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                                                                     EXHIBIT 9

                                   FORM OF
                FIRST AMENDMENT TO THE RESTATED PURITAN-BENNETT
                           DEFERRED COMPENSATION PLAN


         THIS AMENDMENT of the Restated Puritan-Bennett Deferred Compensation
Plan (the "Plan") is made by the Puritan-Bennett Corporation (which, together
with its subsidiaries and affiliates, shall be referred to herein as the
"Corporation"), effective as of the _____ day of ____________, 1994.

         WHEREAS, as part of the Plan, the Corporation reserved the right, at
any time, by action of its Board of Directors, to modify or amend, in whole or
in part, any or all provisions of the Plan, including specifically the right to
make any such amendment effective retroactively; and

         WHEREAS, the Corporation now desires to amend the Plan.

         NOW, THEREFORE, Article VI of the Plan is hereby amended to include
the following sentence at the end of the first paragraph of Article VI:


                 Notwithstanding any provision herein to the contrary, no
                 amendment or termination of this Plan which is made on or
                 after the occurrence of a "Change in Control," as such term is
                 defined in Section 1.1 of the Trust Agreement, shall be
                 effective with respect to any Participant or beneficiary
                 without the express written consent of such Participant or
                 beneficiary, except that the Plan may be amended to prohibit
                 further Contributions by Active Participants after the date
                 such amendment is adopted by the Corporation, and any other
                 amendment which does not adversely affect a Participant or
                 beneficiary.


         IN WITNESS WHEREOF, the Corporation has executed this Amendment to the
Plan, effective as of the date first written above.

                                        PURITAN-BENNETT CORPORATION



                                        By:_____________________________________
                                        Title:__________________________________
                                        Date:___________________________________

ATTEST:


By:________________________________________
Title:_____________________________________
Date:______________________________________