Gen-Probe Incorporated Deferred Compensation Plan Effective June 30, 2005 Amended and Restated January 1, 2008

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2.1

Account . Account means a bookkeeping account maintained by the Plan Administrator to record deferrals allocated to it by the Participant, Company Contributions (if any), Deemed Investments, distributions, and such other transactions, if any, that may be required to properly administer the Plan. An Account shall be utilized solely as a device for the measurement of the value of the Account Balance to be paid by a Participating Employer to a Participant under the Plan. The Plan Administrator shall maintain appropriate sub-Accounts to reflect amounts payable at different times and in different forms, in accordance with the terms of the Plan. The Account shall not constitute or be treated as an escrow, trust fund, or any other type of funded account for the Code or ERISA purposes and amounts credited thereto shall not be considered “plan assets” for federal income tax or ERISA purposes.

2.2

Account Balance . Account Balance means, with respect to the Deferred Compensation Account or any component Account, the value of such Account as of the most recent Valuation Date.

2.3

Allocation Election . Allocation Election means a choice by a Participant of one or more Investment Options, and the allocation among them, in which future Participant deferrals and/or existing Account Balances are Deemed Invested for purposes of determining earnings in a particular Account.

2.4

Beneficiary . Beneficiary means one or more persons, trusts, estates or other entities, designated in accordance with Article XII, that are entitled to receive benefits under the Plan upon the death of a Participant.

2.5

Beneficiary Designation Form . Beneficiary Designation Form means the form established from time to time by the Committee that a Participant completes, signs, and returns to the Committee (or its designated agent) to designate one or more Beneficiaries.

2.6

Business Day . A Business Day is each day on which the New York Stock Exchange is open for business.

2.7

Change in Control . A Change in Control occurs on the date on which there is (a) a change in the ownership of the Company, (b) a change in the effective control of the Company or (c) a change in the ownership of a substantial portion of the Company’s assets, in each case, as described herein, provided that the transaction will constitute a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets, as described in Treasury Regulation Section 1.409A-3(i)(5). For purposes of this Section, a change in ownership of the Company occurs on the date on which any one person or more than one person acting as a group acquires ownership of stock of the Company that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. A change in the effective control of the Company occurs on the date on which either (i) a person or more than one person acting as a group acquires ownership of stock of the Company possessing 51% or more of the total voting power of the stock of the Company or (ii) a majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors prior to the date of the appointment or election. A change in the ownership of a substantial portion of assets of the Company occurs on the date on which any one person or more than one person acting as a group acquires assets from the Company that have a total gross fair market value equal to or more than 51% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. With respect to a Participating Employer other than the Company, a Change in Control shall occur on the date that the Company or its affiliates (or any combination of the foregoing) shall cease to be the beneficial owners of at least 50% of the total fair market value or total voting power of the outstanding voting securities of the Participating Employer or a sale of substantially all of the assets of a Participating Employer to a party other than the Company or one of its affiliates, provided that in either case, the transaction will constitute a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets, as described in Treasury Regulation Section 1.409A-3(i)(5).

2.8

Code . Code means the Internal Revenue Code of 1986, as amended from time to time.

2.9

Committee . Committee means the Compensation Committee of the Board of Directors of the Company, or such individuals appointed by the Board of Directors to act as the Committee with duties and responsibilities to administer the Plan and to make such other discretionary decisions as are relegated to the Committee herein.

2.10

Company . Company means Gen-Probe Incorporated, a Delaware corporation.

2.11

Company Discretionary Contribution . Company Discretionary Contribution means a Company Contribution made in the sole discretion of a Participating Employer in accordance with Section 5.1 or 5.2 of the Plan.

2.12

Company Contribution Account . Company Contribution Account means the Participant’s share of (a) Discretionary Company Matching Contributions (as described in Section 5.1(a)) plus (b) Discretionary Matching Make-Up Contributions (as described in Section 5.1(b) plus (c) changes in value of the Deemed Investments hereon credited (or debited) in accordance with Section 2.16, net of all distributions from such account.

2.13

Compensation . Compensation means, for purposes of this Plan, base salary (including any deferred salary under a Code Section 401(k) or 125 plan), bonus, commission, Directors’ Fees and such other cash compensation (if any) approved by the Plan Administrator as Compensation for purposes of this Plan. Compensation shall not include payroll deductions pursuant to any other employee benefit plan or any contract or arrangement between the Participant and the Participating Employer or any deduction required by law or court order.

2.14

Compensation Deferral Agreement . Compensation Deferral Agreement means an agreement submitted to the Plan Administrator in which a Participant makes an initial deferral election, which election shall comply with the applicable requirements of Code Section 409A, including: (a) making an election to defer Compensation in accordance with Article IV, (b) designating a payment date(s) or event(s) which is/are permissible under the applicable requirements of Code Section 409A and the terms of the Plan and (c) specifying a Payment Schedule with respect to distributions from the Plan. In the discretion of the Plan Administrator, a Compensation Deferral Agreement may also be used to make an Allocation Election and/or to make subsequent deferral elections in accordance with the applicable requirements of Code Section 409A. Unless otherwise provided in Section 4.2 hereof, a Compensation Deferral Agreement remains in effect from Plan Year to Plan Year until modified in accordance with the Plan. Notwithstanding the foregoing, and subject to the provisions of Section 3.3, the Plan Administrator may modify a Participant’s Compensation Deferral Agreement at any time as necessary (and only as necessary and permitted under the applicable requirements of Code Section 409A) to conform the Compensation Deferral Agreement and the Plan to applicable law.

2.15

Death Benefit . Death Benefit shall mean a distribution of the total amount of the Participant’s Deferred Compensation Account Balance, including any remaining unpaid In Service Account balances, to the Participant’s Beneficiary(ies) in accordance with Article VII of the Plan.

2.16

Deemed Investment . A Deemed Investment means the conversion of a dollar amount of deferred Compensation and Company Contributions (if any) credited to a Participant’s Deferred Compensation Account into notional shares or units or ownership (or a fraction of such measures of ownership, if applicable) of a security (e.g. mutual fund, company stock, or other investment) which is referred to by the Investment Option(s) selected by the Participant. The conversion shall occur as if shares (or units) of the designated investment were being purchased (or sold, in the case of a distribution) at the purchase price as of the close of business of the day on which the Deemed Investment occurs. At no time shall a Participant have any real or beneficial ownership in the actual security to which the Investment Option refers, irrespective of whether such a Deemed Investment is

mirrored by an actual identical investment by the Company or a trustee acting on behalf of the Company.

2.17

Deferred Compensation Account . Deferred Compensation Account means the Account maintained by the Plan Administrator that records the total amount of liability of a Participating Employer to a Participant at any point in time, and includes all unpaid In Service Accounts, the Retirement/Termination Account, and any other Account maintained by the Plan Administrator (e.g. a separate Company Contribution Account) to properly administer the Plan.

2.18

Directors . Directors means non-employee members of the Board of Directors of the Company.

2.19

Directors’ Fees . Directors’ Fees means retainers, meeting fees, chairperson fees and any other cash remuneration paid by the Company for services as a member of the Board of Directors.

2.20

Disability . Disability means that a Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer. The determination of the existence of a Disability shall be made by the Plan Administrator in accordance with Section 409A of the Code and the regulations and guidance promulgated thereunder.

2.21

Disability Benefit . Disability Benefit means payment by a Participating Employer to a Participant of the Deferred Compensation Account Balance, including any remaining unpaid In Service Account balances, due to the Participant’s Disability.

2.22

Effective Date . Effective Date means January 1, 2008.

2.23

Eligible Employee . Eligible Employee means an Employee who is part of a select group of management or highly compensated employees of the Company or a Participating Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and who is selected by the Committee to participate in the Plan.

2.24

Employee . Employee means a full-time salaried employee of a Participating Employer.

2.25

ERISA . ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.26

In Service Account . In Service Account means each Account established pursuant to Section 4.6 to identify the portion of a Participant’s Deferred Compensation Account to be paid on each In Service Distribution Date. Each In Service Account shall be credited with deferrals as specified in the Participant’s Compensation Deferral Agreements, plus

earnings on Deemed Investments in accordance with such Participant’s Allocation Election. Unless otherwise specified by the Plan Administrator on the Compensation Deferral Agreement, a Participant may have a maximum of five (5) In Service Accounts with balances greater than zero at any given time (or such other maximum amount as determined by the Plan Administrator). A single In Service Account shall be maintained with respect to each In Service Distribution Date and all elections with respect thereto shall apply to the entire In Service Account Balance.

2.27

In Service Distribution . In Service Distribution means a payment by a Participating Employer to a Participant from an In Service Account on or after the In Service Distribution Date.

2.28

In Service Distribution Date . In Service Distribution Date means the date on which payment of an In Service Account Balance will commence in accordance with a Payment Schedule.

2.29

Investment Option . Investment Option means a notional security such as a mutual fund, life insurance policy separate account, company stock, or other investment approved by the Plan Administrator for use as part of an Investment Option menu, which a Participant may elect as a measuring device to determine Deemed Investment earnings (positive or negative) to be valued in the Participant’s Account(s). The Participant has no real or beneficial ownership in the security or other investment represented by the Investment Option.

2.30

Participant . Participant means a Director or an Eligible Employee employed by a Participating Employer who: (a) has elected to defer Compensation in accordance with the Plan; (b) has received a Company Contribution; or (c) has a Deferred Compensation Account Balance greater than zero, regardless of whether the Participant is employed by a Participating Employer or continues to provide services as a Director. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.

2.31

Participating Employer . Participating Employer means the Company and any subsidiary or affiliate of the Company that has adopted the Plan and that assumes exclusive responsibility for payment of benefits to its employees and Directors who are Participants in accordance with the terms of the Plan. A Participating Employer’s liabilities under this Plan shall be limited to the benefit obligations owed to its employees and Directors and shall not extend to the obligations owed to employees or Directors of any other Participating Employer arising hereunder.

2.32

Payment Schedule . Payment Schedule means the form of payment for a distribution under the Plan. Unless otherwise indicated by the Plan Administrator on the Compensation Deferral Agreement, the Retirement Benefit of a Participant may be paid (a) in a lump sum between 0% and 100% of the Participant’s Deferred Compensation Account and (b) the balance, if any, in annual installments from two (2) to fifteen (15) years. In the event a Participant elects a lump sum payment less than 100% of the Deferred Compensation Account Balance (a “partial lump sum”), the “partial lump sum” shall at all times with respect to the amounts deferred be treated as a separate payment,

and the installment payments for the balance of the Deferred Compensation Account Balance shall, at all times with respect to the amounts deferred, be treated as a single separate payment. An In Service Account may be paid in a lump sum equal to 100% of the In Service Account Balance or in annual installments from two (2) to five (5) years.

2.33

Performance-Based Compensation . Performance-Based Compensation means Compensation based on services performed over a period of not less than twelve months and which meets the following requirements: (a) the payment of the Compensation or the amount of the Compensation is contingent upon the satisfaction of pre-established organizational or individual performance criteria and (b) the performance criteria are not substantially certain to be met at the time a Compensation Deferral Agreement is submitted to the Plan Administrator. For purposes hereof and beginning on and after January 1, 2007, “pre-established organizational or individual performance criteria” shall mean criteria which are established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance criteria may be subjective but must relate to the performance of the Participant, a group of Employees that includes the Participant or a business unit (which may include the Company) for which the Participant provides services. The determination that any subjective performance criteria have been met shall not be made by the Participant or by a family member of the Participant. Performance-Based Compensation does not include any amount or portion of any amount that will be paid regardless of performance or which is based on a level of performance that is substantially certain to be met at the time the criteria is established.

2.34

Plan . Plan means the Gen-Probe Incorporated Deferred Compensation Plan as amended and restated herein, and as it may be amended from time to time hereafter.

2.35

Plan Administrator . Except as provided in Article VIII hereof, Plan Administrator means the individual or individuals appointed by the Committee. The Plan Administrator is responsible for such recordkeeping and other administrative responsibilities delegated to it by the Committee and as are specified under the Plan.

2.36

Plan Year . Plan Year means January 1 through December 31 starting with 2005. The first Plan Year shall be a short Plan Year beginning June 30, 2005.

2.37

Retirement . Retirement, with respect to a Participant who was an Eligible Employee, shall mean the Separation from Service with a Participating Employer after reaching age 55 with at least five (5) Years of Service with the Company (including all Participating Employers). Retirement shall also mean, with respect to a Director, a Separation from Service. Any determination of whether a Separation from Service constitutes Retirement for purposes of this Plan shall be made in the sole discretion of the Committee.

2.38

Retirement Benefit . Retirement Benefit shall mean a payment by the Company of a Participant’s Deferred Compensation Account Balance (including all unpaid In Service Account Balances) to the Participant upon such Participant’s Retirement, in accordance

with the Participant’s Payment Schedule election or as otherwise specified in Article V of the Plan.

2.39

Retirement/Termination Account . Retirement/Termination Account shall mean, prior to the payment of a Retirement or Termination Benefit, that portion of the Deferred Compensation Account not allocated to In Service Accounts. Unless otherwise provided by the Plan Administrator, the Retirement/Termination Account shall be maintained as a single Account and all elections with respect thereto (other than an Allocation Election) shall apply to the entire Retirement/Termination Account Balance.

2.40

Separation from Service . Separation from Service shall mean the termination of a Participant’s employment or service with a Participating Employer for any reason which constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, including Treasury Regulation Section 1.409A-1(h).

2.41

Specified Employee . Specified Employee shall mean any Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with Treasury Regulation Section 1.409A-1(i).

2.42

Termination Benefit . Termination Benefit shall mean a payment by the appropriate Participating Employer of a Participant’s Deferred Compensation Account Balance (including all unpaid In Service Account Balances) upon Separation from Service with a Participating Employer for a reason other than Retirement or death, as specified in Article V of the Plan.

2.43

Unforeseeable Emergency . An unforeseeable emergency is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as defined in Treasury Reg. Section 1.409A-3(i)(3)(i). The Plan Administrator, in its sole discretion and subject to the requirements of Section 409A of the Code and the regulations thereunder, shall determine whether a Participant has experienced an Unforeseeable Emergency.

2.44

Valuation Date . Valuation Date shall mean each Business Day except as specified below.

(c)

The Valuation Date for a Disability Benefit shall be the last Business Day of the month in which the Plan Administrator determines that the Participant is Disabled.

(d)

The Valuation Date for a Death Benefit is the last day of the month in which the Participant’s death occurs.

3.1

Eligibility and Participation . Each Director and Eligible Employee shall be eligible to participate in this Plan. A Director or an Eligible Employee becomes a Participant upon submission of a Compensation Deferral Agreement to the Plan Administrator (or, if earlier, the date on which a credit of Company Contributions is made to such individual’s Account).

3.2

Duration . A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions subject to the terms of the Plan as long as such Participant is an Eligible Employee or a Director. A Participant who is no longer an Eligible Employee but continues to be employed by a Participating Employer may not defer Compensation but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her Deferred Compensation Account. On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Deferred Compensation Account is greater than zero and during such time may continue to make Allocation Elections. An individual shall cease participation in the Plan when all benefits under the Plan to which he or she is entitled have been paid.

3.3

Revocation of Future Participation . Notwithstanding the provisions of Section 3.2, the Committee may, in its discretion, revoke such Participant’s eligibility to make future deferrals under this Plan. Such revocation will not affect in any manner a Participant’s Deferred Compensation Account or other terms of this Plan.

3.4

Notification . Each newly eligible Director and each newly Eligible Employee shall be notified by the Plan Administrator, in writing, of his or her eligibility to participate in this Plan.

3.5

Leave of Absence .

4.1

Deferral Elections . A Participant shall make deferral elections by completing and submitting to the Plan Administrator the Compensation Deferral Agreement which shall specify the deferral, investment and distribution information as described in this Article IV.

4.2

Time of Election .

4.3

Amount of Deferral . The deferral election under a Compensation Deferral Agreement shall designate a dollar amount or whole percentage of Compensation to be deferred. The Plan Administrator may establish a minimum or maximum deferral amount for each component of Compensation and may permit separate elections for each component of Compensation. Unless otherwise specified by the Plan Administrator in the Compensation Deferral Agreement, Participants may defer up to 80% of their base salary, bonus or Directors’ Fees and up to 100% of all other Compensation for a Plan Year.

4.4

Changes To A Deferral Election .

Years (or fiscal years, if appropriate) until modified or revoked during an enrollment period designated by the Plan Administrator. A modification or revocation will apply prospectively to the Performance-Based Compensation described in the enrollment materials.

(c)

Unforeseeable Emergency . A Participant’s election to defer Compensation during the Plan Year in which such Compensation is earned (or, in the case of Performance-Based Compensation, after the deadline specified in the enrollment materials) shall be canceled following a distribution as a result of an Unforeseeable Emergency as described in Section 7.6.

(a)

Initial Election . A Participant’s Compensation Deferral Agreement may designate an In Service Distribution Date. The Plan Administrator shall create an In Service Account for the In Service Distribution Date to be credited with the deferred Compensation