account Balance
         calculated as if there had occurred a Termination of Employment as of
         the day of the election. No partial withdrawals of the Withdrawal
         Amount shall be allowed. The Participant (or his or her Beneficiary)
         shall make this election by giving the Committee advance written notice
         of the election in a form determined from time to time by the
         Committee. The Participant (or his or her Beneficiary) shall be paid
         the Withdrawal Amount within sixty (60) days of his or her election.
         Once the Withdrawal Amount is paid, the Participant's participation in
         the Plan shall terminate and the Participant shall not be eligible to
         participate in the Plan for one year from the date of the withdrawal
         election. The payment of this Withdrawal Amount shall not be subject to
         the Deduction Limitation.

                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1      RETIREMENT  BENEFIT.  Subject to the Deduction  Limitation,  a
         Participant who Retires shall receive, as a Retirement Benefit, his
         or her Account Balance.

5.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with
         his or her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to a Yearly Installment Method of five (5), ten (10) or
         fifteen (15) years. The Participant may annually change his or her
         election to an allowable alternative payout period by submitting a new
         Election Form to the Committee, provided that any such Election Form is
         submitted at least one (1) year prior to the Participant's Retirement
         and is accepted by the Committee in its sole discretion. The Election
         Form most recently accepted by the Committee shall govern the payout of
         the Retirement Benefit. If a Participant does not make any election
         with respect to the payment of the Retirement Benefit, then such
         benefit shall be payable in a lump sum. The lump sum payment shall be
         made, or installment payments shall commence, no later than 60 days
         after the last day of the Plan Year in which the Participant Retires.
         Any payment made shall be subject to the Deduction Limitation.

5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
         after  Retirement but before the  Retirement  Benefit is paid in full,
         the Participant's  unpaid  Retirement  Benefit payments shall continue
         and  shall  be paid to the  Participant's  Beneficiary  (a)  over  the
         remaining  number of

                                      -17-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         years  and in the same  amounts  as that  benefit
         would have been paid to the Participant had the Participant  survived,
         or (b) in a lump sum, if requested by the  Beneficiary  and allowed in
         the  sole   discretion  of  the  Committee,   that  is  equal  to  the
         Participant's unpaid remaining Account Balance.

                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1      PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction
         Limitation, the Participant's Beneficiary shall receive a
         Pre-Retirement Survivor Benefit equal to the Participant's Account
         Balance if the Participant dies before he or she Retires, experiences a
         Termination of Employment or suffers a Disability.

6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in
         connection with his or her commencement of participation in the Plan,
         shall elect on an Election Form whether the Pre-Retirement Survivor
         Benefit shall be received by his or her Beneficiary in a lump sum or
         pursuant to a Yearly Installment Method of five (5), ten (10) or
         fifteen (15) years. The Participant may annually change this election
         to an allowable alternative payout period by submitting a new Election
         Form to the Committee, which form must be accepted by the Committee in
         its sole discretion. The Election Form most recently accepted by the
         Committee prior to the Participant's death shall govern the payout of
         the Participant's Pre-Retirement Survivor Benefit. If a Participant
         does not make any election with respect to the payment of the
         Pre-Retirement Survivor Benefit, then such benefit shall be paid in a
         lump sum. Despite the foregoing, if the Participant's Account Balance
         at the time of his or her death is less than $50,000, payment of the
         Pre-Retirement Survivor Benefit may be made, in the sole discretion of
         the Committee, in a lump sum or pursuant to a Yearly Installment Method
         of not more than five (5) years. The lump sum payment shall be made, or
         installment payments shall commence, no later than 60 days after the
         last day of the Plan Year in which the Committee is provided with proof
         that is satisfactory to the Committee of the Participant's death. Any
         payment made shall be subject to the Deduction Limitation.

                                      -18-


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


                                 ARTICLE 7
                               TERMINATION BENEFIT

7.1      TERMINATION BENEFIT. Subject to the Deduction Limitation, the
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's Account Balance if a Participant experiences a
         Termination of Employment prior to his or her Retirement, death or
         Disability.

7.2      PAYMENT OF TERMINATION BENEFIT. If the Participant's Account
         Balance at the time of his or her Termination of Employment is less
         than $50,000, payment of his or her Termination Benefit shall be paid
         in a lump sum. If his or her Account Balance at such time is equal to
         or greater than that amount, the Committee, in its sole discretion, may
         cause the Termination Benefit to be paid in a lump sum or pursuant to a
         Yearly Installment Method of not more than five (5) years. The lump sum
         payment shall be made, or installment payments shall commence, no later
         than 60 days after the last day of the Plan Year in which the
         Participant experiences the Termination of Employment. Any payment made
         shall be subject to the Deduction Limitation.

                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1      DISABILITY WAIVER.

         (a)      WAIVER OF DEFERRAL. A Participant who is determined by
                  the Committee to be suffering from a Disability shall be
                  excused from fulfilling that portion of the Annual Deferral
                  Amount commitment that would otherwise have been withheld from
                  a Participant's Base Annual Salary, Incentive Payments and/or
                  Directors Fees for the Plan Year during which the Participant
                  first suffers a Disability. During the period of Disability,
                  the Participant shall not be allowed to make any additional
                  deferral elections, but will continue to be considered a
                  Participant for all other purposes of this Plan.

         (b)      RETURN TO WORK. If a Participant returns to employment,
                  or service as a Director, with the Employer, after a
                  Disability ceases, the Participant may elect to defer an
                  Annual Deferral Amount for the Plan Year following his or her
                  return to employment or service and for every Plan Year
                  thereafter while a Participant in the Plan; provided such
                  deferral elections are otherwise allowed and an Election Form
                  is delivered to and accepted by the Committee for each such
                  election in accordance with Section 3.3 above.

8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant
         suffering a Disability shall, for benefit purposes under this Plan,
         continue to be considered to be employed, or in the service of the
         Employer as a Director, and shall be eligible for the benefits provided
         for in Articles 4, 5, 6 or 7 in accordance with the provisions of those
         Articles. Notwithstanding the above, the Committee shall have the right
         to, in its sole and absolute discretion and for purposes of this Plan
         only, and must in the case of a Participant who is otherwise eligible
         to Retire, deem the

                                      -19-


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         Participant to have experienced a Termination of Employment, or in the
         case of a Participant who is eligible to Retire, to have Retired, at
         any time (or in the case of a Participant who is eligible to Retire, as
         soon as practicable) after such Participant is determined to be
         suffering a Disability, in which case the Participant shall receive a
         Disability Benefit equal to his or her Account Balance at the time of
         the Committee's determination; provided, however, that should the
         Participant otherwise have been eligible to Retire, he or she shall be
         paid in accordance with Article 5. The Disability Benefit shall be paid
         in a lump sum within sixty (60) days of the Committee's exercise of
         such right. Any payment made shall be subject to the Deduction
         Limitation.

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1      BENEFICIARY. Each Participant shall have the right, at any time,
         to designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designation under any other plan of the Employer in which the
         Participant participates.

9.2      BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant
         shall designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form, and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures, as in effect from time to time. If the Participant names
         someone other than his or her spouse as a Beneficiary, a spousal
         consent, in the form designated by the Committee, must be signed by
         that Participant's spouse and returned to the Committee. Upon the
         acceptance by the Committee of a new Beneficiary Designation Form, all
         Beneficiary designations previously filed shall be canceled. The
         Committee shall be entitled to rely on the last Beneficiary Designation
         Form filed by the Participant and accepted by the Committee prior to
         his or her death.

9.3      ACKNOWLEDGMENT.  No  designation  or change in  designation  of a
         Beneficiary  shall be effective  until  received and  acknowledged  in
         writing by the Committee or its designated agent.

9.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate
         a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

9.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to
         the proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

                                      -20-


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VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


9.6      DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan
         to a Beneficiary shall fully and completely discharge the Employer and
         the Committee from all further obligations under this Plan with respect
         to the Participant, and that Participant's Plan Agreement shall
         terminate upon such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount
         shall continue to be withheld during such paid leave of absence in
         accordance with Section 3.4.

10.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and the Participant
         shall be excused from making deferrals until the earlier of the date
         the leave of absence expires or the Participant returns to a paid
         employment status. Upon such expiration or return, deferrals shall
         resume for the remaining portion of the Plan Year in which the
         expiration or return occurs, based on the deferral election, if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1     TERMINATION. Although the Employer anticipates that it will
         continue the Plan for an indefinite period of time, there is no
         guarantee that the Employer will continue the Plan or will not
         terminate the Plan at any time in the future. Accordingly, the Employer
         reserves the right to discontinue its sponsorship of the Plan and/or to
         terminate the Plan at any time with respect to any or all of its
         participating Employees and Directors, by action of its Board. Upon the
         termination of the Plan with respect to the Employer, the Plan
         Agreements of the affected Participants who are employed by the
         Employer, or in the service of the Employer as Directors, shall
         terminate and their Account Balances, determined as if they had
         experienced a Termination of Employment on the date of Plan termination
         or, if Plan termination occurs after the date upon which a Participant
         was eligible to Retire, then with respect to that Participant as if he
         or she had Retired on the date of Plan termination, shall be paid to
         the Participants as follows: Prior to a Change in Control, if the Plan
         is terminated with respect to all of its Participants, the Employer
         shall have the right, in its sole discretion, and notwithstanding any
         elections made by the Participant, to pay such benefits in a lump sum
         or pursuant to a Yearly Installment Method of up to fifteen (15) years,
         with amounts credited and debited during the installment period as
         provided herein. If the Plan is terminated with respect to less than
         all of its Participants, the Employer shall be required to pay such
         benefits in a lump sum. After a Change in Control, the Employer shall
         be

                                      -21-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         required to pay such benefits in a lump sum. The termination of the
         Plan shall not adversely affect any Participant or Beneficiary who has
         become entitled to the payment of any benefits under the Plan as of the
         date of termination; provided however, that the Employer shall have the
         right to accelerate installment payments without a premium or
         prepayment penalty by paying the Account Balance in a lump sum or
         pursuant to a Yearly Installment Method using fewer years (provided
         that the present value of all payments that will have been received by
         a Participant at any given point of time under the different payment
         schedule shall equal or exceed the present value of all payments that
         would have been received at that point in time under the original
         payment schedule).

11.2     AMENDMENT. The Employer may, at any time, amend or modify the
         Plan in whole or in part with respect to the Employer by the action of
         its Board; provided, however, that no amendment or modification shall
         be effective to decrease or restrict the value of a Participant's
         Account Balance in existence at the time the amendment or modification
         is made, calculated as if the Participant had experienced a Termination
         of Employment as of the effective date of the amendment or modification
         or, if the amendment or modification occurs after the date upon which
         the Participant was eligible to Retire, the Participant had Retired as
         of the effective date of the amendment or modification. The amendment
         or modification of the Plan shall not affect any Participant or
         Beneficiary who has become entitled to the payment of benefits under
         the Plan as of the date of the amendment or modification; provided,
         however, that the Employer shall have the right to accelerate
         installment payments by paying the Account Balance in a lump sum or
         pursuant to a Yearly Installment Method using fewer years (provided
         that the present value of all payments that will have been received by
         a Participant at any given point of time under the different payment
         schedule shall equal or exceed the present value of all payments that
         would have been received at that point in time under the original
         payment schedule).

11.3     PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2
         above, if a Participant's Plan Agreement contains benefits or
         limitations that are not in this Plan document, the Employer may only
         amend or terminate such provisions with the consent of the Participant.

11.4     EFFECT OF PAYMENT. The full payment of the applicable benefit
         under Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge
         all obligations to a Participant and his or her designated
         Beneficiaries under this Plan and the Participant's Plan Agreement
         shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1     COMMITTEE DUTIES. This Plan shall be administered by a Committee
         which shall consist of a Committee of the Board which initially shall
         be the Organization and Compensation Committee, or such committee as
         the Board shall designate or appoint from time to time. Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make, amend, interpret, and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii) decide or resolve any and all questions including

                                      -22-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

12.2     AGENTS. In the administration of this Plan, the Committee may,
         from time to time, employ agents and delegate to them such
         administrative duties as it sees fit (including acting through a duly
         appointed representative) and may from time to time consult with
         counsel who may be counsel to the Employer.

12.3     BINDING EFFECT OF DECISIONS. The decision or action of the
         Committee with respect to any question arising out of or in connection
         with the administration, interpretation and application of the Plan and
         the rules and regulations promulgated hereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.

12.4     INDEMNITY OF COMMITTEE. The Employer shall indemnify and hold
         harmless the members of the Committee, and any Employee to whom the
         duties of the Committee may be delegated, against any and all claims,
         losses, damages, expenses or liabilities arising from any action or
         failure to act with respect to this Plan, except in the case of willful
         misconduct by the Committee or any of its members or any such Employee.

12.5     EMPLOYER INFORMATION. To enable the Committee to perform its
         functions, each Employer shall supply full and timely information to
         the Committee on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or Termination of Employment of its Participants, and such other
         pertinent information as the Committee may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant or a Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a
         deceased Participant (such Participant or Beneficiary being referred to
         below as a "Claimant") may deliver to the Committee a written claim for
         a determination

                                      -23-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         with respect to the amounts  distributable  to such  Claimant from the
         Plan. If such a claim relates to the contents of a notice  received by
         the Claimant, the claim must be made within sixty (60) days after such
         notice was  received by the  Claimant.  All other  claims must be made
         within  one  hundred  and  eighty  (180) days of the date on which the
         event that  caused the claim to arise  occurred.  The claim must state
         with particularity the determination desired by the Claimant.

14.2     NOTIFICATION OF DECISION.  The Committee shall consider a Claimant's
         claim  within a  reasonable  time,  and shall  notify the  Claimant in
         writing:  (a) that the  Claimant's  requested  determination  has been
         made, and that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary,
                  in whole or in part, to the Claimant's requested
                  determination, and such notice must set forth in a manner
                  calculated to be understood by the Claimant:

                  (i)    the specific reason(s) for the denial of the claim, or
                         any part of it;

                  (ii)   specific reference(s) to pertinent provisions of the
                         Plan upon which such denial was based;

                  (iii)  a description of any additional material or information
                         necessary for the Claimant to perfect the claim, and an
                         explanation of why such material or information is
                         necessary; and

                  (iv)   an explanation of the claim review procedure set forth
                         in Section 14.3 below.

14.3     REVIEW OF A DENIED CLAIM. Within sixty (60) days after receiving
         a notice from the Committee that a claim has been denied, in whole or
         in part, a Claimant (or the Claimant's duly authorized representative)
         may file with the Committee a written request for a review of the
         denial of the claim. Thereafter, but not later than thirty (30) days
         after the review procedure began, the Claimant (or the Claimant's duly
         authorized representative):

         (a)  may review pertinent documents;
         (b)  may submit written comments or other documents; and/or
         (c)  may request a hearing, which the Committee, in its sole
              discretion, may grant.

14.4     DECISION ON REVIEW. The Committee shall render its decision on
         review promptly, and not later than sixty (60) days after the filing of
         a written request for review of the denial, unless a hearing is held or
         other special circumstances require additional time, in which case the
         Committee's decision must be rendered within one hundred and twenty
         (120) days after such date. Such decision must be written in a manner
         calculated to be understood by the Claimant, and it must contain:

                                      -24-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         (a)  specific reasons for the decision;
         (b)  specific reference(s) to the pertinent Plan provisions upon
              which the decision was based; and
         (c)  such other matters as the Committee deems relevant.

14.5     LEGAL ACTION.  A Claimant's  compliance  with the foregoing  provisions
         of this  Article 14 is a mandatory prerequisite to a Claimant's right
         to commence any legal action with respect to any claim for benefits
         under this Plan.

                                   ARTICLE 15
                                      TRUST

15.1     ESTABLISHMENT OF THE TRUST. The Company shall establish the
         Trust, and the Employer shall at least annually transfer over to the
         Trust such assets as the Employer determines, in its sole discretion,
         are necessary to provide, on a present value basis, for its respective
         future liabilities created with respect to the Annual Deferral Amounts,
         Annual Company Contribution Amounts, and Company Matching Amounts for
         the Employer's Participants for all periods prior to the transfer, as
         well as any debits and credits to the Participants' Account Balances
         for all periods prior to the transfer, taking into consideration the
         value of the assets in the Trust at the time of the transfer.

15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of
         the Plan and the Plan Agreement shall govern the rights of a
         Participant to receive distributions pursuant to the Plan. The
         provisions of the Trust shall govern the rights of the Employers,
         Participants and the creditors of the Employers to the assets
         transferred to the Trust. The Employer shall at all times remain liable
         to carry out its obligations under the Plan.

15.3     DISTRIBUTIONS FROM THE TRUST. The Employer's obligations under
         the Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1     STATUS OF PLAN. The Plan is intended to be a plan that is not
         qualified within the meaning of Code Section 401(a) and that "is
         unfunded and is maintained by an employer primarily for the purpose of
         providing deferred compensation for a select group of management or
         highly compensated employee" within the meaning of ERISA Sections
         201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and
         interpreted to the extent possible in a manner consistent with that
         intent.

                                      -25-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


16.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of the Employer. For
         purposes of the payment of benefits under this Plan, any and all of the
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. The Employer's obligation under
         the Plan shall be merely that of an unfunded and unsecured promise to
         pay money in the future.

16.3     EMPLOYER'S LIABILITY. The Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. The Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     NONASSIGNABILITY. Neither a Participant nor any other person
         shall have any right to commute, sell, assign, transfer, pledge,
         anticipate, mortgage or otherwise encumber, transfer, hypothecate,
         alienate or convey in advance of actual receipt, the amounts, if any,
         payable hereunder, or any part thereof, which are, and all rights to
         which are expressly declared to be, unassignable and non-transferable.
         No part of the amounts payable shall, prior to actual payment, be
         subject to seizure, attachment, garnishment or sequestration for the
         payment of any debts, judgments, alimony or separate maintenance owed
         by a Participant or any other person, be transferable by operation of
         law in the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

16.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
         Plan shall not be deemed to constitute a contract of employment between
         the Employer and the Participant. Such employment is hereby
         acknowledged to be an "at will" employment relationship that can be
         terminated at any time for any reason, or no reason, with or without
         cause, and with or without notice, unless expressly provided in a
         written employment agreement. Nothing in this Plan shall be deemed to
         give a Participant the right to be retained in the service of the
         Employer, either as an Employee or a Director, or to interfere with the
         right of the Employer to discipline or discharge the Participant at any
         time.

16.6     FURNISHING INFORMATION. A Participant or his or her Beneficiary
         will cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.7     TERMS. Whenever any words are used herein in the masculine, they
         shall be construed as though they were in the feminine in all cases
         where they would so apply; and whenever any words are used herein in
         the singular or in the plural, they shall be construed as though they
         were used in the plural or the singular, as the case may be, in all
         cases where they would so apply.

                                      -26-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


16.8     CAPTIONS. The captions of the articles, sections and paragraphs
         of this Plan are for convenience only and shall not control or affect
         the meaning or construction of any of its provisions.

16.9     GOVERNING  LAW.  Subject  to  ERISA,  the  provisions  of this Plan
         shall be  construed  and  interpreted according  to the  internal
         laws of the  State of  California  without  regard to its  conflicts
         of laws principles.

16.10    NOTICE. Any notice or filing required or permitted to be given to
         the Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                         Vice President, Human Resources
                                 3100 Hansen Way
                           Palo Alto, California 94304
                                  With Copy To:
                                 General Counsel
                                 3100 Hansen Way
                           Palo Alto, California 94304

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

16.11    SUCCESSORS. The provisions of this Plan shall bind and inure to
         the benefit of the Participant's Employer and its successors and
         assigns and the Participant and the Participant's designated
         Beneficiaries.

16.12    SPOUSE'S INTEREST. The interest in the benefits hereunder of a
         spouse of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

16.13    VALIDITY. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.14    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence,

                                      -27-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         incapacity  or  guardianship,  as it may  deem  appropriate  prior  to
         distribution  of the  benefit.  Any  payment  of a benefit  shall be a
         payment  for the  account  of the  Participant  and the  Participant's
         Beneficiary,  as the case may be, and shall be a complete discharge of
         any liability under the Plan for such payment amount.

16.15    COURT ORDER. The Committee is authorized to make any payments
         directed by court order in any action in which the Plan or the
         Committee has been named as a party. In addition, if a court determines
         that a spouse or former spouse of a Participant has an interest in the
         Participant's benefits under the Plan in connection with a property
         settlement or otherwise, the Committee, in its sole discretion, shall
         have the right, notwithstanding any election made by a Participant, to
         immediately distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      IN GENERAL.  If, for any reason,  all or any portion of a
                  Participant's  benefits under this Plan becomes
                  taxable to the Participant  prior to receipt,  a Participant
                  may petition the  Committee  before a Change in Control,  or
                  the trustee of the Trust  after a Change in  Control,  for a
                  distribution  of that portion of his or her benefit that has
                  become  taxable.  Upon the grant of such a  petition,  which
                  grant  shall  not be  unreasonably  withheld  (and,  after a
                  Change  in  Control,  shall  be  granted),  a  Participant's
                  Employer  shall  distribute to the  Participant  immediately
                  available funds in an amount equal to the taxable portion of
                  his  or  her  benefit  (which  amount  shall  not  exceed  a
                  Participant's unpaid Account Balance under the Plan). If the
                  petition is granted, the tax liability distribution shall be
                  made   within   ninety  (90)  days  of  the  date  when  the
                  Participant's petition is granted. Such a distribution shall
                  affect and reduce the  benefits  to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with
                  Section  3.6(e) of the Trust and  benefits  are  distributed
                  from the  Trust to a  Participant  in  accordance  with that
                  Section, the Participant's benefits under this Plan shall be
                  reduced to the extent of such distributions.

16.17    INSURANCE. The Employer, on its own behalf or on behalf of the
         trustee of the Trust, and, in its sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employer or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employer shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company or companies to whom the Employer has applied for
         insurance.

16.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company
         and the Employer is aware that upon the occurrence of a  Change in
         Control, the Board or the board of directors of a

                                      -28-


<PAGE>


VARIAN MEDICAL SYSTEMS, INC.
MASTER PLAN DOCUMENT CONTINUED...


         Participant's Employer (which might then be composed of new members) or
         a shareholder of the Company or the Participant's Employer, or of any
         successor corporation might then cause or attempt to cause the Company,
         the Participant's Employer or such successor to refuse to comply with
         its obligations under the Plan and might cause or attempt to cause the
         Company or the Participant's Employer to institute, or may institute,
         litigation seeking to deny Participants the benefits intended under the
         Plan. In these circumstances, the purpose of the Plan could be
         frustrated. Accordingly, if, following a Change in Control, it should
         appear to any Participant that the Company, the Participant's Employer
         or any successor corporation has failed to comply with any of its
         obligations under the Plan or any agreement thereunder or, if the
         Company, the Employer or any other person takes any action to declare
         the Plan void or unenforceable or institutes any litigation or other
         legal action designed to deny, diminish or to recover from any
         Participant the benefits intended to be provided, then the Company and
         the Participant's Employer irrevocably authorize such Participant to
         retain counsel of his or her choice at the expense of the Company and
         the Participant's Employer (who shall be jointly and severally liable)
         to represent such Participant in connection with the initiation or
         defense of any litigation or other legal action, whether by or against
         the Company, the Participant's Employer or any Director, officer,
         shareholder or other person affiliated with the Company, the
         Participant's Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of
September 30, 2000.


"Company"

Varian Medical Systems, Inc., a Delaware corporation By: _______________________

                                                  Title: _______________________

                                      -29-

<PAGE>




                                   SCHEDULE A


                                MEASUREMENT FUNDS

   Pursuant to Section 3.9(c), the Participant may elect one or more of the
Measurement Funds:

<TABLE>
<S><C>

-------------------------- -----------------------------------------------------------------------
FUND CLASS                 MEASUREMENT FUND

-------------------------- -----------------------------------------------------------------------
Money Market               Fidelity (VIP) Money Market

-------------------------- -----------------------------------------------------------------------
Intermediate-Term Bond     PIMCO (VIT) Total Return Bond

-------------------------- -----------------------------------------------------------------------
Large Blend                Deutsche Asset Management (formerly Bankers Trust) Equity 500 Index
-------------------------- -----------------------------------------------------------------------
Large Growth               Fidelity (VIP) Growth

-------------------------- -----------------------------------------------------------------------
Large Growth               INVESCO (VIF) Blue Chip Growth

-------------------------- -----------------------------------------------------------------------
Large Growth               Janus Aspen Series Capital Appreciation

-------------------------- -----------------------------------------------------------------------
Mid Cap Growth             INVESCO VIF Dynamics

-------------------------- -----------------------------------------------------------------------
Small Growth               INVESCO (VIF) Small Company Growth

-------------------------- -----------------------------------------------------------------------
World Stock                Janus Aspen Series Worldwide Growth

-------------------------- -----------------------------------------------------------------------
Company Stock              Company Phantom Stock Shares

-------------------------- -----------------------------------------------------------------------

</TABLE>