ATRION CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

1.   Purpose; Effective Date .  Atrion Corporation (the "Company") has established this Deferred Compensation Plan for Non-Employee Directors (the "Plan") for the purpose of providing an unfunded nonqualified deferred compensation plan for the non-employee directors of the Company (the "Directors"). The Plan shall be effective as of the date of approval by the Board of Directors of the Company (the "Board").

2.   Eligibility . Persons eligible to defer compensation under the Plan shall consist of the Directors.  Any Director who has submitted a Deferred Fee Election Form, as defined below, is hereinafter referred to as a "Participant."

3.   Deferred Fees .  A Director may elect to defer receipt of all or a portion of the cash fees payable for services as a director and for services as a member of a Committee of the Board for a calendar year (the "Fees") by submitting to the Company an election form with respect to such Fees (the "Deferred Fee Election Form").  The Deferred Fee Election Form must be submitted to the Company no later than the applicable Deferral Deadline, as defined below.  A Deferred Fee Election Form submitted by a Participant shall be irrevocable once the Deferral Deadline for those Fees has passed, but the Participant may modify or terminate a Deferred Fee Election Form with respect to Fees payable in any year by submitting a revised Deferred Fee Election Form or otherwise giving written notice to the Company at any time on or prior to the Deferral Deadline for those Fees.  The Deferral Deadline for an election to defer Fees for services performed in any calendar year shall be the last day of the prior calendar year; provided, however, that the Deferral Deadline for a Director's first year of eligibility in this Plan shall be the 30th day following the date the Director becomes eligible to participate in this Plan with respect to Fees payable for services performed after the election is made.  Directors are eligible to participate in the Plan upon election to the Board.

4.   Stock Unit Accounts .

(a)  Accounts. The Company shall establish on its books a Stock Unit Account ("Stock Unit Account") for each Participant that elects to defer Fees, which shall be denominated in Stock Units, including fractional Stock Units.  On the first business day of each calendar year, the Stock Unit Account shall be credited with a number of Stock Units equal to the Fees deferred by the Director (the "Deferred Fees") divided by the closing price of the common stock of the Company (the "Common Stock") on the next preceding date on which any Shares of Common Stock were traded on any national securities exchange on which shares of Common Stock are listed. Also on the first business day of each calendar year, each Stock Unit Account shall be credited with an additional number of Stock Units (including fractional Stock Units) equal to the total amount of dividends that would have been paid during the prior year on the number of Stock Units recorded as the balance of that Stock Unit Account on each date such dividends were paid divided by the closing price for the Common Stock on such dividend payment dates.

(b)  Statement of Account. At least annually, a report shall be issued by the Company to each Participant setting forth the balance of the Participant's Stock Unit Account under the Plan.

(c)  Effect of Change in Control on Stock Unit Accounts. At the time of consummation of a Change in Control (as defined below), if any, any Stock Units that are not vested shall vest.  At such time, the total amount credited to a Participant's Stock Unit Account shall be converted into a credit for cash or common stock of the acquiring company ("Acquiror Stock") based on the consideration received by stockholders of the Company ("Stockholders") in the Change in Control, as follows:

(i)  Stock Transaction. If Stockholders receive Acquiror Stock in the Change in Control, then (1) the amount credited to each Participant's Stock Unit Account shall be converted into a credit for the number of shares of Acquiror Stock that the Participant would have received as a result of the Change in Control if the Participant had actually held the Common Stock credited to his or her Stock Unit Account immediately prior to the consummation of the Change in Control, and (2) Stock Unit Accounts will thereafter be denominated in shares of Acquiror Stock and ongoing deferral of Fees shall continue to be made into the Stock Unit Accounts as so denominated in accordance with the terms of outstanding deferral elections.

(ii)  Cash or Other Property Transaction. If Stockholders receive cash or other property in the Change in Control, then (1) the amount credited to a Participant's Stock Unit Account shall be converted into a cash credit for the amount of cash or the value of the property that the Participant would have received as a result of the Change in Control if the Participant had actually held the Common Stock credited to his or her Stock Unit Account immediately prior to the consummation of the Change in Control, and the cash so credited to the Participant shall be distributed in a lump sum to the Participant in January of the year following the Change of Control, and (2) Stock Unit Accounts shall no longer exist under the Plan, and there shall be no ongoing deferrals.

(iii)  Combination Transaction. If Stockholders receive Acquiror Stock and cash or other property in the Change in Control, then (1) the amount credited to each Participant's Stock Unit Account shall be converted in part into a credit for Acquiror Stock under Section 4(c)(i) and in part into a credit for cash under Section 4(c)(ii) in the same proportion as such consideration is received by the Stockholders, and (2) ongoing deferral and crediting of Fees shall continue to be made into the Stock Unit Accounts as provided in Section 4(c)(i) in accordance with the terms of outstanding deferral elections.

(iv)  Change in Control.  For purposes of this Plan, a "Change of Control" shall mean the occurrence of any of the following events: (a) any person, entity or affiliated group, excluding the Company or any employee benefit plan of the Company, acquiring more than twenty-five percent (25%) of the then outstanding shares of voting stock of the Company, (b) the consummation of any merger or consolidation of the Company into another company, such that the holders of the shares of the voting stock of the Company immediately before such merger or consolidation own less than fifty percent (50%) of the voting power of the securities of the surviving company or the parent of the surviving company, (c) the adoption of a plan for complete liquidation of the Company or the sale or disposition of all or substantially all of the Company's assets of the Company, such that after the transaction, the holders of the shares of the voting stock of the Company immediately prior to the transaction own less than fifty percent (50%) of the voting securities of the acquiror or the parent of the acquiror, or (d) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

5.   Vesting .  Subject to Section 6 hereof, each Stock Unit, other than Stock Units credited on the first business day of each year to a Stock Unit Account as a dividend equivalent, shall vest as follows:  (a) 25% of such Stock Unit shall vest on the date on which it is credited to the Stock Unit Account; (b) 25% of such Stock Unit shall vest on the April 1 immediately following the date on which it is credited to the Stock Unit Account; (c) 25% of such Stock Unit shall vest on the July 1 immediately following the da