INTEGRA LIFESCIENCES HOLDINGS CORPORATION

                           DEFERRED COMPENSATION PLAN

      1. Eligibility. Eligibility for the Integra LifeSciences Holdings
Corporation Deferred Compensation Plan (the "Plan") shall be limited to the
executive officers of Integra LifeSciences Holdings Corporation (the "Company")
and its affiliates who constitute a select group of management or highly
compensated employees within the meaning of section 201(2) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") ("Eligible
Officers").

2.    Terms of Participation.

            (a) General Rule. An Eligible Officer may elect to participate in
the Plan by signing a Deferred Compensation Agreement (the "Agreement") in the
form attached hereto and incorporated by reference herein. An Eligible Officer's
participation shall commence on January 1 of the calendar year immediately
following the year in which the Eligible Officer executes the Agreement, except
that when an Eligible Officer executes an Agreement within 30 days of the Plan's
initial effective date or within 30 days of first becoming eligible to
participate in the Plan, participation shall commence with respect to services
to be performed subsequent to the date of the Agreement. By signing the
Agreement, the Eligible Officer agrees to defer any whole percentage (up to 50
percent) of his/her base compensation from the Company and its affiliates with
respect to services performed after the date of the Agreement. For purposes of
the Plan, "base compensation" means an Eligible Officer's basic salary from the
Company and its affiliates, excluding any commissions, bonuses, overtime, or
other extra or incentive pay.

            (b) Termination of Participation. Participation in the Plan shall
continue until the Eligible Officer furnishes written notice to the Company that
the Eligible Officer terminates his/her participation in the Plan or until such
time as the Company terminates the Plan pursuant to Section 7 below. Termination
by an Eligible Officer shall be made by written notice delivered or mailed to
the Company's Stock Option Committee (the "Committee") (or its delegate) no
later than December 31 of the calendar year preceding the calendar year in which
such termination is to take effect.

            (c) Participation after Terminating Participation. An Eligible
Officer who has terminated his/her participation may subsequently elect to
participate in the Plan by executing a new Agreement in accordance with
subsection (a) above.

            (d) Changes in Amounts or Distribution Methods. An Eligible Officer
may alter the amount of deferral for any future calendar year, and/or elect a
different method by which he/she will receive amounts deferred for future
calendar years, if the Eligible Officer and the Company enter into a new
Agreement on or before December 31 of the calendar year preceding the calendar
year for which the new Agreement is to take effect. For each new Agreement which
changes the method of receipt of deferred amounts, a new record account (the
"Deferred Compensation Account" or "Account") will be established for the
Eligible Officer.

            (e) Suspension of Deferrals. Notwithstanding the foregoing, an
Eligible Officer may not make deferrals under this Plan during any period for
which contributions must be suspended in accordance with Treasury Regulation
ss.1.401(k) - 1(d)(2)(iv)(B)(4) as a condition of the Eligible Officer's receipt
of a hardship withdrawal from the Company's 401(k) Plan.



      3. Establishment of Accounts and Crediting of Deferrals.

      (a) Accounts. The Committee shall establish and maintain, or cause to be
maintained, for each Eligible Officer who elects to participate in the Plan, a
separate Deferred Compensation Account to record the deferrals made by the
Eligible Officer under an Agreement. The Committee shall also maintain, or cause
to be maintained, a record of the value of the Eligible Officer's interest in
such Account.

      (b) Investment of Deferrals. Each Eligible Officer shall indicate in
his/her Agreement whether he/she would like to have his/her deferrals deemed to
be invested in phantom units of the Company's $0.01 par value common stock
("Common Stock") and/or in phantom units of various mutual funds designated by
the Committee as available under the Plan ("Mutual Funds"). An Eligible Officer
may apportion his/her deferrals among the various investment options in whole
percentages. In addition, each Eligible Officer may indicate in his/her
Agreement whether he/she would like to have amounts already credited to his/her
Account reapportioned among phantom units of Common Stock and/or Mutual Funds.

      (c) Allocation of Deferrals; Reapportionment.

            (i) Deferrals made by an Eligible Officer under an Agreement shall
be invested in phantom units of (and if applicable, fractional phantom units of)
Common Stock and/or Mutual Funds, as directed by the Eligible Officer. As of
each pay date that deferrals are withheld from an Eligible Officer's
compensation, such deferrals shall be converted by the Committee into such
phantom units (and, if applicable, fractional units). The amount of the
deferrals withheld from the Eligible Officer's compensation on such pay date and
designated for a particular investment option shall be divided by the per unit
value of phantom units of such investment option on such date, as determined
under (d) below. Such phantom units shall be credited to the respective Eligible
Officers' Accounts.

            (ii) Any reapportionment of amounts already credited to an Eligible
Officer's Account(s) shall occur on the first pay date of the calendar year to
which the Eligible Officer's Agreement applies.

      (d) Valuation of Phantom Units. As of each pay date, the Committee shall
determine the fair market value of one share of Common Stock and one share of
each Mutual Fund. With respect to the Mutual Funds, and during such time as the
Common Stock is listed upon an established stock exchange or market, the per
share "fair market value" on any relevant day shall be deemed to be the quoted
closing price on the immediately preceding business day. A phantom unit of
Common Stock shall be deemed equivalent in value to one share of Common Stock of
the Company and a phantom unit of a Mutual Fund shall be deemed equivalent in
value to one share of such Mutual Fund. The fair market value of a share and the
value of phantom units, as determined by the Committee, shall be conclusive.

      (e) Adjustments to Phantom Units of Common Stock. In the event of any
change in the outstanding shares of the Common Stock by reason of any stock
dividend or split, the Committee shall make appropriate adjustments in the
number of phantom units of Common Stock theretofore allocated to Eligible
Officers' Accounts. In the event of a corporate transaction, such as a
recapitalization, merger, consolidation, separation, reorganization, or similar
corporate change, the Plan shall be assumed by the surviving or successor
corporation and the Committee (or its successor) shall make appropriate
adjustments in the number of phantom units theretofore allocated to Eligible
Officers' Accounts. For example, if the Company is acquired by another
corporation and shareholders of the Company receive



two shares of the acquirer's stock for each share of Common Stock, the Committee
(or its successor) shall convert each phantom unit of Common Stock into two
phantom units of the acquirer's stock.

      (f) Dividend Payments and Distributions. Each Eligible Officer's Account
shall be credited, for each phantom unit of Common Stock and/or each phantom
unit of a Mutual Fund in his/her Account, an amount equal to the actual amount
of any cash dividend paid on a share of Common Stock of the Company and/or of
any cash distribution paid with respect to a share of the Mutual Fund,
respectively. A dividend amount on Common Stock shall be reinvested in phantom
units of Common Stock on the pay date coinciding with or immediately following
the date the dividend amount is credited to the Account. A distribution amount
with respect to a Mutual Fund shall be immediately reinvested in phantom units
of the Mutual Fund.

      (g) No Shareholder Rights. The crediting of phantom units of Common Stock
or of a Mutual Fund shall not entitle any Eligible Officer to voting rights or
any other rights of a shareholder with respect to such units.

      (h) Vesting. An Eligible Officer's interest in amounts and phantom units
of Common Stock or of a Mutual Fund credited to his/her Account shall be fully
vested and nonforfeitable at all times.

      (i) Limit on Number of Units and Shares. Unless this Plan has been
approved by the Company's shareholders, the aggregate number of phantom units of
Common Stock allocated to Accounts under this Section 3 and of shares of Common
Stock distributed under Section 4 hereof shall not exceed 25,000.

      (j) Annual Reports. The Committee shall provide each participating
Eligible Officer with an annual statement of his/her Deferred Compensation
Account balance(s).

      4. Distribution.

      (a) Form. All distributions of amounts invested in phantom units of Common
Stock under the Plan shall be made in the form of Common Stock. An Eligible
Officer shall receive one share of Common Stock for each phantom unit of Common
Stock credited to his/her Account. However, the value of any fractional phantom
unit shall be distributed in cash. Distributions of amounts invested in phantom
units of a Mutual Fund shall be made in cash.

      (b) General Rule. As of January 31 of the year following the year in which
the Eligible Officer dies, retires, resigns, becomes disabled or otherwise
ceases to be an employee of the Company and its affiliates, the total amount of
phantom units credited to the Eligible Officer's Account under the Plan shall be
distributed to the Eligible Officer (or upon his/her death, to his/her
designated beneficiary) in accordance with one of the alternatives set forth
below:

            (i) one single payment; or

            (ii) any number of annual installments (as calculated in the
following paragraph) for a period of two to 10 years. Installments shall be paid
annually as of January 31 until the balance in the Eligible Officer's Account is
exhausted.

Selection of a distribution alternative shall be made at the time the Eligible
Officer executes the Agreement. Except as provided in the following paragraph,
each installment payment, other than the final payment, shall include:



                  (1) the number of shares of Common Stock shall be equal to 1/n
multiplied by the number of phantom units of Common Stock in the Eligible
Officer's Account as of the previous December 31, where "n" equals the number of
payments yet to be made;

                  (2) the amount to be paid in cash shall be equal to 1/n
multiplied by the value of the phantom units of Mutual Funds in the Eligible
Officer's Account as of the previous December 31, where "n" equals the number of
payments yet to be made.

The final payment will equal the balance in the Eligible Officer's Account as of
the final January 31 payment date, and such payment shall be made as soon as
practicable after such date. For example, if payments are to be made in 10
annual installments commencing on January 31, 2000, the first payment shall be
equal to 1/10th of the number of phantom units of Common Stock in the Account on
December 31, 1999 plus 1/10th of the value of the Mutual Fund phantom units in
the Account as of December 31, 1999, the following year's payment would be equal
to 1/9th of the number of phantom units of Common Stock on December 31, 2000
plus 1/9th of the value of the Mutual Fund phantom units as of December 31,
2000, etc.

If the total value of Eligible Officer's Account as of the date of the first
scheduled payment does not exceed $5,000, the Company shall instead distribute
such Account in a single payment as of that date. Further, the Eligible Officer
may not select a period of time which will cause the value of an annual payment
to be less than $1,000. Notwithstanding the foregoing, in the event the Eligible
Officer ceases to be an employee of the Company and its affiliates and becomes a
proprietor, officer, partner, or employee of, or otherwise becomes affiliated
with, any business or entity that is in competition with the Company or any of
its affiliates, the Company reserves the right at the sole discretion of the
Committee to make an immediate single payment to the Eligible Officer of the
balance of the Eligible Officer's Account at that time.

      (c) Hardship Distributions. Notwithstanding the preceding two paragraphs,
the Company may at any time make a single payment to the Eligible Officer (or
surviving beneficiary) equal to a part or all of the balance in the Eligible
Officer's Account upon a showing of an unforeseeable (i.e., unanticipated)
financial emergency caused by an event beyond the control of the Eligible
Officer (or surviving beneficiary) which would result in severe financial
hardship to the Eligible Officer (or surviving beneficiary) if such payment were
not made. The determination of whether such emergency exists shall be made at
the sole discretion of the Committee (with the Eligible Officer requesting the
payment not participating in the discussion or the decision, if he/she is also a
member of the Committee). The amount of the payment shall be limited to the
amount necessary to meet the financial emergency, and any remaining balance in
the Eligible Officer's Account shall thereafter be paid at the time and in the
manner otherwise set forth in this Section.

      (d) Delay of Payments. Notwithstanding the foregoing, the Committee may
delay payment of all or a portion of an amount payable from an Eligible
Officer's Account in order to render all such payments deductible by the
Company. In addition, if the Committee determines that the listing,
registration, or qualification of any Common Stock issuable under the Plan upon
any securities exchange or under any state or Federal law, or the consent of any
regulatory body, is necessary in connection with the operation of the Plan, the
issuance of Common Stock under the Plan may be deferred until such listing,
registration, qualification, or consent is obtained.

      5. Designation of Beneficiary. An Eligible Officer may designate in
writing any person or legal entity as his/her beneficiary to receive any amounts
payable from his/her



Account(s) upon his/her death. If there is no beneficiary designation in effect
at the Eligible Officer's death or the designated beneficiary does not survive
the Eligible Officer, any amounts in the Eligible Officer's Account shall be
paid in a single payment to the Eligible Officer's estate. If the designated
beneficiary dies after beginning to receive installment payments, any amounts
payable from the Eligible Officer's Account shall be paid in a single payment to
the beneficiary's estate at the beneficiary's death.

      6. Claims Procedure The procedure for presenting claims under the Plan and
appealing denials thereof is set forth in this Section 6.

      (a) Filing of Claims. Any Eligible Officer or beneficiary (the "claimant")
may file a written claim for a Plan benefit with the Committee or its delegate.

      (b) Notice of Denial of Claim. In the event of a denial of any benefit
requested by any claimant, the claimant shall be given a written notification
containing specific reasons for the denial. The written notification shall
contain specific reference to the pertinent Plan provisions on which the denial
is based. In addition, it shall contain a description of any additional material
or information necessary for the claimant to perfect a claim and an explanation
of why such material or information is necessary. Further, the notification
shall provide appropriate information as to the steps to be taken if the
claimant wishes to submit his/her claim for review.

The written notification shall be given to the claimant within 90 days after
receipt of his/her claim by the Committee (or its delegate) unless special
circumstances require an extension of time for processing, in which case written
notice of the extension shall be furnished to the claimant prior to the
termination of the original 90-day period, and such notice shall indicate the
special circumstances which make the postponement appropriate. In no event may
the extension exceed a total of 180 days from the date of the original receipt
of the claim.

      (c) Right of Review. In the event of a denial of benefits, the claimant
shall be permitted to review the pertinent documents and to submit to the
Committee (or its delegate) issues and comments in writing. In addition, the
claimant may make a written request for a full and fair review of his/her claim
and its denial by the Committee (or its delegate). Such written request must be
received by the Committee (or its delegate) within 60 days after receipt by the
claimant of written notification of the denial of the claim.

      (d) Decision on Review

            (i) Time Within Which Decision to be Rendered. A decision shall be
rendered by the Committee (or its delegate) within 60 days after the receipt of
the request for review. However, where special circumstances make a longer
period for decision necessary or appropriate, the decision of the Committee (or
its delegate) may be postponed on written notice to the claimant (prior to the
expiration of the initial 60-day period) for an additional 60 days. In no event
shall the decision of the Committee (or its delegate) be rendered more than 120
days after the receipt of the request for review.

            (ii) Written Decision Required. Any decision by the Committee (or
its delegate) shall be furnished to the claimant in writing in a manner
calculated to be understood by the claimant and shall set forth the specific
reason(s) for the decision and the specific Plan provision(s) on which the
decision is based.

      (e) Deemed Denial. If a decision on a claim is not rendered within the
time period prescribed in (b) or (d) above, the claim shall be deemed denied.



      7. Amendment and Termination of the Plan. The Company reserves the right
to amend or terminate the Plan at any time. The balance in the Eligible
Officer's Account(s) shall remain subject to the provisions of the Plan and
distribution will not be accelerated because of the termination of the Plan.

      8. Non-Assignability. The right of the Eligible Officer or any other
person to receive payments under this Plan or any Agreement hereunder shall not
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Eligible Officer or any beneficiary.

      9. Miscellaneous.

      (a) No Funding. The Company shall not be required to fund or secure in any
way its obligations hereunder. Nothing in the Plan or in any Agreement hereunder
and no action taken pursuant to the provisions of the Plan or of any Agreement
hereunder shall be construed to create a trust or a fiduciary relationship of
any kind. Payments under the Plan and any Agreement hereunder shall be made when
due from the general assets of the Company. Neither an Eligible Officer nor
his/her designated beneficiary shall acquire any interest in such assets by
virtue of the Plan or any Agreement hereunder. This Plan constitutes a mere
promise by the Company to make payments in the future, and to the extent that an
Eligible Officer or his/her designated beneficiary acquires a right to receive
any payment from the Company under the Plan, such right shall be no greater than
the right of any unsecured general creditor of the Company. The Company intends
for this Plan to be unfunded for federal income tax purposes and for the
purposes of Title I of ERISA.

      (b) Administration and Interpretation. The Plan shall be administered by
the Committee, which shall consist of at least two directors of the Company, who
shall be appointed by, and shall serve at the pleasure of, the Company's Board
of Directors (the "Board"). In the event a committee has not been established in
accordance with the preceding sentence, the "Committee" shall consist of the
entire Board. Each member of such Committee, while serving as such, shall be
deemed to be acting in his/her capacity as a director of the Company.

      The Committee shall have full power, authority, and discretion to
interpret, construe, and administer this Plan and any Agreement hereunder and
its interpretation and construction thereof, and actions hereunder, including
any determination of eligibility to participate and valuation of an Eligible
Officer's Account(s), or the amount or recipients of the payment to be made
therefrom, shall be binding and conclusive on all persons for all purposes. The
Committee shall not be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan and any
Agreement hereunder unless attributable to its own willful misconduct or lack of
good faith. The Committee shall be the Plan Administrator and the "Named
Fiduciary" within the meaning of section 402 of ERISA.

      (c) Withholding. To the extent required by law, the Company shall withhold
federal or state income or employment taxes with respect to any payments under
the Plan or any Agreement hereunder and shall furnish the Eligible Officer (or
beneficiary) and the applicable governmental agency or agencies with such
reports, statements or information as may be required in connection with such
payments. As a condition of receiving a payment under the Plan, the Eligible
Officer (or beneficiary) must remit to the Company an amount in cash equal to
such amount of income and/or employment taxes required to be withheld, if the
cash to be distributed is insufficient to cover the amount required to be
withheld.

      (d) Incapacity of Payee. If the Committee shall find that any person to
whom any payment is payable under this Plan or any Agreement hereunder is unable
to care for his/her affairs because of



illness or accident, or is a minor, any payment due (unless a prior claim
therefor shall have been made by a duly appointed guardian, committee or other
legal representative) may be paid to the spouse, a parent, or a brother or
sister, or to any person deemed by the Committee to have incurred expense for
the person who is otherwise entitled to payment, in such manner and proportions
as the Committee may determine. Any such payment shall serve to discharge the
liability of the Company under this Agreement to make payment to the person who
is otherwise entitled to payment.

      (e) Expenses. All expenses incurred in administering this Plan and any
Agreement hereunder shall be paid by the Company.

      (f) No Additional Rights. Nothing in this Plan or any Agreement hereunder
shall be construed as conferring any right on the part of the Eligible Officer
to be or remain an employee of the Company or its affiliates or to receive any
particular amount of compensation.

      (g) Binding Nature. This Plan and any Agreement hereunder shall be binding
upon, and inure to the benefit of, the Company, its successors and assigns, and
each Eligible Officer and his/her heirs, executors, administrators, and legal
representatives.

      (h) Gender and Number. In interpreting the Plan, masculine gender may
include the feminine, neuter gender may include the masculine or feminine, and
the singular may include the plural, unless the context clearly indicates
otherwise.

      (i) Headings. The headings of this Plan are for reference only. In the
event of a conflict between a heading and the context of the Section or
subsection, the content of the Section or subsection shall control.

      (j) Governing Law. This Plan and any Agreement hereunder shall be governed
by and construed under the laws of the State of Delaware.

      (k) Effective Date. This Plan shall be effective as of July 1, 1999.