FIRST AMENDMENT TO THE ADVANCED TECHNOLOGY LABORATORIES, INC. RETIREMENT PLAN The Advanced Technology Laboratories, Inc. Retirement Plan (the "Plan"), as amended and restated effective January 1, 1994, is amended as follows pursuant to Section 11.1 of the Plan, effective January 1, 1996. 1. Section 1.2 Actuarially Equivalent/Actuarially is deleted ---------------------------------- in its entirety and replaced with the following: 1.2 Actuarially Equivalent/Actuarially ---------------------------------- (a) General ------- "Actuarially Equivalent" and similar terms (for purposes other than determining contributions to the Trust Fund) means that the present value of two (2) payments or series of payments shall be of equal value when computed at an eight percent (8%) rate of interest and on the basis of the 1984 Unisex Pension Mortality Table; provided, however, that the interest rates and mortality table below shall apply for the purposes stated. (b) Before January 1, 1996 ---------------------- With respect to Participants who terminate employment before January 1, 1996, the interest rate for immediate or deferred annuities that would be used by the Pension Benefit Guaranty Corporation to determine the present value of the Participant's benefit upon termination of an insufficient trusteed single employer plan, as of the first day of the Plan Year that contains the Annuity Starting Date shall be used for calculating the Actuarial Equivalent value of any lump sum distribution. (c) On or After January 1, 1996 --------------------------- Notwithstanding the foregoing, with respect to Participants who terminate employment on or after January 1, 1996, the Actuarial Equivalent value of any lump sum distribution shall be determined using the following interest rate and mortality table: Interest: the annual interest rate on 30-year Treasury securities as determined under Code Section 417 (which, as of the date of this amendment, is the average annual yield on 30-year Treasury Constant Maturities) for the November before the Plan Year which contains the Annuity Starting Date; and 1 Mortality: the prevailing Commissioner's standard table (described in Code Section 807(d)(5)(A)), without regard to any other subparagraphs of Code Section 807(d)(5)) used to determine reserves for group annuity contracts issued on the date as of which the present value is being determined (which as of the date of this amendment is the 1983 Group Annuity Mortality Table, 50% male and 50% female). IN WITNESS WHEREOF, Advanced Technology Laboratories, Inc. has caused this First Amendment to be duly executed on this 29th day of December, 1995. FOR ADVANCED TECHNOLOGY LABORATORIES, INC. By: /s/ Harvey N. Gillis ------------------------------ Witness: /s/ Annette King Authorized Officer - ------------------------- Title: Sr. V.P. & Chief Financial Officer ------------------------- Title 2