10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008 or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from       to       .

Commission file number 1-5353

TELEFLEX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	23-1147939 (I.R.S. employer identification no.)
155 South Limerick Road, Limerick, Pennsylvania (Address of principal executive offices)	19468 (Zip Code)

Registrant’s telephone number, including area code: (610) 948-5100

Securities registered pursuant to Section 12(b) of the Act:

	Name of Each Exchange
Title of Each Class	On Which Registered
Common Stock, par value $1 per share	New York Stock Exchange
Preference Stock Purchase Rights	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o     No þ

The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant (37,416,803 shares) on June 27, 2008 (the last business day of the registrant’s most recently completed fiscal second quarter) was $2,090,476,784⁽¹⁾. The aggregate market value was computed by reference to the closing price of the Common Stock on such date.

The registrant had 39,543,393 Common Shares outstanding as of February 17, 2009.

Document Incorporated By Reference: certain provisions of the registrant’s definitive proxy statement in connection with its 2009 Annual Meeting of Shareholders, to be filed within 120 days of the close of the registrant’s fiscal year are incorporated by reference in Part III hereof.

⁽¹⁾ For the purposes of this definition only, the registrant has defined “affiliate” as including executive officers and directors of the registrant and owners of more than five percent of the common stock of the registrant, without conceding that all such persons are “affiliates” for purposes of the federal securities laws.

TELEFLEX INCORPORATED
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

TABLE OF CONTENTS

			Page
PART I
	ITEM 1:	BUSINESS		3
	ITEM 1A:	RISK FACTORS		13
	ITEM 1B:	UNRESOLVED STAFF COMMENTS		19
	ITEM 2:	PROPERTIES		19
	ITEM 3:	LEGAL PROCEEDINGS		20
	ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		21
PART II
	ITEM 5:	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		22
	ITEM 6:	SELECTED FINANCIAL DATA		24
	ITEM 7:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		26
	ITEM 7A:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		49
	ITEM 8:	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		51
	ITEM 9:	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		51
	ITEM 9A:	CONTROLS AND PROCEDURES		51
	ITEM 9B:	OTHER INFORMATION		51
PART III
	ITEM 10:	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		51
	ITEM 11:	EXECUTIVE COMPENSATION		52
	ITEM 12:	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		52
	ITEM 13:	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		52
	ITEM 14:	PRINCIPAL ACCOUNTING FEES AND SERVICES		52
PART IV
	ITEM 15:	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		52
SIGNATURES				53
Subsidiaries of the Company
Consent of Independent Registered Public Accounting Firm
CERTIFICATION OF CHIEF EXECUTIVE OFFICER, PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF CHIEF FINANCIAL OFFICER, PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF CHIEF EXECUTIVE OFFICER, PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF CHIEF FINANCIAL OFFICER, PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.9
Exhibit 10.10
Exhibit 10.11
Exhibit 10.12
Exhibit 10.13
Exhibit 10.14
Exhibit 10.15
Exhibit 10.18
Exhibit 10.19
Exhibit 10.20
Exhibit 10.21
Exhibit 10.22
Exhibit 10.23
Exhibit 10.24
Exhibit 21
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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Information Concerning Forward-Looking Statements

All statements made in this Annual Report on Form 10-K, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments; demand for and market acceptance of new and existing products; our ability to integrate acquired businesses into our operations, particularly Arrow International Inc., realize planned synergies and operate such businesses profitably in accordance with expectations; our ability to effectively execute our restructuring programs; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; global economic factors, including currency exchange rates and interest rates; difficulties entering new markets; and general economic conditions. For a further discussion of the risks that our business is subject to, see “Item 1A. Risk Factors” of this Annual Report on Form 10-K. We expressly disclaim any intent or obligation to update these forward-looking statements, except as otherwise specifically stated by us.

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PART I

ITEM 1.   BUSINESS

Overview

Teleflex Incorporated (referred to herein as “we,” “us,” “our,” “Teleflex” and the “Company”) is a diversified company specializing in the design, manufacture and distribution of quality engineered products and services. The Company serves a wide range of customers in segments of the medical, aerospace and commercial industries. The Company’s products include: medical devices used in critical care and anesthesia applications, surgical instruments and devices, cardiac assist devices for hospitals and healthcare providers and instruments and devices delivered to medical device manufacturers; aerospace engine repair products and services and cargo-handling systems and equipment used in commercial aircraft; and marine driver controls, engine assemblies and drive parts, power and fuel management systems and rigging products and services for commercial industries.

For more than 65 years, we have provided specialty-engineered products that help our customers meet their business requirements. We have grown through an active program of development of new products, introduction of products into new geographic or end-markets and through acquisitions of companies with related market, technology or industry expertise. We serve a diverse customer base in over 150 countries through our own operations and through local direct sales and distribution networks.

We are focused on achieving consistent and sustainable growth through our internal growth initiatives which include the development of new products, expansion of market share, moving existing products into new geographies, and through selected acquisitions which enhance or expedite our development initiatives and our ability to grow market share. We continually evaluate the composition of the portfolio of our businesses to ensure alignment with our overall objectives.

We strive to maintain a portfolio of businesses that provide consistency of performance, improved profitability and sustainable growth. To this end, in 2007 we significantly changed the composition of our portfolio through acquisitions in all three business segments and divestitures in both our Commercial and Aerospace segments. Specifically, in our Medical Segment, we completed the acquisition of Arrow International, a medical products company with annual net revenues of over $500 million, which significantly expanded the segment. We also completed the acquisition of a small orthopedic device manufacturer to expand our capability to serve medical device manufacturers. In our Commercial Segment, we acquired a rigging services business with annual net revenues of approximately $25 million. At the end of 2007, we completed the divestiture of our automotive and industrial businesses (“GMS”) with 2007 net revenues of over $860 million, significantly reducing the size of our Commercial Segment. In our Aerospace Segment, we acquired a cargo equipment business with annual net revenues of approximately $55 million and divested a precision — machined components business with approximately $130 million in annual net revenues. These measures were taken to improve margins, reduce cyclicality and focus our resources on the development of our core businesses. We continually evaluate the composition of the portfolio of our businesses to ensure alignment with our overall objectives.

Our Business Segments

We organize our business into three business segments — Medical, Aerospace and Commercial. For 2008, the percentages of our consolidated net revenues represented by our segments were as follows: Medical — 62 percent, Aerospace — 21 percent and Commercial — 17 percent.

Further detail and additional information regarding our segments and geographic areas is presented in Note 16 to our consolidated financial statements included in this Annual Report on Form 10-K.

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Discontinued Operations

At the end of 2007, we completed the sale of our business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems to Kongsberg Automotive Holding ASA for $560 million in cash. On June 29, 2007, we completed the sale of a precision-machined components business in our Aerospace Segment for approximately $134 million in cash and in 2006, we sold a small medical business.

These businesses met the criteria for reporting discontinued operations under Statement of Financial Accounting Standards (“SFAS”) No. 144. “Accounting for the Impairment or Disposal of Long-Lived Assets.” In compliance with SFAS No. 144, the Company has reported results of operations, cash flows and gains (losses) on the disposition of these businesses as discontinued operations for all periods presented. See Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K for further information regarding divestiture activity and accounting for discontinued operations.

The following business segment and product category information reflects businesses in continuing operations as of December 31, 2008.

Business Segment Overview

 Medical

The businesses in our Medical Segment design, manufacture and distribute medical products primarily used in critical care, surgical applications and cardiac care. Additionally, we design, manufacture and supply devices and instruments for medical device manufacturers. We are focused on providing disposable or single use medical products for critical care and surgery that enhance patient outcomes by providing products that are less invasive, reduce infection and improve patient safety.

Our products are largely sold and distributed to hospitals and healthcare providers and are most widely used in the acute care setting for a range of diagnostic and therapeutic procedures and in general and specialty surgical applications. Major manufacturing operations are located in Czech Republic, Germany, Malaysia, Mexico and the United States. Approximately 50 percent of our segment net revenues are derived from customers outside the United States.

In the fourth quarter of 2007, we acquired Arrow International, a leading global supplier of catheter-based medical technology products used for vascular access and cardiac care. This acquisition significantly expanded our disposable medical product offerings for critical care, enhanced our global footprint and added to our research and development capabilities.

Disposable Medical Products for Critical Care:  This is the largest product category in the Medical Segment, representing 64 percent of segment net revenues in 2008. Disposable medical products are used in a wide range of critical care procedures for vascular access, respiratory care, anesthesia and airway management, treatment of urologic conditions, as well as other specialty procedures. Disposable medical products for critical care are generally marketed under the brand names of Arrow, Rüsch, HudsonRCI, Gibeck and Sheridan. The large majority of sales for disposable medical products are made to the hospital/healthcare provider market, with a smaller percentage sold to alternate sites.

Vascular Access Products:  Our vascular access products are generally catheter-based products used in a variety of clinical procedures to facilitate multiple critical care therapies including the administration of intravenous medications, other therapies, and the measurement of blood pressure and taking of blood samples through a single puncture site.

Vascular access catheters and related devices consist principally of central venous access catheters (“CVC”) such as the following: the Arrow-Howe’s^tm Multi-Lumen Catheter, a catheter equipped with three or four channels, or lumens; double-and single-lumen catheters, which are designed for use in a variety of clinical

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procedures; the Arrow Pressure Injectable CVC, which gives clinicians who perform CT scans the option of using an indwelling pressure injectable Arrow CVC without having to insert another catheter for their scan; and percutaneous sheath introducers, which are used as a means for inserting cardiovascular and other catheterization devices into the vascular system during critical care procedures.

We also provide a range of peripherally inserted central catheters, which are soft, flexible catheters inserted in the upper arm and advanced into the superior vena cava and are accessed for various types of intravenous medications and therapies, and radial artery catheters, which are used for measuring arterial blood pressure and taking blood samples. Our offerings include a pressure injectable peripherally inserted catheter which addresses the therapeutic need for a catheter that can withstand the higher pressures required by the injection of contrast media for CT scans.

Our vascular access products also include specialty catheters and related products used in a range of other procedures and include percutaneous thrombolytic devices, which are designed for clearance of thrombosed hemodialysis grafts in chronic hemodialysis patients; and hemodialysis access catheters, including the Cannon^® Catheter, which is used to facilitate dialysis treatment.

Many of our vascular access catheters are treated with the ARROWg+ard^®, or ARROWg+ard Blue Plus^®, antiseptic surface treatments to reduce the risk of catheter related infection. ARROWg+ard Blue Plus, is a newer, longer lasting formulation of ARROWg+ard and provides antimicrobial treatment of the interior lumens and hubs of each catheter.

As part of our ongoing efforts to meet physicians’ needs for safety and management of risk of infection in the hospital setting, we sell a Maximal Barrier Precautions central venous access kit, which includes a full body drape, a catheter treated with the ARROWg+ard antimicrobial technology, and other accessories. The features of this kit were created to address recent guidelines for reducing catheter-related bloodstream infections that were set by a variety of health regulatory agencies, such as the Centers for Disease Control and Prevention and the Joint Commission on the Accreditation of Healthcare Organizations, among others.

Related products include custom tubing sets used to connect central venous catheters to blood pressure monitoring devices and drug infusion systems, and the Arrow InView portable ultrasound machine designed to support placement and administration of vascular access products.

Respiratory Care:  Respiratory care products principally consist of devices used in aerosol and medication delivery, oxygen therapy and ventilation management. We offer an extensive range of aerosol therapy products, including the Micromist^® Nebulizer, the Neb-U-Mask^® System and the Opti-Neb Pro^tm Compressor. We are also a global provider of oxygen supplies, offering a broad range of products to deliver oxygen therapy safely and comfortably. These include masks, cannulas, tubing and humidifiers. The full range of these products are used in a variety of clinical settings including hospitals, long-term care facilities, rehabilitation centers and patients’ homes to treat respiratory ailments such as chronic lung disease, pneumonia, cystic fibrosis and asthma.

Our ventilation management solutions promote patient safety and maximize clinician efficiency. These products include ventilator circuits with an extended life to support clinical practice guidelines, high efficiency particulate air (HEPA) filters with 99.9999% efficiency against the transmission of bacteria and viruses, heat and moisture exchangers that reduce circuit manipulation and cross-contamination risk, and heated humidifiers that promote patient compliance to non-invasive respiratory strategies, like Non-Invasive Ventilation (“NIV”) and High Flow Oxygen Therapy.

The ConchaTherm^® Neptune^® is a heated humidification solution. It is designed to allow the caregiver to customize patient treatment to meet specific clinical goals. This results in advanced patient outcomes without sacrificing clinician efficiency.

Anesthesia and Airway Management:  Anesthesiologists depend on our highly recognized brands of Hudson, Sheridan and Rüsch products that include endotracheal tubes, laryngeal masks, airways and face

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masks to deliver anesthetic agents and oxygen. To assist in the placement of endotracheal tubes, we provide a comprehensive and unique line of laryngoscope blades and handles, including standard halogen and fiber optic light sources. Fiber optic light sources offer a high intensity, cool white light without generating the same level of heat that comes from standard halogen bulbs.

Regional anesthesia products include epidural and peripheral nerve block catheters. Nerve blocks provide pain relief after surgical procedures and help clinicians better manage each patient’s pain. We offer the first stimulating continuous nerve block catheter, the Arrow StimuCath, which confirms the positive placement of the catheter next to the nerve. The Flex Tip Plus continuous epidural catheter features a soft, flexible tip that helps reduce the incidence of complications, such as transient paresthesia and inadvertent cannulation of blood vessels or the dura, while improving the clinician’s ability to thread the catheter into the epidural space. Our Arrow TheraCath^® epidural catheter, with high compression strength for direction-ability and enhanced radiopacity, was designed for pain management procedures where increased steer-ability is important. Additional integral components create a range of standard and custom procedural kits.

Urology:  Our line of urology products provides bladder management products for patients in the hospital and home care markets. Our product portfolio consists principally of catheters (including Foley, intermittent, external and suprapubic), urine collectors, catheterization accessories and products for operative endurology. Teleflex Medical today has significant market share in Foley catheters in the EMEA markets (Europe, the Middle East and Africa). The intermittent catheter market for home care is growing quickly, and Medical Service, our specialist in intermittent catheterization, has a leading share of the German healthcare market with Liquick Base and mobile catheters. Teleflex Medical in Italy has also significantly increased its sales of intermittent catheters in the year 2008.

We also design our urine collectors, catheterization accessories and kits with Teleflex Medical’s overall infection prevention strategy in mind. For example, the Rüsch MMG Closed System intermittent catheter is used in the treatment of spinal cord injury patients. Our Teleflex Medical Team in North America successfully introduced a new version of the MMG H2O to the market in 2008.

Surgical Instruments and Medical Devices:  Products in this category represented 20 percent of Medical Segment net revenues in 2008. Our surgical instrument and medical device products include: ligation and closure products including appliers, clips, and sutures used in a variety of surgical procedures, hand-held instruments for general and specialty surgical procedures, access ports used in minimally invasive surgical procedures including robotic surgery, and fluid management products used for chest drainage. In addition, we provide instrument management services. We market surgical instruments and medical devices under the Deknatel, Pleur-evac, Pilling, Taut and Weck brand names.

Hem-o-lok is the world’s only patented locking polymer ligation clip, and is a growing part of the Weck portfolio. Hem-o-lok clips have special applications in robotic, laparoscopic, and cardiovascular surgery, and provide surgeons with a unique level of security and performance.

In 2009, we plan to introduce the Taut^® Universal Seal designed for use with the ADAPt^tm line of bladeless laparoscopic access devices. The new Taut seal eclipses other options by providing surgeons the ability to perform laparoscopic procedures without flimsy diaphragm seals, lubricants that can smudge cameras, or the need for reducer caps. Coupled with the new universal seal, Taut provides a complete line of ports from 3mm to 15mm, including balloon ports and bariatric and pediatric versions. Taut ports were designed around the patented ADAPt asymmetrical dilating access tip that dilates through tissue without metal or plastic blades. The ADAPt tip has been shown to produce a fascial defect 58 percent smaller than typical bladed trocars and avoids exposing any anatomical structures to a blade of any kind.

Devices for Original Equipment Manufacturers (“OEM”):  Customized medical instruments, implants and components sold to medical device manufacturers represented 10 percent of Medical Segment revenues in 2008. Under the well-regarded brand names of Beere Medical^®, KMedic^®, Specialized Medical Devices^tm, Deknatel^® and TFX OEM^® we provide specialized product development services, which include design

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engineering, prototyping and testing, manufacturing, assembly and packaging. Our OEM product development and manufacturing facilities are located in Germany, Ireland, Mexico and the United States.

The OEM category includes custom extrusion, catheter fabrication, introducer systems, sheath/dilator sets, specialty sutures, resins and performance fibers. We also provide machined and forged instrumentation for general and specialty procedures, Ortho-Grip^® instrument handles and fixation devices used primarily for orthopedic procedures.

Cardiac Care Devices:  Cardiac care products accounted for approximately 5 percent of revenues in fiscal 2008. Products in this category range from diagnostic catheters, such as thermodilution and wedge pressure catheters, specialized angiographic catheters, such as Berman and Reverse Berman catheters, therapeutic delivery catheters, such as temporary pacing catheters and intra-aortic balloon (IAB) catheters to capital equipment, such as intra-aortic balloon pump (IABP) consoles. IABP products are used to augment oxygen delivery to the cardiac muscle and reduce the oxygen demand after cardiac surgery, serious heart attack or interventional procedures. The IAB and IABP product lines feature the AutoCAT 2 WAVE^® console and the FiberOptix^tm catheter, which together utilize fiber optic technology for arterial pressure signal acquisition and allow the patented WAVE^® timing algorithm to support the broadest range of patient heart rhythms, including severely arrhythmic patients.

The following table sets forth net revenues for 2008, 2007 and 2006 by product category for the Medical Segment.

	2008		2007		2006
	(Dollars in thousands)
Medical Products for Critical Care	$	957,129	$	578,097	$	485,924
Surgical Instruments and Devices	$	295,992	$	294,501	$	234,964
Devices for Original Equipment Manufacturers	$	158,343	$	138,142	$	137,788
Devices for Cardiac Care	$	72,871	$	18,154	$	—
Other	$	14,772	$	12,455	$	—

The following table sets forth the percentage of net revenues by end market for the Medical Segment.

	2008			2007
Hospitals / Healthcare Providers		84	%		78	%
Medical Device Manufacturers		10	%		13	%
Home Health		6	%		9	%

Markets for these products are influenced by a number of factors including demographics, utilization and reimbursement patterns in the worldwide healthcare markets. Our products are sold through direct sales or distribution in over 140 countries. The following table sets forth the percentage of net revenues for 2008 derived from the major geographic areas we serve.

	2008			2007
North America		53	%		54	%
Europe, Middle East and Africa		37	%		38	%
Asia, Latin America		10	%		8	%

Sales and Marketing:  Medical products are sold directly to hospitals, healthcare providers, distributors and to original equipment manufacturers of medical devices through our own sales forces and through independent representatives and independent distributor networks.

Backlog:  Most of our medical products are sold to hospitals or healthcare providers on orders calling for delivery within a few days or weeks with a longer order time for products sold to medical device manufacturers. Therefore, the backlog of such orders is not indicative of probable revenues in any future 12-month period.

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 Aerospace

Our Aerospace Segment businesses provide engine repair products and services for flight turbine engines, cargo handling systems and equipment for wide body and narrow body aircraft, cargo containment devices for air cargo and passenger baggage, and actuators for applications in commercial and military aircraft. Engine repair products and services are provided for all major engine suppliers and we serve most of the world’s leading commercial airlines. Our market leading brand names, Airfoil Technologies International, Telair International, and Nordisk are well known and respected on a global basis.

Sales to customers in commercial aviation markets represent 99 percent of revenues in this segment. Markets for these products are influenced by the level of general economic activity, investment patterns in new aircraft, both passenger and cargo, cargo market trends, flight hours, and age and type of engines in use. Major locations for manufacturing and service are located in Singapore, Germany, Norway, the United States, the United Kingdom, and Sweden.

Engine Repair Products and Services:  The largest single product category in the Aerospace Segment, repair products and services represented 50 percent of Aerospace Segment revenues in 2008. This category includes engine repair technologies and services primarily for critical components of flight turbines, including fan blades, compressors and airfoils. We utilize advanced reprofiling and adaptive-machining techniques to improve efficiency of aircraft engine performance and reduce turnaround time for maintenance and repairs. Our repair products and services business is conducted through a consolidated, fifty-one percent owned venture with GE Aircraft Engines, called Airfoil Technologies International (ATI). In 2007, ATI signed a joint venture and management agreement with Snecma Services to expand the range of repair services provided to our customers.

Cargo-handling Systems and Equipment:  Products in this category represented 50 percent of Aerospace Segment revenues in 2008. Our cargo-handling systems include on-board cargo-loading systems for wide-body aircraft, baggage-handling systems for narrow body aircraft, aftermarket spare parts and repair services. Marketed under the Telair International brand name, our wide-body cargo-handling systems are sold to aircraft original equipment manufacturers or to airlines and air freight carriers as “seller and/or buyer furnished equipment” for original installations or as retrofits for existing equipment. Cargo-handling systems require a high degree of engineering sophistication and are often custom-designed.

In addition to the design and manufacture of cargo systems, we provide customers with aftermarket spare parts and repair services for their Telair systems. We also design, manufacture and repair cargo containers. In November 2007, we acquired Nordisk Aviation Products, expanding our customer base and global manufacturing and service capacity for cargo equipment. All of our cargo containers and pallets are now marketed to commercial airlines and freight companies under the Nordisk name.

We also manufacture and repair components for our systems and other related aircraft controls, including canopy and door actuators, cargo winches and flight controls.

The following table sets forth net revenues for 2008, 2007 and 2006 by product category for the Aerospace Segment.

	2008		2007		2006
	(Dollars in thousands)
Engine Repair Products and Services	$	257,428	$	253,975	$	250,519
Cargo-handling Systems and Equipment	$	253,818	$	197,813	$	154,853

The following table sets forth the percentage of net revenues by end market for the Aerospace Segment.

	2008			2007
Commercial Aviation		99	%		97	%
Military, Industrial and Other		1	%		3	%

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Backlog:  As of December 31, 2008, our backlog of firm orders for our Aerospace Segment was $78 million, of which we expect approximately 91 percent to be filled in 2009. Our backlog for our Aerospace Segment on December 31, 2007 was $141 million.

Sales and Marketing:  Products sold to the aerospace market are sold through our own field representatives and distributors.

 Commercial

Our Commercial Segment businesses principally design, manufacture and distribute driver controls and engine and drive assemblies for the marine market, power and fuel systems for truck, rail, automotive and industrial vehicles and rigging products and services. Our products are used in a range of markets including: recreational marine, heavy truck, bus, industrial vehicles, rail, oil and gas, marine transportation and industrial. Major manufacturing operations are located in Canada, Europe, Singapore and the United States.

Marine Driver Controls and Engine Assemblies and Drive Parts:  This is the largest single product category in the Commercial Segment, representing 48 percent of the Commercial Segment revenues in 2008. Products in this category include: shift and throttle cables, mechanical and hydraulic steering systems, throttle controls, instrumentation and engine drive parts.

We are a leading global provider of both mechanical and hydraulic steering systems for recreational powerboats. We are also a leading distributor of engine assemblies and drive parts. Our marine products are sold to original equipment manufacturers (OEMs) and to the aftermarket through distributors, dealers and retail outlets. Our major product brands include Teleflex Marine, TFXtreme, SeaStar, BayStar, Sierra and Proheat.

Power and Fuel Systems:  Products in this category represented 27 percent of Commercial Segment revenues in 2008. Our major products in this category include auxiliary power units used for power in heavy-duty trucks and locomotives, climate control systems used in trucks, buses and other industrial vehicles and components and systems for the use of alternative fuels in industrial vehicles and passenger cars. These products generally address the need for greater fuel efficiency, reduced emissions and access to mobile power. Our major product brands in this category are ComfortPro and Teleflex GFI.

Rigging Products and Services:  Products in this category represented 25 percent of Commercial Segment revenues in 2008. Products include heavy-duty cables and hoisting and rigging equipment used in oil drilling, marine transportation and other industrial markets. We also help our customers meet new legislation and safety regulations for moorings. In 2007, Teleflex Commercial enhanced its offerings when it acquired Southern Wire Corporation, a prominent wholesale provider of rigging services.

The following table sets forth net revenues for 2008, 2007 and 2006 by product category for the Commercial Segment.

	2008		2007		2006
	(Dollars in thousands)
Marine Driver Controls and Engine and Drive Parts	$	198,987	$	240,092	$	229,250
Power and Fuel Systems	$	110,153	$	119,026	$	129,116
Rigging Products and Services	$	101,454	$	82,077	$	68,395

The following table sets forth the percentage of net revenues by end market for the Commercial Segment.

	2008			2007
Recreational Marine		41	%		48	%
Truck and Rail		9	%		15	%
Automotive and Industrial Vehicle		25	%		18	%
Rigging Products and Services		25	%		19	%

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Backlog:  Standard Commercial segment products are typically shipped between a few days and three months after receipt of order. Therefore, the backlog of such orders is not indicative of probable revenues in any future 12-month period.

Sales and Marketing:  The majority of our Commercial Segment products are sold through a direct sales force of field representatives and technical specialists. Marine driver controls and engine and drive parts are sold directly to boat builders and engine manufacturers as well as through distributors, dealers and retail outlets to reach recreational boaters.

Auxiliary power units are primarily sold in the North American truck market through an agreement with a distributor and to the rail market using a direct sales force and distributors. Fuel systems and components include custom applications sold globally directly to industrial equipment manufacturers and to the automotive aftermarket principally in Europe and Latin America. Rigging products and services includes both a retail business and a wholesale business, both of which sell through a direct sales force.

Government Regulation

Government agencies in a number of countries regulate our products and the products sold by our customers utilizing our products. The U.S. Food and Drug Administration and government agencies in other countries regulate the approval, manufacturing, and sale and marketing of many of our healthcare products. The U.S. Federal Aviation Administration and the European Aviation Safety Agency regulate the manufacture and sale of some of our aerospace products and license the operation of our repair stations. For more information, see ITEM 1A. “Risk Factors”.

Competition

Given the range and diversity of our products and markets, no one competitor offers competitive products for all the markets and customers that we serve. In general, all of our segments and product lines face significant competition from competitors of varying sizes, although the number of competitors in each market tends to be limited. We believe that our competitive position depends on the technical competence and creative ability of our engineering personnel, the know-how and skill of our manufacturing personnel, and the strength and scope of our sales, service and distribution networks.

Patents and Trademarks

We own a portfolio of patents, patents pending and trademarks. We also license various patents and trademarks. Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent protection is obtained. Trademark rights may potentially extend for longer periods of time and are dependent upon national laws and use of the marks. All capitalized product names throughout this document are trademarks owned by, or licensed to, us or our subsidiaries. Although these have been of value and are expected to continue to be of value in the future, we do not consider any single patent or trademark, except for the Teleflex brand and the Arrow brand, to be essential to the operation of our business.

Suppliers and Materials

Materials used in the manufacture of our products are purchased from a large number of suppliers in diverse geographic locations. We are not dependent on any single supplier for a substantial amount of the materials used or components supplied for our overall operations. Most of the materials and components we use are available from multiple sources, and where practical, we attempt to identify alternative suppliers. Volatility in commodity markets, particularly steel and plastic resins, can have a significant impact on the cost of producing certain of our products. We cannot be assured of successfully passing these cost increases through to all of our customers, particularly original equipment manufacturers.

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Seasonality

Portions of our revenues, particularly in the Commercial and Medical segments, are subject to seasonal fluctuations. Revenues in the marine aftermarket generally increase in the second quarter as boat owners prepare their watercraft for the upcoming season. Incidence of flu and other disease patterns as well as the frequency of elective medical procedures affect revenues related to disposable medical products.

Employees

We employed approximately 14,200 full-time and temporary employees at December 31, 2008. Of these employees, approximately 4,100 were employed in the United States and 10,100 in countries outside of the United States. Less than 8 percent of our employees in the United States were covered by union contracts. We have government-mandated collective-bargaining arrangements or union contracts that cover employees in other countries. We believe we have good relationships with our employees.

Investor Information

We are subject to the informational requirements of the Securities Exchange Act of 1934. Therefore, we file reports, proxy statements and other information with the Securities and Exchange Commission (SEC). Such reports, proxy and information statements, and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Washington, DC 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.

You can access financial and other information in the Investors section of our website. The address is www.teleflex.com. We make available through our website, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished under Section 13(a) or 15(d) of the Securities Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. The information on our website is not part of this annual report on Form 10-K. The reference to our website address is intended to be an inactive textual reference only.

We are a Delaware corporation organized in 1943. Our executive offices are located at 155 South Limerick Road, Limerick, PA 19468. Our telephone number is (610) 948-5100.

EXECUTIVE OFFICERS

The names and ages of all of our executive officers as of February 24, 2009 and the positions and offices held by each such officer are as follows:

Name	Age		Positions and Offices with Company
Jeffrey P. Black		49	Chairman, Chief Executive Officer and Director
Kevin K. Gordon		46	Executive Vice President and Chief Financial Officer
Laurence G. Miller		54	Executive Vice President, General Counsel and Secretary
R. Ernest Waaser		52	President — Medical
John Suddarth		49	President — Aerospace
Vince Northfield		45	Executive Vice President, Global Operations - Medical
Randall P. Gaboriault		39	Senior Vice President and Chief Information Officer

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Mr. Black has been Chairman since May 2006, Chief Executive Officer since May 2002 and President since December 2000. He has been a Director since November 2002. Mr. Black was President of the Teleflex Industrial Group from July 2000 to December 2000 and President of Teleflex Fluid Systems from January 1999 to July 2000.

Mr. Gordon has been Executive Vice President and Chief Financial Officer since March 2007. From June 2005 until March 2007, he was Senior Vice President — Corporate Development. From December 2000 to June 2005, Mr. Gordon was Vice President — Corporate Development. Prior to December 2000, Mr. Gordon was Director of Business Development.

Mr. Miller has been Executive Vice President, General Counsel and Secretary since February 2008. From November 2004 to February 2008, Mr. Miller was Senior Vice President, General Counsel and Secretary. From November 2001 until November 2004, he was Senior Vice President and Associate General Counsel for the Food & Support Services division of Aramark Corporation, a diversified management services company providing food, refreshment, facility and other support services for a variety of organizations. From June 1994 until November 2001, Mr. Miller was Senior Vice President and General Counsel for Aramark Uniform Services.

Mr. Waaser has been the President of Teleflex Medical since October 2006. Prior to joining Teleflex, Mr. Waaser served as President and Chief Executive Officer of Hill-Rom, Inc., a manufacturer and provider of products and services for the healthcare industry, including patient room equipment, therapeutic wound and pulmonary care products, biomedical equipment services and communications systems, from 2001 to 2005. Prior to 2001, Mr. Waaser served as Senior Vice President of AGFA Corporation, a producer of analog and digital imaging products for medical, industrial, graphics and consumer applications.

Mr. Suddarth has been the President of Teleflex Aerospace since July 2004. From 2003 to 2004, Mr. Suddarth was the President of Techsonic Industries Inc., a former subsidiary of Teleflex that manufactured underwater sonar and video viewing equipment which was divested in 2004. Mr. Suddarth was the Chief Operating Officer of AMF Bowling Products, Inc., a bowling equipment manufacturer, from 2001 to 2003. Prior to 2001, Mr. Suddarth was President of Morse Controls, a manufacturer of performance and control systems and aftermarket parts for marine and industrial applications, which was acquired by Teleflex in 2001.

Mr. Northfield has been the Executive Vice President for Global Operations, Teleflex Medical since September 2008. From 2005 to 2008, Mr. Northfield was the President of Teleflex Commercial. From 2004 to 2005, Mr. Northfield was the President of Teleflex Automotive and the Vice President of Strategic Development. Mr. Northfield held the position of Vice President of Strategic Development from 2001 to 2004. Prior to 2001, Mr. Northfield was Vice President and General Manager of North American operations of Morse Controls, a manufacturer of performance and control systems and aftermarket parts for marine and industrial applications, which was acquired by Teleflex in 2001.

Mr. Gaboriault has been Senior Vice President and Chief Information Officer since February 2008. From 2005 to 2008, he was Chief Information and Strategic Development Officer. From 2004 to 2005, he was Chief Information Officer. From 1998 to 2004, Mr. Gaboriault was the Director of Information Technology.

Our officers are elected annually by the Board of Directors. Each officer serves at the pleasure of the Board until their respective successors have been elected.

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ITEM 1A.   RISK FACTORS

We are subject to certain risks that could adversely affect our business, financial condition and results of operations. These risks include, but are not limited to the following:

Our inability to resolve issues related to the FDA corporate warning letter issued to Arrow could have an adverse impact on our business, financial condition and results of operations.

On October 11, 2007, Arrow received a corporate warning letter from the U.S. Food and Drug Administration (“FDA”), which expresses concerns with Arrow’s quality systems, including complaint handling, corrective and preventive action, process and design validation and inspection and training procedures. While we are working with the FDA to resolve these issues, this work has required and will continue to require the dedication of significant internal and external resources. There can be no assurances regarding the length of time or cost it will take us to resolve these issues to the satisfaction of the FDA. In addition, if our remedial actions are not satisfactory to the FDA, we may need to devote additional financial and human resources to our efforts, and the FDA may take further regulatory actions against us. These actions may include seizing our product inventory, obtaining a court injunction against further marketing of our products, assessing civil monetary penalties or imposing a consent decree on us, which could in turn have a material adverse effect on our business, financial condition and results of operations.

A prolonged global economic recession combined with a continuation of volatile global credit markets could adversely impact our operating results, financial condition and liquidity.

Current global economic and financial market conditions, including severe disruptions in the credit markets and the potential for a significant and prolonged global economic recession, may materially and adversely affect our results of operations and financial condition. This could include future charges to recognize impairment in the carrying value of our goodwill and other intangible assets. The amount of goodwill and other intangible assets on our consolidated balance sheet have increased significantly in recent years, primarily as a result of the acquisition of Arrow International in 2007. These economic conditions may also materially impact our customers, suppliers and other parties with which we do business. Economic and financial market conditions that adversely affect our customers may cause them to terminate existing purchase orders or to reduce the volume of products or services they purchase from us in the future. The impact of the difficult economic environment was felt mostly in our Commercial segment during 2008, as the markets served by our marine and auxiliary power unit products were adversely impacted. We expect the marine market to remain weak for most, if not all, of 2009. In addition, hospitals in some regions of the United States have seen a decline in admissions and a reduction in elective procedures and have limited their capital spending. More than 80 percent of our Medical revenues come from disposable products used in critical care and surgical applications and our sales volume could be negatively impacted by declines in admission. Adverse economic and financial market conditions may also cause our suppliers to be unable to meet their commitments to us or may cause suppliers to make changes in the credit terms they extend to us, such as shortening the required payment period for outstanding accounts receivable or reducing the maximum amount of trade credit available to us. Changes of this type could significantly affect our liquidity and could have a material adverse effect on our results of operations and financial condition. If we are unable to successfully anticipate changing economic and financial market conditions, we may be unable to effectively plan for and respond to those changes, and our business could be negatively affected.

We may not be able to successfully complete the integration of Arrow or to achieve the anticipated benefits of the Arrow acquisition.

The integration of Arrow into our Medical Segment involves a number of risks and presents financial, managerial and operational challenges. In particular, we may have difficulty with, and may incur unanticipated expenses related to:

    •   consolidating manufacturing and administrative functions;

    •   complying with legal requirements applicable to certain aspects of the integration;

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    •   retaining key employees;

    •   consolidating infrastructures and systems;

    •   coordinating sales and marketing functions;

    •   preserving our and Arrow’s customer, supplier and other important relationships; and

    •   minimizing the diversion of management’s attention from ongoing business concerns.

The success of the Arrow acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from successfully combining the businesses of Arrow and of Teleflex Medical in the time frame we anticipate. If we are not able to achieve these objectives, the anticipated benefits, synergies and cost savings of the business combination may not be realized fully or at all or may take longer to realize than expected.

Failure to successfully complete the integration of Arrow or achieve the anticipated benefits of the acquisition of Arrow may have a material adverse effect on our business, financial condition and results of operations.

We have substantial debt obligations that could adversely impact our business, results of operations and financial condition.

We incurred significant indebtedness to fund a portion of the consideration for our acquisition of Arrow. As of December 31, 2008, our outstanding indebtedness was approximately $1.5 billion. We will be required to use a significant portion of our operating cash flow to reduce our indebtedness over the next few years, resulting in a reduction of the cash flow available to fund working capital, capital expenditures, acquisitions, investments and dividends. Our indebtedness may also subject us to greater vulnerability to general adverse economic and industry conditions and increase our vulnerability to increases in interest rates because a portion of our indebtedness bears interest at floating rates.

Our senior credit facility and agreements with the holders of our senior notes, which we refer to as our senior debt facilities, impose certain operating and financial covenants that limit our ability to, among other things:

    •   incur debt;

    •   create liens;

    •   consolidate, merge or dispose of assets;

    •   make investments;

    •   engage in acquisitions

    •   pay dividends on, repurchase or make distributions in respect of our capital stock; and

    •   enter into derivative agreements to manage exposure to changes in interest rates.

In addition, the terms of our senior credit facilities require us to satisfy and maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and in the event of a significant deterioration of our economic performance, we cannot assure that we will be able to satisfy those ratios. A breach of any of these covenants could result in a default under our senior credit facilities. If we fail to maintain compliance with these covenants and cannot obtain a waiver from the lenders under the senior credit facilities, the lenders could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit under such facilities. If the lenders under the senior credit facilities accelerate the repayment of borrowings and we are not able to obtain financing to satisfy this obligation, we likely would have to liquidate significant assets which nevertheless may not be sufficient to repay our borrowings.

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We may incur material losses and costs as a result of product liability, warranty and recall claims that may be brought against us.

Our businesses expose us to potential product liability risks that are inherent in the design, manufacture and marketing of our products. In particular, our medical device products are often used in surgical and intensive care settings with seriously ill patients. Many of these products are designed to be implanted in the human body for varying periods of time, and component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks with respect to these or other products we manufacture or sell could result in an unsafe condition or injury to, or death of, the patient. Although the Company carries product liability insurance we may be exposed to product liability and warranty claims in the event that our products actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in bodily injury and/or property damage. Accordingly, we could experience material warranty or product liability losses in the future and incur significant costs to defend these claims. In addition, if any of our products are, or are alleged to be, defective, we may be required to participate in a recall of that product if the defect or the alleged defect relates to safety and experience lost sales, and be exposed to legal and reputational risk. Product liability, warranty and recall costs may have a material adverse effect on our financial condition and results of operations.

We are subject to risks associated with our non-U.S. operations.

Although no material concentration of our manufacturing operations exists in any single country, we have significant manufacturing operations outside the United States, including operations conducted through entities that are not wholly-owned and other alliances. As of, and for the year ended, December 31, 2008, approximately 44% of our total fixed assets and 53% of our total net revenues were attributable to products directly distributed from our operations outside the U.S. Our international operations are subject to varying degrees of risk inherent in doing business outside the U.S., including:

    •   exchange controls, currency restrictions and fluctuations in currency values;

    •   trade protection measures;

    •   import or export requirements;

    •   subsidies or increased access to capital for firms who are currently or may emerge as competitors in countries in which we have operations;

    •   potentially negative consequences from changes in tax laws;

    •   differing labor regulations;

    •   differing protection of intellectual property;

    •   unsettled political conditions and possible terrorist attacks against American interests; and

    •   regional and national tenders (which may be exclusive).

These and other factors may have a material adverse effect on our international operations or on our business, results of operations and financial condition generally.

Customers in our Medical Segment depend on third party reimbursement and the failure of healthcare programs to provide reimbursement or the reduction in levels of reimbursement for our medical products could adversely affect our Medical Segment.

Demand for some of our medical products is impacted by the reimbursement to our customers of patients’ medical expenses by government healthcare programs and private health insurers in the countries where we do business. Internationally, medical reimbursement systems vary significantly, with medical centers in some countries having fixed budgets, regardless of the level of patient treatment. Other countries require application for, and approval of, government or third party reimbursement. Without both favorable coverage

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determinations by, and the financial support of, government and third party insurers, the market for some of our medical products could be adversely impacted.

We cannot be sure that third party payors will maintain the current level of reimbursement to our customers for use of our existing products. Adverse coverage determinations or any reduction in the amount of this reimbursement could harm our business. In addition, as a result of their purchasing power, these payors often seek discounts, price reductions or other incentives from medical products suppliers. Our provision of such pricing concessions could negatively impact our revenues and product margins.

Uncertainties regarding future healthcare policy, legislation and regulations, as well as private market practices, could affect our ability to sell our products in acceptable quantities at profitable prices.

Foreign currency exchange rate, commodity price and interest rate fluctuations may adversely affect our results.

We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates, commodity prices and interest rates. We expect revenue from products manufactured in, and sold into, non-U.S. markets to continue to represent a significant portion of our net revenue. Our consolidated financial statements reflect translation of financial statements denominated in non-U.S. currencies to U.S. dollars, our reporting currency. When the U.S. dollar strengthens or weakens in relation to the foreign currencies of the countries where we sell or manufacture our products, such as the euro, our U.S. dollar-reported revenue and income will fluctuate. Although we have entered into forward contracts with several major financial institutions to hedge a portion of projected cash flows in order to reduce the effects of this fluctuation, changes in the relative values of currencies may, in some instances, have a significant effect on our results of operations.

Many of our products have significant steel and plastic resin content. We also use quantities of other commodities, including copper and zinc. Although we monitor our exposure to these commodity price increases as an integral part of our overall risk management program, volatility in the prices of these commodities could increase the costs of our products and services. We may not be able to pass on these costs to our customers and this could have a material adverse effect on our results of operations and cash flows.

Our failure to successfully develop new products could adversely affect our results.

The future success of our business will depend, in part, on our ability to design and manufacture new competitive products and to enhance existing products, particularly in the medical device industry, which is characterized by rapid product development and technological advances. This product development may require substantial investment by us. There can be no assurance that unforeseen problems will not occur with respect to the development, performance or market acceptance of new technologies or products, such as the inability to:

    •   identify viable new products;

    •   obtain adequate intellectual property protection;

    •   gain market acceptance of new products; or

    •   successfully obtain regulatory approvals.

Moreover, we may not otherwise be able to successfully develop and market new products. Our failure to successfully develop and market new products could reduce our revenues and margins, which would have an adverse effect on our business, financial condition and results of operations.

Our technology is important to our success, and our failure to protect this technology could put us at a competitive disadvantage.

Because many of our products rely on proprietary technology, we believe that the development and protection of these intellectual property rights is important, though not essential, to the future success of our business. In addition to relying on our patents, trademarks and copyrights, we rely on confidentiality

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agreements with employees and other measures to protect our know-how and trade secrets. Despite our efforts to protect proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use these products or technology. The steps we have taken may not prevent unauthorized use of this technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the U.S. Moreover, there can be no assurance that others will not independently develop the know-how and trade secrets or develop better technology than ours or that current and former employees, contractors and other parties will not breach confidentiality agreements, misappropriate proprietary information and copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Our inability to protect our proprietary technology could result in competitive harm that could adversely affect our business.

We depend upon relationships with physicians and other health care professionals.

The research and development of some of our products is dependent on our maintaining strong working relationships with physicians and other health care professionals. We rely on these professionals to provide us with considerable knowledge and experience regarding our products and the development of our products. Physicians assist us as researchers, product consultants, inventors and as public speakers. If we fail to maintain our working relationships with physicians and receive the benefits of their knowledge, advice and input, our products may not be developed and marketed in line with the needs and expectations of the professionals who use and support our products, which could have a material adverse effect on our business, financial condition and results of operations.

In the course of our business, we are subject to a variety of litigation that could have a material adverse effect on our results of operations and financial condition.

We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, contracts, intellectual property, import and export regulations, employment and environmental matters. The defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits. In addition, we may be required to pay damage awards or settlements, or become subject to injunctions or other equitable remedies, that could have a material adverse effect on our financial condition and results of operations.

While we do not believe that any litigation in which we are currently engaged would have such an adverse effect, the outcome of these legal proceedings may differ from our expectations because the outcomes of litigation, including regulatory matters, are often difficult to reliably predict and we cannot assure that the outcome of pending or future litigation will not have a material adverse effect on our business, financial condition and results of operations.

Much of our business is subject to extensive government regulation, and our failure to comply with those regulations could have a material adverse effect on our results of operations and financial condition and we may incur significant expenses to comply with these regulations.

Numerous national and local government agencies in a number of countries regulate our products. The FDA and government agencies in other countries regulate the approval, manufacturing and sale and marketing of many of our medical products. The U.S. Federal Aviation Administration and the European Aviation Safety Agency regulate the manufacture and sale of some of our aerospace products and licenses the operation of our repair stations.

Failure to comply with applicable regulations and quality assurance guidelines could lead to manufacturing shutdowns, product shortages, delays in product manufacturing, product seizures, recalls, operating restrictions, withdrawal of required licenses, prohibitions against exporting of products to countries outside the United States, importing products from manufacturing facilities outside the U.S., and civil and criminal penalties, including exclusion under Medicaid or Medicare, any one or more of which could have a material adverse effect on our business, financial condition and results of operations.

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The process of obtaining regulatory approvals to market a medical device, particularly from the FDA and certain foreign governmental authorities, can be costly and time consuming, and approvals might not be granted for future products on a timely basis, if at all, resulting in delayed realization of product revenues or in substantial additional costs, which could have material adverse effects on our financial condition and results of operations. Our Medical Segment facilities are subject to periodic inspection by the FDA and numerous other federal, state and foreign governmental authorities, which require manufacturers of medical devices to adhere to certain regulations, including testing, quality control and documentation procedures.

We are also subject to various federal and state laws pertaining to healthcare pricing and fraud and abuse, including anti-kickback and false claims laws. Violations of these laws may be punishable by criminal or civil sanctions, including substantial fines, imprisonment and exclusion from participation in federal and state healthcare programs.

In addition, we are subject to numerous foreign, federal, state and local environmental protection and health and safety laws governing, among other things:

    •   the generation, storage, use and transportation of hazardous materials;

    •   emissions or discharges of substances into the environment; and

    •   the health and safety of our employees.

These laws and government regulations are complex, change frequently and have tended to become more stringent over time. We cannot provide assurance that our costs of complying with current or future environmental protection and health and safety laws, or our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our estimates or will not adversely affect our financial condition and results of operations. Moreover, we may be subject to additional environmental claims, which may include claims for personal injury or cleanup, in the future based on our past, present or future business activities, which could also adversely affect our financial condition and results of operations.

Our acquisitions and strategic alliances may not meet revenue or profit expectations.

As part of our strategy for growth, we have made and may continue to make acquisitions and divestitures and enter into strategic alliances such as joint ventures and joint development agreements. However, we may not be able to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully, and our strategic alliances may not prove to be successful. In this regard, acquisitions involve numerous risks, including difficulties in the integration of the operations, technologies, services and products of the acquired companies and the diversion of management’s attention from other business concerns. Although our management will endeavor to evaluate the risks inherent in any particular transaction, there can be no assurance that we will properly ascertain all such risks. In addition, prior acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial additional indebtedness and other expenses. Future acquisitions may also result in potentially dilutive issuances of equity securities. There can be no assurance that difficulties encountered with acquisitions will not have a material adverse effect on our business, financial condition and results of operations.

Our workforce covered by collective bargaining and similar agreements could cause interruptions in our provision of services.

Approximately 17% of our manufacturing net revenues are produced by operations for which a significant part of our workforce is covered by collective bargaining agreements and similar agreements in foreign jurisdictions. It is likely that a portion of our workforce will remain covered by collective bargaining and similar agreements for the foreseeable future. Strikes or work stoppages could occur that would adversely impact our relationships with our customers and our ability to conduct our business.

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ITEM 1B.   UNRESOLVED STAFF COMMENTS

None.

ITEM 2.   PROPERTIES

Our operations have approximately 134 owned and leased properties consisting of plants, engineering and research centers, distribution warehouses, offices and other facilities. We believe that the properties are maintained in good operating condition and are suitable for their intended use. In general, our facilities meet current operating requirements for the activities currently conducted therein.

Our major facilities are as follows:

	Square		Owned or
Location	Footage		Leased
Medical Segment
Haslet, TX		304,000		Leased
Nuevo Laredo, Mexico		277,000		Leased
Asheboro, NC		206,000		Owned
Durham, NC		199,000		Leased
Reading, PA		166,000		Owned
Chihuahua, Mexico		154,000		Owned
Wyomissing, PA		147,000		Owned
Research Triangle Park, NC		147,000		Owned
Kernen, Germany		142,000		Leased
Tongeren, Belgium		131,000		Leased
Zdar nad Sazavou, Czech Republic		108,000		Owned
Kamunting, Malaysia		102,000		Owned
Tecate, Mexico		96,000		Leased
Hradec Kralove, Czech Republic		92,000		Owned
Arlington Heights, IL		86,000		Leased
Kenosha, WI		77,000		Owned
Kamunting, Malaysia		77,000		Leased
Kernen, Germany		73,000		Owned
Wyomissing, PA		66,000		Leased
Jaffrey, NH		65,000		Owned
Everett, MA		61,000		Leased
Betschdorf, France		54,000		Owned
Bad Liebenzell, Germany		53,000		Leased
Commercial Segment
Litchfield, IL		169,000		Owned
Richmond, BC, Canada		161,000		Leased
Singapore		118,000		Owned
Houston, TX		117,000		Owned
Limerick, PA		113,000		Owned
Kitchener, Ont., Canada		104,000		Owned
Gorinchem, Netherlands		87,000		Leased
Sarasota, FL		83,000		Owned
Olive Branch, MS		80,000		Leased
Hagerstown, MD		77,000		Leased
Aerospace Segment
Holmestrand, Norway		171,000		Leased
Simi Valley, CA		122,000		Leased
Singapore		122,000		Owned
Miesbach, Germany		112,000		Leased
Ripley, England		82,000		Leased

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In addition to the properties listed above, we own or lease approximately 1.0 million square feet of warehousing, manufacturing and office space located in the United States, Canada, Mexico, South America, Europe, Australia, Asia and Africa. We also own or lease certain properties that are no longer being used in our operations. We are actively marketing these properties for sale or sublease. At December 31, 2008, the unused owned properties were classified as held for sale.

ITEM 3.   LEGAL PROCEEDINGS

On October 11, 2007, the Company’s subsidiary, Arrow International, Inc. (“Arrow”), received a corporate warning letter from the U.S. Food and Drug Administration (FDA). The letter cites three site-specific warning letters issued by the FDA in 2005 and subsequent inspections performed from June 2005 to February 2007 at Arrow’s facilities in the United States. The letter expresses concerns with Arrow’s quality systems, including complaint handling, corrective and preventive action, process and design validation, inspection and training procedures. It also advises that Arrow’s corporate-wide program to evaluate, correct and prevent quality system issues has been deficient. Limitations on pre-market approvals and certificates of foreign goods had previously been imposed on Arrow based on prior inspections and the corporate warning letter does not impose additional sanctions that are expected to have a material financial impact on the Company.

In connection with its acquisition of Arrow, completed on October 1, 2007, the Company developed an integration plan that includes the commitment of significant resources to correct these previously-identified regulatory issues and further improve overall quality systems. Senior management officials from the Company have met with FDA representatives, and a comprehensive written corrective action plan was presented to FDA in late 2007. The Company has begun implementing its corrective action plan, which it expects to complete, for most facilities and procedures, by the end of March 2009.

While the Company believes it can remediate these issues, there can be no assurances regarding the length of time or expenditures required to resolve these issues to the satisfaction of the FDA. If the Company’s remedial actions are not satisfactory to the FDA, the Company may have to devote additional financial and human resources to its efforts, and the FDA may take further regulatory actions against the Company, including, but not limited to, seizing its product inventory, obtaining a court injunction against further marketing of the Company’s products, assessing civil monetary penalties or imposing a consent decree on us.

In June 2008, HM Revenue and Customs (“HMRC”) assessed Airfoil Technologies International UK Limited (“ATI-UK”), a consolidated United Kingdom venture in which the Company has a 60% economic interest, approximately $10 million for customs duty for the period from July 1, 2005 through March 31, 2008. HMRC had previously assessed ATI-UK approximately $737,000 for customs duty for the first and second quarters of 2004. Additionally, for the above periods, ATI-UK was assessed a value added tax (“VAT”) of approximately $68 million, for which HMRC has advised ATI-UK that, to the extent it is due and payable, it has until March 2010 to fully recover such VAT. The assessments were imposed because HMRC concluded that ATI-UK did not provide the necessary documentation for which reliance on Inland Processing Relief status (duty and VAT) was claimed by ATI-UK.

ATI-UK has filed appeals and been granted hardship applications (to avoid payment of the assessment while the appeal is pending) regarding each of the assessments. ATI-UK provided certain documentation to HMRC with regard to the first quarter of 2004, and as a result, the HMRC reduced the assessment for customs duties for that quarter by 97%, from approximately $17,860 to $450, and reduced the assessment for VAT for that quarter by 99%, from approximately $117,540 to $1,650, which amounts have been paid and all VAT recovered. ATI-UK has provided essentially the same types of supporting documentation to HMRC for the remaining quarters for which it was assessed. Based on discussions between ATI-UK and the HMRC inspector with regard to the assessments for the remaining periods, ATI-UK is hopeful that it will obtain reductions in the assessments that are proportionately similar to those obtained for the first quarter of 2004. However, the Company cannot assure whether or the extent to which the HMRC will reduce its assessments for these periods. In the event ATI-UK is not

20

successful in a favorable resolution of the remaining assessments, such outcome would have a material adverse effect on the business of ATI-UK. The Company has a net investment in ATI-UK of approximately $11 million.

In addition, we are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, intellectual property, import and export regulations, employment and environmental matters. Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that any such actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our stockholders during the quarter ended December 31, 2008.

21

PART II

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York Stock Exchange, Inc. (symbol “TFX”). Our quarterly high and low stock prices and dividends for 2008 and 2007 are shown below.

Price Range and Dividends of Common Stock

2008	High		Low		Dividends
First Quarter	$	63.60	$	47.82	$	0.320
Second Quarter	$	60.18	$	47.21	$	0.340
Third Quarter	$	68.23	$	51.00	$	0.340
Fourth Quarter	$	65.64	$	40.00	$	0.340

2007	High		Low		Dividends
First Quarter	$	68.94	$	64.01	$	0.285
Second Quarter	$	83.66	$	67.59	$	0.320
Third Quarter	$	87.00	$	60.74	$	0.320
Fourth Quarter	$	81.17	$	56.86	$	0.320

Various senior and term note agreements provide for the maintenance of certain financial ratios and limit the repurchase of our stock and payment of cash dividends. Under the most restrictive of these provisions, on an annual basis $99 million of retained earnings was available for dividends and stock repurchases at December 31, 2008. On February 24, 2009, the Board of Directors declared a quarterly dividend of $0.34 per share on our common stock, which is payable on March 17, 2009 to holders of record on March 5, 2009. As of February 24, 2009, we had approximately 846 holders of record of our common stock.

On June 14, 2007, the Company’s Board of Directors authorized the repurchase of up to $300 million of outstanding Company common stock. Repurchases of Company stock under the program may be made from time to time in the open market and may include privately-negotiated transactions as market conditions warrant and subject to regulatory considerations. The stock repurchase program has no expiration date and the Company’s ability to execute on the program will depend on, among other factors, cash requirements for acquisitions, cash generation from operations, debt repayment obligations, market conditions and regulatory requirements. In addition, under the senior loan agreements entered into October 1, 2007, the Company is subject to certain restrictions relating to its ability to repurchase shares in the event the Company’s consolidated leverage ratio exceeds certain levels, which further limit the Company’s ability to repurchase shares under this program. Through December 31, 2008, no shares have been purchased under this plan.

On July 25, 2005, our Board of Directors authorized the repurchase of up to $140 million of outstanding Teleflex common stock over twelve months ended July 2006. In June 2006, our Board of Directors extended for an additional six months, until January 2007, its authorization for the repurchase of shares. Under the Board’s authorization, we repurchased a total of 2,317,347 shares on the open market during 2005 and 2006 for an aggregate purchase price of $140.0 million, and aggregate fees and commissions of $0.1 million.

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The following graph provides a comparison of five year cumulative total stockholder returns of Teleflex common stock, the Standard & Poor (S&P) 500 Stock Index and the S&P MidCap 400 Index. We have selected the S&P MidCap 400 Index because, due to the diverse nature of our businesses, we do not believe that there exists a relevant published industry or line-of-business index and do not believe we can reasonably identify a peer group. The annual changes for the five-year period shown on the graph are based on the assumption that $100 had been invested in Teleflex common stock and each index on December 31, 2003 and that all dividends were reinvested.

MARKET PERFORMANCE
Comparison of Cumulative Five Year Total Return

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ITEM 6.   SELECTED FINANCIAL DATA

The selected financial data in the following table includes the results of operations for acquired companies from the respective date of acquisition, including Arrow International from October 1, 2007. See note (2) below for a description of special charges included in the 2007 financial results.

	2008			2007			2006			2005			2004
				(Dollars in thousands, except per share)
Statement of Income Data:
Net revenues(1)	$	2,420,949		$	1,934,332		$	1,690,809		$	1,561,872		$	1,469,563
Income from continuing operations before interest, taxes and minority interest	$	339,989	(2)	$	173,742	(2)	$	187,141		$	173,947		$	77,638
Income (loss) from continuing operations	$	133,980	(2)	$	(42,368	)(2)	$	96,088		$	87,648		$	30,625
Per Share Data:
Income (loss) from continuing operations — basic	$	3.38		$	(1.08	)	$	2.42		$	2.16		$	.76
Income (loss) from continuing operations — diluted	$	3.36		$	(1.08	)	$	2.40		$	2.14		$	.76
Cash dividends	$	1.34		$	1.245		$	1.105		$	0.97		$	0.86
Balance Sheet Data:
Total assets	$	3,926,744		$	4,187,997		$	2,361,437		$	2,403,048		$	2,691,734
Long-term borrowings, less current portion	$	1,437,538		$	1,540,902		$	487,370		$	505,272		$	685,912
Shareholders’ equity	$	1,246,455		$	1,328,843		$	1,189,421		$	1,142,074		$	1,109,733
Statement of Cash Flows Data:
Net cash provided by operating activities from continuing operations	$	176,788	(4)	$	283,088		$	198,463		$	238,385		$	163,400
Net cash provided by (used in) financing activities from continuing operations	$	(218,009	)	$	1,090,348		$	(240,768	)	$	(268,244	)	$	(266,354	)
Net cash provided by (used in) investing activities from continuing operations	$	(39,451	)	$	(1,522,491	)	$	(77,930	)	$	79,079		$	(435,660	)
Free cash flow(3)	$	84,474		$	189,425		$	113,595		$	160,502		$	101,120

Certain reclassifications have been made to the prior year condensed consolidated financial statements to conform to current period presentation, including the reclassification of approximately $41.8 million of borrowings under the revolving credit agreement from current borrowings to long-term borrowings at December 31, 2007. Certain financial information is presented on a rounded basis, which may cause minor differences.

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(1)

Amounts exclude the impact of certain businesses sold or discontinued, which have been presented in our consolidated financial results as discontinued operations.

(2)

The table below sets forth unusual items impacting the Company’s results for 2008 and 2007. These are (i) the write-off of in-process R&D acquired in connection with the Arrow acquisition, (ii) the write-off of a fair value adjustment to inventory acquired in the Arrow acquisition, (iii) a tax adjustment related to repatriation of cash from foreign subsidiaries and a change in position regarding untaxed foreign earnings, and (iv) the write-off of deferred financing costs in connection with the pay-down of long-term debt.

	2008 Impact				2007 Impact
	Income from
	Continuing				Income from
	Operations				Continuing
	Before Interest,		Income (Loss)		Operations		Income (Loss)
	Taxes and		from		Before Interest,		from
	Minority		Continuing		Taxes and		Continuing
	Interest		Operations		Minority Interest		Operations
	(In thousands)
(i)  In-process R&D write-off	$	—	$	—	$	30,000	$	30,000
(ii) Write-off of inventory fair value adjustment	$	6,936	$	4,449	$	28,916	$	18,550
(iii)  Tax adjustment related to untaxed unremitted earnings of foreign subsidiaries	$	—	$	—	$	—	$	91,815
(iv) Write-off of deferred financing costs	$	—	$	—	$	4,803	$	3,405

(3) Free cash flow is calculated by reducing cash provided by operating activities from continuing operations by capital expenditures and dividends. Free cash flow is considered a non-GAAP financial measure. We use this financial measure for internal managerial purposes, when publicly providing guidance on possible future results, and as a means to evaluate period-to-period comparisons. This financial measure is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. This financial measure reflects an additional way of viewing an aspect of our operations that, when viewed with our GAAP results and the accompanying reconciliation to the corresponding GAAP financial measure, provides a more complete understanding of factors and trends affecting our business. Management believes that free cash flow is a useful measure to investors because it provides an indication of the amount of our cash flow currently available to support our ongoing operations. Management strongly encourages investors to review our financial statements and publicly-filed reports in their entirety and to not rely on any single financial measure. The following is a reconciliation of free cash flow to the nearest GAAP measure as required under Securities and Exchange Commission rules.

	2008		2007		2006		2005		2004
	(Dollars in thousands)
Free cash flow	$	84,474	$	189,425	$	113,595	$	160,502	$	101,120
Capital expenditures		39,267		44,734		40,772		38,563		27,705
Dividends		53,047		48,929		44,096		39,320		34,575
Net cash provided by operating activities from continuing operations	$	176,788	$	283,088	$	198,463	$	238,385	$	163,400

(4) The lower cash flow from continuing operations during 2008 is principally attributable to $90.2 million of estimated tax payments made in connection with the businesses divested in 2007.

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ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Teleflex strives to maintain a portfolio of businesses that provide consistency of performance, improved profitability and sustainable growth. To this end, in 2007 we significantly changed the composition of our portfolio through acquisitions and divestitures to improve margins, reduce cyclicality and focus our resources on the development of our core businesses. We continually evaluate the composition of the portfolio of our businesses to ensure alignment with our overall objectives.

We are focused on achieving consistent and sustainable growth through our internal growth initiatives which include the development of new products, expansion of market share, moving existing products into new geographies, and through selected acquisitions which enhance or expedite our development initiatives and our ability to grow market share.

In 2007, the Company completed acquisitions in all three business segments and significant divestitures in both Commercial and Aerospace. These portfolio actions resulted in a significant expansion of our Medical Segment operations and a significant reduction in our Commercial Segment operations. The following bullet points summarize our more significant acquisitions and divestitures in 2007, and the results for the acquired businesses are included in the respective segments. See Notes 3 and 17 to our consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding our significant acquisitions and divestitures.

Medical Segment

    •   October 2007 — Acquired Arrow International, Inc., a leading global supplier of catheter-based medical technology products used for vascular access and cardiac care, with annual revenues of over $500 million, for approximately $2.1 billion.

    •   April 2007 — Acquired substantially all of the assets of HDJ Company, Inc., providers of engineering and manufacturing services to medical device manufacturers with annual revenues of approximately $15 million, for approximately $25 million.

Commercial Segment

    •   December 2007 — Divested business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems (the “GMS Businesses” with 2007 revenues of over $860 million, for $560 million in cash.

    •   April 2007 — Acquired substantially all of the assets of Southern Wire Corporation, a wholesale distributor of wire rope cables and related hardware with annual revenues of approximately $25 million, for approximately $20 million.

Aerospace Segment

    •   November 2007 — Acquired Nordisk Aviation Products A/S, a global leader in developing, manufacturing, and servicing containers and pallets for air cargo with annual revenues of approximately $55 million, for approximately $32 million.

    •   June 2007 — Divested Teleflex Aerospace Manufacturing Group (“TAMG”), precision-machined components business with annual revenues of approximately $130 million, for approximately $134 million in cash.

We incurred significant indebtedness to fund a portion of the consideration for our October 2007 acquisition of Arrow. As of December 31, 2008, our outstanding indebtedness was approximately $1.5 billion,

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down from $1.7 billion as of December 31, 2007. For additional information regarding our indebtedness, please see “Liquidity and Capital Resources” below and Note 8 to our consolidated financial statements included in this Annual Report on Form 10-K.

Global Economic Conditions

We operated in an increasingly challenging global economic environment in 2008. Recent unprecedented turbulence in the global financial and commodities markets and the downturn in the business cycle have had an adverse impact on market activities including, among other things, failure of financial institutions, falling asset values, diminished liquidity, and reduced demand for products and services, particularly in the fourth quarter of 2008. The impact of the difficult economic environment was felt mostly in the Commercial Segment during 2008 and we adjusted production levels and took new restructuring actions in response to the current environment. Although, on a consolidated basis, the economic conditions have not had a significant adverse impact to our financial position, results of operations or liquidity during 2008, the continuation of the broad economic trends could adversely affect our operations in the future, as described, below. The potential effect of these factors on our current and future liquidity is discussed in “Liquidity and Capital Resources” in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

    •   Medical — Our Medical Segment serves a diverse base of hospitals and healthcare providers in more than 140 countries. Healthcare policies and practice trends vary by country and the impact of the global economic downturn appears to have been limited in 2008. However reimbursement changes and cost pressures created by the economic slowdown could adversely effect the financial health of some of our hospital customers in 2009.

Hospitals in some regions of the United States have seen a decline in admissions and a reduction in elective procedures and have limited their capital spending. More than 80 percent of our Medical revenues come from disposable products used in critical care and surgical applications and our sales volume could be negatively impacted by declines in admissions. In addition, a small percentage of our revenues could be impacted by changes in capital spending or a decline in elective procedures.

At the same time, future changes in government funding patterns or regulation could have an impact on our business. In the United States, a number of states have enacted or proposed reduced funding for Medicaid programs and higher rates of unemployment are increasing the percentage of uninsured patients who do not have the ability to pay for care. This could create further cost pressure on hospitals and consequently on our business. Our business could also be impacted by healthcare reform legislation enacted by Congress. Although the impact of the economic downturn on hospitals outside the United States has been less pronounced to date, funding to these healthcare institutions could be affected in the future as governments make further spending adjustments.

    •   Aerospace — Sudden and significant increases in fuel costs in mid-2008 resulted in reductions in capacity for passenger and cargo traffic, and accelerated retirement of older, less fuel efficient aircraft. These trends have continued even though fuel prices have decreased from these record levels. The sharp drop in fuel costs toward the end of 2008 has been a positive development for airlines as it has offset somewhat the recession related drop in revenues for both passenger and cargo traffic. Lower traffic overall makes it more difficult to sell cargo containment equipment due to reduced demand, but new aircraft and weight and greenhouse gas reduction objectives create some opportunities in these markets. Lower overall aircraft utilization will reduce demand for spare parts for our installed base of equipment and for our jet engine component repair services. Nevertheless, we are well positioned on certain new Airbus and Boeing airframes and deliveries of cargo handling systems are expected to continue at previously expected levels overall, albeit on a slightly longer time horizon from earlier forecasts.

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    •   Commercial — The markets served by our Commercial Segment are largely affected by the general state of the economy and by consumer confidence. Factors such as housing starts, home values, fuel costs, transportation, environmental and other regulatory matters all affect the market outlook for the businesses in this segment. In 2008, our Commercial Segment experienced a significant decrease in sales of recreational marine products and auxiliary power units sold into the North American truck market due to softness in these markets caused by a weak economic environment during 2008. We expect that growth will be a challenge in our Commercial Segment until there is improvement in consumer confidence and there is a return to global economic growth.

Results of Operations

Discussion of growth from acquisitions reflects the impact of a purchased company for up to twelve months beyond the date of acquisition. Activity beyond the initial twelve months is considered core growth. Core growth excludes the impact of translating the results of international subsidiaries at different currency exchange rates from year to year and the comparable activity of divested companies within the most recent twelve-month period.

The following comparisons exclude the impact of the operations of TAMG, the GMS Businesses, and a small medical business which have been presented in our consolidated financial results as discontinued operations (see Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K for discussion of discontinued operations).

Revenues

	2008		2007		2006
	(Dollars in millions)
Net revenues	$	2,420.9	$	1,934.3	$	1,690.8

Net revenues increased approximately 25% to $2.42 billion from $1.93 billion in 2007. Businesses acquired in the past twelve months accounted for all of this increase in revenues as foreign currency translation contributed 1% to revenue growth, while revenues from core business declined 1% compared to 2007. Core revenue growth in the Medical Segment (2%) and Aerospace (2%) was offset by a 9% decline in core revenues in the Commercial Segment, which was primarily due to a significant decrease in sales of recreational marine products and auxiliary power units sold into the North American truck market due to softness in these markets caused by a weak economic environment during 2008.

Revenues increased 14% in 2007 to $1.93 billion from $1.69 billion in 2006, entirely due to acquisitions and foreign currency movements. Overall, there was no core revenue growth in 2007 as compared to 2006. Core growth in our Aerospace Segment was 7%, and our Medical and Commercial segments declined 1% and 5%, respectively year over year.

Gross profit

	2008			2007			2006
	(Dollars in millions)
Gross profit	$	964.2		$	680.4		$	585.2
Percentage of sales		39.8	%		35.2	%		34.6	%

Gross profit as a percentage of revenues increased to 39.8% in 2008 from 35.2% in 2007. This trend is driven by increases in the Medical and Aerospace segments as the gross profit percentage in the Commercial Segment was unchanged from 2007. Improved margins in the Medical Segment were largely due to the inclusion of higher margin Arrow critical care product lines for the full year in 2008 compared to only the fourth quarter in 2007 and volume related manufacturing efficiencies in the Medical OEM product line. Improved

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margins in the Aerospace Segment are principally due to a shift in sales favoring engine repair services and away from sales of lower margin replacement parts in the engine repairs business.

Gross profit as a percentage of revenues improved to 35.2% in 2007 from 34.6% in 2006, due primarily to cost and productivity improvements in our Medical Segment and the benefits of restructuring initiatives and other cost reduction efforts which offset the negative impact of a $29 million charge related to a fair value adjustment to inventory acquired in the Arrow acquisition, which was sold during 2007.

Selling, engineering and administrative

	2008			2007			2006
	(Dollars in millions)
Selling, engineering and administrative	$	596.8		$	445.3		$	375.0
Percentage of sales		24.7	%		23.0	%		22.2	%

Selling, engineering and administrative expenses (operating expenses) as a percentage of revenues were 24.7% in 2008 compared to 23.0% in 2007, principally due to approximately $25 million higher amortization expense related to the Arrow acquisition and approximately $20 million higher expenses in the Medical Segment related to the remediation of FDA regulatory issues.

Selling, engineering and administrative expenses as a percentage of revenues increased to 23.0% in 2007 compared with 22.2% in 2006, due primarily to approximately $7 million higher amortization expense from the Arrow acquisition.

Goodwill impairment and in-process R&D charge

	2008		2007		2006
	(Dollars in millions)
Goodwill impairment	$	—	$	18.9	$	1.0
In-process R&D charge	$	—	$	30.0	$	—

In 2007, during our annual test for goodwill impairment we determined $16.4 million of goodwill attributable to our businesses that manufacture and sell auxiliary power units in the North American heavy truck and rail markets, as well as components and systems for use of alternative fuels in industrial vehicles and passenger cars was impaired. Softness in certain of these markets at that time negatively impacted the valuation of goodwill resulting in the impairment charge. The remaining $2.5 million goodwill impairment is related to a write-down to the agreed selling price of one our variable interest entities in the Commercial Segment.

The $30.0 million write-off of in-process research and development costs is related to in-process R&D projects acquired in the Arrow acquisition which we determined had no alternative future use in their current state.

Interest income and expense

	2008			2007			2006
	(Dollars in millions)
Interest expense	$	121.6		$	74.9		$	41.2
Average interest rate on debt during the year		6.13	%		6.33	%		7.20	%
Interest income	$	(2.6	)	$	(10.5	)	$	(6.3	)

Interest expense increased significantly in 2008 compared to 2007 principally as a result of the full year impact of the debt incurred in connection with the Arrow acquisition in October 2007. Interest income decreased in 2008 compared to 2007 primarily due to lower amounts of invested funds combined with lower average interest rates.

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Interest expense increased from $41.2 million to $74.9 million in 2007 principally as a result of higher debt levels since October 1, 2007 incurred in connection with the Arrow acquisition. Interest income increased in 2007 compared to 2006 primarily due to higher average cash balances during the first three quarters of 2007.

Taxes on income from continuing operations

	2008			2007			2006
Effective income tax rate		23.6	%		112.3	%		21.6	%

The effective tax rate in 2007 was 112.3% compared to 23.6% in 2008 and 21.6% in 2006. Taxes on income from continuing operations of $122.8 million in 2007 include discrete income tax charges incurred in connection with the Arrow acquisition. Specifically, in connection with funding the acquisition of Arrow, the Company (i) repatriated approximately $197.0 million of cash from foreign subsidiaries which had previously been deemed to be permanently reinvested in the respective foreign jurisdictions; and (ii) changed its position with respect to certain additional previously untaxed foreign earnings to treat these earnings as no longer permanently reinvested. These items resulted in a discrete income tax charge in 2007 of approximately $91.8 million. The Company did not incur similar charges in 2008 or 2006.

Restructuring and other impairment charges

	2008		2007		2006
	(Dollars in millions)
2008 Commercial restructuring program	$	1.9	$	—	$	—
2007 Arrow integration program		22.1		0.9		—
2006 restructuring programs		—		3.4		3.5
2004 restructuring and divestiture program		—		0.7		10.4
Impairment charges		3.7		6.3		7.4
Total	$	27.7	$	11.3	$	21.3

In December 2008, we began certain restructuring initiatives that affect the Commercial Segment. These initiatives involve the consolidation of operations and a related reduction in workforce at three of our facilities in Europe and North America. We determined to undertake these initiatives to improve operating performance and to better leverage our existing resources. These costs amounted to approximately $1.9 million during 2008. As of December 31, 2008, we estimate that the aggregate of future restructuring charges that we will incur in connection with this program are approximately $3.3 — $4.5 million in 2009. Of this amount, $2.8 — $3.1 million relates to employee termination costs, $0.2 — $1.0 million to facility closure costs and $0.3 — $0.4 million to contract termination costs, primarily relating to leases. We expect to have realized annual pre-tax savings of between $4 — $5 million in 2010 when these restructuring actions are complete.

In connection with the acquisition of Arrow during 2007, we formulated a plan related to the future integration of Arrow and our other Medical businesses. The integration plan focuses on the closure of Arrow corporate functions and the consolidation of manufacturing, sales, marketing, and distribution functions in North America, Europe and Asia. Costs related to actions that affect employees and facilities of Arrow have been included in the allocation of the purchase price of Arrow. Costs related to actions that affect employees and facilities of Teleflex are charged to earnings and included in restructuring and impairment charges within the consolidated statement of operations. These costs amounted to approximately $22.1 million during 2008. As of December 31, 2008, we estimate that the aggregate of future restructuring and impairment charges that we will incur in connection with the Arrow integration plan are approximately $18.0 — $21.0 million in 2009 and 2010. Of this amount, $7.5 — $8.5 million relates to employee termination costs, $1.2 — $1.7 million relates to facility closure costs, $9.2 — $10.5 million relates to contract termination costs associated with the termination of leases and certain distribution agreements and $0.1 — $0.3 million relates to other restructuring costs. We also have incurred restructuring related costs in the Medical Segment which do not qualify for

30

classification as restructuring costs. In 2008 these costs amounted to $7.0 million and are reported in the Medical Segment’s operating results in selling, engineering and administrative expenses. We expect to have realized annual pre-tax savings of between $70-75 million in 2010 when these integration and restructuring actions are complete.

In June 2006, we began certain restructuring initiatives that affected all three of our operating segments. These initiatives involved the consolidation of operations and a related reduction in workforce at several of our facilities in Europe and North America. We took these initiatives as a means to improving operating performance and to better leverage our existing resources and these activities are now complete.

During the fourth quarter of 2004, we commenced implementation of a restructuring and divestiture program designed to improve future operating performance and position us for future earnings growth. The actions included exiting or divesting non-core or low performing businesses, consolidating manufacturing operations and reorganizing administrative functions to enable businesses to share services and these activities are now complete.

For additional information regarding our restructuring programs, see Note 4 to our consolidated financial statements included in this Annual Report on Form 10-K.

Impairment charges in 2008 are composed of $2.7 million related to five of our minority held investments precipitated by the deteriorating economic conditions in the fourth quarter of 2008, $0.8 million impairment of an intangible asset in the Commercial Segment that was identified during the annual impairment testing process, and a $0.2 million reduction in the carrying value of a building held for sale. In 2007, we determined that two minority-held investments, certain intangible assets and a building held for sale were impaired and recorded an aggregate charge of $6.4 million. In 2006, we determined that three minority-held investments and a building held for sale were impaired and recorded an aggregate charge of $7.4 million.

Segment Review

	Year Ended December 31						% Increase/(Decrease)
	2008		2007		2006		2008 vs 2007			2007 vs 2006
	(Dollars in millions)
Segment data:
Medical	$	1,499.1	$	1,041.3	$	858.7		44			21
Aerospace		511.2		451.8		405.4		13			11
Commercial		410.6		441.2		426.7		(7	)		3
Net revenues	$	2,420.9	$	1,934.3	$	1,690.8		25			14
Medical	$	286.3	$	182.6	$	161.7		57			13
Aerospace		61.8		47.0		40.2		32			17
Commercial		27.5		23.0		30.5		19			(25	)
Segment operating profit	$	375.6	$	252.6	$	232.4		49			9

The percentage increases or (decreases) in revenues during the years ended December 31, 2008 and 2007 compared to the respective prior years were due to the following factors:

	% Increase/ (Decrease)
	2008 vs 2007										2007 vs 2006
	Medical		Aerospace		Commercial			Total			Medical			Aerospace		Commercial			Total
Core growth		2		2		(9	)		(1	)		(1	)		7		(5	)		—
Currency impact		2		1		1			1			4			1		3			3
Acquisitions		40		10		1			25			18			3		5			11
Total Change		44		13		(7	)		25			21			11		3			14

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The following is a discussion of our segment operating results. Additional information regarding our segments, including a reconciliation of segment operating profit to income from continuing operations before interest, taxes and minority interest, is presented in Note 16 to our consolidated financial statements included in this Annual Report on Form 10-K.

Medical

Comparison of 2008 and 2007

Medical Segment net revenues grew 44% in 2008 to $1,499.1 million, from $1,041.3 million in 2007. The acquisition of Arrow accounted for 40% of this increase in revenues. Of the remaining 4% increase in net revenues, 2% was due to foreign currency fluctuations and 2% was due to core revenue growth. Medical Segment core revenue growth in 2008 reflects higher sales volume for critical care and surgical products in Europe and Asia/Latin America of approximately $13 million and $8 million, respectively, and a $17 million increase in sales of specialty medical devices to OEMs, partially offset by $23 million lower sales volumes for critical care and surgical products in North America.

Net sales by product group are comprised of the following:

	Year Ended December 31						% Increase/(Decrease)
	2008		2007		2006		2008 vs 2007		2007 vs 2006
	(Dollars in millions)
Critical Care	$	957.1	$	578.1	$	485.9		66		19
Surgical		296.0		294.5		235.0		1		25
Cardiac Care		72.9		18.2		—		300		100
OEM		158.3		138.1		137.8		15		—
Other		14.8		12.4		—		19		100
Net Revenues	$	1,499.1	$	1,041.3	$	858.7		44		21

The following table sets forth the percentage of net revenues by end market for the Medical Segment.

	2008			2007
Hospitals / Healthcare Providers		84	%		78	%
Medical Device Manufacturers		10	%		13	%
Home Health		6	%		9	%

Medical Segment’s net revenues are geographically comprised of the following:

	2008			2007
North America		53	%		54	%
Europe, Middle East and Africa		37	%		38	%
Asia and Latin America		10	%		8	%

The increase in critical care product sales during 2008 compared to 2007 was almost entirely due to the acquisition of Arrow in the fourth quarter of 2007, which expanded our vascular access and regional anesthesia product lines and contributed an incremental $360 million of sales to the critical care category in 2008 over 2007. Favorable currency fluctuations added $14 million to sales and higher sales of vascular access products in Europe contributed another $5 million in core revenue growth.

Surgical product sales were essentially flat in 2008 compared to 2007 as the benefit of favorable foreign currency movements in Europe ($6 million) and higher volume in European and Asia/Latin American markets ($6 million) was offset by $12 million lower volumes in North America. This decline in North America was primarily in the chest drainage and instrumentation product lines.

Cardiac care product sales increased as a result of the Arrow acquisition in the fourth quarter of 2007.

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In 2008, sales to OEMs increased primarily as a result of higher sales of orthopedic instrumentation, specialty sutures and other devices of approximately $17 million and an acquisition in the orthopedic product line in early 2007 (approximately $3 million).

Operating profit in the Medical Segment increased 57% in 2008 to $286.3 million, from $182.6 million in 2007, principally due to the addition of higher margin Arrow critical care product lines. Other factors that contributed to the higher operating profit were improved cost and operational efficiencies in North America, higher volumes in Europe and Asia/Latin America, lower fair value adjustment to inventory acquired in the Arrow acquisition ($7 million in 2008 versus $29 million in 2007) and the favorable impact from the stronger Euro. The impact of these factors was partially offset by the impact of approximately $25 million higher amortization expense related to the Arrow acquisition and $20 million in higher costs incurred in 2008 in connection with a plan to remediate FDA regulatory issues.

Comparison of 2007 and 2006

Medical Segment net revenues increased 21% in 2007 to $1,041.3 million from $858.7 million in 2006, entirely due to acquisitions and currency movements. Revenues related to the acquisition of Arrow International contributed $133.8 million, or 16% of this increase. Increased sales of disposable medical products for airway management, respiratory care, urology, and surgical devices to European hospital markets and to Asian hospital markets, was more than offset by a decline in sales of orthopedic specialty devices sold to medical device manufacturers, the phase out of some product lines for medical device manufacturers and a decline in sales of products for alternate sites in North America.

Medical Segment operating profit increased 13% in 2007 to $182.6 million from $161.7 million in 2006 primarily due to the increase in volume from the Arrow acquisition, the positive impact from the full year effect of cost and productivity improvements that began in the second half of 2006 following completion of significant restructuring activities, and currency movements, which more than offset the negative impact from a $29 million charge in 2007 related to the fair value adjustment to inventory acquired in the Arrow acquisition, which was sold in 2007. During the first half of 2006, operating profit was negatively impacted by costs associated with operational inefficiencies and the consolidation of facilities and distribution centers.

Aerospace

Comparison of 2008 and 2007

Aerospace Segment net revenues grew 13% in 2008 to $511.2 million, from $451.8 million in 2007. The expansion of the cargo containers product line due to the acquisition of Nordisk Aviation Products accounted for 10% of this increase. The 2% increase in core growth is primarily attributable to increased sales of narrow body cargo loading systems and wide body and narrow body cargo spare components and repairs.

Segment operating profit increased 32% in 2008 to $61.8 million, from $47.0 million in 2007. The increase was principally due to the impact of the Nordisk acquisition and favorable product mix of repair versus replacement in the engine repair services business as a result of technology investments we have made. Consolidation of operations and phasing out of lower margin product lines in the engine repair services business during 2007 also had a positive impact on operating profit in 2008.

Comparison of 2007 and 2006

Aerospace Segment net revenues increased 11% in 2007 to $451.8 million from $405.4 million in 2006. This increase was due to increases of 7% from core growth, 3% from acquisitions and 1% from foreign currency movements. Core growth was primarily attributable to increased sales of wide body cargo handling systems and narrow body cargo loading systems, combined with steady increases in sales volume for aftermarket spares and repairs throughout the year.

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Aerospace Segment operating profit increased 17% to $47.0 million from $40.2 million in 2006 as a result of higher volume, productivity improvements, and cost control efforts in both the cargo handling systems and engine repair businesses, as well as the positive impact of restructuring in engine repair services.

Commercial

Comparison of 2008 and 2007

Commercial Segment net revenues declined approximately 7% in 2008 to $410.6 million, from $441.2 million in 2007. Core revenue declined 9% as a result of a 16% decline in sales of marine products for the recreational boat market and a 22% decline in sales of auxiliary power units for the North American truck market which was partially offset by a 12% increase in sales of alternate fuel systems and an 11% increase in sales of rigging services products. Extreme volatility in fuel costs, accompanied by deterioration in the general state of the global economy in the second half of 2008 adversely impacted the markets served by our marine and auxiliary power unit products and we expect the marine market to remain weak for most, if not all, of 2009. As a result, we adjusted production levels and took new restructuring actions in response to the current environment. Conversely, high fuel prices in 2008 increased demand for alternate fuel systems and we successfully penetrated a large emerging compressed natural gas market in South America during the year.

In 2008, segment operating profit increased 19% to $27.5 million compared to $23.0 million in 2007. This increase was principally due to favorable product mix and an acquisition during 2007 in the rigging services business. Favorable currency impact of approximately $3 million, cost reductions and lower warranty expenses in the power systems business offset the lower operating profit in the marine business resulting from lower sales in 2008.

Comparison of 2007 and 2006

Commercial Segment revenues increased 3% in 2007 to $441.2 million from $426.8 million in 2006. The favorable impact of acquisitions and foreign currency movements and an increase in sales of products for marine markets offset a decline in core revenue attributable to a significant decline in sales of auxiliary power units in the North American heavy truck market and to lower sales of rigging services where unusually high demand as a result of U.S. Gulf Coast rebuilding activities due to severe weather during 2006 caused unfavorable comparisons in 2007.

Commercial Segment operating profit declined 25% in 2007 to $23.0 million from $30.5 million in 2006. Operating profit was negatively impacted by commodity price increases, lower volumes of auxiliary power units and from approximately $4 million in provisions for warranty and other costs related to prior generation auxiliary power units sold to the North American truck market, which more than offset the positive impact of cost and productivity improvements in the business serving the marine market. Operating profit as a percent of revenues declined to 5.2% in 2007 from 7.1% in 2006.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is operating cash flows. In addition to operating cash flows, other significant factors that affect our overall management of liquidity include: capital expenditures, acquisitions, pension funding, dividends, common stock repurchases, adequacy of available bank lines of credit, and access to other capital markets.

The deterioration in global economic conditions and the severe disruptions in global credit markets that occurred during the fourth quarter of 2008 affected the operating results of our various businesses as described above in “Results of Operations.” In assessing the impact of these factors on our liquidity, we do not currently foresee any difficulties meeting our cash requirements or accessing credit as needed in the next twelve months. To date, we have not experienced an inordinate amount of payment default by our customers, and we have

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sufficient lending commitments in place to enable us to fund additional operating needs. However, taking into consideration current economic conditions, we recognize the increased risk that our customers and suppliers may be unable to access liquidity. If current market conditions continue to deteriorate, we may experience delays in customer payments and reductions in our customers’ purchases from us, which could have a material adverse effect on our liquidity.

Recent deterioration in the securities markets has impacted the value of the assets included in our defined benefit pension plans. As a result of losses experienced in global equity markets, our domestic pension funds experienced approximately $76 million, or 29%, decline in value during 2008. While this will increase pension expense in 2009 compared to 2008, we do not expect this to cause a significant increase to our pension funding requirements for 2009 because amounts funded to the plans in prior years exceeded the minimum amounts required in those years. The volatility in the securities markets has not significantly affected the liquidity of our pension plans or counterparty exposure. Substantially all of our domestic pension plans are invested in mutual funds registered with the SEC under the Investment Company Act of 1940. Underlying holdings of the mutual funds are invested in publicly traded equity and fixed income securities.

We manage our worldwide cash requirements by considering available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations. We have and will continue to transfer cash from those subsidiaries to us and to other international subsidiaries when it is cost effective to do so. Substantially all of our debt service requirements are United States based and we depend on foreign sources of cash to fund a portion of these requirements. We anticipate our domestic principal and interest payments for 2009 will be approximately $189 million and we expect to access approximately $95 million of cash from foreign subsidiaries in 2009 to help fund these debt service requirements. To the extent we cannot, or choose not to, repatriate cash from foreign subsidiaries in time to meet quarterly debt service requirements our revolving credit facility is utilized as a source of liquidity until such cash can be repatriated in a cost effective manner.

We believe our cash flow from operations, available cash and cash equivalents, borrowings under our revolving credit facility and additional sales of accounts receivable under our securitization program will enable us to fund our operating requirements, capital expenditures and debt obligations.

A summary of our cash flows for the last three years is as follows:

	Year Ended December 31,
	2008			2007			2006
	(Dollars in millions)
Cash flows from continuing operations provided by (used in):
Operating activities	$	176.8		$	283.1		$	198.5
Investing activities		(39.5	)		(1,522.5	)		(77.9	)
Financing activities		(218.0	)		1,090.3			(240.8	)
Cash flows provided by (used in) discontinued operations		(5.6	)		88.5			114.3
Effect of exchange rate changes on cash and cash equivalents		(7.8	)		13.5			14.8
(Decease) increase in cash and cash equivalents	$	(94.1	)	$	(47.1	)	$	8.9

Cash Flow from Operating Activities

Higher tax payments of approximately $112 million (net of refunds of approximately $27 million) and higher interest payments of approximately $60 million were the principal factors in the year-on-year decrease in cash flows from operating activities in 2008 compared to 2007. The largest factor contributing to the higher tax payments is approximately $90 million of taxes paid in connection with businesses divested in 2007.

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All together, changes in our operating assets and liabilities resulted in a decrease in cash from operations of approximately $110 million during 2008 which is principally attributable to the $90 million of tax payments mentioned previously. The cash flow impact from changes in other operating assets and liabilities offset one another; an inventory increase of approximately $21 million, increase in accounts payable and accrued expenses of $8 million, decrease in accounts receivable of $3 million, and a decrease in other operating assets of $6 million. The ramp up in production of cargo handling systems to meet the delivery schedules communicated earlier in the year from aircraft manufacturers and the late in the year delay of those delivery schedules into 2009 was the principal ($14 million) cause of the year-on-year increase in inventory. Nearly all of the increase in accounts payable and accrued expenses is due to a year-on-year increase in accounts payable in the Medical Segment that results from changes in payment patterns to suppliers of the Arrow operations during 2008 where early payment discounts were forgone in favor of longer payment terms. The $3 million decrease in accounts receivable reflects focused collection efforts in all segments and is in spite of higher sales during the fourth quarter of 2008 compared to the same period of a year ago, and a heavier mix of sales in our cargo handling systems business to aircraft manufacturers in 2008 which carry longer payment terms compared to the aftermarket side of that business. During 2008 we repatriated approximately $104 million of cash from our foreign subsidiaries.

Changes in our operating assets and liabilities during 2007 resulted in a net cash inflow of $76.9 million. The most significant change was a decrease in inventories of $62.4 million, $25 million of which is due to the resolution, in 2007, of operational inefficiencies experienced in the Medical Segment during the consolidation of facilities and distribution centers in 2005 and 2006 and focused inventory reduction initiatives in the Arrow operations post-acquisition, and $29 million is the impact from a fair value adjustment to inventory acquired in the Arrow acquisition which was sold during 2007. During 2007, we repatriated approximately $208 million of cash from our foreign subsidiaries, exclusive of proceeds from the sale of discontinued operations.

Cash Flow from Investing Activities

Our cash flows from investing activities from continuing operations in 2008 consisted primarily of capital expenditures of $39.3 million, $5.7 million of payments for businesses acquired that had been deferred at closing, which primarily pertained to our acquisitions of Nordisk ($4.7 million) and Southern Wire ($1.0 million), an additional investment of $2.2 million in our Propulsion Technologies joint venture, and proceeds of $8.5 million from the sale of assets and investments, principally $5.3 million related to post closing adjustments in connection with the sale of the GMS business, sale of investments in non-consolidated affiliates of $1.8 million and the sale of a held for sale building for $1.0 million.

Our cash flows from investing activities from continuing operations during 2007 consisted primarily of payments of $2.2 billion for businesses acquired, of which $2.1 billion pertained to the acquisition of Arrow International. During 2007, we received proceeds of approximately $702.3 million from the sale of the Commercial Segment’s automotive and industrial business and the Aerospace Segment’s precision machined components business.

Cash Flow from Financing Activities

Our cash flows from financing activities from continuing operations in 2008 consisted primarily of $133.9 million repayment of long-term debt, $92.8 million repayment of revolver borrowings, additional borrowings under the revolver of $92.9 million, payment of dividends of $53.0 million and payments to minority interest shareholders of $38.0 million which relate to the distribution of dividends from our ATI joint venture.

Our cash flows from financing activities from continuing operations during 2007 consisted primarily of new long-term borrowings of $1.6 billion in connection with the Arrow acquisition, the payment of fees of $21.6 million to obtain that debt, and the repayment of $463.4 million of debt. We repaid approximately

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$54.0 million of debt in connection with the Arrow acquisition and repaid approximately $386.6 million of long-term debt with the proceeds from the disposal of the automotive and industrial businesses.

Cash flows used in discontinued operations of $5.6 million in 2008 reflects the settlement of a contingency related to the GMS businesses which were sold in 2007.

Financing Arrangements

The following table provides our net debt to total capital ratio:

	2008			2007
	(Dollars in thousands)
Net debt includes:
Current borrowings	$	108,853		$	143,357
Long-term borrowings		1,437,538			1,540,902
Total debt		1,546,391			1,684,259
Less: Cash and cash equivalents		107,275			201,342
Net debt	$	1,439,116		$	1,482,917
Total capital includes:
Net debt	$	1,439,116		$	1,482,917
Shareholders’ equity		1,246,455			1,328,843
Total capital	$	2,685,571		$	2,811,760
Percent of net debt to total capital		54	%		53	%

In connection with the October 2007 acquisition of Arrow, we entered into a credit agreement (“the Senior Credit Facility”) that provides for a five-year term loan facility of $1.4 billion and a five-year revolving line of credit facility of $400 million, both of which carried initial interest rates of LIBOR plus a spread of 150 basis points. The spread is subject to adjustment based upon our leverage ratio. At December 31, 2008 the spread over LIBOR was 125 basis points. We executed an interest rate swap for $600 million of the term loan from a floating 3 month LIBOR rate to a fixed rate of 4.75%. The notional value of the interest rate swap amortizes down to $350 million at maturity in 2012. Our obligations under the Senior Credit Facility are guaranteed by substantially all of our material wholly-owned domestic subsidiaries, and are secured by a pledge of the shares of certain of our subsidiaries.

Also in connection with our acquisition of Arrow, on October 1, 2007, we issued $200 million in new senior notes (the “2007 Notes”) and amended certain terms of our outstanding notes issued on July 8, 2004 (the “2004 Notes”) and October 25, 2002 (the “2002 Notes,” and, together with the 2004 Notes, the “amended notes”). In addition, we repaid $10.5 million of outstanding notes issued on November 1, 1992 and December 15, 1993 (collectively, the “retired notes”). The retired notes consisted of the 7.40% Senior Notes due November 15, 2007 and the 6.80% Series B Senior Notes due December 15, 2008.

The 2007 notes and the amended notes, referred to collectively as the “senior notes”, rank pari passu in right of repayment with our obligations under the Senior Credit Facility (the “primary bank obligations”) and are secured and guaranteed in the same manner as the Senior Credit Facility. The senior notes have mandatory prepayment requirements upon the sale of certain assets and may be accelerated upon certain events of default, in each case, on the same basis as the Senior Credit facility.

The interest rates payable on the amended notes were also modified in connection with the foregoing transactions. Effective as of October 1, 2007:

    •   the 2004 Notes bear interest on the outstanding principal amount at the following rates: (i) 7.66% in respect of the Series 2004-1 Tranche A Senior Notes due 2011; (ii) 8.14% in respect of the Series

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2004-1 Tranche B Senior Notes due 2014; and (iii) 8.46% in respect of the Series 2004-1 Tranche C Senior Notes due 2016; and

    •   the 2002 Notes bear interest on the outstanding principal amount at the rate of 7.82% per annum.

Interest rates on the amended notes are subject to reduction based on positive performance relative to certain financial ratios.

Fixed rate borrowings, excluding the effect of derivative instruments, comprised 36% of total borrowings at December 31, 2008. Fixed rate borrowings, including the effect of derivative instruments, comprised 74% of total borrowings at December 31, 2008. Approximately 2% of our total borrowings of $1,546.4 million are denominated in currencies other than the U.S. dollar, principally the Euro.

The Senior Credit Facility and the senior note agreements contain covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to incur debt, create liens, consolidate, merge or dispose of certain assets, make certain investments, engage in acquisitions, pay dividends on, repurchase or make distributions in respect of capital stock and enter into swap agreements. These agreements also require us to maintain a consolidated leverage ratio (defined in the Senior Credit Facility as “Consolidated Leverage Ratio”) and an interest coverage ratio (defined in the Senior Credit Facility as “Consolidated Interest Coverage Ratio”) at the levels and as of the last day of any period of four consecutive fiscal quarters ending on or nearest to the dates set forth in the table below calculated pursuant to the definitions and methodology set forth in the Senior Credit Facility.

	Consolidated Leverage				Consolidated Interest
	Ratio				Coverage Ratio
Fiscal Quarter Ending on or	Must be				Must be
Nearest to	Less than		Actual		More than		Actual
December 31, 2007		4.75:1		3.80:1		3.00:1		3.46:1
March 31, 2008		4.75:1		3.84:1		3.00:1		3.51:1
June 30, 2008		4.75:1		3.71:1		3.00:1		3.58:1
September 30, 2008		4.75:1		3.43:1		3.00:1		3.78:1
December 31, 2008		4.00:1		3.29:1		3.50:1		4.04:1
March 31, 2009		4.00:1				3.50:1
June 30, 2009		4.00:1				3.50:1
September 30, 2009 and at all times thereafter		3.50:1				3.50:1

At December 31, 2008, we had $36.8 million of borrowings outstanding under our $400 million revolving line-of-credit facility. This facility is used principally for seasonal working capital needs. The availability of loans under this facility is dependent upon our ability to maintain our financial condition and our continued compliance with the covenants contained in the Senior Credit Facility and senior note agreements. Moreover, additional borrowings would be prohibited if a Material Adverse Effect (as defined in the Senior Credit Facility) were to occur. Notwithstanding these restrictions, we believe that this revolving credit facility provides us with significant flexibility to meet our foreseeable working capital needs. At our current level of EBITDA (as defined in the Senior Credit Facility) for the year ended December 31, 2008, we would have been permitted $334 million of additional debt beyond the levels outstanding at December 31, 2008. In addition, we believe that we will continue to have adequate borrowing availability under this facility after giving effect to the scheduled reduction in the leverage ratio covenant to 3.50:1 at September 30, 2009. Notwithstanding the borrowing capacity described above, additional capacity would be available if borrowed funds were used to acquire a business or businesses through the purchase of assets or controlling equity interests so long as the ratios set forth in the table above are met after giving proforma effect of the EBITDA (as defined in the Senior Credit Facility) of the business acquired.

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As of December 31, 2008, we were in compliance with all other terms of the Senior Credit Facility and the senior notes, and we expect to continue to be in compliance with the terms of these agreements, including the leverage and interest coverage ratios, throughout 2009.

For additional information regarding our indebtedness, please see Note 8 to our consolidated financial statements included in this Annual Report on Form 10-K.

In addition, at December 31, 2008 the Company had an accounts receivable securitization program to sell a security interest in domestic accounts receivable for consideration of up to $125 million to a commercial paper conduit. This facility is utilized from time to time for increased flexibility in funding short term working capital requirements. The credit market volatility during 2008 did not have a material impact on the availability of the accounts receivable securitization program. For additional information regarding this facility, please refer to “Off Balance Sheet Arrangements” included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Stock Repurchase Programs

On June 14, 2007, the Company’s Board of Directors authorized the repurchase of up to $300 million of outstanding Company common stock. Repurchases of Company stock under the program may be made from time to time in the open market and may include privately-negotiated transactions as market conditions warrant and subject to regulatory considerations. The program has no expiration date, and the Company’s ability to execute on the program will depend on, among other factors, cash requirements for acquisitions, cash generation from operations, debt repayment obligations, market conditions and regulatory requirements. In addition, under the senior loan agreements entered into October 1, 2007, the Company is subject to certain restrictions relating to its ability to repurchase shares in the event the Company’s consolidated leverage ratio exceeds certain levels, which further limit the Company’s ability to repurchase shares under this program. Through December 31, 2008, no shares have been purchased under this program.

On July 25, 2005, our Board of Directors authorized the repurchase of up to $140 million of our outstanding common stock over twelve months ended July 2006, which was subsequently extended by our Board to January 2007. Under this program, we repurchased a total of 2,317,347 shares on the open market during 2005 and 2006 for an aggregate purchase price of $140.0 million, and aggregate fees and commissions of $0.1 million.

Contractual Obligations

Contractual obligations at December 31, 2008 are as follows:

			Payments due by period
			Less						More
			than		1-3		4-5		than
	Total		1 year		years		years		5 years
					(Dollars in thousands)
Total borrowings	$	1,546,391	$	108,853	$	349,479	$	856,459	$	231,600
Interest obligations(1)		358,315		88,342		165,907		77,656		26,410
Operating lease obligations		118,800		30,529		46,695		28,126		13,450
Minimum purchase obligations(2)		51,484		51,075		409		—		—
Total contractual obligations	$	2,074,990	$	278,799	$	562,490	$	962,241	$	271,460

(1)	Interest obligations include the Company’s obligations under the interest rate swap. Interest payments on floating rate debt are based on the interest rate in effect on December 31, 2008.
(2)	Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions. These obligations relate primarily to material purchase requirements.

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We also have obligations with respect to income tax uncertainties and our pension and other postretirement benefit plans. See Notes 12 and 13, respectively to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Off Balance Sheet Arrangements

We have residual value guarantees under operating leases for certain equipment. The maximum potential amount of future payments we could be required to make under these guarantees is approximately $1.9 million.

We use an accounts receivable securitization program to gain access to enhanced credit markets and reduce financing costs. As currently structured, accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote subsidiary of Teleflex Incorporated that is consolidated in our financial statements. This SPE then sells undivided interests in those receivables to an asset backed commercial paper conduit. The conduit issues notes secured by those interests and other assets to third party investors.

To the extent that cash consideration is received for the sale of undivided interests in the receivables by the SPE to the conduit, it is accounted for as a sale in accordance with Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, as we have relinquished control of the receivables. Accordingly, undivided interests in accounts receivable sold to the commercial paper conduit under these transactions are excluded from accounts receivables, net in the accompanying consolidated balance sheets. The interests not represented by cash consideration from the conduit are retained by the SPE and remain in accounts receivable in the accompanying consolidated balance sheets.

The interests in receivables sold and the interest in receivables retained by the SPE are carried at face value, which is due to the short-term nature of our accounts receivable. The special purpose entity has received cash consideration of $39.7 million and $39.7 million for the interests in the accounts receivable it has sold to the commercial paper conduit at December 31, 2008 and December 31, 2007, respectively. No gain or loss is recorded upon sale as fee charges from the commercial paper conduit are based upon a floating yield rate and the period the undivided interests remain outstanding. Fee charges from the commercial paper conduit are accrued at the end of each month. Should we default under the accounts receivable securitization program, the commercial paper conduit is entitled to receive collections on receivables owned by the SPE in satisfaction of the amount of cash consideration paid to the SPE to the commercial paper conduit. The assets of the SPE are not available to satisfy the obligations of Teleflex or any of its other subsidiaries.

Information regarding the outstanding balances related to the SPE’s interests in accounts receivables sold or retained as of December 31, 2008 is as follows:

	(Dollars in millions)
Interests in receivables sold outstanding(1)	$	39.7
Interests in receivables retained, net of allowance for doubtful accounts	$	96.3

(1) Deducted from accounts receivables, net in the consolidated balance sheets.

The delinquency ratio for the qualifying receivables represented 3.76% of the total qualifying receivables as of December 31, 2008.

The following table summarizes the activity related to our interests in accounts receivable sold for the year ended December 31, 2008:

	(Dollars in millions)
Proceeds from the sale of interest in accounts receivable	$	39.7
Fees and charges(1)	$	1.8

(1) Recorded in interest expense in the consolidated statement of operations.

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Other fee charges related to the sale of receivables to the commercial paper conduit for the year ended December 31, 2008 were not material.

We continue servicing the receivables sold, pursuant to servicing agreements with the SPE. No servicing asset is recorded at the time of sale because we do not receive any servicing fees from third parties or other income related to the servicing of the receivables. We do not record any servicing liability at the time of the sale as the receivables collection period is relatively short and the costs of servicing the receivables sold over the servicing period are insignificant. Servicing costs are recognized as incurred over the servicing period.

See also Note 15 to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

We have identified the following as critical accounting estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.

Accounting for Allowance for Doubtful Accounts

In the ordinary course of business, we grant non-interest bearing trade credit to our customers on normal credit terms. In an effort to reduce our credit risk, we (i) establish credit limits for all of our customer relationships, (ii) perform ongoing credit evaluations of our customers’ financial condition, (iii) monitor the payment history and aging of our customers’ receivables, and (iv) monitor open orders against an individual customer’s outstanding receivable balance.

An allowance for doubtful accounts is maintained for accounts receivable based on our historical collection experience and expected collectability of the accounts receivable, considering the period an account is outstanding, the financial position of the customer and information provided by credit rating services. The adequacy of this allowance is reviewed each reporting period and adjusted as necessary. Our allowance for doubtful accounts was $8.7 million at December 31, 2008 and $7.0 million at December 31, 2007 which was 2.6% and 2.1% of gross accounts receivable, at those respective dates. In light of the disruptions in global credit markets that occurred in the fourth quarter of 2008 we have taken this heightened risk of customer payment default into account when estimating the allowance for doubtful accounts at December 31, 2008 by engaging in a more robust customer-by-customer risk assessment. Although future results cannot always be predicted by extrapolating past results, management believes that it is reasonably likely that future results will be consistent with historical trends and experience. However, if the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, or if unexpected events or significant future changes in trends were to occur, additional allowances may be required.

Inventory Utilization

Inventories are valued at the lower of cost or market. Accordingly, we maintain a reserve for excess and obsolete inventory to reduce the carrying value of our inventories for the diminution of value resulting from product obsolescence, damage or other issues affecting marketability equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value

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include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.

The adequacy of this reserve is reviewed each reporting period and adjusted as necessary. We regularly compare inventory quantities on hand against historical usage or forecasts related to specific items in order to evaluate obsolescence and excessive quantities. In assessing historical usage, we also qualitatively assess business trends to evaluate the reasonableness of using historical information as an estimate of future usage.

Our excess and obsolete inventory reserve was $37.5 million at December 31, 2008 and $35.9 million at December 31, 2007 which was 8.1% and 7.9% of gross inventories, at those respective dates.

Accounting for Long-Lived Assets and Investments

The ability to realize long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover their carrying amount. Such evaluation is based on various analyses, including undiscounted cash flow projections. The analyses necessarily involve significant management judgment. Any impairment loss, if indicated, is measured as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Accounting for Goodwill and Other Intangible Assets

Goodwill and intangible assets by reporting segment at December 31, 2008 are as follows:

	Medical		Aerospace		Commercial		Total
	(Dollars in thousands)
Goodwill	$	1,428,679	$	6,317	$	39,127	$	1,474,123
Intangible assets:
Indefinite lived		315,381		—		10,175		325,556
Finite lived		659,537		10,521		21,004		691,062
Goodwill and intangible assets	$	2,403,597	$	16,838	$	70,306	$	2,490,741

Acquired intangible assets may represent indefinite-lived assets (e.g., certain trademarks or brands), determinable-lived intangibles (e.g., certain trademarks or brands, customer relationships, patents and technologies) or residual goodwill. Of these, only the costs of determinable-lived intangibles are amortized to expense over their estimated life. The value of the indefinite-lived intangible assets and residual goodwill is not amortized, but is tested at least annually for impairment. Our impairment testing for goodwill is performed separately from our impairment testing of indefinite-lived intangibles. Goodwill and indefinite-lived intangibles assets, primarily trademarks and brand names, are tested annually for impairment during the fourth quarter, using the first day of the quarter as the measurement date, or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations.

Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows to measure fair value. Assumptions used in the Company’s impairment evaluations, such as forecasted growth rates and cost of capital, are consistent with internal projections and operating plans. We believe such assumptions and estimates are also comparable to those that would be used by other marketplace participants.

Goodwill

Impairment assessments are performed at a reporting unit level. For purposes of this assessment, the Company’s reporting units are generally its businesses one level below the respective operating segment.

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Goodwill impairment is determined using a two-step process. The first step of the process is to compare the fair value of a reporting unit with its carrying value, including goodwill. In performing the first step, the Company calculated fair values of the various reporting units using equal weighting of two methods; one which estimates the discounted cash flows (“DCF”) of each of the reporting units based on projected earnings in the future (the Income Approach) and one which is based on sales of similar assets in actual transactions (the Market Approach). If the fair value exceeds the carrying value, there is no impairment. If the reporting unit carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any.

Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates, operating margins, industry trends, regulatory environment, relevant comparable company selection, calculation of comparable company multiples and the amount and timing of expected future cash flows. The DCF analysis utilized in the fourth quarter 2008 impairment test was performed over a ten year time horizon for each reporting unit where the compound annual growth rates during this period for the Medical, Aerospace and Commercial segments range from approximately 4% to 7% for revenue and from approximately 8% to 13% for operating income. Discount rates range from 10.5% to 14.0%, and a perpetual growth rate of 2.5% was assumed for all reporting units.

The cash flows employed in the DCF analyses are based on internal budgets and business plans and various long-term growth assumptions beyond the business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units along with various market based inputs.

In arriving at our estimate of the fair value of each reporting unit, we considered the results of both the DCF and the market comparable methods and concluded the fair value to be the average of the results yielded by the two methods for each reporting unit. Then, the current market capitalization of the Company was reconciled to the sum of the estimated fair values of the individual reporting units, plus a control premium, to ensure the fair value conclusions were reasonable in light of current market capitalization. The control premium implied by our analysis was approximately 35%, which was deemed to be within a reasonable range of observed average industry control premiums. No impairment in the carrying value of any of our reporting units was evident as a result of the assessment of their respective fair values as determined under the methodology described above. In light of market conditions in the fourth quarter we considered whether there were any triggering events which would have caused us to re-assess our goodwill impairment considerations as of the assessment date and we determined that there were no triggering events.

To illustrate the magnitude of potential impairment charges relative to future changes in projected operating income and discount rates, the following table shows the sensitivity to 1.0 and 1.5 percentage point increases in the discount rate or a 10% and 25% reduction in the compound annual growth rate of operating income:

	Decrease In Fair Value of Reporting Units
	Operating Income				Discount Rate
	10%		25%		1%		1-1/2%
Medical	$	321,397	$	736,465	$	552,317	$	783,989
Aerospace		19,787		48,094		33,890		48,871
Commercial		27,206		59,463		27,632		39,770

None of these scenarios resulted in an indication of impairment in any of our reporting units. While we are not aware of any known trends, uncertainties or other factors that will result in, or that are reasonably likely to result in, a material impairment charge in the future, events could occur in the future which are currently unforeseen that could result in an impairment.

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Intangible Assets

Intangible assets are assets acquired that lack physical substance and that meet the specified criteria for recognition apart from goodwill. Intangible assets acquired are comprised mainly of technology, customer relationships, and trade names. The fair value of acquired technology and trade names is estimated by the use of a relief from royalty method, which values an intangible asset by estimating the royalties saved through the ownership of an asset. The royalty, which is based on a reasonable rate applied against forecasted sales, is tax-effected and discounted to present value using a discount rate commensurate with the relative risk of achieving the cash flow. The fair value of acquired customer relationships is estimated by the use of an income approach known as the excess earnings method. The excess earnings method measures economic benefit indirectly by calculating residual profit attributable to an asset after appropriate returns are paid to complementary or contributory assets. The residual profit is tax-effected and discounted to present value at an appropriate discount rate that reflects the risk factors associated with the estimated income stream. Determining the useful life of an intangible asset requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.

Management tests indefinite-lived intangible assets on at least an annual basis, or more frequently if necessary. In connection with the analysis, management tests for impairment by comparing the carrying value of intangible assets to its estimated fair value. Since quoted market prices are seldom available for intangible assets, we utilize present value techniques to estimate fair value. Common among such approaches is the “relief from royalty” methodology. This methodology estimates the direct cash flows associated with the intangible asset. Management must estimate the hypothetical royalty rate, discount rate, and residual growth rate to estimate the forecasted cash flows associated with the asset.

Discount rates and perpetual growth rates utilized in the impairment test of indefinite-lived assets during the fourth quarter of 2008 are comparable to the rates utilized in the impairment test of goodwill by segment. Compound annual growth rates in revenues projected to be generated from certain trade names in the Medical Segment ranged from 3.85% to 11.67% and a royalty rate of 4.0% was assumed. The compound annual growth rate in revenues projected to be generated from certain trade names in the Commercial Segment was 5.36% and a royalty rate of 2.0% was assumed. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows generated as a result of the respective intangible assets. Assumptions about royalty rates are based on the rates at which similar trademarks or technologies are being licensed in the marketplace.

This analysis indicated that certain trade names in the Commercial Segment were impaired by $0.8 million and this was charged to restructuring and other impairment charges during the fourth quarter of 2008. Had the fair value of each Company’s indefinite-lived assets been hypothetically lower than presently estimated by 10% as of September 29, 2008, certain trade names in the Commercial Segment would have been impaired by an additional $1.0 million and the Arrow trade name would have been impaired $8 million.

Long-lived assets, including finite-lived intangible assets (e.g., customer relationships), do not require that an annual impairment test be performed; instead, long-lived assets are tested for impairment upon the occurrence of a triggering event. Triggering events include the likely (i.e., more likely than not) disposal of a portion of such assets or the occurrence of an adverse change in the market involving the business employing the related assets. Significant judgments in this area involve determining whether a triggering event has occurred and re-assessing the reasonableness of the remaining useful lives of finite-lived assets by, among other things, validating customer attrition rates.

Acquired In-Process Research and Development

In connection with the acquisition of Arrow International, the Company recorded a $30 million charge to operations during 2007, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”, for in-process research and development (“IPR&D”) assets acquired that the

44

Company determined had no alternative future use in their current state. The Company continues to evaluate certain of these projects for their feasibility and alignment with the Company’s core strategic objectives.

As part of the preliminary purchase price allocation for Arrow, approximately $30 million of the purchase price was allocated to acquire in-process research and development projects. The amount allocated to the acquired in-process research and development represents the estimated value based on risk-adjusted cash flows related to in-process projects that had not yet reached technological feasibility and had no alternative future uses as of the date of the acquisition. The primary basis for determining the technological feasibility of these projects is obtaining regulatory approval to market the underlying products. If the projects are not successful or completed in a timely manner, the Company may not realize the financial benefits expected for these projects.

The value assigned to the acquired in-process technology was determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting net cash flows from the projects, and discounting the net cash flows to their present value. The revenue projections used to value the acquired in-process research and development were based on estimates of relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by us and our competitors. The resulting net cash flows from such projects were based on our estimates of cost of sales, operating expenses, and income taxes from such projects.

The rate of 14 percent utilized to discount the net cash flows to their present value was based on estimated cost of capital calculations and the implied rate of return from the Company’s acquisition model plus a risk premium. Due to the nature of the forecasts and the risks associated with the developmental projects, appropriate risk-adjusted discount rates were used for the in-process research and development projects. The discount rates are based on the stage of completion and uncertainties surrounding the successful development of the purchased in-process technology projects.

The purchased in-process technology of Arrow relates to research and development projects in the following product families: Central Venus Access Catheters (“CVC”) and Specialty Care Catheters (“Specialty Care”).

The most significant purchased set of in-process technologies relates to the CVC Product Family for which the Company estimated a value of $25 million. The projects included in this product family’s in-process technology include the Hi-C Project, PICC Triple Lumen, Antimicrobial PICC, and certain Catheter Tip Positioning Technology.

The remaining purchased set of in-process technologies relates to the Specialty Care Product Family for which the Company has estimated a value of $5 million. The projects included in this product family’s in-process technology include the Ethanol Lock Program and Antimicrobial CHDC.

The successful development of new products and product enhancements is subject to numerous risks and uncertainties, both known and unknown, including unanticipated delays, access to capital, budget overruns, technical problems and other difficulties that could result in the abandonment or substantial change in the design, development and commercialization of these new products and enhancements, including, for example, changes requested by the FDA in connection with pre-market approval applications for products or 510(k) notification. Given the uncertainties inherent with product development and introduction, there can be no assurance that any of the Company’s product development efforts will be successful on a timely basis or within budget, if at all. The failure of the Company to develop new products and product enhancements on a timely basis or within budget could harm the Company’s results of operations and financial condition. For additional risks that may affect the Company’s business and prospects following completion of the merger, see “Risk Factors” commencing on page 13 of this Annual Report on Form 10-K.

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Accounting for Pensions and Other Postretirement Benefits

We provide a range of benefits to eligible employees and retired employees, including pensions and postretirement healthcare. Several statistical and other factors which are designed to project future events are used in calculating the expense and liability related to these plans. These factors include actuarial assumptions about discount rates, expected rates of return on plan assets, compensation increases, turnover rates and healthcare cost trend rates. We review the actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate.

The weighted average assumptions for U.S. and foreign plans used in determining net benefit cost were as follows:

	Pension									Other Benefits
	2008			2007			2006			2008			2007			2006
Discount rate		6.32	%		5.46	%		5.71	%		6.45	%		5.85	%		5.75	%
Rate of return		8.19	%		8.33	%		8.73	%		—			—			—
Initial healthcare trend rate		—			—			—			8.5	%		8.0	%		9.0	%
Ultimate healthcare trend rate		—			—			—			5.0	%		4.5	%		4.5	%

Significant differences in our actual experience or significant changes in our assumptions may materially affect our pension and other postretirement obligations and our future expense. The following table shows the sensitivity to changes in the weighted average assumptions:

						Expected Return
	Assumed Discount Rate					on Plan Assets
	50 Basis			50 Basis		50 Basis		Assumed Healthcare Trend Rate
	Point			Point		Point		1.0%		1.0%
	Increase			Decrease		Change		Increase		Decrease
	(Dollars in millions)
Net periodic pension and postretirement healthcare expense	$	(1.0	)	$	1.0	$	0.9	$	0.4	$	(0.4	)
Projected benefit obligation	$	(19.7	)	$	21.0	$	—	$	4.8	$	(4.3	)

Product Warranty Liability

Most of our sales are covered by warranty provisions for the repair or replacement of qualifying defective items for a specified period after the time of the sales. We estimate our warranty costs and liability based on a number of factors including historical trends of units sold, the status of existing claims, recall programs and communication with customers. Our estimated product warranty liability was $17.1 million and $20.0 million at December 31, 2008 and December 31, 2007, respectively.

Accounting for Income Taxes

Our annual provision for income taxes and determination of the deferred tax assets and liabilities require management to assess uncertainties, make judgments regarding outcomes and utilize estimates. We conduct a broad range of operations around the world, subjecting us to complex tax regulations in numerous international taxing jurisdictions, resulting at times in tax audits, disputes and potentially litigation, the outcome of which is uncertain. Management must make judgments about such uncertainties and determine estimates of our tax assets and liabilities. Deferred tax assets and liabilities are measured and recorded using current enacted tax rates, which the Company expects will apply to taxable income in the years in which those temporary differences are recovered or settled. The likelihood of a material change in the Company’s expected realization of these assets is dependent on future taxable income, its ability to use foreign tax credit carryforwards and carrybacks, final U.S. and foreign tax settlements, and the effectiveness of its tax planning strategies in the various relevant jurisdictions. While management believes that its judgments and interpretations regarding

46

income taxes are appropriate, significant differences in actual experience may require future adjustments to our tax assets and liabilities and such adjustments could be material.

We are also required to assess the realizability of our deferred tax assets. We evaluate all positive and negative evidence and use judgments regarding past and future events, including operating results and available tax planning strategies that could be implemented to realize the deferred tax assets to help determine when it is more likely than not that all or some portion of our deferred tax assets may not be realized. Based on this assessment, we evaluate the need for, and amount of, valuation allowances to offset future tax benefits that may not be realized. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required.

The valuation allowance for deferred tax assets of $51.2 million and $68.5 million at December 31, 2008 and December 31, 2007, respectively, relates principally to the uncertainty of the utilization of certain deferred tax assets, primarily tax loss and credit carryforwards in various jurisdictions. We believe that we will generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax asset. The valuation allowance was calculated in accordance with the provisions of SFAS No. 109, “Accounting for Income Taxes,” which requires that a valuation allowance be established and maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. The valuation allowance decrease in 2008 was principally attributable to: (i) the deconsolidation of a subsidiary; (ii) the increased ability to utilize certain state net operating losses as a result of the mergers of several subsidiaries; and (iii) the increased ability to utilize certain state net operating losses as a result of a shift in state apportionment factors following the GMS transaction.

Significant judgment is required in determining income tax provisions under SFAS No. 109 “Accounting for Income Taxes” and in evaluating tax positions. We establish additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold, as defined by FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement 109” (“FIN 48”), which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, the Company and its subsidiaries are examined by various Federal, State and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a revision become known.

See Note 12 to our consolidated financial statements in this Annual Report on Form 10-K for additional information regarding the Company’s uncertain tax positions.

Accounting Standards Issued But Not Yet Adopted

Fair Value Measurements:  In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 establishes a common definition of fair value to be applied to US GAAP that requires the use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. Except as noted below, SFAS No. 157 became effective for fiscal years beginning after November 15, 2007.

In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, “Partial Deferral of the Effective Date of Statement 157.” FSP 157-2 delays the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted SFAS No. 157 as of January 1, 2008 with respect to financial assets and financial liabilities. As of

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January 1, 2009, the Company adopted the provisions of SFAS No. 157 with respect to non-financial assets and liabilities under FSP 157-2 and this adoption did not have a material impact on the Company’s financial position, results of operations and cash flows.

In October 2008, the FASB issued FSP 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active.” FSP 157-3 clarifies the application of SFAS No. 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 became effective upon issuance and did not have a material impact on the Company’s fair value of financial assets as a result of the adoption of FSP 157-3. Refer to Note 14 to our consolidated financial statements in this Annual Report on Form 10-K for additional information on fair value measurements.

Business Combinations:  In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. SFAS No. 141(R) replaces SFAS No. 141, “Business Combinations.” SFAS No. 141(R) retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS No. 141(R)’s scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration.

SFAS No. 141(R) replaces Statement 141’s cost-allocation process and requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. In addition, SFAS No. 141(R) changes the allocation and treatment of acquisition-related costs, restructuring costs that the acquirer expected but was not obligated to incur, the recognition of assets and liabilities assumed arising from contingencies and the recognition and measurement of goodwill. This statement is effective for fiscal years beginning after December 15, 2008 and is to be applied prospectively to business combinations. Accordingly, the Company will apply the provisions of SFAS No. 141(R) upon adoption on its effective date.

Noncontrolling Interests:  In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51.” SFAS No. 160 amends Accounting Research Bulletin (“ARB”) 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary, sometimes referred to as minority interest, and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 requires that a noncontrolling interest in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity, that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, that the changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently as equity transactions and that when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. This statement is effective for fiscal years beginning after December 15, 2008 and earlier adoption is prohibited. Accordingly, the Company will apply the provisions of SFAS No. 160 upon adoption on its effective date.

Disclosures about Derivative Instruments and Hedging Activities: In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133,” which requires enhanced disclosures about derivative and hedging activities. Companies will be required to provide enhanced disclosures about (a) how and why a company uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and related interpretations, and (c) how derivative instruments and related hedged items affect the company’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal

48

and interim periods beginning after November 15, 2008. Accordingly, the Company will ensure that it meets the enhanced disclosure provisions of SFAS No. 161 upon the effective date.

Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities: In June 2008, the FASB issued FSP EITF 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” which addresses whether unvested instruments granted in share-based payment transactions that contain nonforfeitable rights to dividends or dividend equivalents are participating securities subject to the two-class method of computing earnings per share under SFAS No. 128, “Earnings Per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years. The Company is currently evaluating the guidance under FSP EITF 03-6-1 but does not expect it will result in a change in the Company’s earnings per share or diluted earnings per share.

Determination of the Useful Life of Intangible Assets: In April 2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible Assets,” which amends SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142), regarding the factors that should be considered in developing the useful lives for intangible assets with renewal or extension provisions. FSP FAS 142-3 requires an entity to consider its own historical experience in renewing or extending similar arrangements, regardless of whether those arrangements have explicit renewal or extension provisions, when determining the useful life of an intangible asset. In the absence of such experience, an entity shall consider the assumptions that market participants would use about renewal or extension, adjusted for entity-specific factors. FSP FAS 142-3 will be effective for qualifying intangible assets acquired by the Company on or after January 1, 2009. The application of FSP FAS 142-3 did not have a material impact on the Company’s results of operations, cash flows or financial position upon adoption; however, future transactions entered into by the Company will need to be evaluated under the requirements of this FSP.

FASB Accounting Standards Codification:  In December 2008, the FASB issued a news release for the expected launch of the FASB Accounting Standards Codification. The Codification is a major restructuring of accounting and reporting standards. The Codification does not change GAAP, but instead, it introduces a new structure. It will supersede all accounting standards in existing FASB, Emerging Issues Task Force (EITF), American Institute of Certified Public Accountants (AICPA) and related standards. The Codification is expected to become authoritative on July 1, 2009, at which time only two levels of US GAAP will exist: authoritative represented by the Codification, and nonauthoritative represented by all other literature.

In December 2008, the FASB issued FSP FAS No. 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (FSP FAS 132(R)-1), which requires additional disclosures for employers’ pension and other postretirement benefit plan assets. As pension and other postretirement benefit plan assets were not included within the scope of SFAS No. 157, FSP FAS 132(R)-1 requires employers to disclose information about fair value measurements of plan assets similar to the disclosures required under SFAS No. 157, the investment policies and strategies for the major categories of plan assets, and significant concentrations of risk within plan assets. FSP FAS 132(R)-1 will be effective for the Company as of December 31, 2009. As FSP FAS 132(R)-1 provides only disclosure requirements, the adoption of this standard will not have a material impact on the Company’s results of operations, cash flows or financial positions.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to certain financial risks, specifically fluctuations in market interest rates, foreign currency exchange rates and, to a lesser extent, commodity prices. We use derivative financial instruments to manage or reduce the impact of some of these risks. All instruments are entered into for other than trading purposes. We are also exposed to changes in the market traded price of our common stock as it influences the valuation of stock options and their effect on earnings.

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Interest Rate Risk

We are exposed to changes in interest rates as a result of our borrowing activities and our cash balances. Interest rate swaps are used to manage a portion of our interest rate risk. The table below is an analysis of the amortization and related interest rates by year of maturity for our fixed and variable rate debt obligations. Variable interest rates shown below are weighted average rates of the debt portfolio based on December 31, 2008 rates. For the swaps, notional amounts and related interest rates are shown by year of maturity. The fair value, net of tax, of the interest rate swap as of December 31, 2008 was a loss of $27.0 million.

	Year of Maturity
	2009		2010		2011		2012		2013			Thereafter		Total
	(Dollars in thousands)
Fixed rate debt	$	—	$	—	$	145,000	$	180,000	$	—		$	226,600	$	551,600
Average interest rate		—		—		7.7%		7.7%		—			8.2%		7.9%
Variable rate debt	$	108,853	$	102,258	$	102,221	$	676,459	$	—		$	5,000	$	994,791
Average interest rate		4.3%		4.2%		4.2%		4.2%		—			3.0%		4.2%
Amount subject to swaps:
Variable to fixed(1)									$	600,000
Average rate to be received										3 months USD Libor
Average rate to be paid										4.75%(2	)

(1)	The notional value of the interest rate swap is $600 million at inception and amortizes down to a notional value of $350 million at maturity in 2012.
(2)	The all in cost of the $600 million swapped debt is 4.75% plus the applicable spread over LIBOR, currently at 125 basis points.

A 1.0% change in variable interest rates would adversely or positively impact our expected net earnings by approximately $2.4 million, for the year ended December 31, 2009.

Foreign Currency Risk

We are exposed to fluctuations in market values of transactions in currencies other than the functional currencies of certain subsidiaries. We have entered into forward contracts with several major financial institutions to hedge a portion of projected cash flows from these exposures. These are all contracts to buy or sell a foreign currency against the U.S. dollar. The fair value of the open forward contracts as of December 31, 2008 was a loss of $5 million. The following table presents our open forward currency contracts as of December 31, 2008, which mature in 2009. Forward contract notional amounts presented below are expressed in the stated currencies (in thousands). The total notional amount for all contracts translates to approximately $99.6 million.

Forward Currency Contracts:

	Buy/(Sell)
Japanese yen		(621,070	)
Euros		(8,149	)
Mexican peso		269,713
Czech koruna		108,606
Swedish krona		41,820
Malaysian ringgits		41,016
Canadian dollars		19,952
Singapore dollars		17,004
British pounds		2,046

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A strengthening of 10% in the value of the U.S. dollar against foreign currencies would, on a combined basis, adversely impact the translation of our non-US subsidiary net earnings and transactions on currencies other than the functional currency of certain subsidiaries by approximately $1.6 million, for the year ended December 31, 2009.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this Item are included herein, commencing on page F-1.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b)  Management’s Report on Internal Control Over Financial Reporting

Our management’s report on internal control over financial reporting is set forth on page F-2 of this Annual Report on Form 10-K and is incorporated by reference herein.

(c)  Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.   OTHER INFORMATION

None.

PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

For the information required by this Item 10, other than with respect to our Executive Officers, see “Election Of Directors,” “Nominees for Election to the Board of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” in the Proxy Statement for our 2009 Annual Meeting, which information is incorporated herein by reference. The Proxy Statement for our 2009 Annual Meeting will be filed within 120 days of the close of our fiscal year.

51

For the information required by this Item 10 with respect to our Executive Officers, see Part I of this report on pages 11 — 12, which information is incorporated herein by reference.

ITEM 11.   EXECUTIVE COMPENSATION

For the information required by this Item 11, see “Executive Compensation,” “Compensation Committee Report on Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement for our 2009 Annual Meeting, which information is incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

For the information required by this Item 12 under Item 403 of Regulation S-K, see “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement for our 2009 Annual Meeting, which information is incorporated herein by reference.

The following table sets forth certain information as of December 31, 2008 regarding our 1990 Stock Compensation Plan, 2000 Stock Compensation Plan and 2008 Stock Incentive Plan:

					Number of Securities
					Remaining Available for
	Number of Securities				Future Issuance Under
	to be Issued Upon		Weighted-Average		Equity Compensation
	Exercise of		Exercise Price of		Plans (Excluding
	Outstanding Options,		Outstanding Options,		Securities Reflected in
Plan Category	Warrants and Rights		Warrants and Rights		Column (A))
	(A)		(B)		(C)
Equity compensation plans approved by security holders		1,838,308	$	56.18		2,863,998

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

For the information required by this Item 13, see “Certain Transactions” and “Corporate Governance” in the Proxy Statement for our 2009 Annual Meeting, which information is incorporated herein by reference.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

For the information required by this Item 14, see “Audit and Non-Audit Fees” and “Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm” in the Proxy Statement for our 2009 Annual Meeting, which information is incorporated herein by reference.

PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Consolidated Financial Statements:

The Index to Consolidated Financial Statements and Schedule is set forth on page F-1 hereof.

(b) Exhibits:

The Exhibits are listed in the Index to Exhibits.

52

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized as of the date indicated below.

TELEFLEX INCORPORATED

By:  /s/  Jeffrey P. Black

Jeffrey P. Black

Chairman and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the date indicated below.

By:  /s/  Kevin K. Gordon

Kevin K. Gordon

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

By:  /s/  Charles E. Williams

Charles E. Williams

Corporate Controller and Chief Accounting Officer

(Principal Accounting Officer)

By:	/s/  George Babich, Jr. George Babich, Jr. Director	By:	/s/  Sigismundus W.W. Lubsen Sigismundus W.W. Lubsen Director
By:	/s/  Patricia C. Barron Patricia C. Barron Director	By:	/s/  Benson F. Smith Benson F. Smith Director
By:	/s/  Jeffrey P. Black Jeffrey P. Black Chairman, Chief Executive Officer & Director	By:	/s/  Harold L. Yoh III Harold L. Yoh III Director
By:	/s/  William R. Cook William R. Cook Director	By:	/s/  James W. Zug James W. Zug Director
By:	/s/  Dr. Jeffrey A. Graves Dr. Jeffrey A. Graves Director	By:	/s/  Stephen K. Klasko Stephen K. Klasko Director

Dated: February 25, 2009

53

TELEFLEX INCORPORATED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Management’s Report On Internal Control Over Financial Reporting	F-2
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Statements of Income for 2008, 2007 and 2006	F-4
Consolidated Balance Sheets as of December 31, 2008 and December 31, 2007	F-5
Consolidated Statements of Cash Flows for 2008, 2007 and 2006	F-6
Consolidated Statements of Changes in Shareholders’ Equity for 2008, 2007 and 2006	F-7
Notes to Consolidated Financial Statements	F-8
Quarterly Data	F-50

FINANCIAL STATEMENT SCHEDULE

	Page
II Valuation and qualifying accounts		F-52

F-1

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Teleflex Incorporated and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, management used the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2008, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

/s/  Jeffrey P. Black
Jeffrey P. Black
Chairman and Chief Executive Officer /s/  Kevin K. Gordon
Kevin K. Gordon
Executive Vice President and
Chief Financial Officer

February 25, 2009

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Teleflex Incorporated:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Teleflex Incorporated and its subsidiaries at December 31, 2008 and December 31, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting, appearing on page F-2. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 25, 2009

F-3

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended
	December 31,			December 31,			December 31,
	2008			2007			2006
	(Dollars and shares in thousands,
	except per share)
Net revenues	$	2,420,949		$	1,934,332		$	1,690,809
Materials, labor and other product costs		1,456,782			1,253,978			1,105,652
Gross profit		964,167			680,354			585,157
Selling, engineering and administrative expenses		596,773			445,254			374,961
In-process research and development charge		—			30,000			—
Goodwill impairment		—			18,896			1,003
Restructuring and other impairment charges		27,701			11,352			21,320
(Gain) loss on sales of businesses and assets		(296	)		1,110			732
Income from continuing operations before interest, taxes and minority interest		339,989			173,742			187,141
Interest expense		121,647			74,876			41,200
Interest income		(2,635	)		(10,482	)		(6,277	)
Income from continuing operations before taxes and minority interest		220,977			109,348			152,218
Taxes on income from continuing operations		52,169			122,767			32,919
Income (loss) from continuing operations before minority interest		168,808			(13,419	)		119,299
Minority interest in consolidated subsidiaries, net of tax		34,828			28,949			23,211
Income (loss) from continuing operations		133,980			(42,368	)		96,088
Operating (loss) income from discontinued operations (including net (loss) gain on disposal of $(8,238), $299,456 and $182 respectively)		(8,238	)		349,917			64,580
Taxes on income from discontinued operations		5,968			161,065			21,238
(Loss) income from discontinued operations		(14,206	)		188,852			43,342
Net income	$	119,774		$	146,484		$	139,430
Earnings (losses) per share:
Basic:
Income (loss) from continuing operations	$	3.38		$	(1.08	)	$	2.42
(Loss) income from discontinued operations	$	(0.36	)	$	4.81		$	1.09
Net income	$	3.03		$	3.73		$	3.51
Diluted:
Income (loss) from continuing operations	$	3.36		$	(1.08	)	$	2.40
(Loss) income from discontinued operations	$	(0.36	)	$	4.81		$	1.08
Net income	$	3.01		$	3.73		$	3.49
Weighted average common shares outstanding:
Basic		39,584			39,259			39,760
Diluted		39,832			39,259			39,988

The accompanying notes are an integral part of the consolidated financial statements.

F-4

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2008			2007
	(Dollars and shares in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	107,275		$	201,342
Accounts receivable, net		311,908			341,963
Inventories, net		424,653			419,188
Prepaid expenses		21,373			31,051
Income taxes receivable		17,958			—
Deferred tax assets		66,009			12,025
Assets held for sale		8,210			4,241
Total current assets		957,386			1,009,810
Property, plant and equipment, net		374,292			430,976
Goodwill		1,474,123			1,502,256
Intangibles and other assets, net		1,090,852			1,211,172
Investments in affiliates		28,105			26,594
Deferred tax assets		1,986			7,189
Total assets	$	3,926,744		$	4,187,997
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable	$	5,195		$	5,800
Current portion of long-term borrowings		103,658			137,557
Accounts payable		139,677			133,654
Accrued expenses		125,183			154,050
Payroll and benefit-related liabilities		83,129			84,251
Derivative liabilities		27,370			4,380
Accrued interest		26,888			26,060
Income taxes payable		12,613			85,805
Deferred tax liabilities		2,227			21,733
Total current liabilities		525,940			653,290
Long-term borrowings		1,437,538			1,540,902
Deferred tax liabilities		324,678			379,467
Pension and postretirement benefit liabilities		169,841			78,910
Other liabilities		182,864			164,402
Total liabilities		2,640,861			2,816,971
Minority interest in equity of consolidated subsidiaries		39,428			42,183
Commitments and contingencies (See Note 15)
Shareholders’ equity
Common shares, $1 par value Issued: 2008 — 41,995 shares; 2007 — 41,794 shares		41,995			41,794
Additional paid-in capital		268,263			252,108
Retained earnings		1,182,906			1,118,053
Accumulated other comprehensive income		(108,202	)		56,919
		1,384,962			1,468,874
Less: Treasury stock, at cost		138,507			140,031
Total shareholders’ equity		1,246,455			1,328,843
Total liabilities and shareholders’ equity	$	3,926,744		$	4,187,997

The accompanying notes are an integral part of the consolidated financial statements.

F-5

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	December 31,			December 31,			December 31,
	2008			2007			2006
	(Dollars in thousands)
Cash Flows from Operating Activities of Continuing Operations:
Net income	$	119,774		$	146,484		$	139,430
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (income) from discontinued operations		14,206			(188,852	)		(43,342	)
Depreciation expense		64,986			50,958			47,023
Amortization expense of intangible assets		46,232			20,856			10,939
Amortization expense of deferred financing costs		5,330			6,946			1,332
In-process research and development charge		—			30,000			—
Stock-based compensation		8,643			7,515			5,858
(Gain) loss on sales of businesses and assets		(296	)		1,110			732
Impairment of long-lived assets		10,399			6,912			8,444
Impairment of goodwill		—			18,896			1,003
Deferred income taxes		(29,496	)		83,154			(2,792	)
Minority interest in consolidated subsidiaries		34,828			28,949			23,211
Other		12,751			6,898			960
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable		2,849			5,399			30,619
Inventories		(20,881	)		62,449			5,014
Prepaid expenses		5,561			(455	)		(8,106	)
Accounts payable and accrued expenses		7,939			9,473			(16,111	)
Income taxes payable		(106,037	)		(13,604	)		(5,751	)
Net cash provided by operating activities from continuing operations		176,788			283,088			198,463
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		92,897			1,620,000			—
Reduction in long-term borrowings		(226,687	)		(463,391	)		(55,031	)
Payments of debt issuance and amendment costs		(656	)		(21,565	)		—
(Decrease) increase in notes payable and current borrowings		(492	)		1,321			(59,912	)
Proceeds from stock compensation plans		7,955			24,171			11,952
Payments to minority interest shareholders		(37,979	)		(21,259	)		(129	)
Purchases of treasury stock		—			—			(93,552	)
Dividends		(53,047	)		(48,929	)		(44,096	)
Net cash (used in) provided by financing activities from continuing operations		(218,009	)		1,090,348			(240,768	)
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(39,267	)		(44,734	)		(40,772	)
Payments for businesses and intangibles acquired, net of cash acquired		(6,083	)		(2,174,517	)		(37,370	)
Proceeds from sales of businesses and assets		8,464			702,314			3,644
(Investments in) proceeds from affiliates		(2,565	)		(5,554	)		2,597
Working capital payment for divested business		—			—			(6,029	)
Net cash used in investing activities from continuing operations		(39,451	)		(1,522,491	)		(77,930	)
Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities		(5,619	)		110,500			146,199
Net cash used in financing activities		—			(4,889	)		(9,337	)
Net cash used in investing activities		—			(17,104	)		(22,578	)
Net cash (used in) provided by discontinued operations		(5,619	)		88,507			114,284
Effect of exchange rate changes on cash and cash equivalents		(7,776	)		13,481			14,824
Net (decrease) increase in cash and cash equivalents		(94,067	)		(47,067	)		8,873
Cash and cash equivalents at the beginning of the year		201,342			248,409			239,536
Cash and cash equivalents at the end of the year	$	107,275		$	201,342		$	248,409
Cash interest paid	$	113,892		$	53,650		$	40,206
Income taxes paid	$	206,369		$	67,191		$	65,151

The accompanying notes are an integral part of the consolidated financial statements.

F-6

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

											Accumulated
					Additional						Other
	Common Stock				Paid in			Retained			Comprehensive			Treasury Stock									Comprehensive
	Shares		Dollars		Capital			Earnings			Income			Shares			Dollars			Total			Income
	(Dollars and shares in thousands, except per share)
Balance at December 25, 2005		41,123	$	41,123	$	204,550		$	939,335		$	6,614			766		$	(49,548	)	$	1,142,074
Net income									139,430												139,430		$	139,430
Cash dividends ($1.105 per share)									(44,096	)											(44,096	)
Financial instruments marked to market, net of tax of $753												1,234									1,234			1,234
Cumulative translation adjustment												47,468									47,468			47,468
Minimum pension liability adjustment, net of tax of $4,256												(8,117	)								(8,117	)		(8,117	)
Comprehensive income																							$	180,015
Adoption of SFAS No. 158, net of tax of $10,514												(17,164	)								(17,164	)
Shares issued under compensation plans		241		241		19,059									(38	)		2,497			21,797
Deferred compensation															(9	)		347			347
Purchases of treasury stock															1,627			(93,552	)		(93,552	)
Balance at December 31, 2006		41,364	$	41,364	$	223,609		$	1,034,669		$	30,035			2,346		$	(140,256	)	$	1,189,421
Net income									146,484												146,484		$	146,484
Cash dividends ($1.245 per share)									(48,929	)											(48,929	)
Financial instruments marked to market, net of tax of $5,011												(8,176	)								(8,176	)		(8,176	)
Cumulative translation adjustment (“CTA”)												73,199									73,199			73,199
Reclassification of CTA to gain												(50,898	)								(50,898	)		(50,898	)
Pension liability adjustment, net of tax of $1,020												12,759									12,759			12,759
Comprehensive income																							$	173,368
Shares issued under compensation plans		430		430		28,973									(6	)		221			29,624
Adoption of FIN No. 48									(14,171	)											(14,171	)
Deferred compensation						(474	)								3			4			(470	)
Balance at December 31, 2007		41,794	$	41,794	$	252,108		$	1,118,053		$	56,919			2,343		$	(140,031	)	$	1,328,843
Net income									119,774												119,774		$	119,774
Split-dollar life insurance arrangements adjustment									(1,874	)											(1,874	)		(1,874	)
Cash dividends ($1.34 per share)									(53,047	)											(53,047	)
Financial instruments marked to market, net of tax of $(12,896)												(24,406	)								(24,406	)		(24,406	)
Cumulative translation adjustment												(68,179	)								(68,179	)		(68,179	)
Pension liability adjustment, net of tax of $(36,557)												(72,536	)								(72,536	)		(72,536	)
Comprehensive income																							$	(47,221	)
Shares issued under compensation plans		201		201		16,155									(24	)		1,192			17,548
Deferred compensation															(8	)		332			332
Balance at December 31, 2008		41,995	$	41,995	$	268,263		$	1,182,906		$	(108,202	)		2,311		$	(138,507	)	$	1,246,455

The accompanying notes are an integral part of the consolidated financial statements.

F-7

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 1 — Summary of significant accounting policies

Consolidation:  The consolidated financial statements include the accounts of Teleflex Incorporated and its subsidiaries (the “Company”). Also, in accordance with FASB Interpretation (“FIN”) No. 46(R), “Consolidation of Variable Interest Entities,” the Company consolidates variable interest entities in which it bears a majority of the risk of the potential losses or gains from a majority of the expected returns. Intercompany transactions are eliminated in consolidation. Investments in affiliates over which the Company has significant influence but not a controlling equity interest are carried on the equity basis. Investments in affiliates over which the Company does not have significant influence are accounted for by the cost method. These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and include management’s estimates and assumptions that affect the recorded amounts.

Use of estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents:  All highly liquid debt instruments with an original maturity of three months or less are classified as cash equivalents. The carrying value of cash equivalents approximates their current market value.

Accounts receivable:  Accounts receivable represents amounts due from customers related to the sale of products and provision of services. An allowance for doubtful accounts is maintained and represents the Company’s estimate of probable losses on realization of the full receivable. The allowance is provided at such time that management believes reasonable doubt exists that such balances will be collected within a reasonable period of time. The allowance is based on the Company’s historical experience, the period an account is outstanding, the financial position of the customer and information provided by credit rating services. The allowance for doubtful accounts was $8.7 million and $7.0 million as of December 31, 2008 and December 31, 2007, respectively.

Inventories:  Inventories are valued at the lower of cost or market. The cost of the Company’s inventories is determined by the “first-in, first-out” method for catheter and related product inventories and by the average cost method for other inventory categories. Elements of cost in inventory include raw materials, direct labor, and manufacturing overhead. In estimating market value, the Company evaluates inventory for excess and obsolete quantities based on estimated usage and sales.

Property, plant and equipment:  Property, plant and equipment are stated at cost, net of accumulated depreciation. Costs incurred to develop internal-use computer software during the application development stage generally are capitalized. Costs of enhancements to internal-use computer software are capitalized, provided that these enhancements result in additional functionality. Other additions and those improvements which increase the capacity or lengthen the useful lives of the assets are also capitalized. With minor exceptions, straight-line composite lives for depreciation of property, plant and equipment are as follows: land improvements — 5 years; buildings — 30 years; machinery and equipment — 3 to 10 years; computer equipment and software — 3 to 5 years. Leasehold improvements are depreciated over the remaining lease periods. Repairs and maintenance costs are expensed as incurred.

Goodwill and other intangible assets:  Goodwill and other intangible assets with indefinite lives are not amortized but are tested for impairment at least annually or more frequently if events or changes in

F-8

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

circumstances indicate the carrying value may not be recoverable. Impairment losses, if any, are recorded as part of income from operations. The goodwill impairment test is applied to each of the Company’s reporting units. For purposes of this assessment, a reporting unit is the operating segment, or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. The goodwill impairment test is applied using a two-step approach. In performing the first step, the Company calculated fair values of the various reporting units using equal weighting of two methods; one which estimates the discounted cash flows (“DCF”) of each of the reporting units based on projected earnings in the future (the Income Approach) and one which is based on sales of similar assets in actual transactions (the Market Approach). If the reporting unit carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step, the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all net tangible and intangible assets of the reporting unit other than goodwill. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. For other indefinite lived intangible assets, the impairment test consists of a comparison of the fair value of the intangible assets to their carrying amounts.

The Company performs its annual impairment test of its recorded goodwill and indefinite-lived intangible assets in the fourth quarter each year unless interim indications of impairment exist. In 2008, following the process described in the preceding paragraph, certain trade names in the Commercial Segment were determined to be impaired by $0.8 million. In 2007, an impairment charge of $18.9 million was made to goodwill.

Intangible assets consisting of intellectual property, customer lists and distribution rights are being amortized over their estimated useful lives, which are as follows: intellectual property 3 to 20 years, customer lists 5 to 30 years, distribution rights 3 to 22 years. The weighted average amortization period is 15 years. Tradenames of $326 million are considered indefinite lived. The Company continually evaluates the reasonableness of the useful lives of these assets. During 2007, the company terminated certain contractual relationships that resulted in an impairment charge of $2.5 million which is included in restructuring and other impairment charges.

Long-lived assets:  The ability to realize long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover their carrying amount. Such evaluation is based on various analyses, including undiscounted cash flow and profitability projections that incorporate, as applicable, the impact on the existing business. The analyses necessarily involve significant management judgment. Any impairment loss, if indicated, is measured as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Product warranty liability:  Product warranty liability arises out of the need to repair or replace product without charge to the customer. The Company warrants such products from manufacturing defect. The Company estimates its warranty liability based on historical trends of units sold, the status of existing claims, recall programs and communication with customers.

Foreign currency translation:  Assets and liabilities of non-domestic subsidiaries denominated in local currencies are translated into U.S. dollars at the rates of exchange at the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The resultant translation adjustments are reported as a component of accumulated other comprehensive income in shareholders’ equity.

Derivative financial instruments:  The Company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in interest rates and foreign currency exchange rates. All instruments are

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

entered into for other than trading purposes. All derivatives are recognized on the balance sheet at fair value. Changes in the fair value of derivatives are recorded in earnings or other comprehensive income, based on whether the instrument is designated as part of a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income are reclassified to earnings in the period in which earnings are affected by the underlying hedged item. The ineffective portion of all hedges is recognized in current period earnings. If the hedging relationship ceases to be highly effective or it becomes probable that an expected transaction will no longer occur, gains or losses on the derivative are recorded in current period earnings.

Share-based compensation:  The Company estimates the fair value of share-based awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. Share-based compensation expense is measured using a multiple point Black-Scholes option pricing model that takes into account highly subjective and complex assumptions. The expected life of options granted is derived from the vesting period of the award, as well as historical exercise behavior, and represents the period of time that options granted are expected to be outstanding. Expected volatilities are based on a blend of historical volatility and implied volatility derived from publicly traded options to purchase the Company’s common stock, which the Company believes is more reflective of the market conditions and a better indicator of expected volatility than solely using historical volatility. The risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the option.

Share-based compensation expense for 2008, 2007 and 2006 was $8.7 million, $7.5 million and $6.8 million, respectively and is included in selling, engineering and administrative expenses. The total income tax benefit recognized for share-based compensation arrangements for 2008, 2007 and 2006 was $2.1 million, $1.5 million and $1.4 million, respectively.

As of December 31, 2008, unamortized share-based compensation cost related to non-vested stock options, net of expected forfeitures, was $4.7 million, which is expected to be recognized over a weighted-average period of 1.75 years. Unamortized share-based compensation cost related to non-vested shares (restricted stock), net of expected forfeitures, was $6.1 million, which is expected to be recognized over a weighted-average period of 2.0 years.

Share-based compensation expense recognized during a period is based on the value of the portion of stock-based awards that is ultimately expected to vest during the period less estimated forfeitures. Share-based compensation expense recognized in 2006, 2007 and 2008 included compensation expense for (1) share-based awards granted prior to, but not yet vested as of December 25, 2005, based on the fair value on the grant date estimated in accordance with the pro forma provisions of SFAS No. 123 and (2) share-based awards granted subsequent to December 25, 2005, based on the fair value on the grant date estimated in accordance with the provisions of SFAS No. 123(R). SFAS No. 123(R) requires forfeitures to be estimated at the time of grant. Management reviews and revises the estimate of forfeitures for all share-based awards on a quarterly basis based on management’s expectation of the awards that will ultimately vest to minimize fluctuations in share-based compensation expense. In 2008, the Company issued 164,818 non-vested shares (restricted stock) the majority of which vest in three years (cliff vesting).

Income taxes:  The provision for income taxes is determined using the asset and liability approach of accounting for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from

F-10

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except for subsidiaries in which earnings are deemed to be permanently re-invested.

Significant judgment is required in determining income tax provisions under SFAS No. 109 and in evaluating tax positions. We establish additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold, as defined by FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement 109” (“FIN 48”), which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, the Company and its subsidiaries are examined by various Federal, State and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. Interest accrued related to unrecognized tax benefits and income tax related penalties are both included in taxes on income from continuing operations. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a revision become known.

Pensions and other postretirement benefits:  The Company provides a range of benefits to eligible employees and retired employees, including pensions and postretirement healthcare. The Company records annual amounts relating to these plans based on calculations which include various actuarial assumptions such as discount rates, expected rates of return on plan assets, compensation increases, turnover rates and healthcare cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when appropriate. As required, the effect of the modifications is generally amortized over future periods.

Restructuring costs:  Restructuring costs, which include termination benefits, facility closure costs, contract termination costs and other restructuring costs are recorded at estimated fair value. Key assumptions in calculating the restructuring costs include the terms that may be negotiated to exit certain contractual obligations and the timing of employees leaving the company.

Revenue recognition:  The Company recognizes revenues from product sales, including sales to distributors, or services provided when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured. This generally occurs when products are shipped, when services are rendered or upon customers’ acceptance.

Revenues from product sales, net of estimated returns and other allowances based on historical experience and current trends, are recognized upon shipment of products to customers or distributors. Net revenues from services provided are recognized as the services are rendered and comprised 6.5%, 9.9% and 10.7% of net revenues in 2008, 2007 and 2006, respectively.

The Company considers the criteria presented in SFAS No. 48, “Revenue Recognition When Right of Return Exists,” in determining the appropriate revenue recognition treatment. The Company’s normal policy is to accept returns only in cases in which the product is defective and covered under the Company’s standard warranty provisions. However, in the limited cases where an arrangement provides a right of return to the customer, including a distributor, the Company believes it has the ability to reasonably estimate the amount of returns based on its substantial historical experience with respect to these arrangements. The Company accrues any costs or losses that may be expected in connection with any returns in accordance with SFAS No. 5,

F-11

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

“Accounting for Contingencies.” Revenues and materials, labor and other product costs are reduced to reflect estimated returns.

The Company applies the provisions of Emerging Issues Task Force (“EITF”) Issue No. 01-09, “Accounting for Consideration Given from a Vendor to a Customer (Including a Reseller of the Vendor’s Products),” to its customer incentive programs, which include discounts or rebates. Appropriate allowances are determined and recorded as a reduction of revenue.

Reclassifications:  Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to current year presentation including the reclassification of $41.8 million of borrowings under the revolving credit agreement from current borrowings to long-term borrowings. Certain financial information is presented on a rounded basis, which may cause minor differences.

Note 2 — New accounting standards

Split-Dollar Life Insurance Arrangements:  In March 2007, the Financial Accounting Standards Board (“FASB”) ratified the consensus reached by the Emerging Issues Task Force (“EITF”) for Issue 06-10 “Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements.” EITF 06-10 provides guidance for determining when a liability exists for the postretirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. The Company adopted the requirements of EITF 06-10 on January 1, 2008, as a change in accounting principle through a cumulative-effect adjustment that reduced retained earnings by approximately $1.9 million. The adjustment was determined by assessing the future cash flows of the premiums that were paid to date as of December 31, 2007 that the Company is entitled to recover under the split-dollar life insurance arrangements, resulting in a reduction of other assets by $1.9 million. The Company stopped making premium payments on these policies in 2003. In the fourth quarter of 2008, the Company resumed making premium payments for one of the five participants under these programs and recorded a liability of $0.3 million.

Fair Value Measurements:  In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” SFAS No. 157 establishes a common definition of fair value to be applied to US GAAP that requires the use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. Except as noted below, SFAS No. 157 became effective for fiscal years beginning after November 15, 2007.

In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, “Partial Deferral of the Effective Date of Statement 157.” FSP 157-2 delays the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted SFAS No. 157 as of January 1, 2008 with respect to financial assets and financial liabilities. As of January 1, 2009, the Company adopted the provisions of SFAS No. 157 with respect to non-financial assets and liabilities under FSP 157-2 and this adoption did not have a material impact on the Company’s financial position, results of operations and cash flows.

In October 2008, the FASB issued FSP 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active.” FSP 157-3 clarifies the application of SFAS No. 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 became effective upon issuance and did not have a material impact on the Company’s fair value of financial assets as a result of the adoption of FSP 157-3. Refer to Note 14 for additional information on fair value measurements.

F-12

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value Option:  In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115,” which permits an entity to measure certain financial assets and financial liabilities at fair value, with unrealized gains and losses reported in earnings at each subsequent measurement date. The fair value option may be elected on an instrument-by-instrument basis, as long as it is applied to the instrument in its entirety. The fair value option election is irrevocable, unless an event specified in SFAS No. 159 occurs that results in a new election date. This statement is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS No. 159 as of January 1, 2008 and has elected not to measure any additional financial instruments and other items at fair value.

Business Combinations:  In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. SFAS No. 141(R) replaces SFAS No. 141, “Business Combinations.” SFAS No. 141(R) retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS No. 141(R)’s scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration.

SFAS No. 141(R) replaces Statement 141’s cost-allocation process and requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. In addition, SFAS No. 141(R) changes the allocation and treatment of acquisition-related costs, restructuring costs that the acquirer expected but was not obligated to incur, the recognition of assets and liabilities assumed arising from contingencies and the recognition and measurement of goodwill. This statement is effective for fiscal years beginning after December 15, 2008 and is to be applied prospectively to business combinations. Accordingly, the Company will apply the provisions of SFAS No. 141(R) upon adoption on its effective date.

Noncontrolling Interests:  In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51.” SFAS No. 160 amends Accounting Research Bulletin (“ARB”) 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary, sometimes referred to as minority interest, and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 requires that a noncontrolling interest in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity, that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, that the changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently as equity transactions and that when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. This statement is effective for fiscal years beginning after December 15, 2008 and earlier adoption is prohibited. Accordingly, the Company will apply the provisions of SFAS No. 160 upon adoption on its effective date.

Disclosures about Derivative Instruments and Hedging Activities:  In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133,” which requires enhanced disclosures about derivative and hedging activities. Companies will be required to provide enhanced disclosures about (a) how and why a company uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and related

F-13

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

interpretations, and (c) how derivative instruments and related hedged items affect the company’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal and interim periods beginning after November 15, 2008. Accordingly, the Company will ensure that it meets the enhanced disclosure provisions of SFAS No. 161 upon the effective date.

Hierarchy of Generally Accepted Accounting Principles:  In May 2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles,” which has been established by the FASB as a framework for entities to identify the sources of accounting principles and for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with US GAAP. SFAS No. 162 became effective on November 15, 2008, 60 days after the Securities and Exchange Commission’s (“SEC”) approved the Public Company Accounting Oversight Board’s (“PCAOB”) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company adopted SFAS No. 162 upon the statement’s effective date.

Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities:  In June 2008, the FASB issued FSP EITF 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” which addresses whether unvested instruments granted in share-based payment transactions that contain nonforfeitable rights to dividends or dividend equivalents are participating securities subject to the two-class method of computing earnings per share under SFAS No. 128, “Earnings Per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years. The Company is currently evaluating the guidance under FSP EITF 03-6-1 but does not expect it will result in a change in the Company’s earnings per share or diluted earnings per share.

Determination of the Useful Life of Intangible Assets:  In April 2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible Assets,” which amends SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142), regarding the factors that should be considered in developing the useful lives for intangible assets with renewal or extension provisions. FSP FAS 142-3 requires an entity to consider its own historical experience in renewing or extending similar arrangements, regardless of whether those arrangements have explicit renewal or extension provisions, when determining the useful life of an intangible asset. In the absence of such experience, an entity shall consider the assumptions that market participants would use about renewal or extension, adjusted for entity-specific factors. FSP FAS 142-3 will be effective for qualifying intangible assets acquired by the Company on or after January 1, 2009. The application of FSP FAS 142-3 did not have a material impact on the Company’s results of operations, cash flows or financial position upon adoption; however, future transactions entered into by the Company will need to be evaluated under the requirements of this FSP.

Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities:  In December 2008, the FASB issued FSP 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities”. This FSP amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and amends FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, to require public entities (enterprises) to provide additional disclosures that are intended to provide greater transparency to financial statement users about a transferor’s continuing involvement with transferred financial assets and an enterprise’s involvement with variable interest entities and qualifying SPEs. FSP 140-4 and FIN 46(R)-8 is effective for the first reporting period (interim or annual) ending after December 15, 2008, accordingly the Company has adopted the disclosure requirements of FSP 140-4 and FIN 46(R)-8 beginning in its annual reporting period ending December 31, 2008. Refer to Note 15 for additional information regarding our accounts receivable securitization program.

F-14

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3 — Acquisitions

Acquisition of Arrow International, Inc.

On October 1, 2007, the Company acquired all of the outstanding capital stock of Arrow International, Inc. (“Arrow”) for approximately $2.1 billion. Arrow is a global provider of catheter-based access and therapeutic products for critical and cardiac care. The transaction was financed with cash, borrowings under a new senior secured syndicated bank loan and proceeds received through the issuance of privately placed notes. The results of operations for Arrow are included in the Company’s Medical Segment from the date of acquisition.

Under the terms of the transaction, the Company paid $45.50 per common share in cash, or $2,094.6 million in total, to acquire all of the outstanding common shares of Arrow. In addition, the Company paid $39.1 million in cash for outstanding stock options of Arrow. Pursuant to the terms of the agreement, upon the change in control of Arrow, Arrow’s outstanding stock options became fully vested and exercisable and were cancelled in exchange for the right to receive an amount for each share subject to the stock option, equal to the excess of $45.50 per share over the exercise price per share of each option. The aggregate purchase price of $2,104.0 million includes transaction costs of approximately $10.8 million.

In conjunction with the acquisition of Arrow, the Company repaid approximately $35.1 million of debt, representing substantially all of Arrow’s existing outstanding debt as of October 1, 2007.

The Company financed the all cash purchase price and related transaction costs associated with the Arrow acquisition, and the repayment of substantially all of Arrow’s outstanding debt with $1,672.0 million from borrowings under a new senior secured syndicated bank loan and proceeds received through the issuance of privately placed notes (see Note 8 “Borrowings”) and cash on hand of approximately $433.5 million.

The acquisition of Arrow was accounted for under the purchase method of accounting. As such, the cost to acquire Arrow was allocated to the respective assets and liabilities acquired based on their preliminary estimated fair values as of the closing date.

The following table summarizes the purchase price allocation of the cost to acquire Arrow based on the fair values as of October 1, 2007:

	(Dollars in
	millions)
Assets
Current assets	$	400.8
Property, plant and equipment		184.1
Intangible assets		930.4
Goodwill		1,038.3
Other assets		51.2
Total assets acquired	$	2,604.8
Less:
Current liabilities	$	121.4
Deferred tax liabilities		327.3
Other long-term liabilities		52.1
Liabilities assumed	$	500.8
Net assets acquired	$	2,104.0

The Company has finalized its allocation of the initial purchase price as of the acquisition date.

F-15

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Certain assets acquired in the Arrow merger qualify for recognition as intangible assets apart from goodwill in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”. The estimated fair value of intangible assets acquired included customer related intangibles of $497.7 million, trade names of $249.0 million and purchased technology of $153.4 million. Customer related intangibles have a useful life of 25 years and purchased technology have useful lives ranging from 7-15 years. Trade names have an indefinite useful life. A portion of the purchase price allocation, $30 million, representing in-process research and development was deemed to have no future alternative use and was charged to expense as of the date of the combination. Goodwill is not deductible for tax purposes.

The amount of the purchase price allocated to the acquired in-process research and development represents the estimated value based on risk-adjusted cash flows related to in-process projects that have not yet reached technological feasibility and have no alternative future uses as of the date of the acquisition. The primary basis for determining the technological feasibility of these projects is obtaining regulatory approval to market the underlying products. If the products are not successful or completed in a timely manner, the Company may not realize the financial benefits expected for these projects.

The value assigned to the acquired in-process technology was determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting net cash flows from the projects, and discounting the net cash flows to their present value. The revenue projections used to value the acquired in-process research and development was based on estimates of relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by us and our competitors. The resulting net cash flows from such projects were based on our estimates of cost of sales, operating expenses, and income taxes from such projects.

The rate of 14 percent utilized to discount the net cash flows to their present value was based on estimated cost of capital calculations and the implied rate of return from the Company’s acquisition model plus a risk premium. Due to the nature of the forecasts and the risks associated with the developmental projects, appropriate risk-adjusted discount rates were used for the in-process research and development projects. The discount rates are based on the stage of completion and uncertainties surrounding the successful development of the purchased in-process technology projects.

The purchased in-process technology of Arrow relates to research and development projects in the following product families: Central Venus Access Catheters (“CVC”) and Specialty Care Catheters (“Specialty Care”).

The most significant purchased set of in-process technologies relates to the CVC Product Family for which the Company has estimated a value of $25 million. The projects included in this product family’s in-process technology include the Hi-C Project, PICC Triple Lumen, Antimicrobial PICC, and certain Catheter Tip Positioning Technology.

The remaining purchased set of in-process technologies relates to the Specialty Care Product Family for which the Company has estimated a value of $5 million. The projects included in this product family’s in-process technology include the Ethanol Lock Program and Antimicrobial CHDC.

The Company continues to evaluate certain of these projects for their feasibility and alignment with the Company’s core strategic objectives.

F-16

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information for the years ended December 31, 2007 and 2006 gives effect to the Arrow merger as if it was completed at the beginning of each of the respective periods:

	2007			2006
	(Dollars in thousands, except per share amounts)
Net revenue	$	2,323.3		$	2,181.6
Income from continuing operations	$	(84.6	)	$	(5.4	)
Net income	$	104.2		$	37.9
Basic earnings per common share:
Income from continuing operations	$	(2.16	)	$	(0.14	)
Net income	$	2.65		$	0.95
Diluted earnings per common share:
Income from continuing operations	$	(2.16	)	$	(0.14	)
Net income	$	2.65		$	0.95
Weighted average common shares outstanding:
Basic		39,259			39,760
Diluted		39,259			39,760

The unaudited pro forma combined financial information presented above includes special charges in both periods for the $35.8 million inventory step-up, the $30.0 million in-process research and development write-off that was charged to expense as of the date of the combination and the $1.0 million financing costs paid to third parties for the amended notes. In addition, the 2007 pro forma combined financial information includes a discrete income tax charge of approximately $91.8 million in connection with funding the acquisition of Arrow related to the Company’s repatriation of cash from foreign subsidiaries. See Note 12 — Income taxes for more information concerning the repatriation of cash.

Integration of Arrow

In connection with the acquisition of Arrow, the Company formulated a plan related to the future integration of Arrow and the Company’s Medical businesses. The integration plan focuses on the closure of Arrow corporate functions and the consolidation of manufacturing, sales, marketing, and distribution functions in North America, Europe and Asia. The Company finalized its estimate of the costs to implement the plan in the fourth quarter of 2008, which resulted in a net $8.5 million reduction of the costs to implement the plan that was charged to goodwill and changed the allocation of the purchase price. The reduction in the reserve principally resulted from the Company’s ability to re-negotiate certain foreign distribution agreements that were originally deemed to be contract termination costs, fewer people taking relocation packages than was originally estimated, lower employee and lease termination costs and an overall finalization of the plan for amounts different than originally estimated. In some instances, the Company changed the focus of the original plan from an Arrow facility to a Teleflex facility which resulted in an increase in future estimated restructuring expenses (see Note 4 “Restructuring”).

The Company recognized an aggregate amount of $31.6 million as a liability assumed in the acquisition of Arrow, and included in the allocation of the purchase price, for the estimated costs to carry out the integration plan. Of this amount, $18.4 million related to employee termination costs, $4.3 million related to facility

F-17

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

closures and $8.9 million related to termination of certain distribution agreements, and other actions. Set forth below is the activity in the integration cost accrual from October 2007 (date of acquisition) through December 31, 2008:

	Involuntary Employee			Facility			Contract			Other
	Termination Benefits			Closure Costs			Termination Costs			Integration Costs			Total
	(Dollars in millions)
Balance at acquisition	$	18.4		$	3.6		$	9.6		$	—		$	31.6
Cash payments		(3.6	)		—			—			—			(3.6	)
Balance at December 31, 2007		14.8			3.6			9.6			—			28.0
Cash payments		(6.6	)		(1.1	)		(1.7	)		(0.3	)		(9.7	)
Adjustments to reserve		(4.2	)		(1.9	)		(3.4	)		1.0			(8.5	)
Foreign currency translation		0.3			0.2			0.3			—			0.8
Balance at December 31, 2008	$	4.3		$	0.8		$	4.8		$	0.7		$	10.6

It is anticipated that a majority of these costs will be paid in 2009; however, some portions of the contract termination costs for leased facilities may extend to 2013.

In conjunction with the plan for the integration of Arrow and the Company’s Medical businesses, the Company expects to take actions that affect employees and facilities of Teleflex. This aspect of the integration plan is explained in Note 4 “Restructuring” and such costs incurred will be charged to earnings and included in “restructuring and other impairment costs” within the consolidated statement of income.

Acquisition of Nordisk Aviation Products

In November 2007, the company acquired Nordisk Aviation Products a.s. (Nordisk), a world leader in developing, supplying and servicing containers and pallets for air cargo, for approximately $32 million. The results of Nordisk are included in the Company’s Aerospace Segment. Revenues in 2007 were $11 million.

Acquisition of Specialized Medical Devices, Inc.

In April 2007, the Company acquired the assets of HDJ Company, Inc. (“HDJ”) and its wholly owned subsidiary, Specialized Medical Devices, Inc. (“SMD”), a provider of engineering and manufacturing services to medical device manufacturers, for approximately $25.0 million. The results for HDJ are included in the Company’s Medical Segment. Revenues in 2007 were $12 million.

Acquisition of Southern Wire Corporation.

In April 2007, the Company acquired substantially all of the assets of Southern Wire Corporation (“Southern Wire”), a wholesale distributor of wire rope cables and related hardware, for approximately $20.6 million. The results for Southern Wire are included in the Company’s Commercial Segment. Revenues in 2007 were $22 million.

F-18

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 4 — Restructuring

The amounts recognized in restructuring and other impairment charges for 2008, 2007 and 2006 consisted of the following:

	2008		2007		2006
	(Dollars in thousands)
2008 Commercial Segment program	$	1,930	$	—	$	—
2007 Arrow integration program		21,145		916		—
2006 restructuring program		901		3,437		2,951
Aerospace Segment restructuring activity		—		—		609
2004 restructuring and divestiture program		—		675		10,382
Aggregate impairment charges — investments and certain fixed assets		3,725		6,324		7,378
Restructuring and other impairment charges	$	27,701	$	11,352	$	21,320

2008 Commercial Segment Program

In December 2008, the Company began certain restructuring initiatives with respect to the Company’s Commercial Segment. These initiatives involve the consolidation of operations and a related reduction in workforce at certain of the Company’s facilities in North America and Europe. The Company has determined to undertake these initiatives as a means to address an expected continuation of weakness in the marine and industrial markets.

For 2008, the charges associated with the Commercial Segment restructuring program that were included in restructuring and other impairment charges during the fourth quarter of 2008 are as follows:

	2008
	Commercial
	(Dollars in
	thousands)
Termination benefits	$	444
Asset impairments		1,486
	$	1,930

As of December 31, 2008, $0.4 million of the termination benefits remained in accrued restructuring expenses.

As of December 31, 2008, the Company expects to incur the following restructuring expenses associated with the 2008 Commercial Segment restructuring program over the next twelve months:

	(Dollars in
	millions)
Termination benefits	$	2.8 — 3.1
Facility closure costs		0.2 — 1.0
Contract termination costs		0.3 — 0.4
	$	3.3 — 4.5

2007 Arrow Integration Program

In connection with the acquisition of Arrow, the Company formulated a plan related to the integration of Arrow and the Company’s Medical businesses. The integration plan focuses on the closure of Arrow corporate functions and the consolidation of manufacturing, sales, marketing, and distribution functions in

F-19

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

North America, Europe and Asia. This aspect of the integration plan is explained in Note 3 “Acquisitions” under Integration of Arrow. In as much as the actions affect employees and facilities of Arrow, the resultant costs have been included in the allocation of the purchase price of Arrow.

Costs related to actions that affect employees and facilities of Teleflex are charged to earnings and included in “restructuring and impairment costs” within the consolidated statement of operations. The charges associated with the employees and facilities of Teleflex that were included in restructuring and other impairment charges during 2008 are as follows:

	Medical
	2008		2007
	(Dollars in thousands)
Termination benefits	$	13,502	$	916
Facility closure costs		870		—
Contract termination costs		1,092		—
Asset impairments		5,188		—
Other restructuring costs		493		—
	$	21,145	$	916

At December 31, 2008, the accrued liability associated with the 2007 Arrow integration program consisted of the following:

	Balance at										Balance at
	December 31,		Subsequent								December 31,
	2007		Accruals		Payments			Translation			2008
	(Dollars in thousands)
Termination benefits	$	606	$	13,502	$	(6,001	)	$	(292	)	$	7,815
Facility closure costs		—		870		(229	)		(40	)		601
Contract termination costs		—		1,092		(1,092	)		—			—
Other restructuring costs		—		493		(318	)		(16	)		159
	$	606	$	15,957	$	(7,640	)	$	(348	)	$	8,575

As of December 31, 2008, the Company expects to incur the following restructuring expenses associated with the 2007 Arrow integration program in its Medical Segment over the next two years:

	(Dollars in
	millions)
Termination benefits	$	7.5  —  8.5
Facility closure costs		1.2  —  1.7
Contract termination costs		9.2 — 10.5
Other restructuring costs		0.1  — 0.3
	$	18.0 — 21.0

2006 Restructuring Program

In June 2006, the Company began certain restructuring initiatives that affected all three of the Company’s reporting segments. These initiatives involved the consolidation of operations and a related reduction in workforce at several of the Company’s facilities in Europe and North America. The Company has determined to

F-20

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

undertake these initiatives as a means to improving operating performance and to better leverage the Company’s existing resources.

For 2008 and 2007, the charges associated with the 2006 restructuring program by segment that were included in restructuring and other impairment charges are as follows:

	2008
	Medical
	(Dollars in
	thousands)
Termination benefits	$	589
Contract termination costs		312
	$	901

	2007
	Medical		Aerospace		Commercial			Total
	(Dollars in thousands)
Termination benefits	$	1,354	$	329	$	81		$	1,764
Contract termination costs		408		377		(42	)		743
Asset impairments		—		592		—			592
Other restructuring costs		46		35		257			338
	$	1,808	$	1,333	$	296		$	3,437

Termination benefits are comprised of severance-related payments for all employees terminated in connection with the 2006 restructuring program. Contract termination costs relate primarily to the termination of leases in conjunction with the consolidation of facilities in the Company’s Commercial Segment. Other restructuring costs include expenses primarily related to the consolidation of operations and the reorganization of administrative functions. As of December 31, 2008 the Company does not expect to incur additional restructuring expenses associated with the 2006 restructuring program.

At December 31, 2008, the accrued liability associated with the 2006 restructuring program consisted of the following, with the component for termination benefits due within twelve months and the component for contract termination costs associated with leased facilities extending to 2011:

	Balance at							Balance at
	December 31,		Subsequent					December 31,
	2007		Accruals		Payments			2008
	(Dollars in thousands)
Termination benefits	$	1,217	$	589	$	(1,668	)	$	138
Contract termination costs		561		312		(387	)		486
	$	1,778	$	901	$	(2,055	)	$	624

F-21

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Balance at										Balance at
	December 31,		Subsequent								December 31,
	2006		Accruals		Payments			Dispositions			2007
	(Dollars in thousands)
Termination benefits	$	3,406	$	1,764	$	(2,036	)	$	(1,917	)	$	1,217
Contract termination costs		95		743		(274	)		(3	)		561
Other restructuring costs		4		338		(338	)		(4	)		—
	$	3,505	$	2,845	$	(2,648	)	$	(1,924	)	$	1,778

2004 Restructuring and Divestiture Program

During the fourth quarter of 2004, the Company announced and commenced implementation of a restructuring and divestiture program designed to improve future operating performance and position the Company for future earnings growth. The actions have included exiting or divesting of non-core or low performing businesses, consolidating manufacturing operations and reorganizing administrative functions to enable businesses to share services.

For 2007 and 2006, the charges, including changes in estimates, associated with the 2004 restructuring and divestiture program by segment that are included in restructuring and impairment charges were as follows:

	2007			2006
	Medical
	(Dollars in thousands)
Termination benefits	$	(37	)	$	(706	)
Contract termination costs		—			2,122
Asset impairments		—			927
Other restructuring costs		712			8,039
	$	675		$	10,382

Termination benefits are comprised of severance-related payments for all employees terminated in connection with the 2004 restructuring and divestiture program. Contract termination costs relate primarily to the termination of leases in conjunction with the consolidation of facilities in the Company’s Medical Segment. Asset impairments relate primarily to machinery and equipment associated with the consolidation of manufacturing facilities. Other restructuring costs include expenses primarily related to the consolidation of manufacturing operations and the reorganization of administrative functions.

As of December 31, 2008, the Company does not expect to incur additional restructuring expenses associated with the 2004 restructuring and divestiture program. The accrued liability at December 31, 2008 and December 31, 2007 was nominal.

Impairment Charges

During the fourth quarter of 2008, the following events took place:

    •   Charges of $2.7 million were recorded in the fourth quarter of 2008 related to five of our minority held investments due to deteriorating economic conditions.

    •   The Company recorded a $0.8 million impairment of an intangible asset in the Commercial Segment that was identified during the annual impairment testing process.

F-22

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

    •   An asset classified as held for sale was determined to be impaired and a $0.2 million impairment charge was recognized.

    •   Restructuring charges includes asset impairment charges of $1.5 million in the Commercial Segment for facilities that are involved in the new restructuring program and $5.2 million in the Medical Segment related to facilities that were reclassified to held for sale as of the fourth quarter of 2008.

During the fourth quarter of 2007, the following events took place:

    •   The majority investors in two of the Company’s minority held investments notified the Company of plans to sell these companies at amounts that are below the Company’s carrying value. Accordingly, the Company recorded an other than temporary decline in value of $2.3 million related to these investments.

    •   The Company signed a letter of intent to sell its ownership interest in one of its variable interest entities at a selling price that is below the Company’s carrying value. Accordingly, the Company recorded an impairment charge of $3.8 million, of which $2.5 million related to the impairment of goodwill.

    •   The Company terminated certain contractual relationships in the Commercial Segment. As a result, intangible assets, were determined to be impaired, resulting in a $2.5 million impairment charge.

    •   An asset reclassified to held for sale was determined to be impaired and a $0.3 million impairment charge was recognized.

During 2006, the Company determined there was an other than temporary decline in value in three minority held investments and certain fixed assets were impaired. Accordingly, the Company recorded an aggregate charge of $7.4 million, which is included in restructuring and other impairment charges.

Note 5 — Inventories

Inventories at year end consisted of the following:

	2008			2007
	(Dollars in thousands)
Raw materials	$	185,270			$	179,560
Work-in-process		55,618				61,912
Finished goods		221,281				213,631
		462,169				455,103
Less: Inventory reserve		(37,516	)			(35,915	)
Inventories	$	424,653			$	419,188

F-23

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6 — Property, plant and equipment

The major classes of property, plant and equipment, at cost, at year end are as follows:

	2008			2007
	(Dollars in thousands)
Land, buildings and leasehold improvements	$	246,960			$	260,936
Machinery and equipment		414,898				392,872
Computer equipment and software		79,770				76,076
Construction in progress		18,400				54,447
		760,028				784,331
Less: Accumulated depreciation		(385,736	)			(353,355	)
Property, plant and equipment, net	$	374,292			$	430,976

Note 7 — Goodwill and other intangible assets

Changes in the carrying amount of goodwill, by reporting segment, for 2008 are as follows:

	Medical			Aerospace		Commercial			Total
	(Dollars in thousands)
Goodwill at December 31, 2007	$	1,452,894		$	6,317	$	43,045		$	1,502,256
Adjustments(1)		(3,522	)		—		—			(3,522	)
Translation adjustment		(20,693	)		—		(3,918	)		(24,611	)
Goodwill at December 31, 2008	$	1,428,679			6,317		39,127			1,474,123

(1) Goodwill adjustments relate primarily to the finalization of the purchase price allocation for the Arrow acquisition.

Intangible assets at year end consisted of the following:

	Gross Carrying Amount				Accumulated Amortization
	2008		2007		2008		2007
	(Dollars in thousands)
Customer lists	$	553,786	$	568,701	$	48,311	$	23,643
Intellectual property		221,549		229,325		53,437		39,100
Distribution rights		26,833		28,139		16,422		16,437
Trade names		333,495		338,834		875		311
	$	1,135,663	$	1,164,999	$	119,045	$	79,491

Amortization expense related to intangible assets was $46.2 million, $20.9 million, and $10.9 million for 2008, 2007 and 2006, respectively. Estimated annual amortization expense for each of the five succeeding years is as follows:

	(Dollars in thousands)
2009	$	45,700
2010		45,600
2011		45,200
2012		45,100
2013		42,900

F-24

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 8 — Borrowings

The components of long-term debt are as follows:

	2008			2007
	(Dollars in thousands)
Senior Credit Facility:
Term loan facility, at an average rate of 4.2%, due 10/1/2012	$	919,620		$	1,035,200
2007 Notes:
7.62% Series A Senior Notes, due 10/1/2012		130,000			130,000
7.94% Series B Senior Notes, due 10/1/2014		40,000			40,000
Floating Rate Series C Senior Notes, due 10/1/2012		26,600			26,600
2004 Notes:
7.66% Series 2004-1 Tranche A Senior Notes due 7/8/2011		145,000			145,000
8.14% Series 2004-1 Tranche B Senior Notes due 7/8/2014		96,500			96,500
8.46% Series 2004-1 Tranche C Senior Notes due 7/8/2016		90,100			90,100
2002 Notes:
7.82% Senior Notes due 10/25/2012		50,000			50,000
Term loan note, non-U.S. dollar denominated, at a rate of 5.8%		—			16,944
Revolving credit at an average interest rate of 3.03%, due 2012		36,779			41,772
Other debt and mortgage notes, at interest rates ranging from 1% to 8%		6,597			6,343
		1,541,196			1,678,459
Current portion of borrowings		(103,658	)		(137,557	)
	$	1,437,538		$	1,540,902

The Company incurred the following financing costs in 2007:

	Total
	(Dollars in
	thousands)
Senior Credit Facility:
Term loan facility	$	14,540
Revolving credit facility		3,707
Senior Notes:
7.62% Series A Senior Notes		803
7.94% Series B Senior Notes		247
Floating Rate Series C Senior Notes		185
Amended Notes — paid to creditor		1,083
Deferred Financing Costs	$	20,565

On October 1, 2007, the Company acquired all of the outstanding capital stock of Arrow for approximately $2.1 billion. The transaction was financed with cash, borrowings under a new senior secured syndicated bank loan and proceeds received through the issuance of privately placed notes.

In connection with the acquisition, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, the guarantors party thereto, the lenders party thereto and each other party thereto, (the “Senior Credit Facility”). The Senior Credit Facility provides for a five-year term loan facility of $1.4 billion and a five-year revolving line of credit facility of

F-25

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$400 million, both of which carried initial interest rates of LIBOR plus a spread of 150 basis points. The spread is subject to adjustment based upon the Company’s leverage ratio. At December 31, 2008, the spread over LIBOR was 125 basis points. The Company also executed an interest rate swap for $600 million of the term loan from a floating 3 month U.S. dollar LIBOR rate to a fixed rate of 4.75%. The swap amortizes down to a notional value of $350 million at maturity in 2012. The obligations under the Senior Credit Facility are obligations of the Company and substantially all of its material wholly-owned domestic subsidiaries of the Company and are secured by a pledge of shares of certain of the Company’s domestic and foreign subsidiaries.

In addition, the Company (i) entered into a Note Purchase Agreement, dated as of October 1, 2007, among Teleflex Incorporated and the several purchasers party thereto (the “Note Purchase Agreement”) and issued $200 million in new senior secured notes pursuant thereto (the “2007 notes”), (ii) amended the terms of the note purchase agreement dated July 8, 2004 and the notes issued pursuant thereto (the “2004 Notes”) and the note purchase agreement dated October 25, 2002 and the notes issued pursuant thereto (the “2002 Notes” and, together with the 2004 Notes, the “amended notes”) and (iii) repaid $10.5 million of notes issued pursuant to the note agreements dated November 1, 1992 and December 15, 1993 (the “retired notes”).

The 2007 notes and the amended notes, referred to collectively as the “senior notes”, rank pari passu in right of repayment with the Company’s obligations under the Senior Credit Facility (the “primary bank obligations”) and are secured and guaranteed in the same manner as the primary bank obligations. In connection with the foregoing, the holders of the senior notes have entered into a Collateral Agency and Intercreditor Agreement with the Company, pursuant to which JPMorgan Chase has been appointed as collateral agent with respect to the collateral pledged by the Company under the Senior Credit Facility and the senior note agreements. The senior notes have mandatory prepayment requirements upon the sale of certain assets and may be accelerated upon certain events of default, in each case, on the same basis as the primary bank obligations.

The interest rates payable on the amended notes were also modified in connection with the foregoing transactions. Effective October 1, 2007, (a) the 2004 Notes will bear interest on the outstanding principal amount at the following rates: (i) 7.66% in respect of the Series 2004-1 Tranche A Senior Notes due 2011; (ii) 8.14% in respect of the Series 2004-1 Tranche B Senior Notes due 2014; and (iii) 8.46% in respect of the Series 2004-1 Tranche C Senior Notes due 2016; and (b) the 2002 Notes will bear interest on the outstanding principal amount at the rate of 7.82% per annum. Interest rates on the amended notes are subject to reduction based on positive performance by the Company relative to certain financial ratios.

The Senior Credit Facility and the agreements with the holders of the senior notes contain covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur debt, create liens, consolidate, merge or dispose of certain assets, make certain investments, engage in acquisitions, pay dividends on, repurchase or make distributions in respect of capital stock and enter into swap agreements. Under the most restrictive of these provisions, on an annual basis $99 million of retained earnings was available for cash dividends and stock repurchases The Senior Credit Facility and the senior note agreements also require the Company to maintain certain consolidated leverage and interest coverage ratios. Currently, the Company is required to maintain a consolidated leverage ratio (defined in the Senior Credit Facility as “Consolidated Leverage Ratio”) of not more than 4.0 to 1 and an interest coverage ratio (defined in the Senior Credit Facility as “Consolidated Interest Coverage Ratio”) of not less than 3.5 to 1. As of December 31, 2008, the Company was in compliance with the terms of the Senior Credit Facility and the senior notes.

At December 31, 2008, the Company borrowed $36.8 million under its revolving line of credit. The Company has approximately $356 million available in committed financing through the Senior Credit Facility.

F-26

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The carrying amount reported in the consolidated balance sheet as of December 31, 2008 for long-term debt is $1,541.2 million. Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality, and risk profile, the Company has determined the fair value of its debt to be $1,442.4 million at December 31, 2008. The Company’s implied credit rating is a factor in determining the market interest yield curve.

Notes payable at December 31, 2008 consists of demand loans due to banks of $5.2 million borrowed at an average interest rate of 7.21%.

The aggregate amounts of notes payable and long-term debt maturing are as follows:

	(Dollars in
	thousands)
2009	$	108,853
2010		102,258
2011		247,221
2012		856,459
2013 and thereafter		231,600

Note 9 — Financial instruments

The Company uses forward rate contracts to manage currency transaction exposure and interest rate swaps for exposure to interest rate changes. These cash flow hedges are recorded on the balance sheet at fair market value and subsequent changes in value are recognized in the statement of income or as part of comprehensive income net of tax. The fair value of the interest rate swap contract is developed from market-based inputs under the income approach using cash flows discounted at relevant market interest rates. The fair value of the foreign currency forward exchange contracts represents the amount required to enter into offsetting contracts with similar remaining maturities based on quoted market prices. Approximately $16.0 million of the amount in accumulated other comprehensive income at December 31, 2008 would be reclassified as expense to the statement of income during 2009 should foreign currency exchange rates and interest rates remain at December 31, 2008 levels.

The following table provides financial instruments activity included as part of accumulated other comprehensive income, net of tax:

	2008			2007
	(Dollars in thousands)
Amount at beginning of year	$	(8,925	)	$	(749	)
Additions and revaluations		(29,907	)		(3,325	)
Clearance of hedge results to income		5,856			(4,851	)
Tax rate adjustment		(355	)		—
Amount at end of year	$	(33,331	)	$	(8,925	)

During 2008, revaluations of our interest rate swap resulted in a $23.4 million decrease to other comprehensive income. The decrease is due to a reduction in the benchmark interest rate — 3 month USD Libor. Additions and revaluations of our forward rate contracts contributed approximately $6.5 million to the decrease in other comprehensive income.

Note 10 — Shareholders’ equity

The authorized capital of the Company is comprised of 200 million common shares, $1 par value, and 500,000 preference shares. No preference shares have been outstanding during the last three years.

F-27

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On July 25, 2005, the Company’s Board of Directors authorized the repurchase of up to $140 million of outstanding Company common stock over twelve months ended July 2006. In June 2006, the Company’s Board of Directors extended for an additional six months, until January 2007, its authorization for the repurchase of shares. Under the approved plan, the Company repurchased a total of 2,317 thousand shares on the open market during 2005 and 2006 for an aggregate purchase price of $140.0 million, and aggregate fees and commissions of $0.1 million.

On June 14, 2007, the Company’s Board of Directors authorized the repurchase of up to $300 million of outstanding Company common stock. Repurchases of Company stock under the Board authorization may be made from time to time in the open market and may include privately-negotiated transactions as market conditions warrant and subject to regulatory considerations. The stock repurchase program has no expiration date and the Company’s ability to execute on the program will depend on, among other factors, cash requirements for acquisitions, cash generation from operations, debt repayment obligations, market conditions and regulatory requirements. In addition, under the senior loan agreements entered into October 1, 2007, the Company is subject to certain restrictions relating to its ability to repurchase shares in the event the Company’s consolidated leverage ratio exceeds certain levels, which may further limit the Company’s ability to repurchase shares under this Board authorization. Through December 31, 2008, no shares have been purchased under this Board authorization.

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased for dilutive securities. The difference between basic and diluted weighted average common shares results from the assumption that dilutive stock options were exercised. A reconciliation of basic to diluted weighted average shares outstanding is as follows:

	2008		2007		2006
	(Shares in thousands)
Basic shares		39,584		39,259		39,760
Dilutive shares assumed issued		248		—		228
Diluted shares		39,832		39,259		39,988

Weighted average stock options of 1,022 thousand, 1,780 thousand and 406 thousand were antidilutive and therefore not included in the calculation of earnings per share for 2008, 2007 and 2006, respectively.

Accumulated other comprehensive income at year end consisted of the following:

	2008			2007
	(Dollars in thousands)
Financial instruments marked to market, net of tax	$	(33,331	)	$	(8,925	)
Cumulative translation adjustment		27,779			95,958
Defined benefit pension and postretirement plans, net of tax		(102,650	)		(30,114	)
Accumulated other comprehensive income	$	(108,202	)	$	56,919

Note 11 — Stock compensation plans

The Company has two stock-based compensation plans under which equity-based awards may be made. The Company’s 2000 Stock Compensation Plan (the “2000 plan”) provides for the granting of incentive and non-qualified stock options and restricted stock units to directors, officers and key employees. Under the 2000 plan, the Company is authorized to issue up to 4 million shares of common stock, but no more than 800,000 of those shares may be issued as restricted stock. Options granted under the 2000 plan have an exercise price

F-28

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

equal to the average of the high and low sales prices of the Company’s common stock on the date of the grant, rounded to the nearest $0.25. Generally, options granted under the 2000 plan are exercisable three to five years after the date of the grant and expire no more than ten years after the grant. Outstanding restricted stock units generally vest in one to three years. In 2008, the Company granted incentive and non-qualified options to purchase 394,381 shares of common stock and granted restricted stock units representing 164,818 shares of common stock under the 2000 plan. As of December 31, 2008, 363,998 shares were available for future grant under the 2000 plan.

The Company’s 2008 Stock Incentive Plan (the “2008 plan”) provides for the granting of various types of equity-based awards to directors, officers and key employees. These awards include incentive and non-qualified stock options, stock appreciation rights, stock awards and other stock-based awards. Under the 2008 plan, the Company is authorized to issue up to 2.5 million shares of common stock, but grants of awards other than stock options and stock appreciation rights may not exceed 875,000 shares. Options granted under the 2008 plan will have an exercise price equal to the closing price of the Company’s common stock on the date of grant. The 2008 plan was approved by the Company’s stockholders on May 1, 2008 at the Company’s annual meeting of stockholders. In 2008, no awards were granted under the 2008 plan.

The Company estimates the fair value of stock-based awards on the date of grant using an option pricing model. Stock-based compensation expense recognized during a period is based on the value of the portion of stock-based awards that is ultimately expected to vest during the period. Stock-based compensation expense recognized in 2006, 2007 and 2008 included compensation expense for (1) stock-based awards granted prior to, but not yet vested as of December 25, 2005, based on the fair value on the grant date estimated in accordance with the pro forma provisions of SFAS No. 123 and (2) compensation expense for the stock-based awards granted subsequent to December 25, 2005, based on the fair value on the grant date estimated in accordance with the provisions of SFAS No. 123(R). As stock-based compensation expense recognized for fiscal 2006, 2007 and 2008 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Management reviews and revises the estimate of forfeitures for all graded (annual vesting tranches) share-based awards on a quarterly basis based on management’s expectation of the awards that will ultimately vest to minimize fluctuations in share-based compensation expense. In 2008, the Company issued 164,818 non-vested shares (restricted stock) the majority of which vest in three years (cliff vesting).

Stock-based compensation expense is measured using a multiple point Black-Scholes option pricing model that takes into account highly subjective and complex assumptions. The expected life of options granted is derived from the vesting period of the award, as well as historical exercise behavior, and represents the period of time that options granted are expected to be outstanding. Expected volatilities are based on a blend of historical volatility and implied volatility derived from publicly traded options to purchase the Company’s common stock, which the Company believes is more reflective of the market conditions and a better indicator of expected volatility than solely using historical volatility. The risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the option.

F-29

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value for options granted in 2008, 2007 and 2006 was estimated at the date of grant using a multiple point Black-Scholes option pricing model. The following weighted-average assumptions were used:

	2008			2007			2006
Risk-free interest rate		3.18	%		4.67	%		4.44	%
Expected life of option		4.54 yrs.			4.53 yrs.			4.46 yrs.
Expected dividend yield		2.03	%		1.74	%		1.57	%
Expected volatility		26.32	%		23.92	%		23.36	%

The fair value for non-vested shares is estimated at the date of grant based on the market rate on the grant date discounted for the risk free interest rate and the present value of expected dividends over the vesting period.

The Company applied FASB Staff Position (“FSP”) No. FAS 123(R)-3, “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards,” that allows for a simplified method to establish the beginning balance of the additional paid-in capital pool (“APIC Pool”) related to the tax effects of employee stock-based compensation and to determine the subsequent impact on the APIC Pool and consolidated statements of cash flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123(R).

The following table summarizes the option activity as of December 31, 2008 and changes during the year then ended:

						Weighted
				Weighted		Average
	Shares			Average		Remaining		Aggregate
	Subject to			Exercise		Contractual		Intrinsic
	Options			Price		Life In Years		Value
								(Dollars in thousands)
Outstanding, beginning of the year		1,780,274		$	54.76
Granted		394,381			56.57
Exercised		(206,705	)		43.36
Forfeited or expired		(129,642	)		58.25
Outstanding, end of the year		1,838,308		$	56.18		6.6	$	3,209
Exercisable, end of the year		1,177,883		$	53.44		5.6	$	3,209

The weighted average grant-date fair value was $12.12, $15.48 and $14.24 for options granted during 2008, 2007 and 2006, respectively. The total intrinsic value of options exercised was $2.5 million, $11.2 million and $4.5 million during 2008, 2007 and 2006, respectively.

The Company recorded $4.6 million of expense related to the portion of these shares that vested during 2008, which is included in selling, engineering and administrative expenses.

F-30

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the non-vested (restricted stock) activity as of December 31, 2008 and changes during the year then ended:

						Weighted
				Weighted		Average
	Number of			Average		Remaining		Aggregate
	Non-Vested			Grant Date		Contractual		Intrinsic
	Shares			Fair Value		Life In Years		Value
								(Dollars in thousands)
Outstanding, beginning of the year		61,209		$	68.82
Granted		164,818			56.83
Vested		(27,694	)		64.34
Forfeited		(18,547	)		61.20
Outstanding, end of the year		179,786		$	59.31		1.9	$	9,007

The weighted average grant-date fair value was $56.83, $68.82 and $67.18 for non-vested (restricted stock) granted during 2008, 2007 and 2006, respectively.

The Company recorded $4.1 million of expense related to the portion of these shares that vested during 2008, which is included in selling, engineering and administrative expenses.

Note 12 — Income taxes

The following table summarizes the components of the provision for income taxes from continuing operations:

	2008			2007			2006
	(Dollars in thousands)
Current:
Federal	$	55,979		$	(5,943	)	$	(24,424	)
State		3,120			2,531			278
Foreign		52,660			40,725			37,881
Deferred:
Federal		(52,273	)		94,858			31,098
State		(507	)		18			27
Foreign		(6,810	)		(9,422	)		(11,941	)
	$	52,169		$	122,767		$	32,919

Taxes on income from continuing operations in 2008 were $52.2 million. In 2008, the Company repatriated foreign earnings upon which income taxes had been provided under APB 23 in 2007. The taxes were provided as a deferred tax liability in 2007 and became current in 2008 when the earnings were repatriated.

In 2007, the Company repatriated approximately $197 million of cash from foreign subsidiaries which had previously been deemed to be permanently reinvested in the respective foreign jurisdictions and changed its position with respect to certain previously untaxed foreign earnings to treat these earnings as no longer permanently reinvested. The change in the permanently reinvested treatment of the previously untaxed foreign earnings allows for future cash repatriations to be used to service debt. As a result of the change in its permanently reinvested position, the Company recorded a tax charge of approximately $91.8 million.

In 2007, the Company also completed the sale of two significant business units: 1) the precision-machined components business in the Aerospace segment, and 2) the automotive and industrial driver controls, motion systems and fluid handling systems business in the Commercial segment. These business units had income

F-31

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

before taxes for 2007 of $50.5 million, which has been reported as part of discontinued operations, along with the related taxes on income of $15.5 million. The Company recorded gains on the sale of these business units of $299.5 million, along with the related taxes on the gain of $145.6 million. The gain and related taxes have also been reported as part of discontinued operations.

At December 31, 2008, the cumulative unremitted earnings of other subsidiaries outside the United States, considered permanently reinvested, for which no income or withholding taxes have been provided, approximated $587.5 million. Such earnings are expected to be reinvested indefinitely and, as a result, no deferred tax liability has been recognized with regard to the remittance of such earnings. It is not practicable to estimate the income tax liability that might be incurred if such earnings were remitted to the United States.

The following table summarizes the U.S. and non-U.S. components of income from continuing operations before taxes and minority interest:

	2008		2007			2006
	(Dollars in thousands)
United States	$	19,121	$	(57,130	)	$	24,270
Other		201,856		166,478			127,948
	$	220,977	$	109,348		$	152,218

Reconciliations between the statutory federal income tax rate and the effective income tax rate are as follows:

	2008			2007			2006
Federal statutory rate		35.00	%		35.00	%		35.00	%
Taxes foreign earnings		(9.44	)%		(27.69	)%		(14.68	)%
Goodwill impairment		—			7.34	%		—
State taxes net of federal benefit		(1.57	)%		(1.33	)%		1.08	%
Change in permanent reinvestment position		—			84.40	%		4.05	%
Uncertain tax contingencies		3.27	%		4.48	%		1.10	%
In process research and development charge		—			9.60	%		—
Valuation allowance		2.35	%		4.53	%		1.78	%
Canadian financing benefit		(3.01	)%		(6.01	)%		(9.94	)%
Other, net		(3.00	)%		1.95	%		3.25	%
		23.60	%		112.27	%		21.64	%

F-32

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Significant components of the deferred tax assets and liabilities at year end were as follows:

	2008			2007
	(Dollars in thousands)
Deferred tax assets:
Tax loss carryforwards	$	62,697		$	92,728
Accrued employee benefits		14,745			17,365
Tax credit carryforwards		17,495			12,555
Pension		63,166			14,061
Inventories		3,035			785
Bad debts		3,646			2,804
Reserves and accruals		13,576			31,280
Other		41,544			16,746
Less: valuation allowance		(57,881	)		(68,526	)
Total deferred tax assets		162,023			119,798
Deferred tax liabilities:
Fixed assets		45,965			48,587
Intangibles — stock acquisitions		329,436			344,317
Foreign exchange		138			(4,970	)
Accrued expenses		—			6,356
Unremitted foreign earnings		45,395			107,495
Total deferred tax liabilities		420,934			501,785
Net deferred tax asset (liability)	$	(258,911	)	$	(381,987	)

Under the tax laws of various jurisdictions in which the Company operates, deductions or credits that cannot be fully utilized for tax purposes during the current year may be carried forward, subject to statutory limitations, to reduce taxable income or taxes payable in a future tax year. At December 31, 2008, the tax effect of such carry forwards approximated $80.2 million. Of this amount, $21.1 million has no expiration date, $3.7 million expires after 2008 but before the end of 2013 and $55.4 million expires after 2013. A substantial amount of these carryforwards consist of tax losses which were acquired in an acquisition by the Company in 2004. Therefore, the utilization of these tax attributes is subject to an annual limitation imposed by Section 382 of the Internal Revenue Code. It is not expected that this annual limitation will prevent the Company from utilizing its carryforwards. The determination of state net operating loss carryforwards are dependent upon the U.S. subsidiaries’ taxable income or loss, apportionment percentages and other respective state laws, which can change year to year and impact the amount of such carryforward.

The valuation allowance for deferred tax assets of $57.9 million and $68.5 million at December 31, 2008 and December 31, 2007, respectively, relates principally to the uncertainty of the utilization of certain deferred tax assets, primarily tax loss and credit carryforwards in various jurisdictions. The valuation allowance was calculated in accordance with the provisions of SFAS No. 109, which requires that a valuation allowance be established and maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. The valuation allowance decrease in 2008 was primarily attributable to the deconsolidation of a variable interest entity, the ability to utilize state net operating losses after the merger of several medical subsidiaries, and the utilization of state net operating losses as a result of a one time shift in state apportionment factors following the GMS transaction in 2007.

F-33

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Several foreign subsidiaries continue to operate under separate “tax holiday” arrangements as granted by certain foreign jurisdictions. The nature and extent of such arrangements vary and the benefits of such arrangements phase out in future years according to the specific terms and schedules as set forth by the particular taxing authorities having jurisdiction over the arrangements. The most significant arrangement expires in March 2015.

Uncertain Tax Positions:  On January 1, 2007, the Company adopted the provisions of FIN 48, and as a result of that adoption, the Company recognized a charge of $14.2 million to retained earnings. A reconciliation of the beginning and ending balances for liabilities associated with unrecognized tax benefits is as follows:

	2008			2007
	(Dollars in thousands)
Balance at January 1	$	100,415		$	66,116
Unrecognized tax benefits associated with subsidiary acquired October 1, 2007		—			15,278
Increase in unrecognized tax benefits related to prior years		19,255			12,969
Decrease in unrecognized tax benefits related to prior years		(3,384	)		(1,248	)
Unrecognized tax benefits related to the current year		9,746			11,137
Reductions in unrecognized tax benefits due to settlements		(3,113	)		—
Reductions in unrecognized tax benefits due to lapse of applicable statute of limitations		(5,113	)		(3,739	)
Decrease in unrecognized tax benefits attributable to subsidiary dispositions		—			(4,416	)
(Decrease) increase in unrecognized tax benefits due to foreign currency translation		(3,139	)		4,318
Balance at December 31	$	114,667		$	100,415

The total liabilities associated with the unrecognized tax benefits that, if recognized, would impact the effective tax rate were $55.6 million and $36.2 million at December 31, 2008 and December 31, 2007 respectively. With the adoption of SFAS No. 141(R), effective for fiscal years beginning after December 15, 2008, certain unrecognized tax benefits that would not have an impact on the Company’s effective tax rate if realized (or re-measured) prior to the adoption of SFAS No. 141(R) will now have an impact on the Company’s effective tax rate if realized (or re-measured) after the adoption of SFAS No. 141(R). Subsequent to the adoption of FAS 141(R) (effective for the Company with its year beginning January 1, 2009) any expense or benefit associated with realizing (or re-measuring) the unrecognized tax benefit will be recorded as part of income tax expense.

The Company accrues interest and penalties associated with unrecognized tax benefits in income tax expense in the consolidated statements of operations, and the corresponding liability is included within the FIN 48 liability in the consolidated balance sheets. The expense for interest (net of related tax benefits where applicable) and penalties reflected in income from continuing operations for the year ended December 31, 2008 was $3.0 million and $1.1 million respectively ($3.8 million and $1.4 million respectively for the year ended December 31, 2007). The corresponding liabilities in the consolidated balance sheets for interest and penalties were $14.4 million and $6.2 million respectively at December 31, 2008 ($11.3 million and $4.9 million at December 31, 2007).

F-34

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The taxable years that remain subject to examination by major tax jurisdictions are as follows:

	Beginning		Ending
United States		2000		2008
Canada		2004		2008
France		2006		2008
Germany		2003		2008
Italy		2003		2008
Singapore		2005		2008
Malaysia		2003		2008
Sweden		2003		2008
United Kingdom		2005		2008

The Company and its subsidiaries are routinely subject to income tax examinations by various taxing authorities. As a result of the outcome of ongoing or future examinations, or due to the expiration of statutes of limitation for certain jurisdictions, it is reasonably possible that the related unrecognized tax benefits for tax positions taken could materially change from those recorded as liabilities at December 31, 2008. Based on the status of various examinations by the relevant federal, state, and foreign tax authorities, the Company anticipates that certain examinations may be concluded within the next twelve months of the reporting date of the Company’s consolidated financial statements, the most significant of which are in Germany, France, and the United States. Due to the potential for resolution of foreign and US examinations, and the expiration of various statutes of limitation, it is reasonably possible that the Company’s unrecognized tax benefits may change within the next twelve months by a range of zero to $28 million.

Note 13 — Pension and other postretirement benefits

The Company has a number of defined benefit pension and postretirement plans covering eligible U.S. and non-U.S. employees. The defined benefit pension plans are noncontributory. The benefits under these plans are based primarily on years of service and employees’ pay near retirement. The Company’s funding policy for U.S. plans is to contribute annually, at a minimum, amounts required by applicable laws and regulations. Obligations under non-U.S. plans are systematically provided for by depositing funds with trustees or by book reserves.

The parent Company and certain subsidiaries provide medical, dental and life insurance benefits to pensioners and survivors. The associated plans are unfunded and approved claims are paid from Company funds.

The Company initiated the following steps in connection with its pension benefits:

•  Effective August 31, 2008, the Arrow Salaried plan, the Arrow Hourly plan and the Berks plan were merged into the Teleflex Retirement Income Plan (“TRIP”).

•  On October 31, 2008, the TRIP was amended to cease future benefit accruals for all non-bargained employees as of December 31, 2008. This resulted in a curtailment gain at the date of amendment of $1.2 million.

•  On December 15, 2008, the Company amended its Supplemental Executive Retirement Plans (“SERP”) for all executives to cease future benefit accruals as of December 31, 2008. This resulted in a curtailment gain of $0.4 million. In addition, the Company approved a plan to replace the non-qualified defined benefits provided under the SERP with a non-qualified defined contribution arrangement under the

F-35

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s Deferred Compensation Plan, effective January 1, 2009. This resulted in a transfer of a portion of the liability of $0.4 million to the Deferred Compensation Plan.

The Company initiated the following steps in connection with its postretirement benefits:

•  On October 31, 2008, the Company’s postretirement benefit plans were amended to eliminate future benefits for non-bargained employees who had not attained age 50 or whose age plus service was less than 65. This resulted in a reduction of the expected future working life of the plan participants and resulted in a nominal curtailment gain.

Net benefit cost for pension and postretirement benefit plans consisted of the following:

	Pension									Other Benefits
	2008			2007			2006			2008			2007		2006
	(Dollars in thousands)
Service cost	$	4,634		$	4,302		$	3,607		$	1,044		$	548	$	311
Interest cost		18,398			13,565			11,784			3,415			1,950		1,490
Expected return on plan assets		(22,009	)		(16,441	)		(12,553	)		—			—		—
Net amortization and deferral		2,484			2,404			2,465			821			1,157		937
Curtailment credit		(1,610	)		—			—			(51	)		—		—
Net benefit cost	$	1,897		$	3,830		$	5,303		$	5,229		$	3,655	$	2,738

The weighted average assumptions for U.S. and foreign plans used in determining net benefit cost were as follows:

	Pension						Other Benefits
	2008		2007		2006		2008		2007		2006
Discount rate		6.32%		5.46%		5.71%		6.45%		5.85%		5.75%
Rate of return		8.19%		8.33%		8.73%		—		—		—
Initial healthcare trend rate		—		—		—		8.5%		8.0%		9.0%
Ultimate healthcare trend rate		—		—		—		5.0%		4.5%		4.5%

F-36

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summarized information on the Company’s pension and postretirement benefit plans, measured as of year end, and the amounts recognized in the consolidated balance sheet and in accumulated other comprehensive income were as follows:

	Pension									Other Benefits
	2008			2007			2007			2008			2007
	Under Funded						Over Funded			Under Funded
	(Dollars in thousands)
Benefit obligation, beginning of year	$	298,558		$	233,399		$	—		$	45,703		$	28,465
Service cost		4,634			3,101			1,200			1,044			578
Interest cost		18,398			12,068			1,497			3,415			1,950
Amendments		(448	)		—			—			(622	)		—
Actuarial loss (gain)		7,367			(17,157	)		(8,215	)		3,168			150
Currency translation		(5,466	)		3,350			—			—			—
Benefits paid		(15,183	)		(8,344	)		(1,023	)		(3,623	)		(2,651	)
Medicare Part D reimbursement		—			—			—			171			241
Acquisitions		(65	)		6,548			95,698			8,938			18,470
Divestitures		(506	)		(23,564	)		—			—			—
Curtailments		(3,406	)		—			—			—			(1,500	)
Projected benefit obligation, end of year		303,883			209,401			89,157			58,194			45,703
Fair value of plan assets, beginning of year		283,335			161,837			—			—			—
Acquisition		—			575			116,647			—			—
Divestitures		—			(4,075	)		—			—			—
Actual return on plan assets		(78,650	)		3,294			(3,247	)		—			—
Contributions		2,073			17,145			—			—			—
Benefits paid		(15,183	)		(8,344	)		(1,023	)		—			—
Currency translation		(5,025	)		526			—			—			—
Fair value of plan assets, end of year		186,550			170,958			112,377			—			—
Funded status, end of year	$	(117,333	)	$	(38,443	)	$	23,220		$	(58,194	)	$	(45,703	)

Amounts recognized in the consolidated balance sheet:

	Pension						Other Benefits
	2008			2007			2008			2007
	(Dollars in thousands)
Prepaid benefit cost	$	406		$	23,220		$	—		$	—
Payroll and benefit-related liabilities		(1,846	)		(1,924	)		(4,245	)		(3,312	)
Pension and postretirement benefit liabilities		(115,892	)		(36,519	)		(53,949	)		(42,391	)
Accumulated other comprehensive income		144,986			37,670			12,235			10,458
	$	27,653		$	22,447		$	(45,959	)	$	(35,245	)

F-37

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amounts recognized in accumulated other comprehensive income:

	Pension
													Accumulated
	Prior												Other
	Service												Comprehensive
	Cost			Transition			Net (Gain)			Deferred			Income,
	(Credit)			Obligation			or Loss			Taxes			Net of Tax
	(Dollars in thousands)
Balance at December 31, 2006	$	(417	)	$	987		$	54,814		$	(20,659	)	$	34,725
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
Net amortization and deferral		30			2			(2,438	)		897			(1,509	)
Curtailment		(301	)		—			—			112			(189	)
Amounts arising during the period:
Divestiture		—			(989	)		(1,785	)		1,035			(1,739	)
Actuarial changes in benefit obligation		—			—			(12,269	)		4,516			(7,753	)
Impact of currency translation		36			—			—			(13	)		23
Balance at December 31, 2007		(652	)		—			38,322			(14,112	)		23,558
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
Net amortization and deferral		69			—			(2,553	)		861			(1,623	)
Curtailment		1,159			—			(2,955	)		623			(1,173	)
Amounts arising during the period:
Tax rate adjustments		—			—			—			1,055			1,055
Divestiture		—			—			(285	)		99			(186	)
Actuarial changes in benefit obligation		—			—			111,886			(38,782	)		73,104
Impact of currency translation		(5	)		—			—			1			(4	)
Balance at December 31, 2008	$	571		$	—		$	144,415		$	(50,255	)	$	94,731

F-38

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Other Benefits
													Accumulated
	Prior												Other
	Service												Comprehensive
	Cost			Initial			Net (Gain) or			Deferred			Income, Net of
	(Credit)			Obligation			Loss			Taxes			Tax
	(Dollars in thousands)
Balance at December 31, 2006	$	1,570		$	1,292		$	10,135		$	(4,849	)	$	8,148
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
Net Amortization and deferral		(172	)		(217	)		(738	)		420			(707	)
Curtailment		—			(61	)		—			23			(38	)
Amounts Arising During the period:
Divestiture								(1,500	)		560			(940	)
Actuarial changes in benefit obligation		—			—			149			(56	)		93
Balance at December 31, 2007		1,398			1,014			8,046			(3,902	)		6,556
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
Net Amortization and deferral		(159	)		(202	)		(460	)		290			(531	)
Curtailment		51			—			—			(18	)		33
Amounts Arising During the period:
Tax rate adjustments		—			—			—			213			213
Effect of plan change		(546	)		(76	)		—			219			(403	)
Actuarial changes in benefit obligation		—			—			3,169			(1,118	)		2,051
Balance at December 31, 2008	$	744		$	736		$	10,755		$	(4,316	)	$	7,919

The weighted average assumptions for U.S. and foreign plans used in determining benefit obligations as of year end were as follows:

	Pension				Other Benefits
	2008		2007		2008		2007
Discount rate		6.06%		6.32%		6.05%		6.45%
Expected return on plan assets		8.17%		8.19%		—		—
Rate of compensation increase		3.49%		3.38%		—		—
Initial healthcare trend rate		—		—		10%		7.8%
Ultimate healthcare trend rate		—		—		5%		4.7%

The discount rate for U.S. plans of 6.05% was established by comparing the projection of expected benefit payments to the Citigroup Pension Discount Curve (published monthly) as of December 31, 2008. The expected benefit payments are discounted by each corresponding discount rate on the yield curve. Once the present value of the string of benefit payments is established, the Company solves for the single spot rate to apply to all obligations of the plan that will exactly match the previously determined present value.

The Citigroup Pension Discount Curve is constructed beginning with a U.S. Treasury par curve that reflects the entire Treasury and Separate Trading of Registered Interest and Principal Securities (“STRIPS”) market. From the Treasury curve, Citibank produces a AA corporate par curve by adding option-adjusted spreads that are

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drawn from the AA corporate sector of the Citigroup Broad Investment — Grade Bond Index. Finally, from the AA corporate par curve, Citigroup derives the spot rates that constitute the Pension Discount Curve. For payments beyond 30 years, the Company extends the curve assuming that the discount rate derived in year 30 is extended to the end of the plan’s payment expectations.

Increasing the assumed healthcare trend rate by 1% would increase the benefit obligation by $4.8 million and would increase the 2008 benefit expense by $0.4 million. Decreasing the trend rate by 1% would decrease the benefit obligation by $4.3 million and would decrease the 2008 benefit expense by $0.4 million.

The accumulated benefit obligation for all U.S. and foreign defined benefit pension plans was $303.4 million and $283.1 million for 2008 and 2007, respectively.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for U.S. and foreign plans with accumulated benefit obligations in excess of plan assets were $290.7 million, $290.1 million and $172.9 million, respectively for 2008 and $209.4 million, $204.0 million and $171.0 million, respectively for 2007.

Plan assets are allocated among various categories of equities, fixed income, cash and cash equivalents with professional investment managers whose performance is actively monitored. The target allocation among plan assets allows for variances based on economic and market trends. The primary investment objective is long-term growth of assets in order to meet present and future benefit obligations. The Company periodically conducts an asset/liability modeling study to ensure the investment strategy is aligned with the profile of benefit obligations.

During 2008, pension plan assets decreased approximately $78.7 million primarily due to the downturn in the economy. The decrease is the primary factor for the increase in pension and postretirement benefit liabilities in the consolidated balance sheet and a significant portion of the change in accumulated other comprehensive income.

The plan asset allocations for U.S. and foreign plans are as follows:

	Target		% of Assets
	Allocation		2008		2007
Equity securities		65%		61%		66%
Debt securities		35%		39%		26%
Real estate		—		—		8%
		100%		100%		100%

The Company’s contributions to U.S. and foreign pension plans during 2009 are expected to be in the range of $2.0 million to $2.5 million. Contributions to postretirement healthcare plans during 2009 are expected to be approximately $4.2 million.

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The Company’s expected benefit payments for U.S. and foreign plans for each of the five succeeding years and the aggregate of the five years thereafter, net of the annual average Medicare Part D subsidy of approximately $0.3 million, is as follows:

	Pension		Other Benefits
	(Dollars in thousands)
2009	$	14,196	$	4,245
2010		14,623		4,419
2011		15,072		4,647
2012		15,897		4,641
2013		16,630		4,559
Years 2014 — 2017		92,550		23,752

The Company maintains a number of defined contribution savings plans covering eligible U.S. and non-U.S. employees. The Company partially matches employee contributions. Costs related to these plans were $9.4 million, $8.5 million and $9.1 million for 2008, 2007 and 2006, respectively.

Note 14 — Fair Value Measurement

The Company adopted SFAS 157 for financial assets and financial liabilities as of January 1, 2008, in accordance with the provisions of SFAS 157 and the related guidance of FSP 157-1, FSP 157-2 and FSP 157-3. The adoption did not have an impact on the Company’s financial position and results of operations. The Company endeavors to utilize the best available information in measuring fair value. The Company has determined the fair value of its financial assets based on Level 1 and Level 2 inputs and the fair value of its financial liabilities based on Level 2 inputs in accordance with the fair value hierarchy described as follows:

Valuation Hierarchy

SFAS 157 establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 inputs — quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has ability to access at the measurement date.

Level 2 inputs — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include:

1. Quoted prices for similar assets or liabilities in active markets.

2. Quoted prices for identical or similar assets or liabilities in markets that are not active or there are few transactions.

3. Inputs other than quoted prices that are observable for the asset or liability.

4. Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 inputs — unobservable inputs for the asset or liability. Unobservable inputs may be used to measure fair value only when observable inputs are not available. Unobservable inputs reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability in achieving the fair value measurement objective of an exit price perspective.

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A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2008:

	Total Carrying Value		Quoted prices in		Significant other		Significant
	at December 31,		active markets		observable inputs		unobservable inputs
	2008		(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Deferred compensation assets	$	2,531	$	2,531	$	—	$	—
Derivative assets	$	681	$	—	$	681	$	—
Derivative liabilities	$	53,331	$	—	$	53,331	$	—

Valuation Techniques

The Company’s financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in Rabbi Trusts which are used to pay benefits under certain deferred compensation plan benefits. Under these deferred compensation plans, participants designate investment options to serve as the basis for measurement of the notional value of their accounts. The investment assets of the rabbi trust are valued using quoted market prices multiplied by the number of shares held in the trust.

The Company’s financial assets valued based upon Level 2 inputs are comprised of foreign currency forward contracts. The Company’s financial liabilities valued based upon Level 2 inputs are comprised of an interest rate swap contract and foreign currency forward contracts. The Company has taken into account the creditworthiness of the counterparties in measuring fair value. The Company uses forward rate contracts to manage currency transaction exposure and interest rate swaps to manage exposure to interest rate changes. The fair value of the interest rate swap contract is developed from market-based inputs under the income approach using cash flows discounted at relevant market interest rates. The fair value of the foreign currency forward exchange contracts represents the amount required to enter into offsetting contracts with similar remaining maturities based on quoted market prices.

Note 15 — Commitments and contingent liabilities

Product warranty liability:  The Company warrants to the original purchaser of certain of its products that it will, at its option, repair or replace, without charge, such products if they fail due to a manufacturing defect. Warranty periods vary by product. The Company has recourse provisions for certain products that would enable recovery from third parties for amounts paid under the warranty. The Company accrues for product warranties when, based on available information, it is probable that customers will make claims under warranties relating to products that have been sold, and a reasonable estimate of the costs (based on historical claims experience

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

relative to sales) can be made. Set forth below is a reconciliation of the Company’s estimated product warranty liability for 2008:

	(Dollars in
	thousands)
Balance — December 31, 2007	$	19,981
Accrued for warranties issued in 2008		10,380
Settlements (cash and in kind)		(12,756	)
Accruals related to pre-existing warranties		1,273
Effect of translation		(1,772	)
Balance — December 31, 2008	$	17,106

Operating leases:  The Company uses various leased facilities and equipment in its operations. The terms for these leased assets vary depending on the lease agreement. The Company’s future payments cannot exceed the minimum rent obligation plus the residual value guarantee amount. The guarantee amounts are tied to the unamortized lease values of the assets under lease, and are due should the Company decide neither to renew these leases, nor to exercise its purchase option. At December 31, 2008, the Company had no liabilities recorded for these obligations. Any residual value guarantee amounts paid to the lessor may be recovered by the Company from the sale of the assets to a third party.

Future minimum lease payments as of December 31, 2008 (including residual value guarantee amounts) under noncancelable operating leases are as follows:

	(Dollars in
	thousands)
2009	$	30,529
2010		25,733
2011		20,962
2012		16,279
2013		11,847

Rental expense under operating leases was $36.4 million, $29.5 million and $27.0 million in 2008, 2007 and 2006, respectively.

We have residual value guarantees under operating leases for certain equipment. The maximum potential amount of future payments we could be required to make under these guarantees is approximately $1.9 million at December 31, 2008.

Accounts receivable securitization program:  We use an accounts receivable securitization program to gain access to enhanced credit markets and reduce financing costs. As currently structured, accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote subsidiary of Teleflex Incorporated that is consolidated in our financial statements. This SPE then sells undivided interests in those receivables to an asset backed commercial paper conduit. The conduit issues notes secured by those interests and other assets to third party investors.

To the extent that cash consideration is received for the sale of undivided interests in the receivables by the SPE to the conduit, it is accounted for as a sale in accordance with Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, as we have relinquished control of the receivables. Accordingly, undivided interests in accounts receivable sold to the commercial paper conduit under these transactions are excluded from accounts receivables, net in the accompanying consolidated balance sheets. The interests not represented by cash consideration from the

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conduit are retained by the SPE and remain in accounts receivable in the accompanying consolidated balance sheets.

The interests in receivables sold and the interest in receivables retained by the SPE are carried at face value, which is due to the short-term nature of our accounts receivable. The special purpose entity has received cash consideration of $39.7 million and $39.7 million for the interests in the accounts receivable it has sold to the commercial paper conduit at December 31, 2008 and December 31, 2007, respectively. No gain or loss is recorded upon sale as fee charges from the commercial paper conduit are based upon a floating yield rate and the period the undivided interests remain outstanding. Fee charges from the commercial paper conduit are accrued at the end of each month. Should we default under the accounts receivable securitization program, the commercial paper conduit is entitled to receive collections on receivables owned by the SPE in satisfaction of the amount of cash consideration paid to the SPE to the commercial paper conduit. The assets of the SPE are not available to satisfy the obligations of Teleflex or any of its other subsidiaries.

Information regarding the outstanding balances related to the SPE’s interests in accounts receivables sold or retained as of December 31, 2008 is as follows:

	(Dollars in
	millions)
Interests in receivables sold outstanding(1)	$	39.7
Interests in receivables retained, net of allowance for doubtful accounts	$	96.3

(1) Deducted from accounts receivables, net in the consolidated balance sheets.

The delinquency ratio for the qualifying receivables represented 3.76% of the total qualifying receivables as of December 31, 2008.

The following table summarizes the activity related to our interests in accounts receivable sold for the year ended December 31, 2008:

	(Dollars in
	millions)
Proceeds from the sale of interest in accounts receivable	$	39.7
Fees and charges(1)	$	1.8

(1) Recorded in interest expense in the consolidated statement of operations.

Other fee charges related to the sale of receivables to the commercial paper conduit for the year ended December 31, 2008 were not material.

We continue servicing the receivables sold, pursuant to servicing agreements with the SPE. No servicing asset is recorded at the time of sale because we do not receive any servicing fees from third parties or other income related to the servicing of the receivables. We do not record any servicing liability at the time of the sale as the receivables collection period is relatively short and the costs of servicing the receivables sold over the servicing period are insignificant. Servicing costs are recognized as incurred over the servicing period.

Environmental:  The Company is subject to contingencies pursuant to environmental laws and regulations that in the future may require the Company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the Company or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), often referred to as Superfund, the U.S. Resource Conservation and Recovery Act (“RCRA”) and similar state laws. These laws require the Company to undertake certain investigative and remedial activities at

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sites where the Company conducts or once conducted operations or at sites where Company-generated waste was disposed.

Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, as well as the presence or absence of potentially responsible parties. At December 31, 2008 and December 31, 2007, the Company’s consolidated balance sheet included an accrued liability of $8.9 million and $7.5 million, respectively, relating to these matters. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, potential liability may exceed the amount accrued as of December 31, 2008. The time-frame over which the accrued or presently unrecognized amounts may be paid out, based on past history, is estimated to be 15-20 years.

Regulatory matters:  On October 11, 2007, the Company’s subsidiary, Arrow International, Inc. (“Arrow”), received a corporate warning letter from the U.S. Food and Drug Administration (FDA). The letter cites three site-specific warning letters issued by the FDA in 2005 and subsequent inspections performed from June 2005 to February 2007 at Arrow’s facilities in the United States. The letter expresses concerns with Arrow’s quality systems, including complaint handling, corrective and preventive action, process and design validation, inspection and training procedures. It also advises that Arrow’s corporate-wide program to evaluate, correct and prevent quality system issues has been deficient. Limitations on pre-market approvals and certificates of foreign goods had previously been imposed on Arrow based on prior inspections and the corporate warning letter does not impose additional sanctions that are expected to have a material financial impact on the Company.

In connection with its acquisition of Arrow, completed on October 1, 2007, the Company developed an integration plan that includes the commitment of significant resources to correct these previously-identified regulatory issues and further improve overall quality systems. Senior management officials from the Company have met with FDA representatives, and a comprehensive written corrective action plan was presented to FDA in late 2007. The Company has begun implementing its corrective action plan, which it expects to complete, for most facilities and procedures, by the end of March 2009.

While the Company believes it can remediate these issues, there can be no assurances regarding the length of time or expenditures required to resolve these issues to the satisfaction of the FDA. If the Company’s remedial actions are not satisfactory to the FDA, the Company may have to devote additional financial and human resources to its efforts, and the FDA may take further regulatory actions against the Company, including, but not limited to, seizing its product inventory, obtaining a court injunction against further marketing of the Company’s products, assessing civil monetary penalties or imposing a consent decree on us.

In June 2008, HM Revenue and Customs (“HMRC”) assessed Airfoil Technologies International UK Limited (“ATI-UK”), a consolidated United Kingdom venture in which the Company has a 60% economic interest, approximately $10 million for customs duty for the period from July 1, 2005 through March 31, 2008. HMRC had previously assessed ATI-UK approximately $737,000 for customs duty for the first and second quarters of 2004. Additionally, for the above periods, ATI-UK was assessed a value added tax (“VAT”) of approximately $68 million, for which HMRC has advised ATI-UK that, to the extent it is due and payable, it has until March 2010 to fully recover such VAT. The assessments were imposed because HMRC concluded that ATI-UK did not provide the necessary documentation for which reliance on Inland Processing Relief status (duty and VAT) was claimed by ATI-UK.

ATI-UK has filed appeals and been granted hardship applications (to avoid payment of the assessment while the appeal is pending) regarding each of the assessments. ATI-UK provided certain documentation to HMRC with regard to the first quarter of 2004, and as a result, the HMRC reduced the assessment for customs duties for

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that quarter by 97%, from approximately $17,860 to $450, and reduced the assessment for VAT for that quarter by 99%, from approximately $117,540 to $1,650, which amounts have been paid and all VAT recovered. ATI-UK has provided essentially the same types of supporting documentation to HMRC for the remaining quarters for which it was assessed. Based on discussions between ATI-UK and the HMRC inspector with regard to the assessments for the remaining periods, ATI-UK is hopeful that it will obtain reductions in the assessments that are proportionately similar to those obtained for the first quarter of 2004. However, the Company cannot assure whether or the extent to which the HMRC will reduce its assessments for these periods. In the event ATI-UK is not successful in a favorable resolution of the remaining assessments, such outcome would have a material adverse effect on the business of ATI-UK. The Company has a net investment in ATI-UK of approximately $11 million.

Litigation:  The Company is a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, intellectual property, import and export regulations, employment and environmental matters. Based on information currently available, advice of counsel, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, and results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred.

Other:  The Company has various purchase commitments for materials, supplies and items of permanent investment incident to the ordinary conduct of business. In the aggregate, such commitments are not at prices in excess of current market.

Note 16 — Business segments and other information

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, defines an operating segment as a component of an enterprise (a) that engages in business activities from which it may earn revenues and incur expenses, (b) whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance, and (c) for which discrete financial information is available. Based on these criteria, the Company has determined that it has three reportable segments: Medical, Aerospace and Commercial

The Medical Segment businesses develop, manufacture and distribute medical devices primarily used in critical care, surgical applications and cardiac care. Additionally, the company designs, manufactures and supplies devices and instruments for medical device manufacturers. Over 80 percent of Medical Segment net revenues are derived from devices that are considered disposable or single use. The Medical Segment’s products are largely sold and distributed to hospitals and healthcare providers and are most widely used in the acute care setting for a range of diagnostic and therapeutic procedures and in general and specialty surgical applications.

Our Aerospace Segment businesses provide repair products and services for flight and ground-based turbine engines and cargo handling systems for wide body and narrow body aircraft. Commercial aviation markets represent 99% of revenues in this segment. Markets for these products are generally influenced by spending patterns in the commercial aviation markets, cargo market trends, flights hours, and age and type of engines in use.

The Commercial Segment businesses principally design, manufacture and distribute driver controls and engine and drive parts for the marine market, power and fuel systems for truck, rail, automotive and industrial vehicles and rigging products and services. Commercial Segment products are used in a range of markets

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

including: recreational marine, heavy truck, bus, industrial vehicles, rail, oil and gas, marine transportation and industrial.

Information about continuing operations by business segment is as follows:

	2008			2007			2006
	(Dollars in thousands)
Segment data:
Medical	$	1,499,109		$	1,041,349		$	858,676
Aerospace		511,246			451,788			405,372
Commercial		410,594			441,195			426,761
Net revenues		2,420,949			1,934,332			1,690,809
Medical		286,330			182,636			161,707
Aerospace		61,781			46,964			40,224
Commercial		27,457			22,990			30,498
Segment operating profit(1)		375,568			252,590			232,429
Corporate expenses		43,002			46,439			45,444
In-process research and development charge		—			30,000			—
Goodwill impairment		—			18,896			1,003
Restructuring and other impairment charges		27,701			11,352			21,320
(Gain) loss on sales of businesses and assets		(296	)		1,110			732
Minority interest		(34,828	)		(28,949	)		(23,211	)
Income from continuing operations before interest, taxes and minority interest	$	339,989		$	173,742		$	187,141
Identifiable assets(2):
Medical	$	3,195,255		$	3,343,070		$	923,786
Aerospace		244,872			239,483			251,629
Commercial		220,543			218,713			710,917
Corporate(3)		257,864			382,490			464,920
	$	3,918,534		$	4,183,756		$	2,351,252
Capital expenditures:
Medical	$	24,992		$	31,781		$	25,896
Aerospace		8,244			4,603			9,928
Commercial		4,535			5,776			4,178
Corporate		1,496			2,574			770
	$	39,267		$	44,734		$	40,772
Depreciation and amortization expense:
Medical	$	90,519		$	48,763		$	35,094
Aerospace		8,761			9,334			10,160
Commercial		8,921			10,245			10,178
Corporate		8,347			10,418			3,862
	$	116,548		$	78,760		$	59,294

(1) Segment operating profit includes a segment’s net revenues reduced by its materials, labor and other product costs along with the segment’s selling, engineering and administrative expenses and minority interest. Unallocated corporate expenses, (gain) loss on sales of businesses and assets, restructuring

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TELEFLEX INCORPORATED AND SUBSIDIARIES

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	and impairment charges, interest income and expense and taxes on income are excluded from the measure.
(2)	Identifiable assets do not include assets held for sale of $8.2 million, $4.2 million and $10.2 million in 2008, 2007 and 2006, respectively.
(3)	Identifiable corporate assets include cash, receivables acquired from operating segments for securitization, investments in unconsolidated entities, property, plant and equipment and deferred tax assets primarily related to net operating losses and pension and retiree medical plans.

Information about continuing operations in different geographic areas is as follows:

	2008		2007		2006
	(Dollars in thousands)
Net revenues (based on business unit location):
United States	$	1,129,002	$	855,975	$	758,054
Other Americas		156,822		193,120		191,284
Germany		304,166		256,243		205,416
Other Europe		495,631		352,587		300,547
Asia/Australia		335,328		276,407		235,508
	$	2,420,949	$	1,934,332	$	1,690,809
Net property, plant and equipment:
United States	$	198,689	$	219,501	$	171,442
Other Americas		38,971		51,632		59,599
Germany		24,855		39,567		69,996
Other Europe		67,700		74,460		69,663
Asia/Australia		44,077		45,816		51,478
	$	374,292	$	430,976	$	422,178

Note 17 — Divestiture-Related Activities

As dispositions occur in the normal course of business, gains or losses on the sale of such businesses are recognized in the income statement line item (Gain) loss on sales of businesses and assets.

(Gain) loss on sales of businesses and assets consists of the following for the years ended December 31:

	2008			2007		2006
	(In thousands)
(Gain) loss on sales of businesses and assets, net	$	(296	)	$	1,110	$	732

During 2008, the Company recorded a gain on the disposal of an asset held for sale of approximately $0.3 million.

During 2007, the Company sold a product line in its Medical Segment and sold a building which it had classified as held for sale. The Company incurred a net loss of $1.1 million on these two transactions.

In connection with the Company’s 2006 restructuring program the Company identified certain assets that would no longer be used and sold them in 2006, recognizing a pre-tax loss of $0.7 million on the dispositions. These assets were primarily land and buildings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Assets Held for Sale

Assets held for sale at December 31, 2008 and 2007 are summarized on the table below. In 2008, they consist of four buildings which the Company is actively marketing.

	2008		2007
Assets held for sale:
Property, plant and equipment	$	8,210	$	4,241
Total assets held for sale	$	8,210	$	4,241

Discontinued Operations

On December 27, 2007 the Company completed the sale of its business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems (the “GMS” businesses) to Kongsberg Automotive Holding for $560 million in cash and realized a pre-tax gain of $224.2 million. The business units divested, Teleflex Automotive, Teleflex Industrial and Teleflex Fluid Systems were all part of the Company’s Commercial Segment.

In 2008, the Company refined its estimates for the post-closing adjustments related to the sale of the GMS businesses based on the provisions of the Purchase Agreement. Also during 2008, the Company recorded a charge for the settlement of a contingency related to the GMS businesses. These charges are reported as a loss from discontinued operations of $14.2 million, net of taxes of $6.0 million for the twelve months ended December 31, 2008. The Company is continuing to discuss certain aspects of the post closing adjustments with Kongsberg Automotive Holding. The Company has recorded its best estimate for these matters.

On June 29, 2007 the Company completed the sale of Teleflex Aerospace Manufacturing Group (“TAMG”), a precision-machined components business in the Aerospace Segment for $133.9 million in cash and realized a pre-tax gain of $75.2 million.

During 2006 the company sold a small medical business and incurred a pre-tax loss of $0.5 million. Also during 2006, the Company finalized the post closing adjustments related to the three 2005 divestitures and realized a net pre-tax gain of $0.7 million.

The results of our discontinued operations for the years 2008, 2007 and 2006 were as follows:

	2008			2007			2006
	(Dollars in thousands)
Net revenues	$	—		$	932,140		$	959,928
Costs and other expenses		8,238			881,679			895,530
Gain on dispositions and impairment charges, net		—			(299,456	)		(182	)
(Loss) income from discontinued operations before income taxes		(8,238	)		349,917			64,580
Provision for income taxes		5,968			161,065			21,238
(Loss) income from discontinued operations	$	(14,206	)	$	188,852		$	43,342

F-49

QUARTERLY DATA (UNAUDITED)

	First		Second			Third			Fourth
	Quarter(1)		Quarter			Quarter			Quarter(2)
	(Dollars in thousands, except per share)
2008:
Net revenues	$	604,520	$	624,085		$	595,882		$	596,462
Gross profit		232,855		258,649			238,818			233,845
Income from continuing operations before interest, taxes and minority interest		72,113		93,208			94,019			80,649
Income from continuing operations		22,943		37,788			42,319			30,930
Loss from discontinued operations		—		(2,845	)		—			(11,361	)
Net income		22,943		34,943			42,319			19,569
Earnings per share — basic(3):
Income from continuing operations	$	0.58	$	0.96		$	1.07		$	0.78
Income (loss) from discontinued operations		—		(0.07	)		—			(0.29	)
Net income	$	0.58	$	0.88		$	1.07		$	0.49
Earnings per share — diluted(3):
Income from continuing operations	$	0.58	$	0.95		$	1.06		$	0.78
Income (loss) from discontinued operations		—		(0.07	)		—			(0.29	)
Net income	$	0.58	$	0.88		$	1.06		$	0.49
2007:
Net revenues(4)	$	440,340	$	452,317		$	458,562		$	583,113
Gross profit(4)		161,448		163,330			153,977			201,599
Income from continuing operations before interest, taxes and minority interest		63,493		56,570			53,626			53
Income (loss) from continuing operations		33,831		33,246			(63,224	)		(46,221	)
Income from discontinued operations		10,443		60,615			6,188			111,606
Net income (loss)		44,274		93,861			(57,036	)		65,385
Earnings (losses) per share — basic(3):
Income (loss) from continuing operations	$	0.87	$	0.85		$	(1.61	)	$	(1.17	)
Income from discontinued operations		0.27		1.55			0.16			2.83
Net income (loss)	$	1.13	$	2.39		$	(1.45	)	$	1.66
Earnings (losses) per share — diluted(3):
Income (loss) from continuing operations	$	0.86	$	0.84		$	(1.61	)	$	(1.17	)
Income from discontinued operations		0.27		1.53			0.16			2.83
Net income (loss)	$	1.12	$	2.37		$	(1.45	)	$	1.66

F-50

		Income from
		Continuing
		Operations
		Before Interest,		Income (Loss)
		Taxes and		from Continuing
		Minority Interest		Operations
(1)	First quarter 2008 results include the following:
	Write-off of inventory fair value adjustment(a)	$	6,936	$	4,449
(2)	Fourth quarter 2007 results include the following:
	In-process R&D write-off(a)	$	30,000	$	30,000
	Write-off of inventory fair value adjustment(a)		28,916		18,550
	Goodwill impairment		18,896		18,896
	Write-off of deferred financing costs		4,803		3,405

(3)	The sum of the quarterly per share amounts may not equal per share amounts reported for year-to-date periods. This is due to changes in the number of weighted average shares outstanding and the effects of rounding for each period.
(4)	Amounts exclude the impact of discontinued operations. See Note 17.
(a)	Related to the Arrow acquisition

F-51

TELEFLEX INCORPORATED

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

ALLOWANCE FOR DOUBTFUL ACCOUNTS

	Balance at					Additions		Accounts						Balance at
	Beginning					Charged to		Receivable			Translation			End of
	of Year		Dispositions			Income		Write-offs			and other			Year
December 31, 2008	$	7,010	$	(54	)	$	3,604	$	(5,053	)	$	3,219		$	8,726
December 31, 2007	$	10,097	$	(3,520	)	$	3,323	$	(4,614	)	$	1,724		$	7,010
December 31, 2006	$	10,090	$	—		$	4,225	$	(4,018	)	$	(200	)	$	10,097

INVENTORY RESERVE

	Balance at					Additions								Balance at
	Beginning					Charged to		Inventory			Translation			End of
	of Year		Dispositions			Income		Write-offs			and other			Year
December 31, 2008
Raw material	$	10,616	$	—		$	4,773	$	(3,506	)	$	1,116		$	12,999
Work-in-process		608		—			1,575		(104	)		619			2,698
Finished goods		24,691		—			7,713		(12,210	)		1,625			21,819
	$	35,915	$	—		$	14,061	$	(15,820	)	$	3,360		$	37,516
December 31, 2007
Raw material	$	22,275	$	(7,741	)	$	2,499	$	(4,285	)	$	(2,132	)	$	10,616
Work-in-process		2,607		(1,412	)		126		(486	)		(227	)		608
Finished goods		21,691		(1,578	)		5,362		(3,773	)		2,989			24,691
	$	46,573	$	(10,731	)	$	7,987	$	(8,544	)	$	630		$	35,915
December 31, 2006
Raw material	$	20,067	$	—		$	12,124	$	(11,481	)	$	1,565		$	22,275
Work-in-process		1,635		—			1,703		(908	)		177			2,607
Finished goods		22,871		—			9,074		(8,413	)		(1,841	)		21,691
	$	44,573	$	—		$	22,901	$	(20,802	)	$	(99	)	$	46,573

F-52

INDEX TO EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this report:

Exhibit No.				Description
	*3	.1	—	Articles of Incorporation of the Company (except for Article Thirteenth and the first paragraph of Article Fourth) are incorporated by reference to Exhibit 3(a) to the Company’s Form 10-Q for the period ended June 30, 1985. Article Thirteenth of the Company’s Articles of Incorporation is incorporated by reference to Exhibit 3 of the Company’s Form 10-Q for the period ended June 28, 1987. The first paragraph of Article Fourth of the Company’s Articles of Incorporation is incorporated by reference to Proposal 2 of the Company’s Proxy Statement with an effective date of March 29, 2007 for the Annual Meeting held on May 4, 2007.
	*3	.2	—	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K filed on March 20, 2006).
	*10	.1	—	1990 Stock Compensation Plan (incorporated by reference to the Company’s registration statement on Form S-8 (Registration No. 33-34753), revised and restated as of December 1, 1997 incorporated by reference to Exhibit 10(b) of the Company’s Form 10-K for the year ended December 28, 1997. As subsequently amended and restated on Form S-8 (Registration No. 333-59814) which is herein incorporated by reference).
	10	.2	—	Teleflex Incorporated Retirement Income Plan, as amended and restated effective January 1, 2002, and as subsequently amended, effective as of January 1, 2009.
	10	.3	—	Amended and Restated Teleflex Incorporated Deferred Compensation Plan effective as of January 1, 2009.
	10	.4	—	Amended and Restated Teleflex 401(k) Savings Plan, effective as of January 1, 2004, and as subsequently amended, effective January 1, 2009.
	*10	.5	—	2000 Stock Compensation Plan (incorporated by reference to the Company’s registration statement on Form S-8 (Registration No. 333-38224), filed on May 31, 2000).
	*10	.6	—	2008 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement for the 2008 Annual Meeting of Stockholders filed on March 21, 2008).
	+*10	.7	—	Teleflex Incorporated Executive Incentive Plan (incorporated by reference to Appendix B to the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders filed on April 6, 2006).
	+*10	.8	—	Letter Agreement, dated September 23, 2004, between the Company and Laurence G. Miller (incorporated by reference to Exhibit 10(j) to the Company’s Form 10-K filed on March 9, 2005).
	+10	.9	—	Employment Agreement, dated March 24, 2006, between the Company and Jeffrey P. Black (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 28, 2006), as amended by that certain First Amendment to Employment Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.10	—	Executive Change In Control Agreement, dated June 21, 2005, between the Company and Laurence G. Miller (incorporated by reference to Exhibit 10(o) to the Company’s Form 10-Q filed on July 27, 2005), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.11	—	Executive Change In Control Agreement, dated June 21, 2005, between the Company and Kevin K. Gordon (incorporated by reference to Exhibit 10(p) to the Company’s Form 10-Q filed on July 27, 2005), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.12	—	Executive Change In Control Agreement, dated June 21, 2005, between the Company and Vincent Northfield (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-K filed on March 20, 2006), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.13	—	Executive Change In Control Agreement, dated October 23, 2006, between the Company and R. Ernest Waaser (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on October 25, 2006), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.14	—	Executive Change In Control Agreement, dated July 13, 2005, between the Company and John Suddarth (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K filed on March 20, 2006) ), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).

Exhibit No.				Description
	+*10	.15		Executive Change In Control Agreement, dated June 21, 2005, between the Company and Randall P. Gaboriault (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on March 30, 2008), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+*10	.16	—	Letter Agreement, dated October 13, 2006, between the Company and R. Ernest Waaser (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 25, 2006).
	+*10	.17	—	Letter Agreement, dated August 10, 2006, between the Company and Charles E. Williams (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on September 25, 2006).
	+10	.18	—	Senior Executive Officer Severance Agreement, dated March 26, 2007, between Teleflex Incorporated and Kevin K. Gordon (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 1, 2007), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.19	—	Senior Executive Officer Severance Agreement, dated March 26, 2007, between Teleflex Incorporated and Laurence G. Miller (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 1, 2007), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.20	—	Senior Executive Officer Severance Agreement, dated March 26, 2007, between Teleflex Incorporated and R. Ernest Waaser (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 1, 2007), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.21	—	Senior Executive Officer Severance Agreement, dated March 26, 2007, between Teleflex Incorporated and Vince Northfield (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on May 1, 2007), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.22	—	Senior Executive Officer Severance Agreement, dated March 26, 2007, between Teleflex Incorporated and John B. Suddarth (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on May 1, 2007), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	+10	.23	—	Senior Executive Officer Severance Agreement, dated April 28, 2008, between Teleflex Incorporated and Randall P. Gaboriault (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on March 30, 2008), as amended by that certain First Amendment to Executive Change In Control Agreement, effective as of January 1, 2009 (filed herewith).
	10	.24		Credit Agreement, dated October 1, 2007, with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, Bank of America, N.A., as syndication agent, the guarantors party thereto, the lenders party thereto and each other party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 5, 2007), as amended by Amendment No. 1 thereto dated as of December 22, 2008 (filed herewith).
	*10	.25		Note Purchase Agreement, dated as of October 1, 2007, among Teleflex Incorporated and the several purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on October 5, 2007).
	*10	.26		First Amendment, dated as of October 1, 2007, to the Note Purchase Agreement dated as of July 8, 2004 among Teleflex Incorporated and the noteholders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on October 5, 2007).
	*14		—	Code of Ethics policy applicable to the Company’s Chief Executive Officer and senior financial officers (incorporated by reference to Exhibit 14 of the Company’s Form 10-K filed on March 11, 2004).
	21		—	Subsidiaries of the Company.
	23		—	Consent of Independent Registered Public Accounting Firm.
	31	.1	—	Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2	—	Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1	—	Certification of Chief Executive Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32	.2	—	Certification of Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Each such exhibit has heretofore been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference.

+ Indicates management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.

EX-10.2

Exhibit 10.2

TELEFLEX INCORPORATED

RETIREMENT INCOME PLAN

(As Amended and Restated Effective January 1, 2002)

ARTICLE I. DEFINITIONS	3
ARTICLE II. PARTICIPATION	20
2.1 Participation	20
2.2 Ineligible Employees	21
2.3 Time of Participation — Excluded Employees	22
2.4 Reemployed Individuals	22
ARTICLE III. AMOUNT OF RETIREMENT BENEFITS	22
3.1 Normal Retirement Benefits	22
3.2 Late Retirement Benefits	26
3.3 Early Retirement Benefit	26
3.4 Disability Retirement Benefit	27
3.5 Vested Deferred Retirement Benefit	28
3.6 Return of Accumulated Contributions	30
3.7 Restoration of Accrued Pension Benefit	30
3.8 Minimum Benefit	30
3.9 Transfer of Employment	30
3.10 Preservation of Accrued Benefit	30
ARTICLE IV. VESTING	31
4.1 Rate of Vesting — General Rule	31
4.2 Full Vesting in Accumulated Contributions	31
ARTICLE V. DEATH BENEFITS	31
5.1 Death of Vested Participant Before Annuity Starting Date	31
5.2 Amount and Time of Payment of Vested Terminated Participant’s Death Benefit	31
5.3 Death of Participant On or After Retirement Date	31
5.4 No Other Death Benefits	32
ARTICLE VI. PAYMENT OF RETIREMENT BENEFITS	32
6.1 Annuity Payment Date	32
6.2 Normal Form of Retirement Benefit — Unmarried Salaried Participants	32
6.3 Normal Form of Retirement Benefit — Married Salaried Participants	33
6.4 Optional Forms of Retirement Benefit Payment	33
6.5 Special Optional Form of Retirement Benefit Payments for TRIP Plan Participants	34
6.6 Election of Benefits — Notice and Election Procedures	34
6.7 Payment of Small Benefits	36

6.8 Continued Employment After Normal Retirement Date; Reemployed Participants	37
6.9 Required Distributions — Code Section 401(a)(9)	38
6.10 Eligible Rollover Distributions	44
ARTICLE VII. CONTRIBUTIONS	46
7.1 Employer Contributions	46
7.2 Funding Policy	46
7.3 Determination of Contributions	46
7.4 Time of Payment of Employer Contributions	46
7.5 Return of Employer Contributions	46
7.6 Forfeitures	47
7.7 Irrevocability	47
7.8 Employee Contributions	47
7.9 Funding Notice	47
ARTICLE VIII. ADMINISTRATION	47
8.1 Fiduciary Responsibility	47
8.2 Appointment and Removal of Committee	47
8.3 Compensation and Expenses of Committee	48
8.4 Committee Procedures	48
8.5 Plan Interpretation	48
8.6 Fiduciary Duties	48
8.7 Consultants	48
8.8 Method of Handling Plan Funds	49
8.9 Delegation and Allocation of Responsibility	49
8.10 Other Committee Powers and Duties	49
8.11 Records and Reports	50
8.12 Application and Forms for Benefits	50
8.13 Authorization of Benefit Payments	50
8.14 Funding Policy	50
8.15 Unclaimed Accrued Benefit — Procedure	51
8.16 Individual Statement	51
8.17 Parties to Litigation	51
8.18 Use of Alternative Media	52
8.19 Personal Data to Administrative Committee	52
8.20 Address for Notification	52

-ii-

8.21 Notice of Change in Terms	52
8.22 Assignment or Alienation	52
8.23 Litigation Against the Plan	52
8.24 Information Available	53
8.25 Presenting Claims for Benefits	53
8.26 Claims Review Procedure	54
8.27 Disputed Benefits	54
8.28 Claims Involving Benefits Related to Disability	54
ARTICLE IX. EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION AND MERGER	55
9.1 Exclusive Benefit	55
9.2 Amendment of the Plan	55
9.3 Amendment to Vesting Provisions	56
9.4 Merger/Direct Transfers and Elective Transfers	56
9.5 Termination of the Plan	57
9.6 Full Vesting on Termination	58
9.7 Partial Termination	58
9.8 Allocation of Assets Upon Termination of Trust Fund	58
9.9 Manner of Distribution	59
9.10 Overfunding	59
ARTICLE X. WITHDRAWAL OF PARTICIPATING EMPLOYER	59
10.1 Withdrawal	59
10.2 Notice of Withdrawal	60
10.3 Withdrawal at Request of Board of Directors	60
10.4 Continuation of Plan	60
ARTICLE XI. LIMITATIONS ON BENEFITS	60
11.1 Limitation on Annual Benefits	60
11.2 Benefit Limitations — Rules for Certain Highly Compensated Employees	77
ARTICLE XII. PROVISIONS RELATING TO TOP-HEAVY PLAN	78
12.1 Top-Heavy Requirement	78
12.2 Minimum Vesting Requirement	78
12.3 Minimum Benefit Requirement	79
12.4 Change in Top-Heavy Status	80
ARTICLE XIII. VETERANS’ REEMPLOYMENT RIGHTS	80
13.1 USERRA	80

-iii-

13.2 Crediting Service	80
13.3 Compensation	81
13.4 Qualified Military Service	81
13.5 Earnings and Forfeitures	81
ARTICLE XIV. MISCELLANEOUS	81
14.1 Limited Purpose of Plan	81
14.2 Non-alienation	81
14.3 Facility of Payment	82
14.4 Effect of Return of Benefit Checks	82
14.5 Impossibility of Diversion	82
14.6 Unclaimed Benefits	83
14.7 Construction	83
14.8 Governing Law	83
14.9 Contingent Effectiveness of Plan Amendment and Restatement	83
APPENDIX A            PARTICIPATING EMPLOYERS
APPENDIX B            ACTUARIAL ASSUMPTIONS
APPENDIX C            APPROPRIATE INTEGRATION LEVEL FOR PRE-1998 EMPLOYEES
APPENDIX D            APPROPRIATE INTEGRATION LEVEL FOR PARTICIPANTS OTHER THAN PRE-1998                               EMPLOYEES
APPENDIX E            TELEFLEX INCORPORATED HOURLY EMPLOYEES’ PENSION PLAN
APPENDIX F            RETIREMENT PLAN FOR SALARIED EMPLOYEES OF ARROW INTERNATIONAL,                               INC
APPENDIX G            RETIREMENT PLAN FOR HOURLY-RATED EMPLOYEES OF ARROW INTERNATIONAL,                               INC
APPENDIX H            RETIREMENT PLAN FOR HOURLY RATED EMPLOYEES AT THE BERKS COUNTY, PA                               LOCATIONS OF ARROW INTERNATIONAL, INC

-iv-

TELEFLEX INCORPORATED
RETIREMENT INCOME PLAN

(As Amended and Restated Effective January 1, 2002)

Teleflex Incorporated (the “Sponsor”), hereby amends and restates in its entirety the Teleflex Incorporated Retirement Income Plan, formerly known as the Teleflex Incorporated Salaried Employees’ Pension Plan (the “Plan”). The Sponsor also hereby amends and restates the Teleflex Incorporated Hourly Employees’ Pension Plan and merges it with and into the Plan, effective December 31, 2008. The Sponsor further merges the Retirement Plan for Hourly Rated Employees at the Berks County, PA Locations of Arrow International, Inc., the Retirement Plan for Salaried Employees of Arrow International, Inc., and the Retirement Plan for Hourly-Rated Employees of Arrow International, Inc. with and into the Plan effective as of August 31, 2008. Except as otherwise provided in an applicable Appendix or required by applicable law, no additional benefits shall be accrued under the Plan after December 31, 2008.

It is intended that this Plan, as amended and restated effective January 1, 2002, together with the Trust Agreement, will comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), the requirements reflected in IRS Notice 2007-94 (the “2007 Cumulative List”), certain provisions of the Pension Protection Act of 2006, and the other applicable requirements of Section 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended.

The provisions of this amended and restated Plan shall apply solely to an Employee who incurs a Severance from Employment with the Employer on or after the Effective Date. All former employees, Participants who incurred a Severance from Employment or whose active participation in the Plan, the Teleflex Incorporated Hourly Employees’ Pension Plan, the Retirement Plan for Hourly Rated Employees at the Berks County, PA Locations of Arrow International, Inc., the Retirement Plan for Salaried Employees of Arrow International, Inc., or the Retirement Plan for Hourly-Rated Employees of Arrow International, Inc., as applicable, (collectively the “Plans”) ceased prior to January 1, 2002, their Spouses, Beneficiaries, and anyone else claiming through them, shall, except as otherwise expressly provided to the contrary herein or in any prior document for the Plans have the amount of their Accrued Benefit, and their right, if any, to receive such benefit, determined pursuant to the terms and conditions of the Plans as in effect at the time of Severance from Employment or cessation of active participation, and, if benefit payments commenced to any such individual prior to January 1, 2002, the time and manner of payment of such benefits shall, except as otherwise expressly provided to the contrary herein or in any prior document for the Plans be determined pursuant to the terms and conditions of the plan as in effect at the time benefits commenced.

All former employees and participants in a plan that is merged with and into the Plan (“Merged Plan”) whose employment or active participation in the Merged Plan terminated prior to the date of such plan’s merger into this Plan, their Spouses, Beneficiaries, and anyone else claiming through them shall, except as otherwise expressly provided to the contrary herein or in any prior Merged Plan document, have the amount of their Accrued Benefit, and their right, if any, to receive such benefit determined pursuant to the terms and conditions of the applicable Merged Plan as in effect at the time of their Severance from Employment or cessation of active participation and, if benefit payments commenced to any such individual prior to the date such plan merged with and into this Plan, the time and manner of payment of such benefits shall, except as otherwise expressly provided to the contrary herein, or in any prior Merged Plan document, be determined pursuant to the terms and conditions of the applicable Merged Plan as in effect at the time benefits commenced.

BACKGROUND INFORMATION

The Teleflex Incorporated Salaried Employees’ Pension Plan was originally effective as of July 1, 1966. Effective as of January 1, 1998, the Teleflex Incorporated Retirement Income Plan was merged with and into the Plan and the name of the Plan was changed to the Teleflex Incorporated Retirement Income Plan. The Plan has been amended from time to time and was most recently amended and restated effective January 1, 1998 to conform to the Internal Revenue Code of 1986, as amended by the General Agreement on Tariffs and Trade, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the IRS Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000 (collectively referred to as “GUST”). The Plan was subsequently amended from time to time to be in good faith compliance with the changes made to the law by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), to conform to regulations and guidance issued by the Department of Labor (“DOL”) and Internal Revenue Service (“IRS”), and to reflect design and administrative changes, including an amendment whereby an Employee first hired by the Employer on or after January 1, 2006 may not become a Participant in the Plan or accrue benefits under the Plan.

The Sponsor established the Teleflex Incorporated Hourly Employees’ Pension Plan (“Hourly Employees’ Plan”) effective as of January 1, 1985. The Hourly Employees’ Plan has been amended from time to time and was most recently amended and restated effective as of June 30, 2001 to comply with GUST. The Hourly Employees’ Plan was subsequently amended from time to time to be in good faith compliance with the changes made to the law by EGTRRA, to conform to regulations and guidance issued by the DOL and IRS, and to reflect design and administrative changes, including an amendment whereby an Employee, other than an Employee who is a member of UAW Local 644 (Marine - Limerick, PA) and who is covered by a collective bargaining agreement between the Employer and UAW Local 644, first hired by the Employer on or after January 1, 2006 may not become a Participant in the Plan or accrue benefits under the Plan. The Hourly Employees’ Plan was also previously amended to provide that, an Employee who is a member of UAW Local 644 (Marine — Limerick, PA) and who is covered by a collective bargaining agreement between the Employer and UAW Local 644, that is first hired by the Employer on or after July 1, 2006 may not become a Participant in the Plan or accrue benefits under the Plan.

Arrow International, Inc. (“Arrow”) adopted the Retirement Plan for Salaried Employees (“Arrow Salaried Plan”) effective as of September 1, 1978. The Arrow Salaried Plan has been amended from time to time and was most recently amended and restated effective as of September 1, 2002 to comply with EGTRRA (by the incorporation of previously-adopted “good faith” amendments) and the requirements reflected in IRS Notice 2005-101 (the “2005 Cumulative List”). The Arrow Salaried Plan was subsequently amended to comply with changes made to the required interest rate assumption used for adjusting distribution calculations as provided in the Pension Funding Equity Act of 2004, to revise the governance structure of the Plan (in a manner consistent with the Sponsor’s acquisition of Arrow on October 1, 2007), and to close participation to newly hired employees effective September 30, 2008.

Arrow adopted the Retirement Plan for Hourly-Rated Employees of the North Carolina and New Jersey Plants of Arrow International, Inc. (“Arrow Hourly Plan”), effective as of September 1, 1976. Effective as of September 1, 1997, the name of the Arrow Hourly Plan was changed to the Retirement Plan for Hourly-Rated Employees of Arrow International, Inc. The Arrow Hourly Plan has been amended from time to time and was most recently amended and restated

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effective as of September 1, 2002 to comply with EGTRRA (by the incorporation of previously-adopted “good faith” amendments) and the requirements reflected in IRS Notice 2005-101 (the “2005 Cumulative List”). The Arrow Hourly Plan was subsequently amended to comply with changes made to the required interest rate assumption used for adjusting distribution calculations as provided in the Pension Funding Equity Act of 2004, to revise the governance structure of the Plan (in a manner consistent with the Sponsor’s acquisition of Arrow on October 1, 2007), and to close participation to newly hired employees effective September 30, 2008.

Arrow adopted the Retirement Plan for Hourly Rated Employees of at the Berks County, PA Locations of Arrow International, Inc. (“Arrow Berks Plan”), effective as of September 1, 1975. The Arrow Berks Plan has been amended from time to time and was most recently amended and restated effective as of September 1, 2002 to comply with EGTRRA (by the incorporation of previously-adopted “good faith” amendments) and the requirements reflected in IRS Notice 2005-101 (the “2005 Cumulative List”). The Arrow Berks Plan was subsequently amended to comply with changes made to the required interest rate assumption used for adjusting distribution calculations as provided in the Pension Funding Equity Act of 2004, and to revise the governance structure of the Plan (in a manner consistent with the Sponsor’s acquisition of Arrow on October 1, 2007).

ARTICLE I. DEFINITIONS.

The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context:

     1.1 “Accrued Benefit” means:

          1.1.1 The accrued benefit of a Salaried Participant expressed in terms of a monthly single life annuity (or a single life annuity with payments guaranteed for five years for a Pre-1998 Employee) beginning at his Normal Retirement Date determined under Section 3.1, or his Late Retirement Date determined under Section 3.2, on the basis of the Participant’s Credited Service as a Participant to the date as of which the computation is made.

          1.1.2 The accrued benefit of an Hourly Participant is the retirement benefit that a Participant would receive at his Normal Retirement Date based on the benefit formula set forth in the applicable Schedule to Appendix E.

          1.1.3 The accrued benefit of an Arrow Salaried Participant as of any date is the amount of annual Benefit earned to such date, payable as a single life annuity beginning at the Participant’s Normal Retirement Date (or immediately, if the Participant has passed his Normal Retirement Date), calculated in accordance with Section 5.1 of Appendix F.

          1.1.4 The accrued benefit of an Arrow Hourly Participant as of any date is the amount of annual Benefit earned to such date, payable as a single life annuity beginning at the Participant’s Normal Retirement Date (or immediately, if the Participant has passed his Normal Retirement Date), calculated in accordance with Section 5.1 of Appendix G.

          1.1.5 The accrued benefit of an Arrow Berks Participant as of any date is the amount of annual Benefit earned to such date, payable as a single life annuity beginning at the Participant’s Normal Retirement Date (or immediately, if the Participant has passed his Normal Retirement Date), calculated in accordance with Section 5.1 of Appendix H.

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For purposes of determining whether the Plan is a Top-Heavy Plan, the Accrued Benefit of a current Employee shall be determined as if he had a Severance from Employment on the Determination Date. The actuarial assumptions used to determine the present value of accrued benefits for the purpose of the Top-Heavy test shall be those set forth in Appendix B for Salaried Participants and those set forth in Appendix E, F, G, or H, as applicable, for other Participants.

Notwithstanding any provision of the Plan to the contrary, except as otherwise provided in an Appendix or required by applicable law, no Participant shall accrue any additional benefit under the Plan after December 31, 2008.

     1.2 “Accumulated Contributions” means the sum of a Salaried Participant’s contributions made under the Plan before July 1, 1982, or repaid pursuant to Section 3.7, and interest credited thereon up to the date benefit payments begin under the Plan. The rates of interest credited upon such contributions shall be determined by the Committee, provided that the rate of interest shall not be less than 7%, compounded annually, for each Plan Year prior to January 1, 1988 and for each Plan Year thereafter, 120% of the Federal mid-term rate as in effect under Section 1274 of the Code for January of the relevant Plan Year, compounded annually.

     1.3 “Actuarial Definitions”

1.3.1 “Actuarial Equivalent” or “Actuarially Equivalent”:

     1.3.1.1 for Salaried Participants, shall mean the equivalent actuarial value of the normal form of benefit for unmarried Participants, as described in Section 6.2, determined based upon the advice of the Plan’s enrolled actuary using the factors and assumptions listed in Appendix B, attached hereto and made a part hereof;

     1.3.1.2 for Hourly Participants, shall have the meaning set forth in Appendix E, attached hereto and made a part hereof;

     1.3.1.3 for Arrow Salaried Participants, shall have the meaning set forth in Appendix F, attached hereto and made a part hereof;

     1.3.1.4 for Arrow Hourly Participants, shall have the meaning set forth in Appendix G, attached hereto and made a part hereof; and

     1.3.1.5 for Arrow Berks Participants, shall have the meaning set forth in Appendix H, attached hereto and made a part hereof.

            1.3.2 For purposes of determining the amount of a Participant’s lump sum distribution or the present value of a Participant’s Accrued Benefit, the “Actuarial Equivalent” of such benefit shall be calculated using the “Applicable Interest Rate” and the “Applicable Mortality Table.”

     1.3.2.1 Effective January 1, 2000 and prior to January 1, 2008, or the date determined by applying the rules of transition under Code Section 417(e) and Treasury Regulation Section 1.417(e)-1, the “Applicable Interest Rate” shall be the average annual rate of interest on 30-year Treasury securities as specified by the Internal Revenue Service determined each Plan Year using the interest rate

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in effect for the November of the Plan Year immediately preceding the first day of the Plan Year. For Plan Years beginning on or after January 1, 2008, , or the date determined by applying the rules of transition under Code Section 417(e) and Treasury Regulation Section 1.417(e)-1, the “Applicable Interest Rate” is the adjusted first, second and third segment rates applied under rules similar to the rules of Code Section 430(h)(2)(C) (determined without regard to the 24-month averaging provided under Code Section 430(h)(2)(D)(i)) for the November preceding the first day of the Plan Year or such other time as the Secretary of the Treasury may by regulations prescribe. The use of the segment rates as the Applicable Interest rate shall be phased in over five years in accordance with Code Section 417(e)(3)(D)(ii).

     1.3.2.2 For Plan Years beginning on or after January 1, 2008, the “Applicable Mortality Table” shall be the applicable Code Section 417(e)(3) mortality table. For Plan Years beginning prior to January 1, 2008, the “Applicable Mortality Table” shall be the mortality table prescribed by the Internal Revenue Service, which shall be based on the prevailing commissioner’s standard table (described in Code §807(d)((5)(A)) used to determine reserves for group annuity contracts issued on the date as of which a present value is determined (without regard to any other subparagraph of Code §807(d)(5)) as specified by the Internal Revenue Service. For distributions with an Annuity Starting Date on or after December 31, 2002, such “Applicable Mortality Table” is the mortality table prescribed in IRS Revenue Ruling 2001-62 (commonly known as the “94 GAR” table). For distributions with an Annuity Starting Date prior to such date, the “Applicable Mortality Table” is the mortality table prescribed in IRS Revenue Ruling 95-6 (commonly known as “83 GAM” table).

     1.4 Administrative Committee. Effective January 1, 2008, the “Administrative Committee” is the Financial Benefit Plans Committee or such other committee appointed by the Committee or the Board to oversee the administration of the Plan, or any successor thereto.

     1.5 “Aggregation Group” means:

          1.5.1 a Required Aggregation Group, or

          1.5.2 a Permissive Aggregation Group.

     1.6 “Annuity Starting Date” means for:

          1.6.1 a Salaried Participant electing an early, normal, late or Total and Permanent Disability retirement benefit, the first day of the first month for which the retiring Salaried Participant receives an annuity payment,

          1.6.2 the surviving Spouse or other Beneficiary of a deceased Salaried Participant who died having met the requirements for an early, normal, late or Total and Permanent Disability retirement benefit but who had not reached his Annuity Starting Date, the first day of the month following the date of the Salaried Participant’s death, or

          1.6.3 the surviving Spouse of a deceased Salaried Participant who died before having reached his “Earliest Retirement Age,” as defined under Section 417 of the Code, but

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who had a vested interest in his Accrued Benefit under Section 4.1, the Salaried Participant’s Earliest Retirement Age.

The Annuity Starting Date for Participants other than Salaried Participants shall have the meaning set forth in the Appendix applicable to the Participant.

     1.7 “Arrow Berks Participant” means a Participant, as defined in Appendix H, who was a participant in the Retirement Plan for Hourly Rated Employees at the Berks County, PA Locations of Arrow International, Inc. (“Arrow Berks Plan”) prior to the merger of the Arrow Berks Plan with and into the Plan effective as of August 31, 2008 and/or who is eligible to participate in the Plan pursuant to Appendix H hereto. The Plan benefit to which an Arrow Berks Participant is entitled shall be determined in accordance with the Plan and Appendix H hereto. An individual who ceases to be an Employee shall nonetheless remain an Arrow Berks Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid.

     1.8 “Arrow Hourly Participant” means a Participant who was a participant in the Retirement Plan for Hourly-Rated Employees of Arrow International, Inc. (“Arrow Hourly Plan”) prior to the merger of the Arrow Hourly Plan with and into the Plan effective as of August 31, 2008 and/or who is eligible to participate in the Plan pursuant to Appendix G hereto. The Plan benefit to which an Arrow Hourly Participant is entitled shall be determined in accordance with the Plan and Appendix G hereto. An individual who ceases to be an Employee shall nonetheless remain a Arrow Hourly Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid. Notwithstanding any other provision of the Plan to the contrary, no Employee whose initial date of hire by a Participating Company described in Appendix G hereto is on or after October 1, 2007, may become an Arrow Hourly Participant or accrue benefits under the Plan.

     1.9 “Arrow Salaried Participant” means a Participant who was a participant in the Retirement Plan for Salaried Employees of Arrow International, Inc. (“Arrow Salaried Plan”) prior to the merger of the Arrow Salaried with and into the Plan effective as of August 31, 2008 and/or who is eligible to participate in the Plan pursuant to Appendix F hereto. The Plan benefit to which an Arrow Salaried Participant is entitled shall be determined in accordance with the Plan and Appendix F. hereto. An individual who ceases to be an Employee shall nonetheless remain a Arrow Salaried Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid. Notwithstanding any other provision of the Plan to the contrary, no Employee whose initial date of hire by a Participating Company described in Appendix F hereto is on or after October 1, 2007, may become an Arrow Salaried Participant or accrue benefits under the Plan.

     1.10 “Average Monthly Compensation” means the Monthly Compensation of a Salaried Participant who participated in the TRIP Plan before its merger into the Plan, averaged over the 60 consecutive months that produce the highest average during the 120 month period, or the number of months as an employee if less than 120, ending prior to the Salaried Participant’s retirement date, date of Severance from Employment, or date of death, whichever is applicable. As used in this Section 1.7, “Monthly Compensation” means the Compensation (determined under Section 1.16.1.1) paid to a Salaried Participant in a Plan Year for services rendered to a Participating Employer divided by the number of full months that the Salaried Participant was employed during the calendar year by the Participating Employer, subject to the limits of Code Section 401(a)(17).

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Subject to Article XIII, a Salaried Participant on an approved leave of absence shall be deemed to have received remuneration during his period of absence equal to his basic rate of pay in effect immediately prior to such absence.

     1.11 “Beneficiary” means:

          1.11.1 the Participant’s Spouse,

          1.11.2 the person, persons or trust designated by the Participant, with the consent of the Participant’s Spouse if the Participant is married, as direct or contingent beneficiary in a manner prescribed by the Administrative Committee, or

          1.11.3 if the Participant has no Spouse and has made no effective Beneficiary designation:

     1.11.3.1 the Participant’s estate; and

     1.11.3.2 prior to January 1, 2009, the Hourly Participant’s children, parents, brothers or sisters, in that order, and, if none, the Hourly Participant’s estate.

A married Participant may designate a person, persons or trust other than his Spouse as Beneficiary, provided that such Spouse consents in writing in a manner prescribed by the Administrative Committee. The Spouse’s consent must be witnessed by a notary public or Administrative Committee representative and must be limited to and acknowledge the specific non-Spouse Beneficiary(ies) (including any class of Beneficiaries) designated by the Participant. If the Participant wishes to subsequently change Beneficiary(ies), the consent of the Spouse must be obtained again. Spousal consent shall not be required if the Participant establishes to the satisfaction of the Administrative Committee that the consent cannot be obtained because the Spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may prescribe by regulations. A subsequent Spouse of a Participant shall not be bound by a consent executed by any previous Spouse of the Participant.

Any prior designation of a Beneficiary shall be revocable at the election of the Participant at any time in the manner and form prescribed by the Administrative Committee until the payment commencement date. The number of revocations shall not be limited. If more than one Beneficiary is designated by the Participant, such Beneficiaries who survive the Participant shall share equally in any death benefit unless the Participant indicates to the contrary, in writing. If a Beneficiary predeceases the Participant, such deceased Beneficiary shall not share in any death benefit and those Beneficiaries who survive the Participant shall share in any death benefit equally, or, if different, in the proportions designated by the Participant. A Beneficiary’s right to information or data concerning the Plan does not arise until the Beneficiary first becomes entitled to receive a benefit under the Plan.

The entry of a decree of divorce shall not automatically revoke a prior written election of a Participant naming such divorced Spouse as a Beneficiary. Except as provided to the contrary under a qualified domestic relations order: (i) a Participant may, subsequent to a divorce, designate someone other than his former Spouse as Beneficiary; and (ii) if a divorced Participant remarries, the new Spouse shall have all of the rights of a Spouse as set forth herein and any prior written Beneficiary designation by the Participant shall be automatically revoked and subject to the rights of the subsequent Spouse. If an alternate payee under a qualified

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domestic relations order, as defined in Code Section 414(p), should die before payment of the benefit assigned to the alternate payee occurs, the portion of the Accrued Benefit assigned to the alternate payee shall revert to the Participant unless the qualified domestic relations order permits the alternate payee to designate a Beneficiary and a Beneficiary has in fact been designated to whom the benefit may be paid.

     1.12 “Board of Directors” means the Board of Directors of the Sponsor. Effective January 1, 2008, “Board of Directors” means the Board of Directors of the Sponsor or any committee thereof.

     1.13 “Break-in-Service” means, with respect to Salaried Participants:

          1.13.1 for the purpose of Article II, relating to eligibility to participate in the Plan, a 12 consecutive month period, measured from the date an Employee is first credited with an Hour of Service or any anniversary thereof (or his reemployment commencement date or any anniversary thereof), within which the Employee is not credited with more than 500 Hours of Service; and

          1.13.2 for the purpose of Article IV, relating to vesting, a Plan Year within which an individual is not credited with more than 500 Hours of Service; provided that any Break-in-Service occurring during the July 1, 1997 to December 31, 1997 Plan Year shall be disregarded.

“Break-in-Service” with respect to a Participant other than a Salaried Participant shall have the meaning set forth in the Appendix applicable to that Participant.

     1.14 “Code” means the Internal Revenue Code of 1986, as amended.

     1.15 “Committee” means the Committee appointed to administer the Plan. Effective January 1, 2008, the Committee is the Teleflex Incorporated Benefits Policy Committee or any successor thereto. Effective January 1, 2008, the Committee shall be the Plan Administrator and Named Fiduciary of the Plan. Prior to January 1, 2008, the Sponsor shall be the Plan Administrator and Named Fiduciary of the Plan.

     1.16 “Compensation”

          1.16.1 General Rule.

     1.16.1.1 Salaried Participants. Compensation means, except as otherwise provided in this Section 1.16.1.1, remuneration paid to a Salaried Participant for services rendered to a Participating Employer. Such remuneration shall include regular or base pay, bonuses, commissions, overtime pay, shift differentials, double-time pay, adjustments, amounts paid for time missed due to holidays, vacations, personal days, jury duty, sick leave and funeral leave, short-term disability pay, payments made as a result of opting out of medical coverage, amounts deferred under a nonqualified deferred compensation plan, and amounts that would be paid except for the Employee’s election under a cash or deferred arrangement described in Section 401(k) of the Code or a cafeteria plan described in Section 125 of the Code. Such remuneration shall not include employer contributions to benefit plans, fringe benefits, severance pay, expense reimbursements, tuition reimbursements, relocation expenses, the taxable portion of life insurance coverage, car allowances, personal use of employer

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aircraft, income recognized on the exercise of a stock option or the vesting of a restricted stock award, payments received while an Employee from a nonqualified deferred compensation plan and any other special pay arrangements.

For Plan Years beginning on and after January 1, 2002, amounts referenced under Code Section 125 include any amounts not available to a Salaried Participant in cash in lieu of group health coverage because the Salaried Participant is unable to certify that he has other health coverage. An amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Salaried Participant’s other health coverage as part of the enrollment process for the health plan. For any self-employed individual Compensation shall mean earned income, as defined in Code Section 401(c)(2).

For Plan Years beginning on and after January 1, 2008, Compensation shall include Post-Severance Compensation paid by the later of: (i) two and one-half (2¹/2) months (or such other period as extended by subsequent Treasury Regulations or other published guidance) after Severance from Employment with the Employer; or (ii) the end of the Plan Year that includes the date of the Employee’s Severance from Employment with the Employer. “Post-Severance Compensation” means payments that would have been included in the definition of Compensation if they were paid prior to the Employee’s Severance from Employment and the payments are: (a) regular Compensation for services during the Salaried Participant’s regular working hours, Compensation for services outside the Salaried Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar compensation, if the payments would have been paid to the Employee if the Employee had continued in employment with the Employer; (b) for accrued bona fide sick, vacation or other leave, but only if the Salaried Participant would have been able to use the leave if employment had continued; or (c) received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment with the Employer and only to the extent the payment is includible in the Employee’s gross income. Any payments not described in the preceding sentence are not considered Post-Severance Compensation if paid after Severance from Employment, except for payments (1) to an individual who does not currently perform services for the Employer by reason of qualified military service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer; or (2) to any Participant who is permanently and totally disabled for a fixed or determinable period, as determined by the Administrative Committee. For purposes of this Section 1.16.1.1, “permanently and totally disabled” means that the individual 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 which has lasted or can be expected to last for a continuous period of not less than 12 months.

Back pay, within the meaning of Treasury Regulations Section 1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation Year to which the back pay

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relates to the extent the back pay represents an amount that would otherwise be Compensation.

     1.16.1.2 Hourly Participants. Compensation means Limitation Compensation, as defined in Appendix E.

     1.16.1.3 Arrow Salaried Participants. Compensation means Average Annual Compensation, as defined in Appendix F.

     1.16.1.4 Arrow Hourly Participants. Compensation means Average Annual Compensation, as defined in Appendix G.

     1.16.1.5 Arrow Berks Participants. Compensation means Average Annual Compensation, as defined in Appendix H.

          1.16.2 Compensation Limitation. In addition to other applicable limits set forth in the Plan, the annual Compensation of each Employee taken into account in determining benefit accruals under the Plan shall not exceed the “Compensation Limitation.” The Compensation Limitation for Plan Years beginning after December 31, 2001 is $200,000 and the Compensation Limitation for Plan Years beginning after December 31, 2007 is $230,000. The Compensation Limitation shall be adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for any period, not exceeding 12 months, over which Compensation is determined (the “Determination Period”) that begins with or within such calendar year. If a Determination Period consists of fewer than 12 months, the Compensation Limitation will be multiplied by a fraction, the numerator of which is the number of months in the Determination Period and the denominator of which is 12. If Compensation in any prior Determination Period is taken into account in determining an Employee’s benefits accruing in the current Plan Year, the Compensation for that prior Determination Period is subject to the Compensation Limit in effect for that prior Determination Period. Any increase in the Compensation Limit shall not apply to former Employees.

     1.17 “Continuous Service” means, with respect to Salaried Participants:

          1.17.1 for periods ending before July 1, 1982, a period of employment that was Continuous Service under the terms of the Plan as in effect before July 1, 1982; and

          1.17.2 for periods beginning on or after July 1, 1982, a period of employment with the Employer beginning on the first day of the month in which his date of hire occurs and ending on the date of his Break-in-Service.

          1.17.3 The following rules shall also apply in determining a Salaried Participant’s Continuous Service for all purposes under the Plan, unless indicated otherwise:

     1.17.3.1 If an Employee quits, retires, is discharged, or is placed on permanent layoff, and within 12 months thereafter returns to service and is credited with an Hour of Service, his Continuous Service shall be computed as though his service had not been severed;

     1.17.3.2 If an Employee is absent from service and while so absent quits, retires, is discharged, or is placed on permanent layoff, and within 12

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months after the first date upon which he is absent from service, returns to service and is credited with an Hour of Service, his Continuous Service shall be computed as though his service had not been severed;

     1.17.3.3 All of an Employee’s nonsuccessive periods of service, including the period of service after a Break in Service if the Salaried Participant was vested in his Accrued Benefit or if the Salaried Participant has not incurred five or more consecutive Breaks in Service, shall be aggregated, and less than full years of service (whether or not consecutive) shall also be aggregated;

     1.17.3.4 An Employee reemployed by the Employer in accordance with Chapter 43 of Title 38 of the United States Code, shall be treated as though he had been actively performing services for the Employer during such Employee’s period of ‘qualified military service’ (as defined in Section 414(u) (5) of the Code); and

     1.17.3.5 For purposes of determining whether or not an Employee is eligible to participate in the Plan, and whether or not benefits under the Plan are vested, years of Continuous Service shall include periods as a Leased Employee, including the one-year period on the basis of which the individual is deemed to be a Leased Employee.

     1.18 “Covered Compensation” means, with respect to any Salaried Participant, the average (without indexing) of the contribution and benefit bases in effect under Section 230 of the Social Security Act for each calendar year in the 35-year period ending with the calendar year in which the Salaried Participant reaches his Social Security Retirement Age. In determining a Salaried Participant’s Covered Compensation for any Plan Year, the contribution and benefit bases in effect at the beginning of such Plan Year shall be assumed to continue in effect for all subsequent Plan Years.

     1.19 “Credited Service” means, with respect to Salaried Participants:

          1.19.1 for periods ending before July 1, 1982, a period of employment that was a period of Credited Service under the terms of the Plan as in effect before July 1, 1982; and

          1.19.2 for periods beginning on or after July 1, 1982, the period of an Employee’s Continuous Service measured from the date he begins to participate in the Plan; provided that Credited Service shall not include periods of Continuous Service credited under Sections 1.14.3.1 and 1.14.3.2 for a period of time when a Participant was on a layoff.

          1.19.3 Except as provided otherwise in Section 3.1.6, a Salaried Participant’s Credited Service under the TRIP Plan through December 31, 1997 shall count as Credited Service under this Plan.

          1.19.4 Notwithstanding any provision of the Plan to the contrary, the following individuals shall receive no additional Credited Service for benefit accrual purposes for any period of employment after January 31, 2004, provided that service for periods of employment after such date shall continue to be credited for eligibility and vesting purposes:

     1.19.4.1 Employees of Weck Surgical employed at Research Triangle Park, North Carolina;

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     1.19.4.2 Salaried Exempt and Salaried Non-Exempt Employees of TFX Medical employed at Jaffrey, New Hampshire; and

     1.19.4.3 Sales Representatives of Pilling Surgical employed at Horsham, Pennsylvania who were hired on or after December 23, 1993 and before March 28, 1997.

     1.20 “Defined Benefit Plan” means any employee pension plan maintained by the Employer that is qualified under Section 401(a) of the Code and is not a Defined Contribution Plan.

     1.21 “Defined Contribution Plan” means an employee pension plan maintained by the Employer that is qualified under Section 401(a) of the Code and provides for an individual account for each Participant and for benefits based solely on the amount contributed to the Participant’s account, and any income, expenses, gains and losses, and any forfeitures from accounts of other Participants that may be allocated to such Participant’s account.

     1.22 “Determination Date” means:

          1.22.1 if the Plan is not included in an Aggregation Group, the last day of the preceding Plan Year; or

          1.22.2 if the Plan is included in an Aggregation Group, the Determination Date as determined under Section 1.22.1 that falls within the same calendar year of each other plan included in such Aggregation Group.

     1.23 “Early Retirement Date” means the last day of any month coincident with or following a Salaried Participant’s reaching age 60, but not age 65, and after he has been credited with 10 years of Continuous Service. The Early Retirement Date, if applicable, for an Hourly Participant, Arrow Salaried Participant, Arrow Hourly Participant, or an Arrow Berks Participant is set forth in Appendix E, F, G, or H hereto, respectively.

     1.24 “Effective Date” means January 1, 2002, except where otherwise provided herein or as required by applicable legislation. The original effective date of the Plan was July 1, 1966. With respect to any Participating Employer adopting the Plan after the Effective Date, the Effective Date shall be the date of adoption unless another date is specified.

     1.25 “Employee” means, except as otherwise defined in an Appendix hereto:

          1.25.1 an individual who is employed by the Employer and whose earnings are reported on a Form W-2;

          1.25.2 an individual who is not employed by an Employer but is required to be treated as a Leased Employee (as defined in Section 2.2.5); provided that if the total number of Leased Employees constitutes 20% or less of the Employer’s non-highly compensated work force, within the meaning of Section 414(a)(5)(c)(ii) of the Code, the term “Employee” shall not include those Leased Employees covered by a “safe harbor” plan described in Section 414(n)(5)(i) of the Code; and

          1.25.3 when required by context under Section 1.32 for purposes of crediting Hours of Service, a former Employee.

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The term “Employee” shall not include any individual providing services to an Employer as an independent contractor. An individual excluded from participation by reason of independent contractor or Leased Employee status, if determined by the Administrative Committee, a court, a governmental agency, or in accordance with law to be a common law employee of the Employer, shall be recharacterized as an Employee under the Plan as of the date of such determination, unless an earlier date is necessary to preserve the tax qualified status of the Plan. Notwithstanding such general recharacterization, such person shall not be considered an eligible Employee for purposes of Plan participation, except and to the extent necessary to preserve the tax qualified status of the Plan.

     1.26 “Employer” means the Sponsor and Participating Employers. If the Employer is a member of a group of Related Employers, the term “Employer” includes the Related Employers for purposes of crediting Hours of Service, applying the participation test of Code Section 401(a)(26) and the coverage test of Code Section 410(b), determining Years of Service and Breaks in Service, applying the limitations of Section 11.1, applying the Top Heavy rules of Article XII, the definitions of Employee, Highly Compensated Employee, and Leased Employee, and for any other purpose as required by the Code or by the Plan. However, only the Sponsor and Participating Employers may contribute to the Plan and only eligible Employees employed by the Sponsor or a Participating Employer are eligible to participate in this Plan. Unless otherwise provided, service with a Related Employer prior to the date that it either adopted the Plan or became a Related Employer shall not be counted for any purpose under the Plan.

     1.27 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     1.28 “Five-Percent Owner” means any Employee who owns (or is considered as owning within the meaning of Section 318 of the Code) more than 5% of the outstanding stock of the Employer, or stock possessing more than 5% of the total combined voting power of all stock of any Employer. For purposes of this Section 1.28, Section 318(a)(2)(C) of the Code shall be applied by substituting “5%” for “50%” each time it appears therein.

     1.29 “Former Key Employee” means an Employee who is a Non-Key Employee with respect to the Plan for the Plan Year if such Employee was a Key Employee with respect to the Plan for any prior Plan Year.

     1.30 “Fund” means the assets and all income, gains and losses thereon held by the Trustee under the trust agreement for the exclusive benefit of Participants, their surviving Spouses, and their Beneficiaries.

     1.31 “Highly Compensated Employee” means any Employee who:

          1.31.1 was a Five-Percent Owner at any time during the Plan Year or the preceding Plan Year; or

          1.31.2 for the preceding Plan Year:

     1.31.2.1 received more than $85,000 ($100,000 for the Plan Year beginning January 1, 2008) in Compensation from the Employer (or such higher amount as adjusted pursuant to Code Section 414(q)(1)); and

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     1.31.2.2 if the Employer elects, was in the top-paid group of employees (within the meaning of Code Section 414(q)(4)) for such preceding year.

Highly Compensated Employees also include highly compensated former Employees. A highly compensated former Employee includes any Employee who has had a Severance from Employment (or was deemed to have a Severance from Employment) prior to the current or preceding Plan Year, performs no Service for the Employer during such Plan Year, and was a highly compensated active Employee for either the severance year or any Plan Year ending on or after the Employee’s 55th birthday in accordance with the rules for determining Highly Compensated Employee status in effect for that determination year and in accordance with applicable Treasury Regulations and IRS Notice 97-45.

For purposes of this Section, “Compensation” means Compensation as defined in Section 11.1.1.2, and Related Employers shall be treated as a single employer with the Employer. The determination of who is Highly Compensated shall be made in accordance with Code Section 414(q) and the Treasury Regulations promulgated thereunder.

     1.32 “Hour of Service” means, except as otherwise set forth in an Appendix hereto, with respect to employment with the Employer:

          1.32.1 Each hour for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment for the performance of duties for the Employer. The Administrative Committee shall credit Hours of Service under this Section 1.32.1 to the Employee for the computation period in which the Employee performs the duties, irrespective of when paid;

          1.32.2 Each hour for which the Employer, either directly or indirectly, pays and Employee, or for which the Employee is entitled to payment (irrespectively of whether the employment relationship is terminated), for reasons other than the performance of duties during a computation period, such as leaves of absence, vacation, holiday, sick leave, illness, incapacity (including disability), layoff, jury duty or military duty. There shall be excluded from the foregoing those periods during which payments are made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws. An Hour of Service shall not be credited where an employee is being reimbursed solely for medical or medically related expenses. The Administrative Committee shall not credit more than 501 Hours of Service under this Section 1.32.2 to an Employee on account of any single continuous period during which the Employee does not perform any duties (whether or not such period occurs during a single computation period). The Administrative Committee shall credit Hours of Service under this Section 1.31.2 in accordance with the rules of paragraphs (b) and (c) of Department of Labor Regulations Section 2530.200b-2, which the Plan, by this reference, specifically incorporates in full within this Section 1.31.2; and

          1.32.3 Each hour for back pay, irrespective of mitigation of damages, to which the Employer has agreed or for which the Employee has received an award. The Administrative Committee shall credit Hours of Service under this Section 1.32.3 to the Employee for the computation period(s) to which the award or the agreement pertains rather than for the computation period in which the award, agreement or payment is made.

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The Administrative Committee shall not credit an Hour of Service under more than one of the above paragraphs. A computation period for purposes of this Section 1.32 is the Plan Year, Continuous Service period, Break-in-Service period or other period, as determined under the Plan provision for which the Administrative Committee is measuring an Employee’s Hours of Service. The Administrative Committee will resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee.

The Administrative Committee shall credit every Employee with Hours of Service on the basis of the “actual” method; provided that with respect to an Employee for whom hours of employment are not normally recorded, the Administrative Committee may, in accordance with rules applied in a uniform and nondiscriminatory manner, elect to credit Hours of Service using one or more of the following equivalencies:

Basis upon Which Records	Credit Granted to Individual
Are Maintained	For Period
Shift	actual hours for full shift
Day	10 Hours of Service
Week	45 Hours of Service
Semi-monthly period	95 Hours of Service
Month	190 Hours of Service

For purposes of this Plan, the “actual” method means the determination of Hours of Service from records of hours worked and hours for which the Employer makes payment or for which payment is due from the Employer.

Hours of Service will be credited for employment with other members of a group of Related Employers of which the Employer is a member. Hours of Service will also be credited for any individual considered an Employee for purposes of this Plan to the extent required under Code Sections 414(n) or 414(o) and the Treasury Regulations promulgated thereunder.

Solely for purposes of determining whether the Employee incurs a Break in Service under any provision of this Plan, the Administrative Committee shall credit Hours of Service during an Employee’s unpaid absence period due to maternity or paternity leave. The Administrative Committee shall consider an Employee on maternity or paternity leave if the Employee’s absence is due to the Employee’s pregnancy, the birth of the Employee’s child, the placement with the Employee of an adopted child, or the care of the Employee’s child immediately following the child’s birth or placement. The Administrative Committee shall credit only the number (up to five hundred one (501) Hours of Service) necessary to prevent an Employee’s Break in Service. The Administrative Committee shall credit all Hours of Service described in this paragraph to the computation period in which the absence period begins or, if the Employee does not need these Hours of Service to prevent a Break in Service in the computation period in which his absence period begins, the Administrative Committee shall credit these Hours of Service to the immediately following computation period. Further, if required by the Family and Medical Leave Act, time on a leave of absence, whether or not paid, shall count in determining Service and Hours of Service.

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     1.33 “Hourly Participant” means a Participant who was a participant in the Teleflex Incorporated Hourly Employees’ Pension Plan (“Hourly Plan”) prior to the merger of the Hourly Plan with and into the Plan effective as of December 31, 2008 and/or who is eligible to participate in the Plan pursuant to Appendix E hereto. The Plan benefit to which an Hourly Participant is entitled shall be determined in accordance with the Plan and Appendix E hereto. An individual who ceases to be an Employee shall nonetheless remain an Hourly Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid. Notwithstanding any other provision of the Plan to the contrary, no Employee whose initial date of hire is on or after January 1, 2006 (July 1, 2006 with respect to an Employee who is a member of UAW Local 644 (Marine - - Limerick, PA) and who is covered by a collective bargaining agreement between the Employer and UAW Local 644), may become an Hourly Participant in the Plan or accrue benefits under the Plan.

     1.34 “Investment Manager” means person or organization who is appointed to direct the investment of all or part of the Fund, and who is either registered in good standing as an Investment Adviser under the Investment Advisers Act of 1940, a bank (as defined in the Investment Advisers Act of 1940), or an insurance company qualified to perform investment management services under the laws of more than one state of the United States, and who has acknowledged in writing that he is a fiduciary with respect to the Plan.

     1.35 “Key Employee” means any Employee or former Employee (whether living or deceased) who, at any time during the Plan Year that includes the Determination Date, is (or was):

          1.35.1 an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002);

          1.35.2 a Five-Percent Owner; or

          1.35.3 a one-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee shall be made in accordance with Section 416(i)(1) of the Code and applicable Treasury Regulations and other guidance of general applicability issued thereunder.

For purposes of determining ownership in the Employer under this Section, the employer aggregation rules of Sections 414(b), 414(c) and 414(m) of the Code shall not apply.

     1.36 “Late Retirement Date” means the actual date of retirement of a Participant who remains employed by an Employer after reaching Normal Retirement Date.

     1.37 “Limitation Year” means the Plan Year.

     1.38 “Monthly Plan Compensation” means, prior to January 1, 1998, a Salaried Participant’s monthly rate of base earnings for each Plan Year effective as of the May 1 preceding the beginning of such Plan Year, including amounts the Salaried Participant elects to have his Employer or an Employer that is not a Related Employer contribute to a cash or deferred arrangement, but excluding overtime pay, bonuses, employer contributions to or payments under this or any other employee benefit plan to which the Employer contributes, and like forms of additional compensation; provided, however, that if a Salaried Participant is

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compensated at a weekly rate, his monthly rate shall be deemed to be 4-1/3 times his weekly rate. A Salaried Participant’s rate of base earnings on any May 1 during a period of absence that does not interrupt his Continuous Service or Credited Service shall be deemed to be equal to his rate as of the May 1 next preceding the beginning of such period of absence.

Effective January 1, 1998, Monthly Plan Compensation means the Compensation paid to a Salaried Participant in a Plan Year for services rendered to an Employer divided by the number of full months that the Salaried Participant was employed during the Plan Year by the Employer, subject to the limits of Section 401(a)(17) of the Code.

     1.39 “Non-Key Employee” means a Participant in the Plan (including a Beneficiary of such Participant) who is not a Key Employee with respect to the Plan for the Plan Year.

     1.40 “Normal Retirement Age” means, except as otherwise provided in an Appendix hereto, age 65. Notwithstanding the foregoing, the Normal Retirement Age of a Salaried Participant who is employed by an Employer as a pilot shall be age 60.

     1.41 “Normal Retirement Date” means, except as otherwise provided in an Appendix hereto, the last day of the month in which a Participant reaches age 65. Notwithstanding the foregoing, the Normal Retirement Date of a Salaried Participant who is employed by an Employer as a pilot shall be the last day of the month in which the Salaried Participant reaches age 60.

     1.42 “Participant” means a Salaried Participant, Hourly Participant, Arrow Salaried Participant, Arrow Hourly Participant, and an Arrow Berks Participants.

     1.43 “Participating Employer” means any subsidiary or affiliated organization of the Sponsor electing the participate in the Plan with the consent of the Committee. A list of such Participating Employers applicable to Salaried Participants is set forth in Appendix A, attached hereto and made a part hereof, as it may be updated from time to time.

     1.44 “Permissive Aggregation Group” means:

          1.44.1 each plan of the Employer included in a Required Aggregation Group; and

          1.44.2 each other plan of the Employer if the group of plans consisting of such plan and the plan or plans described in Section 1.39.1, when considered as a single plan, meets the requirements of Sections 401(a)(4) and 410 of the Code.

     1.45 “Plan” means the Teleflex Incorporated Retirement Income Plan as set forth in this document and the related trust agreement pursuant to which the Trust is maintained.

     1.46 “Plan Year” means the 12-month period ending each December 31.

     1.47 “Pre-1998 Employee” means an individual who was an Employee on December 31, 1997 and was either a Participant on such date or who was eligible on such date to become a Participant once the requirements of Section 2.1 were met.

     1.48 “Qualified Joint and Survivor Annuity” means an annuity for the life of the Participant followed immediately thereafter by a survivor annuity for the life of his Spouse. The

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survivor annuity shall be 50% of the amount of the annuity payable during the joint lives of the Participant and his Spouse. The amount payable under the Qualified Joint and Survivor Annuity shall in any event be the Actuarial Equivalent of the Participant’s Accrued Benefit payable in the normal form of benefit for an unmarried Participant (“normal form” with respect to an Hourly Participant). If, pursuant to a qualified domestic relations order described in Code Section 414(p), more than one individual is a designated Spouse, the amount of the survivor annuity payable under this Section 1.48 shall not exceed the amount that would be paid if there were only one surviving Spouse.

     1.49 “Related Employers” means a controlled group of corporations (as defined in Code Section 414(b)), trades or business (whether or not incorporated) which are under common control (as defined in Code Section 414(c)), or an affiliated service group (as defined in Code Sections 414(m) and (o)).

     1.50 “Required Aggregation Group” means:

          1.50.1 each plan of the Employer in which a Key Employee participated (regardless of whether such plan has been terminated) during the five Plan Years ending on the Determination Date; and

          1.50.2 each other plan of the Employer that enables any plan described in Section 1.50.1 to meet the requirements of Section 401(a)(4) or Section 410 of the Code, including any such plan terminated within the five-year period ending on the Determination Date.

     1.51 “Required Beginning Date” means April 1 of the calendar year following the later of:

          1.51.1 the calendar year in which the Participant reaches age 70¹/2; or

          1.51.2 the calendar year in which the Participant has a Severance from Employment; provided, that this Section 1.51.2 shall not apply in the case of a Participant who is a Five-Percent Owner with respect to the Plan Year ending with the calendar year in which the Participant attains age 70¹/2.

     1.52 “Salaried Participant” means an Employee who has met the eligibility requirements of Article II and has begun to participate in the Plan. An individual who ceases to be an Employee shall nonetheless remain a Salaried Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid. Notwithstanding any other provision of the Plan to the contrary, no Employee whose initial date of hire is on or after January 1, 2006, may become a Salaried Participant in the Plan or accrue benefits under the Plan.

     1.53 Severance from Employment. An Employee’s separation from service with the Employer such that the Employee no longer has an employment relationship with the Employer.

     1.54 “Social Security Retirement Age” means the age used as the retirement age under Section 216(l) of the Social Security Act, except that such Section shall be applied without regard to the age increase factor, and as if the early retirement age under Section 216(l)(2) of such Act were 62.

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     1.55 “Sponsor” means Teleflex Incorporated.

     1.56 “Spouse” means, except as otherwise provided in an Appendix hereto, a Participant’s lawful spouse at his Annuity Starting Date or Required Beginning Date or, if earlier, his date of death; provided that a former Spouse shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order. To the extent that the Plan treats a former Spouse of a Participant as the Spouse of such Participant for purposes of Sections 401(a)(11) and 417 of the Code pursuant to a qualified domestic relations order, the actual Spouse of such Participant shall not be treated as the Spouse of such Participant for such purposes.

     1.57 “Total and Permanent Disability” means, except as otherwise provided in an Appendix hereto, a medically determinable disability of a permanent nature such that the Participant is entitled to and receiving disability benefits under the Social Security Act or under the Employer’s long-term salary continuation program.

     1.58 “Top-Heavy-Group” means an Aggregation Group in which, as of the Determination Date, the sum of:

          1.58.1 the aggregate of the Account Balances of Key Employees under all Defined Contribution Plans included in such Aggregation Group; and

          1.58.2 the aggregate of the present value of cumulative accrued benefits for Key Employees under all Defined Benefit Plans included in such Aggregation Group,

exceeds 60% of the sum of such aggregates determined for all Employees.

     1.59 “Top-Heavy Plan” means for a Plan Year means the Plan if the Top Heavy ratio as of the Determination Date exceeds sixty percent (60%). The Top Heavy ratio is a fraction, the numerator of which is the sum of the present value of Accrued Benefits of all Key Employees as of the Determination Date and the contributions due as of the Determination Date, and the denominator of which is a similar sum determined for all Employees. The Administrative Committee shall calculate the Top Heavy ratio without regard to the Accrued Benefit of any Non-Key Employee who was formerly a Key Employee. The Administrative Committee shall calculate the Top Heavy ratio by disregarding the Accrued Benefit (including distributions, if any, of the Accrued Benefit) of an individual who has not received credit for at least one Hour of Service with an Employer during the one-year period ending on the Determination Date in such calculation. In addition, the Administrative Committee shall calculate the Top Heavy ratio by including any part of any Accrued Benefit distributed by reason of Severance from Employment, death or Total and Permanent Disability (Disability with respect to Hourly Participants) in the one-year period ending on the Determination Date and, for all other events, the five-year period ending on the Determination Date. The Administrative Committee shall determine the present value of Accrued Benefits as of the most recent valuation date for computing minimum funding costs falling within the twelve month period ending on the Determination Date, whether or not the actuary performs a valuation that year, except as Code Section 416 and the Treasury Regulations require for the first and second Plan Year of the Plan. The Administrative Committee shall calculate the Top Heavy ratio, including the extent to which it must take into account distributions, rollovers, and transfers, in accordance with Code Section 416 and the Treasury Regulations thereunder.

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If the Employer maintains other qualified plans (including a simplified employee pension plan), the Plan is Top Heavy only if it is part of the Required Aggregation Group, and the Top Heavy ratio for both the Required Aggregation Group and the Permissive Aggregation Group exceeds sixty percent (60%). The Administrative Committee shall calculate the Top Heavy ratio in the same manner as required by the first paragraph of this Section, taking into account all plans within the Aggregation Group. To the extent the Administrative Committee must take into account distributions to a Participant, the Administrative Committee shall include distributions from a terminated plan that would have been part of the Required Aggregation Group if it were in existence on the Determination Date. The Administrative Committee shall calculate the Present Value of accrued benefits and the other amounts the Administrative Committee must take into account under qualified plans included within the group in accordance with the terms of those plans, Code Section 416 and the Treasury Regulations thereunder. If an aggregated plan does not have a valuation date coinciding with the Determination Date, the Administrative Committee shall value the accrued benefits or accounts in the aggregated plan as of the most recent valuation date falling within the twelve-month period ending on the Determination Date except as required by Code Section 416 and applicable Treasury Regulations. The Administrative Committee shall calculate the Top Heavy ratio with reference to the Determination Dates that fall within the same calendar year.

The accrued benefit of a Participant other than a Key Employee shall be determined under the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer; or if there is no such method, then as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Code Section 411(b)(1)(C).

For purposes of valuing Accrued Benefits under the Plan and accrued benefits under any other defined benefit plan taken into account in the Top Heavy ratio, the Administrative Committee shall use the actuarial assumptions stated in Section 1.3.

     1.60 “TRIP Plan” means the plan formerly known as the “Teleflex Incorporated Retirement Income Plan,” that was merged into the Plan effective January 1, 1998.

     1.61 “Trust” means the legal entity created by the trust agreement between the Sponsor and the Trustee, fixing the rights and liabilities with respect to controlling and managing the Fund for the purposes of the Plan.

     1.62 “Trustee” means the trustee or any successor trustee or trustees hereafter designated by the Board of Directors and named in the trust agreement or any amendment thereto.

ARTICLE II. PARTICIPATION.

The provisions of this Article II apply only with respect to Employees of an Employer who are eligible to become Salaried Participants. The eligibility and participation provisions applicable to other Employees are set forth in Appendix E, F, G, or H hereto.

     2.1 Participation.

          2.1.1 Prior to January 1, 2002, except as provided in Section 2.2, each eligible Employee shall become a Salaried Participant in the Plan as of the first day of the Plan Year coincident with or immediately following the day he is first credited with six months of

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Continuous Service and has reached age 20¹/2. Notwithstanding the foregoing, any eligible Employee who would have become a Salaried Participant in the Plan or in the TRIP Plan on a date prior to January 1, 1999 (the “Old Participation Date”) under the terms of the Plan or the TRIP Plan as in effect on December 31, 1997, but who would not become a Salaried Participant until January 1, 1999 under the terms of the Plan as in effect on January 1, 1998, shall become a Salaried Participant on the Old Participation Date.

Except as provided in Section 2.2, each eligible Employee whose initial date of hire is on or after January 1, 2004 but prior to January 1, 2006, shall become a Salaried Participant in the Plan as of the earlier of (i) the first day of January or (ii) the first day of July coincident with or immediately following the day he is first credited with six months of Continuous Service and has reached age 21. In no event will an Employee whose initial date of hire occurs on or after January 1, 2006, become a Salaried Participant in the Plan.

          2.1.2 Notwithstanding any provision of the Plan to the contrary, after January 31, 2004, no Employee of Weck Surgical employed at Research Triangle Park, North Carolina, no Salaried Exempt and no Salaried Non-Exempt Employee of TFX Medical employed at Jaffrey, New Hampshire, and no sales representative of Pilling Surgical employed at Horsham, Pennsylvania shall become a new Salaried Participant in the Plan.

     2.2 Ineligible Employees. The following Employees (individuals effective January 1, 2004) shall be ineligible to become a Salaried Participant in the Plan:

          2.2.1 An Employee who is employed by an entity that is not an Employer;

          2.2.2 An Employee of an Employer who does not work at the locations listed in Appendix A;

          2.2.3 Except as to an Employee at a location listed in Appendix A where hourly paid Employees are eligible to participate, an Employee other than individual who is employed by the Employer on a salaried basis or who is classified as a salaried Employee of the Employer;

          2.2.4 Effective January 1, 2004, an Employee who is a member of a unit of Employees as to which there is evidence that retirement benefits were the subject of good faith collective bargaining, unless a collective bargaining agreement covering those Employees provides for their participation in the Plan;

          2.2.5 An Employee who is a Leased Employees, defined as any person who is not an Employee and who provides services to the Employer if: (i) such services are provided pursuant to an agreement between the Employer and any other person or entity; (ii) such person has performed services for the Employer on a substantially full-time basis for a period of at least one year; and (iii) such services are performed under the primary direction or control of the Employer.

          2.2.6 An Employee who is a non-resident alien and who has no income from sources within the United States;

          2.2.7 An Individual who has been classified by an Employer as an independent contractor, notwithstanding a contrary determination by any court or governmental agency

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          2.2.8 Effective January 1, 2004, an individual who has been classified by an Employer as a per diem employee, intern or special project employee;

          2.2.9 Effective January 1, 2004, an Employee who is a member of a class of Employees who are excluded from participation in the Plan, as specified in Appendix A;

          2.2.10 Effective January 1, 2004, an Employee who has agreed in writing that he is not entitled to participate in the Plan;

          2.2.11 An Employee whose terms and conditions of employment do not provide for participation in or entitlement to benefits under the Plan; and

          2.2.12 An Employee whose initial date of hire is on or after January 1, 2006.

With the exception of the Employees listed in 2.2.12, the Administrative Committee shall interpret the list of persons who are ineligible to participate in the Plan, as set forth above, to comply with Code Section 410(a)(1).

     2.3 Time of Participation — Excluded Employees. An Employee whose initial date of hire is prior to January 1, 2006, and who otherwise would be eligible to be a Salaried Participant in the Plan, but is excluded because of the application of any provision of Section 2.2 (other than Section 2.2.12), shall become a Salaried Participant as of the first day of the month coincident with or next following the date upon which the applicable provision of Section 2.2 (other than Section 2.2.12) ceases to apply. A Salaried Participant who becomes subject to any provision of Section 2.2 (other than 2.2.12) shall cease to accrue Credited Service as of the last day of the month ending with or within which, any such provision becomes applicable.

     2.4 Reemployed Individuals. A Salaried Participant who is reemployed by a Participating Employer as an eligible Employee under Section 2.1 following a Break-in-Service shall again become entitled to participate in the Plan and accrue Credited Service (prior to December 31, 2008 or such later date required by applicable law) as of the first day of the month coincident with or next following the date he is reemployed. With respect to Participants other than Salaried Participants, the provisions regarding participation following reemployment are set forth in Appendix E, F, G, or H, as applicable.

ARTICLE III. AMOUNT OF RETIREMENT BENEFITS.

     3.1 Normal Retirement Benefits. A Salaried Participant who retires on his Normal Retirement Date shall be entitled to the greatest of (i) his Accrued Benefit calculated under Sections 3.1.1, 3.1.2, 3.1.3 and 3.1.4, (ii) the flat rate benefit calculated under Section 3.1.5, or (iii) the minimum benefit under Section 3.8. Notwithstanding the foregoing, a Salaried Participant who formerly participated in the TRIP Plan and who retires on or after his Normal Retirement Date shall be entitled to his Accrued Benefit as calculated under Section 3.1.6. Such benefit shall be payable in accordance with Article VI. The Normal Retirement Benefit of a Participant who is not a Salaried Participant shall be determined pursuant to the Appendix applicable to such Participant. Notwithstanding the preceding, except as otherwise provided in an Appendix or required by applicable law, no Participant shall accrue any additional benefit under the Plan after December 31, 2008.

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          3.1.1 Participation Before July 1, 1982. The Accrued Benefit for each year of participation before July 1, 1982 shall equal the sum of the amounts determined under Sections 3.1.1.1 and 3.1.1.2 below:

     3.1.1.1 In the case of a Salaried Participant who was a Salaried Participant on July 1, 1979 and who made contributions to the Plan for the month of June 1979, a past service Accrued Benefit equal to the product of (A) and (B) below, where:

     (A) is the Salaried Participant’s Credited Service on July 1, 1979, and

     (B) is the sum of (i) and (ii):

     (i) 1% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year beginning July 1, 1979, and

     (ii) 1% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year beginning July 1, 1979 that is in excess of $550, if any; provided, however, that if the Salaried Participant’s Monthly Plan Compensation averaged over the five years immediately preceding the date of his Severance from Employment is less than his Monthly Plan Compensation for the Plan Year beginning July 1, 1979, such average shall be used in determining this portion of the Participant’s Accrued Benefit; and

     3.1.1.2 A monthly pension for each Plan Year beginning with July 1, 1979 and ending on June 30, 1982, where the monthly pension for each such year shall be determined as the product of (A) and (B) below:

     (A) 4.16667%, and

     (B) the contributions made by the Salaried Participant for each such Plan Year.

          3.1.2 Participation After June 30, 1982 and Before July 1, 1989. The Accrued Benefit for each year of participation after June 30, 1982 and before July 1, 1989 shall equal the product of (A) and (B) below, where:

     (A) is the Salaried Participant’s Credited Service for each such Plan Year, and

     (B) is the sum of:

     (i) 1% of the Salaried Participant’s Monthly Plan Compensation for each such Plan Year, and

     (ii) 1% of the Salaried Participant’s Monthly Plan Compensation for each such Plan Year that is in excess of $550, if any.

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          3.1.3 Participation After June 30, 1989 and Before January 1, 1998. The Accrued Benefit for each year of participation after June 30, 1989 and before January 1, 1998 (including the short Plan Year from July 1, 1997 through December 31, 1997) shall equal the amount determined under Section 3.1.3.1 or the amount determined under Section 3.1.3.2 below, whichever is applicable, multiplied by a fraction, the numerator of which is the number of months the Salaried Participant was an Employee eligible to accrue Credited Service and the denominator of which is 12:

     3.1.3.1 In the case of a Salaried Participant whose Credited Service at the beginning of any such Plan Year is less than 35 years, an Accrued Benefit equal to the sum of (A) and (B) below:

     (A) 1.375% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year up to $880, and

     (B) 2.000% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year in excess of’ $880, if any.

     3.1.3.2 In the case of a Salaried Participant whose Credited Service at the beginning of any such Plan Year is equal to 35 years or more, an Accrued Benefit equal to 1.833% of such Salaried Participant’s Monthly Plan Compensation for the Plan Year.

         3.1.4 Participation After December 31, 1997. The Accrued Benefit of a Salaried Participant for each year of participation beginning after December 31, 1997 shall equal the amount determined under Section 3.1.4.1 or the amount determined under Section 3.1.4.2 below, whichever is applicable, multiplied by a fraction, the numerator of which is the number of months the Salaried Participant was an Employee eligible to accrue Credited Service and the denominator of which is 12:

     3.1.4.1 In the case of a Salaried Participant whose Credited Service at the beginning of any such Plan Year is less than 35 years, an Accrued Benefit equal to the sum of (A) and (B) below:

     (A) 1.375% of the Salaried Participant’s Monthly Plan Compensation for the prior Plan Year up to one-twelfth of the Appropriate Integration Level, and

     (B) 2.000% of the Salaried Participant’s Monthly Plan Compensation for the prior Plan Year in excess of one-twelfth of the Appropriate Integration Level, if any.

     3.1.4.2 In the case of a Salaried Participant whose Credited Service at the beginning of any such Plan Year is equal to 35 years or more, an Accrued Benefit equal to 1.8333% of such Salaried Participant’s Monthly Plan Compensation for the prior Plan Year.

For purposes of this Section 3.1.4, the Appropriate Integration Level for a Salaried Participant who is a Pre-1998 Employee shall be as set forth in Appendix C. The Appropriate Integration Level for all other Salaried Participants shall be as set forth in Appendix D.

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          3.1.5 Flat Rate Benefit. In no event shall the Accrued Benefit of a Salaried Participant who retires at a Normal Retirement Date or a Late Retirement Date be less than $12.00 multiplied by the Salaried Participant’s years of Credited Service on such date.

          3.1.6 TRIP Plan Participants.

     3.1.6.1 The Accrued Benefit of a Salaried Participant who formerly participated in the TRIP Plan and who was employed on December 31, 1997 by Mal Tool & Engineering, Cepco, Inc. or STS/Klock shall be the greatest of (i) the sum of the Salaried Participant’s accrued benefit under the TRIP Plan as of December 31, 1997 and the Salaried Participant’s Accrued Benefit calculated under Section 3.1.4, (ii) the flat rate benefit calculated under Section 3.1.5, or (iii) the TRIP Plan Benefit calculated under Section 3.1.6.3 below. Such a Salaried Participant’s credited service under the TRIP Plan shall not count as Credited Service under this Plan for purposes of Section 3.1.1, Section 3.1.2 or Section 3.1.3.

     3.1.6.2 The Accrued Benefit of a Salaried Participant who formerly participated in the TRIP Plan who was employed on December 31, 1997 by Weck Closure Systems or Pilling-Weck Surgical Instruments shall be the greater of (i) the sum of the Salaried Participant’s accrued benefit under the TRIP Plan as of December 31, 1997 and the Salaried Participant’s accrued benefit calculated under Section 3.1.4, or (ii) the flat rate benefit calculated under Section 3.1.5. Such a Salaried Participant’s credited service under the TRIP Plan shall not count as Credited Service under this Plan for purposes of Section 3.1.1, Section 3.1.2 or Section 3.1.3.

     3.1.6.3 A Salaried Participant’s TRIP Plan Benefit shall equal the sum of the amounts determined under (A) and (B) below, subject to (C) and (D) below:

     (A) 1.05% of the lesser of the Salaried Participant’s Average Monthly Compensation or one-twelfth of his Covered Compensation determined on the date of his Severance from Employment, multiplied by his Credited Service to a maximum of 40 years; and

     (B) 1.5% of the excess, if any, of the Salaried Participant’s Average Monthly Compensation over one-twelfth of his Covered Compensation determined on his date of his Severance from Employment, multiplied by his Credited Service to a maximum of 40 years.

     (C) For a Participant with compensation for a plan year prior to June 30, 1994 in excess of $150,000, in no event shall such Salaried Participant’s benefit determined according to (A) and (B) above be less than the sum of: (i) the Salaried Participant’s accrued benefit on June 30, 1994 frozen in accordance with Treasury Regulations Section 1.401(a)(4)-13; and (ii) the Salaried Participant’s accrued benefit determined using the benefit formula applicable on or after July 1, 1994 with respect to Credited Service earned on or after July 1, 1994.

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     (D) In no event shall a Salaried Participant’s benefit determined according to (A) and (B) above be less than the Salaried Participant’s accrued benefit as of July 31, 1989 (June 30, 1989 for employees who met the description in Code Section 414(q)(1)(B) as of June 30, 1989) under Section 5.1 of the TRIP Plan in effect on July 31, 1989.

          3.1.7 Notwithstanding any provision of the Plan to the contrary, the following individuals shall receive no additional Credited Service for benefit accrual purposes for any period of employment after January 31, 2004:

     3.1.7.1 Employees of Weck Surgical employed at Research Triangle Park, North Carolina;

     3.1.7.2 Salaried Exempt and Salaried Non-Exempt Employees of TFX Medical employed at Jaffrey, New Hampshire; and

     3.1.7.3 Sales Representatives of Pilling Surgical employed at Horsham, Pennsylvania (formerly Fort Washington, Pennsylvania) who were hired after December 23, 1993 and before March 28, 1997.

          3.1.8 Notwithstanding any provision of the Plan to the contrary, except as otherwise provided in an Appendix or required by applicable law, no individuals shall receive additional Credited Service for benefit accrual purposes for any period of employment after December 31, 2008.

     3.2 Late Retirement Benefits. A Salaried Participant who retires after June 30, 1989 on his Late Retirement Date shall be entitled to his Accrued Benefit calculated to his Late Retirement Date, as determined under Section 3.1. The Late Retirement Benefit of a Participant who is not a Salaried Participant, if any, shall be determined pursuant to the Appendix applicable to such Participant.

     3.3 Early Retirement Benefit.

          3.3.1 General Rule. The Early Retirement Benefit payable to a Salaried Participant who retires on an Early Retirement Date shall equal his Accrued Benefit, based on the Salaried Participant’s Credited Service at his Early Retirement Date. At the Salaried Participant’s option such retirement benefit shall be payable either beginning on his Normal Retirement Date without reduction, or beginning as of an Annuity Starting Date coincident with or subsequent to his Early Retirement Date. In the event the Salaried Participant elects to have payments begin before his Normal Retirement Date, the rate of the payments shall be reduced by 5/9 of 1% for each month by which his Annuity Starting Date precedes his Normal Retirement Date. The Early Retirement Benefit of a Participant who is not a Salaried Participant, if any, shall be determined pursuant to the Appendix applicable to such Participant.

          3.3.2 Weck TRIP Plan Participants. Notwithstanding Section 3.3.1, a Salaried Participant who was employed by Weck Closure Systems or Pilling-Weck Surgical Instruments and was a participant in the TRIP Plan on December 31, 1997 and who retires after attaining age 55 and being credited with 10 years of Continuous Service, may irrevocably elect to have his benefit payments begin as of the first day of any month after his retirement date and before attaining age 60. Such benefit payment shall be based on the Salaried Participant’s Accrued Benefit under the TRIP Plan as of December 31, 1997, reduced by .35% for each month that

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the Salaried Participant’s Annuity Starting Date precedes his Normal Retirement Date. Once a Salaried Participant making such an election attains age 60, his benefit payments will be based on the greater of (a) the amount described in the preceding sentence, and (b) the amount the Salaried Participant would have been entitled to under Section 3.3.1 had his benefit commenced at age 60. If a Salaried Participant entitled to elect the commencement of payments prior to age 60 under this Section 3.3.2 does not make such an election, but does elect to have payments begin between age 60 and his Normal Retirement Date, his benefit payments will be based on the greater of (a) the Salaried Participant’s Accrued Benefit under the TRIP Plan as of December 31, 1997, reduced by .35% for each month that the Salaried Participant’s Annuity Starting Date precedes his Normal Retirement Date, and (b) the amount the Salaried Participant is entitled to under Section 3.3.1.

          3.3.3 Mal Tool TRIP Plan Participants. Notwithstanding Section 3.3.1, a Salaried Participant who was employed by Mal Tool & Engineering, Cepco, Inc. or STS/Klock and was a participant in the TRIP Plan on December 31, 1997 and who retires after attaining age 55 and being credited with 10 Years of Continuous Service, may irrevocably elect to have his benefit payments begin as of the first day of any month after his retirement date and before attaining age 60. Such benefit payments shall be based on the Salaried Participant’s TRIP Plan Benefit, as calculated under Section 3.1.6.3, reduced by .35% for each month that the Salaried Participant’s Annuity Starting Date precedes his Normal Retirement Date. Once a Salaried Participant making such an election attains age 60, his benefit payments will be based on the greater of (a) the amount described in the preceding sentence, or (b) the amount the Salaried Participant would have been entitled to under Section 3.3.1 had his benefit commenced at age 60. If a Salaried Participant entitled to elect the commencement of payments prior to age 60 under this Section 3.3.3 does not make such an election, but does elect to have payments begin between age 60 and his Normal Retirement Date, his benefit payments will be based on the greater of (a) the Salaried Participant’s TRIP Plan Benefit, as calculated under Section 3.1.6.3, reduced by .35% for each month that the Salaried Participant’s Annuity Starting Date precedes his Normal Retirement Date, and (b) the amount the Salaried Participant is entitled to under Section 3.3.1.

     3.4 Disability Retirement Benefit.

          3.4.1 The Disability Retirement Benefit payable to a Salaried Participant who experiences a Severance from Employment due to a Total and Permanent Disability before his Normal Retirement Date, but after he has been credited with two or more years of Credited Service, is a benefit beginning on his Normal Retirement Date equal to the Accrued Benefit the Salaried Participant would have received had he remained employed by the Participating Employer during such time as he is Totally and Permanently Disabled. For purposes of computing a Salaried Participant’s Accrued Benefit under this Section 3.4.1, he shall receive credit for Continuous Service and Credited Service for the period of his Total and Permanent Disability and it shall be assumed that such Salaried Participant’s Monthly Plan Compensation during his period of Total and Permanent Disability is that in effect immediately before the beginning of the Total and Permanent Disability. Such benefit shall be payable in accordance with Article VI. In the event such Salaried Participant (a) ceases to have a Total and Permanent Disability before his Normal Retirement Date and is not thereafter reemployed by the Participating Employer, (b) dies before his Normal Retirement Date, or (c) elects to begin receiving an Early Retirement Benefit, the Salaried Participant’s Continuous Service and Credited Service shall be determined as of the date such Salaried Participant ceases to be disabled, dies or begins to receive his Early Retirement Benefit, and his further benefit entitlement, if any, shall be based upon such Continuous Service and Credited Service. The

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Disability Retirement Benefit of a Participant who is not a Salaried Participant, if any, shall be determined pursuant to the Appendix applicable to such Participant.

          3.4.2 In lieu of the benefit accrual under Section 3.4.1, a Salaried Participant who experiences a Severance from Employment due to a Total and Permanent Disability before Normal Retirement Date, but after he has been credited with 10 or more years of Continuous Service, may elect to receive a reduced benefit beginning on the first day of any month following the month in which he reaches age 60, if he is then disabled. For purposes of computing a Salaried Participant’s Accrued Benefit under this Section 3.4.2, he shall receive credit for Continuous Service and Credited Service for the period of his Total and Permanent Disability up to the month payment of the reduced benefit begins, and it shall be assumed that such Salaried Participant’s Monthly Plan Compensation during his period of Total and Permanent Disability is that in effect immediately before the beginning of the Total and Permanent Disability. Such benefit shall be payable in accordance with Article VI. In the event such Salaried Participant ceases to be disabled before his Annuity Starting Date and is not thereafter reemployed by the Participating Employer, or dies or elects to begin receiving an Early Retirement Benefit, the Salaried Participant’s Continuous Service and Credited Service shall be determined as of the date such Salaried Participant ceases to be disabled, dies or begins to receive his Early Retirement Benefit, and his further benefit entitlement, if any, shall be based upon such Continuous Service and Credited Service. If a Salaried Participant receiving benefit payments hereunder ceases to be disabled before his Normal Retirement Date and is not thereafter reemployed by the Participating Employer, such Salaried Participant’s Continuous Service and Credited Service shall be determined as of the one year anniversary of the date of the Salaried Participant’s last benefit payment hereunder. In addition, such Salaried Participant’s benefit payments hereunder shall be discontinued until he again qualifies for a benefit and his retirement benefit, if any, shall be adjusted in accordance with Section 6.8, if he again becomes an eligible Employee.

     3.5 Vested Deferred Retirement Benefit. A Salaried Participant who experiences a Severance from Employment before his Normal Retirement Date for any reason other than early retirement, death or Total and Permanent Disability, and who has not been credited with 10 years of Continuous Service, shall be entitled to begin receiving payment of his Accrued Benefit at his Normal Retirement Date. A Salaried Participant who experiences a Severance from Employment before his Normal Retirement Date for any reason other than early retirement, death or Total and Permanent Disability, and who has been credited with 10 or more years of Continuous Service, shall be entitled to a benefit equal to the amount determined under Section 3.5.1 or Section 3.5.2, as the Salaried Participant shall elect. Vested terminated Salaried Participants who were participants in the TRIP Plan on December 31, 1997 shall also be entitled to elect benefit payments as provided in Section 3.5.3 or 3.5.4, as applicable. Any benefit under this Section 3.5 shall be paid in accordance with Article VI. The Vested Deferred Retirement Benefit of a Participant who is not a Salaried Participant, if any, shall be determined pursuant to the Appendix applicable to such Participant.

          3.5.1 The Salaried Participant’s Accrued Benefit, beginning on the first day of any month following the month in which he reaches age 60, reduced as provided in Section 3.3.1, or

          3.5.2 A lump sum payment equal to the amount of such Salaried Participant’s Accumulated Contributions on the date of his Severance from Employment, plus a net remaining monthly benefit beginning on the first day of any month following the month in which he reaches age 60, as the Salaried Participant elects. The amount of such net remaining

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monthly benefit shall be the excess, if any, of the amount determined under Section 3.5.2.1 below, over the amount determined under Section 3.5.2.2 below, with such excess multiplied by the percentage determined under Section 3.5.2.3 below:

     3.5.2.1 The Salaried Participant’s Accrued Benefit on the date of his Severance from Employment.

     3.5.2.2 The pension value of the Salaried Participant’s Accumulated Contributions, which shall be the continued product of (i), (ii) and (iii) below:

     (i) The Salaried Participant’s Accumulated Contributions as of the last day of the Plan Year in which his Severance from Employment occurs, accrued to the Salaried Participant’s Normal Retirement Date at 5% interest, per year, compounded annually.

     (ii) The interest rate prescribed in Section 1.3.

     (iii) 1/12.

     3.5.2.3 100% minus 5/9 of 1% for each month by which the start of the net remaining monthly benefit precedes the Salaried Participant’s Normal Retirement Date.

          3.5.3 Weck TRIP Plan Participants. A vested terminated or retired Salaried Participant who was employed by Weck Closure Systems or Pilling-Weck Surgical Instruments and was a participant in the TRIP Plan on December 31, 1997, may irrevocably elect to have his benefit payments begin as of the first day of any month after he has attained age 55 and before his Normal Retirement Date. Such benefit payment shall be based on the Salaried Participant’s Accrued Benefit under the TRIP Plan as of December 31, 1997, reduced for commencement prior to his Normal Retirement Date in accordance with the actuarial factors used under the TRIP Plan at December 31, 1997, as described in Appendix B. If such a Salaried Participant has been credited with 10 years of Continuous Service and elects to have payments commence before he attains age 60, upon his attainment of age 60 his benefit payments will be based on the greater of (a) the amount described in the preceding sentence, and (b) the amount the Salaried Participant would have been entitled to under Section 3.5.1 or Section 3.5.2 had his benefit commenced at age 60. If such a Salaried Participant has been credited with 10 years of Continuous Service and elects to have payments commence on or after he attains age 60 and before his Normal Retirement Date, his benefit payments will be based on the greater of (a) the Salaried Participant’s Accrued Benefit under the TRIP Plan as of December 31, 1997, reduced for commencement prior to his Normal Retirement Date in accordance with the actuarial factors used under the TRIP Plan at December 31, 1997, as described in Appendix B, and (b) the amount the Salaried Participant is entitled to under Section 3.5.1 or Section 3.5.2.

          3.5.4 Mal Tool TRIP Plan Participants. A vested terminated or retired Salaried Participant who was employed by Mal Tool & Engineering, Cepco, Inc. or STS/Klock and was a participant in the TRIP Plan on December 31, 1997, may irrevocably elect to have his benefit payments begin as of the first day of any month after he has attained age 55 and before his Normal Retirement Date. Such benefit payment shall be based on the Salaried Participant’s TRIP Plan Benefit, as calculated under Section 3.1.6.3, reduced for commencement prior to his Normal Retirement Date in accordance with the actuarial factors used under the TRIP Plan at

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December 31, 1997, as described in Appendix B. If such a Salaried Participant has been credited with 10 years of Continuous Service and elects to have payments commence before he attains age 60, upon his attainment of age 60 his benefit payments will be based on the greater of (a) the amount described in the preceding sentence, and (b) the amount the Salaried Participant would have been entitled to under Section 3.5.1 or Section 3.5.2 had his benefit commenced at age 60. If such a Salaried Participant has been credited with 10 years of Continuous Service and elects to have payments commence on or after he attains age 60 and before his Normal Retirement Date, his benefit payments will be based on the greater of (a) the Salaried Participant’s TRIP Plan Benefit, as calculated under Section 3.1.6.3, reduced for commencement prior to his Normal Retirement Date in accordance with the actuarial factors used under the TRIP Plan at December 31, 1997, as described in Appendix B, and (b) the amount the Salaried Participant is entitled to under Section 3.5.1 or Section 3.5.2.

     3.6 Return of Accumulated Contributions. An individual who was a Salaried Participant in the Plan on June 30, 1982 and who experiences a Severance from Employment before his Normal Retirement Date for any reason other than death or Total and Permanent Disability before he has been credited with five years of Continuous Service shall be entitled to receive only the amount of his Accumulated Contributions in a lump sum within six months following such Severance from Employment.

     3.7 Restoration of Accrued Pension Benefit. If in connection with his Severance from Employment, a Salaried Participant receives a lump sum distribution of his Accumulated Contributions in accordance with Section 3.6, and such Salaried Participant later returns to employment with the Employer and again becomes eligible to participate in the Plan, he may repay the full amount of the lump sum distribution of his Accumulated Contributions he received at the earlier Severance from Employment, plus an amount equal to the interest rate in effect under the definition of “Accumulated Contributions” in Section 1.2, compounded annually from the date of the distribution to the date of the repayment. The Committee shall determine the period for repayment; provided that any such period shall not end earlier than the fifth anniversary of the Salaried Participant’s Break-in-Service, as described in Section 1.13. In such event, the Salaried Participant’s Continuous Service, Credited Service and Accrued Benefit, determined at the earlier Severance from Employment, shall be restored.

     3.8 Minimum Benefit. This Section applies to a Salaried Participant who has Accumulated Contributions under the Plan and who becomes eligible to elect an Early Retirement Date or reaches his Normal Retirement Date. Such Salaried Participant’s minimum benefit under the Plan shall be equal to the Salaried Participant’s Accumulated Contributions, minus the sum of amounts paid to such Salaried Participant, his surviving Spouse, or other Beneficiary under all other Sections of this Article III or Article V. The minimum benefit shall be paid to the Salaried Participant’s Beneficiary in accordance with Section 6.4.

     3.9 Transfer of Employment. Prior to January 1, 2009, upon the transfer of an ineligible Employee to a status such that the Employee is eligible to be a Salaried Participant in the Plan, the Employee shall be eligible to be a Salaried Participant in the Plan on the first day of the month coincident with or immediately following the date on which the Employee’s status changed.

     3.10 Preservation of Accrued Benefit. In no event shall the Accrued Benefit of a Salaried Participant who was a Salaried Participant in the Plan as of July 1, 1989 be less than the Accrued Benefit of such Salaried Participant under the Plan immediately before such date.

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ARTICLE IV. VESTING.

     4.1 Rate of Vesting — General Rule. A Salaried Participant shall have no vested interest in his Accrued Benefit until he has been credited with five years of Continuous Service, at which time he shall have a 100% vested interest in his Accrued Benefit. In any event, a Salaried Participant shall have a 100% vested interest in his Accrued Benefit upon reaching his Normal Retirement Age while employed by the Employer. The vesting provisions applicable to the Accrued Benefit of a Participant who is not a Salaried Participant shall be determined pursuant to the Appendix applicable to such Participant.

     4.2 Full Vesting in Accumulated Contributions. A Salaried Participant shall be 100% vested in his Accumulated Contributions at all times.

ARTICLE V. DEATH BENEFITS.

     5.1 Death of Vested Participant Before Annuity Starting Date. If a Salaried Participant having a vested interest in his Accrued Benefit, dies before his Annuity Starting Date, and such Salaried Participant is married on his date of death, except as otherwise provided in Section 6.9, his surviving Spouse shall receive a death benefit as provided in Section 5.2. The death benefit provisions applicable with respect to a Participant who is not a Salaried Participant shall be determined pursuant to the Appendix applicable to such Participant.

     5.2 Amount and Time of Payment of Vested Terminated Participant’s Death Benefit.

          5.2.1 The monthly death benefit payable under Section 5.1 to the Spouse of a Salaried Participant who dies before his first possible Annuity Starting Date shall be equal to the amount the Spouse would have received if the Salaried Participant had died the day after having begun to receive payments as of his first possible Annuity Starting Date having elected to receive his benefit in the form of a Qualified Joint and Survivor Annuity. Subject to the lump sum payment provisions of Section 6.7, the benefit shall be payable for the life of the Spouse beginning on the Spouse’s Annuity Starting Date under Section 1.6.3.

          5.2.2 The monthly death benefit payable under Section 5.1 to the Spouse of a Salaried Participant who dies on or after his first possible Annuity Starting Date shall be equal to the amount the Spouse would have received if the Salaried Participant had elected to receive his benefit in the form of a Qualified Joint and Survivor Annuity on the day before his death. Subject to the lump sum payment provisions of Section 6.7, the benefit shall be payable for the life of the Spouse beginning on the date of the Salaried Participant’s death.

     5.3 Death of Participant On or After Retirement Date.

          5.3.1 If upon the last to occur of (A) the death of a Salaried Participant who has failed to elect a benefit other than a Qualified Joint and Survivor Annuity form of benefit and who (i) retired on his Early Retirement Date, Normal Retirement Date or Late Retirement Date, (ii) experienced a Severance from Employment for reasons other than retirement, death or Total and Permanent Disability and who has been credited with 10 years of Continuous Service, or (iii) experienced a Severance from Employment for reasons other than retirement, death or Total and Permanent Disability and who has been credited with 10 years of Continuous Service and who receives a benefit under Section 3.4.2, or (B) the death of such Salaried Participant’s Spouse, the total of the benefit payments to the Salaried Participant and his Spouse are less

31

than the amount of such Salaried Participant’s Accumulated Contributions, the Beneficiary designated by the last to die of the Salaried Participant and his Spouse shall receive a benefit, in the form of a lump sum, equal to the Salaried Participant’s Accumulated Contributions reduced by the aggregate amount of the benefit payments to the Salaried Participant and his Spouse.

          5.3.2 If upon the death of a Salaried Participant who has elected the monthly payments for life form of benefit described in Section 6.2, and who (A) experienced a Severance from Employment on his Early Retirement Date, Normal Retirement Date or Late Retirement Date, (B) experienced a Severance from Employment for reasons other than retirement, death or Total and Permanent Disability and who has been credited with ten years of Continuous Service, or (C) experienced a Severance from Employment for reasons other than retirement, death or Total and Permanent Disability, and who has been credited with 10 years of Continuous Service and who receives a benefit under Section 3.4.2, the number of benefit payments to such Salaried Participant is less than 60, such Salaried Participant’s Beneficiary shall receive a benefit in the form of a lump sum, in an amount equal to the amount of such Salaried Participant’s benefit payments multiplied by 60 and reduced by the aggregate amount of such benefit payments to the Salaried Participant.

          5.3.3 If upon the death of a surviving Spouse receiving benefit payments pursuant to Section 5.1, the aggregate amount of such benefit payments is less than the amount of such Salaried Participant’s Accumulated Contributions on the date of his death, the Salaried Participant’s Beneficiary shall receive a benefit in the form of a lump sum, in an amount equal to such Salaried Participant’s Accumulated Contributions on the date of his death reduced by the aggregate amount of benefit payments to the Salaried Participant and Salaried Participant’s surviving Spouse.

     5.4 No Other Death Benefits. Except as provided in this Article V or in accordance with a form of benefit elected under Article VI, no death benefits shall be payable with respect to a Salaried Participant’s Accrued Benefit under the Plan.

ARTICLE VI. PAYMENT OF RETIREMENT BENEFITS.

     6.1 Annuity Payment Date. Any benefit due a Participant, surviving Spouse or other Beneficiary under this Article VI shall begin no later than 60 days following the close of the Plan Year in which occurs the latest of:

          6.1.1 the Participant’s Normal Retirement Date;

          6.1.2 the tenth anniversary of the year in which the Participant commenced participation in the Plan; or

          6.1.3 the Participant’s actual Severance from Employment,

unless the Participant, Spouse or other Beneficiary elects otherwise. Subject to Section 6.7 and Section 6.9, a Participant, Spouse or other Beneficiary may elect to have distribution made, or begin, later than a date specified in Section 6.1.1, 6.1.2, or 6.1.3 above.

     6.2 Normal Form of Retirement Benefit — Unmarried Salaried Participants. The normal form of retirement benefit for an unmarried Salaried Participant shall be an annuity for the life of the Salaried Participant continuing until the last payment due before his death (single

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life annuity with payments guaranteed for five years for a Pre-1998 Employee). Subject to the notice and election procedures of Section 6.6, such a Salaried Participant may elect an optional form of payment under Section 6.4. The normal form of benefit for an unmarried Participant who is not a Salaried Participant shall be determined pursuant to the Appendix applicable to such Participant.

     6.3 Normal Form of Retirement Benefit — Married Salaried Participants. The normal form of retirement benefit for a married Salaried Participant shall be a Qualified Joint and Survivor Annuity. Such a Salaried Participant may elect an optional form of benefit under Section 6.4. The Salaried Participant’s election of an optional form of benefit will be valid only if his Spouse consents to his election in writing, signed before a notary public, pursuant to the notice and election procedures set forth in Section 6.6. The normal form of benefit for a married Participant who is not a Salaried Participant shall be determined pursuant to the Appendix applicable to such Participant.

     6.4 Optional Forms of Retirement Benefit Payment. Subject to the notice and election procedures in Section 6.6, a Salaried Participant may elect one of the following forms of benefit payment in lieu of the normal form of benefit payment provided for in Section 6.2 or Section 6.3, each of which shall be the Actuarial Equivalent, as defined in Section 1.3, of the normal form of benefit payment for an unmarried Salaried Participant, as described in Section 6.2:

          6.4.1 An annuity for the life of the Salaried Participant;

          6.4.2 A joint and survivor annuity providing an annuity for the life of the Salaried Participant with either 50%, 66-2/3% or 100% of such benefit (as elected by the Salaried Participant) continuing after his death for the remaining lifetime of his Beneficiary; or

          6.4.3 An annuity for the life of the Salaried Participant, with payments to the Salaried Participant and his Beneficiary (or the estate of the last of the two to survive) guaranteed for a period of 5 or 10 years.

          6.4.4 For Plan Years beginning after December 31, 2007, a Salaried Participant may elect a “Qualified Optional Survivor Annuity”. A Qualified Optional Survivor Annuity is:

     6.4.4.1 A joint life annuity payable for the life of the Salaried Participant, with continuation of payments as a survivor annuity for the remaining life of a surviving Spouse at a rate of seventy-five percent (75%) of the rate payable during the Salaried Participant’s lifetime; and

     6.4.4.2 The Actuarial Equivalent of the normal form of benefit payment for an unmarried Salaried Participant, as described in Section 6.2.

If the Qualified Optional Survivor Annuity is not actuarially equivalent to the Qualified Joint and Survivor Annuity described in Section 6.3, spousal consent is required for a Salaried Participant to waive the Qualified Joint and Survivor Annuity and elect the Qualified Optional Survivor Annuity.

No benefit may be elected for a period extending beyond the life expectancy, on the Annuity Starting Date, of a Salaried Participant and his Beneficiary. In addition, the Actuarial Equivalent present value of the benefit payable to the Salaried Participant must be more than 50% of the

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Actuarial Equivalent present value of the benefit payable to him and his Beneficiary unless his Beneficiary is his Spouse.

The optional forms of benefit for a Participant who is not a Salaried Participant shall be determined pursuant to the Appendix applicable to such Participant.

     6.5 Special Optional Form of Retirement Benefit Payments for TRIP Plan Participants. A Salaried Participant who was a TRIP Plan participant may elect, subject to the notice and election procedures in Section 6.6, and in lieu of one of the normal forms of benefit and optional forms of benefit described above, the additional optional form of benefit described below, which shall be the actuarial equivalent (using the 1983 Group Annuity Mortality Tables for males, set back one year for retirees and five years for beneficiaries and an interest rate of 7 ¹/2%) of the normal form of benefit payment for an unmarried Salaried Participant, as described in Section 6.2:

          6.5.1 A retirement benefit payable for the life of the Salaried Participant, but in the event of the death of the Salaried Participant prior to the receipt of retirement benefits at least equal to the lump sum value of the Salaried Participant’s normal form of benefit, calculated in accordance with Section 1.3, the excess of the lump sum value over the retirement benefit received by the Salaried Participant shall be paid to the Salaried Participant’s Beneficiary.

     6.6 Election of Benefits — Notice and Election Procedures.

          6.6.1 Initial Notice and Election. Not earlier than 180 days (90 days for Plan Years beginning before January 1, 2007), but not later than 30 days (seven days if the 30-day period is waived by the Participant and the Participant’s Spouse, if applicable) before the Participant’s Annuity Starting Date, the Administrative Committee shall provide a notice to a Participant who is eligible to make a distribution election under the Plan. The notice shall describe the terms and conditions of the normal form of benefit (“qualified annuity” with respect to Hourly Participants) payable to him, explain the optional forms of benefit available under the Plan, including the eligibility conditions, material features and relative values of those options, explain the Participant’s right to make, and the effect of, an election to waive the normal form of benefit (“qualified annuity” with respect to Hourly Participants), explain the rights of the Participant’s Spouse (if the Participant is married), explain the Participant’s right to make, and the effect of, a revocation of a previous election to waive the normal form of benefit (“qualified annuity” with respect to Hourly Participants), and explain the Participant’s right to defer distribution until he attains the later of Normal Retirement Age or age 62 in a manner that would satisfy the notice requirements of Code Section 417(a)(3) and Treasury Regulations Section 1.417(a)-3. Notices given in Plan Years beginning after December 31, 2006, shall also include a description of how much larger benefits will be if the commencement of distribution is deferred. The notice shall advise the Participant that his benefit shall be paid in the normal form (“qualified annuity” with respect to Hourly Participants) unless within the election period before his Annuity Starting Date, he notifies the Administrative Committee of an election to receive a different form of benefit, and, if he is married:

     6.6.1.1 his Spouse (to whom the survivor annuity is payable under the Qualified Joint and Survivor Annuity) consents in writing to the waiver election;

     6.6.1.2 the Spouse’s consent acknowledges the effect of the waiver election and is witnessed by a notary public or the Administrative Committee (or its representative);

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     6.6.1.3 the Spouse consents to the alternate form of payment designated by the Participant or to any change in that designated form of payment;

     6.6.1.4 unless the Spouse is the Participant’s sole primary Beneficiary, the Spouse consents to the Participant’s Beneficiary designation or to any change in the Participant’s Beneficiary designation.

The Spouse’s consent to a waiver of the Qualified Joint and Survivor Annuity is irrevocable, unless the Participant revokes the waiver election. The Spouse may execute a blanket consent to any form of payment designation or to any Beneficiary designation made by the Participant, if the blanket consent acknowledges the Spouse’s right to limit that consent to a specific designation but, in writing, waives such right.

The Administrative Committee may accept as valid a waiver election which does not satisfy the spousal consent requirements of this Section if the Administrative Committee establishes the Participant does not have a Spouse, the Administrative Committee is not able to locate the Participant’s Spouse, or other circumstances exist under which the Secretary of the Treasury will excuse the consent requirement. If the Participant’s Spouse is legally incompetent to give consent, the Spouse’s legal guardian (even if the guardian is the Participant) may give consent. Also, if the Participant is legally separated or has been abandoned (within the meaning of local law) and the Participant has a court order to such effect, spousal consent is not required unless a qualified domestic relations order provides otherwise. Any consent necessary under this Section shall be valid only with respect to a Spouse who signs the consent, or, in the event of a deemed permissible election, the designated Spouse (if any). Additionally, a Participant may revoke a prior waiver without the consent of his Spouse at any time before the Annuity Starting Date. The number of revocations shall not be limited. Any new wavier or change of the terms of a specific consent shall require a new spousal consent

          6.6.2 Election Period; Extension of Election Period. A Participant’s election period under this Section 6.6 shall be the 180-day (90-day prior to January 1, 2007) period ending on his Annuity Starting Date. If, by not later than the day before his Annuity Starting Date, the Participant notifies the Administrative Committee in writing of an election not to take the Qualified Joint and Survivor Annuity, and his Spouse has consented to such election, his benefit shall be paid in the alternate form selected by the Participant. However, if by not later than the day before his Annuity Starting Date, the Participant requests the Administrative Committee to furnish him with additional information relating to the effect of the Qualified Joint and Survivor Annuity, the election period under this Section 6.6.2 shall be extended and his Annuity Starting Date shall be postponed to a date not later than 180 days (90 days prior to January 1, 2007) following the furnishing to him of the additional information.

The written explanation described in Section 6.6.1 of the Plan may be provided to the Participant after his Annuity Starting Date (as defined in Treasury Regulation Section 1.401(a)-20, Q&A-10). In such a case, the benefit election period must run for at least 30 days after the written explanation described in Section 6.6.1 is provided to the Participant, and the Participant’s actual benefit commencement date shall be after his Annuity Starting Date.

          6.6.3 Change of Election — Optional Form of Benefit. Any Participant electing an optional form of benefit may revoke such election and file a new election with the Administrative Committee at any time prior to the Participant’s Annuity Starting Date. Upon the Participant’s Annuity Starting Date, his election shall become irrevocable.

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     6.7 Payment of Small Benefits.

          6.7.1 Payment Before Annuity Starting Date. The Administrative Committee shall direct the Trustee to make a single payment to a Participant who is a former Employee, or a surviving Spouse of a vested Participant who died before his Annuity Starting Date, of the Actuarial Equivalent present value of the benefit payable to that Participant, surviving Spouse, or other Beneficiary before his applicable Annuity Starting Date if that Actuarial Equivalent present value does not exceed $5,000 without the consent of the Participant, surviving Spouse, or other Beneficiary. Such payment shall fully discharge all Plan liabilities with respect to such benefit.

Effective for distributions made on or after March 28, 2005, if a Participant experiences a Severance from Employment for any reason, and the Actuarial Equivalent present value of the Participant’s vested Accrued Benefit is $5,000 or less at the time of such Severance from Employment, the Administrative Committee shall direct the Trustee to distribute such benefit without the Participant’s consent as soon as administratively feasible as follows:

     6.7.1.1 If the Actuarial Equivalent present value of the Participant’s vested Accrued Benefit is $1,000 or less and the Participant does not make an affirmative election to have such amount paid directly to an “eligible retirement plan” in accordance with Section 6.10 of the Plan, such amount shall be paid directly to the Participant in a cash lump sum.

     6.7.1.2 If the Actuarial Equivalent present value of a Participant’s vested Accrued Benefit is more than $1,000 and does not exceed $5,000 and the Participant does not affirmatively elect to have such amount paid directly to him, or to an “eligible retirement plan” in accordance with Section 6.10 of the Plan, such amount shall be paid directly to an individual retirement account or annuity under Section 408 of the Code (an “IRA”) established for the Participant pursuant to a written agreement between the Administrative Committee and the provider of the IRA that meets the requirements of Section 401(a)(31) of the Code and the regulations thereunder. The Administrative Committee shall establish and maintain procedures to inform each Participant to whom this Section applies of the nature and operation of the IRA and the Participant’s investments therein, the fees and expenses associated with the operation of the IRA, and the terms of the written agreement establishing such IRA on behalf of the Participant.

     6.7.1.3 Notwithstanding Sections 6.7.1.1 and 6.7.1.2, the Administrative Committee shall direct the Trustee to make a cash lump sum payment to a surviving Spouse of a vested Participant who died before his Annuity Starting Date, of the Actuarial Equivalent present value of the benefit payable to that surviving Spouse or other Beneficiary before his applicable Annuity Starting Date, if that Actuarial Equivalent present value does not exceed $5,000, without the consent of the surviving Spouse or other Beneficiary. Such payment shall fully discharge all Plan liabilities with respect to such benefit.

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        6.7.2 Deemed Cash-Outs.

     6.7.2.1 Salaried Participants. If a Salaried Participant has a one year Break-in-Service and the Actuarial Equivalent present value of his vested Accrued Benefit is zero, the Participant shall be deemed to have received a distribution of such vested Accrued Benefit.

     6.7.2.2 Hourly Participants. An Hourly Participant who has no vested interest in his or her Accrued Benefit at the time of his Severance from Employment shall be deemed to receive a cash-out in the amount of $0 as of the date of such Severance from Employment.

     6.7.2.3 Arrow Salaried Participants. The deemed cash-out provisions in Section 6.4 of Appendix F apply to Arrow Salaried Participants.

     6.7.2.4 Arrow Hourly Participants. The deemed cash-out provisions in Section 6.3 of Appendix G apply to Arrow Hourly Participants.

     6.7.2.5 Arrow Berks Participants. The deemed cash-out provisions in Section 6.3 of Appendix H apply to Arrow Berks Participants.

        6.7.3 Disregard Prior Service. If a Participant receives a lump-sum distribution under Section 6.7.1 and is subsequently reemployed, his prior service shall be disregarded in any subsequent determination of his Accrued Benefit under the Plan, to the extent permissible under Section 411(a)(7) of the Code and Treasury Regulations thereunder. Notwithstanding the preceding sentence, if a nonvested Participant who receives a lump-sum distribution of $0 under Section 6.7.2 subsequently resumes employment with the Employer or a Related Employer before he has incurred five consecutive one-year Breaks in Service, his prior service shall not be disregarded in subsequent determinations of his Accrued Benefit.

     6.8 Continued Employment After Normal Retirement Date; Reemployed Participants. Any Salaried Participant who (a) continues in employment after his Normal Retirement Date, or (b) having experienced a Severance from Employment and begun to receive benefits hereunder, is subsequently reemployed as an Employee shall not be entitled to payment of benefits while so employed or reemployed. Prior to January 1, 2009, such a Salaried Participant shall be eligible to accumulate additional Credited Service. Upon retirement his benefit shall be recomputed based upon his aggregate Credited Service. In the case of a Salaried Participant who is reemployed, retirement benefit payments shall be redetermined as of the subsequent Severance from Employment in accordance with the form of benefit payment in effect prior to the Salaried Participant’s reemployment and adjusted to reflect the increase, if any, in benefits attributable to Credited Service after reemployment. The rules of this Section shall be applied consistent with the provisions of 29 CFR Section 2530.203-3 issued by the United States Department of Labor, which provisions are incorporated herein by reference. With respect to Participants other than Salaried Participants, the provisions regarding reemployment and suspension of benefits are set forth in Appendix E, F, G or H, as applicable.

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     6.9 Required Distributions — Code Section 401(a)(9).

          6.9.1 Minimum Distribution Requirements for Participants. The Administrative Committee may not direct the Trustee to distribute the Participant’s vested Accrued Benefit, nor may the Participant elect to have the Trustee distribute his vested Accrued Benefit, under a method of payment which, as of the Required Beginning Date, does not satisfy the minimum distribution requirements under Code Section 401(a)(9) and applicable proposed or final Treasury Regulations. With respect to distributions under the Plan made in calendar years beginning on or after January 1, 2002 and prior to January 1, 2006, the Plan will generally apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with F-3 and F-3A of Section 1.401(a)(9)-1 of the 1987 proposed Treasury Regulations, A-1 of Section 1.401(a)(9)-6 of the 2001 proposed Treasury Regulations, Section 1.401(a)(9)-6T of the temporary Treasury Regulations, or a reasonable and good faith interpretation of Code Section 401(a)(9), notwithstanding any provision of the Plan to the contrary. With respect to distributions under the Plan made in calendar years beginning on or after January 1, 2006, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the Treasury Regulations under Code Section 401(a)(9) that were finalized in June 2004, as set forth in this Section 6.9.

     6.9.1.1 Annuity Distributions. An annuity distribution made to the Participant pursuant to this Article VI or an Appendix hereto must satisfy all of the following requirements:

     6.9.1.1.1 The periodic payment intervals under the annuity may not be longer than one year.

     6.9.1.1.2 The distribution period must not exceed the life (or joint lives) of the Participant and his designated Beneficiary (as determined in accordance with the requirements of Code Section 401(a)(9) and applicable Treasury Regulations), or a period certain not longer than the period described in Section 6.9.1.6 or 6.9.2.

     6.9.1.1.3 The annuity does not recalculate the life expectancy of a Participant or Spouse more frequently than annually and does not recalculate the life expectancy of a non-Spouse Beneficiary.

     6.9.1.1.4 Once payments have begun over a period, the Participant or Beneficiary may not change the period, even if the period is shorter than the maximum period permitted under Code Section 401(a)(9), unless:

     6.9.1.1.4.1 the modification occurs when the Participant has had a Severance from Employment or in connection with a Plan termination;

     6.9.1.1.4.2 the payment period before the modification is a period certain without life contingencies; or

     6.9.1.1.4.3 the annuity payments after the modification are paid under a Qualified Joint and Survivor Annuity over the joint lives of the Participant and a designated Beneficiary, the

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Participant’s Spouse is the sole designated Beneficiary, and the modification occurs in connection with the Participant’s becoming married to such Spouse; and

          all of the following conditions are satisfied:

     6.9.1.1.4.4 the future payments after the modification satisfy the requirements of Code Section 401(a)(9), the Treasury Regulations under Code Section 401(a)(9), and this Section 6.9 (determined by treating the date of the change as a new Annuity Starting Date and the actuarial present value of the remaining payments prior to the modification as the entire interest of the Participant);

     6.9.1.1.4.5 for purposes of Code Sections 415 and 417, the modification is treated as a new Annuity Starting Date;

     6.9.1.1.4.6 after taking into account the modification, the annuity (including all past and future payments) satisfies the requirements of Code Section 415 (determined at the original Annuity Starting Date, using the interest rate and mortality tables applicable to such date); and

     6.9.1.1.4.7 the end point of the period certain, if any, for any modified payment period is not later than the end point available to the Participant at the original Annuity Starting Date under Code Section 401(a)(9) and this Section 6.9.

     6.9.1.1.5 The payments are nonincreasing or increase only as follows:

     6.9.1.1.5.1 by an annual percentage increase that does not exceed the percentage increase in an index described in Treasury Regulations Section 1.401(a)(9)-6(A-14)(b)(2), (b)(3), or (b)(4) (an “Eligible Cost-of-Living Index”) for a 12-month period ending in the year during which the increase occurs or a prior year;

     6.9.1.1.5.2 by a percentage increase that occurs at specified times and does not exceed the cumulative total of annual percentage increases in an Eligible Cost-of-Living Index since the Annuity Starting Date, or if later, the date of the most recent percentage increase;

     6.9.1.1.5.3 by a constant percentage of less than 5% per year, applied not less frequently than annually;

     6.9.1.1.5.4 as a result of dividend or other payments that result from actuarial gains, provided:

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     (A) actuarial gain is measured not less frequently than annually;

     (B) the resulting dividend or other payments are either paid no later than the year following the year for which the actuarial experience is measured or paid in the same form as the payment of the annuity over the remaining period of the annuity (beginning no later than the year following the year for which the actuarial experience is measured);

     (C) the actuarial gain taken into account is limited to actuarial gain from investment experience;

     (D) the assumed interest rate used to calculate such actuarial gains is not less than 3%; and

     (E) the annuity payments are not increased by a constant percentage as described in Section 6.9.1.1.5.3;

     6.9.1.1.5.5 to the extent of the reduction in the amount of the Participant’s payments to provide for a survivor benefit upon death, but only if there is no longer a survivor benefit because the Beneficiary whose life was being used to determine the distribution period dies or is no longer the Participant’s Beneficiary pursuant to a qualified domestic relations order within the meaning of Code Section 414(p);

     6.9.1.1.5.6 to provide a final payment upon the Participant’s death not greater than the excess of the actuarial present value of the Participant’s Accrued Benefit (within the meaning of Code Section 411(a)(7)) calculated as of the Annuity Starting Date using the Applicable Interest Rate and the Applicable Mortality Table (or, if greater, the total amount of Employee contributions) over the total payments before the Participant’s death;

     6.9.1.1.5.7 to allow a Beneficiary to convert the survivor portion of a joint and survivor annuity into a single sum distribution upon the Participant’s death; or

     6.9.1.1.5.8 to pay increased benefits that result from a Plan amendment.

     6.9.1.2 Limitation on Distribution Periods. As of the first Distribution Calendar Year, distributions to a Participant, if not made in a single sum, may be made only over one of the following periods:

     6.9.1.2.1 the life of the Participant;

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     6.9.1.2.2 the joint lives of the Participant and a designated Beneficiary;

     6.9.1.2.3 a period certain not extending beyond the life expectancy of the Participant; or

     6.9.1.2.4 a period certain not extending beyond the joint life and last survivor expectancy of the Participant and a designated Beneficiary.

A “Distribution Calendar Year” is a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Section 6.9.2.2 or 6.9.2.3.

     6.9.1.3 Form of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections 6.9.1.1, 6.9.1.4, 6.9.1.5, 6.9.1.6, or 6.9.2. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and Section 1.401(a)(9) of the Treasury Regulations. Any part of the Participant’s interest which is in the form of an individual account described in Code Section 414(k) will be distributed in a manner satisfying the requirements of Code Section 401(a)(9) and Section 1.401(a)(9) of the Treasury Regulations that apply to individual accounts.

     6.9.1.4 Amount Required to be Distributed by Required Beginning Date. The amount that must be distributed by the Participant’s Required Beginning Date (or, if the Participant dies before distributions begin, the date distributions are required to begin under Section 6.9.2.2 or 6.9.2.3) is the payment for one payment interval. The second payment need not be made until the end of the next payment interval, even if the second payment interval occurs in the calendar year following the year in which the Required Beginning Date occurs. Payment intervals are the periods for which payments are received under the annuity, e.g., bi-monthly, monthly, semi-annually, or annually. All of the Participant’s benefit accruals as of the last day of the first Distribution Calendar Year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant’s Required Beginning Date.

     6.9.1.5 Additional Accruals. Any additional benefits accruing to the Participant in a calendar year after the first Distribution Calendar Year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues. The Annuity Starting Date and form of distribution commenced by the Required Beginning Date applies to the distribution of these additional accruals, unless the Participant elects otherwise pursuant to the benefit options described in Section

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6.4, and that election otherwise complies with the minimum distribution requirements of this Section 6.9.1. An additional accrual includes any portion of the Participant’s Accrued Benefit which becomes nonforfeitable during the applicable calendar year.

     6.9.1.6 Period Certain Annuities. Unless the Participant’s Spouse is the sole designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant’s lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Treasury Regulations Section 1.401(a)(9)-9, Q&A-2, for the calendar year that contains the Annuity Starting Date. If the Annuity Starting Date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in Treasury Regulations Section 1.401(a)(9)-9, Q&A-2, plus the excess of 70 over the age of the Participant as of the Participant’s birthday in the year that contains the Annuity Starting Date. If the Participant’s Spouse is the Participant’s sole designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Participant’s applicable distribution period, as determined under this Section 6.9.1.6, or the joint life and last survivor expectancy of the Participant and the Participant’s Spouse as determined under the Joint and Last Survivor Table set forth in Treasury Regulations Section 1.401(a)(9)-9, Q&A-3, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the calendar year that contains the Annuity Starting Date.

     6.9.1.7 Nonannuity Distributions. A lump sum distribution made on or before a Participant’s Required Beginning Date of his entire nonforfeitable Accrued Benefit under the Plan satisfies the minimum distribution requirements of this Section 6.9.1. Furthermore, a lump sum payment of additional accruals, as described in Section 6.9.1.3, no later than the end of the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues, satisfies the minimum distribution requirements of this Section 6.9.1.

          6.9.2 Minimum Distribution Requirements For Death Benefits Payable to Beneficiaries. The method of distribution to the Participant’s Beneficiary must satisfy Code Section 401(a)(9) and the applicable Treasury Regulations.

     6.9.2.1 If the Participant dies after distribution of his interest begins in the form of an annuity meeting the requirements of this Section 6.9, the remaining portion of the Participant’s interest will continue to be distributed over the remaining period over which distributions commenced, if any.

     6.9.2.2 If the Participant dies before the date distribution of his interest begins and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest, if any, will be distributed within 5 years after the date of the Participant’s death (with payment completed by December 31 of the calendar year in which occurs the 5th anniversary of the Participant’s date of death) (the “5-Year Rule”).

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     6.9.2.3 If the Participant dies before the date distribution of his interest begins and there is a designated Beneficiary, unless the Participant or Beneficiary elects the 5-Year Rule, the Participant’s entire interest will be distributed, or will begin to be distributed, no later than as follows:

     6.9.2.3.1 If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, distributions to the surviving Spouse will begin by December 31 of the later of the calendar year immediately following the calendar year in which the Participant died or the calendar year in which the Participant would have attained age 70¹/2.

     6.9.2.3.2 If the Participant’s surviving Spouse is not the Participant’s sole designated Beneficiary, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

The Participant’s entire interest will be distributed over the life of the designated Beneficiary or over a period certain not exceeding:

     6.9.2.3.3 If the Annuity Starting Date is after the first Distribution Calendar Year, the life expectancy of the designated Beneficiary determined using the Beneficiary’s age as of the Beneficiary’s birthday in the calendar year immediately following the calendar year of the Participant’s death; or

     6.9.2.3.4 If the Annuity Starting Date is before the first Distribution Calendar Year, the life expectancy of the designated Beneficiary determined using the Beneficiary’s age as of the Beneficiary’s birthday in the calendar year that contains the Annuity Starting Date.

In order for a Participant or Beneficiary to elect the 5-Year Rule instead of the life expectancy rule set forth in this Section 6.9.2.3, the election must be made no later than the earlier of September 30 of the calendar year in which distributions would be required to begin under 6.9.2.3.3 or 6.9.2.3.4, or by September 30 of the calendar year which contains the 5^th anniversary or the Participant’s (or, if applicable, surviving Spouse’s) death.

     6.9.2.4 If the Participant dies before the date distribution of his interest begins, the Participant’s surviving Spouse is his sole designated Beneficiary, and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse are required to begin, Sections 6.9.2.2 and 6.9.2.3 shall apply as if the surviving Spouse were the Participant, except that the provision permitting distributions to a surviving Spouse who is the sole designated Beneficiary to begin by the December 31 of the calendar year in which the Participant would have attained age 70¹/2 (if later than the December 31 of the calendar year immediately following the calendar year in which the Participant’s death occurred) does not apply.

     6.9.2.5 For purposes of computing life expectancy, the Administrative Committee must use the Single Life Table in Treasury Regulations Section 1.401(a)(9)-9, Q&A-1.

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          6.9.3 Special Rules. The Administrative Committee, only upon the Participant’s written request or, in the case of a distribution described in Section 6.9.2, only upon the written request of the Participant’s Spouse, may recalculate the applicable life expectancy period for purposes of calculating the minimum distribution applicable to a Distribution Calendar Year following the first Distribution Calendar Year. The Participant must make a recalculation election not later than his Required Beginning Date. A surviving Spouse must make a recalculation election no later than the December 31 date described in 6.9.2.3.1. A recalculation election applicable to a joint life expectancy payment, where the survivor is a non-Spouse Beneficiary, may not take into account any adjustment to any life expectancy other than the Participant’s life expectancy, as prescribed by applicable Treasury Regulations under Code Section 401(a)(9). In the absence of a recalculation election, the Plan does not permit recalculation of the applicable life expectancy factor.

          6.9.4 Payments to a Surviving Child. Payments made to a Participant’s surviving child until the child reaches the age of majority (or dies, if earlier) shall be treated as if such payments were made to the surviving Spouse to the extent the payments become payable to the surviving Spouse upon cessation of the payments to the child. For purposes of this Section, a child shall be treated as having not reached the age of majority if the child has not completed a specified course of education and is under the age of 26. In addition, a child who is disabled within the meaning of Code Section 72(m)(7) when the child reaches the age of majority shall be treated as having not reached the age of majority so long as the child continues to be disabled.

     6.10 Eligible Rollover Distributions.

          6.10.1 Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Article, a Distributee may elect, at the time and in the manner prescribed by the Administrative Committee, to have any portion of an Eligible Rollover Distribution (but not less than $500) paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The Administrative Committee may establish rules and procedures governing the processing of Direct Rollovers and limiting the amount or number of such Direct Rollovers in accordance with applicable Treasury Regulations. Distributions not transferred to an Eligible Retirement Plan in a Direct Rollover shall be subject to income tax withholding as provided under the Code and applicable state and local laws, if any. If a Participant elects to have a portion of an Eligible Rollover Distribution transferred to an Eligible Retirement Plan pursuant to this Section 6.10, the portion not transferred to an Eligible Retirement Plan shall be distributed to the Participant in the same form of benefit as the portion of the distribution that was transferred to an Eligible Retirement Plan.

          6.10.2 Definitions.

     6.10.2.1 “Eligible Rollover Distribution:” An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years or more; (b) any distribution to the extent such distribution is required under Code Section 401(a)(9); (c) any hardship distribution; (d) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net

44

unrealized appreciation with respect to employer securities received in certain distributions); and (e) any other distribution(s) that is reasonably expected to total less than $200 during a year. Notwithstanding the foregoing, any portion of a distribution after December 31, 2001 that consists of after-tax contributions which are not includible in gross income may be transferred to: (1) an individual retirement account or annuity described in Code Sections 408(a) or (b); or (2) a qualified defined contribution plan described in Code Sections 401(a) or 403(a) (through a direct trustee-to-trustee transfer) that agrees to separately account for amounts so transferred (and any related earnings), including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution which is not so includible. In addition, the portion of any distribution on and after January 1, 2007 that consists of after-tax contributions which are not includible in gross income may be transferred (in a direct trustee-to-trustee transfer) to a qualified defined benefit plan or a Code Section 403(b) tax-sheltered annuity that agrees to separately account for amounts so transferred (and the earnings thereon), including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution which is not so includible.

     6.10.2.2 “Eligible Retirement Plan:” An Eligible Retirement Plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a qualified trust described in Code Section 401(a) and, effective January 1, 2002, an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, and which accepts the Distributee’s Eligible Rollover Distribution. In addition, for Plan Years beginning on and after January 1, 2008, an Eligible Retirement Plan includes a Roth IRA, subject to the restrictions that apply to rollovers from a traditional IRA into a Roth IRA. However, the Administrative Committee is not responsible for assuring a recipient is eligible to make a rollover to a Roth IRA. This definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

     6.10.2.3 “Distributee:” A Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the Spouse or former Spouse. Effective for distributions on and after January 1, 2007, a Distributee also includes the Participant’s non-Spouse Beneficiary.

     6.10.2.4 “Direct Rollover:” A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. In the case of a non-Spouse Beneficiary, a Direct Rollover may be made only to an individual retirement account or annuity described in Code Section 408(a) or Section 408(b) (“IRA”) that is established on behalf of the designated Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code Section

45

402(c)(1). Also, in this case, the determination of any minimum required distribution under Code Section 401(a)(9) that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&A-17 and 18.

ARTICLE VII. CONTRIBUTIONS.

     7.1 Employer Contributions. The Employer shall make the contributions required to fund the cost of the benefits provided by this Plan. The Employer intend to make such contributions as are necessary to fund the Plan in accordance with the minimum funding standards of the Code. Contributions by the Employer are conditioned upon their deductibility under the Code for federal income tax purposes

     7.2 Funding Policy. The Committee shall be responsible for ascertaining the projected financial needs of the Plan in order to provide for the payment of benefits described in the Plan and for establishing a funding policy which it reasonably believes will provide the Plan with the funds to satisfy those needs. Insofar as the funding policy established by the Committee includes the determination of the contributions to the Plan which the Employer should make from time to time, the Committee shall have no responsibility for any refusal by any Employer to make such contributions, except that the Committee shall give appropriate recognition to the reduced contributions in determining the ongoing funding policy of the Plan. The Committee’s authority to establish the Plan’s funding policy shall include the authority to allocate among the Trustees all of the contributions of the Employer, and all accumulated earnings thereon, whether such contributions have already been made or are made in the future. The Committee shall have the right at any time and from time to time to change the method of funding benefits hereunder.

     7.3 Determination of Contributions. Each Employer, from its records and the reports of the Plan’s actuary, shall determine the amount of any contribution to be made by it to the Trust under the terms of the Plan. In this regard, the Employer may place full reliance upon all reports, opinions, tables, valuations, certificates and computations the actuary furnishes the Employer.

     7.4 Time of Payment of Employer Contributions. The Employer shall make its contribution to the Trustee within the time prescribed by the Code or applicable Treasury Regulations.

     7.5 Return of Employer Contributions. Notwithstanding Section 9.1:

          7.5.1 In the case of a contribution made by the Employer by a mistake of fact, such contribution may be returned to the Employer within one year after its payment.

          7.5.2 All Employer contributions to the Plan are conditioned on the allowance of their deductibility for federal income tax purposes under the Code. If the deduction of a contribution is disallowed by the Internal Revenue Service, to the extent of disallowance, the contribution may be returned to the Employer within one year after the disallowance.

          7.5.3 Any amounts returned under this Section shall be disposed of as directed by the Committee through uniform and nondiscriminatory rules. The Trustee shall not increase the amount of any contribution returnable under this Section for any earnings attributable to the contribution, but the Trustee shall decrease the Employer contribution returnable for any losses attributable to it.

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All returns under this Section 7.5 shall be limited in amount, circumstance, and timing as required by Section 403(c) of ERISA, and no such return shall be made if, solely on account of such return, the Plan would cease to be a qualified plan under Code Section 401(a).

     7.6 Forfeitures. Any forfeitures during a year arising from a Participant’s Severance from Employment or otherwise before the termination of the Plan shall be used to reduce the Participating Employers’ contributions under the Plan for following years and shall not increase any benefit otherwise payable hereunder.

     7.7 Irrevocability. The Employer shall have no right, title or interest in the contributions made to the Trustee and no part of the Fund shall revert to the Sponsor or any Participating Employer except that, after satisfaction of all liabilities of the Plan as set forth in Section 9.8, any amount remaining shall revert to the Participating Employers.

     7.8 Employee Contributions. The Plan does not permit nor require contributions from Participants.

     7.9 Funding Notice. For Plan Years beginning on and after January 1, 2008 or such later date required by applicable law and/or Department of Labor Regulations or other guidance, if the Employer fails to make an installment or other payment required to meet the minimum funding standard to the Plan within 60 days following the due date for such installment, the Employer must notify all Plan Participants and Beneficiaries, including alternate payees, in accordance with ERISA Section 101(f). However, if the Employer has filed a waiver request with respect to the Plan Year that includes the required installment, no notice is required unless the waiver request is denied, in which case the Employers must provide notice within 60 days after the date of the denial.

ARTICLE VIII. ADMINISTRATION.

     8.1 Fiduciary Responsibility. The Plan shall be administered by the Committee, which shall be the Plan’s “named fiduciary” and “administrator,” as those terms are defined by ERISA, and its agent designated to receive service of process. All matters relating to the administration of the Plan, including the duties imposed upon the Plan administrator by law, except those duties relating to the control or management of Plan assets, shall be the responsibility of the Committee. All matters relating to the control or management of Plan assets shall, except to the extent delegated in accordance with the trust agreement, be the sole and exclusive responsibility of the Trustee. It is intended under this Plan and the Trust that each fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities, and obligations under this Plan and the Trust and shall not be responsible for any act or failure to act of another fiduciary. No fiduciary guarantees the Fund in any manner against investment loss or depreciation in asset value.

     8.2 Appointment and Removal of Committee. The Committee shall consist of three or more persons who shall be appointed and may be removed by the Board of Directors. Persons appointed to the Committee may be, but need not be, employees of the Employer. Any Committee member may resign by giving written notice to the Board of Directors, which notice shall be effective 30 days after delivery. A Committee member may be removed by the Board of Directors by written notice to such Committee member, which notice shall be effective upon delivery. In the event of any vacancies on the Committee, the remaining Committee members then in office shall constitute the Committee and shall have full power to act and exercise all powers of the Committee described in this Article VIII. The Board of Directors shall promptly

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select a successor following the resignation or removal of any Committee member, if necessary to maintain a Committee of at least three persons.

     8.3 Compensation and Expenses of Committee. Members of the Committee who are employees of the Employer shall serve without compensation. Members of the Committee who are not employees of the Employer may be paid reasonable compensation for services rendered to the Plan. Such compensation, if any, and all usual and reasonable expenses of the Committee may be paid in whole or in part by the Employer, and any expenses not paid by the Employer shall be paid by the Trustee out of the principal or income of the Fund.

     8.4 Committee Procedures. The Committee may enact such rules and regulations for the conduct of its business and for the administration of the Plan as it shall deem necessary or appropriate. To the extent permitted by its by-laws, the Committee may act either at meetings at which a majority of its members are present or by a writing signed by a majority of its members without the holding of a meeting. Records shall be kept of the actions of the Committee. No Employee who is a Participant in the Plan shall vote upon, or take an active role in resolving, any question affecting only his Accrued Benefit.

     8.5 Plan Interpretation. The Committee shall have the duty and authority to interpret the provisions of the Plan and to decide any dispute that may arise regarding the rights of Participants thereunder and, in general, to direct the administration of the Plan. Any such determination shall apply uniformly to all persons similarly situated and shall be binding and conclusive upon all interested persons. The Committee shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant or Beneficiary, the Employer, the legal counsel of the Employer, or the Trustee

     8.6 Fiduciary Duties. In performing their duties, all fiduciaries with respect to the Plan shall act solely in the interest of the Participants and their Beneficiaries, and:

          8.6.1 For the exclusive purpose of providing benefits to the Participants and their Beneficiaries;

          8.6.2 With the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims;

          8.6.3 To the extent a fiduciary possesses and exercises investment responsibilities, by diversifying the investments of the Fund so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and

          8.6.4 In accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions of Title I of ERISA

     8.7 Consultants. The Committee may, and to the extent necessary for the preparation of required reports shall, employ accountants, actuaries, attorneys and other consultants or advisors. The fees charged by such accountants, actuaries, attorneys and other consultants or advisors shall be paid from the Fund unless paid by the Participating Employers.

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     8.8 Method of Handling Plan Funds. No Committee member shall, at any time, handle any assets of the Fund, except that all payments to the Fund shall be made by the officer of the Participating Employer charged with that responsibility by such Participating Employer. All payments from the Fund shall be made by the Trustee.

     8.9 Delegation and Allocation of Responsibility. Prior to January 1, 2008, the Committee, by unanimous action in writing, may delegate any Plan administrative responsibility to any officer of any Participating Employer and may allocate any of its responsibilities to one or more members of the Committee. Effective on and after January 1, 2008, the Committee may delegate any Plan administrative responsibility to any employee of an Employer or any committee of such employees and may allocate any of its responsibilities to such committee, subject to the terms of the Committee’s authority as chartered by the Board of Directors. In the event of any such delegation or allocation the Committee shall establish procedures for the thorough and frequent review of the performance of such duties. Persons to whom responsibilities have been delegated may not delegate to others any discretionary authority or discretionary control with respect to the management or administration of the Plan.

     8.10 Other Committee Powers and Duties. The Committee has the following powers and duties:

          8.10.1 To determine the rights of eligibility of an Employee to participate in the Plan, the value of a Participant’s Accrued Benefit and the vested percentage of each Participant’s Accrued Benefit;

          8.10.2 To adopt and enforce rules of procedure and regulations necessary for the proper and efficient administration of the Plan, provided the rules are not inconsistent with the terms of the Plan and the Trust;

          8.10.3 To interpret and construe all terms, provisions, conditions and limitations of the Plan and the rules and regulations it adopts (including the discretionary authority to interpret the Plan documents, without limitation and issues of fact) and to reconcile any inconsistency or supply any omitted detail that may appear in the Plan in such manner and to such extent as the Committee shall deem necessary and proper to effectuate the Plan;

          8.10.4 To direct the Trustee with respect to the crediting and distribution of the Trust;

          8.10.5 To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan;

          8.10.6 To furnish the Employer with information which the Employer may require for tax or other purposes;

          8.10.7 To enlist or engage the services of employees of the Employer and other agents to assist it with the performance of any of its duties, as the Committee determines advisable;

          8.10.8 To engage the services of an Investment Manager or Managers (as defined in ERISA Section 3(38)), each of whom shall have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan

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asset under its control, to remove any Investment Manager, and to appoint a successor if so desired;

          8.10.9 To establish and maintain a funding standard account and to make credits and charges to the account to the extent required by and in accordance with the provisions of the Code;

          8.10.10 To authorize any one of its members, or its secretary, to sign on its behalf any notices, directions, applications, certificates, consents, approvals, waivers, letters or other documents, such authority being evidenced by an instrument signed by all members and filed with the Trustee; and

          8.10.11 To amend the Plan pursuant to Section 9.2, unless such amendment affects any Participant’s level of benefits or the Company’s costs associated with the Plan, in which event the amendment must be ratified by the Company’s Board of Directors.

          8.10.12 As permitted by the Employee Plans Compliance Resolution System (“EPCRS”) issued by the Internal Revenue Service, as in effect from time to time, (1) to voluntarily correct any Plan qualification failure, including, but not limited to failures involving Plan operation, impermissible discrimination in favor of Highly Compensated Employees, the specific terms of the Plan document, or demographic failures; (2) implement any correction methodology permitted under EPCRS; and (3) negotiate the terms of a compliance statement or a closing agreement proposed by the IRS with respect to correction of a Plan qualification failure.

     8.11 Records and Reports. The Employer (or the Committee if so designated by the Employer) shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and regulations issued thereunder relating to records of Participants’ Service, Accrued Benefit and the percentage of such Accrued Benefit that is vested under the Plan; notifications to Participants; registration with the Internal Revenue Service; and annual reports to the Department of Labor.

     8.12 Application and Forms for Benefits. The Committee may require a Participant or Beneficiary to complete and file with the Committee an application for a benefit and all other forms approved by the Committee, and to furnish all pertinent information requested by the Committee. The Committee may rely upon all such information so furnished it, including the Participant’s or Beneficiary’s current mailing address.

     8.13 Authorization of Benefit Payments. The Committee shall issue directions to the Trustee concerning all benefits that are to be paid from the Fund pursuant to the provisions of the Plan, and warrants that all such directions are in accordance with this Plan.

     8.14 Funding Policy. The Committee shall review, from time to time, all pertinent Employee information and Plan data in order to establish the funding policy of the Plan and to determine the appropriate methods of carrying out the Plan’s objectives. The Committee shall communicate periodically, as it deems appropriate, to the Trustee and to any Plan Investment Manager, the Plan’s short-term and long-term financial needs so that investment policy can be coordinated with Plan financial requirements.

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     8.15 Unclaimed Accrued Benefit — Procedure. The Plan does not require the Employer, the Trustee or the Committee to search for, or ascertain the whereabouts of, any Participant or Beneficiary. At the time the Participant’s or Beneficiary’s benefit becomes distributable under the Plan, the Committee, by certified or registered mail addressed to his last known address of record with the Committee or the Employer, shall notify any Participant, or Beneficiary, that he is entitled to a distribution under this Plan. If the Participant or Beneficiary fails to claim his distributive share or make his whereabouts known in writing to the Committee within six (6) months from the date of mailing of the notice, the Committee shall treat the Participant’s or Beneficiary’s unclaimed payable Accrued Benefit as forfeited. Where the benefit is distributable to the Participant, the forfeiture under this paragraph occurs as of the last day of the notice period of this Section, if the Participant’s vested Accrued Benefit does not exceed $5,000, or as of the first day the benefit is distributable without the Participant’s consent, if the present value of the Participant’s vested Accrued Benefit exceeds $5,000. Where the benefit is distributable to a Beneficiary, the forfeiture occurs as of the last day of the notice period of this Section except, if the Beneficiary is the Participant’s Spouse and the vested Accrued Benefit payable to the Spouse exceeds $5,000, the forfeiture occurs as of the first day the benefit is distributable without the Spouse’s consent. The Employer shall use the amounts representing the forfeited Accrued Benefit to reduce its contribution for future Plan Years.

If a Participant or Beneficiary who has incurred a forfeiture of his Accrued Benefit under this Section makes a claim, at any time, for his forfeited Accrued Benefit, the Committee shall restore the Participant’s or Beneficiary’s forfeited Accrued Benefit. The Committee shall direct the Trustee to distribute the Participant’s or Beneficiary’s restored Accrued Benefit in accordance with Article VI as if the Participant experiences a Severance from Employment in the Plan Year in which the Committee restores the forfeited Accrued Benefit.

     8.16 Individual Statement. As determined by the Committee in its discretion, the Administrative Committee shall furnish to the Participant (or Beneficiary of such deceased Participant) an individual statement reflecting the value of his Accrued Benefit. In addition, subject to the requirements of ERISA, the Administrative Committee shall provide to any Participant or Beneficiary of a deceased Participant who so requests in writing, a statement indicating the total value of his Accrued Benefit and the vested portion of such Accrued Benefit, if any. The Administrative Committee shall also furnish a written statement to any Participant who has a Severance from Employment during the Plan Year and is entitled to a deferred vested benefit under the Plan as of the end of the Plan Year, if no retirement benefits have been paid with respect to such Participant during the Plan Year. No Participant, except a member of the Committee and its designees, shall have the right to inspect the records reflecting the Accrued Benefit of any other Participant. Notwithstanding the above, effective January 1, 2008, at least one time every three Plan Years, the Committee shall provide each Participant with a vested Accrued Benefit and who is employed by the Employer at the time the statement is to be furnished, a pension benefit statement that indicates, on the basis of the latest information available, the total benefits accrued and the vested benefits, if any, that have accrued or the earliest date on which benefits will become vested. The statement must be written in a manner calculated to be understood by the average Plan Participant and may be delivered in a manner and otherwise satisfy the requirements of ERISA Section 105(a).

     8.17 Parties to Litigation. Except as otherwise provided by ERISA, only the Employer, the Committee and the Trustee shall be necessary parties to any court proceeding involving the Plan, any fiduciary of the Plan, the Trustee or the Fund. No Participant, or Beneficiary, shall be entitled to any notice of process unless required by ERISA. Any final judgment entered in any

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proceeding shall be conclusive upon the Employer, the Committee, the Administrative Committee, the Trustee, Participants and Beneficiaries.

     8.18 Use of Alternative Media. The Administrative Committee may include in any process or procedure for administering the Plan, the use of alternative media, including, but not limited to, telephonic, facsimile, computer or other such electronic means as available. Use of such alternative media shall be deemed to satisfy any Plan provision requiring a “written” document or an instrument to be signed “in writing” to the extent permissible under the Code, ERISA and applicable regulations.

     8.19 Personal Data to Administrative Committee. Each Participant and each Beneficiary of a deceased Participant must furnish to the Administrative Committee such evidence, data or information as the Administrative Committee considers necessary or desirable for the purpose of administering the Plan and shall otherwise cooperate fully with the Administrative Committee in the administration of the Plan. The provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant will furnish promptly full, true and complete evidence, data and information when requested by the Administrative Committee, provided the Administrative Committee shall advise each Participant of the effect of his failure to comply with its request. The Administrative Committee in its sole discretion may defer benefit commencement until all of the information it requests is provided.

     8.20 Address for Notification. Each Participant and each Beneficiary of a deceased Participant shall file with the Administrative Committee from time to time, in writing, his post office address and any change of post office address. Any communication, statement or notice addressed to a Participant, or Beneficiary, at his last post office address filed with the Administrative Committee, or as shown on the records of the Employer, shall bind the Participant, or Beneficiary, for all purposes of this Plan.

     8.21 Notice of Change in Terms. The Committee, within the time prescribed by ERISA and the applicable regulations, shall furnish all Participants and Beneficiaries a summary description of any material amendment to the Plan or notice of discontinuance of the Plan and all other information required by ERISA to be furnished without charge.

     8.22 Assignment or Alienation. Subject to Code Section 414(p) relating to qualified domestic relations orders, neither a Participant nor a Beneficiary shall anticipate, assign or alienate (either at law or in equity) any benefit provided under the Plan, and the Trustee shall not recognize any such anticipation, assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment, levy, execution, or other legal or equitable process, including the claims of any trustee in bankruptcy or other representative of the Participant or Beneficiary in such action.

     8.23 Litigation Against the Plan. If any legal action filed against the Trustee, the Sponsor, the Employer, the Committee, any member or members of the Committee, the Administrative Committee, or any member or members of the Committee, by or on behalf of any Participant or Beneficiary, results adversely to the Participant or to the Beneficiary, the Trustee shall reimburse itself, the Sponsor, the Employer, the Committee, any member or members of the Committee, the Administrative Committee, or any member or members of the Committee all costs and fees expended by it or them by surcharging all costs and fees against the sums payable under the Plan to the Participant or to the Beneficiary, but only to the extent a court of

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competent jurisdiction specifically authorizes and directs any such surcharges and only to the extent Code Section 401(a)(13) does not prohibit any such surcharges.

     8.24 Information Available. Any Participant in the Plan or any Beneficiary may, during reasonable business hours, examine copies of the Plan description, latest annual report, any bargaining agreement, this Plan and Trust, contract or any other instrument under which the Plan was established or is operated. The Committee shall maintain all of the items listed in this Section in its offices, or in such other place or places as it may designate from time to time in order to comply with the regulations issued under ERISA. Upon the written request of a Participant or Beneficiary, the Committee shall furnish him with a copy of any item listed in this Section. The Committee may make a reasonable charge to the requesting person for the copy so furnished.

     8.25 Presenting Claims for Benefits. Any Participant or any other person claiming under a deceased Participant, such as a surviving Spouse or Beneficiary, (“Claimant”) may submit written application to the Administrative Committee for the payment of any benefit asserted to be due him under the Plan. Such application shall set forth the nature of the claim and such other information as the Administrative Committee may reasonably request. Promptly upon the receipt of any application required by this Section, the Administrative Committee shall determine whether or not the Participant, Spouse, or Beneficiary involved is entitled to a benefit hereunder and, if so, the amount thereof and shall notify the claimant of its findings.

     If a claim is wholly or partially denied, the Administrative Committee shall so notify the Claimant within 90 days after receipt of the claim by the Administrative Committee, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the end of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrative Committee expects to render its final decision. Notice of the Committee’s decision to deny a claim in whole or in part shall be set forth in a manner calculated to be understood by the Claimant and shall contain the following:

          8.25.1 the specific reason or reasons for the denial;

          8.25.2 specific reference to the pertinent Plan provisions on which the denial is based;

          8.25.3 a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

          8.25.4 an explanation of the claims review procedure set forth in Section 8.26 hereof.

If notice of denial is not furnished, and if the claim is not granted within the period of time set forth above, the claim shall be deemed denied for purposes of proceeding to the review stage described in Section 8.26.

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     8.26 Claims Review Procedure. If an application filed under Section 8.25 above shall result in a denial by the Administrative Committee of the benefit applied for, either in whole or in part, such Claimant shall have the right, to be exercised by written application filed with the Administrative Committee within 60 days after receipt of notice of the denial of his application or, if no such notice has been given, within 60 days after the application is deemed denied under Section 8.25, to request the review of his application and of his entitlement to the benefit applied for. Such request for review may contain such additional information and comments as the Claimant may wish to present. Within 60 days after receipt of any such request for review, the Administrative Committee shall reconsider the application for the benefit in light of such additional information and comments as the Claimant may have presented, and if the Claimant shall have so requested, shall afford the Claimant or his designated representative a hearing before the Administrative Committee. The Administrative Committee shall also permit the Claimant or his designated representative to review pertinent documents in its possession, including copies of the Plan document and information provided by the Employer relating to the Claimant’s entitlement to such benefit.

The Administrative Committee shall make a final determination with respect to the Claimant’s application for review as soon as practicable, and in any event not later than 60 days after receipt of the aforesaid request for review, except that under special circumstances, such as the necessity for holding a hearing, such 60-day period may be extended to the extent necessary, but in no event beyond the expiration of 120 days after receipt by the Administrative Committee of such request for review. If such an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. Notice of such final determination of the Administrative Committee shall be furnished to the Claimant in writing, in a manner calculated to be understood by him, and shall set forth the specific reasons for the decision and specific references to the pertinent provisions of the Plan upon which the decision is based. If the decision on review is not furnished within the time period set forth above, the claim shall be deemed denied on review

If such final determination is favorable to the Claimant, it shall be binding and conclusive. If such final determination is adverse to such Claimant, it shall be binding and conclusive unless the Claimant notifies the Administrative Committee within 90 days after the mailing or delivery to him by the Administrative Committee of its determination that he intends to institute legal proceedings challenging the determination of the Administrative Committee, and actually institutes such legal proceeding within 180 days after such mailing or delivery.

     8.27 Disputed Benefits. If any dispute shall arise between a Participant, or other person claiming under a Participant, and the Administrative Committee after the review of a claim for benefits, or in the event any dispute shall develop as to the person to whom the payment of any benefit under the Plan shall be made, the Trustee may withhold the payment of all or any part of the benefits payable hereunder to the Participant, or other person claiming under the Participant, until such dispute has been resolved by a court of competent jurisdiction or settled by the parties involved.

          8.28 Claims Involving Benefits Related to Disability. The provisions of this Section 8.28 are effective for Total and Permanent Disability claims (and disability claims filed under an Appendix hereto) filed on or after January 1, 2002. Notwithstanding any provision of this Article VIII to the contrary, the Administrative Committee and Committee shall comply with and follow the applicable Department of Labor Regulations for claims involving a determination of Total

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and Permanent Disability or benefits related to Total and Permanent Disability, including, but not limited to:

          8.28.1 The Administrative Committee shall advise a Claimant of the Plan’s adverse benefit determination within a reasonable period of time, but not later than 45 days after receipt of the claim by the Plan. If the Administrative Committee determines that due to matters beyond the control of the Plan, such decision cannot be reached within 45 days, an additional 30 days may be provided and the Administrative Committee shall notify the Claimant of the extension prior to the end of the original 45-day period. The 30-day extension may be extended for a second 30-day period, if before the end of the original extension, the Administrative Committee determines that due to circumstances beyond the control of the Plan, a decision cannot be rendered within the extension period.

          8.28.2 Claimants shall be provided at least 180 days following receipt of a benefit denial in which to appeal such adverse determination.

          8.28.3 The Committee shall review the Claimant’s appeal and notify the Claimant of its determination within a reasonable period of time, but not later than 45 days after receipt of the Claimant’s request for review. Should the Committee determine that special circumstances (such as the need to hold a hearing) require an extension of time for processing the appeal, the Committee shall notify the Claimant of the extension before the end of the initial 45 day period. Such an extension, if required, shall not exceed 45 days.

ARTICLE IX. EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION AND MERGER.

     9.1 Exclusive Benefit. Except as otherwise provided herein, the Employer shall have no beneficial interest in any asset of the Trust and no part of any asset in the Trust may ever revert to or be repaid to the Employer, either directly or indirectly; nor prior to the satisfaction of all liabilities with respect to the Participants and their Beneficiaries under the Plan, shall any part of the corpus or income of the Trust Fund, or any asset of the Trust, be (at any time) used for, or diverted to, purposes other than the exclusive benefit of the Participants or their Beneficiaries.

     9.2 Amendment of the Plan. The Plan may be amended at any time and from time to time by the Board of Directors. The Committee shall also have the ability to amend the Plan to the extent such amendments are (i) required by law or (ii) do not result in a material cost to the Employer, including without limitation merging Employer sponsored retirement plans and adding covered locations to the Plan. No amendment shall divest any vested interest of any Participant, surviving Spouse, or other Beneficiary, and no amendment shall be effective unless the Plan shall continue to be for the exclusive benefit of the Participants, surviving Spouses, and other Beneficiaries. In addition, no amendment shall decrease any Participant’s Accrued Benefit, eliminate or reduce any benefit subsidy or early retirement benefit, or eliminate any optional form of benefit except in accordance with Section 411(d)(6) and Section 412(c)(8) of the Code. Effective January 1, 2008, notwithstanding the foregoing, the Committee may amend the Plan, pursuant to a written resolution, in any manner that does not result in a material increase in the Participating Employer’s contributions to or the cost of maintaining the Plan, including without limitation, amendments that are required by applicable laws. However, the Committee shall not have the authority to amend the Plan to the extent the amendment relates to or otherwise impacts the compensation for the Employer’s officers as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934.

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In addition to the above, if the Employer makes an alternative deficit reduction contribution ppursuant to Code Section 412(l)(12) and ERISA Section 302(d)(12), any amendment to the Plan will satisfy the requirements of Code Section 412(l)(12)(B) and ERISA Section 302(d)(12).

     9.3 Amendment to Vesting Provisions. The Board of Directors has the right to amend the vesting provisions of the Plan at any time. In addition, the Committee has the right to amend the vesting provisions of the Plan at any time unless the amendment relates to or otherwise impacts the compensation for the Employer’s officers as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934. However, the Administrative Committee shall not apply any such amended vesting schedule to reduce the vested percentage of any Participant’s Accrued Benefit derived from Employer contributions (determined as of the later of the date the Employer adopts the amendment, or the date the amendment becomes effective) to a percentage less than the vested percentage computed under the Plan without regard to the amendment. An amended vesting schedule shall apply to a Participant only if the Participant receives credit for at least one Hour of Service after the new schedule becomes effective.

If the Employer makes a permissible amendment to the vesting provisions of the Plan, each Salaried Participant having at least three (3) Plan Years of service with the Employer, and each Hourly Participant, Arrow Salaried Participant, Arrow Hourly Participant, and Arrow Berks Participants with at least three Years of Vesting Service, may elect to have the percentage of his vested Accrued Benefit computed under the Plan without regard to the amendment. For Participants who do not have at least one Hour of Service on any Plan Year beginning after December 31, 1988, the election described in the preceding sentence applies only to Participants having at least five (5) Plan Years of service with the Employer. The Participant must file his election with the Administrative Committee within sixty (60) days of the latest of (a) the adoption of the amendment; (b) the effective date of the amendment; or (c) the Participant’s receipt of a copy of the amendment. The Administrative Committee, as soon as practicable, shall forward to each affected Participant a true copy of any amendment to the vesting provisions, together with an explanation of the effect of the amendment, the appropriate form upon which the Participant may make an election to remain under the vesting provisions provided under the Plan prior to the amendment, and notice of the time within which the Participant must make an election to remain under the prior vesting provisions. The election described in this Section does not apply to a Participant if the amended vesting provisions provide for vesting at least as rapid at all times as the vesting provisions in effect prior to the amendment. For purposes of this Section, an amendment to the vesting provisions of the Plan includes any Plan amendment which directly or indirectly affects the computation of the vested percentage of an Employee’s rights to his Employer derived Accrued Benefit.

     9.4 Merger/Direct Transfers and Elective Transfers. The Employer and the Committee shall not consent to, or be a party to, any merger or consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless immediately after the merger, consolidation or transfer, the surviving plan provides each Participant a benefit equal to or greater than the benefit each Participant would have received had the Plan terminated immediately before the merger, consolidation or transfer. The Trustee possesses the specific authority to enter into merger agreements or agreements for the direct transfer of assets with the trustee of other retirement plans described in Code Section 401(a), and to accept the direct transfer of plan assets, or to transfer Plan assets as a party to any such agreement, upon the consent or direction of the Employer or the Committee.

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If permitted by the Employer in its discretion, the Trustee may accept a direct transfer of plan assets on behalf of an Employee prior to the date the Employee becomes a Participant in the Plan. If the Trustee accepts such a direct transfer of plan assets, the Committee and Trustee shall treat the Employee as a Participant for all purposes of the Plan, except the Employee shall not accrue benefits until he actually becomes a Participant in the Plan.

Unless a transfer of assets to this Plan is an Elective Transfer, the Plan will preserve all Code Section 411(d)(6) protected benefits with respect to the transferred assets, in the manner described in Section 9.2. A transfer is an “Elective Transfer” if: (a) the transfer satisfies the first paragraph of this Section; (b) the transfer is voluntary, under a fully informed election by the Participant; (c) the Participant has an alternative that retains his Code Section 411(d)(6) protected benefits (including an option to leave his benefit in the transferor plan, if that plan is not terminating); (d) the transfer satisfies the applicable spousal consent requirements of the Code; (e) the transferor plan satisfies the joint and survivor notice requirements of the Code, if the Participant’s transferred benefit is subject to those requirements; (f) the Participant has a right to immediate distribution from the transferor plan, in lieu of the Elective Transfer; (g) the transferred benefit is at least the greater of the single sum distribution provided by the transferor plan for which the Participant is eligible or the present value of the Participant’s accrued benefit under the transferor plan payable at that plan’s normal retirement age; (h) the Participant has a one hundred percent (100%) vested interest in the transferred benefit; and (i) the transfer otherwise satisfies applicable Treasury Regulations. If this Plan accepts an Elective Transfer from a defined contribution plan, the Plan guarantees a benefit derived from that Elective Transfer equal to the value of the transferred amount, expressed as an annual benefit payable at Normal Retirement Age in the normal form of benefit. The Trustee shall distribute this guaranteed benefit attributable to the Elective Transfer at the same time and in the same manner as it distributes the Participant’s Accrued Benefit, and the Committee shall treat the guaranteed benefit as part of the Participant’s Accrued Benefit for purposes of valuing the Participant’s Accrued Benefit under any consent or election requirements provided in the Plan. An Elective Transfer may occur between qualified plans of any type.

The Trustee shall hold, administer and distribute any transferred assets as a part of the Trust Fund, and the Trustee shall maintain a separate “Transfer Account” for the benefit of the Employee on whose behalf the Trustee accepted the transfer in order to reflect the value of the transferred assets.

Furthermore, a merger or direct transfer described in this Section of the Plan is not a termination for purposes of the special distribution provisions described in this Section.

     9.5 Termination of the Plan. The Sponsor shall have the right, at any time, to suspend or discontinue its contributions under the Plan, and to terminate, at any time, this Plan and the Trust. The Plan shall terminate upon the first to occur of the following:

          9.5.1 The date terminated by action of the Sponsor.

          9.5.2 The date the Sponsor shall be judicially declared bankrupt or insolvent.

          9.5.3 The dissolution, merger, consolidation or reorganization of the Sponsor, or the sale by the Sponsor of all or substantially all of its assets, unless the successor or purchaser makes provision to continue the Plan, in which event the successor or purchaser must substitute itself as the Sponsor under this Plan.

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In addition to the above, while each Participating Employer intends to continue the Plan indefinitely, each reserves the right to terminate or partially terminate the Plan at any time as to its Employees. If the Plan is terminated or partially terminated by a Participating Employer, assets shall be allocated to the Accrued Benefits of affected Participants in the manner prescribed in Section 9.8. No Employees of the Participating Employer shall thereafter be admitted to the Plan as new Participants, and no Participating Employer shall make further contributions to the Fund, except as may be required by law.

     9.6 Full Vesting on Termination. Notwithstanding any other provision of the Plan to the contrary, upon either full or partial termination of the Plan, an affected Participant’s right to his Accrued Benefit shall be one hundred percent (100%) vested.

     9.7 Partial Termination. Upon termination of the Plan with respect to a group of Participants which constitutes a partial termination of the Plan, the Trustee shall allocate and segregate for the benefit of the Employees then or theretofore employed by the Employer with respect to which the Plan is being terminated the proportionate interest of such Participants in the Fund. Such proportionate interest shall be determined by the actuary. The actuary shall make this determination on the basis of the contributions made by the Employer, the provisions of this Article and such other considerations as the actuary deems appropriate. The fiduciaries shall have no responsibility with respect to the determination of any such proportionate interest.

The funds so allocated and segregated shall be used by the Trustee to pay benefits to or on behalf of Participants in accordance with Section 9.8.

     9.8 Allocation of Assets Upon Termination of Trust Fund. If any Participating Employer terminates the Plan with respect to some or all Participants employed by it, the Committee shall first determine the date of distribution, if any, and the value of Plan assets allocable to such Participants. Subject to provision for expense of administration of liquidation, the Committee, with the advice of the Plan’s enrolled actuary, shall determine amounts allocable with respect to each affected Participant, surviving Spouse, and other Beneficiary. Such allocation shall be made among the affected Participants, surviving Spouses, and other Beneficiaries in the following order:

        9.8.1 To that portion of a Participant’s benefit, if any, derived from his Accumulated Contributions;

        9.8.2 In the case of benefits payable as an annuity,

     9.8.2.1 if the benefit of a Participant, surviving Spouse, or other Beneficiary was in pay status as of the beginning of the three year period ending on the termination date of the Plan, to each such benefit, based on the provisions of the Plan (as in effect during the five year period ending on such date) under which the benefit would be the least, or

     9.8.2.2 if a benefit (other than a benefit described in Section 9.8.2.1) would have been in pay status as of the beginning of such three year period and if the benefits had begun (in the normal form of annuity under the Plan) as of the beginning of such period, to each such benefit based on the provisions of the Plan (as in effect during the five year period ending on such date) under which such benefit would be the least.

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For purposes of Section 9.8.2.1, the lowest benefit in pay status during a three year period shall be considered the benefit in pay status for such period.

        9.8.3 Any remaining assets shall be allocated:

     9.8.3.1 to all other benefits (if any) of individuals under the Plan guaranteed under Section 4022 of ERISA (without regard to Section 4022 (b) (5) of ERISA) ;

     9.8.3.2 to the additional benefits (if any) which would be determined under Section 9.8.3.1 if Section 4022(b)(6) of ERISA did not apply;

     9.8.3.3 to all other nonforfeitable benefits under the Plan;

     9.8.3.4 to all Accrued Benefits under the Plan; and

     9.8.3.5 to the Participating Employer, if all liabilities of the Plan to Participants, their surviving Spouses, and their other Beneficiaries, including liabilities under Section 4044(d)(3) of ERISA, have been satisfied and such distribution is not prohibited by any provision of law.

If the Fund is insufficient to provide in full for any of the classes set forth above, the assets remaining shall be applied proportionately among Participants, surviving Spouses, and other Beneficiaries of that class and nothing shall be applied to any subsequent class.

The above priorities and allocation of assets shall be determined in accordance with Section 4044 of ERISA.

     9.9 Manner of Distribution. Subject to the foregoing provisions of this Article IX, any distribution after termination of the Plan may be made, in whole or in part, to the extent that no discrimination in value results, in cash, in securities or other assets in kind (based on their fair market value as of the date of distribution), or in nontransferable annuity contracts providing for pensions commencing at Normal Retirement Date, as the Administrative Committee in its discretion shall determine.

     9.10 Overfunding. If there are assets remaining after satisfying all liabilities to Participants and Beneficiaries upon termination of the Plan, the Trustee shall return the amount by which the Employer has overfunded the Plan to the Employer. The Employer shall instruct the Trustee regarding the amount of overfunding to be so returned.

ARTICLE X. WITHDRAWAL OF PARTICIPATING EMPLOYER.

     10.1 Withdrawal. Each Participating Employer may elect to cause a withdrawal from the Plan of that share of Plan assets allocable to the benefits of Participants employed by it, their surviving Spouses, and other Beneficiaries. After the effective date of such a withdrawal, the provisions of the Plan shall continue to be effective (with such amendments as may thereafter be made from time to time by the withdrawing Employer) as a separate plan for the exclusive benefit of the Participants employed by the withdrawing Participating Employer, their surviving Spouses, and other Beneficiaries, as to which the withdrawing Participating Employer

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shall succeed to all the rights, powers and duties of the Sponsor under the Plan. In such case, the board of directors of the withdrawing Participating Employer shall succeed to all the rights, powers, and duties of the Board of Directors under the Plan, and the board of directors of the withdrawing Participating Employer shall appoint a committee to administer the separate plan after the effective date of the withdrawal.

     10.2 Notice of Withdrawal. Whenever any Participating Employer shall elect to cause a withdrawal from the Plan with respect to its Employees, it shall, by action of its board of directors, file notice in writing with the Committee and the Trustee of its election, and shall direct the Trustee or a successor trustee named by such withdrawing Participating Employer to hold as a separate trust the amount of assets that the Plan actuary shall certify to the Committee and the Trustee, or successor, to be allocable to the benefits of Participants employed by the withdrawing Participating Employer, their surviving Spouses, and other Beneficiaries. Such separate plan and trust initially shall have the same provisions as the Plan and the trust agreement for the Trust under the Plan, except as otherwise provided in Section 10.1.

     10.3 Withdrawal at Request of Board of Directors. In the event that the Board of Directors shall determine that a Participating Employer shall no longer participate in the Plan, such Participating Employer shall withdraw from the Plan in the manner provided in Section 10.1 and Section 10.2 within six months after notice of such determination is given.

     10.4 Continuation of Plan. Neither the withdrawal from the Plan nor the termination thereof by a Participating Employer pursuant to the provisions of Article IX and Article X shall affect in any manner the continuance of the Plan with respect to any other Employer, and all the terms and conditions of the Plan shall continue to be applicable to such Employer and its Employees as if such withdrawal or termination had not taken place.

ARTICLE XI. LIMITATIONS ON BENEFITS.

     11.1 Limitation on Annual Benefits.

        11.1.1 Definitions. For purposes of this Section 11.1, the following definitions and rules of interpretation shall apply:

     11.1.1.1 Annual Benefit. The Participant’s retirement benefit attributable to Employer contributions (including any portion of such benefit payable to an alternate payee under a qualified domestic relations order satisfying the requirements of Code Section 414(p)), payable annually in the form of a straight life annuity (with no ancillary benefits) under a Defined Benefit Plan subject to Code Section 415(b). The Annual Benefit excludes any benefits attributable to Employee contributions, rollover contributions, or assets transferred from a qualified plan that was not maintained by the Employer. However, effective for Limitation Years beginning on or after July 1, 2007, the determination of the Annual Benefit shall take into account social security supplements described in Code Section 411(a)(9) and benefits transferred from another defined benefit plan, other than transfers of distributable benefits pursuant to Treasury Regulations Section 1.411(d)-4, Q&A-3.

Except as provided below, for Limitation Years beginning before July 1, 2007, the Annual Benefit payable in a form other than a straight life annuity must be adjusted to an actuarial equivalent straight life annuity before applying the

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limitations of this Section 11.1. For Limitation Years beginning on or after July 1, 2007, except as provided below, if the Participant’s Annual Benefit is payable in a form other than a straight life annuity, the Annual Benefit shall be adjusted to an actuarially equivalent straight life annuity that begins at the same time as such other form of benefit and is payable on the first day of each month, before applying the limitations of this Section 11.1. In addition, for Limitation Years beginning on or after July 1, 2007, for a Participant who has or will have distributions commencing at more than one Annuity Starting Date, the Annual Benefit shall be determined as of each such Annuity Starting Date (and shall satisfy the limitations of this Section 11.1 as of each such date), actuarially adjusting for past and future distributions of benefits commencing at the other Annuity Starting Date(s). For this purpose, the determination of whether a new Annuity Starting Date has occurred shall be made without regard to Treasury Regulations Section 1.401(a)-20, Q&A-10(d) and with regard to Treasury Regulations Sections1.415(b)-1(b)(1)(iii)(B) and (C).

No actuarial adjustment to the Annual Benefit is required for: (i) survivor benefits payable to a surviving Spouse under a Qualified Joint and Survivor Annuity to the extent such benefits would not be payable if the Participant’s Annual Benefit were paid in another form; (ii) benefits that are not directly related to retirement benefits (such as a qualified disability benefit, preretirement incidental death benefits, and post-retirement medical benefits); or (iii) effective for Limitation Years beginning on and after July 1, 2007, the inclusion in the form of benefit of an automatic benefit increase feature, provided the form of benefit is not subject to Code Section 417(e)(3) and would otherwise satisfy the limitations of this Section 11.1, and the Plan provides that the amount payable under the form of benefit in any Limitation Year shall not exceed the limits of this Section 11.1 applicable at the Annuity Starting Date, as increased in subsequent years pursuant to Code Section 415(d). For this purpose, an automatic benefit increase feature is included in a form of benefit if the form of benefit provides for automatic, periodic increases to the benefits paid in that form.

The Administrative Committee shall determine actuarial equivalence under this Section 11.1.1.1 in accordance with the following:

     11.1.1.1.1 Distributions Beginning After December 31, 2001 and Before January 1, 2004. The actuarially equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of benefit, computed using whichever of the following produces the greater amount: (a) (i) with respect to Salaried Participants, the Plan’s interest rate and mortality table specified in Section 1.3 for adjusting benefits in the same form; (ii) with respect to Hourly Participants, the Plan interest rate and mortality table specified in Appendix E or a Schedule thereto for adjusting benefits in the same form; and (iii) with respect to Arrow Salaried Participants, the Plan’s interest rate and mortality table specified in Appendix F for adjusting benefits in the same form; (iv) with respect to Arrow Hourly Participants, the Plan’s interest rate and mortality table specified in Appendix G for adjusting benefits in the same form; and (v) with respect to Arrow Berks Participants, the Plan’s interest rate and mortality table specified in

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Appendix H for adjusting benefits in the same form; and (b) a 5% interest rate assumption and the Applicable Mortality Table for that Annuity Starting Date. Notwithstanding the foregoing, to determine actuarial equivalence under this Section 11.1.1.1 for a benefit that is in a form other than a straight life annuity and that is subject to Code Section 417(e)(3), the Applicable Interest Rate shall be substituted for “a 5% interest rate assumption” in the preceding sentence.

    11.1.1.1.2 Distributions Beginning in Years After December 31, 2003.

     11.1.1.1.2.1 Benefit Forms Not Subject to Code Section 417(e)(3). The straight life annuity that is the actuarial equivalent to the Participant’s form of benefit shall be determined under this Section 11.1.1.1.2.1 if the form of the Participant’s benefit is a non-decreasing annuity (other than a straight life annuity) payable for a period of not less than the life of the Participant (or, in the case of a qualified pre-retirement survivor annuity, the life of the surviving Spouse), or an annuity that decreases during the life of the Participant merely because of the death of the survivor annuitant (but only if the reduction is not below fifty percent (50%) of the benefit payable before the death of the survivor annuitant) or the cessation or reduction of Social Security supplements or qualified disability payments (as defined in Code Section 401(a)(11)).

          11.1.1.1.2.1.1 For Limitation Years beginning before July 1, 2007, the actuarial equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of benefit computed using whichever of the following produces the greater amount: (I) (i) with respect to Salaried Participants, the Plan’s interest rate and mortality table specified in Section 1.3 for adjusting benefits in the same form; (ii) with respect to Hourly Participants, the Plan interest rate and mortality table specified in Appendix E or a Schedule thereto for adjusting benefits in the same form; and (iii) with respect to Arrow Salaried Participants, the Plan’s interest rate and mortality table specified in Appendix F for adjusting benefits in the same form; (iv) with respect to Arrow Hourly Participants, the Plan’s interest rate and mortality table specified in Appendix G for adjusting benefits in the same form; and (v) with respect to Arrow Berks Participants, the Plan’s interest rate and mortality table specified in Appendix H for adjusting benefits in the same form; and (II) a 5% interest rate assumption and the Applicable Mortality Table for that Annuity Starting Date.

          11.1.1.1.2.1.2 For Limitation Years beginning on or after July 1, 2007, the actuarially equivalent straight life annuity is equal to the greater of: (I) the annual amount of the straight life

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annuity (if any) payable to the Participant under the Plan commencing at the same Annuity Starting Date as the Participant’s form of benefit; and (II) the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of benefit computed using a 5% interest rate assumption and the Applicable Mortality Table in effect prior to January 1, 2008 for the Annuity Starting Date.

     11.1.1.1.2.2 Benefit Forms Subject to Code Section 417(e)(3). The straight life annuity that is actuarially equivalent to the Participant’s form of benefit shall be determined under this Section 11.1.1.1.2.2 if the form of the Participant’s benefit is other than a benefit form described in Section 11.1.1.1.2.1.

          11.1.1.1.2.2.1 Annuity Starting Dates in Plan Years beginning on or after January 1, 2004 and before January 1, 2006. The actuarially equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of benefit computed using whichever of the following produces the greater annual amount: (I) (i) with respect to Salaried Participants, the Plan’s interest rate and mortality table specified in Section 1.3 for adjusting benefits in the same form; (ii) with respect to Hourly Participants, the Plan interest rate and mortality table specified in Appendix E or a Schedule thereto for adjusting benefits in the same form; and (iii) with respect to Arrow Salaried Participants, the Plan’s interest rate and mortality table specified in Appendix F for adjusting benefits in the same form; (iv) with respect to Arrow Hourly Participants, the Plan’s interest rate and mortality table specified in Appendix G for adjusting benefits in the same form; and (v) with respect to Arrow Berks Participants, the Plan’s interest rate and mortality table specified in Appendix H for adjusting benefits in the same form; and (II) a 5.5% interest rate assumption and the Applicable Mortality Table.

     Notwithstanding the foregoing, if the Annuity Starting Date is on or after January 1, 2004 and before December 31, 2004, the application of this Section 11.1.1.1.2.2.1 shall not cause the amount payable under the Participant’s form of benefit to be less than the benefit calculated under the Plan, taking into account the limitations of this Section 11.1, except that the actuarially equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of benefit, computed using whichever of the following produces the greatest annual amount: (A) (i) with respect to Salaried Participants, the Plan’s interest rate and mortality table specified in Section 1.3; (ii) with respect to Hourly Participants, the Plan interest rate and mortality table specified in Appendix E or a

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Schedule thereto; and (iii) with respect to Arrow Salaried Participants, the Plan’s interest rate and mortality table specified in Appendix F; (iv) with respect to Arrow Hourly Participants, the Plan’s interest rate and mortality table specified in Appendix G; and (v) with respect to Arrow Berks Participants, the Plan’s interest rate and mortality table specified in Appendix H; (B) the Applicable Interest Rate and the Applicable Mortality Table; and (C) the Applicable Interest Rate (as in effect on the last day of the last Plan Year beginning before January 1, 2004, under provisions of the Plan then adopted and in effect) and the Applicable Mortality Table.

          11.1.1.1.2.2.2 Annuity Starting Dates in Plan Years beginning after December 31, 2005. The actuarially equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of benefit, computed using: (I) (i) with respect to Salaried Participants, the Plan’s interest rate and mortality table specified in Section 1.3 for adjusting benefits in the same form; (ii) with respect to Hourly Participants, the Plan interest rate and mortality table specified in Appendix E or a Schedule thereto for adjusting benefits in the same form; and (iii) with respect to Arrow Salaried Participants, the Plan’s interest rate and mortality table specified in Appendix F for adjusting benefits in the same form; (iv) with respect to Arrow Hourly Participants, the Plan’s interest rate and mortality table specified in Appendix G for adjusting benefits in the same form; and (v) with respect to Arrow Berks Participants, the Plan’s interest rate and mortality table specified in Appendix H for adjusting benefits in the same form; (II) the interest rate assumption specified in Code Section 415(b)(2)(E)(ii)(I) (currently 5.5.%) and the Applicable Mortality Table in effect prior to January 1, 2008; or (III) the Applicable Mortality Table in effect prior to January 1, 2008 and the Applicable Interest Rate, divided by 1.05, whichever produces the greatest benefit.

11.1.1.2 Compensation.

     11.1.1.2.1 Salaried Participants. Except as otherwise provided in an Appendix hereto, Compensation with respect to the Limitation Year means the Participant’s wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of percentage of profits, commissions on insurance premiums, tips and bonuses.) A Compensation payment includes Compensation paid by the Employer to an Employee through another person under the common paymaster provisions of Code Sections 3121(s) and 3306(p). However, Compensation does not include:

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     11.1.1.2.1.1 Employer contributions (other than amounts excludible from the Employee’s gross income under Code Section 402(e)(3) (relating to a Code Section 401(k) arrangement), Code Section 402(h) (relating to a Simplified Employee Pension), Code Section 403(b) (relating to a tax-sheltered annuity), Code Section 408(p) (relating to a Simple Retirement Account), Code Section 125 (relating to a cafeteria plan), Code Section 132(f)(4) (relating to qualified transportation fringe benefits, effective for Limitation Years beginning after December 31, 2000), or Code Section 457(b) (collectively “Elective Contributions”)) to the extent such contributions are not includible in the Employee’s gross income for the taxable year in which contributed, and any distributions (whether or not includible in gross income when distributed) from a plan of deferred compensation (whether or not qualified), other than amounts received during the year by a Participant pursuant to a nonqualified unfunded deferred compensation plan, which shall be included in Compensation, but only to the extent includible in gross income;

     11.1.1.2.1.2 Amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

     11.1.1.2.1.3 Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option;

     11.1.1.2.1.4 Other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts that are described in Code Section 403(b)), or contributions made by an Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Code Section 403(b) (whether or not the contributions are excludible from the gross income of the Employee), other than Elective Contributions; and

     11.1.1.2.1.5 Other items of remuneration that are similar to any of the items listed in 11.1.1.2.1.1 through 11.1.1.2.1.4, above.

For Plan Years and Limitation Years beginning on and after January 1, 2002, amounts referenced under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he has other health coverage. An amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health

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plan. For any self-employed individual Compensation shall mean earned income, as defined in Code Section 401(c)(2).

For Limitation Years beginning on and after January 1, 2008, Compensation shall include Post-Severance Compensation paid by the later of: (i) two and one-half (2¹/2) months (or such other period as extended by subsequent Treasury Regulations or other published guidance) after Severance from Employment with the Employer; or (ii) the end of the Limitation Year that includes the date of the Employee’s Severance from Employment with the Participating Employer. “Post-Severance Compensation” means payments that would have been included in the definition of Compensation if they were paid prior to the Employee’s Severance from Employment and the payments are: (a) regular Compensation for Services during the Participant’s regular working hours, Compensation for Services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar compensation, if the payments would have been paid to the Employee if the Employee had continued in employment with the Employer; (b) for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if employment had continued; or (c) received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment with the Employer and only to the extent the payment is includible in the Employee’s gross income. Any payments not described in the preceding sentence are not considered Post-Severance Compensation if paid after Severance from Employment, except for payments (1) to an individual who does not currently perform services for the Employer by reason of qualified military service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer; or (2) to any Participant who is permanently and totally disabled for a fixed or determinable period, as determined by the Administrative Committee. For purposes of this Section 11.1.1.2, “permanently and totally disabled” means that the individual 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 which has lasted or can be expected to last for a continuous period of not less than 12 months.

Back pay, within the meaning of Treasury Regulations Section 1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation Year to which the back pay relates to the extent the back pay represents an amount that would otherwise be Compensation.

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     11.1.1.2.2 Hourly Participants. Compensation shall mean Limitation Compensation, as defined in Appendix E.

     11.1.1.2.3 Arrow Salaried Participants. Compensation shall mean Limitation Compensation, as defined in Appendix F.

     11.1.1.2.4 Arrow Hourly Participants. Compensation shall mean Limitation Compensation, as defined in Appendix G.

     11.1.1.2.5 Arrow Berks Participants. Compensation with respect to a Limitation Year means wages within the meaning of Code Section 3401(a) (for purposes of income tax withholding at the source), plus “Elective Contributions.” For purposes of this Section 11.1.2.5, “Elective Contributions” are amounts that would be included in an Employee’s wages but for an election under Code Sections 402(e)(3), 402(h)(1)(B), 402(k), 125 (a), 132(f)(4) (relating to qualified transportation fringe benefits, effective for Limitation Years beginning after December 31, 2000), or Code Section 457(b). However, any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed are disregarded for purposes of determining an Employee’s Compensation. For Plan Years and Limitation Years beginning on and after September 1, 2002, amounts referenced under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Code Section 125 only if an Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan. For any self-employed individual Compensation shall mean earned income, as defined in Code Section 401(c)(2). For Limitation Years beginning on and after September 1, 2007, Compensation shall not be greater than the limit under Code Section 401(a)(17) that applies to that year.

For Limitation Years beginning on and after August 1, 2007, Compensation shall include Post-Severance Compensation paid by the later of: (A) two and one-half (2¹/2) months (or such other period as extended by subsequent regulations or other published guidance) after Severance from Employment with the Employer; or (B) the end of the Limitation Year that includes the date of the Employee’s Severance from Employment with the Employer. “Post-Severance Compensation” means payments that would have been included in the definition of Compensation if they were paid prior to the Employee’s Severance from Employment and the payments are: (i) regular Compensation for services during the Participant’s regular working hours, Compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar compensation, if the payments would have been paid to the Employee if the Employee had continued in employment with the Employer; (ii) for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if employment had continued; or

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(iii) received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment with the Employer and only to the extent the payment is includible in the Employee’s gross income. Any payments not described in the preceding sentence are not considered Post-Severance Compensation if paid after Severance from Employment, except for payments (I) to an individual who does not currently perform services for a Employer by reason of qualified military service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer; or (II) to any Employee who is permanently and totally disabled for a fixed or determinable period, as determined by the Committee. For purposes of this Section 5.9(a)(5), “permanently and totally disabled” means that the individual 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 which has lasted or can be expected to last for a continuous period of not less than 12 months.

Back pay, within the meaning of treasury regulations section 1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation Year to which the back pay relates to the extent the back pay represents an amount that would otherwise be Compensation.

     11.1.1.3 Defined Benefit Plan. A retirement plan that does not provide for individual accounts for Employer contributions. The Administrative Committee shall treat all Defined Benefit Plans (whether or not terminated) maintained by the Employer as a single plan.

     11.1.1.4 Defined Contribution Plan. A retirement plan that provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant’s account, and any income, expenses, gains, and losses, and any forfeitures of accounts of other participants that the plan may allocate to such participant’s account. Solely for purposes of this Section 11.1 (except for the $10,000 minimum benefit limitation of Section 11.1.2.4), the Administrative Committee shall treat Employee contributions made to any Defined Benefit Plan maintained by a Participating Employer as a separate Defined Contribution Plan. The Administrative Committee shall also treat as a Defined Contribution Plan an individual medical account (as defined in Code Section 415(1)(2)) included as part of a Defined Benefit Plan maintained by a Participating Employer and a welfare benefit fund under Code Section 419(e) maintained by an Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)). The Administrative Committee shall treat all Defined Contribution Plans (whether or not terminated) maintained by an Employer as a single plan.

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     11.1.1.5 Employer. The Employer that adopts this Plan and any Related Employers. Solely for purposes of applying the limitations of this Section 11.1, the Administrative Committee shall determine Related Employers by modifying Code Sections 414(b) and (c) in accordance with Code Section 415(h).

     11.1.1.6 High Three-Year Average Compensation. The average of the Participant’s Compensation for the three (3) consecutive Years of Service (or, if the Participant has less than three (3) consecutive Years of Service, the Participant’s longest consecutive period of service, including fractions of years, but not less than one year) with the Employer that produces the highest average. Effective for Limitation Years beginning on or after July 1, 2007, in the case of a Participant who is rehired by the Employer after a Severance from Employment, the Participant’s High Three-Year Average Compensation shall be calculated by excluding all years for which the Participant performs no services for and receives no Compensation from the Employer (the break period) and by treating the years immediately preceding and following the break period as consecutive. In addition, effective for Limitation Years beginning on or after July 1, 2007, a Participant’s Compensation for a Year of Service shall not include Compensation in excess of the limitation under Code Section 401(a)(17) that is in effect for the calendar year in which such Year of Service begins

     11.1.1.7 Limitation Year. The Plan Year. If the Limitation Year is amended to a different 12 consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.

     11.1.1.8 Predecessor Employer. If the Plan, as maintained by the Employer, provides a benefit which a Participant accrued while performing services for a former employer, the former employer is a Predecessor Employer with respect to the Participant. A former entity that antedates the Employer is also a Predecessor Employer with respect to a Participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.

     11.1.1.9 Projected Annual Benefit. The annual benefit (adjusted to an actuarially equivalent straight life annuity if the plan expresses such benefit in a form other than a straight life annuity or qualified joint and survivor annuity) to which a Participant would be entitled under a Defined Benefit Plan on the assumptions that he continues employment until the normal retirement age (or current age, if that is later) thereunder, that his Compensation continues at the same rate as in effect for the Limitation Year under consideration until such age, and that all other relevant factors used to determine benefits under the Defined Benefit Plan remain constant as of the current Limitation Year for all future Limitation Years.

     11.1.1.10 Year of Service.

     11.1.1.10.1 Salaried Participants. A 12 consecutive month period measured from the date an Employee is first credited with an Hour of Service or any anniversary thereof (or his reemployment commencement date or any anniversary thereof), but only if the Plan is in existence for

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such Year of Service and the Participant is a Participant in the Plan at least one day during that Year of Service.

     11.1.1.10.2 Hourly Participants. A Year of Vesting Service, but only if the Plan is in existence for such Year of Service and the Participant is a Participant in the Plan at least one day during that Year of Service.

     11.1.1.10.3 Arrow Salaried Participants. A Year of Benefit Service, as determined under Section 1.54 of the Plan, but only if the Plan is in existence for such Year of Service and the Participant is a Participant in the Plan at least one day during that Year of Service.

     11.1.1.10.4 Arrow Hourly Participants. A Year of Benefit Service, as determined under Section 1.56 of the Plan, but only if the Plan is in existence for such Year of Service and the Participant is a Participant in the Plan at least one day during that Year of Service.

     11.1.1.10.5 Arrow Berks Participants. A Year of Benefit Service, as determined under Section 1.53 of the Plan, but only if the Plan is in existence for such Year of Service and the Participant is a Participant in the Plan at least one day during that Year of Service.

If the Participant receives credit for only a partial Year of Service, he will receive credit for only a partial Year of Service for purposes of the limitations of this Section 11.1. For any other Defined Benefit Plan taken into account, a Year of Service is each accrual computation period for which the Participant receives credit for at least the number of Hours of Service (or period of service, if the Defined Benefit Plan uses elapsed time) necessary to accrue a benefit for that accrual computation period and the eligibility conditions of the Defined Benefit Plan include the Participant as a participant in that plan on at least one day of that accrual computation period. If the Employee satisfies the conditions described in the previous sentence, he will receive credit for a Year of Service (or a partial Year of Service, if applicable) equal to the amount of benefit accrual service (computed to fractional parts of a year) credited under that Defined Benefit Plan for the accrual computation period. A Participant receives credit for a Year of Service under another Defined Benefit Plan only if the Defined Benefit Plan was established no later than the last day of the accrual computation period to which the Year of Service relates. The Participant will not receive credit for more than one Year of Service under this paragraph with respect to the same 12-month period.

          11.1.2 Limitation on Annual Benefit. A Participant’s Annual Benefit payable at any time within a Limitation Year may not exceed the limitations of this Section 11.1.2, even if the benefit formula under the Plan would produce a greater Annual Benefit.

     11.1.2.1 General Rule. Effective for Limitation Years ending after December 31, 2001, with respect to Participants who are credited with an Hour of Service after such date, a Participant’s Annual Benefit may not exceed the lesser of $160,000 (as automatically adjusted under Code Section 415(d), effective January 1 of each year, as published in the Internal Revenue Bulletin),

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payable in the form of a straight life annuity (the “Dollar Limitation”); or 100% of the Participant’s “High Three-Year Average Compensation,” payable in the form of a straight life annuity (the “Compensation Limitation”).

If a Participant is rehired after a Severance from Employment, the Compensation Limitation is the greater of 100% of the Participant’s High Three-Year Average Compensation, as determined prior to the Severance from Employment, or 100% of the Participant’s High Three-Year Average Compensation, as determined after the Severance from Employment.

Effective for Annuity Starting Dates in Limitation Years ending after December 31, 2001, the Dollar Limitation shall be adjusted if the Participant’s Annuity Starting Date is before age 62 or after age 65. If the Annuity Starting Date is before age 62, the Dollar Limitation shall be adjusted under Section 11.1.2.2. If the Annuity Starting Date is after age 65, the Dollar Limitation shall be adjusted under Section 11.1.2.3. However, no adjustment shall be made to the Dollar Limitation to reflect the probability of a Participant’s death between the Annuity Starting Date and age 62 or between age 65 and the Annuity Starting Date, as applicable, if benefits are not forfeited upon the death of the Participant prior to the Annuity Starting Date. To the extent benefits are forfeited upon death before the Annuity Starting Date, such an adjustment shall be made. For this purpose, no forfeiture shall be treated as occurring upon the Participant’s death if the Plan does not charge Participants for providing a qualified preretirement survivor annuity, as defined in Code Section 417(c), upon the Participant’s death.

     11.1.2.2 Annuity Starting Date Prior To Age 62. The following rules apply if distribution of a Participant’s Annual Benefit commences prior to his attaining age 62:

     11.1.2.2.1 Limitation Years beginning before July 1, 2007. The Dollar Limitation for the Participant’s Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant’s Annuity Starting Date that is the actuarial equivalent of the Dollar Limitation (adjusted under Section 11.1.2.5 for years of participation less than 10, if required) with actuarial equivalence computed using whichever of the following produces the smaller annual amount: (a) (i) with respect to Salaried Participants, the Plan’s interest rate and mortality table specified in Section 1.3 for adjusting benefits in the same form; (ii) with respect to Hourly Participants, the Plan interest rate and mortality table specified in Appendix E or a Schedule thereto for adjusting benefits in the same form; and (iii) with respect to Arrow Salaried Participants, the Plan’s interest rate and mortality table specified in Appendix F for adjusting benefits in the same form; (iv) with respect to Arrow Hourly Participants, the Plan’s interest rate and mortality table specified in Appendix G for adjusting benefits in the same form; and (v) with respect to Arrow Berks Participants, the Plan’s interest rate and mortality table specified in Appendix H for adjusting benefits in the same form; or (b) a 5% interest rate assumption and the Applicable Mortality Table.

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     11.1.2.2.2 Limitation Years beginning on and after July 1, 2007.

     11.1.2.2.2.1 If the Plan does not have an immediately commencing straight life annuity payable at both age 62 and the age of benefit commencement, the Dollar Limitation for the Participant’s Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant’s Annuity Starting Date that is the actuarial equivalent of the Dollar Limitation (adjusted under Section 11.1.2.5 for years of participation less than 10, if required) with actuarial equivalence computed using a 5% interest rate assumption and the Applicable Mortality Table in effect prior to January 1, 2008 for the Annuity Starting Date (and expressing the Participant’s age based on completed calendar months as of the Annuity Starting Date).

     11.1.2.2.2.2 If the Plan has an immediately commencing straight life annuity payable at both age 62 and the age of benefit commencement, the Dollar Limitation for the Participant’s Annuity Starting Date shall be the lesser of the Dollar Limitation determined under Section 11.1.2.2.2.1 and the Dollar Limitation (adjusted under Section 11.1.2.5 for years of participation less than 10, if required) multiplied by the ratio of the annual amount of the immediately commencing straight life annuity under the Plan at the Participant’s Benefit Annuity Starting Date to the annual amount of the immediately commencing straight life annuity under the Plan at age 62, both determined without applying the limitations of this Section 11.1.

     11.1.2.3 Annuity Starting Date After Age 65.

     11.1.2.3.1 Limitation Years beginning before July 1, 2007. The Dollar Limitation for the Participant’s Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant’s Annuity Starting Date that is the actuarial equivalent of the Dollar Limitation (adjusted under Section 11.1.2.5 for years of participation less than 10, if required) with actuarial equivalence computed using whichever of the following produces the smaller amount: (a) (i) with respect to Salaried Participants, the Plan’s interest rate and mortality table specified in Section 1.3 for adjusting benefits in the same form; (ii) with respect to Hourly Participants, the Plan interest rate and mortality table specified in Appendix E or a Schedule thereto for adjusting benefits in the same form; and (iii) with respect to Arrow Salaried Participants, the Plan’s interest rate and mortality table specified in Appendix F for adjusting benefits in the same form; (iv) with respect to Arrow Hourly Participants, the Plan’s interest rate and mortality table specified in Appendix G for adjusting benefits in the same form; and (v) with respect to Arrow Berks Participants, the Plan’s interest rate and mortality table specified in Appendix H for adjusting benefits in the same form; or (b) a 5% interest rate assumption and the Applicable Mortality Table.

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     11.1.2.3.2 Limitation Years beginning on and after July 1, 2007.

     11.1.2.3.2.1 If the Plan does not have an immediately commencing straight life annuity payable at both age 65 and the age of benefit commencement, the Dollar Limitation at the Participant’s Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant’s Annuity Starting Date that is the actuarial equivalent of the Dollar Limitation (adjusted under Section 11.1.2.5 for years of participation less than 10, if required) with actuarial equivalence computed using a 5% interest rate assumption and the Applicable Mortality Table in effect prior to January 1, 2008 for that Annuity Starting Date (and expressing the Participant’s age based on completed calendar months as of the Annuity Starting Date).

     11.1.2.3.2.2 If the Plan has an immediately commencing straight life annuity payable at both age 65 and the age of benefit commencement, then the Dollar Limitation for the Participant’s Annuity Starting Date shall be the lesser of the Dollar Limitation determined under Section 11.1.2.3.2.1 and the Dollar Limitation (adjusted under Section 11.1.2.5 for years of participation less than 10, if required) multiplied by the ratio of the annual amount of the adjusted immediately commencing straight life annuity under the Plan at the Participant’s Annuity Starting Date (the annual amount of such annuity payable to the Participant, computed disregarding the Participant’s accruals after age 65 but including actuarial adjustments, even if those actuarial adjustments are used to offset accruals) to the annual amount of the adjusted immediately commencing straight life annuity under the Plan at age 65 (the annual amount of such annuity that would be payable under the Plan to a hypothetical Participant who is age 65 and has the same Accrued Benefit as the Participant), both determined without applying the limitations of this Section 11.1

     11.1.2.4 Minimum Benefit Limitation. If a Participant’s Annual Benefit payable for a Limitation Year under any form of benefit under this Plan and all other Defined Benefit Plans ever maintained by the Employer (without regard to whether a plan has been terminated) does not exceed $10,000 multiplied by a fraction, the numerator of which is the Participant’s number of Years of Service (or part thereof, but not less than one year and not to exceed 10) and the denominator of which is 10, and the Participant does not participate (and has never participated) in any Defined Contribution Plan maintained by the Employer (or a Predecessor Employer) , the Annual Benefit satisfies the limitations of this Section 11.1.2 even if it exceeds the limitations set forth in Section 11.1.2.1. For this purpose, mandatory employee contributions under a defined benefit plan, individual medical accounts under Code Section 401(h), and accounts for postretirement medical benefits established under Code Section 419A(d)(1) are not considered a separate Defined Contribution Plan.

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     11.1.2.5 Adjustment For Years of Service/Participation Less Than 10. If a Participant has less than ten (10) Years of Service with the Employer at the time benefits commence, the Administrative Committee shall multiply the Compensation Limitation and the $10,000 Minimum Benefit Limitation of Section 11.1.2.4 by a fraction, the numerator of which is the number of Years of Service (computed to fractional parts of a year) with the Employer and the denominator of which is ten (10). If a Participant has less than ten (10) years of participation in the Plan at the time benefits commence, the Administrative Committee shall multiply the Dollar Limitation by a fraction, the numerator of which is the number of years of participation (computed to fractional parts of a year) in the Plan and the denominator of which is ten (10). The reduction described in this Section 11.1.2.5 shall not reduce a Participant’s maximum Annual Benefit to less than one-tenth of the maximum Annual Benefit determined without regard to such reduction. To the extent required by Treasury Regulations or by other published Internal Revenue Service guidance, the Committee shall apply the reduction of this Section 11.1.2.5 separately to each change in the benefit structure of the Plan.

     11.1.2.6 Adjustments To Dollar Limitation. The Dollar Limitation of this Section 11.1 2 shall be automatically adjusted under Code Section 415(d), effective January 1 of each year, as published in the Internal Revenue Bulletin. The adjusted Dollar Limitation is applicable to the Limitation Year ending with or within the calendar year of the date of the adjustment; provided, however, that effective for Limitation Years beginning on and after July 1, 2007, a Participant’s benefits shall not reflect the adjusted limit before January 1 of that calendar year.

     11.1.2.7 Current Accrued Benefit Exception. Notwithstanding anything in this Section 11.1 to the contrary, the maximum Annual Benefit for any individual who was a Participant as of the first day of the Limitation Year beginning after December 31, 1986, in one or more Defined Benefit Plans maintained by a Participating Employer on May 6, 1986, shall not be less than the Current Accrued Benefit for all such Defined Benefit Plans. The “Current Accrued Benefit” shall mean a Participant’s Accrued Benefit under the Plan, and under all other Defined Benefit Plans maintained by the Employer, determined as if the Participant had experienced a Severance from Employment as of the close of the last Limitation Year beginning before January 1, 1987, when expressed as an Annual Benefit within the meaning of Code Section 415(b)(2). In determining the amount of a Participant’s Current Accrued Benefit, any change in the terms and conditions of the Plan after May 5, 1986, and any cost of living adjustment occurring after May 5, 1986, shall be disregarded. This Section applies only if the Plan and any other Defined Benefit Plans individually and in the aggregate satisfied the requirements of Code Section 415 for all Limitation Years beginning before January 1, 1987.

     11.1.2.8 Application Of Limitations. A Participant’s Accrued Benefit at any time may not exceed the applicable limitation under this Section 11.1.2. The Administrative Committee shall calculate the Participant’s normal retirement pension without regard to the limitations of this Section 11.1.2 and then apply these limitations (as reduced, if applicable, pursuant to Section 11.1.3) to the determination of the Participant’s Accrued Benefit.

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     11.1.2.9 Aggregation Rules. For purposes of this Section 11.1, all qualified Defined Benefit Plans (whether terminated or not) ever maintained by the Employer shall be treated as one Defined Benefit Plan, and all qualified Defined Contribution Plans (whether terminated or not) ever maintained by the Employer shall be treated as one Defined Contribution Plan. The rules under Code Section 415(j) shall apply as appropriate for purposes of this Section 11.1 for Limitation Years that begin on or after July 1, 2007. In no event shall a Participant’s benefit be double counted in the application of these aggregation rules. The limitations of this Section 11.1 shall be determined and applied taking into account the aggregation rules provided herein, and the aggregation rules not otherwise provided in this Section 11.1, as incorporated by reference from Treasury Regulations Section 1.415(f)-1. However, any increase in benefits resulting from the application of such rules in effect as of the Limitation Year beginning on or after July 1, 2007, shall apply only to Participants who have completed at least one (1) Hour of Service with the Employer after the last day of Limitation Year that ends just before the Limitation Year that begins on or after July 1, 2007.

     11.1.2.10 Special Rule for Pre-2000 Annuity Starting Dates. With respect to a Participant who has an Annuity Starting Date prior to the first Limitation Year commencing on or after January 1, 2000, his benefit shall continue to be subject to the maximum Annual Benefit limits and the provisions of the Plan that were in effect at his Annuity Starting Date, and shall not be increased due to the repeal of Code Section 415(e).

     11.1.2.11 Special Rule for New Benefit Limits Under EGTRRA. Any benefit increases resulting from the increase in the limitations of Code Section 415(b) effective for Limitation Years ending after December 31, 2001 shall be provided to all Employees participating in the Plan who have one Hour of Service on or after the first day of the first Limitation Year ending after December 31, 2001.

     11.1.2.12 2007 Grandfather Provisions. The application of the provisions of this Section 11.1 effective as of the first Limitation Year on or after July 1, 2007, shall not cause the maximum Annual Benefit for any Participant to be less than the Participant’s accrued benefit under all the Defined Benefit Plans of the Participating Employer (or a predecessor) as of the end of the last Limitation Year beginning before July 1, 2007, under provisions of the Plan or plans that were both adopted and in effect before April 5, 2007. The preceding sentence applies only if the provisions of such Defined Benefit Plans that were both adopted and in effect before April 5, 2007 satisfied the applicable requirements of statutory provisions, Treasury Regulations, and other published guidance relating to Code Section 415 in effect as of the end of the last Limitation Year beginning before July 1, 2007, as described in Treasury Regulations Section 1.415(a)-1(g)(4). In addition, the Plan will not be treated as failing to satisfy the limitations of Code Section 415 merely because the definition of Compensation for a Limitation Year as used for purposes of the limitations of this Section 11.1 reflects compensation for a Plan Year that is in excess of the annual compensation limit under Code Section 401(a)(17) that applies to that Plan Year.

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     11.1.2.13 Benefits Under Terminated Plans. If a Defined Benefit Plan maintained by the Employer has terminated with sufficient assets for the payment of benefit liabilities of all participants and a participant in the plan has not yet commenced benefits under the plan, the benefits provided pursuant to the annuities purchased to provide the Participant’s benefits under the terminated Defined Benefit Plan at each possible Annuity Starting Date shall be taken into account in applying the limitations of this Section 11.1. If there are not sufficient assets for the payment of all participants’ benefit liabilities, the benefits taken into account shall be the benefits that are actually provided to the Participant under the terminated plan.

     11.1.2.14 Benefits Transferred from the Plan. If a participant’s benefits under a Defined Benefit Plan maintained by the Employer are transferred to another Defined Benefit Plan maintained by the Employer and the transfer is not a transfer of distributable benefits pursuant to Treasury Regulations Section 1.411(d)-4, Q&A-3(c), the transferred benefits are not treated as being provided under the transferor plan. Instead the benefits are taken into account as benefits provided under the transferee plan. If a participant’s benefits under a Defined Benefit Plan maintained by the Employer are transferred to another Defined Benefit Plan that is not maintained by the Employer and the transfer is not a transfer of distributable benefits pursuant to Treasury Regulations Section 1.411(d)-4, Q&A-3(c),the transferred benefits are treated by the Employer’s plan as if such benefits were provided under annuities purchased to provide benefits under a plan maintained by the Employer that terminated immediately before the transfer with sufficient assets to pay all participants’ benefit liabilities under the plan. If a participant’s benefits under a Defined Benefit Plan maintained by the Employer are transferred to another Defined Benefit Plan in a transfer of distributable benefits pursuant to Treasury Regulations Section 1.411(d)-4, Q&A-3(c), the amount transferred is treated as a benefit paid from the transferor plan.

     11.1.2.15 Formerly Affiliated Plans of a Participating Employer. A formerly affiliated plan of the Employer shall be treated as a plan maintained by the Employer, but the formerly affiliated plan shall be treated as if it had terminated immediately prior to the cessation of affiliation with sufficient assets to pay participants’ benefit liabilities under the plan and had purchased annuities to provide benefits.

     11.1.2.16 Plans of a Predecessor Employer. If the Employer maintains a Defined Benefit Plan that provides benefits accrued by a participant while performing services for a Predecessor Employer, the participant’s benefits under a plan maintained by the Predecessor Employer shall be treated as provided under the plan maintained by the Employer. However, for this purpose, the plan of the Predecessor Employer shall be treated as if it had terminated immediately prior to the event giving rise to the Predecessor Employer relationship with sufficient assets to pay participants’ benefit liabilities under the plan, and had purchased annuities to provide benefits; the Employer and Predecessor Employer shall be treated as if they were a single employer immediately prior to such event and as unrelated employers immediately after the event; and, if the event giving rise to the predecessor relationship is a benefit transfer, the transferred benefits shall be excluded in determining the benefits provided under the plan of the Predecessor Employer.

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     11.1.2.17 Aggregation With Multiemployer Plans. If the Employer maintains a multiemployer plan, as defined in Code Section 414(f), and the multiemployer plan so provides, only the benefits under the multiemployer plan that are provided by the Employer shall be treated as benefits provided under a plan maintained by the Employer for purposes of this Section 11.1. Effective for Limitation Years ending after December 31, 2001, a multiemployer plan shall be disregarded for purposes of applying the Compensation Limitation and the limitation in Section 11.1.2.4.

          11.1.3 Incorporation by Reference. Notwithstanding anything contained in this Section 11.1 to the contrary, the limitations, adjustments and other requirements provided in this Section 11.1 shall at all times comply with the provisions of Code Section 415 and the Treasury Regulations issued thereunder, the terms of which are specifically incorporated into this Plan by reference.

          11.1.4 Repeal of Provision. Should Congress provide by statute, or the Internal Revenue Service provide by regulation or ruling, that any or all of the conditions set forth in this Section 11.1 are no longer necessary for the Plan to meet the requirements of Section 401 or other applicable provisions of the Code then in effect, such conditions shall immediately become void and shall no longer apply, without the necessity of further amendment to the Plan.

     11.2 Benefit Limitations — Rules for Certain Highly Compensated Employees. If the Plan is terminated, the benefit due any Participant or former Participant who is one of the 25 highest paid Highly Compensated Employees shall be restricted in the manner set forth in Section 11.2.1 and Section 11.2.2.

          11.2.1 Benefit Restriction. The benefit payable shall be limited to a benefit that is nondiscriminatory under Section 401(a)(4) of the Code.

          11.2.2 Distribution Restriction. The annual payment shall be restricted to an amount equal to the payments that would be made on behalf of such Participant under a single life annuity that is the Actuarial Equivalent of the sum of the Participant’s Accrued Benefit and the Participant’s other benefits, as defined below.

          11.2.3 Definition of “Benefits”. For purposes of this Section, the term “benefits” shall include loans in excess of the amounts set forth in Section 72(p)(2)(A) of the Code, any periodic income, any withdrawal values payable to a living Participant, and any death benefits not provided for by insurance on the Participant’s life.

          11.2.4 Restrictions Not Applicable. The restrictions described in this Section 11.2 shall not apply if:

     11.2.4.1 after payment to a Participant described in this Section 11.2 of all benefits described in Section 11.2.3, the value of Plan assets equals or exceeds 110% of the value of the Plan’s current liabilities, as defined in Section 412(l)(7) of the Code; or

     11.2.4.2 the value of the benefits described in Section 11.2.3 for a Participant described in this Section 11.2 is less than 1% of the value of the Plan’s current liabilities.

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Should Congress provide by statute, or the Internal Revenue Service provide by regulation or ruling, that any or all of the conditions set forth in this Section 11.2 are no longer necessary for the Plan to meet the requirements of Section 401 or other applicable provisions of the Code then in effect, such conditions shall immediately become void and shall no longer apply, without the necessity of further amendment to the Plan.

ARTICLE XII. PROVISIONS RELATING TO TOP-HEAVY PLAN.

     12.1 Top-Heavy Requirement. .Notwithstanding anything in the Plan to the contrary, if the Plan is a Top-Heavy Plan within the meaning of Section 1.59 and Section 416(g) of the Code, then the Plan shall meet the requirements of Sections 12.2, 12.3, and 12.4 for any such Plan Year, but only to the extent required by Code Section 416. In the event that Congress should provide by statute, or the Treasury Department should provide by regulation or ruling, that the limitations provided in this Article are no longer necessary for the Plan to meet the requirements of Code Section 401 or other applicable law then in effect, such limitations shall become void and shall no longer apply, without the necessity of further amendment to the Plan. The provisions of this Article do not apply to the collectively bargained portion of this Plan.

     12.2 Minimum Vesting Requirement. For any Plan Year in which this Plan is a Top-Heavy Plan, the nonforfeitable interest of each Participant in his Accrued Benefits shall be based on the following schedule:

          12.2.1 Salaried Participants:

Years of Continuous Service
As Defined in Plan
Section 1.17	Vested Interest
Less than two		0	%
Two but less than three		20	%
Three but less than four		40	%
Four but less than five		60	%
Five or more		100	%

          12.2.2 Hourly Participants:

Years of Vesting Service	Vested Percentage
Less than 2		0	%
2		20	%
3		40	%
4		60	%
5		80	%
6		100	%

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          12.2.3 Arrow Salaried Participants: In a Plan Year in which the Plan is a Top-Heavy Plan, each Participant who has earned three or more Years of Vesting Service shall be fully vested in his Accrued Benefit.

          12.2.4 Arrow Hourly Participants: In a Plan Year in which the Plan is a Top-Heavy Plan, each Participant who has earned three or more Years of Vesting Service shall be fully vested in his Accrued Benefit.

          12.2.5 Arrow Berks Participants: In a Plan Year in which the Plan is a Top-Heavy Plan, each Participant who has earned three or more Years of Vesting Service shall be fully vested in his Accrued Benefit.

The vesting schedules set forth in this Section 12.2 does not apply to the Accrued Benefit of any Employee who does not have an Hour of Service after the Plan has initially become Top Heavy.

     12.3 Minimum Benefit Requirement. If this Plan is Top Heavy in any Plan Year, the Plan guarantees a minimum benefit to each Non-Key Employee who is a Participant eligible for such benefit as provided in this Article XII. A Participant’s Top Heavy minimum benefit is an annual benefit, payable as a straight life annuity commencing at his Normal Retirement Age equal to the Participant’s average Compensation (as defined in Section 11.1.1.2) for the period of consecutive years (not exceeding five) during which the Participant had the greatest aggregate Compensation from the Employer, multiplied by the applicable percentage equal to two percent (2%) multiplied by the number (not exceeding ten (10)) of Years of Top Heavy Service as a Non-Key Employee Participant in the Plan. When determining whether years are consecutive for purposes of averaging Compensation, the Administrative Committee shall disregard years for which the Participant does not complete at least one thousand (1,000) Hours of Service. A “Year of Top Heavy Service” is a Plan Year in which the Plan is Top Heavy and: (i) with respect to a Salaried Participant, the Participant is credited with a year of Credited Service; (ii) with respect an Hourly Participant, the Participant is credited with 1,000 Hours of Service; and (iii) with respect to an Arrow Salaried Participant, Arrow Hourly Participant, or an Arrow Berks Participant, a 12-consecutive-month period that begins on a Participant’s Employment Date or Reemployment Date (whichever is applicable), or on any anniversary of such date, in which a Participant completes 1,000 or more Hours of Service. If a Non-Key Employee participates in this Plan and in a Top Heavy Defined Contribution Plan included in the Required Aggregation Group, the minimum benefits shall be provided under this Plan. No accrual shall be provided pursuant to this paragraph for a Plan Year in which the Plan does not benefit any Key Employee or former Key Employee.

A Participant under this Section shall include an Employee who is otherwise eligible to participate in the Plan, but who receives no accrual or a partial accrual because of the level of his Compensation, because he is not employed on the last day of the accrual computation period, or because the Plan is integrated with Social Security. If the accrual computation period does not coincide with the Plan Year, a minimum benefit accrues with respect to each accrual computation period falling wholly or partly in a Plan Year in which the Top Heavy minimum benefit requirement applies.

If a Participant accrues an additional benefit for a Plan Year by reason of this Section, the Participant’s Accrued Benefit shall never be less than the Accrued Benefit determined at the end of that Plan Year, irrespective of whether the Plan is a Top Heavy plan for any subsequent

79

Plan Year. The Employer shall not impute Social Security benefits to determine whether the Plan has satisfied the Top Heavy minimum benefit requirement for a Participant, nor shall the Plan offset a Participant’s Social Security benefit from his Accrued Benefit attributable to the Top Heavy minimum benefit requirement.

No additional benefit accruals shall be provided pursuant to this Section 12.3 above to the extent that the total accruals on behalf of the Participant attributable to Employer contributions will provide a benefit expressed as a life annuity commencing at Normal Retirement Age that equals or exceeds 20 percent of the Participant’s average Compensation (as defined in Section 11.1.1.2) for the period of consecutive years (not exceeding five) during which the Participant had the greatest aggregate Compensation from the Employer. If the form of benefit is other than a single life annuity, the Non-Key Employee must receive an amount that is the Actuarial Equivalent of the minimum single life annuity benefit. If the benefit commences at a date other than at Normal Retirement Age, the Non-Key Employee must receive at least an amount that is the Actuarial Equivalent of the minimum single life annuity benefit commencing at Normal Retirement Age.

     12.4 Change in Top-Heavy Status. If the Plan becomes a Top-Heavy Plan and subsequently ceases to be a Top-Heavy Plan, the vesting schedule in Section 12.2 shall continue to apply in determining the vested percentage of the Accrued Benefit of: (i) any Salaried Participant who had at least three years of Credited Service as of the last day of the last Plan Year in which the Plan was a Top-Heavy Plan; (ii) any Hourly Participant who had at least three Years of Vesting Service as of the July 31 of the last Plan Year in which the Plan was a Top-Heavy Plan; and (iii) any Arrow Salaried Participant, Arrow Hourly Participant, or Arrow Berks Participant who had a least three Years of Vesting Service as of the last day of the last Plan Year in which the Plan was a Top-Heavy Plan. For all other Participants, the vesting schedule in Section 12.2 shall apply only to their Accrued Benefit as of such last day.

ARTICLE XIII. VETERANS’ REEMPLOYMENT RIGHTS.

     13.1 USERRA. Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service will be provided in accordance with Section 414(u) of the Code.

     13.2 Crediting Service.

          13.2.1 An Employee reemployed by the Employer in accordance with Chapter 43 of Title 38 of the United States Code shall be treated as not having incurred a Break-in-Service by reason of such Employee’s period of Qualified Military Service.

          13.2.2 Upon reemployment by the Employer in accordance with Chapter 43 of Title 38 of the United States Code, an Employee’s period of Qualified Military Service:

     13.2.2.1 With respect to Salaried Participants shall be deemed Continuous Service.

     13.2.2.2 With respect to Hourly Participants, shall be counted for purposes of determining such Employee’s and/or Participant’s Years of Vesting Service and Years of Benefit Accrual Service

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     13.2.2.3 With respect to Arrow Salaried Participants, shall be counted for purposes of determining such Employee’s and/or Participant’s Years of Vesting Service and Years of Benefit Service.

     13.2.2.4 With respect to Arrow Hourly Participants, shall be counted for purposes of determining such Employee’s and/or Participant’s Years of Vesting Service and Years of Benefit Service.

     13.2.2.5 With respect to Arrow Berks Participants, shall be counted for purposes of determining such Employee’s and/or Participant’s Years of Vesting Service and Years of Benefit Service.

     13.3 Compensation. An Employee who is in Qualified Military Service shall be treated as receiving compensation from the Employer during such period of Qualified Military Service equal to:

     13.3.1 the Compensation the Employee would have received during such period if the Employee were not in Qualified Military Service, determined based on the rate of pay the Employee would have received from the Employer but for absence during the period of Qualified Military Service; or

     13.3.2 if the Compensation the Employee would have received during such period was not reasonably certain, the Employee’s average compensation from the Employer during the 12-month period immediately preceding the Qualified Military Service (or, if shorter, the period of employment immediately preceding the Qualified Military Service).

     13.4 Qualified Military Service. For purposes of the Plan, the term “Qualified Military Service” means any service in the “uniformed services” (as defined in Chapter 43 of Title 38 of the United States Code) by any Employee if such Employee is entitled to reemployment rights under such Chapter with respect to such service.

     13.5 Earnings and Forfeitures. Nothing in this Article XIII shall be construed as requiring:

     13.5.1 any crediting of earnings to an Employee with respect to any contribution before such contribution is actually made; or

     13.5.2 the allocation of any forfeiture with respect to the period of an Employee’s Qualified Military Service.

ARTICLE XIV. MISCELLANEOUS.

     14.1 Limited Purpose of Plan. Nothing contained in the Plan shall be deemed to give any Participant or other Employee the right to be continued as an Employee, nor shall it interfere with the right of the Employer to discharge or otherwise deal with him without regard to the existence of the Plan and without liability for any claim for any payment whatsoever except to the extent expressly provided for in the Plan. Each Employer expressly reserves the right to discharge any Employee whenever in its judgment its best interests so require.

     14.2 Non-alienation. No benefit payable under the Plan shall be subject in any manner to anticipation, assignment, or voluntary or involuntary alienation. This Section shall not

81

preclude the Trustee from complying with the terms of a qualified domestic relations order as defined in Section 414(p) of the Code.

     14.3 Facility of Payment. If the Administrative Committee, in its sole discretion, deems a Participant, surviving Spouse, or other Beneficiary who is entitled to receive any payment hereunder to be incompetent to receive the same by reason of age, illness or any infirmity or incapacity of any kind, the Committee may direct the Trustee to apply such payment directly for the benefit of such person, or to make payment to any person selected by the Committee to disburse the same for the benefit of the Participant, surviving Spouse, or other Beneficiary. Payments made pursuant to this Section shall operate as a discharge, to the extent thereof, of all liabilities of the Participating Employer, the Committee, the Trustee and the Fund to the person for whose benefit the payments are made.

     14.4 Effect of Return of Benefit Checks. Each person entitled to benefits under this Plan shall furnish the Administrative Committee with the address to which his benefit checks shall be mailed. If any benefit check mailed by regular United States mail to the last address appearing on the Administrative Committee’s records is returned because the addressee is not found at that address, the mailing of benefit checks shall stop. Thereafter, if the Administrative Committee receives written notice of the proper address of the person entitled to receive such benefit checks and is furnished with evidence satisfactory to the Administrative Committee that such person is living, all amounts then due but unpaid shall be forwarded to such person.

     14.5 Impossibility of Diversion.

           14.5.1 General Rule. All Plan assets shall be held as part of the Fund, until paid to satisfy allowable Plan expenses or to provide benefits to Participants, surviving impossible for any part of the Fund to be used for, or diverted Spouses and other Beneficiaries. It shall be impossible for any part of the Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants, surviving Spouses, or other Beneficiaries under the Plan or the payment of reasonable expenses of the administration of the Plan. The reasonable expenses incident to the operation of the Plan shall be paid out of the Trust Funds, but the Employer in its discretion may determine at any time to pay part or all thereof directly. Any such determination shall not require the Employer to pay the same or other expenses at any other time.

           14.5.2 Special Rule; Return of Contributions. It is intended that the Plan and the Fund shall continue to qualify under Section 401(a) of the Code. Therefore, Section 14.5.1 shall be subject to the following provisions:

     14.5.2.1 Contributions are conditioned upon their deductibility under Section 404 of the Code; the entire contribution attributable to any Plan Year as to which deductibility is disallowed may be recovered, to the extent of the amount of the disallowance, within one year after the disallowance. Nondeductible contributions that are treated as de minimis pursuant to Revenue Procedure 90-49 shall be returned to the Participating Employer within one year of the date of the Plan actuary’s certification of such nondeductibility.

     14.5.2.2 In the case of a contribution which is made in whole or in part by reason of a mistake of fact, so much of such contribution as is attributable to the mistake of fact shall be returnable to the Participating Employer upon demand by the Committee, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake. Demand and

82

repayment must be effectuated within one year after the payment of the contribution to which the mistake applies.

Income and gains attributable to the excess contributions may not be recovered by the Participating Employer. Losses attributable to such contribution shall reduce the amount the Participating Employer may recover.

     14.6 Unclaimed Benefits. If a Participant, surviving Spouse, or other Beneficiary to whom a benefit is payable under the Plan cannot be located following a reasonable effort to do so by the Committee, such benefit shall be forfeited but shall be reinstated if a claim therefor is filed by the Participant, surviving Spouse, or other Beneficiary.

     14.7 Construction. The masculine gender includes the feminine and the singular may include the plural, and vice versa, unless the context clearly indicates otherwise.

     14.8 Governing Law. Except to the extent such laws are superseded by ERISA, the laws of the Commonwealth of Pennsylvania shall govern.

     14.9 Contingent Effectiveness of Plan Amendment and Restatement. The effectiveness of the Plan as amended and restated, including but not limited to the contributions made by the Participating Employers, shall be subject to and contingent upon a determination by the District Director of Internal Revenue that the Plan continues to be qualified under the applicable provisions of the Code. If the District Director determines that the amendment and restatement does adversely affect the prior qualification of the Plan under the applicable Sections of the Code, then, upon notice to the Trustee, the Board of Directors shall have the right further to amend the Plan or to rescind the amendment and restatement.

This Plan has been executed on December 29, 2008.

TELEFLEX INCORPORATED
By:	/s/ Terry Moulder
Title:	Vice President -    HR Operations

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EX-10.3

Exhibit 10.3

TELEFLEX INCORPORATED
DEFERRED COMPENSATION PLAN

Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND GENERAL PROVISIONS		1
1.1 Definitions		1
(a) Account		1
(b) Administrative Committee		1
(c) Beneficiary		1
(d) Board		1
(e) Bonus		1
(f) Change of Control		1
(g) Code		2
(h) Committee		2
(i) Compensation		2
(j) Corporation		3
(k) Director		3
(l) Effective Date		3
(m) Eligible Employee		3
(n) Employee		3
(o) ERISA		3
(p) Employer		3
(q) Exchange Act		3
(r) Participant		3
(s) Performance-Based		3
(t) Plan		4
(u) Plan Year		4
(v) Qualified Plan		4
(w) Reporting Person		4
(x) Separation from Service or Separate from Service		4
(y) Shares		5
(z) Specified Employee		5
(aa) Total Disability or Totally Disabled		5
(bb) Unforeseeable Emergency		5
1.2 General Provisions		5

-i-

TABLE OF CONTENTS
(continued)

	Page
ARTICLE II PARTICIPATION AND COMPENSATION DEFERRALS		5
2.1 Eligibility		5
2.2 Director Compensation Deferrals		6
(a) Initial Election		6
(b) Annual Election		6
(c) Election Procedure		6
2.3 Eligible Employee Compensation Deferrals		6
(a) Initial Election		6
(b) Annual Election		6
(c) Election Procedure		7
2.4 Deferral of Equity-Based Compensation		7
(a) Restricted Stock and Restricted Stock Units		7
(b) Dividends and Stock Splits		8
2.5 Additional Rules Relating to Deferral Elections		8
(a) Irrevocable Elections		8
(b) Permitted Deferral Amount		8
(c) Automatic Suspension		9
2.6 Employer Matching Contributions		9
2.7 Employer Non-Elective Contributions		9
2.8 Prior Plan Credits		10
2.9 Deferred Benefits		10
2.10 Eligibility List; Suspension of Active Participation		10
2.11 Termination of Participation		10
2.12 Participation by Other Employers		10
2.13 Reemployed or Transferred Participants		11
ARTICLE III VESTING		11
3.1 Vesting		11
3.2 Confidentiality and Non-Competition Agreement		12
ARTICLE IV ACCOUNTS AND INVESTMENTS		12
4.1 Record of Account		12
4.2 Investments		13
4.3 Special Rules Applicable to Investments in Shares		13

-ii-

TABLE OF CONTENTS
(continued)

	Page
ARTICLE V DISTRIBUTIONS		15
5.1 Time of Payment		15
5.2 Form of Payment		15
5.3 Changing the Time and/or Form of Payment		16
5.4 Distribution upon Death		16
5.5 Special Rules for Prior Plan Credits		16
5.6 Lump Sum Distribution of Small Amounts or upon a Change of Control		17
5.7 Withdrawals for Unforeseeable Emergency		17
5.8 Acceleration of Payment		17
(a) Domestic Relations Order		17
(b) Employment Taxes		18
(c) Payment of State, Local or Foreign Taxes		18
(d) Income Inclusion under Code Section 409A		18
(e) Certain Offsets		18
(f) Bona fide disputes as to a right to a payment		18
(g) Plan termination or liquidation		18
(h) Other Permissible Reasons		18
5.9 Delay of Payment		19
(a) Specified Employees		19
(b) Compensation Deduction Limits		19
(c) Federal Securities Laws or Other Applicable Law		19
(d) Bona Fide Business Concerns		19
(e) Objective, Nondiscretionary Formula		19
(f) Disputed Payments or the Employer’s Refusal to Pay		19
5.10 Assignment and Assumption of Liabilities		20
ARTICLE VI PLAN ADMINISTRATION		20
6.1 Administration		20
6.2 Administrative Committee		20
6.3 Statement of Participant’s Account		21
6.4 Filing Claims		21
6.5 Notification to Claimant		21
6.6 Review Procedure		22

-iii-

TABLE OF CONTENTS
(continued)

	Page
6.7 Payment of Expenses		22
ARTICLE VII AMENDMENT AND TERMINATION		22
7.1 Amendment		22
7.2 Termination		22
ARTICLE VIII MISCELLANEOUS PROVISIONS		22
8.1 Employment Relationship		22
8.2 Facility of Payments		23
8.3 Funding		23
8.4 Anti-Assignment		24
8.5 Unclaimed Interests		24
8.6 References to Code, Statutes and Regulations		24
8.7 Liability		24
8.8 Tax Consequences of Compensation Reductions		24
8.9 Corporation as Agent for Related Employers		24
8.10 Governing Law; Severability		24
8.11 Taxes		25

-iv-

TELEFLEX INCORPORATED
DEFERRED COMPENSATION PLAN

     Teleflex Incorporated, a Delaware corporation (“Corporation”), previously adopted and maintains the Teleflex Incorporated Deferred Compensation Plan (“Plan”) to provide a deferred compensation arrangement for the members of its Board of Directors and a select group of management or highly compensated employees of the Corporation and of its affiliated entities which participate in this Plan with the consent of the Corporation. The Plan is intended to be an unfunded, nonqualified deferred compensation arrangement as provided under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and to satisfy the requirements of a “top hat” plan thereunder and under Labor Regulation Section 2520.104-23.

     The Plan was originally effective January 1, 1995. The Plan was amended and restated effective January 1, 1999. The Plan was further amended effective January 1, 2003. The Plan is hereby amended and restated effective as of January 1, 2009. This amended and restated Plan is intended to comply with the requirements of The American Jobs Creation Act of 2004 (“AJCA”), Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and final regulations and other rulings issued by the Internal Revenue Service (“IRS”) thereunder.

ARTICLE I
DEFINITIONS AND GENERAL PROVISIONS

     1.1 Definitions. Unless the context requires otherwise, the terms defined in this Section shall have the meanings set forth below. When the defined meaning is intended, the term is capitalized:

          (a) Account. The bookkeeping account described in Section 4.1 under which contributions and earnings are credited on behalf of a Participant.

          (b) Administrative Committee. The Financial Benefit Plans Committee or such other committee appointed by the Committee or the Board to oversee the administration of the Plan, or any successor thereto.

          (c) Beneficiary. The person(s) entitled to receive any distribution hereunder upon the death of a Participant. The Beneficiary for benefits payable under this Plan shall be the beneficiary designated by the Participant in accordance with procedures established by the Administrative Committee as of the Participant’s date of death, or, in the absence of any such designation, the Participant’s estate.

          (d) Board. The Board of Directors of the Corporation or the Compensation Committee thereof.

          (e) Bonus. An amount paid or payable by the Employer to an Eligible Employee for a Plan Year that is not part of the Eligible Employee’s base salary, wages or commissions and that is either Performance-Based, paid in the discretion of the Employer, or payable based on some criteria other than hours worked.

          (f) Change of Control.

     (1) Any “person” (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than the Corporation, any majority controlled subsidiary

of the Corporation, or the fiduciaries of any Corporation benefit plans) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 20% or more of the total voting power of the voting securities of the Corporation then outstanding and entitled to vote generally in the election of Directors of the Corporation; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Corporation;

     (2) Individuals who, as of the beginning of any 24 month period, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any individual becoming a Director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Corporation;

     (3) Consummation of (i) a merger, consolidation or reorganization of the Corporation, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of the Corporation immediately prior to such merger, consolidation or reorganization do not, following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Corporation, or (iii) a sale or other disposition of all or substantially all of the assets of the Corporation, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Corporation immediately before such sale or other disposition; or

     (4) Consummation of any other transaction determined by resolution of the Board to constitute a Change of Control.

          (g) Code. The Internal Revenue Code of 1986, as amended from time to time.

          (h) Committee. The Teleflex Incorporated Benefits Policy Committee or any successor thereto.

          (i) Compensation. Amounts paid or payable by the Employer to an Eligible Employee for a Plan Year which are includable in income for federal tax purposes, including base salary and variable compensation in the form of commissions (except as otherwise provided herein). Notwithstanding the foregoing, the following amounts are excluded from Compensation: (1) other cash or non-cash compensation, expense reimbursements or other benefits or contributions by the Corporation to any other employee benefit plan, other than pre-

2

tax salary deferrals into the Qualified Plan or any Code Section 125 plan sponsored by the Corporation or any of its affiliates; (2) any Bonus; (3) amounts realized (A) from the exercise of a stock option, (B) when restricted stock (or property) held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, (C) when the Shares underlying RSUs are payable to a Participant, or (D) from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (4) any amounts that are required to be withheld from a Participant’s wages from the Corporation pursuant to Code Section 3102 to satisfy the Participant’s tax obligations under Code Section 3101. With respect to Directors, “Compensation” means the retainer fee paid for service as a member of the Board.

          (j) Corporation. Teleflex Incorporated or any successor thereto.

          (k) Director. A member of the Board of Directors of the Corporation.

          (l) Effective Date. January 1, 2009, the date this amendment and restatement of the Plan is effective.

          (m) Eligible Employee. Any Employee who is (1) among a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA), and (2) designated by the Corporation as eligible to make contributions under Article II of the Plan in accordance with eligibility criteria established from time to time by the Administrative Committee, the Committee or the Board.

          (n) Employee. Any person who, on or after the Effective Date, is receiving remuneration for personal services rendered to an Employer (or who would be receiving such remuneration except for an authorized leave of absence).

          (o) ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time.

          (p) Employer. The Corporation and any affiliate thereof or successor thereto which adopts and participates in the Plan.

          (q) Exchange Act. The Securities Exchange Act of 1934, as amended

          (r) Participant. Any Director and/or Eligible Employee who meets the eligibility requirements for participation in the Plan as set forth in Article II and who earns benefits under the Plan.

          (s) Performance-Based. A Bonus or other payment of Compensation is Performance-Based if the amount of the payment or the entitlement thereto is contingent on the satisfaction of organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months. The organizational or individual performance criteria shall be established in writing no later than 90 days after the beginning of the period of service to which the criteria relate and the outcome must be substantially uncertain at the time the criteria are established. Notwithstanding the above, a Performance-Based Bonus may be based on subjective performance criteria, provided that:

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     (1) The subjective performance criteria are bona fide and relate to the performance of the Participant, a group of service providers that includes the Participant, or a business unit for which the Participant provides services (which may include the entire organization); and

     (2) The determination that any subjective performance criteria have been met is not made by the Participant or a family member of the Participant (as defined in Code Section 267(c)(4) applied as if the family of an individual includes the spouse of any member of the family) or a person under the effective control of the Participant or such a family member, and no amount of the Bonus of the person making such determination is effectively controlled in whole or in part by the Participant or such a family member.

          (t) Plan. The Teleflex Incorporated Deferred Compensation Plan, as set forth herein, and as such may be amended from time to time hereafter.

          (u) Plan Year. The fiscal year of the Plan, which is the 12 consecutive month period beginning January 1 and ending December 31.

          (v) Qualified Plan. The Teleflex 401(k) Savings Plan, as amended from time to time.

          (w) Reporting Person. An Eligible Employee and/or Director who is subject to Section 16 of the Exchange Act.

          (x) Separation from Service or Separate from Service. An Eligible Employee separates from service with the Employer if the Eligible Employee dies, retires or otherwise has a termination of employment with the Employer. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Employer and the Eligible Employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Eligible Employee would perform after such date (as an Employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period in which the Eligible Employee provided services to the Employer if the Eligible Employee has been providing services for less than 36 months). An Eligible Employee will not be deemed to have experienced a Separation from Service if such Eligible Employee is on military leave, sick leave, or other bona fide leave of absence, to the extent such leave does not exceed a period of six months or, if longer, such longer period of time during which a right to re-employment is protected by either statute or contract. If the period of leave exceeds six months and the individual does not retain a right to re-employment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. In the case of a Director, a Separation from Service occurs upon the termination of the Director’s service on the Board, provided, however, that a Director who is also providing services to the Employer as an independent contractor, does not have a Separation from Service until he has separated from service both as a Director and as an independent contractor. If an Eligible Employee provides services both as an Employee and as a member of the Board, the services provided as a Director are generally not taken into account in determining whether the Eligible Employee has a Separation from Service as an Employee for purposes of the Plan, in accordance with final regulations under Code Section 409A.

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          (y) Shares. The common shares, $1.00 par value, of the Corporation.

          (z) Specified Employee. An Employee who, as of the date of the Employee’s Separation from Service, is a key employee of the Employer. An Employee is a key employee if he meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on a “Specified Employee Identification Date.” The Specified Employee Identification Date is August 31 of each calendar year. If an Employee is a key employee as of a Specified Employee Identification Date, the Employee is treated as a key employee for the entire 12-month period beginning on the “Specified Employee Effective Date.” The Specified Employee Effective Date is January 1 of each calendar year.

          (aa) Total Disability or Totally Disabled. For purposes of the Plan, a Participant has a Total Disability or is Totally Disabled if the Participant qualifies for either a Social Security disability benefit or disability benefits under the Corporation’s long-term disability program for a period of at least three months.

          (bb) Unforeseeable Emergency. An unforeseeable emergency is a severe financial hardship to the Participant resulting from:

     (1) An illness or accident of the Participant or the Participant’s spouse, Beneficiary, or dependent;

     (2) Loss of the Participant’s property due to casualty, including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster; or

     (3) Other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, including imminent foreclosure of or eviction from the Participant’s primary residence, the need to pay for medical expenses, including non-refundable deductibles, the cost of prescription drugs, and the need to pay for funeral expenses of a spouse, Beneficiary, or dependent.

     The Administrative Committee shall have the power to determine whether a Participant has experienced an Unforeseeable Emergency.

     1.2 General Provisions. The masculine wherever used herein shall include the feminine; singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the provisions to which they are principally applicable. The division of the Plan into Articles and Sections with captions is for convenience only and is not to be taken as limiting or extending the meaning of any of its provisions.

ARTICLE II
PARTICIPATION AND COMPENSATION DEFERRALS

     2.1 Eligibility. Any Director or Eligible Employee shall become a Participant on the date determined by the Corporation in its sole discretion. In order to receive a benefit under the Plan, however, a Participant must also meet the requirements of Sections 2.2, 2.3, 2.4, and/or 2.5.

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     2.2 Director Compensation Deferrals.

          (a) Initial Election. A Participant who is a Director may elect to defer receipt of any whole percentage (2% minimum to 100% maximum) of his Compensation payable during that Plan Year within 30 days of first becoming eligible to participate in the Plan.

          (b) Annual Election. Prior to the beginning of a Plan Year or at such other time as may be required or permitted by regulations issued under Code Section 409A, a Participant who is a Director that is entitled to receive Compensation from the Corporation for service on the Board may elect to defer receipt of any whole percentage (2% minimum to 100% maximum) of his Compensation payable during that Plan Year.

          (c) Election Procedure. In order to make an election under (a) or (b), above, a Participant must execute or acknowledge a Compensation deferral election form, or otherwise agree to defer some of his Compensation in accordance with such other procedures, including electronic enrollment, as are established by the Administrative Committee from time to time. A Participant’s Compensation deferral election form shall be maintained by or on behalf of the Administrative Committee. An initial deferral election must be executed, acknowledged, filed or submitted electronically within 30 days of the date the Participant first becomes eligible to participate in the Plan, and all subsequent deferral elections must be executed, acknowledged, filed or submitted electronically in advance of the beginning of the Plan Year during which the Compensation to be deferred is expected to be earned, or at such other time as may be required or permitted by regulations issued under Code Section 409A. Employer Matching Contributions, if any, will not be made with respect to amounts deferred pursuant to this Section 2.2.

     2.3 Eligible Employee Compensation Deferrals.

          (a) Initial Election. A Participant who is an Eligible Employee may elect to defer receipt of any whole percentage (2% minimum up to 100% maximum (50% prior to January 1, 2009)) of his Compensation, or such lesser amount the Administrative Committee determines is appropriate to take into account all required withholding obligations, within 30 days of first becoming eligible to participate in the Plan. A Participant who is an Eligible Employee may make a separate election to defer receipt of no less than 10% and no more than 100% (75% prior to January 1, 2009) of his Bonus, or such lesser amount the Administrative Committee determines is appropriate to take into account all required withholding obligations, within 30 days of first becoming eligible to participate in the Plan.

          (b) Annual Election. A Participant who is an Eligible Employee may elect to defer receipt of:

     (1) Any whole percentage (2% minimum up to 100% maximum (50% prior to January 1, 2009)) of his Compensation, or such lesser amount the Administrative Committee determines is appropriate to take into account all required withholding obligations, prior to the beginning of a Plan Year or at such other time as may be required or permitted by regulations issued under Code Section 409A; and/or

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     (2) No less than 10% and no more than 100% (75% prior to January 1, 2009) of his Bonus, or such lesser amount the Administrative Committee determines is appropriate to take into account all required withholding obligations:

     (i) For a Performance-Based Bonus, no later than six (6) months before the end of the twelve (12)-month performance period for which the Performance-Based Bonus is awarded or at such other time as may be required or permitted by regulations issued under Code Section 409A, provided that in no event may an election to defer a Performance-Based Bonus be made after such Bonus has become readily ascertainable within the meaning of Code Section 409A.

     (ii) If the Bonus is not a Performance-Based Bonus, prior to the beginning of the Plan Year during which such Bonus is expected to be earned or at such other time as may be required or permitted by regulations issued under Code Section 409A.

          (c) Election Procedure. In order to make an election under (a) or (b), above, a Participant must execute or acknowledge a Compensation and/or Bonus deferral election form, or otherwise agree to defer some of his Compensation and/or Bonus in accordance with such other procedures, including electronic enrollment, as are established by the Administrative Committee from time to time. A Participant’s Compensation and/or Bonus deferral election form shall be maintained by or on behalf of the Administrative Committee. An initial deferral election under (a) must be executed, acknowledged, filed or submitted electronically within 30 days of the date the Participant first becomes eligible to participate in the Plan, and all subsequent deferral elections under (b)(1) and/or (b)(2)(ii) must be executed, acknowledged, filed or submitted electronically in advance of the beginning of the Plan Year during which the Compensation and/or Bonus to be deferred is expected to be earned, or at such other time as may be required or permitted by regulations issued under Code Section 409A. A deferral election under (b)(2)(i) must be executed, acknowledged, filed or submitted electronically no later than six (6) months before the end of the 12-month performance period for which the Performance-Based Bonus is awarded, or at such other time as may be required or permitted by regulations issued under Code Section 409A.

     2.4 Deferral of Equity-Based Compensation.

          (a) Restricted Stock and Restricted Stock Units. Prior to the beginning of a Plan Year in which a restricted stock award or restricted stock unit (“RSU”) award may be made by the Corporation’s Board under the Teleflex Incorporated 2000 Stock Compensation Plan, Teleflex Incorporated 2008 Stock Incentive Plan, or any other stock compensation plan in effect from time to time or subsequently adopted by the Corporation (collectively, the “Stock Plan”), or at such other time as may be required or permitted by regulations issued under Code Section 409A, a Participant who is potentially eligible to receive such an award in such year may elect under this Plan to defer receipt of any whole number of shares (10% minimum to 100% maximum) underlying the restricted stock or RSU award by executing or acknowledging a deferral election form or otherwise agreeing to defer some or all of the shares under the award in accordance with such other procedures, including electronic enrollment, as are established by the Administrative Committee from time to time. A Participant’s deferral election form shall be maintained by or on behalf of the Administrative Committee. Any rule under the Stock Plan

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relating to risk of forfeiture of shares or RSUs awarded under the Stock Plan shall continue to apply to any portion of an award the receipt of which is deferred under this Plan. Employer Matching Contributions, if any, will not be made with respect to amounts deferred pursuant to this Section 2.4(a).

          (b) Dividends and Stock Splits. One hundred percent (100%) of any cash dividends and/or cash dividend-equivalents and any cash paid in lieu of fractional shares, that are vested and payable with respect to shares and/or RSUs, respectively, deferred under Section 2.4(a), above, shall automatically be deferred under this Plan and held and paid under the Plan, in the same manner as the underlying deferred shares and/or RSUs. Similarly, unless the Administrative Committee determines otherwise, stock dividends and stock splits and/or stock dividend-equivalents and stock split-equivalents paid with respect to deferred shares and/or RSUs, respectively, shall also automatically be deferred and held and paid under the Plan, in the same manner as the underlying deferred shares and/or RSUs. Employer Matching Contributions, if any, will not be made with respect to amounts deferred pursuant to this Section 2.4(b).

     2.5 Additional Rules Relating to Deferral Elections.

          (a) Irrevocable Elections. In all cases, a Participant’s election under Sections 2.2, 2.3, and/or 2.4 shall be made prior to the time any of the Compensation, Bonus, or equity-based compensation covered by such election is to be earned by such Participant. Elections to defer under Sections 2.2, 2.3, and/or 2.4 shall be irrevocable with respect to the Compensation, Bonus, or equity-based compensation to which they apply and may be amended, revoked or suspended by the Participant only effective as of the January 1^st following the amendment, revocation or suspension in accordance with procedures established by the Administrative Committee, unless transition rules and regulations under Code Section 409A permit amendment, revocation or suspension as of some other time, and except that an election may be revoked due to:

     (1) An Unforeseeable Emergency;

     (2) A hardship distribution pursuant to Treasury Regulations Section 1.401(k)-1(d)(3); or

     (3) The Participant’s disability if the election to defer is cancelled by the later of the end of the Participant’s taxable year or the 15^th day of the third month following the date the Participant incurs the disability. For this purpose, “disability” refers to any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

     If a deferral election is cancelled under this Section 2.5(a), any subsequent election to defer must be made prior to the beginning of the Plan Year to which it will apply.

          (b) Permitted Deferral Amount. The Board may, in its discretion, change the minimum and maximum amount that may be deferred by some or all Participants from time to time in its sole discretion. Elections shall be made in accordance with procedures established

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by the Administrative Committee. In addition, special limitations may be established by the Administrative Committee to apply to the deferral of any amount that a Participant is expected to receive.

          (c) Automatic Suspension. An election to defer Compensation and/or a Bonus will be automatically suspended during any unpaid leave of absence or temporary layoff. Any deferral of Compensation and/or a Bonus suspended in accordance with the provisions of this paragraph shall be automatically resumed, without the necessity of any action by the Participant, upon return to employment at the expiration of such suspension period.

     2.6 Employer Matching Contributions. The Employer may, in its discretion, credit to a Participant’s Account each Plan Year during which the Participant is selected to receive Employer Matching Contributions, an amount determined in accordance with the following formula:

          (a) For the 2009 Plan Year:

     (1) Dollar-for-dollar up to 3% of the amount of Compensation that the Participant defers for the Plan Year pursuant to Section 2.3; plus

     (2) 3% of the Bonus that will be paid to the Participant during the 2009 Plan Year, regardless of whether the Participant elected to defer any portion of the Bonus that will be paid to the Participant during the 2009 Plan Year, so long as the Participant elects to defer at least 3% of his Compensation for the 2009 Plan Year pursuant to Section 2.3.

          (b) For Plan Years beginning on and after January 1, 2010:

     (1) Dollar-for-dollar up to 3% of the amount of Compensation that the Participant defers for the Plan Year pursuant to Section 2.3; plus

     (2) Dollar-for-dollar up to 3% of the Bonus that the Participant defers for the Plan Year pursuant to Section 2.3.

     The Matching Contribution formula described above may vary from year to year or among Participants in the discretion of the Employer. All amounts credited under this provision to the Accounts of Participants in the Plan, as adjusted for earnings or losses, are referred to as “Employer Matching Contributions.”

     2.7 Employer Non-Elective Contributions. The Employer may, in its discretion, credit to a Participant’s Account each Plan Year during which the Participant is selected to receive Employer Non-Elective Contributions an amount determined in accordance with the following formula:

     5% x the sum of the Participant’s Compensation for the Plan Year and the Participant’s annual cash Bonus paid during the Plan Year (excluding any Long Term Incentive Award under the Teleflex Incorporated Executive Incentive Plan);

less

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the maximum matching contribution that the Participant could receive under the Qualified Plan for the Plan Year if the Participant deferred the maximum possible amount under the Qualified Plan for the Plan Year.

     All amounts credited under this provision to the Accounts of Participants in the Plan, as adjusted for earnings or losses, are referred to as “Employer Non-Elective Contributions.”

     2.8 Prior Plan Credits. If an Eligible Employee was a participant in the Teleflex Incorporated Supplement Executive Retirement Plan (“SERP”) on December 31, 2008, and had not Separated from Service before December 31, 2008, the Employer will credit the lump sum present value of the Participant’s accrued benefit in the SERP as of December 31, 2008 to the Participant’s Account in the Plan. All amounts credited under this provision to the Accounts of Participants in the Plan, as adjusted for earnings or losses, are referred to as “Prior Plan Credits.” A schedule of the Prior Plan Credits shall be maintained by the Administrative Committee. Employer Matching Contributions, if any, will not be made with respect to Prior Plan Credits made pursuant to this Section 2.8.

     2.9 Deferred Benefits. Any amounts deferred by a Participant pursuant to Sections 2.2, 2.3, and/or 2.4, plus Employer Matching Contributions credited pursuant to Section 2.6, if any, Employer Non-Elective Contributions credited pursuant to Section 2.7, and a Participant’s Prior Plan Credits described in Section 2.8, if any, shall constitute the deferred benefits payable under the Plan (“Deferred Benefits”). Solely for the purpose of measuring the amount of the Employer’s obligations to each Participant or his Beneficiaries under the Plan, the Administrative Committee will maintain an Account for each Participant in the Plan. The Administrative Committee will credit a Participant’s Deferred Benefit to the Participant’s Account from time to time as the deferred amounts otherwise would have been earned by the Participant.

     2.10 Eligibility List; Suspension of Active Participation. The Administrative Committee shall maintain a written list of those Employees who then qualify as Eligible Employees under the Plan, as determined by the eligibility criteria established by the Corporation. Any Participant not listed as an Eligible Employee for a given Plan Year or who is not a Director for a given Plan Year shall cease to have any right to defer for such Plan Year or to receive an Employer Matching Contribution, if any, or Employer Non-Elective Contribution, if any, for such Plan Year. However, any amounts credited to the Account of a Participant whose participation is suspended shall otherwise continue to be maintained under the Plan in accordance with its terms.

     2.11 Termination of Participation. Once an Eligible Employee and/or Director becomes a Participant, such individual shall continue to be a Participant until such individual (i) ceases to be described as a Director or as an Eligible Employee, and (ii) ceases to have any vested interest in the Plan (as a result of distributions made to such Participant or his Beneficiary, if applicable, or otherwise).

     2.12 Participation by Other Employers. Each corporation or other entity with U.S. employees that is a member of the same controlled group as the Corporation (within the meaning of Code Sections 414(b) and (c)) shall be a participating employer under the Plan unless determined otherwise by the Corporation. Participating affiliates that cease to be a member of the same controlled group as the Corporation within the meaning of Code Sections 414(b) and (c) are no longer eligible to participate in the Plan effective as of the date that they

10

cease to qualify as a controlled group member. Participants who are Employees of such an employer shall no longer be eligible to participate effective as of the date that their employer becomes ineligible.

     2.13 Reemployed or Transferred Participants. If a Participant experiences a Separation from Service and is subsequently rehired by the Employer as an Eligible Employee and/or reappointed as a Director within 24 months of the Separation from Service, Section 2.2(a) and/or 2.3(a), as applicable shall not apply. Instead the rules set forth in Section 2.2(b) and/or 2.3(b), as applicable, shall apply. If a Participant experiences a Separation from Service and is subsequently rehired by the Employer as an Eligible Employee and/or reappointed as a Director 24 months or more from the Separation from Service, Section 2.2(a) and/or 2.3(a), as applicable, shall apply. Similarly, if a Participant’s employment with the Employer is changed so that he ceases to be an Eligible Employee and he subsequently becomes an Eligible Employee within 24 months of ceasing to be an Eligible Employee, Section 2.3(a) shall not apply. Instead the rules set forth in Section 2.3(b) shall apply. If a Participant’s employment with the Employer is changed so that he ceases to be an Eligible Employee and he subsequently becomes an Eligible Employee 24 months or more following the date he ceased to be an Eligible Employee, Section 2.3(a) shall apply.

ARTICLE III
VESTING

     3.1 Vesting. A Participant always will be 100% vested in the portion of his Account that consists of deferrals pursuant to Sections 2.2 and 2.3 and earnings allocable thereto. Any equity based compensation (restricted stock or RSU awards) deferred hereunder shall be subject to the vesting requirements stated in the award agreement for such compensation. A Participant shall become 100% vested in the portion of his Account deriving from Employer Matching Contributions, if any, under Section 2.6 after he completes two Years of Service or, if earlier, the date the Participant reaches his Normal Retirement Date, dies or sustains a Total Disability while employed by the Employer. A Participant shall become 100% vested in the portion of his Account deriving from Employer Non-Elective Contributions, if any, under Section 2.7 after he completes five Years of Service or, if earlier, the date the Participant reaches his Normal Retirement Date, dies or sustains a Total Disability while employed by the Employer. Except as otherwise agreed to by the Board, if a Participant has a Separation from Service with the Employer before completing two Years of Service with respect to Matching Contributions or five Years of Service with respect to Employer Non-Elective Contributions or reaching his Normal Retirement Date for any reason other than death or Total Disability, all rights of the Participant, his Beneficiaries, executors, administrators, or any other person to receive any Employer Matching Contributions and/or Employer Non-Elective Contributions credited to his Account under this Plan shall be forfeited. A “Year of Service” is a 12 consecutive month period beginning on the date an Eligible Employee performs his first hour of service with the Employer and each anniversary thereof, without regard to any number of hours of service. A Participant’s “Normal Retirement Date” is the date on which a Participant reaches age 65. If a Participant has a Separation from Service but is subsequently re-employed by the Employer, no benefits forfeited hereunder shall be reinstated unless otherwise determined by the Board in its sole discretion.

     A Participant shall become 100% vested in the amount credited to his Account pursuant to Section 2.8, if any, after he has been credited with five years of Continuous Service (determined in accordance with the Teleflex Incorporated Retirement Income Plan) or, if earlier,

11

the date the Participant reaches his Normal Retirement Date while employed by the Employer. If a Participant has a Separation from Service with the Employer before being credited with five years of Continuous Service or reaching his Normal Retirement Date, all rights of the Participant, his Beneficiaries, executors, administrators, or any other person to receive any amount credited to his Account under Section 2.8 shall be forfeited. If a Participant has a Separation from Service but is subsequently re-employed by the Employer, no benefits forfeited hereunder shall be reinstated unless otherwise determined by the Administrative Committee in its sole discretion.

     3.2 Confidentiality and Non-Competition Agreement. In its discretion, the Employer may require any Eligible Employee or Director that becomes a Participant in the Plan to execute a confidentiality and non-competition agreement with the Employer in consideration of the Deferred Benefits to be provided hereunder.

ARTICLE IV
ACCOUNTS AND INVESTMENTS

     4.1 Record of Account. Solely for the purpose of measuring the amount of the Employer’s obligations to each Participant or his Beneficiaries under the Plan, the Employer will maintain a separate bookkeeping record, an Account, for each Participant in the Plan. The Corporation, in its discretion, may either credit a hypothetical earnings rate to the Participant’s Account balance for the Plan Year, or may actually invest an amount equal to the amount credited to the Participant’s Account from time to time in an account or accounts in its name with investment media or companies, which investment options may include some or all of those used for investment purposes under the Qualified Plan, as determined by the Corporation in its discretion. The Corporation may also establish a deferred compensation trust that qualifies as a so-called “rabbi” trust meeting applicable requirements of Code Section 409A. If such separate investments are made, the Participant may be permitted to direct the investment of all or a portion of the Corporation’s accounts allocable to him under the Plan in the same manner he is permitted to direct the investment of his account in the Qualified Plan, except that certain of the investment options may not be available options under this Plan. The Participant may change the allocation of his Account among the applicable investment alternatives then available under the Plan in accordance with procedures established by the Administrative Committee from time to time. In no event, however, shall a Participant who is a Reporting Person be permitted to change any amounts invested in any other investment alternative to the Teleflex Stock Account (as defined below) without the prior written approval of the Administrative Committee. In addition, a Participant who is a Reporting Person shall not be permitted to change any investment in the Teleflex Stock Account to any other investment alternative without the prior written approval of the Administrative Committee. After a Participant ceases to be a Reporting Person, such Participant may again change investments into or out of the Teleflex Stock Account in accordance with rules established by the Administrative Committee and without regard to the above restrictions. The Corporation is not obligated to make any particular investment options available, however, if investments are in fact made, and may, from time to time in its sole discretion, change the investment alternatives. Nothing herein shall be construed to confer on the Participant the right to continue to have any particular investment available.

     The Corporation will credit the Participant’s Account with hypothetical or actual earnings or losses at least annually based on the earnings rate declared by the Corporation or the performance results of the Corporation’s account(s) invested pursuant to the Corporation’s or

12

the Participant’s directions, and shall determine the fair market value of the Participant’s Account based on the bookkeeping record or the fair market value of the portion of the Corporation’s accounts representing the Participant’s Account. The determination of the earnings, losses or fair market value of the Participant’s Account may be adjusted by the Corporation to reflect its payroll, income or other taxes or costs associated with the Plan, as determined by the Corporation in its sole discretion.

     4.2 Investments. If the Corporation, in its sole discretion, selects investment options from which Participants may elect, a Participant’s investment elections shall indicate how the Participant’s Account and future amounts credited to his Account should be deemed invested among the options available under the Plan. A Participant shall make investment elections for his Account at the time of his initial deferral election with respect to Deferred Benefits. A Participant’s investment elections shall remain in effect unless and until changed by the Participant in accordance with the procedures established by the Administrative Committee and at the time(s) permitted by the Administrative Committee. Any such change in investment election shall be applied to future Plan Years until further notice is given by the Participant changing the election in accordance with the requirements of this Section.

     4.3 Special Rules Applicable to Investments in Shares. One of the investment options available under the Plan is Shares. In addition, restricted stock and RSU’s that are deferred are deemed invested in Shares. Amounts deemed invested in Shares are referred to a “Share Election Accumulations.” Plan Account balances that are deemed invested in Shares are not eligible to be transferred to any other investment option. Further, any portion of an Account deemed invested in Shares shall be distributed in the form of Shares.

     On the date when the amounts to be credited to the Participant’s Share Election Accumulations are otherwise allocated to his Account, the Corporation will credit to a separate sub-account (the Participant’s “Teleflex Stock Account”) a number of hypothetical Shares (and fractions thereof) having a Value equal to the Share Election Accumulations. For purposes of this Plan, the “Value” of a Share on a particular day shall mean the closing trading price of a Share on the New York Stock Exchange on that day (or, if there is no trading of the Shares on that day, on the most recent previous date on which trading occurred).

     If any Organic Change shall occur, then the Committee or Board shall make such substitutions or adjustments as it deems appropriate and equitable to each Participant’s Teleflex Stock Account (if any). In the case of Organic Changes, such adjustments may include, without limitation, (a) the cancellation of outstanding Shares in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Shares, as determined by the Committee or Board in its sole discretion, (b) the substitution of other property (including, without limitation, cash or other securities of the Corporation and securities of entities other than the Corporation) for the Shares, and (c) in connection with any Disaffiliation, arranging for the assumption or replacement of Shares with new shares based on other property or other securities (including, without limitation, other securities of the Corporation and securities of entities other than the Corporation), by the affected subsidiary, affiliate or division or by the entity that controls such subsidiary, affiliate or division following such Disaffiliation (as well as any corresponding adjustments to awards that remain based upon Corporation securities). An “Organic Change” includes (1) stock split, reverse stock split, share combination, or recapitalization or similar event affecting the capital structure of the Corporation (each, a “Share Change”), or (2) a merger, consolidation, acquisition of property or shares, separation, spin-off, reorganization, stock rights offering, liquidation, disaffiliation from the

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Corporation of a subsidiary or division (“Disaffiliation”), or similar event affecting the Corporation or any of its subsidiaries (each, an “Organic Change”). If the assets held in the Participant’s Teleflex Stock Account immediately after such adjustment are not equity securities, then the Participant shall be permitted to re-direct the investment thereof into the other investment choices then available under this Plan.

     In the case of the Teleflex Stock Account (if any) of a Participant, the earnings (or losses) credited to such account shall consist solely of dividend equivalent credits pursuant to this paragraph. Whenever a dividend or other distribution is made with respect to the Shares, then the Teleflex Stock Account of a Participant shall be credited, on the payment date for such dividend or other distribution (the “Dividend Payment Date”), with a number of additional Shares having a Value, as of the Dividend Payment Date, based upon the number of Shares deemed to be held in the Participant’s Teleflex Stock Account as of the record date for such dividend or other distribution (the “Dividend Record Date”), if such Shares were outstanding. If such dividend or other distribution is in the form of cash, the number of Shares so credited shall be a number of Shares (and fractions thereof) having a Value, as of the Dividend Payment Date, equal to the amount of cash that would have been distributed with respect to the Shares deemed to be held in the Participant’s Teleflex Stock Account as of the Dividend Record Date, if such Shares were outstanding. If such dividend or other distribution is in the form of Shares, the number of Shares so credited shall equal the number of such Shares (and fractions thereof) that would have been distributed with respect to the Shares deemed to be held in the Participant’s Teleflex Stock Account as of the Dividend Record Date, if such Shares were outstanding. If such dividend or other distribution is in the form of property other than cash or Shares, the number of Shares so credited shall be a number of Shares (and fractions thereof) having a Value, as of the Dividend Payment Date, equal to the value of the property that would have been distributed with respect to the Shares deemed to be held in the Participant’s Teleflex Stock Account as of the Dividend Record Date, if such Shares were outstanding. The value of such property shall be its fair market value as of the Dividend Payment Date, determined by the Board based upon market trading if available and otherwise based upon such factors as the Board deems appropriate.

     Notwithstanding the foregoing, the Administrative Committee may, in its sole discretion, determine the no dividend reinvestment in Shares may be permitted for Reporting Persons or for any Participant. In that event, the cash value of any dividend or other distribution with respect to Shares shall be invested in an alternate investment option under the Plan, as determined by the Administrative Committee in its sole discretion. To the extent that the dividend or other distribution is made in a form other than cash, the Shares or other property shall be liquidated to cash as soon as administratively practicable and thereafter invested as indicated herein.

     Whenever a dividend or other distribution is made with respect to the Shares credited to a Participant’s Teleflex Stock Account, the cash value of the dividend or other distribution shall be invested in an alternate investment option under the Plan, as determined by the Administrative Committee in its sole discretion. To the extent that the dividend or other distribution is made in a form other than cash, the Shares or other property shall be liquidated to cash as soon as administratively practicable and thereafter invested as indicated herein.

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ARTICLE V
DISTRIBUTIONS

     5.1 Time of Payment. A Participant’s Account balance shall be distributed or commence to be distributed to the Participant after one of the following dates, as elected by the Participant:

          (a) the date of the Participant’s Separation from Service;

          (b) a fixed date following the Participant’s Separation from Service; or

          (c) an Alternative Date elected by the Participant. The Alternative Date elected by a Participant shall be no earlier than the first day of the fifth calendar year following the date of the Participant’s election.

     Notwithstanding the Participant’s election of (a), (b) or (c), above, a Participant’s Account balance shall be distributed upon the Participant’s death pursuant to Section 5.4. A Participant shall elect the time when his Account balance will be distributed at the time of his initial deferral election with respect to Deferred Benefits in accordance with the provisions of Article II. If a Participant does not elect a time of payment at the time of his initial deferral election, the Participant is deemed to have elected to receive payment of his Account upon Separation from Service.

     The Participant will receive or begin to receive payment of the amount credited to his Account on the January 31 following the date in (a), (b), or (c) above, as elected by the Participant in accordance with the terms of the Plan; provided, however, that, if the Participant is a Specified Employee and his Account will be distributed due to his Separation from Service, his Account will be distributed or begin to be distributed on the later of: (i) the January 31 following his Separation from Service or (ii) the first day of the seventh month following his Separation from Service.

     5.2 Form of Payment. A Participant shall elect the form in which his Account balance will be distributed at the time of his initial deferral election with respect to Deferred Benefits in accordance with the provisions of Article II. Distribution may be made in a lump sum payment or in approximately equal annual installments over either a five or ten-year period. If the Participant does not elect a form of payment at the time of his initial deferral election, the Participant is deemed to have elected to receive payment of his Account in the form of a lump sum payment. If an annual installment payment method is the selected form of payment for a Participant’s Account, the amount of the annual benefit shall equal the amount necessary to fully distribute the Participant’s Account as an annual benefit payable over the installment period, consistent with the following methodology: the amount payable as the annual installment shall equal the value of the Participant’s Account as of the most recent Account valuation date, multiplied by a fraction, the numerator of which is one and the denominator of which is the number of annual installments remaining in the installment period elected by the Participant. For example, assuming a 10 year installment payment period applies, the amount distributed at each of the distribution dates would represent the value of the Participant’s Account as of the most recent valuation date preceding the actual distribution date times the following factors: year one — 10 percent (1/10); year two — 11.11 percent (1/9); year three — 12.5 percent (1/8); year four — 14.29 percent (1/7); year five — 16.66 percent (1/6); year six — 20 percent (1/5); year seven — 25 percent (1/4); year eight — 33.33 percent (1/3); year nine — 50

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percent (1/2) and year ten — 100 percent (1/1). Payments of amounts credited to the Participant’s Account, other than amounts credited to a the Participant’s Teleflex Stock Account, if any, will be made in U.S. dollars. Amounts credited to a Participant’s Teleflex Stock Account shall be paid in the form of Shares.

     5.3 Changing the Time and/or Form of Payment. If a Participant elects or is deemed to have elected to receive payment of his Account upon his Separation from Service, the election is irrevocable. If the Participant elects to receive payment of his Account on an Alternative Date, the Participant may revise the Alternative Date during the annual deferral election period prior to the beginning of each Plan Year or at such other times permitted by the Administrative Committee, in accordance with the procedures established by the Administrative Committee, provided that such revision occurs at least twelve months prior to the original Alternative Date and the new Alternative Date is no earlier than the fifth anniversary of the original Alternative Date. Similarly, a Participant may elect a new form of payment during the annual deferral election period prior to the beginning of each Plan Year or at such other times permitted by the Administrative Committee, in accordance with the procedures established by the Administrative Committee, so long as the election is made at least twelve months prior to the date on which payment of the Participant’s Account balance would have otherwise begun and provided that payment will also be deferred to a new commencement date that is at least five years later than the original commencement date. For purposes of electing a new time and/or form of payment, installment payments are treated as a single payment. A Participant may not change the time and/or form of payment of his Account in a manner that does not comply with Code Section 409A.

     If a form of payment election is made or changed and distribution is triggered before 12 months have elapsed, the distribution will be made in accordance with the form of payment election in effect prior to the change (including any deemed form of payment election).

     5.4 Distribution upon Death. In the event of the death of the Participant while receiving benefit payments under the Plan, the Beneficiary or Beneficiaries designated by the Participant shall be paid the remaining payments due under the Plan in accordance with the method of distribution in effect to the Participant at the date of death. In the event of the death of the Participant prior to the commencement of the distribution of benefits under the Plan, such benefits shall be paid to the Beneficiary or Beneficiaries designated by the Participant, within 30 days after the Participant’s death, in the form elected (or deemed to be elected) by the Participant upon initial enrollment in the Plan or at least 12 months prior to his death. Each Participant may elect a form of payment to apply to distributions made upon death that is different from the form of payment applicable to other payment events. The Participant may change his election of a form of payment upon his death pursuant to an election made during the annual deferral election period prior to the beginning of each Plan Year or at such other times permitted by the Administrative Committee, in accordance with the procedures established by the Administrative Committee, provided said election is made at least 12 months prior to the date that payments would have otherwise begun under such option. If a form of payment election is made or changed after initial enrollment and the Participant dies before 12 months have elapsed, the distribution will be made in accordance with the form of payment election in effect prior to the change (including any deemed form of payment election).

     5.5 Special Rules for Prior Plan Credits. Amounts credited to a Participant’s Account as Prior Plan Credits shall be payable at the same time and in the same form as the rest of the Participant’s Account, notwithstanding any contrary provisions of the SERP.

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     5.6 Lump Sum Distribution of Small Amounts or upon a Change of Control. If the value of a Participant’s entire Account as of the date it becomes distributable is not greater than the applicable dollar amount under Section 402(g)(1)(B) of the Code, then the Participant’s entire Account balance shall be payable as a single lump sum notwithstanding any other election that may be in effect. The payment must result in the termination and liquidation of the Participant’s entire Plan Account and all other agreements, methods, programs, or other arrangements that must be aggregated with the Plan pursuant to Treasury Regulations Section 1.409A-1(c)(2).

     In addition, if a Participant has a Separation from Service within two years of a “change in control” (within the meaning of Code Section 409A) of the Corporation, then the Participant’s Account shall be payable in a single lump sum within 90 days following the Participant’s Separation from Service following the change in control, and alternative elections in effect by the Participant shall no longer apply. Notwithstanding the foregoing, if the Participant is a Specified Employee for the year in which the Separation from Service occurs, such lump sum payment shall be made on the first business day that is at least six months after the Separation from Service occurs.

     5.7 Withdrawals for Unforeseeable Emergency. Upon the occurrence of an Unforeseeable Emergency, the Participant shall be eligible to receive payment from his Account of the amount reasonably necessary to satisfy the emergency need and may include amounts necessary to pay Federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the payment, taking into account any additional compensation that is available because the Plan provides for the cancellation of a deferral election upon a payment due to an Unforeseeable Emergency, and after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent such liquidation would not itself cause severe financial hardship), or by cessation of deferrals under the Plan. The amount determined to be properly distributable under this Section 5.7 and applicable regulations under Code Section 409A shall be payable in a single lump sum only. It shall be the responsibility of the Participant seeking to make a withdrawal under this Section 5.7 to demonstrate to the Administrative Committee that an Unforeseeable Emergency has occurred and to document the amount properly distributable hereunder. After a distribution on account of an Unforeseeable Emergency, a Participant’s deferral elections shall cease and such Participant will not be permitted to participate in the Plan or elect additional deferrals until the next enrollment following one full year from the date of the distribution on account of an Unforeseeable Emergency. Such future deferral elections following a distribution on account of an Unforeseeable Emergency will be treated as an initial deferral election and subject to the rules applicable thereto under the Plan and Code Section 409A.

     5.8 Acceleration of Payment. The acceleration of the time and/or form of any payment of a Participant’s Account determined in accordance with the provisions of this Article V, above, shall not be made except due to Unforeseeable Emergency, as described in Section 5.7, or as set forth below and otherwise permitted by Code Section 409A and the Treasury Regulations and other guidance issued thereunder:

          (a) Domestic Relations Order. A payment of all or part of the Participant’s Account may be made to a spouse, former spouse or other dependent under the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)). The Administrative

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Committee shall determine whether a payment should be made pursuant to the terms of a domestic relations order and the time and form of such payment.

          (b) Employment Taxes. A payment of all or part of the Participant’s Account may be made to the extent necessary to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2) on amounts deferred under the Plan (the “FICA Amount”), income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA Amount, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this Section shall not exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount.

          (c) Payment of State, Local or Foreign Taxes. Payment may be made to reflect payment of state, local or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the Participant, plus the income tax at source on wages imposed under Code Section 3401 as a result of such payment; provided, however, that the amount of the payment may not exceed the amount of the taxes due, and the income tax withholding related to such state, local and foreign tax amount.

          (d) Income Inclusion under Code Section 409A. Payment may be made at any time the Plan fails to meet the requirements of Code Section 409A and the Treasury Regulations issued thereunder; provided, however, that payment cannot exceed the amount required to be included in income as a result of the failure to comply.

          (e) Certain Offsets. Payment may be made as satisfaction of a debt of the Participant to the Employer where: (1) the debt is incurred in the ordinary course of the employment relationship; (2) the entire amount of the offset in any of the Participant’s taxable years does not exceed $5,000; and (3) the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

          (f) Bona fide disputes as to a right to a payment. Payment may be made where the payment occurs as a part of a settlement between the Participant and Employer of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount. Whether a payment qualifies for this exception is based on all relevant facts and circumstances. A payment will be presumed not to meet this exception unless the payment is subject to a substantial reduction in the value of the payment made in relation to the amount that would have been payable without the dispute. Further, a payment will be presumed not to meet this exception if the payment is made proximate to a downturn in the financial health of the Employer. This provision does not apply to disputes that relate only to when (and not whether) a payment is due.

          (g) Plan termination or liquidation. Payment may be made upon the termination or liquidation of the Plan in accordance with Treasury Regulations Section 1.409A-3(j)(4)(ix).

          (h) Other Permissible Reasons. Payment may be made under the Plan as a result of such other events and conditions as the Commissioner of the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

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     5.9 Delay of Payment.

          (a) Specified Employees. A Participant who is a Specified Employee and is entitled to a distribution due to a Separation from Service may not receive a distribution under the Plan until a date that is at least six months after the date of the Separation from Service. In addition, the Corporation may in its discretion delay any payment due under the Plan to the extent permitted by Code Section 409A and the Treasury Regulations thereunder.

          (b) Compensation Deduction Limits. If the Administrative Committee reasonably anticipates that the limits on compensation imposed by Code section 162(m) would reduce or eliminate the Employer’s deduction for a payment made under the Plan, the Administrative Committee may delay the payment date. If a payment is delayed under this Section 5.9(b), the payment must be made either:

     (1) During the Participant’s first taxable year in which the Administrative Committee reasonably anticipates, or should reasonably anticipate, that if the payment is made during that year, the deduction will not be prohibited by Code section 162(m); or

     (2) During the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of the Employer in which the Participant Separates from Service or the 15^th day of the third month following the Participant’s Separation from Service.

     If a payment date is delayed under this Section 5.9(b) to a date on or after the Participant’s Separation from Service, the payment will be considered a payment upon a Separation from Service and if applicable, the six-month delay described in Section 5.9(a) for Specified Employees will apply.

          (c) Federal Securities Laws or Other Applicable Law. If the Administrative Committee reasonably anticipates that a payment would violate Federal securities or other applicable laws, the Administrative Committee may delay any such payment until the earliest date that the Administrative Committee reasonably anticipates that the payment will not cause a violation. Payments that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code are not treated as a violation of applicable law.

          (d) Bona Fide Business Concerns. The Administrative Committee may delay payment where the payment would jeopardize the ability of the Employer to continue as a going concern. Payment shall be made during the Participant’s first taxable year in which the making of the payment would not have such an effect.

          (e) Objective, Nondiscretionary Formula. The Administrative Committee may delay payment due to the operation of a prespecified objective, nondiscretionary formula related to the Employer’s business performance, provided that the time for later payment is governed by the objective, nondiscretionary formula.

          (f) Disputed Payments or the Employer’s Refusal to Pay. If there is a dispute regarding the validity of a claim for payment or an Employer refuses to pay some or all of an amount payable under the Plan, the payment may be delayed if:

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     (1) The Participant accepts the portion (if any) of the payment that the Employer is willing to make (unless such acceptance will result in a forfeiture of the claim to all or part of the remaining amount);

     (2) The Participant makes prompt and reasonable good faith efforts to collect the disputed amounts; and

     (3) Any further payment (including payment of a lesser amount that satisfies the obligation to make the payment) is actually made no later than the end of the Participant’s first taxable year in which: (a) there is a legally binding settlement; (b) the Employer concedes that the amount is payable; or (c) the Employer is required to make such payment pursuant to a final and nonappealable judgment or other binding decision.

     5.10 Assignment and Assumption of Liabilities. In the discretion of the Corporation, upon the cessation of participation in the Plan by any Participant solely due to the employer of that Participant no longer qualifying as a member of the controlled group of Teleflex Incorporated within the meaning of Code Sections 414(b) and (c), all liabilities associated with the Account of such Participant may be transferred to and assumed by the Participant’s employer under a deferred compensation plan established by such employer that is substantially identical to this Plan and that preserves the deferral and payment elections in effect for the Participant under this Plan to the extent required by Code Section 409A. Any such Participant shall not be deemed to have incurred a Separation from Service for purposes of the Plan by virtue of his employer’s ceasing to be a member of the controlled group of Teleflex Incorporated. The foregoing provision shall be interpreted and administered in compliance with the requirements of Code Section 409A.

ARTICLE VI
PLAN ADMINISTRATION

     6.1 Administration. The Plan shall be administered by the Administrative Committee as an unfunded deferred compensation plan that is not intended to meet the qualification requirements of Code Section 401 and that is intended to meet all applicable requirements of Code Section 409A.

     6.2 Administrative Committee. The Administrative Committee will operate and administer the Plan and shall have all powers necessary to accomplish that purpose, including, but not limited to, the discretionary authority to interpret the Plan, the discretionary authority to determine all questions relating to the rights and status of Eligible Employees and Participants, and the discretionary authority to make such rules and regulations for the administration of the Plan as are not inconsistent with the terms and provisions hereof or applicable law, as well as such other authority and powers relating to the administration of the Plan, except such as are reserved by the Committee or Board or by the Plan to the Committee or the Board. All decisions made by the Board, Committee or the Administrative Committee shall be final.

     Without limiting the powers set forth herein, the Administrative Committee shall have the power (a) to change or waive any requirements of the Plan to conform with Code Section 409A or other applicable law or to meet special circumstances not anticipated or covered in the Plan; (b) to determine the times and places for holding meetings of the Administrative Committee and the notice to be given of such meetings; (c) to employ such agents and assistants, such counsel

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(who may be counsel to the Corporation), and such clerical and other services as the Administrative Committee may require in carrying out the provisions of the Plan; and (d) to authorize one or more of their number or any agent to execute or deliver any instrument on behalf of the Administrative Committee.

     The members of the Administrative Committee, the Committee, and the Corporation and its officers and Directors, shall be entitled to rely upon all valuations, certificates and reports furnished by any funding agent or service provider, upon all certificates and reports made by an accountant, and upon all opinions given by any legal counsel selected or approved by the Administrative Committee, and the members of the Administrative Committee, the Committee, and the Corporation and its officers and Directors shall, except as otherwise provided by law, be fully protected in respect of any action taken or suffered by them in good faith in reliance upon any such valuations, certificates, reports, opinions or other advice of a funding agent, service provider, accountant or counsel.

     6.3 Statement of Participant’s Account. The Administrative Committee shall, as soon as practicable after the end of each Plan Year, provide to each Participant a statement setting forth the Account of such Participant under Section 4.1 as of the end of such Plan Year. Such statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Administrative Committee within 30 days after providing such statement to the Participant. Account statements may be provided more often than annually in the discretion of the Administrative Committee.

     6.4 Filing Claims. Any Participant, Beneficiary or other individual (hereinafter a “Claimant”) entitled to benefits under the Plan, or otherwise eligible to participate herein, shall be required to make a claim with the Administrative Committee (or its designee) requesting payment or distribution of such Plan benefits (or written confirmation of Plan eligibility, as the case may be), on such form or in such manner as the Administrative Committee shall prescribe. Unless and until a Claimant makes proper application for benefits in accordance with the rules and procedures established by the Administrative Committee, such Claimant shall have no right to receive any distribution from or under the Plan.

     6.5 Notification to Claimant. If a Claimant’s application is wholly or partially denied, the Administrative Committee (or its designee) shall, within 90 days, furnish to such Claimant a written notice of its decision. Such notices shall be written in a manner calculated to be understood by such Claimant, and shall contain at least the following information:

          (a) the specific reason or reasons for such denial;

          (b) specific reference to pertinent Plan provisions upon which such denial is based;

          (c) a description of any additional material or information necessary for such Claimant to perfect his claim, and an explanation of why such material or information is necessary; and

          (d) an explanation of the Plan’s claim review procedure describing the steps to be taken by such Claimant, if he wishes to submit his claim for review.

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     6.6 Review Procedure. Within 60 days after the receipt of such notice from the Administrative Committee, such Claimant, or the duly authorized representative thereof, may request, by written application to the Plan, a review by the Administrative Committee (the Board in the case of Reporting Persons) of the decision denying such claim. In connection with such review, such Claimant, or duly authorized representative thereof, shall be entitled to receive any and all documents pertinent to the claim or its denial and shall also be entitled to submit issues and comments in writing. The decision of the Administrative Committee (the Board in the case of Reporting Persons) upon such review shall be made promptly and not later than 60 days after the receipt of such request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after the Administrative Committee’s (the Board’s in the case of Reporting Persons) receipt of a request for review. Any such decision on review shall be in writing and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based. In the event of a genuine dispute regarding the amount or timing of payments under the Plan, a delay in the payment of Plan benefits shall not cause a violation of Code Section 409A to the extent such delay satisfies the conditions set forth in Code Section 409A and the regulations thereunder.

     6.7 Payment of Expenses. All costs and expenses incurred in administering the Plan shall be paid from the Plan unless the Corporation elects to pay the costs and expenses.

ARTICLE VII
AMENDMENT AND TERMINATION

     7.1 Amendment. The Corporation has reserved, and does hereby reserve, the right at any time and from time to time by action of the Board or the Committee (or by action of the Administrative Committee if and to the extent that the Board or the Committee has delegated the authority to amend the provisions of the Plan to such committee) to amend, modify or alter any or all of the provisions of the Plan without the consent of any Eligible Employees or Participants; provided, however, that no amendment shall operate retroactively so as to affect adversely any rights to which a Participant may be entitled under the provisions of the Plan as in effect prior to such action. Any such amendment, modification or alteration shall be expressed in an instrument executed by an authorized officer or officers of the Corporation, and shall become effective as of the date designated in such instrument.

     7.2 Termination. The Corporation reserves the right to suspend, discontinue or terminate the Plan, at any time in whole or in part; provided, however, that a suspension, discontinuance or termination of the Plan shall not accelerate the obligation to make payments to any person not otherwise currently entitled to payments under the Plan, unless otherwise specifically so determined by the Corporation and permitted by applicable law, relieve the Corporation of its obligations to make payments to any person then entitled to payments under the Plan, or reduce any existing Account balance.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

     8.1 Employment Relationship. For purposes of determining if there has been a Separation from Service, the Employer is defined to include all members of a controlled group of corporations or other business entities within the meaning of Code Sections 414(b) and (c) that includes Teleflex Incorporated, as modified by this Section. A Participant shall be

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considered to be in the employ of the Employer and its related affiliates and subsidiaries as long as he remains an employee of the Corporation, any subsidiary corporation of the Corporation, or any corporation to which substantially all of the assets and business of the Corporation are transferred. For this purpose, a subsidiary corporation of the Corporation is any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if, as of the date such determination is to be made, each of the corporations other than the last corporation in the unbroken chain owns stock possessing greater than 50 percent of the total combined voting power of all classes of stock in one of the other corporations in such chain. Nothing in the adoption of the Plan or the crediting of deferred compensation shall confer on any Participant the right to continued employment by the Corporation or an affiliate or subsidiary corporation of the Corporation, or affect in any way the right of the Corporation or such affiliate or subsidiary to terminate his employment at any time. Any question as to whether and when there has been a Separation from Service of a Participant’s employment, and the cause of such Separation from Service, shall be determined by the Administrative Committee, and its determination shall be final.

     8.2 Facility of Payments. Whenever, in the opinion of the Administrative Committee, a person entitled to receive any payment, or installment thereof, is under a legal disability or is unable to manage his financial affairs, the Administrative Committee shall have the discretionary authority to direct payments to such person’s legal representative or to a relative or friend of such person for his benefit; alternatively, the Administrative Committee may in its discretion apply the payment for the benefit of such person in such manner as the Administrative Committee deems advisable. Any such payment or application of benefits made in good faith in accordance with the provisions of this Section shall be a complete discharge of any liability of the Administrative Committee with respect to such payment or application of benefits.

     8.3 Funding. All benefits under the Plan are unfunded and the Corporation shall not be required to establish any special or separate fund or to make any other segregation of assets in order to assure the payment of any amounts under the Plan; provided, however, that in order to provide a source of payment for its obligations under the Plan, the Corporation may establish a grantor trust that qualifies as a so-called “rabbi” trust meeting applicable requirements of Code Section 409A. The Corporation will determine, in its sole discretion, the amount and time of contributions, if any, to a grantor trust. The establishment of a trust does not convey any rights to Participants or their Beneficiaries which are greater than those of the general creditors of the Corporation. The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Corporation, and neither the Participant nor his Beneficiary shall have any rights in or against any amounts credited under the Plan or any other specific assets of the Corporation. All amounts credited under the Plan to the benefit of a Participant shall constitute general assets of the Corporation and may be disposed of by the Corporation at such time and for such purposes as it may deem appropriate. Notwithstanding the preceding, upon a Change of Control, the Corporation and each participating Employer shall contribute to a grantor trust meeting the requirements of Code Section 671 within 30 days thereafter, an amount equal to the entire Account balance standing to the credit of each Participant who was a Director of or employed, or formerly employed, by them or any of them, to the extent such a trust does not already exist and contain such amount.

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     8.4 Anti-Assignment. No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge; and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit shall be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefits. If a Participant, a Participant’s spouse, or any Beneficiary should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to benefits under the Plan, then those rights, in the discretion of the Administrative Committee, shall cease. In this case, the Administrative Committee may hold or apply the benefits at issue or any part thereof for the benefit of the Participant, the Participant’s spouse, or Beneficiary in such manner as the Administrative Committee may deem proper.

     8.5 Unclaimed Interests. If the Administrative Committee shall at any time be unable to make distribution or payment of benefits hereunder to a Participant or any Beneficiary of a Participant by reason of the fact that his whereabouts is unknown, the Administrative Committee shall so certify, and thereafter the Administrative Committee shall make a reasonable attempt to locate such missing person. If such person continues missing for a period of three years following such certification, the interest of such Participant in the Plan shall, in the discretion of the Administrative Committee, be distributed to the Beneficiary of such missing person.

     8.6 References to Code, Statutes and Regulations. Any and all references in the Plan to any provision of the Code, ERISA, or any other statute, law, regulation, ruling or order shall be deemed to refer also to any successor statute, law, regulation, ruling or order.

     8.7 Liability. The Corporation, and its directors, officers and employees, shall be free from liability, joint or several, for personal acts, omissions, and conduct, and for the acts, omissions and conduct of duly constituted agents, in the administration of the Plan, except to the extent that the effects and consequences of such personal acts, omissions or conduct shall result from willful misconduct. However, this Section shall not operate to relieve any of the aforementioned from any responsibility or liability for any responsibility, obligation, or duty that may arise under ERISA.

     8.8 Tax Consequences of Compensation Reductions. The income tax consequences to Participants of Compensation reductions under the Plan shall be determined under applicable federal, state and local tax law and regulation.

     8.9 Corporation as Agent for Related Employers. Each corporation which shall become a participating employer pursuant to Section 2.10 by so doing shall be deemed to have appointed the Corporation its agent to exercise on its behalf all of the powers and authority hereby conferred upon the Corporation by the terms of the Plan, including but not limited to the power to amend and terminate the Plan. The Corporation’s authority shall continue unless and until the related employer terminates its participation in the Plan.

     8.10 Governing Law; Severability. The Plan shall be construed according to the laws of the State of Pennsylvania, including choice of law provisions, and all provisions hereof shall be administered according to the laws of that State, except to the extent preempted by federal law. A final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. In the event that any one or more of the provisions of the Plan shall for any reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other

24

provision of the Plan, but the Plan shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein, and there shall be deemed substituted such other provision as will most nearly accomplish the intent of the parties to the extent permitted by applicable law.

     8.11 Taxes. The Corporation shall be entitled to withhold any taxes from any distribution hereunder or from other compensation then payable, as it believes necessary, appropriate, or required under relevant law.

This Plan has been executed on December 30, 2008.

TELEFLEX INCORPORATED
By:	/s/ Terry Moulder
Title:	Vice President -    HR Operations

25

EX-10.4

Exhibit 10.4

TELEFLEX 401(k) SAVINGS PLAN

Amended and Restated Effective as of January 1, 2004

Table of Contents

	Page
ARTICLE I DEFINITIONS		2
Section 1.01 Account		2
Section 1.02 Accounting Date		2
Section 1.03 Additional Matching Contributions		2
Section 1.04 Additional Matching Contribution Account		2
Section 1.05 After-Tax Contributions		2
Section 1.06 After-Tax Contributions Account		2
Section 1.07 Beneficiary		2
Section 1.08 Board		3
Section 1.09 Catch-Up Contributions		3
Section 1.10 Catch-Up Contribution Account		3
Section 1.11 Code		3
Section 1.12 Committee		3
Section 1.13 Company		3
Section 1.14 Compensation		4
Section 1.15 Disability		6
Section 1.16 Effective Date		6
Section 1.17 Elective Deferral Contributions		6
Section 1.18 Elective Deferral Contribution Account		6
Section 1.19 Eligible Employee		6
Section 1.20 Employee		7
Section 1.21 Employer		8
Section 1.22 ERISA		8
Section 1.23 ESOP Loan		8
Section 1.24 ESOP Stock		8
Section 1.25 ESOP Stock Fund		8
Section 1.26 Five-Percent Owner		8
Section 1.27 Former Participant		9
Section 1.28 Highly Compensated Employee		9
Section 1.29 Income		9
Section 1.30 Investment Manager		9
Section 1.31 Leased Employee		9
Section 1.32 Limitation Year		10
Section 1.33 Matching Contributions		10
Section 1.34 Matching Contribution Account		10
Section 1.35 Net Profit		10
Section 1.36 Nonforfeitable		10
Section 1.37 Nonforfeitable Account Balance		10
Section 1.38 Non-highly Compensated Employee		10
Section 1.39 Non-Safe Harbor Matching Contributions		10
Section 1.40 Non-Safe Harbor Matching Contribution Account		10
Section 1.41 Normal Retirement Date		11
Section 1.42 Participant		11
Section 1.43 Participating Employer		11
Section 1.44 Plan		11
Section 1.45 Plan Administrator		11
Section 1.46 Plan Year		11

-i-

Table of Contents
(Continued)

	Page
Section 1.47 Profit Sharing Contributions		11
Section 1.48 Profit Sharing Contribution Account		11
Section 1.49 Qualified Matching Contributions		11
Section 1.50 Qualified Matching Contribution Account		11
Section 1.51 Qualified Non-elective Contributions		11
Section 1.52 Qualified Non-elective Contribution Account		11
Section 1.53 Related Employers		12
Section 1.54 Required Beginning Date		12
Section 1.55 Rollover Contributions		12
Section 1.56 Rollover Contribution Account		12
Section 1.57 Roth Elective Deferral Contributions		12
Section 1.58 Roth Elective Deferral Contribution Account		12
Section 1.59 Safe Harbor Matching Contributions		12
Section 1.60 Safe Harbor Matching Contribution Account		12
Section 1.61 Service and Break in Service Definitions		12
Section 1.62 Spouse		17
Section 1.63 Stock		17
Section 1.64 Transfer Contributions		17
Section 1.65 Transfer Contribution Account		17
Section 1.66 Treasury Regulations		17
Section 1.67 Trust		17
Section 1.68 Trust Fund		17
Section 1.69 Trustee		17
Section 1.70 Unallocated Stock Account		17
Section 1.71 Valuation Date		17
Section 1.72 Terms Defined Elsewhere		18
ARTICLE II ELIGIBILITY AND PARTICIPATION		19
Section 2.01 ELIGIBILITY		19
Section 2.02 PARTICIPATION UPON RE-EMPLOYMENT		19
Section 2.03 ENROLLMENT		20
Section 2.04 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS		21
ARTICLE III CONTRIBUTIONS		22
Section 3.01 INDIVIDUAL ACCOUNTS		22
Section 3.02 PARTICIPANT CONTRIBUTIONS		22
Section 3.03 CHANGES AND SUSPENSIONS OF ELECTIVE DEFERRAL CONTRIBUTIONS AND CATCH-UP CONTRIBUTIONS AND/OR ROTH ELECTIVE DEFERRAL CONTRIBUTIONS		25
Section 3.04 REFUND OF DEFAULT ELECTIVE DEFERRAL CONTRIBUTIONS		25
Section 3.05 MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS		25
Section 3.06 MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT		28
Section 3.07 PROFIT SHARING CONTRIBUTIONS		28

-ii-

Table of Contents
(Continued)

	Page
Section 3.08 PROFIT SHARING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT		29
Section 3.09 AFTER-TAX CONTRIBUTIONS		29
Section 3.10 QUALIFIED NON-ELECTIVE CONTRIBUTIONS		29
Section 3.11 TIME OF PAYMENT OF CONTRIBUTION		30
Section 3.12 FORM OF PAYMENT OF EMPLOYER CONTRIBUTIONS		30
Section 3.13 ALLOCATION OF FORFEITURES		31
Section 3.14 ROLLOVER AND TRANSFER CONTRIBUTIONS		31
Section 3.15 RETURN OF CONTRIBUTIONS		32
Section 3.16 RELEASE OF ESOP STOCK FOR ALLOCATION		32
Section 3.17 MATCHING CONTRIBUTIONS-ESOP STOCK ALLOCATIONS		33
Section 3.18 ALLOCATION OF EXCESS MATCHING CONTRIBUTIONS		33
Section 3.19 UNALLOCATED ESOP STOCK ACCOUNT		33
Section 3.20 FURTHER REDUCTIONS OF CONTRIBUTIONS		34
ARTICLE IV TERMINATION OF SERVICE; PARTICIPANT VESTING		35
Section 4.01 VESTING		35
Section 4.02 INCLUDED YEARS OF SERVICE — VESTING		35
Section 4.03 FORFEITURE OCCURS		36
Section 4.04 RESTORATION OF FORFEITED PORTION OF ACCOUNT		36
Section 4.05 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS		37
ARTICLE V TIME AND METHOD OF PAYMENT OF BENEFITS		38
Section 5.01 RETIREMENT		38
Section 5.02 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT PRIOR TO NORMAL RETIREMENT DATE		38
Section 5.03 DISTRIBUTIONS UPON DEATH		40
Section 5.04 DESIGNATION OF BENEFICIARY		40
Section 5.05 FAILURE OF BENEFICIARY DESIGNATION		40
Section 5.06 OTHER RULES GOVERNING THE TIME OF PAYMENT OF BENEFITS		41
Section 5.07 FORM OF BENEFIT PAYMENTS		41
Section 5.08 OPTION TO HAVE SPONSOR PURCHASE ESOP STOCK		42
Section 5.09 MINIMUM DISTRIBUTION REQUIREMENTS		43
Section 5.10 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE-TO-TRUSTEE TRANSFER FROM THE INMED CORPORATION EMPLOYEE SAVINGS/RETIREMENT INCOME PLAN		48
Section 5.11 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE-TO-TRUSTEE TRANSFER FROM THE MATTATUCK MANUFACTURING CO. & UAW LOCAL #1251 MONEY PURCHASE PLAN		48
Section 5.12 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS		48
Section 5.13 LOST PARTICIPANT OR BENEFICIARY		49
Section 5.14 FACILITY OF PAYMENT		50
Section 5.15 NO DISTRIBUTION PRIOR TO SEVERANCE FROM EMPLOYMENT, DEATH OR DISABILITY		50
Section 5.16 WRITTEN INSTRUCTION NOT REQUIRED		51

-iii-

Table of Contents
(Continued)

	Page
ARTICLE VI WITHDRAWALS, DIRECT ROLLOVERS AND WITHHOLDING, LOANS		52
Section 6.01 HARDSHIP WITHDRAWALS		52
Section 6.02 SPECIAL WITHDRAWAL RULES APPLICABLE TO AFTER-TAX AND ROLLOVER CONTRIBUTIONS		54
Section 6.03 WITHDRAWALS UPON ATTAINMENT OF AGE 59 1/2		54
Section 6.04 DISTRIBUTION/REINVESTMENT ELECTIONS		54
Section 6.05 DIRECT ROLLOVER AND WITHHOLDING RULES		54
Section 6.06 LOANS TO PARTICIPANTS		57
Section 6.07 WITHDRAWALS CONSTITUTING QUALIFIED HURRICANE DISTRIBUTIONS		61
ARTICLE VII VOTING AND TENDER OF STOCK AND ESOP STOCK		62
Section 7.01 VOTING OF STOCK AND ESOP STOCK		62
Section 7.02 TENDER OF STOCK AND ESOP STOCK		62
Section 7.03 PROCEDURES FOR VOTING AND TENDER		62
Section 7.04 FAILURE BY PARTICIPANT TO VOTE OR DETERMINE TENDER		62
ARTICLE VIII EMPLOYER ADMINISTRATIVE PROVISIONS		63
Section 8.01 ESTABLISHMENT OF TRUST		63
Section 8.02 INFORMATION TO PLAN ADMINISTRATOR		63
Section 8.03 NO LIABILITY		63
Section 8.04 INDEMNITY OF COMMITTEE AND PLAN ADMINISTRATOR		63
Section 8.05 INVESTMENT FUNDS		63
Section 8.06 EMPLOYEE STOCK OWNERSHIP PLAN		65
ARTICLE IX PARTICIPANT ADMINISTRATIVE PROVISIONS		66
Section 9.01 PERSONAL DATA TO PLAN ADMINISTRATOR		66
Section 9.02 ADDRESS FOR NOTIFICATION		66
Section 9.03 ASSIGNMENT OR ALIENATION		66
Section 9.04 NOTICE OF CHANGE IN TERMS		66
Section 9.05 PARTICIPANT DIRECTION OF INVESTMENT		66
Section 9.06 CHANGE OF INVESTMENT DESIGNATIONS		67
Section 9.07 TRANSFERS AMONG INVESTMENTS		68
Section 9.08 INVESTMENT OF PARTICIPATING EMPLOYER CONTRIBUTIONS		68
Section 9.09 QUALIFIED MATCHING AND QUALIFIED NON-ELECTIVE CONTRIBUTIONS		69
Section 9.10 ESOP DIVERSIFICATION ELECTION		69
Section 9.11 LITIGATION AGAINST THE TRUST		70
Section 9.12 INFORMATION AVAILABLE		70
Section 9.13 PRESENTING CLAIMS FOR BENEFITS		70
Section 9.14 APPEAL PROCEDURE FOR DENIAL OF BENEFITS		71
Section 9.15 CLAIMS INVOLVING BENEFITS RELATED TO DISABILITY		71
Section 9.16 USE OF ALTERNATIVE MEDIA		72

-iv-

Table of Contents
(Continued)

	Page
ARTICLE X ADMINISTRATION OF THE PLAN		73
Section 10.01 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST ADMINISTRATION		73
Section 10.02 APPOINTMENT AND REMOVAL OF COMMITTEE		73
Section 10.03 COMMITTEE PROCEDURES		74
Section 10.04 RECORDS AND REPORTS		74
Section 10.05 OTHER COMMITTEE POWERS AND DUTIES		74
Section 10.06 RULES AND DECISIONS		75
Section 10.07 APPLICATION AND FORMS FOR BENEFITS		75
Section 10.08 APPOINTMENT OF PLAN ADMINISTRATOR		75
Section 10.09 PLAN ADMINISTRATOR		75
Section 10.10 FUNDING POLICY		76
Section 10.11 FIDUCIARY DUTIES		76
Section 10.12 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES		77
Section 10.13 PROCEDURE FOR THE ALLOCATION OR DELEGATION OF FIDUCIARY DUTIES		77
Section 10.14 SEPARATE ACCOUNTING		78
Section 10.15 VALUE OF PARTICIPANT’S ACCOUNT		78
Section 10.16 REGISTRATION AND VOTING OF EMPLOYER COMMON STOCK		78
Section 10.17 INDIVIDUAL STATEMENT		78
Section 10.18 AUTOMATIC CONTRIBUTION ARRANGEMENT NOTICE		79
Section 10.19 ELECTION PERIODS		79
Section 10.20 FEES AND EXPENSES FROM FUND		79
ARTICLE XI TOP HEAVY RULES		80
Section 11.01 MINIMUM EMPLOYER CONTRIBUTION		80
Section 11.02 ADDITIONAL CONTRIBUTION		80
Section 11.03 DETERMINATION OF TOP HEAVY STATUS		81
Section 11.04 TOP HEAVY VESTING SCHEDULE		81
Section 11.05 DEFINITIONS		82
ARTICLE XII MISCELLANEOUS		84
Section 12.01 EVIDENCE		84
Section 12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION		84
Section 12.03 FIDUCIARIES NOT INSURERS		84
Section 12.04 WAIVER OF NOTICE		84
Section 12.05 SUCCESSORS		84
Section 12.06 WORD USAGE		84
Section 12.07 HEADINGS		84
Section 12.08 STATE LAW		84
Section 12.09 EMPLOYMENT NOT GUARANTEED		85
Section 12.10 RIGHT TO TRUST ASSETS		85
Section 12.11 UNCLAIMED BENEFIT CHECKS		85

-v-

Table of Contents
(Continued)

	Page
ARTICLE XIII EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION		86
Section 13.01 EXCLUSIVE BENEFIT		86
Section 13.02 AMENDMENT BY EMPLOYER		86
Section 13.03 AMENDMENT TO VESTING PROVISIONS		86
Section 13.04 DISCONTINUANCE		87
Section 13.05 FULL VESTING ON TERMINATION		87
Section 13.06 MERGER, DIRECT TRANSFER AND ELECTIVE TRANSFER		87
Section 13.07 LIQUIDATION OF THE TRUST FUND		88
Section 13.08 TERMINATION		89

APPENDIX A	DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRANSFER FROM THE INMED CORPORATION EMPLOYEE SAVINGS/RETIREMENT INCOME PLAN	A-1
APPENDIX B	DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRANSFER FROM THE MATTATUCK MANUFACTURING CO. & UAW LOCAL #1251 MONEY PURCHASE PLAN	B-1
APPENDIX C	INVESTMENT FUNDS	C-1
APPENDIX D	PARTICIPATING EMPLOYERS: ELIGIBILITY, CONTRIBUTION AND VESTING PROVISIONS BY LOCATION	D-1
APPENDIX E	SPECIAL RULES REGARDING PARTICIPANTS IN THE ARROW INTERNATIONAL, INC. 401(K) PLAN	E-1
APPENDIX F	LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS	F-1

-vi-

TELEFLEX 401(k) SAVINGS PLAN

Teleflex Incorporated, a Pennsylvania corporation, (the “Company”) hereby amends and restates in its entirety the Teleflex 401(k) Savings Plan, generally effective as of January 1, 2004, unless otherwise stated herein. The Plan, originally adopted effective as of July 1, 1985, and formerly known as the Teleflex Incorporated Voluntary Investment Plan, was previously amended and restated as of January 1, 2004 to implement various design changes and incorporate amendments to the Plan since it was previously amended and restated, including the “good faith” amendments to bring the Plan into compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001. The Plan was subsequently amended from time to time, including the amendments necessary to update the Plan to conform with the requirements of the final Treasury Regulations issued under Sections 401(k) and 401(m) of the Internal Revenue Code of 1986, as amended (“Code”).

The Plan is hereby amended and restated in its entirety, generally effective as of January 1, 2004, unless otherwise stated herein. Special effective dates are included in the Plan with respect to a number of provisions as necessary to conform the legislative and regulatory changes in the tax qualification requirements identified in the 2007 Cumulative List of Changes in Plan Qualification Requirements provided in Internal Revenue Service Notice 2007-94, including the final Treasury Regulations under Code Sections 401(k) and (m), certain provisions of the Pension Protection Act of 2006, and the final Treasury Regulations under Code Section 415. In this amendment and restatement, the Company intends to implement various design changes, including the implementation of a Qualified Automatic Contribution Arrangement (“QACA”) and an Eligible Automatic Contribution Arrangement (“EACA”) effective as of January 1, 2009. The amended and restated Plan also reflects the merger of the Arrow International, Inc. 401(k) Plan with and into the Plan effective as of March 31, 2008.

The Company intends that the Plan be qualified under Section 401(a) of the Code, with a cash or deferred arrangement qualified under Section 401(k) of the Code and a trust exempt from taxation under Section 501(a) of the Code. The Plan is composed of both an employee stock ownership plan (“ESOP”), as defined in Section 4975(e)(7) of the Code and a profit sharing plan pursuant to the requirements of Code Section 401(a)(27). The ESOP is designed to invest primarily in qualifying employer securities and is comprised of the ESOP Stock Fund.

The purpose of this Plan is to encourage Eligible Employees to accumulate savings for retirement and to further their financial independence by affording them an opportunity to make systematic contribution to the Plan, supplemented by contributions made by the Employer. The provisions of this Plan shall apply only to an Employee who experiences a Severance from Employment with an Employer on or after the Effective Date. Unless otherwise indicated herein, the rights and benefits, if any, of an Employee who incurred a Severance from Employment prior to the Effective Date shall be determined in accordance with the prior provisions of the Plan in effect on the date of his or her Severance from Employment.

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ARTICLE I
DEFINITIONS

     Each word and phrase defined in this Article I shall have the following meaning whenever such word or phrase is capitalized and used herein unless a different meaning is clearly required by context.

     Section 1.01 Account. The separate bookkeeping account that the Plan Administrator or the Trustee shall maintain for a Participant pursuant to Section 10.13 of this Plan.

     Section 1.02 Accounting Date. The last day of the Plan Year.

     Section 1.03 Additional Matching Contributions. Contributions made to the Plan by the Employer pursuant to Section 3.05.C., effective January 1, 2009.

     Section 1.04 Additional Matching Contribution Account. The portion of a Participant’s Account credited with Additional Matching Contributions under Section 3.05.C., together with any income, gains and losses credited thereto.

     Section 1.05 After-Tax Contributions. A Participant’s voluntary, after-tax contributions made to his After-Tax Contributions Account. No After-Tax Contributions are permitted to be made after December 31, 1986.

     Section 1.06 After-Tax Contribution Account. The portion of a Participant’s Account to which a Participant’s After-Tax Contributions were allocated prior to January 1, 1987, together with any income, gains and losses credited thereto.

     Section 1.07 Beneficiary.

A.	The Participant’s Spouse;
B.	The person, persons or trust designated by the Participant, with the consent of the Participant’s Spouse if the Participant is married, as direct or contingent beneficiary in a manner prescribed by the Plan Administrator; or
C.	If the Participant has no Spouse and has made no effective Beneficiary designation, the Participant’s estate.

A married Participant may designate a person, persons or trust other than his Spouse as Beneficiary, provided that such Spouse consents in writing in a manner prescribed by the Plan Administrator. The Spouse’s consent must be witnessed by a notary public or the Plan Administrator (or its representative) and must be limited to and acknowledge the specific non-Spouse Beneficiary(ies) (including any class of Beneficiaries) designated by the Participant. If the Participant wishes to subsequently change Beneficiary(ies), the consent of the Spouse must be obtained again. Spousal consent shall not be required if the Participant establishes to the satisfaction of the Plan Administrator that the consent cannot be obtained because the Spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may prescribe by regulations. A subsequent Spouse of a Participant shall not be bound by a consent executed by any previous Spouse of the Participant.

2

Any prior designation of a Beneficiary shall be revocable at the election of the Participant at any time in the manner and form prescribed by the Plan Administrator until the payment commencement date. The number of revocations shall not be limited. If more than one Beneficiary is designated by the Participant, such Beneficiaries who survive the Participant shall share equally in any death benefit unless the Participant indicates to the contrary, in writing. If a Beneficiary predeceases the Participant, such deceased Beneficiary shall not share in any death benefit and those Beneficiaries who survive the Participant shall share in any death benefit equally, or, if different, in the proportions designated by the Participant. A Beneficiary’s right to information or data concerning the Plan does not arise until the Beneficiary first becomes entitled to receive a benefit under the Plan.

The entry of a decree of divorce shall not automatically revoke a prior written election of a Participant naming such divorced Spouse as a Beneficiary. Except as provided to the contrary under a qualified domestic relations order: (i) a Participant may, subsequent to a divorce, designate someone other than his former Spouse as Beneficiary; and (ii) if a divorced Participant remarries, the new Spouse shall have all of the rights of a Spouse as set forth herein and any prior written Beneficiary designation by the Participant shall be automatically revoked and subject to the rights of the subsequent Spouse. If an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), should die before payment of the benefit assigned to the alternate payee occurs, the portion of the Participant’s Account assigned to the alternate payee shall revert to the Participant unless the qualified domestic relations order permits the alternate payee to designate a Beneficiary and a Beneficiary has in fact been designated to whom the benefit may be paid..

     Section 1.08 Board. The Board of Directors of the Company. Effective January 1, 2008, “Board” means the Board of Directors of the Company or any committee thereof.

     Section 1.09 Catch-Up Contributions. For each calendar year, the pre-tax contributions made to the Plan by a Participating Employer in accordance with and subject to the limitations of Section 414(v) of the Code at the election of a Participant who has reached age 50 before the close of the calendar year. Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code by reason of making such Catch-Up Contributions.

     Section 1.10 Catch-Up Contribution Account. That portion of a Participant’s Account credited with Catch-Up Contributions under Section 3.02.B., together with any income, gains and losses credited thereto.

     Section 1.11 Code. The Internal Revenue Code of 1986, as it may be amended from time to time.

     Section 1.12 Committee. The employee benefits committee appointed to administer the Plan. Effective January 1, 2008, the Committee is the Teleflex Incorporated Benefits Policy Committee or any successor thereto. Effective January 1, 2008, the Committee shall be the “plan administrator”, as defined in ERISA, and a named fiduciary of the Plan. Prior to January 1, 2008, the Company shall be the “plan administrator”, as defined in ERISA, and a Named Fiduciary of the Plan.

     Section 1.13 Company. Teleflex Incorporated, a Pennsylvania corporation.

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     Section 1.14 Compensation.

A.	Compensation. The total cash remuneration paid to a Participant by the Employer, as defined in Code Section 3401(a), for purposes of income tax withholding at the source, for personal services rendered during the period considered as Service, including overtime payments, plus “Elective Contributions” made by the Employer on the Employee’s behalf. Elective Contributions are amounts excludable from the Employee’s gross income under Code Section 402(e)(3) (relating to a Code Section 401(k) arrangement), Code Section 402(h) (relating to a Simplified Employee Pension), Code Section 125 (relating to a cafeteria plan), Code Section 403(b) (relating to a tax-sheltered annuity) or, effective January 1, 2001, Code Section 132(f)(4) (relating to a qualified transportation fringe benefit). Compensation includes compensation paid by the Employer to an Employee through another person under the common paymaster provisions of Code Sections 3121(s) and 3306(p). Compensation does not include contributions by the Employer to this or any other plan or plans for the benefits of its employees, except as otherwise expressly provided in this Section 1.14, or amounts identified by the Employer as expense allowances or reimbursements regardless of whether such amounts are treated as wages under the Code. Any reference in this Plan to Compensation is a reference to the definition in this Section 1.14, unless the Plan reference specifies a modification to this definition. Except as provided herein, the Plan Administrator shall take into account only Compensation actually paid by the Employer during the Plan Year to which reference is made.
	For Plan Years and Limitation Years beginning on and after January 1, 2002, amounts referenced under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.
	For Limitation Years beginning in 2005, Compensation shall include Post-Severance Compensation paid by the later of: (i) two and one-half (21/2) months (or such other period as extended by subsequent regulations or other published guidance) after Severance from Employment with the Employer; or (ii) the end of the Limitation Year that includes the date of the Employee’s Severance from Employment with the Employer. “Post-Severance Compensation” means payments that would have been included in the definition of Compensation if they were paid prior to the Employee’s Severance from Employment and the payments are regular Compensation for Services during the Participant’s regular working hours, Compensation for Services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar compensation, if the payments would have been paid to the Employee if the Employee had continued in employment with the Employer. Any payments not described in the preceding sentence are

4

	not considered Post-Severance Compensation if paid after Severance from Employment, except for payments (i) to an individual who does not currently perform services for the Employer by reason of qualified military service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer; or (ii) to any Participant who is permanently and totally disabled for a fixed or determinable period, as determined by the Committee. For purposes of this Section 1.14.A., “permanently and totally disabled” means that the individual 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 which has lasted or can be expected to last for a continuous period of not less than 12 months.
	Back pay, within the meaning of Treasury Regulations Section 1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation Year to which the back pay relates to the extent the back pay represents an amount that would otherwise be Compensation.
B.	Compensation Limit. In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provisions of the Plan to the contrary, the annual Compensation of each Employee taken into account under the Plan shall not exceed the “Compensation Limitation” under Code Section 401(a)(17) in effect for the applicable Determination Period as defined herein. Effective January 1, 2004, the Compensation Limitation is $205,000 ($230,000, effective January 1, 2008), and is subject to cost of living adjustments in future years in accordance with Code Section 401(a)(17)(B) and applicable statutory changes. Any such cost of living adjustment or statutory change in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (the “Determination Period”) beginning in such calendar year. If a Determination Period consists of fewer than 12 months, the Compensation Limitation will be multiplied by a fraction, the numerator of which is the number of months in the Determination Period, and the denominator of which is 12. Any reference in this Plan to the limitation under Section 401(a)(17) of the Code shall mean the Compensation Limitation set forth in this provision.
C.	Compensation — Special Rules. For purposes of determining whether the Plan discriminates in favor of Highly Compensated Employees, the Employer may elect to use an alternate nondiscriminatory definition of Compensation, in accordance with the requirements of Code Section 414(s) and the Treasury Regulations promulgated thereunder. In determining Compensation (for purposes of determining whether the Plan discriminates in favor of Highly Compensated Employees), the Employer may elect to include as Compensation all Elective Contributions made by the Employer on behalf of Employees. The Employer’s election to include Elective Contributions must be consistent and uniform with respect to Employees and all plans of the Employer for any particular Plan Year. The Employer may make this election to include Elective Contributions for

5

nondiscrimination testing purposes, irrespective of whether Elective Contributions are included in the general definition of Compensation applicable to the Plan. “Elective Contributions” are amounts excludible from the Employee’s gross income under Code Sections 402(e)(3), 402(h), 125, 132(f)(4), or 403(b).

     Section 1.15 Disability. A physical or mental condition that has qualified the Employee for benefits under the Employer’s long-term disability plan and will prevent the Employee from satisfactorily performing his usual duties for the Employer or the duties of such other position or job that the Employer makes available to him and for which such Employee is qualified by reason of his training, education or experience, for an indefinite period that the Plan Administrator considers will be of long-continued duration. The Plan considers a Participant disabled on the date that the Participant has satisfied the requirements for disability benefits under the applicable long-term disability plan. If the Participant is not eligible for long-term disability benefits, the Participant shall be considered disabled upon qualifying for Social Security disability benefits.

     Section 1.16 Effective Date. January 1, 2004, the date on which the provisions of this amended and restated Plan become effective, except as otherwise provided herein. In addition, the provisions of Plan with respect to the Employees of a Participating Employer may be subject to a different Effective Date, as specified in Appendix D hereto. The original Effective Date of the Plan was July 1, 1985.

     Section 1.17 Elective Deferral Contributions. Pre-tax contributions made to the Plan by the Employer at the election of the Participant (or deemed election of the Participant, effective January 1, 2009), in lieu of receipt of current compensation.

     Section 1.18 Elective Deferral Contribution Account. That portion of a Participant’s Account credited with Elective Deferral Contributions under Sections 3.02.A. and C., together with any income, gains and losses credited thereto.

     Section 1.19 Eligible Employee. Any Employee who has attained age 21 (or such lower age as is specified in Appendix D) other than:

A.	An Employee who is employed by an employer that is not a Participating Employer;
B.	An Employee of a Participating Employer who is not assigned to a location listed in Appendix D;
C.	An Employee who is not compensated on a salaried basis, unless such Employee is employed and compensated on an hourly-paid basis by a Participating Employer that has adopted the Plan for the benefit of any or all of its hourly-paid Employees, and the Employee is such an hourly-paid Employee;
D.	An Employee who is a member of a unit of Employees as to which there is evidence that retirement benefits were the subject of good faith collective bargaining, unless a collective bargaining agreement covering those Employees provides for their participation in the Plan;

6

E.	An Employee who is a Leased Employee;
F.	An Employee who is a non-resident alien and how has no income from sources within the United States;
G.	An individual who has been classified by a Participating Employer as an independent contractor, notwithstanding a later contrary determination by any court or governmental agency;
H.	An individual who has been classified by a Participating Employer as a per diem employee, intern or special project employee;
I.	Effective January 1, 2006, an Employee who has made a one time irrevocable election to waive participation in the Plan; such an election must be made no later than the date that the Employee first becomes eligible to participate in the Plan or any other plan or arrangement of the Employer that is described in Section 219(g)(5)(A);
J.	An Employee who has agreed in writing that he or she is not entitled to participation in the Plan;
K.	An Employee who is a member of a class of Employees who are excluded from participation in the Plan, as specified in Appendix D; and
L.	Any other Employee whose terms and conditions of employment do not provide for participation in or entitlement to benefits under the Plan.

     The Plan Administrator shall interpret the list of persons who are ineligible to participate in the Plan, as set forth above, to comply with Code Section 410(a)(1).

     Section 1.20 Employee.

A.	An individual who is employed by the Employer and whose earnings are reported on a Form W-2;
B.	An individual who is not employed by an Employer but is required to be treated as a Leased Employee (as defined in Section 2.2.5); provided that if the total number of Leased Employees constitutes 20% or less of the Employer’s non-highly compensated work force, within the meaning of Section 414(a)(5)(c)(ii) of the Code, the term “Employee” shall not include those Leased Employees covered by a “safe harbor” plan described in Section 414(n)(5)(i) of the Code; and
C.	When required by context under Section 1.61 for purposes of crediting Hours of Service, a former Employee

The term “Employee” shall not include any individual providing services to an Employer as an independent contractor. An individual excluded from participation by reason of independent contractor or Leased Employee status, if determined by the Plan Administrator, a court, a governmental agency, or in accordance with law to be a common law employee of the Employer, shall be recharacterized as an Employee under the Plan as of the date of such

7

determination, unless an earlier date is necessary to preserve the tax qualified status of the Plan. Notwithstanding such general recharacterization, such person shall not be considered an Eligible Employee for purposes of Plan participation, except and to the extent necessary to preserve the tax qualified status of the Plan.

     Section 1.21 Employer. The Company and the Participating Employers. If the Employer is a member of a group of Related Employers, the term “Employer” includes the Related Employers for purposes of crediting Hours of Service, applying the coverage test of Code Section 410(b) (except to the extent that the Plan employs the qualified separate line of business rules of Code Section 414(r)), determining Years of Service under Article IV, applying the limitations described in Appendix F, applying the Top Heavy rules of Article XII, the definitions of Employee, Highly Compensated Employee, and Leased Employee, and Service contained in this Article I, and for any other purpose as required by the Code or by the Plan. However, only the Company and Participating Employers may contribute to the Plan and only Eligible Employees employed by the Company or a Participating Employer are eligible to participate in this Plan. Unless otherwise provided, service with a Related Employer prior to the date that it either adopted the Plan or became a Related Employer shall not be counted for any purpose under the Plan. A Related Employer shall cease to be an Employer on the date such entity ceases to qualify as a Related Employer to the Company, unless the Related Employer continues to maintain the Plan with the consent of the Company.

     Whenever the terms of this Plan authorize the Employer or the Company to take any action, such action shall be considered properly authorized if taken by the Board, any committee of the Board or by the Committee for the Plan in accordance with its procedures under Section 10.03 hereof.

     Section 1.22 ERISA. The Employee Retirement Income Security Act of 1974, as amended, or as it may be amended from time to time.

     Section 1.23 ESOP Loan. The indebtedness arising from any extension of credit, including credit from the Company in the form of purchase money financing, to the Plan or the Trust for purposes of purchasing ESOP Stock.

     Section 1.24 ESOP Stock. The shares of any class of stock issued by the Company that are “qualifying employer securities” within the meaning of Sections 409(l) and 4975(e)(8) of the Code, or any successor sections.

     Section 1.25 ESOP Stock Fund. The portion of the Plan that is invested in ESOP Stock. The ESOP Stock Fund shall be maintained as an investment option (as described in Appendix C, attached hereto and made a part hereof) at all times during which a portion of the Plan is intended to constitute an ESOP.

     Section 1.26 “Five-Percent Owner” means any Employee who owns (or is considered as owning within the meaning of Section 318 of the Code) more than 5% of the outstanding stock of the Employer, or stock possessing more than 5% of the total combined voting power of all stock of any Employer. For purposes of this Section 1.26, Section 318(a)(2)(C) of the Code shall be applied by substituting “5%” for “50%” each time it appears therein.

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     Section 1.27 Former Participant. A Participant who has transferred to a classification of Employees ineligible to participate in the Plan, or a Participant whose employment with the Employer has terminated but who has a vested Account balance under the Plan that has not been paid in full and, therefore, is continuing to participate in the allocation of Trust Fund Income.

     Section 1.28 Highly Compensated Employee. Any Employee who:

A.	Was a Five-Percent Owner at any time during the Plan Year or the preceding Plan Year; or
B.	for the preceding Plan Year:

1.	received more than $90,000 ($100,000 for the Plan Year beginning January 1, 2008) in annual Compensation from the Employer (or such higher amount as adjusted pursuant to Section 414(q)(1) of the Code); and
2.	if the Employer elects, was in the top 20% of Employees when ranked on the basis of Compensation for the prior Plan Year.

     Highly Compensated Employees also include highly compensated former Employees. A highly compensated former Employee includes any Employee who has had a Severance from Employment (or was deemed to have a Severance from Employment) prior to the current or preceding Plan Year, performs no Service for the Employer during such Plan Year, and was a highly compensated active Employee for either the severance year or any Plan Year ending on or after the Employee’s 55th birthday in accordance with the rules for determining Highly Compensated Employee status in effect for that determination year and in accordance with applicable Treasury Regulations and IRS Notice 97-45.

     For purposes of this Section, “Compensation” means Compensation as defined in Section 1.14; and Related Employers to the Employer shall be treated as a single employer with the Employer. The determination of who is Highly Compensated shall be made in accordance with Code Section 414(q) and applicable Treasury Regulations promulgated thereunder.

     Section 1.29 Income. The net gain or loss of the Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities, other investment transactions and expenses paid from the Trust Fund. In determining the Income of the Trust Fund as of any date, assets shall be valued on the basis of their then fair market value.

     Section 1.30 Investment Manager. A person or organization who is appointed under Section 10.05 to direct the investment of all or part of the Trust Fund, and who is either (a) registered in good standing as an Investment Adviser under the Investment Advisers Act of 1940, (b) a bank, as defined in that Act, or (c) an insurance company qualified to perform investment management services under the laws of more than one state of the United States, and who has acknowledged in writing that he is a fiduciary with respect to the Plan.

     Section 1.31 Leased Employee. Any person (other than an Employee of the Employer) who, pursuant to an agreement between the Employer and any other person (“Leasing Organization”), has performed services for the Employer (or for the Employer and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially

9

full time basis for a period of at least one year, which services are performed under the primary direction or control of the Employer. Contributions or benefits provided to a Leased Employee by the Leasing Organization that are attributable to services performed for the Employer shall be treated as provided by the Employer. If applicable, Compensation under Section 1.14 includes compensation from the Leasing Organization that is attributable to services performed for the Employer.

     A Leased Employee shall not be considered an Employee of the Employer if (a) such employee is covered by a money purchase pension plan providing: (i) a nonintegrated employer contribution rate of at least ten percent of compensation, as defined in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement that are excludible from the employee’s gross income under Section 125, Section 132(f)(4), Section 402(e)(3), Section 402(h) or Section 403(b) of the Code, (ii) immediate participation, and (iii) full and immediate vesting; and (b) leased employees do not constitute more than 20% of the Employer’s nonhighly compensated workforce.

     Section 1.32 Limitation Year. The Plan Year.

     Section 1.33 Matching Contributions. Contributions made to the Plan by the Employer pursuant to Section 3.05. Effective January 1, 2009, Matching Contributions include Non-Safe Harbor Matching Contributions, Safe Harbor Matching Contributions and Additional Matching Contributions.

     Section 1.34 Matching Contribution Account. That portion of a Participant’s Account credited with Matching Contributions pursuant to Section 3.05, including reallocated forfeitures, if any, together with any income, gains and losses credited thereto. A Participant’s Matching Contribution Account may include one or more subaccounts, including a Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, and Additional Matching Contribution Account.

     Section 1.35 Net Profit. Each Participating Employer’s current or accumulated surplus, reserves and net or retained earnings determined on the basis of generally accepted accounting principles before contributions to the Trust Fund. Net Profit shall be computed on the basis of the Participating Employer’s taxable year.

     Section 1.36 Nonforfeitable. A Participant’s or Beneficiary’s unconditional claim, legally enforceable against the Plan, to all or a portion of the Participant’s Account.

     Section 1.37 Nonforfeitable Account Balance. The aggregate value of the Participant’s vested Account balances derived from Employer and Employee contributions (including Rollover Contributions and Transfer Contributions), whether vested before or upon death.

     Section 1.38 Non-highly Compensated Employee. Any Eligible Employee who is not a Highly Compensated Employee.

     Section 1.39 Non-Safe Harbor Matching Contributions. Contributions made to the Plan by the Employer pursuant to Section 3.05.A.

     Section 1.40 Non-Safe Harbor Matching Contribution Account. The portion of a Participant’s Account credited with Non-Safe Harbor Matching Contributions under Section 3.05.A., together with any income, gains and losses credited thereto.

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     Section 1.41 Normal Retirement Date. The later of the date on which a Participant reaches age 65 or the fifth anniversary of the date the Participant commenced participation in the Plan. However, in no event shall the Normal Retirement Date of a Participant who had an Account balance on July 1, 1991 be later than the date such Participant reaches age 65.

     Section 1.42 Participant. An Eligible Employee who has satisfied the eligibility requirements and becomes a Participant in accordance with the provisions of Section 2.01. An Eligible Employee who becomes a Participant shall remain a Participant or Former Participant under the Plan until the Trustee has fully distributed the vested amount in his Account to him.

     Section 1.43 Participating Employer. Any subsidiary or affiliated organization of the Company electing the participate in the Plan with the consent of the Committee. A list of the Participating Employers is set forth in Appendix D, attached hereto and made a part hereof, as it may be updated from time to time.

     Section 1.44 Plan. The plan designated as the Teleflex 401(k) Savings Plan as set forth herein or in any amendments hereto. Prior to October 1, 2004, the Plan was known as the Teleflex Incorporated Voluntary Investment Plan.

     Section 1.45 Plan Administrator. The Committee or the person(s) or entity appointed by the Committee to oversee the day-to-day administration of the Plan. Effective January 1, 2008, the Committee has appointed the Financial Benefit Plans Committee, or any successor thereto, as the Plan Administrator.

     Section 1.46 Plan Year. The calendar year commencing on January 1 and ending on December 31.

     Section 1.47 Profit Sharing Contributions. Contributions made to the Plan at the discretion of the Employer pursuant to Section 3.07.

     Section 1.48 Profit Sharing Contribution Account. The portion of a Participant’s Account credited with Profit Sharing Contributions under Section 3.07, including reallocated forfeitures, if any, together with any income, gains and losses credited thereto.

     Section 1.49 Qualified Matching Contributions. Contributions made to the Plan at the discretion of the Employer pursuant to Section 3.05.E.

     Section 1.50 Qualified Matching Contribution Account. That portion of a Participant’s Account credited with Qualified Matching Contributions under Section 3.05.E., together with any income, gains and losses credited thereto.

     Section 1.51 Qualified Non-elective Contributions. Contributions (other than Matching Contributions, Profit Sharing Contributions, or Qualified Matching Contributions) made to the Plan at the discretion of the Employer pursuant to Section 3.10.

     Section 1.52 Qualified Non-elective Contribution Account. That portion of a Participant’s Account credited with Qualified Non-elective Contributions under Section 3.10, together with any income, gains and losses credited thereto.

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     Section 1.53 Related Employers. A controlled group of corporations (as defined in Code Section 414(b)), trades or business (whether or not incorporated) that are under common control (as defined in Code Section 414(c)), or an affiliated service group (as defined in Code Sections 414(m) and (o)).

     Section 1.54 Required Beginning Date. The April 1 of the calendar year following the later of:

A.	the calendar year in which the Participant reaches age 701/2; or
B.	the calendar year in which the Participant has a Severance from Employment; provided, that this Section 1.54.B. shall not apply in the case of a Participant who is a Five-Percent Owner with respect to the Plan Year ending with the calendar year in which the Participant attains age 701/2.

     Section 1.55 Rollover Contributions. Contribution made to the Plan by an Employee or Participant pursuant to Section 3.14.

     Section 1.56 Rollover Contribution Account. That portion of a Participant’s Account credited with Rollover Contributions under Section 3.14, together with any income, gains and losses credited thereto.

     Section 1.57 Roth Elective Deferral Contributions. Elective Deferral Contributions that are made in accordance with and subject to the provisions of Section 402A of the Code and relevant regulations thereto and are (i) designated irrevocably by the Participant at the time of the cash or deferred election as Roth Elective Deferral Contributions that are being made in lieu of all or a portion of the pre-tax Elective Deferral Contributions the Participant is otherwise eligible to make under the Plan; and (ii) treated by the Employer as includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made a cash or deferred election.

     Section 1.58 Roth Elective Deferral Contribution Account. The portion of a Participant’s Account credited with Roth Elective Deferral Contributions under Section 3.02.D., together with any income, gains and losses credited thereto.

     Section 1.59 Safe Harbor Matching Contributions. Contributions made to the Plan by the Employer pursuant to Section 3.05.B.

     Section 1.60 Safe Harbor Matching Contribution Account. The portion of a Participant’s Account credited with Safe Harbor Matching Contributions under Section 3.05.B., together with any income, gains and losses credited thereto

     Section 1.61 Service and Break in Service Definitions.

A. Absence from Service. A severance or absence from service for any reason other than a quit, discharge, retirement or death, such as vacation, holiday, sickness, or layoff. Notwithstanding the foregoing, an absence due to an “Authorized Leave of Absence,” or qualified military

12

	service in accordance with Code Section 414(u) shall not constitute an Absence from Service.
B.	Authorized Leave of Absence. An Authorized Leave of Absence shall mean:

1.	a leave of absence, with or without pay, granted by the Employer in writing under a uniform, nondiscriminatory policy applicable to all Employees; however, such absence shall constitute an Authorized Leave of Absence only to the extent that applicable federal laws and regulations permit service credit to be given for such leave of absence;
2.	a leave of absence due to service in the Armed Forces of the United States to the extent required by Code Section 414(u); or
3.	a leave of absence authorized under the Family and Medical Leave Act, but only to the extent that such Act requires that service credit be given for such period.

C.	Break in Service. Each 12 consecutive months in the period commencing on the earlier of (i) the date on which the Employee quits, is discharged, retires or dies, or (ii) the first anniversary of the first day of any Absence from Service, within which the Employee is not credited with more than 500 Hours of Service, and ending on the date the Employee is again credited with an Hour of Service for the performance of duties for the Employer. If an Employee is on maternity or paternity leave, and the absence continues beyond the first anniversary of such absence, the Employee’s Break in Service will commence no earlier than the second anniversary of such absence. The period between the first and second anniversaries of the first date of a maternity or paternity leave is not part of either a Period of Service or a Break in Service. The Plan Administrator shall consider an Employee on maternity or paternity leave if the Employee’s absence is due to the Employee’s pregnancy, the birth of the Employee’s child, the placement with the Employee of an adopted child, or the care of the Employee’s child immediately following the child’s birth or placement. Notwithstanding the foregoing, if such maternity or paternity leave constitutes an Authorized Leave of Absence, such leave shall not be considered part of a Break in Service.
D.	Employment Commencement Date. The date upon which an Employee first performs an Hour of Service for the Employer.
E.	Hour of Service. Hour of Service shall mean:

1. Each hour for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment, for the performance of duties during the Plan Year. The Plan Administrator shall credit Hours of Service under this subparagraph 1. to the Employee for the Plan Year in which the Employee performs the duties, irrespective of when paid;

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2.

Each hour for which the Employer, either directly or indirectly, pays and Employee, or for which the Employee is entitled to payment (irrespectively of whether the employment relationship is terminated), for reasons other than the performance of duties during a computation period, such as leaves of absence, vacation, holiday, sick leave, illness, incapacity (including disability), layoff, jury duty or military duty. There shall be excluded from the foregoing those periods during which payments are made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws. An Hour of Service shall not be credited where an employee is being reimbursed solely for medical or medically related expenses. The Plan Administrator shall not credit more than 501 Hours of Service under this Section 1.61.E.2. to an Employee on account of any single continuous period during which the Employee does not perform any duties (whether or not such period occurs during a single computation period). The Plan Administrator shall credit Hours of Service under this Section 1.61.E.2. in accordance with the rules of paragraphs (b) and (c) of Department of Labor Regulations Section 2530.200b-2, which the Plan, by this reference, specifically incorporates in full within this Section 1.61.E.2.; and

3.

Each hour for back pay, irrespective of mitigation of damages, to which the Employer has agreed or for which the Employee has received an award. The Plan Administrator shall credit Hours of Service under this Section 1.61.E.3. to the Employee for the computation period(s) to which the award or the agreement pertains rather than for the computation period in which the award, agreement or payment is made.

The Plan Administrator shall not credit an Hour of Service under more than one of the above paragraphs. Furthermore, if the Plan Administrator is to credit Hours of Service to an Employee for the 12-month period beginning with the Employee’s Employment Commencement Date or with an anniversary of such date, then the 12-month period shall be substituted for the term “Plan Year” wherever the latter term appears in this Section. A computation period for purposes of this Section 1.61 is the Plan Year, Break-in-Service period or other period, as determined under the Plan provision for which the Plan Administrator is measuring an Employee’s Hours of Service. The Plan Administrator will resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee.

The Plan Administrator shall credit every Employee with Hours of Service on the basis of the “actual” method; provided that with respect to an Employee for whom hours of employment are not normally recorded, the Plan Administrator may, in accordance with rules applied in a uniform and

14

nondiscriminatory manner, elect to credit Hours of Service using one or more of the following equivalencies:

Basis upon Which Records	Credit Granted to Individual
Are Maintained	For Period
Shift	actual hours for full shift
Day	10 Hours of Service
Week	45 Hours of Service
Semi-monthly period	95 Hours of Service
Month	190 Hours of Service

	For purposes of this Plan, the “actual” method means the determination of Hours of Service from records of hours worked and hours for which the Employer makes payment or for which payment is due from the Employer.
	Hours of Service will be credited for employment with other members of a group of Related Employers of which the Employer is a member. Hours of Service will also be credited for any individual considered an Employee for purposes of this Plan to the extent required under Code Sections 414(n) or 414(o) and the Treasury Regulations promulgated thereunder.
	Solely for purposes of determining whether the Employee incurs a Break in Service under any provision of this Plan, the Plan Administrator shall credit Hours of Service during an Employee’s unpaid absence period due to maternity or paternity leave. The Plan Administrator shall consider an Employee on maternity or paternity leave if the Employee’s absence is due to the Employee’s pregnancy, the birth of the Employee’s child, the placement with the Employee of an adopted child, or the care of the Employee’s child immediately following the child’s birth or placement. The Plan Administrator shall credit only the number (up to five hundred one (501) Hours of Service) necessary to prevent an Employee’s Break in Service. The Plan Administrator shall credit all Hours of Service described in this paragraph to the computation period in which the absence period begins or, if the Employee does not need these Hours of Service to prevent a Break in Service in the computation period in which his absence period begins, the Plan Administrator shall credit these Hours of Service to the immediately following computation period. Further, if required by the Family and Medical Leave Act, time on a leave of absence, whether or not paid, shall count in determining Service and Hours of Service.
F.	Period of Severance. The period commencing on any Severance from Service Date and ending on the date an Employee is again credited with an Hour of Service for the performance of duties for the Employer.

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G.	Re-employment Commencement Date. The date upon which an Employee first performs an Hour of Service for the Employer following a Break in Service.
H.	Severance from Employment. A separation from Service with the Employer maintaining this Plan and any Related Employers such that the Employee no longer has an employment relationship with the Employer or any Related Employers that maintain the Plan. In addition, a Severance from Employment shall be deemed to occur with respect to the Employees of a Related Employer effective as of the date such Related Employer ceases to qualify as a Related Employer to the Employer, unless such employer continues to maintain the Plan with the consent of the Company.
I.	Service. Any period of time the Employee is in the employ of the Employer, whether before or after adoption of the Plan, determined in accordance with reasonable and uniform standards and policies adopted by the Plan Administrator, which standards and policies shall be consistently observed. For purposes of counting an Employee’s Service, the Plan shall treat an Employee’s Service with employers who are part of a group of Related Employers of which the Employer is a member as Service with the Employer for the period during which the employers are Related Employers. Service for purposes of determining eligibility to participate and vesting may also be granted for an Employee’s Period of Service prior to the date his employer became a Related Employer if such Service is granted in accordance with the requirements of Code Section 401(a)(4) and the regulations thereunder. For all Plan purposes, the Plan shall treat the following periods as Service:

1.	any Authorized Leave of Absence, subject to the service crediting limitations set forth in Section 1.61.B;
2.	any qualified military service in accordance with Section 414(u) of the Code; and
3.	any other absence during which the Participant continues to receive his regular Compensation.

J.	Severance from Service Date. The earlier of (i) the date on which an Employee quits, is discharged, retires, or dies, or (ii) the first anniversary of the first date of any Absence from Service.
K.	Year of Service. Except as otherwise provided in Appendix D to the Plan:

1. For purposes of Article II relating to eligibility to participate, a 12 consecutive month period beginning on the date an Employee performs his first Hour of Service (or his Re-employment Commencement Date) and each anniversary thereof during which such Employee is credited with at least 1,000 Hours of Service with the Employer; and

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2.

For all other purposes under the Plan, a 12 consecutive month period beginning on the date an Employee performs his first Hour of Service (or his Re-employment Commencement Date) and each anniversary thereof, without regard to any number of Hours of Service.

3.

Subject to the requirements of the Code and at the discretion of the Board, a continuous period of service as an employee of an entity before such entity becomes an Employer shall be counted for purpose of eligibility to participate under Article II of vesting under Article IV. The amount of any such service, as approved by the Board, shall be specified in the declaration by which such entity joins the Plan.

     Section 1.62 Spouse. The lawful spouse of the Participant as determined under the law of the state where the Participant resides at the date of determination.

     Section 1.63 Stock. The voting common stock of the Company of the same class and having the same voting and dividend rights as the common stock of the Company that from time to time is listed for public trading on a national securities exchange.

     Section 1.64 Transfer Contributions. Contribution made to the Plan by an Employee or Participant pursuant to Section 3.14.

     Section 1.65 Transfer Contribution Account. That portion of a Participant’s Account credited with Transfer Contributions under Section 3.14, together with any income, gains and losses credited thereto.

     Section 1.66 Treasury Regulations. Regulations promulgated under the Internal Revenue Code by the Secretary of the Treasury.

     Section 1.67 Trust. The Trust known as the Teleflex Incorporated Master Trust and maintained in accordance with the terms of the trust agreement, as from time to time amended, between Teleflex Incorporated and the Trustee.

     Section 1.68 Trust Fund. All property of every kind held or acquired by the Trustee under the Trust agreement other than incidental benefit insurance contracts.

     Section 1.69 Trustee. Effective September 30, 2004, Vanguard Fiduciary Trust Company, a Pennsylvania Trust Company, or such other entity or person(s) that subsequently may be appointed by Teleflex Incorporated.

     Section 1.70 Unallocated ESOP Stock Account. The suspense account maintained by the Trustee to hold ESOP Stock pursuant to Section 3.19 that has not yet been allocated to the Accounts of Participants.

     Section 1.71 Valuation Date. Each day on which the New York Stock Exchange is open for trading.

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     Section 1.72 Terms Defined Elsewhere.

Actual Contribution Percentage	Appendix F
Actual Deferral Percentage	Appendix F
Aggregate Limit	Appendix F
Annual Additions	Appendix F
Cash-out Distribution	5.02.A.
Contribution Percentage	Appendix F
Contribution Percentage Amounts	Appendix F
Determination Date	Section 11.05.G.
Direct Rollover	Section 6.05.B.4.
Distributee	Section 6.05.B.3.
Elective Deferrals	Appendix F
Eligible Retirement Plan	Section 6.05.B.2.
Eligible Rollover Distribution	Section 6.05.B.1.
Employer Common Stock Fund	Section 8.05
Excess Aggregate Contributions	Appendix F
Excess Compensation	Appendix F
Excess Compensation Deferrals	Appendix F
Excess Elective Deferrals	Appendix F
Forfeiture Break in Service	Section 4.02
Gap Period	Appendix F
Investment Funds	Section 8.05
Key Employee	Section 11.05A.
Limitation Year	Appendix F
Maximum Permissible Amount	Appendix F
Non-Key Employee	Section 11.05.B.
Permissive Aggregation Group	Section 11.05.E.
Projected Annual Benefit	Appendix F
Qualified Joint and Survivor Annuity	Appendix F
Required Aggregation Group	Section 11.05.D.
Tender Offer	Section 8.05
Top Heavy	Section 11.03

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ARTICLE II

ELIGIBILITY AND PARTICIPATION

     Section 2.01 ELIGIBILITY.

A.	Each Eligible Employee who was a Participant in the Plan on the day before the Effective Date of this restated Plan shall continue as a Participant in this Plan as restated.
B.	Effective as of January 1, 2009, except as otherwise provided in Appendix D for purposes of Profit Sharing Contribution, each Eligible Employee shall be eligible to become a Participant on his date of hire by an Employer. Except as otherwise provided in Appendix D for purposes of Profit Sharing Contributions, each Employee shall become a Participant on the date he becomes an Eligible Employee of an Employer.
C.	Prior to January 1, 2009, each Eligible Employee shall be eligible to become a Participant in the Plan upon completing a period of service established by the Employer and set forth in Appendix D, which shall not exceed one Year of Service.
D.	Each person who was an active employee of Arrow International, Inc. (“Arrow”) or any of its Subsidiaries (as set forth in Section 3.01(b) of the Disclosure Letter to the Agreement and Plan of Merger among Teleflex Incorporated, AM Sub Inc. and Arrow International, Inc.) immediately prior to October 1, 2007 shall receive full credit for purposes of eligibility to participate in the Plan for his most recent continuous period of service with Arrow or any of its Subsidiaries to the same extent recognized by Arrow or any of its Subsidiaries immediately prior to October 1, 2007, except to the extent such credit would result in duplication of benefits for the same period of service.

     Section 2.02 PARTICIPATION UPON RE-EMPLOYMENT.

A. Prior to January 1, 2009, an Eligible Employee who experienced a Severance from Employment after satisfying the conditions for eligibility under Section 2.01 shall be eligible to participate in the Plan:

1.	as though his employment had been uninterrupted if he is reemployed as an Eligible Employee before incurring a Break-in Service; or
2.	as of the first day of the payroll period immediately following his date of reemployment as an Eligible Employee if he has incurred a Break-in-Service.
A rehired Employee who had not previously met the conditions for eligibility may become a Participant upon meeting such conditions and upon application for participation in accordance with Section 2.03.

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B. Effective as of January 1, 2009, an Eligible Employee who experiences a Severance from Employment shall be eligible to participate in the Plan:

1.	as though his employment had been uninterrupted if he is reemployed as an Eligible Employee before incurring a Break-in Service; or
2.	as of the first day of the payroll period immediately following his date of reemployment as an Eligible Employee if he has incurred a Break-in-Service.

     Section 2.03 ENROLLMENT. As soon as administratively practicable, the Plan Administrator shall notify each Employee who is eligible to make Elective Deferral Contributions to the Plan and shall explain the rights, privileges and duties of a Participant in the Plan.

A.	Prior to January 1, 2009, each Eligible Employee who has satisfied the conditions for eligibility under Section 2.01 shall become a Participant on the first day of the first payroll period immediately following his filing a written election with the Plan Administrator (or complying with such other reasonable enrollment procedures as the Plan Administrator may implement) or at such other time as designated by his Employer. The Eligible Employee’s election shall authorize the Employer to withhold the percentage of his Compensation to be paid into his Elective Deferral Contribution Account and provide such additional information as the Plan Administrator may reasonably require. The Plan Administrator may establish additional rules and procedures governing the time and manner in which enrollments shall be processed.
B.	Effective as of January 1, 2009, each Eligible Employee who has satisfied the conditions for eligibility under Section 2.01 shall become a Participant on his date of hire by an Employer regardless of whether he has filed a written election (or complied with such other reasonable enrollment procedures as the Plan Administrator may implement). Unless and until the Eligible Employee makes an election otherwise, the Eligible Employee shall be deemed to have authorized the Employer to withhold the percentage of his Compensation set forth in Section 3.02.C. to be paid into his Elective Deferral Contribution Account. The Plan Administrator may establish additional rules and procedures governing the time and manner in which enrollments shall be processed.
C.	Notwithstanding the above, to the extent provided in Appendix D with respect to Profit Sharing Contributions, an Eligible Employee shall become a Participant on the date set forth in Appendix D or, if there is no date set forth in Appendix D, on the first day of the first payroll period immediately following the date the Eligible Employee satisfies the conditions for eligibility under Section 2.01.

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     Section 2.04 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS. A Participant who is an Eligible Employee and who transfers employment from one Employer to another Employer shall continue to participate in the Plan. An Employee who is an Eligible Employee shall continue to be an Eligible Employee following a transfer between Employers as if the Eligible Employee had performed all Service during the Plan Year for the Employer to which the Eligible Employee is transferred. An Employee of an Employer who becomes an Eligible Employee shall become a Participant in the Plan in accordance with Sections 2.01 and 2.03, above. A Participant who ceases to be an Eligible Employee shall cease to be eligible to make or receive contributions under the Plan as of the last day of the payroll period during which he ceases to be an Eligible Employee.

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ARTICLE III
CONTRIBUTIONS

     Section 3.01 INDIVIDUAL ACCOUNTS. The Plan Administrator shall establish an Account for each Participant and Former Participant having an amount to his credit in the Trust Fund. Each Account shall be divided into separate subaccounts, as applicable, for “Elective Deferral Contributions,” “Catch-Up Contributions,” “Roth Elective Deferral Contributions,” “Non-Safe Harbor Matching Contributions,” “Safe Harbor Matching Contributions”, “Additional Matching Contributions,” and “Profit Sharing Contributions.” If a Participant has made a “Rollover Contribution” or “Transfer Contribution,” as defined below, or if the Employer elects to make “Qualified Non-elective Contributions” or “Qualified Matching Contributions,” as defined below, separate subaccounts shall be established for such contributions. In addition, if a Participant made “After-tax Contributions” prior to January 1, 1987, a separate subaccount referred to as the “After-tax Contribution Account” shall be established for the Participant. Furthermore, if a Participant re-enters the Plan subsequent to a “Forfeiture Break in Service” (as defined in Section 4.02), a separate Account shall be maintained for the Participant’s pre-Forfeiture Break in Service Account and a separate Account for his post-Forfeiture Break in Service Account, unless the Participant’s entire Account under the Plan is 100% Nonforfeitable. Allocations shall be made to the Accounts of the Participants in accordance with the provisions of Section 10.14. The Plan Administrator may direct the Trustee to maintain a temporary segregated investment Account in the name of a Participant to prevent a distortion of income, gain, or loss allocations under Section 10.14. The Plan Administrator shall ensure that records are maintained for all Account allocations and related recordkeeping activities.

     Section 3.02 PARTICIPANT CONTRIBUTIONS.

A. Elective Deferral Contributions.

1. Contribution Limits. For any Plan Year, each Participant may have allocated to his Account an amount of his Compensation for such Plan Year, which amount shall be a whole percentage, rounded to the nearest dollar, of not less than two percent but not more than the lesser of $13,000 ($15,500 in 2008) (or such larger dollar amount as the Commissioner of the Internal Revenue may prescribe in accordance with Code Section 402(g)(4)) or 50% of his Compensation for such Plan Year (as may be adjusted from time to time by the Committee). Such amount shall be known as the Participant’s “Elective Deferral Contributions.” Effective January 1, 2006, except for occasional, bona fide administrative considerations, Elective Deferral Contributions cannot be made before the earlier of (1) the performance of Services with respect to which the contributions are made; or (2) the date that the Compensation, which is subject to the Elective Deferral Contribution election, would be currently available to the Participant in the absence of the election. Notwithstanding any other provision hereunder, effective January 1, 2008, Elective Deferral Contributions may not be made from any element of Compensation that does not meet the requirements set forth in Section 1.14 and Code Section 415 and the Treasury Regulations issued thereunder.

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2. Amount of Elective Deferral Contribution. Effective January 1, 2009, a Participant’s Compensation for a Plan Year shall be reduced by: (i) the amount of the Elective Deferral Contributions affirmatively elected by the Participant for such Plan Year; or (ii) the amount of Elective Deferral Contributions made pursuant to Section 3.02.C.

B.

Catch-Up Contributions. Effective for contributions made on or after January 1, 2002, each Participant who is eligible to make Elective Deferral Contributions under this Plan and who has or will attain at least age 50 before the close of the Plan Year shall be eligible to defer an additional amount of his Compensation for such Plan Year (known as “Catch-up Contributions”), which such amount shall not exceed the dollar amount prescribed in Code Section 414(v) (e.g., $3,000 in 2004 and $5,000 in 2008). Such Catch-up Contributions shall be made in accordance with, and subject to the limitations of, Code Section 414(v) for that Plan Year. Such Catch-up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 401(k)(13), 410(b), or 416, as applicable, by permitting the making of such Catch-up Contributions.

C.

Automatic Election Contributions. Effective January 1, 2009, each Eligible Employee and Participant who has not affirmatively elected to make Elective Deferral Contributions under the Plan or affirmatively elected to make no Elective Deferral Contributions under the Plan shall automatically begin making Elective Deferral Contributions to the Plan at the “qualified percentage” (described below) of Compensation on the later of January 1, 2009 or on the date he becomes a Participant. Subject to the limits set forth in Section 3.02.A.1. and Appendix F, such Eligible Employees and Participants will be deemed to have elected to defer 3% (referred to herein as the “qualified percentage”) of their Compensation under the Plan on a pre-tax basis for each payroll period during the 2009 Plan Years unless and until they affirmative elect otherwise by filing a written election with the Plan Administrator (or complying with such other reasonable election procedures as the Plan Administrator may implement) or cease to be Eligible Employees. The qualified percentage for Participants who have been automatically enrolled in the Plan and have not otherwise made an affirmative election with respect to their Elective Deferral Contribution percentage (including an election not to make Elective Deferral Contributions) shall increase by 1% for each of the next three Plan Years (i.e., up to 6%). The Elective Deferral Contributions made pursuant to Article III, along with the Safe Harbor Matching Contributions made pursuant to Section 3.05.B., are intended to satisfy the requirements to be a qualified automatic contribution arrangement within the meaning of Code Section 401(k)(13) and the Treasury Regulations and other guidance issued thereunder.

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D. Roth Elective Deferral Contributions.

1.	General Application. Effective as of January 1, 2006, the Plan will accept Roth Elective Deferral Contributions made on behalf of the Participants. A Participant’s Roth Elective Deferral Contributions shall be allocated to a separate account maintained for such contributions as described in Section 3.02.D.2. Unless specifically stated otherwise, Roth Elective Deferral Contributions shall be treated Elective Deferral Contributions for all purposes under the Plan.
2.	Separate Accounting. Contributions and withdrawals of Roth Elective Deferral Contributions shall be credited and debited to the Roth Elective Deferral Contribution Account maintained for each Participant. The Plan shall maintain a record of the amount of Roth Elective Deferral Contributions in each Participant’s Account. Gains, losses and other credits or charges must be separately allocated on a reasonable and consistent basis to each Participant’s Roth Elective Deferral Contribution Account and the Participant’s other Accounts under the Plan. No contributions other than Roth Elective Deferral Contributions and properly attributable earnings will be credited to each Participant’s Roth Elective Deferral Contribution Account.
3.	Direct Rollovers. Notwithstanding Section 3.14 of the Plan, a direct rollover of a distribution from a Participant’s Roth Elective Deferral Contribution Account under the Plan will only be made to another Roth elective deferral contribution account under an applicable retirement plan described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to the extent the rollover is permitted under the rules of Code Section 402(c). Notwithstanding Section 3.14 of the Plan, the Plan shall accept a Rollover Contribution to a Participant’s Roth Elective Deferral Contribution Account only if it is a direct rollover from another Roth elective deferral contribution account under an applicable retirement plan described in Code Section 402A(e)(1) and only to the extent the rollover is permitted under the rules of Code Section 402(c). Eligible rollover distributions from a Participant’s Roth Elective Deferral Contribution Account shall be taken into account in determining whether the Participant’s vested Account under the Plan exceeds $1,000 for purposes of Section 5.02 of the Plan.
4.	Correction of Excess Contributions. In the case of a distribution of Excess Contributions, a Highly Compensated Employee may designate the extent to which the excess amount is composed of pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions but only to the extent such types of contributions were made for the Plan Year. If the Highly Compensated Employee does not designate which type of Elective Deferral Contributions are to be distributed, the Plan will distribute pre-tax Elective Deferral Contributions first.

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     Section 3.03 CHANGES AND SUSPENSIONS OF ELECTIVE DEFERRAL CONTRIBUTIONS, CATCH-UP CONTRIBUTIONS AND/OR ROTH ELECTIVE DEFERRAL CONTRIBUTIONS. A Participant may change the rate of Elective Deferral Contributions, Catch-Up Contributions and/or Roth Elective Deferral Contributions to his Account at any time during each Plan Year, effective for the first payroll period for which it is administratively feasible to change the rate of such Participant’s Elective Deferral Contributions, Catch-Up Contributions and/or Roth Elective Deferral Contributions, by communicating such rate change in accordance with uniform rules and procedures established by the Plan Administrator regarding the timing and manner of making such elections. In addition, a Participant may at any time elect to suspend all contributions to his Account, effective for the first payroll period for which it is administratively feasible to stop such Participant’s Elective Deferral Contributions, Catch-Up Contributions and/or Roth Elective Deferral Contributions, by giving advance notice in any manner specified by the Plan Administrator. An election to recommence contributions shall be effective for the first payroll period in which it is administratively feasible to begin deferral withholdings. All suspensions and recommencements of Elective Deferral Contributions, Catch-Up Contributions and/or Roth Elective Deferral Contributions shall be made in the manner and at the times specified in uniform rules and procedures established by the Plan Administrator, which rules and procedures may be changed from time to time.

     Section 3.04 REFUNDS OF DEFAULT ELECTIVE DEFERRAL CONTRIBUTIONS. A Participant who makes Elective Deferral Contributions to the Plan pursuant to Section 3.02.C. may elect to make a withdrawal of such Elective Deferral Contributions (and earnings attributable thereto). Such election must be made no later than 90 days after the date of the first default Elective Deferral Contribution under the Plan. For this purposes, the date of the first default Elective Deferral Contribution is the date that the Compensation that is subject to the default election would otherwise have been included in the Participant’s income. A Participant shall make an election under this Section 3.04 in accordance with uniform rules and procedures established by the Plan Administrator. The effective date of an election under this Section 3.04 shall be no later than the last day of the payroll period that begins after the date the Participant makes the election in accordance with uniform rules and procedures established by the Plan Administrator. The amount that shall be distributed under this Section 3.04 is equal to the amount of default Elective Deferral Contributions made under the Plan through the effective date of the election (adjusted for allocable gains and losses to the date of distribution). In addition, the amount distributed to the Participant under this Section 3.04 may be reduced by any fees generally applicable to distributions. Further, any Matching Contributions made with respect to Elective Deferral Contributions distributed to a Participant pursuant to this Section 3.04 shall be forfeited. A distribution may be made under this Section 3.04 without regard to any notice or consent otherwise required by Code Sections 401(a)(11) or 417.

     Section 3.05 MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS.

A. Non-Safe Harbor Matching Contributions. For Plan Years beginning prior to January 1, 2009, and for Plan Years beginning on and after January 1, 2009 with respect to any Employer that is designated by the Committee as a separate line of business and authorized by the Committee to make a Matching Contribution that is different than the Matching Contribution set forth in Section 3.05.B., an Employer may contribute to the Account of each eligible Participant employed by it “Non-Safe Harbor Matching Contributions” in an amount determined by the Employer from time to time in its discretion, subject to the approval of the Committee. The Non-Safe Harbor Matching Contributions shall be made from an Employer’s

25

Net Profit in accordance with Appendix D, in an amount (when added to forfeitures of Matching Contributions that are reallocated pursuant to Appendix F.05) that does not exceed:

1.	a percentage, elected by each Employer, of such Participant’s Elective Deferral Contributions made under Section 3.02 (as set forth in Appendix D), minus
2.	the fair market value of ESOP Stock allocated to the Accounts of such Participants under Section 3.17 (Matching Contributions-ESOP Stock Allocation).

	The discretionary Non-Safe Harbor Matching Contribution amounts or rates of contribution in any year may vary, in the Employer’s discretion and among Employers or divisions, subject to the approval of the Committee, and the discretionary amounts so contributed shall be allocated among the eligible Participants of such Employers or divisions. However, the rate of the Non-Safe Harbor Matching Contribution shall not increase as the rate of a Participant’s Elective Deferral Contributions increase. Further, the Non-Safe Harbor Matching Contributions made for any eligible Highly Compensated Employee at any rate of Elective Deferral Contributions cannot be greater than that for any eligible Non-highly Compensated Employee who makes Elective Deferral Contributions at the same rate. Whenever different levels of Non-Safe Harbor Matching Contributions are provided for the Plan Year on behalf of different Employers or divisions, the Plan Administrator shall notify the Trustee, in writing, of the amount of the contribution allocable to each group for allocation to the eligible Participants employed within each such group. Each level of Non-Safe Harbor Matching Contribution for a Plan Year is also required to satisfy Code Section 401(a)(4).
B.	Safe Harbor Matching Contributions. For Plan Years beginning on and after January 1, 2009, except any Employer that is designated by the Committee as a separate line of business and authorized by the Committee to make a different Matching Contribution, the Employer will contribute Safe Harbor Matching Contributions to the Account of each Participant employed by it in an amount equal to 100% of a Participant’s Elective Deferral Contributions up to 5% of the Participant’s Compensation. The Safe Harbor Matching Contributions made pursuant to this Section 3.05.B. are intended to satisfy the matching contribution requirement in Code Section 401(k)(13)(D) for the Plan to be a qualified automatic contribution arrangement.
C.	Additional Matching Contributions. With the prior approval of the Committee, for any Plan Year an Employer may elect to make Matching Contributions in addition to those described in Sections 3.05.A. or B. Matching Contributions made pursuant to this Section 3.05.C. are referred to as “Additional Matching Contributions.” In addition to any other limitations on Matching Contributions under the Plan, Employers making Safe Harbor Matching Contributions under Section 3.05.B. shall not make Additional Matching Contributions under this Section 3.05.C. in an amount which would cause the Plan to fail to satisfy the requirements of

26

Code Section 401(m)(11). Pursuant to applicable Treasury Regulations, the limitation on a Matching Contribution made at such Employer’s discretion on behalf of a Participant is an amount which, in the aggregate, does not exceed 4% of the Participant’s Compensation. This limitation shall be observed only to the extent required by law to meet the requirements for the safe harbor under Code Section 401(m)(11).

D.	Except where the context indicates otherwise, Non-Safe Harbor Matching Contributions, Safe Harbor Matching Contributions, and Additional Matching Contributions shall be referred to in the Plan collectively as “Matching Contributions.”
E.	Qualified Matching Contributions. If the Employer so elects, the Employer may also make Matching Contributions to the Plan that are “Qualified Matching Contributions.” Qualified Matching Contributions shall mean Matching Contributions that are at all times Nonforfeitable and subject to the distribution requirements of Section 401(k) of the Code when made to the Plan. Additional contributions subject to these rules may be made by the Employer, or some of all of the existing Matching Contributions can be designated as fully vested and subject to the distribution restrictions in order to satisfy these rules. Furthermore, the election to make any Qualified Matching Contributions may also vary among the Employers or divisions of the Employer.
	A Participating Employer may make a Qualified Matching Contribution that is taken into account for purposes of the Actual Deferral Percentage test only to the extent the Qualified Matching Contribution is a Matching Contribution that is not precluded from being taken into account under the Actual Contribution Percentage test for the Plan Year under the rules of Treasury Regulations Section 1.401(m)-2(a)(5)(ii). Further, Qualified Matching Contributions cannot be taken into account for purposes of the Actual Deferral Percentage test to the extent such contributions are taken into account for purposes of satisfying any other actual deferral percentage test, any actual contribution percentage test, or the requirements of Treasury Regulations Sections 1.401(k)-3, 1.401(m)-3 or 1.401(k)-4. In addition, a Qualified Matching Contribution that is taken into account for purposes of the Actual Deferral Percentage test may not be taken into account for purposes of the Actual Contribution Percentage test.
F.	Additional Provisions Regarding Matching Contributions.

1. An Employer may make a Matching Contribution on behalf of another Employer in any case where the latter is prevented from making such contribution because its Net Profit is insufficient to allow it to make such contribution. In addition, the Employers shall contribute for each Plan Year an amount sufficient to discharge all indebtedness due during such Plan Year with respect to all ESOP Loans. The Employers shall designate the ESOP Loan to which a contribution is to be applied, and the

27

Trustee shall apply such contribution to the ESOP Loan so designated.

2.

Except for forfeitures, released ESOP shares and occasional bona fide administrative considerations, an Employer contribution is not a Matching Contribution made on account of a Elective Deferral Contribution if it is contributed before the Elective Deferral Contribution election is made or before the performance of Services with respect to which the Elective Deferral Contribution is made (or when the cash that is subject to the Elective Deferral Contribution election would be currently available, if earlier).

3.

The Employer shall not make a Matching Contribution to the Trust for any Participant to the extent that the contribution would exceed the Participant’s “Maximum Permissible Amount” as described in Appendix F.

     Section 3.06 MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT. Only Participants who have made Elective Deferral Contributions during the Plan Year shall be eligible to share in the allocation of Matching Contributions as set forth in Section 3.05. Catch-Up Contributions under this Plan are eligible for Matching Contributions. In all cases, the allocation of Matching Contributions or Qualified Matching Contributions shall be based on the amount or rate established in advance for such contributions relative to the Elective Deferral Contributions being matched. Although Matching Contributions may be contributed periodically throughout the Plan Year, the allocation applicable to any Participant shall be adjusted as necessary to attain the appropriate allocation rate for the Plan Year as a whole. No Matching Contributions shall be made, however, with respect to “Excess Compensation Deferrals.”

     Matching Contributions shall become Nonforfeitable in accordance with Section 4.01 of the Plan. In any event, Matching Contributions shall be fully vested and Nonforfeitable upon attainment of Normal Retirement Age, death or Disability while still actively employed, upon the complete or partial termination of the Plan, or upon the complete discontinuance of Employer contributions. Forfeitures of Matching Contributions, other than Excess Aggregate Contributions, shall be made in accordance with Section 4.03 of the Plan.

     Section 3.07 PROFIT SHARING CONTRIBUTIONS. For each Plan Year, each Employer may contribute to the Trust such portion, if any, of the Employer’s Net Profit for its taxable year ending with or within such Plan Year as the board of directors (or other governing body) of the Employer may determine. Any contributions made pursuant to this Section 3.07 is referred to as a “Profit Sharing Contributions.” The Employer shall not make a Profit Sharing Contribution to the Trust for any taxable year to the extent the contribution would exceed the maximum deduction limitations under Code Section 404 or fail to satisfy the requirements of Code Sections 401(a)(4) or 410(b). All Profit Sharing Contributions are conditioned on their deductibility under the Code. In addition, a Profit Sharing Contribution allocated.

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     Section 3.08 PROFIT SHARING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT.

A.

Method of Allocation. An Employer’s Profit Sharing Contributions, if any, for a Plan Year (plus amounts forfeited from Participants’ Profit Sharing Contribution Accounts under Section 3.13) shall be allocated to each eligible Participant who is employed by that Employer in accordance with Appendix D; provided, however, that the allocation to each eligible Participant shall be in the proportion that each such eligible Participant’s Compensation bears to the total Compensation of all eligible Participants who are employed by that Employer.

B.

Accrual of Benefit. The Plan Administrator shall determine the accrual of a Participant’s benefit on the basis of the Plan Year. In allocating any Profit Sharing Contributions to a Participant’s Account, the Plan Administrator, subject to Section 11.01, shall take into account only Compensation paid to the Employee during the portion of the Plan Year during which the Employee was a Participant. Notwithstanding any other provision to the contrary, a Profit Sharing Contribution shall not be allocated to a Participant’s Account to the extent the contribution would exceed the Participant’s “Maximum Permissible Amount” under Appendix F, Section F.07. of the Plan. If Participants must satisfy allocation requirements in order to receive an allocation of any Profit Sharing Contributions, such allocation requirements shall not apply to Participants who experience a Severance from Employment during the applicable Plan Year after their Normal Retirement Date or due to death or Disability. If, in any given Plan Year, the Plan fails to satisfy the requirements of Code Section 410(b)(1), any Hours of Service requirement to receive an allocation of Profit Sharing Contributions shall be disregarded for that Plan Year with respect to the Participant(s) with the next highest number of Hours of Service and continuing with each Participant, one by one, until the Plan satisfies the requirements of Code Section 410(b)(1). If, after eliminating any Hours of Service allocation requirement for all Participants, the Plan still fails to satisfy the requirements of Code Section 410(b)(1), a last day of the Plan Year allocation requirement, if any, shall be eliminated with respect to the Participant(s) who incurred a Severance from Employment with the Employer latest in the Plan Year, and continuing with each Participant, one by one, until the Plan satisfies the requirements of Code Section 410(b)(1).

     Section 3.09 AFTER-TAX CONTRIBUTIONS. Participants shall not be permitted to make After-tax Contributions to the Plan after January 1, 1987.

     Section 3.10 QUALIFIED NON-ELECTIVE CONTRIBUTIONS. If it so elects, the Employer may make “Qualified Non-elective Contributions” under the Plan on behalf of all Participants or all Participants who are Non-highly Compensated Employees in order to satisfy either the Actual Deferral Percentage test or the Actual Contribution Percentage test. For purposes of this Article III, Qualified Non-elective Contributions shall mean contributions (other than Matching Contributions or Qualified Matching Contributions) made by the Employer and allocated to Participants’ Accounts that the Participants may not elect to receive in cash until distributed from the Plan; that are Nonforfeitable when made; and that are distributable only in accordance with the distribution provisions that are applicable to Elective Deferral Contributions and Qualified Matching Contributions. Qualified Non-elective Contributions shall be allocated to

29

Participants’ Accounts in the same proportion that each Participant’s Compensation for the Plan Year for which the Employer makes the contribution bears to the total Compensation of all Participants for the Plan Year (or of all Non-highly Compensated Participants, as applicable).

     Qualified Non-elective Contributions cannot be taken into account for purposes of the Actual Deferral Percentage test to the extent such contributions are taken into account for purposes of satisfying any other actual deferral percentage test, any actual contribution percentage test, or the requirements of Treasury Regulations Sections 1.401(k)-3, 1.401(m)-3 or 1.401(k)-4. If the Plan switches from the current Plan Year testing method to the prior Plan Year testing method Pursuant to Treasury Regulation Section 1.401(k)-2(c), the Qualified Non-elective Contributions that are taken into account under the current Plan Year testing method for a Plan Year may not be taken into account under the prior Plan Year testing method for the next Plan Year.

     Qualified Non-elective Contributions cannot be taken into account for purposes of the Actual Contribution Percentage test to the extent such contributions are taken into account for purposes of satisfying any other actual contribution percentage test, any actual deferral percentage test, or the requirements of Treasury Regulations Sections 1.401(k)-3, 1.401(m)-3 or 1.401(k)-4. If this Plan switches from the current Plan Year testing method to the prior Plan Year testing method pursuant to the Treasury Regulation Section 1.401(m)-2(c)(1). Qualified Non-elective Contributions that are taken into account under the current Plan Year testing method for a Plan Year may not be taken into account under the prior Plan Year testing method for the next Plan Year.

     Section 3.11 TIME OF PAYMENT OF CONTRIBUTION. The Employer may make its contribution for each Plan Year in one or more installments of cash or ESOP Stock without interest. The Employer must make its contribution that Participants have elected to defer under Section 3.02 in cash as soon as such amounts may reasonably be segregated from the Employer’s general assets, but in no event later than 15 business days after the end of the calendar month in which such amounts were withheld from the Participant’s Compensation, or such later time as may be permitted by regulations under ERISA and Section 401(k) of the Code. The Employer must make the balance, if any, of its contribution to the Trustee within the time prescribed (including extensions) for filing its tax return for the taxable year for which it claims a deduction for its contribution, in accordance with Code Section 404(a)(6).

     Section 3.12 FORM OF PAYMENT OF EMPLOYER CONTRIBUTIONS.

A. In General. Matching Contributions, Qualified Matching Contributions, Qualified Non-elective Contributions, and Profit Sharing Contributions made under the Plan shall be made in ESOP Stock, cash, or both; provided that contributions intended to satisfy an ESOP Loan shall not be made in ESOP Stock. Matching Contributions, Qualified Matching Contributions, Qualified Non-elective Contributions, and/or Profit Sharing Contributions not intended to satisfy an ESOP Loan shall promptly be invested in ESOP Stock. The value of each share contributed shall be the Stock’s closing price per share on the New York Stock Exchange for the last trading day immediately preceding the date the ESOP Stock is contributed to the Plan.

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B. Disposition of Contributions. ESOP Stock purchased under Section 5.08 shall be held in Trust, and when allocated in accordance with Section 3.16 shall remain so allocated to Participants’ Accounts until distributed in accordance with Article V or otherwise disposed of in accordance with the Plan and Trust.

     Section 3.13 ALLOCATION OF FORFEITURES. Subject to any restoration allocation required under Section 4.04 of the Plan, the Plan Administrator shall allocate and use the amount of a Participant’s benefit forfeited under the Plan to pay Plan expenses and reduce Matching Contributions and/or Profit Sharing Contributions. Such forfeitures, if any, shall be used to reduce the contributions of the Employer for whom the Participant was working when the Participant’s Severance from Employment which produced the forfeiture occurred. The Plan Administrator shall continue to hold the undistributed, nonvested portion of the benefit of a Participant who has incurred a Severance from Employment in his or her Account solely for his benefit until a forfeiture occurs at the time specified in Section 4.03 of the Plan.

     Section 3.14 ROLLOVER AND TRANSFER CONTRIBUTIONS. The Trustee is authorized to accept and hold as part of the Trust Fund assets transferred on behalf of a Participant (“Transfer Contributions”), provided that such transfer satisfied any procedures or other requirements established by the Plan Administrator. The Trustee shall also accept and hold as part of the Trust Fund assets transferred in connection with a merger or consolidation of another plan with or into the Plan pursuant to Section 13.06 hereof and as may be approved by the Plan Administrator. In addition, the Trustee shall also accept “rollover” amounts contributed directly by or on behalf of a Participant in accordance with procedures and rules established by the Plan Administrator in respect of a distribution made to or on behalf of such Participant from another plan pursuant to Section 13.06 hereof. The Plan shall accept such assets from all permissible sources including a qualified plan, an employee annuity, an annuity contract, an individual retirement account, an individual retirement annuity or an eligible governmental deferred compensation plan, including any after-tax contributions from such source. Subject to the approval of the Plan Administrator, rollover amounts may also include any outstanding participant loans from another plan qualified under either Code Section 401(a) or 403(a) rolled over to the Plan in kind, provided such other qualified plan permits rollover of loans in kind. All amounts so transferred to the Trust Fund shall be held in a segregated subaccount and shall be referred to as “Rollover Contributions.”

     Rollover Contributions must conform to rules and procedures established by the Plan Administrator including rules designed to assure the Plan Administrator that the funds so transferred qualify as a Rollover Contribution under the Code. An Eligible Employee, prior to satisfying the Plan’s eligibility conditions, may make Rollover Contributions and Transfer Contributions to the Trust to the same extent and in the same manner as a Participant. If an Eligible Employee makes a Rollover Contribution or Transfer Contribution to the Trust prior to satisfying the Plan’s eligibility conditions, the Plan Administrator and Trustee must treat the Eligible Employee as a Participant for all purposes of the Plan, except that the Eligible Employee is not a Participant for purposes of making Elective Deferral Contributions, Catch-up Contributions, or Roth Elective Deferral Contributions or receiving Matching Contributions, Profit Sharing Contributions, Qualified Matching Contributions, Qualified Non-elective Contributions, or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan. If the Eligible Employee has a Severance from Employment prior to becoming a Participant, the Participant’s Rollover Contribution Account and Transfer Contribution Account shall be distributed to him as if it were an Employer contribution Account.

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In the case of any rollover or transfer of assets to this Plan from a Keogh plan, the Plan Administrator shall maintain records which enable the Plan Administrator to identify which portion of the Rollover Account is comprised of Keogh plan amounts (and earnings thereon).

     Section 3.15 RETURN OF CONTRIBUTIONS. All contributions to the Plan are conditioned upon their deductibility under the Code. The Trustee, upon written request from the Employer, shall return to the Employer the amount of the Employer’s contribution made by the Employer by mistake of fact or the amount of the Employer’s contribution disallowed as a deduction under Code Section 404. The Trustee shall not return any portion of the Employer’s contribution under this provision more than one year after:

A.	The Employer made the contribution by mistake of fact; or
B.	The disallowance of the contribution as a deduction, and then, only to the extent of the disallowance.

     The Trustee shall not increase the amount of the Employer contribution returnable under this Section 3.15 for any earnings attributable to the contribution, but the Trustee shall decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable under ERISA.

     Section 3.16 RELEASE OF ESOP STOCK FOR ALLOCATION. As of each Valuation Date that ends a calendar quarter during which Matching Contributions or earnings on Matching Contributions are applied to satisfy a portion of the ESOP Loan, a certain number of shares or ESOP Stock held in the Unallocated Stock Account, calculated in accordance with Section 3.16.A.1. or Section 3.16.B., shall be released for allocation among Participants’ Accounts in accordance with Section 3.17.

A. If:

1.

The ESOP Loan provides for payments of principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for 10 years, and

2.

Interest included in any payment is disregarded in determining the portion of such payment constituting principal) only to the extent that it would be determined to be interest under standard loan amortization tables, then the number of shares released from the Unallocated Stock Account shall bear the same ratio to the number of shares attributable to the ESOP Loan that are then in the Unallocated Stock Account (prior to the release) as (1) the principal payments made on the ESOP Loan in the calendar quarter ending with such Valuation Date bear to (2) the quarter’s principal payments described in (1), plus the total remaining principal payments required (or projected to be required on the basis of the interest rate in effect at the end of such calendar quarter) to satisfy the ESOP Loan. If the ESOP Loan does not meet the requirements of the preceding sentence, or if, at any time, by reason of a renewal, extension or refinancing, the sum of the expired duration of the ESOP Loan, the renewal period, the

32

extension period, and the duration of the new ESOP Loan exceeds 10 years, then the number of shares released shall be determined in accordance with Section 3.16.B.

B.

Unless Section 3.16.A.1. applies, the number of shares released from the Unallocated Stock Account shall bear the same ratio to the number of shares attributable to the ESOP Loan that are then in the Unallocated Stock Account (prior to the release) as (1) the principal and interest payments made on the ESOP Loan in the calendar quarter ending with such Valuation Date bear to (2) the quarter’s payments described in (1), plus the total remaining principal and interest payments required (or projected to be required on the basis of the interest rate in effect at the end of such calendar) to satisfy the ESOP Loan.

C.

For purposes of this section, each ESOP Loan, the ESOP Stock purchased in connection with it, and any stock dividends on such ESOP Stock, shall be considered separately.

     Section 3.17 MATCHING CONTRIBUTIONS-ESOP STOCK ALLOCATIONS. As of a date determined by each Employer, the sum of:

A.	the ESOP Stock released from the Unallocated Stock Account for the calendar quarter ending on that Valuation Date, as determined in accordance with Section 3.16, plus
B.	any Matching Contributions, and any earnings, gains or losses thereon, for the then current Plan Year not designated to be applied against the ESOP Loan and not previously allocated, shall be allocated among the Accounts of eligible Participants in an amount not to exceed the percentage of Elective Deferral Contributions made under Section 3.02.

     Section 3.18 ALLOCATION OF EXCESS MATCHING CONTRIBUTIONS. If the fair market value of shares of ESOP Stock released from the Unallocated Stock Account under Section 3.16 exceeds the applicable Matching Contribution for the Plan Year, the excess shall, at the discretion of the Plan Administrator, be allocated:

A.	as a bonus Matching Contribution allocated as provided in Section 3.17 ratably to the Accounts of all Employees eligible to receive Matching Contributions, subject to the limitations on Additional Matching Contributions set forth in Section 3.05.C., or
B.	as a Profit Sharing Contribution allocated as provided in Section 3.07 to the Accounts of the class of Employees selected in the same manner as indicated in Section 3.05 for Qualified Matching Contributions.

     Section 3.19 UNALLOCATED ESOP STOCK ACCOUNT. The Plan Administrator shall maintain, or cause to be maintained, an Unallocated Stock Account. The Plan’s holdings of ESOP Stock that have been purchased on credit, whether or not the ESOP Stock is pledged as collateral, shall be segregated in the Unallocated Stock Account until payments on the corresponding ESOP Loan permit the release and allocation of the ESOP Stock to Participant Accounts in accordance with Sections 3.16, 3.17, and 3.18. Any dividends with respect to such

33

segregated ESOP Stock that are paid by the Company in the form of additional shares of ESOP Stock shall also be segregated in the Unallocated Stock Account and thereafter treated in the same manner as the underlying segregated ESOP Stock.

     Section 3.20 FURTHER REDUCTIONS OF CONTRIBUTIONS. In addition to the reductions and recharacterizations provided for under Appendix F, in any Plan Year in which the Committee deems it necessary to do so to meet the requirements of the Code and the Treasury Regulations thereunder, the Committee may further reduce the amount of Elective Deferral Contributions that may be made to a Participant’s Account, or refund such amounts previously contributed.

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ARTICLE IV
TERMINATION OF SERVICE; PARTICIPANT VESTING

     Section 4.01 VESTING.

A.	Vesting — In General. A Participant’s interest in his Elective Deferral Contribution Account, Catch-Up Contribution Account, Roth Elective Deferral Contribution Account, After-Tax Contribution Account, Rollover Contribution Account, Transfer Contribution Account, and his Qualified Matching Contribution Account, Qualified Non-elective Contribution Account, if any, and dividends paid on the Stock held in the portion of his Account that is invested in the ESOP Stock Fund, if any, shall at all times be fully vested and Nonforfeitable.
	Unless otherwise provided below, a Participant’s interest in his Non-Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, and Profit Sharing Contribution Account, shall vest as provided in Appendix D. A Participant’s interest in his Safe Harbor Matching Contribution Account shall be fully vested and Nonforfeitable after two (2) Years of Service. A Participant’s interest in his Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, and Profit Sharing Contribution Account shall be fully vested if, while employed by the Employer, he reaches his Normal Retirement Date, dies or sustains a Disability.
B.	Vesting — Special Rule with Respect to Techsonic Industries, Inc. Notwithstanding Section 4.01.A. above, any Participant who was actively employed by Techsonic Industries on May 5, 2004, shall have a 100% vested interest in his Matching Contributions; provided that such Participant shall have no vested interest in Matching Contributions that are attributable to Elective Deferral Contributions that are Excess Elective Deferrals or Excess Contributions.
C.	Vesting — Special Rule with Arrow International, Inc. Each person who was an active employee of Arrow or any of its Subsidiaries (as set forth in Section 3.01(b) of the Disclosure Letter to the Agreement and the Plan of Merger among Teleflex Incorporated, AM Sub Inc. and Arrow International, Inc.) immediately prior to October 1, 2007 shall receive full credit for purposes of vesting under the Plan for his most recent continuous period of service with Arrow or any of its subsidiaries, to the same extent recognized by Arrow or any of its Subsidiaries immediately prior to October 1, 2007, except to the extent such credit would result in duplication of benefits for the same period of service.

     Section 4.02 INCLUDED YEARS OF SERVICE — VESTING. For purposes of determining Years of Service under Section 4.01, the Plan shall take into account all Years of Service an Employee completes except any Year of Service after the Participant first incurs a “Forfeiture Break in Service.” The Participant incurs a Forfeiture Break in Service when he incurs five consecutive Breaks in Service. This exception excluding Years of Service after a Forfeiture Break in Service shall apply for the sole purpose of determining the Nonforfeitable

35

percentage of a Participant’s Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, and Profit Sharing Contribution Account that accrued for his benefit prior to the Forfeiture Break in Service.

     Section 4.03 FORFEITURE OCCURS. A Participant’s forfeiture, if any, of the nonvested portion his Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, and/or Profit Sharing Contribution Account shall occur under the Plan:

A.	As of the Accounting Date of the Plan Year in which the Participant first incurs a Break in Service, if the Participant’s Accounts are distributed at the time provided in Section 5.02 because he has not elected to defer receipt of his benefits or his benefits have been distributed pursuant to Section 5.02;
B.	As of the Accounting Date of the Plan Year in which the Participant first incurs a Forfeiture Break in Service, if the Participant elects to defer receipt of the Nonforfeiteable portion of his Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, and Profit Sharing Contribution Account pursuant to Section 5.02.D.; and
C.	As of the Accounting Date of the Plan Year in which the Participant first incurs a Break in Service, if the Participant does not have any vested interest in his Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, and/or Profit Sharing Contribution Account, if any, when he has a Severance from Employment.

     The Plan Administrator shall determine the percentage of a Participant’s Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, and/or Profit Sharing Contribution Account forfeiture, if any, under this Section 4.03 solely by reference to the vesting schedule of Section 4.01 or as provided in Appendix D, if applicable. A Participant shall not forfeit any portion of his Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, and/or Profit Sharing Contribution Account for any other reason or cause except as expressly provided by this Section 4.03.

     Section 4.04 RESTORATION OF FORFEITED PORTION OF ACCOUNT. If the nonvested portion of a Participant’s Account is forfeited under Section 4.03.A. and the Participant is re-employed as an Employee before he incurs a Forfeiture Break in Service, the Plan Administrator shall restore the portion of his Account attributable to Non-Safe Harbor Matching Contributions, Safe Harbor Matching Contributions, Additional Matching Contributions, and/or Profit Sharing Contributions that was forfeited to the same dollar amount as the dollar amount of such portion of his Account on the Accounting Date on which the forfeiture occurred, unadjusted for any gains or losses occurring subsequent to that Accounting Date. The Plan Administrator shall restore the Participant’s Account as of the Plan Year Accounting Date coincident with or immediately following the Employee’s re-employment. To restore the Participant’s Account, the Plan Administrator, to the extent necessary, shall allocate to the Participant’s Account:

36

A.	First, the amount, if any, of Participant forfeitures the Plan Administrator would otherwise allocate under Section 3.13; and
B.	Second, the Profit Sharing Contribution and/or Matching Contribution, if any, for the Plan Year to the extent made under a discretionary formula.

     To the extent the amount(s) available for restoration for a particular Plan Year are insufficient to enable the Plan Administrator to make the required restoration, the Employer shall contribute, without regard to any requirement or condition of Sections 3.06 and 3.08, such additional amount as is necessary to enable the Plan Administrator to make the required restoration. If, for a particular Plan Year, the Plan Administrator must restore the Account of more than one re-employed Participant, then the Plan Administrator shall make the restoration allocation(s) to each such Participant’s Account in the same proportion that a Participant’s restored amount for the Plan Year bears to the restored amount for the Plan Year of all re-employed Participants. The Plan Administrator shall not take into account the allocation(s) under this Section 4.04 in applying the limitation on allocations described in Appendix F.

     Notwithstanding the foregoing, the provisions of this Section 4.04 shall not apply to reinstate any amounts which were forfeited prior to January 1, 2004 without the possibility of reinstatement upon reemployment.

     Section 4.05 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS. For purposes of vesting, in the case of an Employee who transfers between Employers with different vesting schedules, the Employee’s Nonforfeitable percentage shall be determined in accordance with the vesting schedule applicable to the Employer at which the Employee first commenced employment. Notwithstanding the foregoing, if the vesting schedule at the Employer to which the Employee is transferred is more advantageous in all respects than the Employee’s vesting schedule at his original Employer, such Employee’s Nonforfeitable percentage shall be determined in accordance with the vesting schedule of the subsequent Employer. If the vesting schedule may be more advantageous depending on an Employee’s Years of Service and the Employee has performed three or more Years of Service for an Employer at the time of the transfer, the Employee may elect between the vesting schedule of his prior Employer and his current Employer in accordance with the procedures set forth in Section 13.03.

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ARTICLE V
TIME AND METHOD OF PAYMENT OF BENEFITS

     Section 5.01 RETIREMENT. Upon a Participant’s Severance from Employment for any reason after his Normal Retirement Date, the Participant (or his or her Beneficiary if the Participant is deceased) shall be entitled to payment of his or her Account in accordance with the provisions of this Article V, as soon as administratively practicable after the Participant’s Severance from Employment or the date the Participant files an application for distribution, whichever is later. The form of payment shall be the same as for other Severance from Employment distributions, as set forth in Sections 5.02, 5.03 and 5.07 of the Plan. A Participant who remains in the employ of the Employer after his Normal Retirement Date shall continue to participate in Employer contributions.

     Section 5.02 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT PRIOR TO NORMAL RETIREMENT DATE. Upon a Participant’s Severance from Employment prior to his Normal Retirement Date (for any reason other than death), payment shall commence to the Participant of the value of his Nonforfeitable Account balance as provided in this Section 5.02. The following rules and definitions shall apply to any such distribution:

A.	“Cash-out Distribution.” A Cash-out Distribution is a lump sum distribution of the Participant’s Nonforfeitable Account balance.
B.	Consent. The Participant must consent in writing to a distribution (including the form of the distribution) if: (i) the Participant’s Nonforfeitable Account balance on the date the distribution commences exceeds $1,000 ($5,000 prior to March 28, 2005), and (ii) the Plan Administrator directs the Trustee to make a distribution to the Participant prior to the later of his Normal Retirement Date or his attaining age 62. Furthermore, the Participant’s Spouse must consent in writing to the distribution if the Participant’s Nonforfeitable Account Balance on the date the distribution commences exceeds $5,000.
C.	Time of Distribution of Account Balance. Upon a Participant’s Severance from Employment, other than for death, before his Normal Retirement Date, the Participant’s Account balance shall be distributed as follows:

1. If the Participant’s Nonforfeitable Account balance on the date the distribution commences is $1,000 or less ($5,000 or less prior to March 28, 2005), and the Participant does not elect to have such Account paid to an “eligible retirement plan,” the Trustee shall pay such Nonforfeitable Account balance to the Participant in the form of a single, lump sum Cash-out Distribution as soon as administratively practicable after the Participant’s Severance from Employment. With respect to distributions on or after March 28, 2005, for purposes of determining whether such payment may be made, the value of the Account shall be determined by including that portion of the Account that is attributable to Rollover Contributions. With respect to distributions made prior to March 28, 2005, for purposes of determining whether such payment may be made, the value of the Account shall be determined without regard to that portion of the Account that is attributable to Rollover Contributions. If the Participant does not have a Nonforfeitable

38

interest in his Account, he shall be deemed to have received a distribution of his entire vested Account.

2.

Effective for distributions on or after March 28, 2005, if the Participant’s Nonforfeitable Account balance on the date the distribution commences is greater than $1,000 and does not exceed $5,000 and the Participant does not affirmatively elect to have such Nonforfeitable Account balance paid directly to him or to an “eligible retirement plan,” his benefit shall be paid directly to an individual retirement account (“IRA”) established for the Participant pursuant to a written agreement between the Committee and the provider of the IRA that meets the requirements of Section 401(a)(31) of the Code and the regulations thereunder. For purposes of determining whether such payment may be made, the value of such Account shall be determined by including that portion of the Account that is attributable to Rollover Contributions. The Plan Administrator shall establish and maintain procedures to inform each Participant to whom this section applies of the nature and operation of the IRA and the Participant’s investments therein, the fees and expenses associated with the operation of the IRA, and the terms of the written agreement establishing such IRA on behalf of the Participant.

3.

If the value of the Participant’s Nonforfeitable Account balance is more than $5,000 as of the date of any distribution, payment to such Participant shall not be made unless the Participant consents in writing to the distribution. Consent to such distribution shall not be valid unless the Participant is informed of his right to defer receipt of the distribution. The Trustee shall be authorized to charge a reasonable fee for maintaining such Accounts. A Participant entitled to a benefit of more than $5,000 may elect to defer payment of all or any part of that benefit until his Normal Retirement Date, or if earlier, such time as the Participant requests payment in writing.

D. Deferral of Distribution of Account Balance until Normal Retirement Date. If the Participant (and, if applicable, the Participant’s Spouse) does not file his written consent (if required) with the Trustee within the reasonable period of time stated in the consent form, the Trustee shall continue to hold the Participant’s Account in trust until the close of the Plan Year in which the Participant’s Normal Retirement Date occurs. At that time, the Trustee shall commence payment of the Participant’s Nonforfeitable value of his Account in accordance with the provisions of this Article V; provided, however, if the Participant dies after his Severance from Employment but prior to his Normal Retirement Date, the Plan Administrator, upon notice of the death, shall direct the Trustee to commence payment of the Participant’s Nonforfeitable value of his Account to his Beneficiary in accordance with the provisions of Sections 5.03 and 5.09.

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A Participant who has elected to delay receiving a distribution of his Account may elect to receive a distribution of his Nonforfeitable Account balance as soon as administratively practicable by properly completing the appropriate distribution election forms or procedures. If no such election is made, the Participant’s Nonforfeitable Account balance shall be paid as provided in Section 5.01.

     Section 5.03 DISTRIBUTIONS UPON DEATH. Upon the death of the Participant, the Participant’s Nonforfeitable Account balance shall be paid in accordance with Code Section 401(a)(9), including the Treasury Regulations issued thereunder, Section 5.09, and this Section 5.03. Except as otherwise set forth in an Appendix hereto, the Participant’s Nonforfeitable Account balance shall be distributed in a lump sum distribution to the Participant’s Beneficiary as soon as administratively practicable after notification of the Participant’s death. However, if the Participant’s Nonforfeitable Account balance at the time of distribution exceeds $5,000, the Account shall not be distributed to the Participant’s Beneficiary prior to the later of the Participant’s Normal Retirement Date or the date the Participant would have attained age 62 without the written consent of the Beneficiary if the Beneficiary is the Participant’s surviving Spouse. If the Beneficiary is not the Participant’s surviving Spouse, the Beneficiary must elect to have distribution of the entire amount payable completed on or before the last day of the calendar year that contains the fifth anniversary of the date of the Participant’s death.

     Section 5.04 DESIGNATION OF BENEFICIARY. A Participant may, from time to time, designate in writing a Beneficiary or Beneficiaries, contingently or successively, to whom his Nonforfeitable Account shall be paid in the event of his death. A Participant’s Beneficiary designation shall not be valid unless the Participant’s Spouse consents (in accordance with the requirements of Code Section 417) to the Beneficiary designation or to any change in the Beneficiary designation. A Participant’s Beneficiary designation does not require spousal consent if the Participant’s Spouse is the Participant’s designated Beneficiary. The Plan Administrator shall prescribe the form for the written designation of Beneficiary and, upon the Participant’s filing the form with the Plan Administrator and the Plan Administrator’s receipt of the form prior to the Participant’s death, the Participant shall effectively revoke all designations filed prior to that date by the same Participant. The entry of a decree of divorce shall not automatically revoke a prior written election of a Participant naming such divorced Spouse as a Beneficiary. Except as provided to the contrary under a qualified domestic relations order: (i) a Participant may, subsequent to a divorce, designate someone other than his or her former Spouse as Beneficiary; and (ii) if a divorced Participant remarries, the new Spouse shall have all of the rights of a Spouse as set forth herein and any prior written Beneficiary designation by the Participant shall be automatically revoked and subject to the rights of the subsequent Spouse. If more than one person is designated as a Beneficiary, each shall have an equal share unless the designation directs otherwise. Any designation, change or revocation by a Participant shall be effective only if it is received by the Plan Administrator before the death of such Participant.

     Section 5.05 FAILURE OF BENEFICIARY DESIGNATION. If a Participant fails to name a Beneficiary in accordance with Section 5.04 of the Plan, or if the Beneficiary named by a Participant predeceases him, then the Participant’s Account shall be paid in a single lump sum to the Participant’s surviving Spouse, if any, and if there is no surviving Spouse, to the Participant’s estate.

40

If the Beneficiary survives the Participant but dies before complete distribution of the Participant’s Account, the remaining portion of the Participant’s Account shall be paid in a lump sum to any contingent Beneficiaries named by the Participant or, if there are none, to the legal representative of the estate of such deceased Beneficiary. The Administrator shall determine the method and to whom payment shall be made under this Section 5.05.

     Section 5.06 OTHER RULES GOVERNING THE TIME OF PAYMENT OF BENEFITS.

A. Minimum Legal Distribution Requirements. Unless the Participant elects otherwise in writing, distribution of a Participant’s Nonforfeitable Account balance shall be made not later than 60 days after the close of the Plan Year in which the later of the following events occurs:

1.	The date the Participant reaches his Normal Retirement Date; or
2.	The date the Participant dies or otherwise has a Severance from Employment with the Employer.

In no event shall distributions commence nor shall the Participant elect to have distribution commence later than the Required Beginning Date. Furthermore, once distributions have begun to a Five-percent Owner, they must continue to be distributed, even if the Participant ceases to be a Five-percent Owner in a subsequent year.

B.

In no event shall payment commence later than the time prescribed by this Article V or in a form not permitted under Article V. The Administrator shall make its determinations under this Article V in a nondiscriminatory, consistent and uniform manner. If the Administrator directs payment to commence to the Participant under this Article V, it shall provide the Participant (and, if applicable, the Participant’s Spouse) with the appropriate form to consent to the distribution direction, if required.

     Section 5.07 FORM OF BENEFIT PAYMENTS. Except as otherwise provided in an Appendix hereto, a Participant shall receive payment of his Nonforfeitable Account balance in a single lump sum.

A.	The portion of a Participant’s Account invested in an investment other than Stock or ESOP Stock shall be distributed in a single lump sum cash payment.
B.	Amounts invested in Stock and ESOP Stock shall be distributed as follows:

1.	If the value of a Participant’s vested Account (including amounts not invested in Stock and/or ESOP Stock) is $5,000 or less, and the Participant does not elect, pursuant to a procedure established by the Plan Administrator, to receive a distribution in Stock, such distribution shall be made in cash in accordance with Section 5.02.C.; and
2.	If the value of a Participant’s vested Account (including amounts not invested in Stock and/or ESOP Stock) is more than $5,000, distribution shall be made in either Stock or cash, as elected by

41

the distribute pursuant to a procedure established by the Plan Administrator.

	Notwithstanding the foregoing, the right to elect a distribution in the form of Stock shall not apply to the portion of the Participant’s Account that he has elected to diversify pursuant to Section 9.10.
C.	If a distribute elects to receive a distribution in cash, the Trustee shall:

1.	buy for the Plan the distributee’s shares of Stock at the fair market value on the date they are to be delivered;
2.	sell such shares on a national securities exchange, or, if the shares are not listed on such an exchange, the over-the-counter market; or
3.	provide for the liquidation of the distributee’s shares using a combination of Sections 5.07.C.1 and 5.07.C.2.

D.	Before any distribution is made from a Participant’s Account pursuant to this Article V, any fractional share of Stock allocated to that Account shall be converted to cash on the basis of its pro rata share of the price of a whole share of Stock on the date of distribution.
E.	Any shares of Stock distributed pursuant to the terms of the Plan shall be subject to such restrictions on their subsequent transfer as shall be necessary or appropriate, in the opinion of counsel for the Company, to comply with applicable federal and state securities laws and may bear appropriate legends evidencing such restrictions.

     Section 5.08 OPTION TO HAVE COMPANY PURCHASE ESOP STOCK. Any Participant who receives ESOP Stock pursuant to Section 5.07.B., and any person who has received ESOP Stock from such a Participant by reason of the Participant’s death or incompetency, shall have the right to require the Company to purchase the ESOP Stock for its current fair market value (hereinafter referred to as the “put option”). The put option shall only apply if the Stock is not publicly traded when the ESOP Stock is distributed or if, when the ESOP Stock is distributed, it is subject to a restriction under federal or state securities laws or regulations or an agreement affecting the ESOP Stock that would make the ESOP Stock not as freely tradable as a security not subject to such restriction. The put option shall be exercisable by written notice to the Committee during the 15 months after the ESOP Stock is distributed by the Plan. If the put option is exercised, the Trustee may, in the Trustee’s sole discretion, assume the Company’s rights and obligations with respect to purchasing the ESOP Stock. The Company, or the Trustee if applicable, may elect to pay for the ESOP Stock in equal periodic installments (not less frequent than annually) over a period not longer than five years from the date the put option is exercised, with interest at a reasonable rate, all such terms to be set forth in a promissory note delivered to the seller with usual business terms as to acceleration upon any uncured default. With the seller’s consent, the installment period may be extended to the earlier of 10 years from the exercise of the put option or the date on which the ESOP Loans related to the ESOP Stock have been satisfied, if that is longer than five years, provided the purchaser furnishes adequate security in addition to the purchaser’s promissory note. Nothing contained herein shall be deemed to obligate the Company to register any ESOP Stock under any federal or state securities law or to create a public market to facilitate transferability of ESOP Stock. The put option herein described may only be exercised by a person described in

42

the first sentence of this Section 5.08 and may not be transferred either separately or together with any ESOP Stock to any other person. The put option shall continue in effect to the extent provided herein in the event that the Plan ceases to have a qualified employee stock ownership plan feature.

     Section 5.09 MINIMUM DISTRIBUTION REQUIREMENTS. The Participant’s Nonforfeitable Account balance shall be distributed, as of the Required Beginning Date, in accordance with the minimum distribution requirements established by Code Section 401(a)(9) and the applicable Treasury Regulations thereunder.

A.

Application of Law. With respect to distributions under the Plan made in calendar years beginning before January 1, 2002, the Plan applied the minimum distributions requirements of Code Section 401(a)(9) in accordance with the Treasury Regulations under Code Section 401(a)(9) that were proposed in 1987 (to the extent those proposed Treasury Regulations were not inconsistent with the changes made by the Small Business Job Protection Act of 1996) and/or the Treasury Regulations under Code Section 401(a)(9) that were proposed in January of 2001, as set forth in a prior restated document for the Plan. Effective for calendar years beginning on or after January 1, 2003, the Plan shall apply the provisions of this Section 5.09 for purposes of determining the required minimum distributions.

B.

Definitions. For purposes of this Section 5.09, the following definitions shall apply:

1.	“Designated Beneficiary” is the individual who is designated as the Beneficiary under Plan Section 1.07 and is the Designated Beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4 of the Treasury Regulations.
2.	“Distribution Calendar Year” is a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which the distributions are required to begin under Section 5.09.B.2. The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.
3.	“Life Expectancy” is a beneficiary’s life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.
4.	“RMD Account Balance” is the account balance as of the last valuation date in the calendar year immediately preceding the

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Distribution Calendar Year (the “Valuation Calendar Year”) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the Valuation Calendar Year after the valuation date and decreased by distributions made in the Valuation Calendar Year after the valuation date. The account balance for the Valuation Calendar Year includes any amounts rolled over or transferred to the Plan either in the Valuation Calendar Year or in the Distribution Calendar Year if distributed or transferred in the Valuation Calendar Year.

5.

“Special Election” is a provision of the Plan included in this Section which supersedes the general presumptions set forth in Code Section 401(a)(9) and the Treasury Regulations thereunder. To the extent that this Section does not include any provisions for Special Elections, the default provisions of Code Section 401(a)(9), as set forth below shall apply.

C. Time and Manner of Distribution. Subject to any Special Election set forth in this Section 5.09, the following rules shall apply:

1.	Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.
2.	Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(a)	If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, then, except as provided herein, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 701/2, if later.
(b)	If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, then, except as provided herein, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.
(c)	If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
(d)	If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Section 5.09.C, other than Section

44

5.09.C.2.(a), will apply as if the surviving Spouse were the Participant.

For purposes of this Section 5.09.C.2. and Sections 5.09.E., unless subsection (d) above applies, distributions are considered to begin on the Participant’s Required Beginning Date. If subsection (d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under subsection (a), above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under subsection (a)), the date distributions are considered to begin is the date distributions actually commence.

3.

Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections 5.09.D. and 5.09.E. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with Code Section 401(a)(9) and the Treasury Regulations.

D. Required Minimum Distributions During Participant’s Lifetime. Subject to any Special Election set forth in this Section 5.09, the following rules shall apply:

1. Amount of Required Minimum Distributions for Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(a)

the quotient obtained by dividing the RMD Account Balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or

(b)

if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s Spouse, the quotient obtained by dividing the RMD Account Balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using the Participant’s and the Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the Distribution Calendar Year.

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2. Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

E. Required Minimum Distributions After Participant’s Death. Subject to any Special Election set forth in this Section 5.09, the following rules shall apply:

1. Death On or After Date Distributions Begin.

(a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the RMD Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:

(1)	The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
(2)	If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining Life Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.
(3)	If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

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(b) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the RMD Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

2. Death Before Date Distributions Begin.

(a)	Participant Survived by Designated Beneficiary. Except as provided herein, if the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s RMD Account Balance by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in Subsection 5.09.E.1.
(b)	No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
(c)	Death of Surviving Spouse Before Distributions to Surviving Spouse are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to being to the surviving Spouse under Section 5.09.C.2.(a), this Section will apply as if the surviving Spouse were the Participant.

F. General Rules.

1.	Precedence. If any payment under the terms of the Plan would violate the requirements of this Section 5.09, this Section 5.09 will supersede such contrary provisions of the Plan.
2.	Requirements of Treasury Regulations Incorporated. All distributions required under this Section 5.09 will be determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9).
3.	TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 5.09, distributions may be made under a

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designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to TEFRA Section 242(b)(2).

G. Special Election: APPLICATION OF THE 5-YEAR RULE TO DISTRIBUTIONS TO DESIGNATED BENEFICIARIES. IF THE PARTICIPANT DIES BEFORE DISTRIBUTIONS BEGIN AND THERE IS A DESIGNATED BENEFICIARY, DISTRIBUTION TO THE DESIGNATED BENEFICIARY IS NOT REQUIRED TO BEGIN BY THE DATE SPECIFIED IN PLAN SECTION 6.09.C.2., BUT THE PARTICIPANT’S ENTIRE INTEREST WILL BE DISTRIBUTED TO THE DESIGNATED BENEFICIARY BY DECEMBER 31 OF THE CALENDAR YEAR CONTAINING THE FIFTH ANNIVERSARY OF THE PARTICIPANT’S DEATH. IF THE PARTICIPANT’S SURVIVING SPOUSE IS THE PARTICIPANT’S SOLE DESIGNATED BENEFICIARY AND THE SURVIVING SPOUSE DIES AFTER THE PARTICIPANT BUT BEFORE DISTRIBUTIONS TO EITHER THE PARTICIPANT OR THE SURVIVING SPOUSE BEGIN, THIS PARAGRAPH WILL APPLY AS IF THE Surviving Spouse were the Participant. This paragraph shall apply to all distributions.

     Section 5.10 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE-TO-TRUSTEE TRANSFER FROM THE INMED CORPORATION EMPLOYEE SAVINGS/RETIREMENT INCOME PLAN. Notwithstanding any other provision of the Plan, any amounts attributable to amounts transferred from the Inmed Corporation Employee Savings/Retirement Income Plan to this Plan on or after September 1, 1990 shall be distributed in accordance with the provisions of the Inmed Corporation Employee Savings/Retirement Income Plan as in effect on such date, as set forth in Appendix A, attached hereto and made a part hereof, but only to the extent the distribution provisions of that plan are inconsistent with the distribution provisions of this Plan.

     Section 5.11 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE-TO-TRUSTEE TRANSFER FROM THE MATTATUCK MANUFACTURING CO. & UAW LOCAL #1251 MONEY PURCHASE PLAN. Notwithstanding any other provision of the Plan, amounts attributable to amounts transferred from the Mattatuck Manufacturing Co. & UAW Local #1251 Money Purchase Plan to this Plan shall be distributed in accordance with the provisions of the Mattatuck Manufacturing Co. & UAW Local #1251 Money Purchase Plan as in effect on such date and as set forth in Appendix B, attached hereto and made a part hereof, but only to the extent the distribution provisions of that plan are inconsistent with the distribution provisions of this Plan.

     Section 5.12 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained in this Plan shall prevent the Trustee from complying with the provisions of a qualified domestic relations order (as defined in Code Section 414(p)). This Plan specifically permits distribution to an alternate payee under a qualified domestic relations order at any time, irrespective of whether the Participant has attained his earliest retirement age (as defined under Code Section 414(p)) under the Plan. A distribution to an alternate payee prior to the Participant’s attainment of the earliest retirement age is available only if the order specifies distribution at that time or permits an agreement between the Plan and the alternate payee to authorize such an earlier distribution. In addition, if the value of the alternate payee’s benefits

48

under the Plan exceeds $5,000 and the order requires, the alternate payee must consent to any distribution occurring prior to the Participant’s attainment of the earliest retirement age. Nothing in this Section gives a Participant the right to receive a distribution at a time not permitted under the Plan, nor does this Section 5.12 give the alternate payee the right to receive a form of payment not permitted under the Plan.

     The Plan Administrator shall establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Plan Administrator promptly shall notify the Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan’s procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Plan Administrator shall determine the qualified status of the order and shall notify the Participant and each alternate payee, in writing, of its determination. The Plan Administrator shall provide notice under this paragraph by mailing to the individual’s address specified in the domestic relations order, or in a manner consistent with Labor Regulations.

     If any portion of the Participant’s Nonforfeitable Account Balance is payable during the period the Plan Administrator is making its determination of the qualified status of the domestic relations order, the Trustee shall segregate the amounts payable in a separate account and invest the segregated account solely in fixed income investments or maintain a separate bookkeeping account of said amounts. If the Plan Administrator determines the order is a qualified domestic relations order within 18 months of the first date on which payments were due under the terms of the order, the Trustee shall distribute the separate account in accordance with the order. If the Plan Administrator does not make its determination of the qualified status of the order within the above-described 18-month period, the Trustee shall distribute the segregated account in the manner the Plan would distribute it if the order did not exist, and shall apply the order prospectively if the Plan Administrator later determines the order is a qualified domestic relations order.

     To the extent it is not inconsistent with the provisions of the qualified domestic relations order, the Trustee shall invest any partitioned amount in a segregated subaccount or separate account and invest the account in the money market investment option or in other fixed income investments. A segregated subaccount shall remain a part of the Trust, but it alone shall share in any income it earns, and it alone shall bear any expense or loss it incurs.

     The Trustee shall make any payment or distributions required under this Section by separate benefit checks or other separate distribution to the alternate payee(s).

     Section 5.13 LOST PARTICIPANT OR BENEFICIARY. If the Participant or Beneficiary to whom benefits are to be distributed cannot be located, the Plan Administrator shall make reasonable efforts to find such individual(s), such as (a) the sending of notification by certified or registered mail to his/her last known address; (b) contacting other designated Beneficiaries; or (c) using a letter-forwarding service. If, after reasonable effort, the Plan Administrator is still unable to locate such Participant or Beneficiary, the Participant’s Account shall be forfeited as allowed by Treasury Regulation Section 1.411(a)-4(b)(6). The amount of the forfeiture shall reduce Matching Contributions under Section 3.05 of the Plan and/or Profit Sharing Contributions under Section 3.07, as elected by the Employer. However, any such forfeited Account will be reinstated and become payable if a claim is made by the Participant or Beneficiary for such Account. The Plan Administrator shall prescribe uniform and non-discriminatory rules for carrying out this provision.

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     Section 5.14 FACILITY OF PAYMENT. If the Plan Administrator deems any person entitled to receive any amount under the provisions of this Plan to be incapable of receiving or disbursing the same by reason of minority, illness or infirmity, mental incompetency, or incapacity of any kind, the Plan Administrator may, in its discretion, take any one or more of the following actions:

A.	Apply such amount directly for the comfort, support and maintenance of such person;
B.	Reimburse any person for any such support theretofore supplied to the person entitled to receive any such payment; and
C.	Pay such amount to any person selected by the Plan Administrator to disburse it for such comfort, support and maintenance, including without limitation, any relative who has undertaken, wholly or partially, the expense of such person’s comfort, care and maintenance, or any institution in whose care or custody the person entitled to the amount may be. The Plan Administrator may, in its discretion, deposit any amount due to a minor to his or her credit in any savings or commercial bank of the Plan Administrator’s choice.

     Section 5.15 NO DISTRIBUTION PRIOR TO SEVERANCE FROM EMPLOYMENT, DEATH OR DISABILITY. Except as provided below, Elective Deferral Contributions, Catch-Up Contributions, Roth Elective Deferral Contributions, Matching Contributions, Qualified Non-elective Contributions, Qualified Matching Contributions, Profit Sharing Contributions, and income allocable to each, are not distributable to a Participant or his Beneficiary or Beneficiaries, in accordance with such Participant’s or Beneficiary’s election, earlier than upon Severance from Employment, death or Disability.

     Such amounts may also be distributed upon:

A.	Prior to January 1, 2006, the occurrence of an event described in Section 401(k)(10)(A) of the Code.
B.	Effective January 1, 2006, the occurrence of an event described in Section 401(k)(10)(A)(i) of the Code.
C.	The hardship of the Participant, as described in Section 6.01 herein.
D.	The attainment by the Participant of age 591/2, as described in Section 6.03 herein.
E.	A Participant’s Severance from Employment, death, or Disability.

     All distributions that may be made pursuant to one or more of the foregoing distributable events are subject to the spousal and Participant consent requirements (if applicable) contained in Sections 401(a)(11) and 417 of the Code.

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     Section 5.16 WRITTEN INSTRUCTION NOT REQUIRED. Any elections made or distributions processed under this Article V may be accomplished through telephonic or similar instructions in accordance with the rules and procedures established by the Plan Administrator, to the extent they are consistent with the requirements of the Code, Treasury Regulations, and ERISA. Notwithstanding the foregoing, however, except to the extent otherwise permitted in applicable Treasury Regulations, spousal consents and waivers, to the extent required or permitted hereunder, may only be granted in writing.

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ARTICLE VI
WITHDRAWALS, DIRECT ROLLOVERS AND WITHHOLDING, LOANS

     Section 6.01 HARDSHIP WITHDRAWALS. Upon the application of any Participant or Other Designee, the Plan Administrator, in accordance with a uniform, nondiscriminatory policy, may permit such Participant or Other Designee to withdraw all or a portion of the vested amounts then credited to his or her Elective Deferral Contribution Account and Catch-Up Contribution Account (excluding trust earnings credited thereto after December 31, 1988) if the withdrawal is necessary due to the immediate and heavy financial need of the Participant. .

A. Only distributions made pursuant to conditions arising under the following circumstances shall be conclusively considered to be made on account of immediate and heavy financial need:

1.	Alleviating extraordinary financial hardship arising from deductible medical expenses (within the meaning of Code Section 213(d) determined without regard to whether the expenses exceed 7.5% of adjusted gross income) previously incurred by the Participant or his or her Spouse, children or other dependents (as defined in Code Section 152, and for taxable years beginning on or after January 1, 2005, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) or, effective January 1, 2007, the Participant’s designated Beneficiary, necessary for those persons to obtain medical care described in Code Section 213(d) and not reimbursed or reimbursable by insurance;
2.	Purchasing real property (excluding mortgage payments) that is to serve as the principal residence of the Participant;
3.	Expenditures necessary to prevent eviction from the Participant’s principal residence or foreclosure of a mortgage on the same;
4.	Financing the tuition and related educational fees for up to the next twelve (12) months of post-secondary education for the Participant, his or her Spouse, his or her children or dependents (as defined in Code Section 152, and for taxable years beginning on or after January 1, 2005, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) or, effective January 1, 2007, the Participant’s designated Beneficiary;
5.	For Plan Years beginning on or after January 1, 2006, paying funeral or burial expenses incurred due to the death of the Participant’s parent, Spouse, children or dependents (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), or, effective January 1, 2007, the Participant’s designated Beneficiary;
6.	For Plan Years beginning on or after January 1, 2006, repairing the damage to a Participant’s principal residence where such expenses would qualify for the casualty deduction under Code Section 165 (without regard to the 10% adjusted gross income limitation); or
7.	Any other reason deemed to be an immediate and heavy financial need by the Secretary of the Treasury.

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B. A distribution will be considered to be necessary to satisfy an immediate and heavy financial need of the Participant only if:

1.	The Participant has obtained all distributions other than hardship distributions, and all nontaxable loans, currently available under all plans maintained by the Employer (effective January 1, 2006, including all qualified and nonqualified plans of deferred compensation and a cash or deferred arrangement that is part of a cafeteria plan under Code Section 125, but excluding mandatory employee contribution portions of a defined benefit plan or health and welfare plan) or by borrowing from commercial sources on reasonable commercial terms in an amount sufficient to satisfy the need;
2.	A Participant who receives a hardship distribution shall be prohibited from making Elective Deferral Contributions, Catch-up Contributions or other Participant contributions, if applicable, under this and all other plans of the Employer (effective January 1, 2006, including any stock option, stock purchase or similar plan or arrangement) for six months after receipt of the distribution (which this Plan hereby so provides);
3.	The distribution is not in excess of the amount necessary to satisfy the immediate and heavy financial need, including any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution; and;
4.	The need cannot be satisfied through reimbursement, compensation by insurance, liquidation of the Participant’s assets, or the cessation of Elective Deferral Contributions.

C.

A Participant making an application under this Section 6.01 shall have the burden of presenting to the Plan Administrator evidence of such need, and the Plan Administrator shall not permit withdrawal under this Section without first receiving such evidence. If a Participant’s application for a hardship withdrawal is approved, the Trustee shall make payment of the approved amount of the hardship withdrawal to the Participant.

D.

Payment of a withdrawal requested under this Section 6.01 shall be made within an administratively reasonable period of time after the Plan Administrator determines that the withdrawal request satisfies the requirements of this Section 6.01. Withdrawals shall be made on a pro-rata basis if a Participant elects to make a withdrawal from more than one sub-account in his Account. A Participant may specify the Investment Fund or Funds from which the withdrawal shall be made. If the Participant does not make an Investment Fund election under this Section 6.02, the withdrawal shall be made on a pro-rata basis from all of the applicable Investment Funds.

53

E. If a Participant is a qualified individual pursuant to Section 101 of the Katrina Emergency Relief Act of 2005, as amended and extended by Internal Revenue Service Notices 2005-92 and, 2005-84, and Announcement 2005-70, the Plan may make a hardship distribution that is intended to constitute a qualified hurricane distribution as defined in Code Section 1400Q(a)(4)(A) to such Participant in accordance with the Plan’s standard hardship distribution procedures and without regard to the post-distribution contribution restriction enumerated in Section 6.01.B.2. above. The maximum amount of distributions pursuant to this Section 6.01.E. with respect to a qualified individual shall not exceed $100,000.

     Section 6.02 SPECIAL WITHDRAWAL RULES APPLICABLE TO AFTER-TAX AND ROLLOVER CONTRIBUTIONS. A Participant shall be entitled to withdraw any portion of the amounts credited to his After-tax Contribution Account and his Rollover Contribution Account, if any, in accordance with the procedures established by the Plan Administrator. Payment of a withdrawal requested under this Section 6.02 shall be made within an administratively reasonable period of time after the withdrawal request is received by the Plan Administrator. Withdrawals shall be made on a pro-rata basis if a Participant elects to make a withdrawal from more than one sub-account in his Account. A Participant may specify the Investment Fund or Funds from which the withdrawal shall be made. If the Participant does not make an Investment Fund election under this Section 6.02, the withdrawal shall be made on a pro-rata basis from all of the applicable Investment Funds.

     Section 6.03 WITHDRAWALS UPON ATTAINMENT OF AGE 59¹/2. A Participant who is an Employees and has attained age 59¹/2 may elect to withdrawal any portion of his Nonforfeitable Account in accordance with the procedures established by the Plan Administrator. Payment of a withdrawal requested under this Section 6.03 shall be made within an administratively reasonable period of time after the withdrawal request is received by the Plan Administrator. Withdrawals shall be made on a pro-rata basis if a Participant elects to make a withdrawal from more than one sub-account in his Account. A Participant may specify the Investment Fund or Funds from which the withdrawal shall be made. If the Participant does not make an Investment Fund election under this Section 6.03, the withdrawal shall be made on a pro-rata basis from all of the applicable Investment Funds.

     Section 6.04 DISTRIBUTION/REINVESTMENT ELECTIONS. Cash dividends that are payable on shares of Stock held in the portion of a Participant’s or Beneficiary’s Account that is invested in the ESOP Stock Fund, shall, at the election of the Participant or the Beneficiary, be paid to the Participant or Beneficiary or paid to the Plan and reinvested in Stock. Cash dividends that are paid to Participants and Beneficiaries pursuant to an election hereunder shall be paid, at the discretion of the Committee, directly by the Company in cash to such Participants and Beneficiaries, or paid to the Plan and distributed to Participants and Beneficiaries not later than 90 days after the close of the Plan Year in which paid to the Plan. The Committee shall have the discretion to determine the scope, manner and timing of such elections, dividend distributions and reinvestments in any manner consistent with Section 404(k) of the Code.

     Section 6.05 DIRECT ROLLOVER AND WITHHOLDING RULES.

A. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid

54

directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The Plan Administrator may establish rules and procedures governing the processing of Direct Rollovers and limiting the amount or number of such Direct Rollovers in accordance with applicable Treasury Regulations. Distributions not transferred to an Eligible Retirement Plan in a Direct Rollover shall be subject to income tax withholding as provided under the Code and applicable state and local laws, if any.

B. Definitions.

1.

“Eligible Rollover Distribution.” An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years of more; (b) any distribution to the extent such distribution is required under Code Section 401(a)(9); (c) any hardship distribution received after December 31, 1998; and (d) effective January 1, 2006, any loan that is treated as a distribution under Code Section 72(p) and not excepted by Code Section 72(p)(2), or a loan in default that is a deemed distribution; and (e) effective January 1, 2006, any corrective distribution under Appendix F of the Plan. Notwithstanding the foregoing, any portion of a distribution that consists of After-Tax Contributions which are not includible in gross income may be transferred only to: (1) an individual retirement account or annuity described in Code Sections 408(a) or (b); or (2) a qualified defined contribution plan described in Code Sections 401(a) or 403(a) (through a direct trustee-to-trustee transfer) that agrees to separately account for amounts so transferred (and any related earnings), including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution which is not so includible. In addition, the portion of any distribution on and after January 1, 2007 that consists of After-Tax Contributions which are not includible in gross income may be transferred (in a direct trustee-to-trustee transfer) to a qualified defined benefit plan or a Code Section 403(b) tax-sheltered annuity that agrees to separately account for amounts so transferred (and the earnings thereon), including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution which is not so includible.

2.

“Eligible Retirement Plan.” An Eligible Retirement Plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a qualified trust

55

	described in Code Section 401(a) and, effective January 1, 2002, an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, and which accepts the Distributee’s Eligible Rollover Distribution. This definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).
3.	“Distributee.” A Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the Spouse or former Spouse. Effective for distributions on and after January 1, 2007, a Distributee includes the Participant’s non-Spouse Beneficiary.
4.	“Direct Rollover.” A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. In the case of a non-Spouse Beneficiary, a Direct Rollover may be made only to an individual retirement account or annuity described in Code Sections 408(a) or 408(b) (“IRA”) that is established on behalf of the designated Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code Section 402(c)(1). Also, in this case, the determination of any minimum required distribution under Code Section 401(a)(9) that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&A-17 and 18.

C. In Kind Rollovers of Loans. If a Participant has a Severance from Employment as a result of a divestiture of his Employer from the Company and the Participant’s Employer no longer maintains the Plan, the Participant shall be eligible to elect a distribution of his Nonforfeitable Account Balance. Provided that such Participant elects to make a direct rollover of the full amount of his Nonforfeitable Account Balance to another tax-qualified retirement plan that permits participant loans, any outstanding loans of the Participant may be rolled over in kind to any other tax-qualified retirement plan that will accept such rollover of loans in kind.

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     Section 6.06 LOANS TO PARTICIPANTS. Loans may be granted to any Participant who is an Employee (except an Employee on an unpaid leave of absence) in accordance with applicable rules under the Code and ERISA, and the provisions of this Section 6.06.

A.	General Rules. The Plan Administrator shall establish the procedures a Participant must follow to request a loan from his Nonforfeitable Account Balance under the Plan. Loans shall be made available to all Participants on a reasonably equivalent basis; provided, however, that loans will not be made available to Former Participants in any event.
	In no event will the total of any outstanding loan balances made to any Participant, including any interest accrued thereon, when aggregated with corresponding loan balances of the Participant under any other plans of the Employer or any Affiliate, exceed the lesser of 1. or 2., below:

1.	$50,000, reduced by the excess (if any) of the highest outstanding balance of such loans during the one-year period ending on the day before the date any such loan is made over the outstanding balance of such loans on the date any such loan is made; or
2.	One-half of the value of the vested portion of the Participant’s Account. For purposes of this Section, the value of a Participant’s Account shall be determined as of the Valuation Date coinciding with or next preceding the date on which a properly completed loan request is received by the Plan Administrator (or its delegate) or the Trustee, as applicable.

	The minimum amount of any loan shall be $1,000, and an amount equal to the principal amount of the loan shall be security for such loan and shall remain in the individual’s Account.
B.	Term of Loan. The term of any loan shall be determined by mutual agreement between the Plan Administrator or Trustee and the Participant. Every Participant who is granted a loan shall receive a statement of the charges and interest rates involved in each loan transaction and periodic statements reflecting the current loan balance and all transactions with respect to that loan to date. Except for loans used to acquire any dwelling unit that within a reasonable time (determined at the time the loan is made) is to be used as the principal residence of the Participant, the term of any loan shall not exceed five years. The term of any loan that within a reasonable time (determined at the time the loan is made) is to be used as the principal residence of the Participant, shall be determined by the Plan Administrator. All loans shall be amortized in level payments made not less frequently than quarterly over the term of the loan, or in accordance with other procedures established by the Plan Administrator.
C.	Security. Each loan made hereunder shall be evidenced by a credit agreement with, or a note payable to the order of, the Trustee and shall be secured by adequate collateral. Notwithstanding the foregoing sentence, no more than one-half of the vested portion of the Participant’s Nonforfeitable Account Balance (determined as of the Valuation Date

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coinciding with or next preceding the date on which the loan is made) shall be used to secure any loan.

D.

Interest. Each Participant loan shall be considered an investment of the Trust, and interest shall be charged thereon at a reasonable rate established by, or in accordance with procedures approved by, the Plan Administrator commensurate with the interest rates then being charged by persons in the business of lending money under similar circumstances. Notwithstanding the foregoing sentence, if necessary, the Plan Administrator will reduce the interest rate of an outstanding Participant loan to 6% during a period of qualified military leave as defined in Code Section 414(u)(5), to the extent required by the Soldiers’ and Sailors’ Civil Relief Act of 1940. Participant loans under this Section will be considered the directed investment of the Participant requesting such loan, and interest paid on such loan will be allocated to the Account of the Participant-borrower.

E.

Repayment Terms.

1.

Generally. The terms and conditions of each loan shall be determined by mutual agreement between the Plan Administrator or Trustee and the Participant. The Plan Administrator shall take all necessary actions to ensure that each loan is repaid on schedule by its maturity date, including requiring repayment of the loan by payroll deduction whenever possible. A former Employee may not continue to make loan payments after his or her Severance from Employment with the Employer. In the event a Participant has a Severance from Employment at a time when there is an unpaid balance of a loan against such Participant’s Account, the Trustee shall deduct the unpaid balance of the principal of such loan or any portion thereof, and any interest accrued to the date of such deduction, from any payment or distribution from the Trust Fund to which such Participant or his or her Beneficiary or Spouse may be entitled. If the amount of such payment or distribution is not sufficient to repay the outstanding balance of such loan and any interest accrued thereon, the Participant (or his or her estate, if applicable) shall be liable for and shall pay any balance still due from him.

2.

Suspension of Loan Payments during Leave of Absence. A Participant with an outstanding loan whose active service is temporarily interrupted due to a leave of absence, either without pay from the Employer of at a rate of pay (after income and employment tax withholdings) that is less than the amount of the installment payments, may suspend loan payments for a period of not longer than one year, provided the loan is repaid by the latest date permitted under Section 72(p)(2)(B) of the Code and the installments due after the leave ends (or, if earlier, after the first year of the leave) must not be less than those required under the terms of the loan when payments were suspended.

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3.	Suspension of Loan Payments during Qualified Military Leave. Loan payments shall be suspended during a period of “qualified military service,” as defined in Code Section 414(u)(5). The duration of such period of service shall not be taken into account in determining the maximum permissible term of the loan under Code Section 72(p) and the regulations promulgated thereunder. Following the Participant’s timely reemployment after a period of qualified military service, loan payments shall resume at an amount no less than required by the terms of the original loan, and at a frequency such that the loan will be repaid in full during a period that is no longer than the “latest permissible term of the loan” (defined as latest date permitted under Code Section 72(p)(2)(B) plus the period of suspension due to such military service).
4.	The loan amount shall be debited against the individual’s Account and the Investment Funds on a pro-rata basis, so that repayments of principal and interest shall be credited to such Account and not to the Account of any other Participant. Amounts credited under the preceding sentence shall be allocated to the appropriate Investment Funds in accordance with the Participant’s current investment directions.
5.	The individual shall agree at the time the loan is made that the outstanding principal and interest on the loan at the time the individual or his Beneficiary receives a distribution shall be deducted from the amount otherwise distributable to such individual or Beneficiary.

F.	Direct Rollovers of Outstanding Loans. In the event of a corporate transaction, the Plan Administrator shall have the authority to cause the Plan to accept the transfer of outstanding loans.
G.	Spousal Consent. Participants are not required to obtain spousal consent at the time the loan is made, except as follows: a married Participant whose Account is subject to the provisions of Appendix A (an “Inmed Participant”) or Appendix B (a “Mattatuck Participant”) of the Plan must obtain his Spouse’s consent at the time the loan is made. Such consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. A new consent is required if the Account balance is used for any increase in the amount of security. Effective April 11, 2005, an Inmed Participant shall no longer be required to obtain spousal consent to obtain a loan from the Plan.
H.	Restrictions on Loans. Prior to January 1, 2002, loans were not permitted to be made to Shareholder-Employees or Owner-Employees. For purposes of this requirement, a “Shareholder-Employee” means an Employee or officer of an electing small business corporation (S Corporation) who owns (or is considered as owning within the meaning of Code Section 318(a)(1)), on any day during the taxable year of such corporation, more than five percent of the outstanding stock of the corporation and an “Owner-Employee” means an Employee who either (i)

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owns the entire interest in an unincorporated trade or business; or (ii) in the case of a partnership, is a partner who owns more than 10% of either the capital interest or the profits interest in such partnership. Effective on and after January 1, 2002, loans may be made to Shareholder-Employees and Owner-Employees.

	No Participant shall have more than two loans under this Section 6.06 outstanding at the same time. All loans will be paid by payroll deduction while the Participant is an Employee and a loan will be approved only if the Participant has sufficient income to support the required payroll withholdings.
I.	Nondiscrimination. Loans will not be made available to Highly Compensated Employees in an amount greater than the amount made available to other Employees.
J.	Default. The entire unpaid balance on any loan made under this Section 6.06 and all interest due thereon shall immediately become due and payable without further notice or demand if one of the following events of default occurs:

1.	The Participant fails to make any installment payment due under the loan by the last day of the calendar quarter following the calendar quarter in which the required installment payment was originally due;
2.	With respect to a Participant on an unpaid leave of absence, any payments of principal or accrued interest on the loan remain due and unpaid for a period of one year; or
3.	A Participant incurs a Severance from Employment with the Employer.

If the unpaid balance of principal and interest on any loan is not paid at the expiration of its term, or upon acceleration in accordance with this Section 6.06.J., a default shall occur and the vested portion of the Participant’s Account shall be applied in satisfaction of such loan obligation, but only to the extent that such vested interest is then distributable. The Plan Administrator may establish additional rules and procedures for handling loan defaults, including, but not limited to, restrictions on future borrowing.

K.

Procedure. The Plan Administrator will establish nondiscriminatory policies and procedures to administer Participant loans.

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     Section 6.07 WITHDRAWALS CONSTITUTING QUALIFIED HURRICANE DISTRIBUTIONS. Notwithstanding any other provision in the Plan to the contrary, the Plan Administrator may make a distribution to a Participant who is a qualified individual pursuant to Section 101 of the Katrina Emergency Relief Act of 2005, as amended and extended by Internal Revenue Service Notices 2005-92 and 2005-84 and Announcement 2005-70, that is intended to constitute a qualified hurricane distribution as defined in Code Section 1400Q(a)(4)(A). The maximum amount of distributions pursuant to this Section 6.07 with respect to a qualified individual shall not exceed $100,000. Qualified hurricane distributions under this Section 6.07 of the Plan shall be entitled to favorable tax treatment under Code Section 72, shall be allotted ratable income inclusion over three years and shall be eligible for tax-free rollover to an eligible retirement plan within three years of the date of the qualified hurricane distribution.

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ARTICLE VII
VOTING AND TENDER OF STOCK AND ESOP STOCK

     Section 7.01 VOTING OF STOCK AND ESOP STOCK. Except as provided in Section 7.04.A., the Trustee shall vote all shares of both Stock and ESOP Stock, including fractional shares, allocated to a Participant’s Account in the manner directed by the Participant to whose Account those shares are allocated, and vote all of the shares of ESOP Stock held in the Unallocated Stock Account and any suspense account at the direction of the Committee.

     Section 7.02 TENDER OF STOCK AND ESOP STOCK. In the event any person or entity makes a tender offer for, or a request or invitation for tenders of Stock or ESOP Stock, the Trustee shall, except as provided in Section 7.04.B. tender or not tender all of the shares of Stock and ESOP Stock, including fractional shares, allocated to a Participant’s Account in the manner directed by the Participant to whose Account those shares are allocated. The Trustee shall tender or not tender all of the shares of ESOP Stock held in the Unallocated Stock Account and any suspense account at the direction of the Committee.

     Section 7.03 PROCEDURES FOR VOTING AND TENDER. The Committee shall establish and maintain procedures by which Participants shall be timely notified of their right to direct the voting and tender of Stock and ESOP Stock allocated to their Accounts and the manner in which any such directions are to be conveyed to the Trustee, and given information relevant to making such decision.

     Section 7.04 FAILURE BY PARTICIPANT TO VOTE OR DETERMINE TENDER.

A.	Failure by Participant to Vote. If a Participant fails to direct the voting or shares of Stock or ESOP Stock allocated to his Account, the Trustee shall vote such shares of Stock or ESOP Stock pro rata in proportion to the shares for which the Trustee has received Participant direction.
B.	Failure by Participant to Determine Tender. If a Participant fails to direct the Trustee as to whether or not to tender shares of Stock or ESOP Stock allocated to such Participant’s Account.

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ARTICLE VIII
EMPLOYER ADMINISTRATIVE PROVISIONS

     Section 8.01 ESTABLISHMENT OF TRUST. The Company or the Committee shall execute a Trust Agreement with one or more persons or parties who shall serve as the Trustee. The Trustee so selected shall serve as the Trustee until otherwise replaced or said Trust Agreement is terminated. The Company or the Committee may, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said Trust Agreement as it may deem necessary or desirable to carry out this Plan. Any and all rights or benefits that may accrue to a person under this Plan shall be subject to all the terms and provisions of the Trust Agreement.

     Section 8.02 INFORMATION TO PLAN ADMINISTRATOR. Each Employer shall supply current information to the Plan Administrator as to the name, date of birth, date of employment, annual compensation, leaves of absence, Years of Service, and date of Severance from Employment of each Employee who is, or who will be eligible to become, a Participant under the Plan, together with any other information that the Plan Administrator considers necessary. The Employer’s records as to the current information that the Employer furnishes to the Plan Administrator shall be conclusive as to all persons.

     Section 8.03 NO LIABILITY. The Company assumes no obligation or responsibility to any of its Employees, Participants or Beneficiaries for any act of, or failure to act, on the part of any Committee, Plan Administrator, or the Trustee.

     Section 8.04 INDEMNITY OF COMMITTEE AND PLAN ADMINISTRATOR. Each Employer indemnifies and saves harmless the members of each Committee, the Plan Administrator, any committee of the Board and each of them individually, from and against any and all loss (including reasonable attorneys’ fees and costs of defense) resulting from liability to which any such Committee, Plan Administrator, or the members of a committee, may be subjected by reason of any act or conduct (except willful misconduct or gross negligence) in their official capacities in the administration of the Trust or this Plan or both, including all expenses reasonably incurred in their defense, in case the Employer fails to provide such defense. The indemnification provisions of this Section 8.04 shall not relieve any Committee member or the Plan Administrator from any liability he or it may have under ERISA for breach of a fiduciary duty to the extent such indemnification is prohibited by ERISA. Furthermore, the Committee, Plan Administrator, and the Employer may execute a letter agreement further delineating the indemnification agreement of this Section 8.04, provided the letter agreement must be consistent with and shall not violate ERISA.

     Section 8.05 INVESTMENT FUNDS. The Plan Administrator and the Trustee shall establish certain investment funds (the “Investment Funds”), rules governing the administration of the Investment Funds, and procedures for directing the investment of Participant Accounts among the Investment Funds. The Investment Funds are set forth in Appendix C, as it may be amended from time to time. The Trustee shall invest and reinvest the principal and income of each Account in the Trust Fund as required by ERISA and as directed by Participants. In addition, effective as of January 1, 2009, the Plan Administrator shall select a “default” Investment Fund. If a Participant fails to direct the investment of his Account among the Investment Funds, the Participant’s Account shall be invested in the default Investment Fund. Further, unless and until a Participant directs the investment of his Account among the Investment Funds, Elective Deferral Contributions made pursuant to Section 3.02.C. shall be invested in the default Investment Fund. The default Investment Fund will satisfy the

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requirements of the regulations prescribed by the Secretary of Labor under Section 404(c)(5) of ERISA. The Plan Administrator, Committee and Employer reserve the right to change the investment options available under the Plan and the rules governing investment designations at any time and from time to time; provided, however, that, effective on and after January 1, 2009, there will always be a default Investment Fund that satisfies the requirements of the regulations prescribed by the Secretary of Labor under Section 404(c)(5) of ERISA.

     Notwithstanding the foregoing, the Trustee is specifically authorized to maintain the “Employer Common Stock Fund” as one of the Investment Funds available to Participants under the Plan. The Employer Common Stock Fund shall consist of Stock of the Company and cash or cash equivalents needed to meet obligations of such fund or for the purchase of Stock of the Company. One of the purposes of the Plan is to provide Participants with ownership interests in the Company through the purchase of common shares of the Company. To the extent practicable, all available assets of the Employer Common Stock Fund shall be used to purchase Shares, which shall be held by the Trustee and allocated to Participant Accounts until distribution in kind or sale for distribution of cash to Participants or Beneficiaries or until disposition is required to implement changes in investment designations. In addition to the Employer Common Stock Fund, all or any portion of the remaining Trust Fund may consist of Shares. The Trustee may acquire or dispose of Shares as necessary to implement Participant directions and may net transactions within the Trust Fund. In addition, when acquiring Shares, the Trustee may acquire Shares directly from the Company or on the open market as necessary to effect Participant directions. In either case, the price paid for such Shares shall not exceed the fair market value of the Shares. The fair market value of the Shares acquired directly from the Company shall mean the mean between the high and low bid and ask prices as reported by the New York Stock Exchange on the date of such transaction.

     Each Investment Fund (other than the Employer Common Stock Fund) shall be established by the Trustee at the direction or with the concurrence of the Plan Administrator. Investment Funds may, as so determined, consist of preferred and common stocks, bonds, debentures, negotiable instruments and evidences of indebtedness of every kind and form, or in securities and units of participation issued by companies registered under the Investment Companies Act of 1940, master limited partnerships or real estate investment trusts, or in any common or collective fund established or maintained for the collective investment and reinvestment of assets of pension and profit sharing trusts that are exempt from federal income taxation under the Code, or any combination of the foregoing. The Trustee shall hold, manage, administer, invest, reinvest, account for and otherwise deal with the Trust Fund and each separate Investment Fund as provided in the Trust Agreement.

     Anything in the Plan or Trust Agreement to the contrary notwithstanding, the Trustee shall not sell, alienate, encumber, pledge, transfer or otherwise dispose of, or tender or withdraw, any Shares held by it under the Trust Agreement, except (i) as specifically provided for in the Plan or (ii) in the case of a “Tender Offer” as directed in writing by a Participant (or Beneficiary, where applicable) on a form provided or approved by the Committee and delivered to the Trustee. For the purposes hereof, a Tender Offer shall mean any offer for, or request for or invitation for tenders of, or offer to purchase or acquire, any Shares that is directed generally to shareholders of the Employer or any transaction that may be defined as a Tender Offer under rules or regulations promulgated by the Securities and Exchange Commission. To the extent that any money or other property is received by the Trustee as a result of a tender of Shares not prohibited by the preceding sentence, such money or property shall be allocated to such other Investment Fund(s) as directed by the Participants in whose Account the Shares so tendered were held.

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     Section 8.06 EMPLOYEE STOCK OWNERSHIP PLAN. The Employer Common Stock Fund is an Employee Stock Ownership Plan (“ESOP”) within the meaning of Code Section 4975(e). All dividends paid with respect to shares of Company common stock held in the Trust shall (i) be retained by the Trustee and added to the corpus of the Trust and the Employer Common Stock Fund, (ii) be paid in cash directly to Plan Participants, Former Participants and Beneficiaries, or (iii) be paid to the Trustee and distributed in cash to Participants, Former Participants and Beneficiaries not later than ninety (90) days after the close of the Plan Year in which the dividend was paid. The Committee or Plan Administrator shall determine, in its sole discretion, whether dividends will be paid directly to Participants, Former Participants and Beneficiaries or will be paid to the Trustee for distribution within ninety (90) days after the close of the Plan Year in which the dividend was paid. In the event of a distribution or payment of dividends to Participants, Former Participants and Beneficiaries, each Participant, Former Participant and Beneficiary of a deceased Participant shall receive the dividends paid on the shares of Company common stock allocated to his Account in the Plan on the dividend record date. Each Participant, Former Participant and Beneficiary with an account in the ESOP portion of the Plan shall be permitted to elect whether to have the dividends allocable to the shares of Company common stock held in his Account payable in cash or deposited to his Account in the ESOP portion of the Plan and reinvested in shares of the Company’s common stock. In the event a Participant, Former Participant or Beneficiary fails to make an election, dividends will be reinvested in the ESOP portion of the Plan. The Plan Administrator shall establish procedures for the election to be offered to Participants, Former Participants and Beneficiaries that satisfy the following requirements:

A.	Participants, Former Participants and Beneficiaries must shall be given a reasonable opportunity in which to make the election before the dividends are paid or distributed to them;
B.	Participants, FORMER PARTICIPANTS AND BENEFICIARIES SHALL BE GIVEN A REASONABLE OPPORTUNITY TO CHANGE their elections at least annually; and
C.	If there is a change in the Plan terms governing the manner in which the dividends are paid or distributed, Participants, Former Participants and Beneficiaries shall be given a reasonable opportunity to make elections under the new Plan terms before the first dividends subject to such new Plan terms are paid or distributed.

     Notwithstanding the foregoing, if a Participant receives a hardship withdrawal under Section 6.01 of the Plan, such Participant must receive any dividends payable with respect to his interest in the ESOP portion of the Plan in cash. In addition, notwithstanding anything to the contrary in Section 4.01 of the Plan, a Participant shall always be treated as fully vested in dividends payable with respect to his interest in the ESOP portion of the Plan without regard to whether or not such Participant is fully vested in his Account in the Plan and the shares of Company common stock allocable to the Participant’s Account and on which such dividends are paid. The provisions of this Section 8.06 are intended to satisfy the requirements in Code Section 404(k)(2)(A)(iii) regarding the deductibility of dividends paid with respect to employer securities held by an employee stock ownership plan. Any modification or amendment of the Plan may be made retroactively, as necessary or appropriate, to meet any requirement of Code Section 404(k). The election provided under this Section is available only to the extent that the Company may deduct dividends paid with respect to employer securities held by the Employer Common Stock Fund under Code Section 404(k).

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ARTICLE IX
PARTICIPANT ADMINISTRATIVE PROVISIONS

     Section 9.01 PERSONAL DATA TO PLAN ADMINISTRATOR. Each Participant and each Beneficiary of a deceased Participant must furnish to the Plan Administrator such evidence, data or information as the Plan Administrator considers necessary or desirable for the purpose of administering the Plan. The provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant will furnish promptly full, true and complete evidence, data and information when requested by the Plan Administrator, provided the Plan Administrator shall advise each Participant of the effect of his failure to comply with its request.

     Section 9.02 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary of a deceased Participant shall file with the Plan Administrator, from time to time, in writing, or otherwise notify the Plan Administrator (in accordance with its rules and procedures) of, his post office address and any change of post office address. Any communication, statement or notice addressed to a Participant, or Beneficiary, at his last post office address filed with the Plan Administrator, or as shown on the records of the Employer, shall bind the Participant, or Beneficiary, for all purposes of this Plan.

     Section 9.03 ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p) relating to qualified domestic relations orders, neither a Participant nor a Beneficiary shall anticipate, assign or alienate (either at law or in equity) any benefit provided under the Plan, and the Trustee shall not recognize any such anticipation, assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment, levy, execution or other legal or equitable process.

     Section 9.04 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the time prescribed by ERISA and the applicable regulations, shall furnish all Participants and Beneficiaries a summary description of any material amendment to the Plan or notice of discontinuance of the Plan and all other information required by ERISA to be furnished without charge.

     Section 9.05 PARTICIPANT DIRECTION OF INVESTMENT. The Plan Administrator and the Trustee shall establish rules governing the administration of Investment Funds and procedures for Participant direction of investment, including rules governing the timing, frequency and manner of making investment elections. Subject to the default Investment Fund requirement in Section 8.05, the Plan Administrator, Committee, and Company reserve the right to change the investment options available under the Plan and rules governing investment designations from time to time. Nothing in this or any other provision of the Plan shall require the Trustee, the Employer or the Committee to implement Participant investment directions or changes in such directions, or to establish any procedures, other than on an administratively practicable basis, as determined by the Plan Administrator in its discretion.

     Each Participant shall, in accordance with procedures established by the Plan Administrator Committee and the Trustee, direct that his Account and contributions thereto attributable to Elective Deferral Contributions, After-tax Contributions, Catch-Up Contributions, Roth Elective Deferral Contributions, and Rollover Contributions, if any, be invested and reinvested in any one or more of the Investment Funds. The investment of any such monies shall be subject to such restrictions as the Plan Administrator may determine, in its sole discretion, to be advisable or necessary under the circumstances. Moreover, in accordance

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with procedures established by the Trustee and agreed to by the Plan Administrator, Participants may, when administratively practicable, be permitted to change their current and prospective investment designations through telephone, “on-line” or similar instructions to the Trustee or its authorized agent on a frequency established under such procedures, as in effect from time to time. The Investment Funds available Participants are listed in Appendix C, as the Plan Administrator may amend from time to time.

     The exercise of investment direction by a Participant will not cause the Participant to be a fiduciary solely by reason of such exercise, and neither the Trustee nor any other fiduciary of this Plan will be liable for any loss or any breach that results from the exercise of investment direction by the Participant. The investment designation procedures established under the Plan shall be and are intended to be in compliance with the requirements of ERISA Section 404(c) and the regulations thereunder. Notwithstanding the foregoing, to the extent that a Participant or Beneficiary is entitled to direct the Trustee as to the investment of all or a portion of his Account among the Investment Funds available under the Plan, the Participant or Beneficiary shall be acting as a “named fiduciary” within the meaning of ERISA Section 403(a)(1); provided that, if by reason of the Participant’s or Beneficiary’s exercise of independent control over the assets in his Account, a particular transaction satisfies the requirements for relief under ERISA Section 404(c), the Participant or Beneficiary shall not be deemed a fiduciary, named or otherwise, with respect to such transaction and no other person who is otherwise a fiduciary shall be liable for any loss, or by reason of any breach, that results from the Participant’s or Beneficiary’s exercise of independent control pursuant to such transaction.

     In no event shall Participants be permitted to direct that any portion of their Accounts and/or any additional contributions be invested in the Employer Common Stock Fund until the Employer, the Plan, the Trustee and all other relevant parties have fully complied with such requirements, including, but not limited to, federal and state securities laws, as the Committee has determined to be applicable. The Committee may restrict the ability of any person covered under Section 16 of the Securities Exchange Act of 1934, as amended, or any other corporate insider of the Employer to direct the investment of his Account in the Employer Common Stock Fund. Notwithstanding any provision to the contrary, the Committee and the Trustee may, in their sole discretion and where the terms of any relevant investment contracts, regulated investment companies or pooled or group trusts so require, impose special terms, conditions and restrictions upon a Participant’s right to direct the investment in, or transfer into or out of, such contracts, companies or trusts, or the timing or terms applicable to such transaction. Notwithstanding the foregoing, Participants, Former Participants and Beneficiaries under the Plan shall be permitted to change their investment direction both as to future contributions to the Plan, if any, and with respect to existing Account balances at any time. Accordingly, there are no restrictions on the rights of a Participant, Former Participant or Beneficiary to diversify any amounts credited to his Account within the Employer Common Stock Fund.

     Section 9.06 CHANGE OF INVESTMENT DESIGNATIONS. Each Participant who is entitled to direct the investment of additional contributions to be allocated to his Account in accordance with Section 9.05 hereof may select how such additional contributions are to be invested. Such investment directions shall be made in accordance with applicable rules or procedures established by the Trustee and Plan Administrator.

     Each Participant may prospectively re-elect how those amounts then held in his Account are to be reinvested in the various Investment Funds until otherwise changed or modified. Such investment directions shall be made in accordance with applicable rules or procedures established by the Trustee and Plan Administrator.

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     Notwithstanding any provision to the contrary, the Committee or the Plan Administrator may, in its sole discretion and where the terms of any relevant investment contracts, regulated investment companies or pooled or group trusts so require, or where ERISA fiduciary obligations and considerations so merit, impose special terms, conditions and restrictions upon a Participant’s right to direct the investment in, or transfer into or out of, such contracts, companies or trusts.

     Section 9.07 TRANSFERS AMONG INVESTMENTS. Subject to the rules and requirements found in the prospectus of each Investment Fund and the procedures established by the Plan Administrator, a Participant may transfer amounts, other than amounts derived from Matching Contributions and Profit Sharing Contributions (unless such amounts are subject to diversification requirements) from an Investment Fund, in even multiples of one percent of the amount held in any such Investment Fund, to any other Investment Fund effective as of any Valuation Date. A transfer shall be effected by electronic or telephonic instruction. Such election shall be effective as soon as administratively practicable.

     Section 9.08 INVESTMENT OF PARTICIPATING EMPLOYER CONTRIBUTIONS.

A.	Matching Contributions. All Matching Contributions shall be invested in Stock, and subject to the rules of Section 9.07, in the case of a Participant who has experienced a Severance from Employment, shall not be transferred to any other Investment Fund available under the Plan until such time as a Participant becomes eligible to make a diversification election with respect to such contributions.
B.	Profit Sharing Contributions.

1.

Contributions Made On or Before September 30, 2004. Profit Sharing Contributions made on or before September 30,2004 shall initially be invested at the discretion of the Plan Administrator in one or more Investment Funds described in Appendix C. Thereafter (subject to the diversification limitations in Section 9.10, if contributions are invested in Stock), a Participant may transfer amounts from an Investment Fund subject to the rules of Section 9.07. Furthermore, subject to the rules of Section 9.07, in the case of a Participant who has experienced a Severance from Employment, Profit Sharing Contributions shall not be transferred to any other Investment Fund available under the Plan.

2.

Contributions Made On or After October 1, 2004. Effective October 1, 2004, all Profit Sharing Contributions shall be invested in Stock. Thereafter, subject to the rules of Section 9.07, in the case of a Participant who has experienced a Severance from Employment, such contributions shall not be transferred to any other Investment Fund available under the Plan until such time as a Participant becomes eligible to make a diversification election with respect to such Contributions pursuant to Section 9.10.

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     Section 9.09 QUALIFIED MATCHING AND QUALIFIED NON-ELECTIVE CONTRIBUTIONS. All Qualified Matching Contributions and Qualified Non-elective Contributions shall be invested in Stock and, subject to the rules of Section 9.07, in the case of a Participant who has terminated his employment, shall not be transferred to any other Investment Fund available under the Plan until such time as a Participant becomes eligible to make a diversification election with respect to such Contributions pursuant to Section 9.10.

     Section 9.10 ESOP DIVERSIFICATION ELECTION.

A.

On or before September 30, 2004, each Participant who has reached age 55 and completed at least 10 years of participation in the ESOP component of the Plan shall be eligible to direct the Trustee, in accordance with a procedure established by the Committee, as to the investment of up to 100% of the value of the Participant’s Account that is attributable to Matching, Qualified Matching, Qualified Non-elective and Profit Sharing Contributions and invested in the ESOP Stock Fund (and that was contributed to the Plan after December 31, 1986), reduced by the amount previously diversified in accordance with this Section. A Participant’s election shall be in writing and shall be made within 90 days after the close of each Plan Year in the Participant’s qualified election period (as defined in Section 401(a)(28) of the Code). The Committee shall adopt a procedure that is uniformly applicable to all eligible Participants and under which each eligible Participant may direct the Trustee to transfer the applicable portion of the Participant’s Stock Account to at least three available investment options. In lieu of providing such investment options, the Plan shall permit the Participant (with his Spouse’s consent, if applicable) to receive a distribution of that portion of the Participant’s Account that is subject to the above election within 90 days after the last day of the period during which the election can be made. In lieu of providing such investment options, the Plan shall permit the Participant (with his Spouse’s consent, if applicable) to receive a distribution of that portion of the Participant’s Account that is subject to the above election within 90 days after the last day of the period during which the election is made.

B.

Effective October 1, 2004, on the earlier to occur of a Participant’s (i) attainment of age 50 or (ii) becoming 100% vested in the portion of his Account that is attributable to Matching, Qualified Matching, Qualified Non-elective and/or Profit Sharing Contributions, as applicable, such Participant shall be eligible to direct the Trustee, in accordance with a procedure established by the Committee, as to the investment of up to 100% of the value of the portion of the Participant’s vested Account that is attributable to such Matching, Qualified Matching, Qualified Non-elective and Profit Sharing Contributions and invested in the ESOP Stock Fund (and that was contributed to the Plan after December 31, 1986), reduced by the amount previously diversified in accordance with this Section. A Participant’s election shall be in writing and shall be made within 90 days after the close of each Plan Year in the Participant’s qualified election period (as defined in Section 401(a)(28) of the Code). The Committee shall adopt a procedure that is uniformly applicable to all eligible Participants and under which each Participant may direct the Trustee to

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transfer the applicable portion of the Participant’s Stock Account to at least three available investment options. In lieu of providing such investment options, the Plan shall permit the Participant (with his Spouse’s consent, if applicable) to receive a distribution of that portion of the Participant’s Account that is subject to the above election 90 days after the last day of the period during which the election can be made. In lieu of providing such investment options, the Plan shall permit the Participant (with his spouse’s consent, if applicable) to receive a distribution of that portion of the Participant’s Account that is subject to the above election within 90 days after the last day of the period during which the election is made.

     Section 9.11 LITIGATION AGAINST THE TRUST. If any legal action filed against the Trustee, the Employer, Plan Administrator, or any Committee, or against any member or members of any Committee, by or on behalf of any Participant or Beneficiary, results adversely to the Participant or to the Beneficiary, the Trustee shall reimburse itself, the Employer, the Plan Administrator, or any Committee, or any member or members of any Committee, all costs and fees expended by it or them by surcharging all costs and fees against the sums payable under the Plan to the Participant or to the Beneficiary, but only to the extent a court of competent jurisdiction specifically authorizes and directs any such surcharges and only to the extent Code Section 401(a)(13) does not prohibit any such surcharges.

     Section 9.12 INFORMATION AVAILABLE. Any Participant in the Plan or any Beneficiary may examine copies of the Plan, the Trust, the Plan description, the latest annual report, any bargaining agreement, contract or any other instrument under which the Plan was established or is operated. The Company will maintain all of the items listed in this Section 9.12 in its offices, or in such other place or places as it may designate from time to time in order to comply with the regulations issued under ERISA, for examination during reasonable business hours. Upon the written request of a Participant or Beneficiary, the Plan Administrator shall furnish him with a copy of any item listed in this Section 9.12. The Plan Administrator may make a reasonable charge to the requesting person for the copy so furnished.

     Section 9.13 PRESENTING CLAIMS FOR BENEFITS. Any Participant, alternate payee, Beneficiary, contingent Beneficiary, Spouse or other individual believing himself or herself to be entitled to benefits under the Plan shall file a written claim for benefits with the Plan Administrator. The Plan Administrator shall decide such claim. Within 90 days after receipt of such claim for benefits by the Plan Administrator, the Plan Administrator shall determine the claimant’s right to the benefits claimed and shall give said claimant written notice of the decision and, if the claim is denied in whole or in part, the written notice shall set forth in a manner calculated to be understood by the claimant: (1) the specific reason or reasons for the denial; (2) specific reference to pertinent Plan provisions on which the denial is based; (3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; (4) an explanation of the Plan’s appeal procedure and the applicable time limits; and (5) a statement of the claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review, if applicable. Such notice shall be sent by certified mail, return receipt requested, to the address of the claimant filing the claim as it appears in the books and records of the claimant’s Employer, or at such other address as the claimant may direct.

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     Under special circumstances, as provided by regulation, the Plan Administrator is allowed an additional period of not more than 90 days (180 days in total) within which to notify the claimant of the decision.

     Section 9.14 APPEAL PROCEDURE FOR DENIAL OF BENEFITS.

A.	Filing of Appeal. Within 60 days after receipt of a denial of a claim for benefits, the claimant or his or her duly authorized representative may file a written appeal with the Committee. The claimant or his or her duly authorized representative may review and receive copies of Plan documents, records and other information relevant to his or her claims.
B.	Hearing. The claimant may request that a hearing be held either in person or by conference call. The Committee, in its sole and absolute discretion, shall determine whether to grant the request for a hearing. If a hearing is held, the claimant and/or his or her duly authorized representative, shall be entitled to present to the Committee all facts, evidence, witnesses and/or legal arguments which the claimant feels are necessary for a full and fair review of his or her claim. The Committee may have counsel present at said hearing and shall be entitled to call such individuals as witnesses, including the claimant, as it feels are necessary to fully present all of the facts of the matter. The terms and conditions pursuant to which any such hearing may be conducted, and any evidentiary matters, shall be determined by the Committee in its sole discretion.
C.	Ruling. The Committee shall issue a written ruling with regard to the appeal and, if the appeal is denied in whole or in part, the ruling shall be written in a manner calculated to be understood by the claimant and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent plan provisions on which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, and (iv) a statement of the claimant’s right to bring action under ERISA, if applicable. Such written opinion shall be mailed to the claimant as set forth in Section 9.13. If no hearing is held, the written decision of the Benefits Committee shall be made within 60 days (or 120 days if, as provided by regulation, special circumstances require an extension of time for processing) after receipt of the written appeal and, if a hearing is held, within 120 days after receipt of the written appeal.
D.	Designation of Committee. Any appeal of a claim denial may be determined by the Committee as a whole or may be determined by a committee of one or more members of the Committee designated by the Committee to determine such claim. A decision by a majority of the members of the Committee or designated committee shall be final, conclusive and binding on all parties involved.

     Section 9.15 CLAIMS INVOLVING BENEFITS RELATED TO DISABILITY. The provisions of this Section 9.15 are effective for Disability claims filed on or after July 1, 2002. Notwithstanding the provisions of Section 9.15, the Plan Administrator and Committee shall comply with and follow the applicable Department of Labor Regulations for claims involving a determination of Disability or benefits related to Disability, including, but not limited to:

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A.	The Plan Administrator shall advise a Claimant of the Plan’s adverse benefit determination within a reasonable period of time, but not later than 45 days after receipt of the claim by the Plan. If the Plan Administrator determines that due to matters beyond control of the Plan, such decision cannot be reached within 45 days, an additional 30 days may be provided and the Plan Administrator shall notify the Claimant of the extension prior to the end of the original 45-day period. The 30-day extension may be extended for a second 30-day period, if before the end of the original extension, the Plan Administrator determines that due to circumstances beyond the control of the Plan, a decision cannot be rendered within the extension period.
B.	Claimants shall be provided at least 180 days following receipt of benefit denial in which to appeal such adverse determination.
C.	The Committee shall review the Claimant’s appeal and notify the Claimant of its determination within a reasonable period of time, but not later than 45 days after receipt of the Claimant’s request for review. Should the Committee determine that special circumstances (such as the need to hold a hearing) require an extension of time for processing the appeal, the Committee shall notify the Claimant of the extension before the end of the initial 45 day period. Such an extension, if required, shall not exceed 45 days.

     Section 9.16 USE OF ALTERNATIVE MEDIA. The Plan Administrator and Committee may include in any process or procedure for administering the Plan, the use of alternative media, including, but not limited to, telephonic, facsimile, computer or other such electronic means as available. Use of such alternative media shall be deemed to satisfy any Plan provision requiring a “written” document or an instrument to be signed “in writing” to the extent permissible under the Code, ERISA and applicable regulations.

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ARTICLE X
ADMINISTRATION OF THE PLAN

     Section 10.01 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST ADMINISTRATION. The Fiduciaries shall have only those powers, duties, responsibilities and obligations as are specifically given to them under this Plan and the Trust. The Employers shall have the sole responsibility for making the contributions provided for under Article III. The Board shall have the sole authority to appoint and remove members of the Committee, and to terminate, in whole or in part, this Plan or the Trust. The Board and the Committee shall have the authority to appoint and remove the Trustee. Effective January 1, 2008, the Committee shall have the final responsibility for the administration of the Plan, which responsibility is specifically described in this Plan and the Trust, and shall be the “Plan Administrator”, as defined in ERISA, and a Named Fiduciary of the Plan. Prior to January 1, 2008, the Company was the “Plan Administrator”, as defined in ERISA, and a Named Fiduciary of the Plan. The Committee shall have the specific delegated powers and duties described in the further provisions of this Article X and such further powers and duties as hereinafter may be delegated to it by the Board. The Trustee shall have the sole responsibility for the administration of the Trust and the management of the assets held under the Trust, all as specifically provided in the Trust. Each Fiduciary warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of this Plan and the Trust, authorizing or providing for such direction, information or action. Furthermore, each Fiduciary may rely upon any such direction, information or action of another Fiduciary as being proper under this Plan and the Trust, and is not required under this Plan or the Trust to inquire into the propriety of any such direction, information or action. It is intended under this Plan and the Trust that each Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under this Plan and the Trust and shall not be responsible for any act or failure to act of another Fiduciary. No Fiduciary guarantees the Trust Fund in any manner against investment loss or depreciation in asset value. The Committee shall determine the extent to which shares purchased with the proceeds of an ESOP Loan may or may not be pledged to secure the Plan’s indebtedness under the ESOP Loan and, as required under the Code, the shares shall otherwise be held unallocated by the Plan in a suspense account.

     Section 10.02 APPOINTMENT AND REMOVAL OF COMMITTEE. The Committee shall consist of three or more persons shall be appointed by and serve at the pleasure of the Board to assist in the administration of the Plan. In the event of any vacancies on any Committee, the remaining Committee member(s) then in office shall constitute the Committee and shall have full power to act and exercise all powers of the Committee as described in this Article X. All usual and reasonable expenses of the Committee may be paid in whole or in part by the Employer, and any expenses not paid by the Employer shall be paid by the Trustee out of the principal or income of the Trust Fund. Any members of the Committee who are Employees shall not receive compensation with respect to their services for the Committee.

     Any Committee member may resign by giving written notice to the Board, which shall be effective 30 days after delivery. Notwithstanding the foregoing, any Committee member who is an Employee shall be deemed to have resigned from the Committee effective with his Severance from Employment. A Committee member may be removed by the Board upon written notice to such Committee member, which notice shall be effective upon delivery. The Board shall promptly select a successor following the resignation or removal of a Committee member if necessary to maintain a Committee of at least three members.

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     Section 10.03 COMMITTEE PROCEDURES. The Committee may act at a meeting or in writing without a meeting. The Committee may elect one of its members as chairperson, appoint a secretary, who may or may not be a Committee member, and advise the Trustee and Board of all relevant actions. The secretary shall keep a record of all meetings and forward all necessary communications to the Board, Plan Administrator, Employer, or the Trustee, as appropriate and each Committee shall report its activities at least annually to the Compensation Committee of the Board. The Committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs. All decisions of the Committee shall be made by the vote of the majority then in office, including actions in writing taken without a meeting. No member of the Committee who is a Participant in the Plan shall vote upon any matter affecting only his Account. A dissenting Committee member who, within a reasonable time after he has knowledge of any action or failure to act by the majority, registers his dissent in writing delivered to the other Committee members, the Employer and the Trustee, shall not be responsible for any such action or failure to act.

     Section 10.04 RECORDS AND REPORTS. The Plan Administrator, on behalf of the Committee, shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and governmental regulations issued thereunder relating to records of Participant’s Service, Account balances and the percentage of such Account balances that are Nonforfeitable under the Plan; notifications to Participants; annual registration with the Internal Revenue Service; and annual reports to the Department of Labor.

     Section 10.05 OTHER COMMITTEE POWERS AND DUTIES. The Committee shall have one or more of the following powers and duties, as designated in the applicable Committee Charter and bylaws:

A.	To determine the rights of eligibility of an Employee to participate in the Plan, the value of a Participant’s Account, and the Nonforfeitable percentage of each Participant’s Account;
B.	To adopt rules of procedure and regulations necessary for the proper and efficient administration of the Plan, provided the rules are not inconsistent with the terms of this Plan and the Trust;
C.	To construe and enforce the terms of the Plan and the rules and regulations it adopts, including the discretionary authority to interpret the Plan documents, documents related to the Plan’s operation, and findings of fact;
D.	To direct the Trustee with respect to the crediting and distribution of the Trust;
E.	To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan;
F.	To furnish the Employer with information that the Employer may require for tax or other purposes;
G.	To engage the service of agents whom it may deem advisable to assist it with the performance of its duties;

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H.	To engage the services of an Investment Manager or Investment Managers (as defined in ERISA Section 3(38)), each of whom shall have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control; and
I.	As permitted by the Employee Plans Compliance Resolution System (“EPCRS”) issued by the Internal Revenue Service (“IRS”), as in effect from time to time, (i) to voluntarily correct any Plan qualification failure, including, but not limited to, failures involving Plan operation, impermissible discrimination in favor of highly compensated employees, the specific terms of the Plan document, or demographic failures; (ii) implement any correction methodology permitted under EPCRS; and (iii) negotiate the terms of a compliance statement or a closing agreement proposed by the IRS with respect to correction of a plan qualification failure.
J.	To delegate such of its duties, authority and obligations hereunder to the Plan Administrator, corporate staff, existing committees of Company or its Board, subcommittees it may form, or third party providers as it may, in its discretion, determine necessary, advisable or useful.

     Section 10.06 RULES AND DECISIONS. The Committee and/or Plan Administrator may adopt such rules as it deems necessary, desirable or appropriate. All rules and decisions of the Committee and/or Administrator shall be uniformly and consistently applied to all Participants in similar circumstances. When making a determination or calculation, the Committee and/or Administrator shall be entitled to rely upon information furnished by a Participant or Beneficiary, an Employer, the legal counsel of the Employer, or the Trustee.

     Section 10.07 APPLICATION AND FORMS FOR BENEFITS. The Plan Administrator may require a Participant or Beneficiary to complete and file with the Plan Administrator and/or the Trustee an application for a benefit and all other forms approved by the Plan Administrator, and to furnish all pertinent information requested by the Plan Administrator and Trustee. The Plan Administrator and Trustee may rely upon all such information so furnished to it, including the Participant’s or Beneficiary’s current mailing address.

     Section 10.08 APPOINTMENT OF PLAN ADMINISTRATOR. The Committee may appoint an individual(s) or entity to act as the Plan Administrator and may remove such person as Plan Administrator at any time. The Committee shall supervise the day-to-day administration of the Plan by the Plan Administrator.

     Section 10.09 PLAN ADMINISTRATOR. Unless an individual Administrator is appointed by the Committee, the Financial Benefit Plan Committee or Benefits Vice President and Staff shall act as the Plan Administrator. The Plan Administrator shall report to the Committee on a regular basis as the Committee shall direct. The Plan Administrator shall administer the Plan on a day-to-day basis in accordance with its terms and in accordance with the Code, ERISA and all other applicable laws and regulations except as otherwise expressly provided to the contrary herein. Specifically, but not by way of limitation, the Plan Administrator shall:

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A.	Reporting and Disclosure. Comply with the reporting and disclosure requirements of the Code and ERISA, as applicable, including the preparation and dissemination of disclosure material to the Plan Participants and Beneficiaries and the filing of such necessary forms and reports with governmental agencies as may be required;
B.	Testing. Prepare, or cause to be prepared, all tests necessary to ensure compliance with the Code and, except as expressly provided to the contrary herein, ERISA, including, but not limited to, the participation and discrimination standards, and the limitations of Section 415 of the Code;
C.	Procedures and Forms. Establish such administrative procedures and prepare, or cause to be prepared, such forms, as may be necessary or desirable for the proper administration of the Plan;
D.	Advisors. Subject to the approval of the Committee, retain the services of such consultants and advisors as may be appropriate to the administration of the Plan;
E.	Claims. Have the discretionary authority to determine all claims filed pursuant to Section 9.13, 9.14, and 9.15 of this Plan and shall have the authority to determine issues of fact relating to such claims;
F.	Payment of Benefits. Direct, or establish procedures for, the payment of benefits from the Plan;
G.	Qualified Domestic Relations Orders. Establish such procedures as may be necessary for the determination of whether proposed qualified domestic relations orders comply with the provisions of the Code and ERISA, as applicable; and
H.	Plan Records. Maintain, or cause to be maintained, all documents and records necessary or appropriate to the maintenance of the Plan.

     Section 10.10 FUNDING POLICY. The Committee shall, from time to time, review all pertinent Employee information and Plan data in order to establish the funding policy of the Plan and to determine the appropriate methods of carrying out the Plan’s objectives. The Committee or its delegate shall communicate periodically, as it deems appropriate, to the Trustee and to any Plan Investment Manager, the Plan’s short-term and long-term financial needs so that investment policy can be coordinated with Plan financial requirements.

     Section 10.11 FIDUCIARY DUTIES. In performing their duties, all fiduciaries with respect to the Plan shall act solely in the interest of the Participants and their Beneficiaries, and:

A.	For the exclusive purpose of providing benefits to the Participants and their Beneficiaries;
B.	With the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims;

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C.	To the extent a fiduciary possesses and exercises investment responsibilities, by diversifying the investments of the Trust Fund so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and
D.	In accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions of Title I of ERISA.

     Section 10.12 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES. In furtherance of their duties and responsibilities under the Plan, the Board and the Committee, subject always to the requirements of Section 10.11:

A.	Employ agents to carry out nonfiduciary responsibilities;
B.	Employ agents to carry out fiduciary responsibilities (other than trustee responsibilities as defined in Section 405(c)(3) of ERISA);
C.	Consult with counsel, who may be of counsel to the Company; and
D.	Provide for the allocation of fiduciary responsibilities (other than trustee responsibilities as defined in Section 405(c)(3) of ERISA) between the members of the Board, in the case of the Board, and among the members of any Committee, in the case of any Committee.

     The Committee may delegate such of its duties, authority and obligations hereunder to the Plan Administrator, corporate staff, existing committees of Company or its Board, subcommittees it may form, or third party providers as it may, in its discretion, determine. Any delegation of fiduciary duties hereunder must be approved by a majority of the Committee. Such delegation may be modified or rescinded at any time by further action of the Committee, which shall have an on-going duty to monitor the performance of any fiduciary obligations delegated to others under this provision.

     Section 10.13 PROCEDURE FOR THE ALLOCATION OR DELEGATION OF FIDUCIARY DUTIES. Any action described in subsections B or D of Section 10.12 may be taken by a Committee or the Board only in accordance with the following procedure:

A.	Such action shall be taken by a majority of the Committee or by the Board, as the case may be, in a resolution approved by a majority of such Committee or by a majority of the Board.
B.	The vote cast by each member of the Committee or the Board for or against the adoption of such resolution shall be recorded and made a part of the written record of the Committee’s or the Board’s proceedings.
C.	Any delegation of fiduciary responsibilities or any allocation of fiduciary responsibilities among members of the Committee or the Board may be modified or rescinded by the Committee or the Board according to the procedure set forth in subsections A and B of this Section 10.13.

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     Section 10.14 SEPARATE ACCOUNTING. The amounts in a Participant’s Elective Deferral Contribution Account, Roth Elective Deferral Contribution Account, Safe Harbor Matching Contribution Account, Qualified Matching Contribution Account, and Qualified Non-elective Contribution Account shall at all times be separately accounted for from amounts in a Participant’s After-tax Contribution Account, Non-Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, Profit Sharing Contribution Account, Rollover Contribution Account, Transfer Contribution and other contribution accounts, if any. Amounts credited to such subaccounts shall be allocated among the Participant’s designated investments on a reasonable pro rata basis, in accordance with the valuation procedures of the Trustee and the Investment Funds. The Trustee and the Plan Administrator shall also establish uniform procedures that they may change from time to time, for the purpose of adjusting the subaccounts of a Participant’s Account for withdrawals, loans, distributions and contributions. Gains, losses, withdrawals, distributions, forfeitures and other credits or charges may be separately allocated among such subaccounts on a reasonable and consistent basis in accordance with such procedures.

     Section 10.15 VALUE OF PARTICIPANT’S ACCOUNT. The value of each Participant’s Account shall be based on its fair market value on the appropriate Valuation Date. A valuation shall occur at least once every Plan Year, and otherwise in accordance with the terms of the Trust and administratively practicable procedures approved by the Plan Administrator. Periodically, on a frequency determined by the Plan Administrator and the Trustee, the Participant will receive a statement showing the transaction activity and value of his Account as of a date set forth in the statement.

     Section 10.16 REGISTRATION AND VOTING OF EMPLOYER COMMON STOCK. All Shares acquired by the Trustee shall be held in the possession of the Trustee until disposed of pursuant to the provisions of the Plan or the Trust Agreement. Such Shares may be registered in the name of the Trustee or its nominee. Before each annual or special meeting of the Employer’s shareholders, the Trustee shall send to each Participant a copy of the proxy solicitation material therefor, together with a form requesting confidential instructions to the Trustee on how to vote the Shares credited to his Account. Upon receipt of such instructions the Trustee shall vote the Shares as instructed. Any Shares held in Participants’ Accounts, as to which the Trustee does not receive instructions, shall be voted in proportion to the voting instructions the Trustee has actually received in respect of Shares, unless the Trustee determines that to do so is not prudent, or the Trust provides otherwise.

     Section 10.17 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting Date of each Plan Year, but within the time prescribed by ERISA and the regulations under ERISA, and at such other times as determined by the Plan Administrator in its discretion, a Participant shall be provided a statement reflecting the condition of the Participant’s (or Beneficiary of a deceased Participant) Account in the Trust as of that date and such other information ERISA requires be furnished to the Participant or Beneficiary. No Participant, except a member of the Committee, the Plan Administrator and their designees, shall have the right to inspect the records reflecting the Account of any other Participant. A Participant or Beneficiary shall notify the Trustee in writing if he believes there is an error in the statement of his Account in the Plan no more than one year after the date the statement was issued. Each statement of a Participant’s Account shall be deemed to be final and binding on the Participant or Beneficiary to whom it was issued upon the expiration of the one year period following the date the statement was issued.

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     Section 10.18 AUTOMATIC CONTRIBUTION ARRANGEMENT NOTICE. Effective for Plan Years beginning on and after January 1, 2009, at least 30 days, but not more than 90 days, before the beginning of the Plan Year, the Plan Administrator will provide each Eligible Employee a comprehensive notice of the Eligible Employee’s rights and obligations under the Plan, in compliance with the notice requirements set forth in Code Sections 401(k)(13) and 414(w) and the Treasury Regulations and other guidance issued thereunder.

     Section 10.19 ELECTION PERIODS. In addition to any other election periods provided under the Plan, each Eligible Employee may make or modify a Elective Deferral Contribution election during the 30-day period immediately following the receipt of the notice described in Section 10.18 above.

     Section 10.20 FEES AND EXPENSES FROM FUND. The Trustee shall pay all expenses reasonably incurred by it or by the Employer, the Committee, or other professional advisers or administrators in the administration of the Plan from the Trust Fund unless the Employer pays the expenses directly. Such expenses may include the reimbursement of the Employer for the salary and expenses incurred by the Employer for employees who perform Plan administration services. The Committee, as a named fiduciary, shall provide written direction to the Trustee regarding the expenses to be paid or reimbursed from the Trust Fund. The Committee shall not treat any fee or expense paid, directly or indirectly, by an Employer as an Employer contribution. No person who is receiving full pay from an Employer shall receive compensation for services from the Trust Fund. Brokerage commissions, transfer taxes, and other charges and expenses in connection with the purchase and sale of securities shall be charged to each Investment Fund and/or Participant’s Account, as applicable. Fees related to investments subject to Participant direction, and other fees resulting from or attributable to expenses incurred in relation to a Participant or Beneficiary or his or her Account may be charged to his or her Account to the extent permitted under the Code and ERISA.

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ARTICLE XI
TOP HEAVY RULES

     Section 11.01 MINIMUM EMPLOYER CONTRIBUTION. If this Plan is “Top Heavy,” as defined below, in any Plan Year, the Plan guarantees a minimum contribution (subject to the provisions of this Article XI) of three percent of Compensation for each “Non-Key Employee,” as defined below, who is a Participant employed by the Employer on the Accounting Date of the Plan Year without regard to Hours of Service completed during the Plan Year or to whether he has elected to make Elective Deferral Contributions under Section 3.03, and who is not a Participant in a Top Heavy defined benefit plan maintained by the Employer. Participants who also participate in a Top Heavy defined benefit plan of the Employer shall receive the required minimum benefit in the defined benefit plan rather than in this Plan. The Plan satisfies the guaranteed minimum contribution for the Non-Key Employee if the Non-Key Employee’s contribution rate is at least equal to the minimum contribution. For purposes of this paragraph, a Non-Key Employee Participant includes any Employee otherwise eligible to participate in the Plan but who is not a Participant because his Compensation does not exceed a specified level.

     If the contribution rate for the “Key Employee,” as defined below, with the highest contribution rate is less than three percent, the guaranteed minimum contribution for Non-Key Employees shall equal the highest contribution rate received by a Key Employee. The contribution rate is the sum of Employer contributions (not including Employer contributions to Social Security) and forfeitures allocated to the Participant’s Account for the Plan Year divided by his “Compensation,” as defined below, not in excess of the compensation limitation under Code Section 401(a)(17) for the Plan Year. For purposes of determining the minimum contribution for a Plan Year, the Committee shall consider contributions made to any plan pursuant to a compensation reduction agreement or similar arrangement as Employer contributions. To determine the contribution rate, the Committee shall consider all qualified Top Heavy defined contribution plans maintained by the Employer as a single plan.

     Notwithstanding the preceding provisions of this Section 11.01, if a defined benefit plan maintained by the Employer that benefits a Key Employee depends on this Plan to satisfy the anti-discrimination rules of Code Section 401(a)(4) or the coverage rules of Code Section 410 (or another plan benefiting the Key Employee so depends on such defined benefit plan), the guaranteed minimum contribution for a Non-Key Employee is three percent of his Compensation regardless of the contribution rate for the Key Employees.

     The minimum Employer contribution required (to the extent required to be Nonforfeitable under Section 416(b) of the Code) may not be forfeited under Code Section 411(a)(3)(B) or 411(a)(3)(D).

     Section 11.02 ADDITIONAL CONTRIBUTION. If the contribution rate (excluding Elective Deferral Contributions) for the Plan Year with respect to a Non-Key Employee described in Section 11.01 is less than the minimum contribution, the Employer will increase its contribution for such Employee to the extent necessary so his contribution rate for the Plan Year will equal the guaranteed minimum contribution. Matching Contributions will be taken into account to satisfy the minimum contribution requirement under the Plan, or if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401(m). The additional contribution shall be allocated to the Account of a Non-Key Employee for whom the Employer makes the contribution.

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     Section 11.03 DETERMINATION OF TOP HEAVY STATUS. The Plan is “Top Heavy” for a Plan Year if the Top Heavy ratio as of the “Determination Date” exceeds sixty percent (60%). The Top Heavy ratio is a fraction, the numerator of which is the sum of the present value of the Accounts of all Key Employees as of the Determination Date, and the denominator of which is a similar sum determined for all Employees. For purposes of determining the present value of the Accounts for the foregoing fraction, contributions due as of the Determination Date and distributions made for any purpose within the one-year period ending on the Determination Date shall be included. In addition, distributions made within the five-year period ending on the Determination Date shall be included if such distributions were made for reasons other than upon Severance from Employment, death or Disability (e.g., in-service withdrawals); provided, however, that no distribution shall be counted more than once. In addition, the Top Heavy ratio shall be calculated by disregarding the Account (including distributions, if any, of the Account balance) of an individual who has not received credit for at least one Hour of Service with the Employer during the one-year period ending on the Determination Date in such calculation. The Top Heavy ratio, including the extent to which it must take into account distributions, rollovers, and transfers, shall be calculated in accordance with Code Section 416 and the Treasury Regulations thereunder.

     If the Employer maintains other qualified plans (including a simplified employee pension plan), this Plan is Top Heavy only if it is part of the Required Aggregation Group, and the Top Heavy ratio for both the Required Aggregation Group and the Permissive Aggregation Group exceeds 60%. The Top Heavy ratio shall be calculated in the same manner as required by the first paragraph of this Section 11.03, taking into account all plans within the Aggregation Group. To the extent distributions to a Participant must be taken into account, the Committee shall include distributions from a terminated plan that would have been part of the Required Aggregation Group if it were in existence on the Determination Date. The present value of accrued benefits and the other amounts the Committee must take into account, under defined benefit plans or simplified employee pension plans included within the group, shall be calculated in accordance with the terms of those plans, Code Section 416 and the Treasury Regulations thereunder. If an aggregated plan does not have a valuation date coinciding with the Determination Date, the accrued benefits or Accounts in the aggregated plan shall be valued as of the most recent valuation date falling within the 12-month period ending on the Determination Date. The Top Heavy ratio shall be valued with reference to the Determination Dates that fall within the same calendar year.

     The accrued benefit of a Participant other than a Key Employee shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer, or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.

     Section 11.04 TOP HEAVY VESTING SCHEDULE. For any Plan Year for which the Plan is Top Heavy, as determined in accordance with this Article XI, the Participant’s Nonforfeitable percentage of his Employer Contributions and Non-Safe Harbor Matching Contributions shall be calculated by applying the following schedule, to the extent that such schedule provides for vesting at a rate that is more rapid than the rate otherwise applicable to the Participant’s benefit:

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Years of Service	Percent Nonforfeitable
Less than three (3)		0	%
At least three (3) or more		100	%

     Section 11.05 DEFINITIONS. For purposes of applying the provisions of this Article XI.

A.	“Key Employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a five-percent owner of the Employer, or a one-percent owner of the Employer having annual Compensation of more than $150,000. The constructive ownership rules of Code Section 318 (or the principles of that section, in the case of an unincorporated Employer) will apply to determine ownership in the Employer. The determination of who is a Key Employee shall be made in accordance with Code Section 416(i)(1) and the Treasury Regulations under that Code Section.
B.	“Non-Key Employee” is an Employee who does not meet the definition of Key Employee.
C.	“Compensation” shall mean the first $200,000 (or such larger amount as the Commissioner of Internal Revenue may prescribe in accordance with Code Section 401(a)(17)) ($230,000 for 2008) of Compensation as defined in Code Section 415(c)(3), but including amounts contributed by the Employer pursuant to a salary reduction agreement that are excludible from the Employee’s gross income under Section 125, “deemed compensation” under Code Section 125 pursuant to Revenue Ruling 2002-27, Section 132(f)(4), Section 402(a)(8), Section 402(h) or Section 403(b) of the Code.
D.	“Required Aggregation Group” means:

(i)	Each qualified plan of the Employer in which at least one Key Employee participates at any time during the five Plan Year period ending on the Determination Date; and
(ii)	Any other qualified plan of the Employer that enables a plan described in (i) to meet the requirements of Code Section 401(a)(4) or Code Section 410.

     The Required Aggregation Group includes any plan of the Employer that was maintained within the last five years ending on the Determination Date on which a top heaviness determination is being made if such plan would otherwise be part of the Required Aggregation Group for the Plan Year but for the fact it has been terminated.

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E.	“Permissive Aggregation Group” is the Required Aggregation Group plus any other qualified plans maintained by the Employer, but only if such group would satisfy in the aggregate the requirements of Code Section 401(a)(4) and Code Section 410. The Committee shall determine which plans to take into account in determining the Permissive Aggregation Group.
F.	“Employer” shall mean all the members of a controlled group of corporations (as defined in Code Section 414(b)), of a commonly controlled group of trades or businesses (whether or not incorporated) (as defined in Code Section 414(c)), or an affiliated service group (as defined in Code Section 414(m)), of which the Employer is a part. However, ownership interests in more than one member of a related group shall not be aggregated to determine whether an individual is a Key Employee because of his ownership interest in the Employer.
G.	“Determination Date” for any Plan Year is the Accounting Date of the preceding Plan Year or, in the case of the first Plan Year of the Plan, the Accounting Date of that Plan Year.

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ARTICLE XII
MISCELLANEOUS

     Section 12.01 EVIDENCE. Anyone required to give evidence under the terms of the Plan may do so by certificate, affidavit, document or other information that the person to act in reliance may consider pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties. The Committee, the Plan Administrator and the Trustee shall be fully protected in acting and relying upon any evidence described under the immediately preceding sentence.

     Section 12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor the Committee nor the Plan Administrator shall have any obligation or responsibility with respect to any action required by the Plan to be taken by the Employer, any Participant or eligible Employee, nor for the failure of any of the above persons to act or make any payment or contribution, or otherwise to provide any benefit contemplated under this Plan, nor shall the Trustee or the Committee or the Plan Administrator be required to collect any contribution required under the Plan, or determine the correctness of the amount of any Employer contribution. Neither the Trustee nor the Committee nor the Plan Administrator need inquire into or be responsible for any action or failure to act on the part of the others. Any action required of a corporate Employer shall be by its Board or its designee.

     Section 12.03 FIDUCIARIES NOT INSURERS. The Trustee, the Committee, the Company, the Plan Administrator and the Employer in no way guarantee the Trust Fund from loss or depreciation. The Employer does not guarantee the payment of any money that may be or becomes due to any person from the Trust Fund. The liability of the Committee, Plan Administrator and the Trustee to make any payment from the Trust Fund at any time and all times is limited to the then available assets of the Trust.

     Section 12.04 WAIVER OF NOTICE. Any person entitled to notice under the Plan may waive the notice, unless the Code or Treasury Regulations require the notice, or ERISA specifically or impliedly prohibits such a waiver.

     Section 12.05 SUCCESSORS. The Plan shall be binding upon all persons entitled to benefits under the Plan, their respective heirs and legal representatives, upon the Employer, its successors and assigns, and upon the Trustee, the Committee, the Plan Administrator and their successors.

     Section 12.06 WORD USAGE. Words used in the masculine shall apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural shall be read as singular and the singular as the plural.

     Section 12.07 HEADINGS. The headings are for reference only. In the event of a conflict between a heading and the content of a section, the content of the section shall control.

     Section 12.08 STATE LAW. Pennsylvania law shall determine all questions arising with respect to the provisions of this agreement except to the extent a federal statute supersedes Pennsylvania law.

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     Section 12.09 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, and nothing with respect to the establishment of the Trust, any modification or amendment to the Plan or the Trust, the creation of any Account, or the payment of any benefit, shall give any Employee, Employee-Participant or Beneficiary any right to continue employment, or any legal or equitable right against the Employer, or an Employee of the Employer, the Trustee or its agents or employees, or the Plan Administrator. Nothing in the Plan shall be deemed or construed to impair or affect in any manner the right of the Employer, in its discretion, to hire Employees and, with or without cause, to discharge or terminate the service of Employees.

     Section 12.10 RIGHT TO TRUST ASSETS. No Employee or Beneficiary shall have any right to, or interest in, any assets of the Trust Fund, upon his or her Severance from Employment or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable under the Plan to such Employee or Beneficiary out of the assets of the Trust Fund. All payments of benefits as provided for in this Plan shall be made solely out of the assets of the Trust Fund and none of the Fiduciaries shall be liable therefore in any manner.

     Section 12.11 UNCLAIMED BENEFIT CHECKS. If a check in payment of a benefit payable under this Plan has been made by regular United States mail to the last address of the payee furnished to the Trustee and the check is returned unclaimed, payment to such payee shall be discontinued and shall be held in his or her respective accounts until the payee’s correct address shall become known to the Trustee. Any such amounts shall be credited with fund earnings in accordance with Section 10.15 of the Plan. In the event the payee cannot be located after reasonable and diligent efforts of the Administrator, the amounts shall be forfeited, subject to the provisions of Section 5.13 of the Plan.

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ARTICLE XIII
EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

     Section 13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the Employer shall have no beneficial interest in any asset of the Trust and no part of any asset in the Trust shall ever revert to or be repaid to the Employer, either directly or indirectly; nor prior to the satisfaction of all liabilities with respect to the Participants and their Beneficiaries under the Plan, shall any part of the corpus or income of the Trust Fund, or any asset of the Trust, be (at any time) used for, or diverted to, purposes other than the exclusive benefit of the Participants or their Beneficiaries.

     Section 13.02 AMENDMENT BY EMPLOYER. The Company shall have the right at any time and from time to time:

A.	To amend this Plan in any manner it deems necessary or advisable in order to qualify (or maintain qualification of) this Plan and the Trust created under it under the appropriate provisions of the Code; and
B.	To amend this Plan in any other manner.

     In addition, the Committee and Financial Benefit Plans Committee shall have the right to amend this Plan in accordance with its charter and bylaws.

     However, no amendment shall authorize or permit any part of the Trust Fund (other than the part required to pay taxes and administration expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries or estates. No amendment shall cause or permit any portion of the Trust Fund to revert to or become a property of the Employer; and the Company shall not make any amendment that affects the rights, duties or responsibilities of the Plan Administrator or Committee without the written consent of the affected Plan Administrator or the affected member of the Committee. Furthermore, no amendment shall decrease a Participant’s Account balance or accrued benefit or reduce or eliminate any benefits protected under Code Section 411(d)(6) with respect to a Participant with an Account balance or accrued benefit at the date of the amendment, except to the extent permitted under Code Section 412(c)(8).

     All amendments to the Plan shall be in writing. Amendments shall be considered properly authorized by the Company if approved or ratified by the Board, any committee of the Board, by an authorized Committee of the Plan, unless the subject of the amendment has been reserved to the Board or another authorized party. Each amendment shall state the date to which it is either retroactively or prospectively effective, and may be executed by any authorized officer of the Company.

     Section 13.03 AMENDMENT TO VESTING PROVISIONS. Although the Company and Committee reserve the right to amend the vesting provisions at any time, an amended vesting schedule shall not be applied to reduce the Nonforfeitable percentage of any Participant’s Account derived from Employer contributions (determined as of the later of the date the amendment is adopted, or the date the amendment becomes effective) to a percentage less than the Nonforfeitable percentage computed under the Plan without regard to the amendment. An amended vesting schedule will apply to a Participant only if the Participant receives credit for at least one Hour of Service after the new schedule becomes effective.

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     If a permissible amendment is made to the vesting provisions, each Participant having at least three Years of Service for vesting purposes with the Employer may elect to have the percentage of his Nonforfeitable Account Balance computed under the Plan without regard to the amendment. The Participant must file his election with the Plan Administrator within 60 days of the latest of (a) the Company’s adoption of the amendment; (b) the effective date of the amendment; or (c) his receipt of a copy of the amendment. The Plan Administrator, as soon as practicable, shall forward a true copy of any amendment to the vesting schedule to each affected Participant, together with an explanation of the effect of the amendment, the appropriate form upon which the Participant may make an election to remain under the vesting schedule provided under the Plan prior to the amendment and notice of the time within which the Participant must make an election to remain under the prior vesting schedule. The election described in this Section 13.03 does not apply to a Participant if the amended vesting schedule provides for vesting that is at least as rapid at all times as the vesting schedule in effect prior to the amendment. For purposes of this Section 13.03, an amendment to the vesting schedule includes any amendment that directly or indirectly affects the computation of the Nonforfeitable percentage of an Employee’s rights to his Employer-derived Account.

     Section 13.04 DISCONTINUANCE. The Employer shall have the right, at any time, to suspend or discontinue its contributions under the Plan, and the Company (acting through the Committee) shall have the right to terminate, at any time, this Plan and the Trust created under this agreement. The Plan shall terminate upon the first to occur of the following:

A.	The date terminated by action of the Company
B.	The date the Employer shall be judicially declared bankrupt or insolvent.
C.	The dissolution, merger, consolidation or reorganization of the Employer or the sale by the Employer of all or substantially all of its assets, unless the successor or purchaser makes provision to continue the Plan, in which event the successor or purchaser shall substitute itself as the Employer under this Plan.

     No Employees of the Participating Employer shall thereafter be admitted to the Plan as new Participants, and the Participating Employer shall make no further contributions to the Trust Fund         , except as may be necessary to satisfy the outstanding ESOP Loans. In connection with the termination, partial termination or discontinuance of the Plan, the Committee may direct the Trustee to sell some or all of the ESOP Stock held in the Unallocated Stock Account and to apply the proceeds of such sale or sales to reduce the ESOP Loans.

     Section 13.05 FULL VESTING ON TERMINATION. Notwithstanding any other provision of this Plan to the contrary, upon either full or partial termination of the Plan, or, if applicable, upon the date of complete discontinuance of contributions to the Plan, an affected Participant’s right to his Account shall be 100% Nonforfeitable.

     Section 13.06 MERGER, DIRECT TRANSFER AND ELECTIVE TRANSFER. The Trustee shall not consent to, or be a party to, any merger or consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless immediately after the merger, consolidation or transfer, the surviving plan provides each Participant a benefit equal to or greater than the benefit each Participant would have received had the Plan terminated immediately before the merger or consolidation or transfer. The Trustee possesses the specific authority to enter into merger agreements or direct transfer of assets agreements with the

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trustees of other retirement plans described in Code Section 401(a) and to accept the direct transfer of plan assets, or to transfer plan assets, as a party to any such agreement, only upon the consent or direction of the Committee.

     If permitted by the Committee in its discretion, the Trustee may accept a direct transfer of plan assets on behalf of an Employee prior to the date the Employee satisfies the Plan’s eligibility condition(s). If the Trustee accepts such a direct transfer of plan assets, the Employee shall be treated as a Participant for all purposes of the Plan except that the Employee shall not share in Employer contributions or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan. The Trustee shall hold, administer and distribute the transferred assets as a part of the Trust Fund, and the Trustee shall maintain a separate Transfer Account for the benefit of the Employee on whose behalf the Trustee accepted the transfer in order to reflect the value of the transferred assets.

     The Trustee may not consent to, or be a party to, a merger, consolidation or transfer of assets with a defined benefit plan, except with respect to an elective transfer, unless the Committee consents and so directs, and the transfer is consistent with the Code and with ERISA. The Trustee will hold, administer and distribute the transferred assets as a part of the Trust Fund, and the Trustee shall maintain a separate Transfer Account for the benefit of the Employee on whose behalf the Trustee accepted the transfer in order to reflect the value of the transferred assets. Unless a transfer of assets to this Plan is an elective transfer, the Plan will preserve all Code Section 411(d)(6) protected benefits with respect to those transferred assets, in the manner described in Section 13.02.

     A transfer is an elective transfer if: (a) the transfer satisfies the first paragraph of this Section 13.06; (b) the transfer is voluntary, under a fully informed election by the Participant; (c) the Participant has an alternative that retains his Code Section 411(d)(6) protected benefits (including an option to leave his benefit in the transferor plan, if that plan is not terminating); (d) the transfer satisfies the applicable spousal consent requirements of the Code; (e) the transferor plan satisfies the joint and survivor notice requirements of the Code, if the Participant’s transferred benefit is subject to those requirements; (f) the Participant has a right to immediate distribution from the transferor plan, in lieu of the elective transfer; (g) the transferred benefit is at least the greater of the single sum distribution provided by the transferor plan for which the Participant is eligible or the present value of the Participant’s accrued benefit under the transferor plan payable at that plan’s normal retirement age; (h) the Participant has a 100% Nonforfeitable interest in the transferred benefit; and (i) the transfer otherwise satisfies applicable Treasury Regulations. An elective transfer may occur between qualified plans of any type.

     If the Plan receives a direct transfer (by merger or otherwise) of elective contributions (or amounts treated as elective contributions) under a plan with a Code Section 401(k) arrangement, the distribution restrictions of Code Sections 401(k)(2) and (10) continue to apply to those transferred elective contributions.

     Section 13.07 LIQUIDATION OF THE TRUST FUND. Upon complete or partial termination of the Plan, or upon complete discontinuance of contributions to the Plan, the Accounts of all Participants affected thereby shall become fully vested and nonforfeitable, and the Committee shall distribute the assets remaining in the Trust Fund, after payment of any expenses properly chargeable thereto, to Participants, Former Participants and Beneficiaries in proportion to their respective Account balances; provided, however, that no Participating

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Employer maintains a successor plan. All distributions on the plan termination will be made in accordance with Article V.

     Section 13.08 TERMINATION. Upon termination of the Plan, the distribution provisions of Article V and Article VI shall remain operative, except that:

A.	If the present value of the Participant’s Nonforfeitable Account does not exceed $1,000 ($5,000 prior to March 28, 2005), the Plan Administrator will direct the Trustee to distribute to the Participant the Participant’s Nonforfeitable Account to him in a lump sum as soon as administratively practicable after the Plan terminates; and
B.	If the present value of the Participant’s Nonforfeitable Account is greater than $1,000 ($5,000 prior to March 28, 2005) but does not exceed $5,000, and the Participant does not affirmatively elect to have such Nonforfeitable Account Balance paid directly to him or to an “eligible retirement plan,” his benefit shall be paid directly to an IRA established for the Participant pursuant to a written agreement between the Committee and the IRA provider that meets the requirements of Section 401(a)(31) of the Code and the regulations thereunder pursuant to the provisions in Section 5.02.C.2. as soon as administratively practicable after the Plan terminates.
C.	If the value of the Participant’s Nonforfeitable Account Balance is more than $5,000 as of the date of any distribution, payment to such Participant shall not be made unless the Participant consents in writing to the distribution. Consent to such distribution shall not be valid unless the Participant is informed of his right to defer receipt of the distribution. The Trustee shall be authorized to charge a reasonable fee for maintaining such Accounts.

     The Trust shall continue until the Trustee, after written direction from the Committee, has distributed all of the benefits under the Plan. To liquidate the Trust, the Committee will, to the extent required, purchase a deferred annuity contract for each Participant that protects the Participant’s distribution rights under the Plan, if the Participant’s Nonforfeitable Account exceeds $1,000 ($5,000 prior to March 28, 2005), and the Participant does not elect an immediate distribution pursuant to this Section 13.08. Upon termination of the Plan, the amount, if any, in a suspense account under Appendix F shall revert to the Employer, subject to the conditions of the Treasury Regulations permitting such a reversion.

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This Plan has been executed on December 31, 2008.

TELEFLEX INCORPORATED
By:	/s/ Terry Moulder
Title:	Vice President -    HR Operations

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EX-10.9

Exhibit 10.9

FIRST AMENDMENT

TO EMPLOYMENT AGREEMENT

     This First Amendment (“Amendment”) to the Employment Agreement (“Agreement”) dated as of May 5, 2006, between Teleflex Incorporated (the “Company”) and Jeffrey P. Black (“Executive”) is hereby made by the Company and the Executive effective as of January 1, 2009.

Background Information

A.	Executive is employed by the Company as its Chairman and Chief Executive Officer.
B.	The Company and Executive (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations and other guidance issued thereunder.
C.	Section 29 of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

     In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof: “provided that, if it shall be determined that earlier payment or provision of such compensation or benefits would not result in adverse tax consequences under Section 409A of the Code, ‘Commencement Date’ shall mean the earliest such date.”
2.	The definition of “Insurance Benefits Period’’ is amended to read as follows: “‘Insurance Benefits Period’ means the thirty-six (36) month period commencing on the Termination Date.”
3.	The definition of “Termination Date” is amended in its entirety to read as follows: “‘Termination Date’ means the date specified in a Notice of Termination complying with the provisions of Section 10, as such Notice of Termination may be amended by mutual consent of the parties, which date shall be the date the Executive’s Termination of Employment occurs.”
4.	The definition of “Termination of Employment” is amended in its entirety to read as follows: “‘Termination of Employment’ means a cessation of Employment which occurs prior to Executive’s attaining the age of 62 years, other than such a cessation occurring by reason of Executive’s death or Disability. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.”

5. Section 7 of the Agreement is amended by the addition of the following to the end thereof: “The reimbursements and in-kind benefits set forth in the prior two sentences shall be provided for expenses and services incurred during the term of this Agreement, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. All reimbursements under this provision shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred, and all requests for reimbursement must be made by the Executive no later than 15 days before that date in order to be eligible for reimbursement hereunder. The Executive’s right to have the Company pay such expenses or provide such in-kind benefits may not be liquidated or exchanged for any other benefit.”

6. Section 9 of the Agreement is amended by the addition of the following at the end thereof: “All reimbursements under this provision shall be for expenses incurred during the term of this Agreement and shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred; all requests for reimbursement must be made by the Executive no later than 15 days before that date in order to be eligible for reimbursement hereunder. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such expenses may not be liquidated or exchanged for any other benefit.”

7. Section 11(f) of the Agreement, “Health Insurance,” is amended to read as follows: “Health Insurance. Subject to the provisions of the last sentence of this Subsection, during the Severance Compensation Period, the Company will reimburse Executive in cash monthly in an amount equal to Executive’s after-tax cost actually incurred by Executive to maintain health insurance coverage from commercial sources that is comparable to the health care coverage Executive last elected as an employee for himself, his spouse and dependents under the Company’s health care plan covering Executive. The aggregate premium cost of providing such insurance will be borne by the Company and Executive in accordance with the Company’s policy then in effect for employee participation in premiums, on substantially the same terms as would be applicable to an executive officer of the Company. All reimbursements under this provision shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred, and all requests for reimbursement must be made by the Executive no later than 15 days before that date in order to be eligible for reimbursement hereunder. Notwithstanding the foregoing, the COBRA health care continuation coverage (“COBRA Coverage”) period under Section 4980B of the Code shall begin on the Termination Date and continue to run concurrently with the Severance Compensation Period, and the Company shall pay the same portion of the cost of COBRA Coverage as it pays for the same level and type of coverage for similarly situated active employees in lieu of reimbursement of alternative commercially available comparable coverage during the COBRA health care continuation coverage period. If at any time during the Severance Compensation Period similar health insurance coverage shall become available to Executive in connection with Executive’s employment by another employer, Executive will advise the Company, and the Company may terminate the COBRA Coverage subsidy and/or payments provided by the Company pursuant to this Subsection, effective on the date when Executive has the opportunity to be covered by such other health insurance coverage.”

8. Section 12(c) of the Agreement, “SERP,” is amended in its entirety to read as follows: “SERP. “On the Commencement Date, Executive shall receive a lump sum cash payment equal to the sum of the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for

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	each of the next three (3) plan years following the plan year which includes in the Termination Date, assuming that Executive’s “Compensation” and “Bonus,” as those terms are defined in the Deferred Compensation Plan, for each of the three (3) plan years immediately following the plan year which includes the Termination Date are the same as Executive’s Compensation and Bonus for the plan year which includes the Termination Date.”
9.	Section 12(d) of the Agreement, “Outplacement,” is amended in its entirety to read as follows: “Outplacement. Beginning on the Termination Date and ending on the earlier of the last day of the second calendar year beginning after the Year of Termination or the first date Executive is employed by another employer, the Company shall reimburse Executive for the cost of outplacement assistance services, up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Executive. The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1 of the calendar year after the calendar year in which the expense was incurred.”
10.	Section 12(e) of the Agreement, “Automobile,” is amended in its entirety to read as follows: “Automobile. If the Executive was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, the Company will provide Executive with a monthly vehicle allowance equal to what it would cost Executive to lease the vehicle utilized by the Executive immediately prior to his Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease, for the Severance Compensation Period. The Company shall pay Executive the vehicle allowance as follows: (i) a lump sum cash amount equal to seven times the monthly vehicle allowance, on the Commencement Date; and (ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month thereafter for which the vehicle allowance is provided.”

11. The last sentence of Section 13(b) of the Agreement is amended to read as follows: “The Company shall pay the Gross-Up Payment to Executive on the Commencement Date or, if later, within ten days after the Accounting Firm’s determination; provided, however, in no event shall the Gross-Up Payment be paid later than the end of the calendar year next following the calendar year in which the related excise tax is remitted to the Internal Revenue Service or any other applicable taxing authority.”

12. Section 21 of the Agreement, “Enforcement,” is amended by adding the following at the end thereof: “The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1^st of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company reimburse the payment of such expenses may not be liquidated or exchanged for any other benefit.”

13. Section 29 of the Agreement, “Amendment or Modification,” is amended by adding the following to the end thereof: “It is the Parties’ intention that the benefits and rights to which Executive could become entitled in connection with his Termination of Employment comply with Code Section 409A. If Executive or the Company believes, at any time, that any of such benefits or rights do not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it does comply with the most limited economic effect on both the Executive and the Company.”

3

14. Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

4

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to Employment Agreement on this 23^rd day of December, 2008.

TELEFLEX INCORPORATED	EXECUTIVE
By: /s/ Laurence G. Miller	/s/ Jeffrey P. Black
Name: Laurence G. Miller	Jeffrey P. Black
Title: Executive Vice President,
General Counsel and Secretary

5

EX-10.10

Exhibit 10.10

FIRST AMENDMENT

TO EXECUTIVE CHANGE IN CONTROL AGREEMENT

     This First Amendment (“Amendment”) to the Executive Change in Control Agreement (“Agreement”) dated as of June 21, 2005, between Teleflex Incorporated (the “Company”) and Laurence G. Miller (“Employee”) is hereby made by the Company and Employee effective as of January 1, 2009.

Background Information

A.	The Company and Employee (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.
B.	Section 16(a) of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

     In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“, unless earlier payment of compensation or benefits under this Agreement is permissible under Section 409A of the Code, in which case Commencement Date shall mean the earliest permissible date.”
2.	The definition of “Termination of Employment” is amended by adding the following at the end thereof:
	“Employee’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipated that no further service would be performed after a certain date or that the level of bona fide services Employee would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately proceeding 36-month period (or actual period of service, if less).”
3.	Subsection (iii) of Section 3(c) of the Agreement is amended in its entirety to read as follows:

	“(iii) in the event the Employee was a participant in such plan prior to the Termination Date, the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the next two (2) plan years following the plan year which includes the Termination Date, based upon the Employee’s Compensation and Bonus, as those terms are defined in the Deferred Compensation Plan, for each of the two (2) plan years immediately following the plan year which includes the Termination Date and are the same as Employee’s Compensation and Target Bonus for the plan year which includes the Termination Date.”
4.	Section 3(d)(i) of the Agreement is amended in its entirety to read as follows:
	“Employee shall receive an amount equal to two times Employee’s Base Salary (the “Base Salary Severance Amount”), which shall be divided into 24 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next seventeen months . However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments (increased by one additional month for each completed year of full-time employment by Employee from and after January 1, 2008, not to exceed an additional six months) and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid.”
5.	Section 3(d)(ii) of the Agreement is amended by adding the following at the end thereof:
	“The amount paid on each such date shall be paid in the form of a single lump sum cash payment.”
6.	Section 3(d)(iii) of the Agreement is amended in its entirety to read as follows:
	“The Company shall continue to provide health and dental benefits under the Company’s then-current health and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. If the continuation of coverage under the Company’s health and dental plans for Employee and Employee’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or balance thereof) so that Employee will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash

2

	on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”
7.	Section 3(d)(iv) of the Agreement is amended in its entirety to read as follows:
	“The Company shall reimburse Employee for the cost of outplacement assistance services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
8.	Section 3(d)(v) of the Agreement is renumbered as Section 3(e) (and the remaining subsections of Section 3 are renumbered accordingly) and amended in its entirety to read as follows:
	“(e) If Employee was provided with the use of an automobile as of the Termination Date, Employee may continue to use such automobile during the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date.”
9.	Section 3(f) of the Agreement (Section 3(g) after renumbering) is amended in its entirety to read as follows:
	“As a condition to the obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee immediately following the Termination Date a written waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustments reasonably determined by the Company to be necessary to comply with applicable laws and regulations in effect as of Employee’s Termination

3

	Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided to Employee pursuant to this Agreement.”
10.	The following new Section 3(h) is added to the Agreement:
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 3 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements over some or all of the applicable Benefit Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Employee is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Employee’s Termination of Employment, Employee shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Employee for any such payments on the first business day that is more than six months after the Termination Date.”
11.	Section 4(b) of the Agreement is amended by adding the following at the end thereof:
	“In no event will the Gross-Up Payment be made later than the end of Employee’s taxable year next following the taxable year in which the related excise tax is remitted to the Internal Revenue Service or any other applicable taxing authority, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to make the Gross-Up Payment to Employee in accordance with the terms set forth in this Section 4(b).”
12.	Section 8 of the Agreement, “Enforcement”, is amended by adding the following at the end thereof:
	“The Company shall reimburse Employee for expenses under this Section 8 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Employee for expenses as set forth in this Section 8. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any

4

	given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employee’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.”
13.	The following new Section 16(d) is added to the Agreement: “(d) It is the Parties’ intention that the benefits and rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee or the Company believes, at any time, that any of such benefits or rights do not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Employee and the Company).”
14.	Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

5

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Executive Change in Control Agreement on this 20^th day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By: Name:	/s/ Jeffrey P. Black Jeffrey P. Black	/s/ Laurence G. Miller Laurence G. Miller
Title:	Chairman, Chief Executive Officer
	and President

6

EX-10.11

Exhibit 10.11

FIRST AMENDMENT

TO EXECUTIVE CHANGE IN CONTROL AGREEMENT

     This First Amendment (“Amendment”) to the Executive Change in Control Agreement (“Agreement”) dated as of June 21, 2005, between Teleflex Incorporated (the “Company”) and Kevin K. Gordon (“Employee”) is hereby made by the Company and Employee effective as of January 1, 2009.

Background Information

A.	The Company and Employee (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.
B.	Section 16(a) of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

     In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“, unless earlier payment of compensation or benefits under this Agreement is permissible under Section 409A of the Code, in which case Commencement Date shall mean the earliest permissible date.”
2.	The definition of “Termination of Employment” is amended by adding the following at the end thereof:
	“Employee’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipated that no further service would be performed after a certain date or that the level of bona fide services Employee would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately proceeding 36-month period (or actual period of service, if less).”
3.	Subsection (iii) of Section 3(c) of the Agreement is amended in its entirety to read as follows:

“(iii) in the event the Employee was a participant in such plan prior to the Termination Date, the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the next two (2) plan years following the plan year which includes the Termination Date, based upon the Employee’s Compensation and Bonus, as those terms are defined in the Deferred Compensation Plan, for each of the two (2) plan years immediately following the plan year which includes the Termination Date and are the same as Employee’s Compensation and Target Bonus for the plan year which includes the Termination Date.”

4.	Section 3(d)(i) of the Agreement is amended in its entirety to read as follows:
	“Employee shall receive an amount equal to two times Employee’s Base Salary (the “Base Salary Severance Amount”), which shall be divided into 24 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next seventeen months . However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments (increased by one additional month for each completed year of full-time employment by Employee from and after January 1, 2008, not to exceed an additional six months) and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid.”
5.	Section 3(d)(ii) of the Agreement is amended by adding the following at the end thereof:
	“The amount paid on each such date shall be paid in the form of a single lump sum cash payment.”
6.	Section 3(d)(iii) of the Agreement is amended in its entirety to read as follows:
	“The Company shall continue to provide health and dental benefits under the Company’s then-current health and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. If the continuation of coverage under the Company’s health and dental plans for Employee and Employee’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or balance thereof) so that Employee will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash

2

on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”

7.	Section 3(d)(iv) of the Agreement is amended in its entirety to read as follows:
	“The Company shall reimburse Employee for the cost of outplacement assistance services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
8.	Section 3(d)(v) of the Agreement is renumbered as Section 3(e) (and the remaining subsections of Section 3 are renumbered accordingly) and amended in its entirety to read as follows:
	“(e) If Employee was provided with the use of an automobile as of the Termination Date, Employee may continue to use such automobile during the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date.”
9.	Section 3(f) of the Agreement (Section 3(g) after renumbering) is amended in its entirety to read as follows:
	“As a condition to the obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee immediately following the Termination Date a written waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustments reasonably determined by the Company to be necessary to comply with applicable laws and regulations in effect as of Employee’s Termination

3

Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided to Employee pursuant to this Agreement.”

10.	The following new Section 3(h) is added to the Agreement:
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 3 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements over some or all of the applicable Benefit Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Employee is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Employee’s Termination of Employment, Employee shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Employee for any such payments on the first business day that is more than six months after the Termination Date.”
11.	Section 4(b) of the Agreement is amended by adding the following at the end thereof:
	“In no event will the Gross-Up Payment be made later than the end of Employee’s taxable year next following the taxable year in which the related excise tax is remitted to the Internal Revenue Service or any other applicable taxing authority, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to make the Gross-Up Payment to Employee in accordance with the terms set forth in this Section 4(b).”
12.	Section 8 of the Agreement, “Enforcement”, is amended by adding the following at the end thereof:
	“The Company shall reimburse Employee for expenses under this Section 8 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Employee for expenses as set forth in this Section 8. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any

4

given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employee’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.”

13.	The following new Section 16(d) is added to the Agreement:
	“(d) It is the Parties’ intention that the benefits and rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee or the Company believes, at any time, that any of such benefits or rights do not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Employee and the Company).”
14.	Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

5

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Executive Change in Control Agreement on this 22^nd day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By:	/s/ Jeffrey P. Black	/s/ Kevin K. Gordon
Name:	Jeffrey P. Black	Kevin K. Gordon
Title:	Chairman, Chief Executive Officer and President

6

EX-10.12

Exhibit 10.12

FIRST AMENDMENT

TO EXECUTIVE CHANGE IN CONTROL AGREEMENT

         This First Amendment (“Amendment”) to the Executive Change in Control Agreement (“Agreement”) dated as of June 21, 2005, between Teleflex Incorporated (the “Company”) and Vince Northfield (“Employee”) is hereby made by the Company and Employee effective as of January 1, 2009.

Background Information

A.	The Company and Employee (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.
B.	Section 16(a) of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

         In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“, unless earlier payment of compensation or benefits under this Agreement is permissible under Section 409A of the Code, in which case Commencement Date shall mean the earliest permissible date.”
2.	The definition of “Termination of Employment” is amended by adding the following at the end thereof:
	“Employee’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipated that no further service would be performed after a certain date or that the level of bona fide services Employee would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately proceeding 36-month period (or actual period of service, if less).”
3.	Subsection (iii) of Section 3(c) of the Agreement is amended in its entirety to read as follows:

“(iii) in the event the Employee was a participant in such plan prior to the Termination Date, the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the next two (2) plan years following the plan year which includes the Termination Date, based upon the Employee’s Compensation and Bonus, as those terms are defined in the Deferred Compensation Plan, for each of the two (2) plan years immediately following the plan year which includes the Termination Date and are the same as Employee’s Compensation and Target Bonus for the plan year which includes the Termination Date.”

4.	Section 3(d)(i) of the Agreement is amended in its entirety to read as follows:
	“Employee shall receive an amount equal to two times Employee’s Base Salary (the “Base Salary Severance Amount”), which shall be divided into 24 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next seventeen months . However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments (increased by one additional month for each completed year of full-time employment by Employee from and after January 1, 2008, not to exceed an additional six months) and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid.”
5.	Section 3(d)(ii) of the Agreement is amended by adding the following at the end thereof:
	“The amount paid on each such date shall be paid in the form of a single lump sum cash payment.”
6.	Section 3(d)(iii) of the Agreement is amended in its entirety to read as follows:
	“The Company shall continue to provide health and dental benefits under the Company’s then-current health and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. If the continuation of coverage under the Company’s health and dental plans for Employee and Employee’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or balance thereof) so that Employee will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash

2

on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”

7.	Section 3(d)(iv) of the Agreement is amended in its entirety to read as follows:
	“The Company shall reimburse Employee for the cost of outplacement assistance services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
8.	Section 3(d)(v) of the Agreement is renumbered as Section 3(e) (and the remaining subsections of Section 3 are renumbered accordingly) and amended in its entirety to read as follows:
	“(e) If Employee was provided with the use of an automobile as of the Termination Date, Employee may continue to use such automobile during the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date.”
9.	Section 3(f) of the Agreement (Section 3(g) after renumbering) is amended in its entirety to read as follows:
	“As a condition to the obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee immediately following the Termination Date a written waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustments reasonably determined by the Company to be necessary to comply with applicable laws and regulations in effect as of Employee’s Termination

3

Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided to Employee pursuant to this Agreement.”

10.	The following new Section 3(h) is added to the Agreement:
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 3 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements over some or all of the applicable Benefit Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Employee is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Employee’s Termination of Employment, Employee shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Employee for any such payments on the first business day that is more than six months after the Termination Date.”
11.	Section 4(b) of the Agreement is amended by adding the following at the end thereof:
	“In no event will the Gross-Up Payment be made later than the end of Employee’s taxable year next following the taxable year in which the related excise tax is remitted to the Internal Revenue Service or any other applicable taxing authority, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to make the Gross-Up Payment to Employee in accordance with the terms set forth in this Section 4(b).”
12.	Section 8 of the Agreement, “Enforcement”, is amended by adding the following at the end thereof:
	“The Company shall reimburse Employee for expenses under this Section 8 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Employee for expenses as set forth in this Section 8. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any

4

given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employee’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.”

13.

The following new Section 16(d) is added to the Agreement: “(d) It is the Parties’ intention that the benefits and rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee or the Company believes, at any time, that any of such benefits or rights do not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Employee and the Company).”

14.

Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

5

          IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Executive Change in Control Agreement on this 22^nd day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By: Name:	/s/ Jeffrey P. Black Jeffrey P. Black	/s/ Vince Northfield Vince Northfield
Title:	Chairman, Chief Executive Officer
	and President

6

EX-10.13

Exhibit 10.13

FIRST AMENDMENT

TO EXECUTIVE CHANGE IN CONTROL AGREEMENT

     This First Amendment (“Amendment”) to the Executive Change in Control Agreement (“Agreement”) dated as of October 23, 2006, between Teleflex Incorporated (the “Company”) and R. Ernest Waaser (“Employee”) is hereby made by the Company and Employee effective as of January 1, 2009.

Background Information

A. The Company and Employee (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.

B. Section 16(a) of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

     In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“, unless earlier payment of compensation or benefits under this Agreement is permissible under Section 409A of the Code, in which case Commencement Date shall mean the earliest permissible date.”
2.	The definition of “Termination of Employment” is amended by adding the following at the end thereof:
	“Employee’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipated that no further service would be performed after a certain date or that the level of bona fide services Employee would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately proceeding 36-month period (or actual period of service, if less).”
3.	Subsection (iii) of Section 3(c) of the Agreement is amended in its entirety to read as follows:

“(iii) in the event the Employee was a participant in such plan prior to the Termination Date, the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the next two (2) plan years following the plan year which includes the Termination Date, based upon the Employee’s Compensation and Bonus, as those terms are defined in the Deferred Compensation Plan, for each of the two (2) plan years immediately following the plan year which includes the Termination Date and are the same as Employee’s Compensation and Target Bonus for the plan year which includes the Termination Date.”

4.	Section 3(d)(i) of the Agreement is amended in its entirety to read as follows:
	“Employee shall receive an amount equal to two times Employee’s Base Salary (the “Base Salary Severance Amount”), which shall be divided into 24 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next seventeen months . However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments (increased by one additional month for each completed year of full-time employment by Employee from and after January 1, 2008, not to exceed an additional six months) and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid.”
5.	Section 3(d)(ii) of the Agreement is amended by adding the following at the end thereof:
	“The amount paid on each such date shall be paid in the form of a single lump sum cash payment.”
6.	Section 3(d)(iii) of the Agreement is amended in its entirety to read as follows:
	“The Company shall continue to provide health and dental benefits under the Company’s then-current health and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. If the continuation of coverage under the Company’s health and dental plans for Employee and Employee’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or balance thereof) so that Employee will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash

2

on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”

7.	Section 3(d)(iv) of the Agreement is amended in its entirety to read as follows:
	“The Company shall reimburse Employee for the cost of outplacement assistance services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
8.	Section 3(d)(v) of the Agreement is renumbered as Section 3(e) (and the remaining subsections of Section 3 are renumbered accordingly) and amended in its entirety to read as follows:
	“(e) If Employee was provided with the use of an automobile as of the Termination Date, Employee may continue to use such automobile during the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date.”

9.

Section 3(f) of the Agreement (Section 3(g) after renumbering) is amended in its entirety to read as follows:

“As a condition to the obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee immediately following the Termination Date a written waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustments reasonably determined by the Company to be necessary to comply with applicable laws and regulations in effect as of Employee’s Termination

3

Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided to Employee pursuant to this Agreement.”

10.	The following new Section 3(h) is added to the Agreement:
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 3 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements over some or all of the applicable Benefit Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Employee is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Employee’s Termination of Employment, Employee shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Employee for any such payments on the first business day that is more than six months after the Termination Date.”
11.	Section 4(b) of the Agreement is amended by adding the following at the end thereof:
	“In no event will the Gross-Up Payment be made later than the end of Employee’s taxable year next following the taxable year in which the related excise tax is remitted to the Internal Revenue Service or any other applicable taxing authority, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to make the Gross-Up Payment to Employee in accordance with the terms set forth in this Section 4(b).”
12.	Section 8 of the Agreement, “Enforcement”, is amended by adding the following at the end thereof:
	“The Company shall reimburse Employee for expenses under this Section 8 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Employee for expenses as set forth in this Section 8. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any

4

given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employee’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.”

13.

The following new Section 16(d) is added to the Agreement:

“(d) It is the Parties’ intention that the benefits and rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee or the Company believes, at any time, that any of such benefits or rights do not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Employee and the Company).”

14. Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

5

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Executive Change in Control Agreement on this 30^th day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By: Name:	/s/ Jeffrey P. Black Jeffrey P. Black	/s/ R. Ernest Waaser R. Ernest Waaser
Title:	Chairman, Chief Executive Officer
	and President

6

EX-10.14

Exhibit 10.14

FIRST AMENDMENT

TO EXECUTIVE CHANGE IN CONTROL AGREEMENT

     This First Amendment (“Amendment”) to the Executive Change in Control Agreement (“Agreement”) dated as of July 13, 2005, between Teleflex Incorporated (the “Company”) and John B. Suddarth (“Employee”) is hereby made by the Company and Employee effective as of January 1, 2009.

Background Information

A. The Company and Employee (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.

B. Section 16(a) of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

     In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“, unless earlier payment of compensation or benefits under this Agreement is permissible under Section 409A of the Code, in which case Commencement Date shall mean the earliest permissible date.”
2.	The definition of “Termination of Employment” is amended by adding the following at the end thereof:
	“Employee’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipated that no further service would be performed after a certain date or that the level of bona fide services Employee would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately proceeding 36-month period (or actual period of service, if less).”
3.	Subsection (iii) of Section 3(c) of the Agreement is amended in its entirety to read as follows:

	“(iii) in the event the Employee was a participant in such plan prior to the Termination Date, the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the next two (2) plan years following the plan year which includes the Termination Date, based upon the Employee’s Compensation and Bonus, as those terms are defined in the Deferred Compensation Plan, for each of the two (2) plan years immediately following the plan year which includes the Termination Date and are the same as Employee’s Compensation and Target Bonus for the plan year which includes the Termination Date.”
4.	Section 3(d)(i) of the Agreement is amended in its entirety to read as follows:
	“Employee shall receive an amount equal to two times Employee’s Base Salary (the “Base Salary Severance Amount”), which shall be divided into 24 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next seventeen months . However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments (increased by one additional month for each completed year of full-time employment by Employee from and after January 1, 2008, not to exceed an additional six months) and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid.”
5.	Section 3(d)(ii) of the Agreement is amended by adding the following at the end thereof:
	“The amount paid on each such date shall be paid in the form of a single lump sum cash payment.”
6.	Section 3(d)(iii) of the Agreement is amended in its entirety to read as follows:
	“The Company shall continue to provide health and dental benefits under the Company’s then-current health and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. If the continuation of coverage under the Company’s health and dental plans for Employee and Employee’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or balance thereof) so that Employee will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash

2

on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”

7.	Section 3(d)(iv) of the Agreement is amended in its entirety to read as follows:
	“The Company shall reimburse Employee for the cost of outplacement assistance services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
8.	Section 3(d)(v) of the Agreement is renumbered as Section 3(e) (and the remaining subsections of Section 3 are renumbered accordingly) and amended in its entirety to read as follows:
	“(e) If Employee was provided with the use of an automobile as of the Termination Date, Employee may continue to use such automobile during the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date.”
9.	Section 3(f) of the Agreement (Section 3(g) after renumbering) is amended in its entirety to read as follows:
	“As a condition to the obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee immediately following the Termination Date a written waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustments reasonably determined by the Company to be necessary to comply with applicable laws and regulations in effect as of Employee’s Termination

3

	Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided to Employee pursuant to this Agreement.”
10.	The following new Section 3(h) is added to the Agreement:
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 3 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements over some or all of the applicable Benefit Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Employee is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Employee’s Termination of Employment, Employee shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Employee for any such payments on the first business day that is more than six months after the Termination Date.”
11.	Section 4(b) of the Agreement is amended by adding the following at the end thereof:
	“In no event will the Gross-Up Payment be made later than the end of Employee’s taxable year next following the taxable year in which the related excise tax is remitted to the Internal Revenue Service or any other applicable taxing authority, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to make the Gross-Up Payment to Employee in accordance with the terms set forth in this Section 4(b).”
12.	Section 8 of the Agreement, “Enforcement”, is amended by adding the following at the end thereof:
	“The Company shall reimburse Employee for expenses under this Section 8 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Employee for expenses as set forth in this Section 8. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any

4

	given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employee’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.”
13.	The following new Section 16(d) is added to the Agreement:
	“(d) It is the Parties’ intention that the benefits and rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee or the Company believes, at any time, that any of such benefits or rights do not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Employee and the Company).”

14. Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

5

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Executive Change in Control Agreement on this 23^rd day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By: Name:	/s/ Jeffrey P. Black Jeffrey P. Black	/s/ John B. Suddarth John B. Suddarth
Title:	Chairman, Chief Executive Officer and President

6

EX-10.15

Exhibit 10.15

FIRST AMENDMENT

TO EXECUTIVE CHANGE IN CONTROL AGREEMENT

     This First Amendment (“Amendment”) to the Executive Change in Control Agreement (“Agreement”) dated as of June 21, 2005, between Teleflex Incorporated (the “Company”) and Randall P. Gaboriault (“Employee”) is hereby made by the Company and Employee effective as of January 1, 2009.

Background Information

A.	The Company and Employee (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.
B.	Section 16(a) of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

     In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“, unless earlier payment of compensation or benefits under this Agreement is permissible under Section 409A of the Code, in which case Commencement Date shall mean the earliest permissible date.”
2.	The definition of “Termination of Employment” is amended by adding the following at the end thereof:
	“Employee’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipated that no further service would be performed after a certain date or that the level of bona fide services Employee would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately proceeding 36-month period (or actual period of service, if less).”
3.	Subsection (iii) of Section 3(c) of the Agreement is amended in its entirety to read as follows:

	“(iii) in the event the Employee was a participant in such plan prior to the Termination Date, the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the next two (2) plan years following the plan year which includes the Termination Date, based upon the Employee’s Compensation and Bonus, as those terms are defined in the Deferred Compensation Plan, for each of the two (2) plan years immediately following the plan year which includes the Termination Date and are the same as Employee’s Compensation and Target Bonus for the plan year which includes the Termination Date.”
4.	Section 3(d)(i) of the Agreement is amended in its entirety to read as follows:
	“Employee shall receive an amount equal to two times Employee’s Base Salary (the “Base Salary Severance Amount”), which shall be divided into 24 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next seventeen months . However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments (increased by one additional month for each completed year of full-time employment by Employee from and after January 1, 2008, not to exceed an additional six months) and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid.”
5.	Section 3(d)(ii) of the Agreement is amended by adding the following at the end thereof:
	“The amount paid on each such date shall be paid in the form of a single lump sum cash payment.”
6.	Section 3(d)(iii) of the Agreement is amended in its entirety to read as follows:
	“The Company shall continue to provide health and dental benefits under the Company’s then-current health and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. If the continuation of coverage under the Company’s health and dental plans for Employee and Employee’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or balance thereof) so that Employee will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash

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on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”

7.	Section 3(d)(iv) of the Agreement is amended in its entirety to read as follows:
	“The Company shall reimburse Employee for the cost of outplacement assistance services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
8.	Section 3(d)(v) of the Agreement is renumbered as Section 3(e) (and the remaining subsections of Section 3 are renumbered accordingly) and amended in its entirety to read as follows:
	“(e) If Employee was provided with the use of an automobile as of the Termination Date, Employee may continue to use such automobile during the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date.”
9.	Section 3(f) of the Agreement (Section 3(g) after renumbering) is amended in its entirety to read as follows:
	“As a condition to the obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee immediately following the Termination Date a written waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustments reasonably determined by the Company to be necessary to comply with applicable laws and regulations in effect as of Employee’s Termination

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	Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided to Employee pursuant to this Agreement.”
10.	The following new Section 3(h) is added to the Agreement:
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 3 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements over some or all of the applicable Benefit Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Employee is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Employee’s Termination of Employment, Employee shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Employee for any such payments on the first business day that is more than six months after the Termination Date.”
11.	Section 4(b) of the Agreement is amended by adding the following at the end thereof:
	“In no event will the Gross-Up Payment be made later than the end of Employee’s taxable year next following the taxable year in which the related excise tax is remitted to the Internal Revenue Service or any other applicable taxing authority, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to make the Gross-Up Payment to Employee in accordance with the terms set forth in this Section 4(b).”
12.	Section 8 of the Agreement, “Enforcement”, is amended by adding the following at the end thereof:
	“The Company shall reimburse Employee for expenses under this Section 8 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Employee for expenses as set forth in this Section 8. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any

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	given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employee’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.”
13.	The following new Section 16(d) is added to the Agreement:
	“(d) It is the Parties’ intention that the benefits and rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee or the Company believes, at any time, that any of such benefits or rights do not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Employee and the Company).”
14.	Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

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     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Executive Change in Control Agreement on this 22^nd day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By:	/s/ Jeffrey P. Black	/s/ Randall P. Gaboriault
Name:	Jeffrey P. Black	Randall P. Gaboriault
Title:	Chairman, Chief Executive Officer and President

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EX-10.18

Exhibit 10.18

FIRST AMENDMENT

TO SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT

          This First Amendment (“Amendment”) to the Senior Executive Officer Severance Agreement (“Agreement”) dated as of March 26, 2007, between Teleflex Incorporated (the “Company”) and Kevin K. Gordon (“Executive”) is hereby made by the Company and Executive effective as of January 1, 2009.

Background Information

A.	The Company and Executive (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.
B.	Section 18 of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

         In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“provided that, if it shall be determined that earlier payment or provision of such compensation or benefits is permissible under Section 409A of the Code, ‘Commencement Date’ shall mean the earliest such permissible date.”
2.	The following new definition of “Disability” is added:
	“’Disability’ shall mean Executive’s continuous illness, injury or incapacity for a period of six consecutive months.”
3.	The definition of “Insurance Benefit Period” is amended to provide that it is the period commencing on the “Termination Date” instead of the period commencing on the “Commencement Date.”
4.	The definition of “Termination Date” is amended by adding the following to the end thereof:
	“, which date shall be the date Executive’s Termination of Employment occurs.”
5.	The definition of “Termination of Employment” is amended in its entirety to read as follows:

	“’Termination of Employment’ means a cessation of Employment for any reason, other than a cessation occurring (i) by reason of Executive’s death or Disability or (ii) under circumstances which would entitle Executive to receive compensation and benefits pursuant to the Change in Control Agreement. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actuarial period of service, if less).”
6.	The first clause of Section 4(a) of the Agreement, “Cash Bonuses for Years Preceding the Year of Termination”, is amended in its entirety to read as follows:
	“If any cash bonus pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the later of the 15th day following the Termination Date or the date that is 2-1/2 months following the end of the Performance Period;”
7.	Section 4(c) of the Agreement, “Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date”, is amended by adding the following to the end thereof:
	“The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the later of the Commencement Date or the date that is 2-1/2 months following the end of the Performance Period.”
8.	Section 4(d) of the Agreement, “Vehicle Allowance”, is amended in its entirety to read as follows:
	“The Company shall pay Executive a monthly cash vehicle allowance during the Severance Compensation Period equal to what it would cost Executive to lease the vehicle utilized by Executive immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The Company shall pay Executive (i) a lump sum cash amount equal to seven times the monthly vehicle allowance on the Commencement Date; and (ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month thereafter for which the vehicle allowance is provided.”
9.	Section 4(e) of the Agreement, “Outplacement”, is amended by adding the following to the end thereof:
	“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the

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	expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
10.	Section 4(f) of the Agreement, “Health Care Coverage”, is amended in its entirety to read as follows:
	“(f) Health Care Coverage. During the Health Care Continuation Period, the Company will provide health care coverage under the Company’s then-current health care Plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the continuation of coverage under the Company’s health care Plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the Company will pay Executive a lump sum cash payment on the last day of each applicable month during the Health Care Continuation Period so that Executive will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care Plan, the Company will reimburse Executive in cash on the last day of each month during the Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by Executive for that month to maintain health insurance coverage from commercial sources that is comparable to the health care coverage Executive last elected as an employee for Executive and Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by the Executive for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”
11.	Section 4(g) of the Agreement, “Life and Accident Insurance”, is amended by renumbering clause (ii) as clause (iii) and adding the following new clause (ii):
	“(ii) during the period from the Termination Date through the Commencement Date, Executive shall pay the entire cost of such life and accident insurance coverage, and”
12.	The Agreement is amended by adding the following new Section 4(h):
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 4 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such

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	reimbursements over some or all of the applicable Severance Compensation Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Executive is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Executive’s termination of employment, Executive shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Executive for any such payments on the first business day that is more than six months after the Termination Date.”
13.	Section 11 of the Agreement, “Enforcement”, is amended by adding the following to the end thereof:
	“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1 of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company reimburse the payment of such expenses may not be liquidated or exchanged for any other benefit.”
14.	Section 18 of the Agreement, “Amendment or Modification”, is amended by added the following to the end thereof:
	“It is the Parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment comply with Code Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).”
15.	Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

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          IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Senior Executive Officer Severance Agreement on this 22^nd day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By: Name:	/s/ Jeffrey P. Black Jeffrey P. Black	/s/ Kevin K. Gordon Kevin K. Gordon
Title:	Chairman, Chief Executive Officer
	and President

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EX-10.19

Exhibit 10.19

FIRST AMENDMENT

TO SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT

     This First Amendment (“Amendment”) to the Senior Executive Officer Severance Agreement (“Agreement”) dated as of March 26, 2007, between Teleflex Incorporated (the “Company”) and Laurence G. Miller (“Executive”) is hereby made by the Company and Executive effective as of January 1, 2009.

Background Information

A. The Company and Executive (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.

B. Section 18 of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

     In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1. The definition of “Commencement Date” is amended by deleting the following from the end thereof:

“provided that, if it shall be determined that earlier payment or provision of such compensation or benefits is permissible under Section 409A of the Code, ‘Commencement Date’ shall mean the earliest such permissible date.”

2. The following new definition of “Disability” is added:

“‘Disability’ shall mean Executive’s continuous illness, injury or incapacity for a period of six consecutive months.”

3. The definition of “Insurance Benefit Period” is amended to provide that it is the period commencing on the “Termination Date” instead of the period commencing on the “Commencement Date.”

4. The definition of “Termination Date” is amended by adding the following to the end thereof:

“, which date shall be the date Executive’s Termination of Employment occurs.”

5. The definition of “Termination of Employment” is amended in its entirety to read as follows:

“’Termination of Employment’ means a cessation of Employment for any reason, other than a cessation occurring (i) by reason of Executive’s death or Disability or (ii) under circumstances which would entitle Executive to receive compensation and benefits pursuant to the Change in Control Agreement. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actuarial period of service, if less).”

6. The first clause of Section 4(a) of the Agreement, “Cash Bonuses for Years Preceding the Year of Termination”, is amended in its entirety to read as follows:

“If any cash bonus pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the later of the 15^th day following the Termination Date or the date that is 2-1/2 months following the end of the Performance Period;”

7. Section 4(c) of the Agreement, “Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date”, is amended by adding the following to the end thereof:

“The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the later of the Commencement Date or the date that is 2-1/2 months following the end of the Performance Period.”

8. Section 4(d) of the Agreement, “Vehicle Allowance”, is amended in its entirety to read as follows:

“The Company shall pay Executive a monthly cash vehicle allowance during the Severance Compensation Period equal to what it would cost Executive to lease the vehicle utilized by Executive immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The Company shall pay Executive (i) a lump sum cash amount equal to seven times the monthly vehicle allowance on the Commencement Date; and (ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month thereafter for which the vehicle allowance is provided.”

9. Section 4(e) of the Agreement, “Outplacement”, is amended by adding the following to the end thereof:

“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1^st of the calendar year after the calendar year in which the

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expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”

10. Section 4(f) of the Agreement, “Health Care Coverage”, is amended in its entirety to read as follows:

“(f) Health Care Coverage. During the Health Care Continuation Period, the Company will provide health care coverage under the Company’s then-current health care Plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the continuation of coverage under the Company’s health care Plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the Company will pay Executive a lump sum cash payment on the last day of each applicable month during the Health Care Continuation Period so that Executive will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care Plan, the Company will reimburse Executive in cash on the last day of each month during the Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by Executive for that month to maintain health insurance coverage from commercial sources that is comparable to the health care coverage Executive last elected as an employee for Executive and Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by the Executive for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”

11. Section 4(g) of the Agreement, “Life and Accident Insurance”, is amended by renumbering clause (ii) as clause (iii) and adding the following new clause (ii):

“(ii) during the period from the Termination Date through the Commencement Date, Executive shall pay the entire cost of such life and accident insurance coverage, and”

12. The Agreement is amended by adding the following new Section 4(h):

“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 4 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such

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reimbursements over some or all of the applicable Severance Compensation Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Executive is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Executive’s termination of employment, Executive shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Executive for any such payments on the first business day that is more than six months after the Termination Date.”

13. Section 11 of the Agreement, “Enforcement”, is amended by adding the following to the end thereof:

“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1 of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company reimburse the payment of such expenses may not be liquidated or exchanged for any other benefit.”

14. Section 18 of the Agreement, “Amendment or Modification”, is amended by added the following to the end thereof:

“It is the Parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment comply with Code Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).”

15. Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

4

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Senior Executive Officer Severance Agreement on this 19^th day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By: Name:	/s/ Jeffrey P. Black  Jeffrey P. Black	/s/ Laurence G. Miller Laurence G. Miller
Title:	Chairman, Chief Executive Officer
	and President

5

EX-10.20

Exhibit 10.20

FIRST AMENDMENT

TO SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT

          This First Amendment (“Amendment”) to the Senior Executive Officer Severance Agreement (“Agreement”) dated as of March 26, 2007, between Teleflex Incorporated (the “Company”) and R. Ernest Waaser (“Executive”) is hereby made by the Company and Executive effective as of January 1, 2009.

Background Information

A.	The Company and Executive (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.
B.	Section 18 of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

          In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“provided that, if it shall be determined that earlier payment or provision of such compensation or benefits is permissible under Section 409A of the Code, ‘Commencement Date’ shall mean the earliest such permissible date.”
2.	The following new definition of “Disability” is added:
	“’Disability’ shall mean Executive’s continuous illness, injury or incapacity for a period of six consecutive months.”
3.	The definition of “Insurance Benefit Period” is amended to provide that it is the period commencing on the “Termination Date” instead of the period commencing on the “Commencement Date.”
4.	The definition of “Termination Date” is amended by adding the following to the end thereof:
	“, which date shall be the date Executive’s Termination of Employment occurs.”
5.	The definition of “Termination of Employment” is amended in its entirety to read as follows:

“’Termination of Employment’ means a cessation of Employment for any reason, other than a cessation occurring (i) by reason of Executive’s death or Disability or (ii) under circumstances which would entitle Executive to receive compensation and benefits pursuant to the Change in Control Agreement. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actuarial period of service, if less).”

6.	The first clause of Section 4(a) of the Agreement, “Cash Bonuses for Years Preceding the Year of Termination”, is amended in its entirety to read as follows:
	“If any cash bonus pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the later of the 15th day following the Termination Date or the date that is 2-1/2 months following the end of the Performance Period;”
7.	Section 4(c) of the Agreement, “Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date”, is amended by adding the following to the end thereof:
	“The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the later of the Commencement Date or the date that is 2-1/2 months following the end of the Performance Period.”
8.	Section 4(d) of the Agreement, “Vehicle Allowance”, is amended in its entirety to read as follows:
	“The Company shall pay Executive a monthly cash vehicle allowance during the Severance Compensation Period equal to what it would cost Executive to lease the vehicle utilized by Executive immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The Company shall pay Executive (i) a lump sum cash amount equal to seven times the monthly vehicle allowance on the Commencement Date; and (ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month thereafter for which the vehicle allowance is provided.”
9.	Section 4(e) of the Agreement, “Outplacement”, is amended by adding the following to the end thereof:
	“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the

2

	expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
10.	Section 4(f) of the Agreement, “Health Care Coverage”, is amended in its entirety to read as follows:
	“(f) Health Care Coverage. During the Health Care Continuation Period, the Company will provide health care coverage under the Company’s then-current health care Plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the continuation of coverage under the Company’s health care Plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the Company will pay Executive a lump sum cash payment on the last day of each applicable month during the Health Care Continuation Period so that Executive will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care Plan, the Company will reimburse Executive in cash on the last day of each month during the Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by Executive for that month to maintain health insurance coverage from commercial sources that is comparable to the health care coverage Executive last elected as an employee for Executive and Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by the Executive for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”
11.	Section 4(g) of the Agreement, “Life and Accident Insurance”, is amended by renumbering clause (ii) as clause (iii) and adding the following new clause (ii):
	“(ii) during the period from the Termination Date through the Commencement Date, Executive shall pay the entire cost of such life and accident insurance coverage, and”
12.	The Agreement is amended by adding the following new Section 4(h):
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 4 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such

3

	reimbursements over some or all of the applicable Severance Compensation Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Executive is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Executive’s termination of employment, Executive shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Executive for any such payments on the first business day that is more than six months after the Termination Date.”
13.	Section 11 of the Agreement, “Enforcement”, is amended by adding the following to the end thereof:
	“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1 of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company reimburse the payment of such expenses may not be liquidated or exchanged for any other benefit.”
14.	Section 18 of the Agreement, “Amendment or Modification”, is amended by added the following to the end thereof:
	“It is the Parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment comply with Code Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).”
15.	Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

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          IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Senior Executive Officer Severance Agreement on this 30^th day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By:	/s/ Jeffrey P. Black	/s/ R. Ernest Waaser
Name:	Jeffrey P. Black	R. Ernest Waaser
Title:	Chairman, Chief Executive Officer and President

5

EX-10.21

Exhibit 10.21

FIRST AMENDMENT

TO SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT

     This First Amendment (“Amendment”) to the Senior Executive Officer Severance Agreement (“Agreement”) dated as of March 26, 2007, between Teleflex Incorporated (the “Company”) and Vince Northfield (“Executive”) is hereby made by the Company and Executive effective as of January 1, 2009.

Background Information

A. The Company and Executive (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.

B. Section 18 of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

     In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“provided that, if it shall be determined that earlier payment or provision of such compensation or benefits is permissible under Section 409A of the Code, ‘Commencement Date’ shall mean the earliest such permissible date.”

2.	The following new definition of “Disability” is added:
	“’Disability’ shall mean Executive’s continuous illness, injury or incapacity for a period of six consecutive months.”

3. The definition of “Insurance Benefit Period” is amended to provide that it is the period commencing on the “Termination Date” instead of the period commencing on the “Commencement Date.”

4.	The definition of “Termination Date” is amended by adding the following to the end thereof:
	“, which date shall be the date Executive’s Termination of Employment occurs.”

5. The definition of “Termination of Employment” is amended in its entirety to read as follows:

“’Termination of Employment’ means a cessation of Employment for any reason, other than a cessation occurring (i) by reason of Executive’s death or Disability or (ii) under circumstances which would entitle Executive to receive compensation and benefits pursuant to the Change in Control Agreement. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actuarial period of service, if less).”

6. The first clause of Section 4(a) of the Agreement, “Cash Bonuses for Years Preceding the Year of Termination”, is amended in its entirety to read as follows:

“If any cash bonus pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the later of the 15^th day following the Termination Date or the date that is 2-1/2 months following the end of the Performance Period;”

7. Section 4(c) of the Agreement, “Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date”, is amended by adding the following to the end thereof:

“The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the later of the Commencement Date or the date that is 2-1/2 months following the end of the Performance Period.”

8. Section 4(d) of the Agreement, “Vehicle Allowance”, is amended in its entirety to read as follows:

“The Company shall pay Executive a monthly cash vehicle allowance during the Severance Compensation Period equal to what it would cost Executive to lease the vehicle utilized by Executive immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The Company shall pay Executive (i) a lump sum cash amount equal to seven times the monthly vehicle allowance on the Commencement Date; and (ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month thereafter for which the vehicle allowance is provided.”

9. Section 4(e) of the Agreement, “Outplacement”, is amended by adding the following to the end thereof:

“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1^st of the calendar year after the calendar year in which the

2

	expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”
10.	Section 4(f) of the Agreement, “Health Care Coverage”, is amended in its entirety to read as follows: “(f) Health Care Coverage. During the Health Care Continuation Period, the Company will provide health care coverage under the Company’s then-current health care Plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the continuation of coverage under the Company’s health care Plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the Company will pay Executive a lump sum cash payment on the last day of each applicable month during the Health Care Continuation Period so that Executive will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care Plan, the Company will reimburse Executive in cash on the last day of each month during the Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by Executive for that month to maintain health insurance coverage from commercial sources that is comparable to the health care coverage Executive last elected as an employee for Executive and Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by the Executive for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”
11.	Section 4(g) of the Agreement, “Life and Accident Insurance”, is amended by renumbering clause (ii) as clause (iii) and adding the following new clause (ii): “(ii) during the period from the Termination Date through the Commencement Date, Executive shall pay the entire cost of such life and accident insurance coverage, and”
12.	The Agreement is amended by adding the following new Section 4(h): “(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 4 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such

3

	reimbursements over some or all of the applicable Severance Compensation Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Executive is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Executive’s termination of employment, Executive shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Executive for any such payments on the first business day that is more than six months after the Termination Date.”
13.	Section 11 of the Agreement, “Enforcement”, is amended by adding the following to the end thereof: “The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1 of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company reimburse the payment of such expenses may not be liquidated or exchanged for any other benefit.”
14.	Section 18 of the Agreement, “Amendment or Modification”, is amended by added the following to the end thereof: “It is the Parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment comply with Code Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).”
15.	Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

4

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Senior Executive Officer Severance Agreement on this 29^th day of December, 2008.

TELEFLEX INCORPORATED: EXECUTIVE:

By: Name:	/s/ Jeffrey P. Black Jeffrey P. Black	/s/ Vince Northfield  Vince Northfield
Title:	Chairman, Chief Executive Officer and President

5

EX-10.22

Exhibit 10.22

FIRST AMENDMENT

TO SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT

          This First Amendment (“Amendment”) to the Senior Executive Officer Severance Agreement (“Agreement”) dated as of March 26, 2007, between Teleflex Incorporated (the “Company”) and John B. Suddarth (“Executive”) is hereby made by the Company and Executive effective as of January 1, 2009.

Background Information

A.	The Company and Executive (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.
B.	Section 18 of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

          In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“ provided that, if it shall be determined that earlier payment or provision of such compensation or benefits is permissible under Section 409A of the Code, ‘Commencement Date’ shall mean the earliest such permissible date.”
2.	The following new definition of “Disability” is added:
	“’Disability’ shall mean Executive’s continuous illness, injury or incapacity for a period of six consecutive months.”
3.	The definition of “Insurance Benefit Period” is amended to provide that it is the period commencing on the “Termination Date” instead of the period commencing on the “Commencement Date.”
4.	The definition of “Termination Date” is amended by adding the following to the end thereof:
	“, which date shall be the date Executive’s Termination of Employment occurs.”
5.	The definition of “Termination of Employment” is amended in its entirety to read as follows:

“’Termination of Employment’ means a cessation of Employment for any reason, other than a cessation occurring (i) by reason of Executive’s death or Disability or (ii) under circumstances which would entitle Executive to receive compensation and benefits pursuant to the Change in Control Agreement. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actuarial period of service, if less).”

6.	The first clause of Section 4(a) of the Agreement, “Cash Bonuses for Years Preceding the Year of Termination”, is amended in its entirety to read as follows:
	“If any cash bonus pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the later of the 15th day following the Termination Date or the date that is 2-1/2 months following the end of the Performance Period;”
7.	Section 4(c) of the Agreement, “Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date”, is amended by adding the following to the end thereof:
	“The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the later of the Commencement Date or the date that is 2-1/2 months following the end of the Performance Period.”
8.	Section 4(d) of the Agreement, “Vehicle Allowance”, is amended in its entirety to read as follows:
	“The Company shall pay Executive a monthly cash vehicle allowance during the Severance Compensation Period equal to what it would cost Executive to lease the vehicle utilized by Executive immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The Company shall pay Executive (i) a lump sum cash amount equal to seven times the monthly vehicle allowance on the Commencement Date; and (ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month thereafter for which the vehicle allowance is provided.”
9.	Section 4(e) of the Agreement, “Outplacement”, is amended by adding the following to the end thereof:
	“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the

2

expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”

10.	Section 4(f) of the Agreement, “Health Care Coverage”, is amended in its entirety to read as follows:
	“(f) Health Care Coverage. During the Health Care Continuation Period, the Company will provide health care coverage under the Company’s then-current health care Plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the continuation of coverage under the Company’s health care Plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the Company will pay Executive a lump sum cash payment on the last day of each applicable month during the Health Care Continuation Period so that Executive will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care Plan, the Company will reimburse Executive in cash on the last day of each month during the Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by Executive for that month to maintain health insurance coverage from commercial sources that is comparable to the health care coverage Executive last elected as an employee for Executive and Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by the Executive for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”
11.	Section 4(g) of the Agreement, “Life and Accident Insurance”, is amended by renumbering clause (ii) as clause (iii) and adding the following new clause (ii):
	“(ii) during the period from the Termination Date through the Commencement Date, Executive shall pay the entire cost of such life and accident insurance coverage, and”
12.	The Agreement is amended by adding the following new Section 4(h):
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 4 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such

3

reimbursements over some or all of the applicable Severance Compensation Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Executive is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Executive’s termination of employment, Executive shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Executive for any such payments on the first business day that is more than six months after the Termination Date.”

13.	Section 11 of the Agreement, “Enforcement”, is amended by adding the following to the end thereof:
	“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1 of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company reimburse the payment of such expenses may not be liquidated or exchanged for any other benefit.”
14.	Section 18 of the Agreement, “Amendment or Modification”, is amended by added the following to the end thereof:
	“It is the Parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment comply with Code Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).”
15.	Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

4

          IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Senior Executive Officer Severance Agreement on this 23^rd day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By:	/s/ Jeffrey P. Black	/s/ John B. Suddarth
Name:	Jeffrey P. Black	John B. Suddarth
Title:	Chairman, Chief Executive Officer
	and President

5

EX-10.23

Exhibit 10.23

FIRST AMENDMENT

TO SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT

          This First Amendment (“Amendment”) to the Senior Executive Officer Severance Agreement (“Agreement”) dated as of April 28, 2008, between Teleflex Incorporated (the “Company”) and Randall P. Gaboriault (“Executive”) is hereby made by the Company and Executive effective as of January 1, 2009.

Background Information

A.	The Company and Executive (collectively the “Parties”) desire to amend the Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations and other guidance issued thereunder.
B.	Section 18 of the Agreement authorizes the Parties to amend the Agreement in a written document executed by both Parties.

Amendment of the Agreement

          In consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1.	The definition of “Commencement Date” is amended by deleting the following from the end thereof:
	“provided that, if it shall be determined that earlier payment or provision of such compensation or benefits is permissible under Section 409A of the Code, ‘Commencement Date’ shall mean the earliest such permissible date.”
2.	The following new definition of “Disability” is added:
	“’Disability’ shall mean Executive’s continuous illness, injury or incapacity for a period of six consecutive months.”
3.	The definition of “Insurance Benefit Period” is amended to provide that it is the period commencing on the “Termination Date” instead of the period commencing on the “Commencement Date.”
4.	The definition of “Termination Date” is amended by adding the following to the end thereof:
	“, which date shall be the date Executive’s Termination of Employment occurs.”
5.	The definition of “Termination of Employment” is amended in its entirety to read as follows:

“’Termination of Employment’ means a cessation of Employment for any reason, other than a cessation occurring (i) by reason of Executive’s death or Disability or (ii) under circumstances which would entitle Executive to receive compensation and benefits pursuant to the Change in Control Agreement. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the ‘separation from service’ requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actuarial period of service, if less).”

6.	The first clause of Section 4(a) of the Agreement, “Cash Bonuses for Years Preceding the Year of Termination”, is amended in its entirety to read as follows:
	“If any cash bonus pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the later of the 15th day following the Termination Date or the date that is 2-1/2 months following the end of the Performance Period;”
7.	Section 4(c) of the Agreement, “Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date”, is amended by adding the following to the end thereof:
	“The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the later of the Commencement Date or the date that is 2-1/2 months following the end of the Performance Period.”
8.	Section 4(d) of the Agreement, “Vehicle Allowance”, is amended in its entirety to read as follows:
	“The Company shall pay Executive a monthly cash vehicle allowance during the Severance Compensation Period equal to what it would cost Executive to lease the vehicle utilized by Executive immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The Company shall pay Executive (i) a lump sum cash amount equal to seven times the monthly vehicle allowance on the Commencement Date; and (ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month thereafter for which the vehicle allowance is provided.”
9.	Section 4(e) of the Agreement, “Outplacement”, is amended by adding the following to the end thereof:
	“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the

2

expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.”

10.	Section 4(f) of the Agreement, “Health Care Coverage”, is amended in its entirety to read as follows:
	“(f) Health Care Coverage. During the Health Care Continuation Period, the Company will provide health care coverage under the Company’s then-current health care Plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the continuation of coverage under the Company’s health care Plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the Company will pay Executive a lump sum cash payment on the last day of each applicable month during the Health Care Continuation Period so that Executive will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care Plan, the Company will reimburse Executive in cash on the last day of each month during the Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by Executive for that month to maintain health insurance coverage from commercial sources that is comparable to the health care coverage Executive last elected as an employee for Executive and Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by the Executive for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.”
11.	Section 4(g) of the Agreement, “Life and Accident Insurance”, is amended by renumbering clause (ii) as clause (iii) and adding the following new clause (ii):
	“(ii) during the period from the Termination Date through the Commencement Date, Executive shall pay the entire cost of such life and accident insurance coverage, and”
12.	The Agreement is amended by adding the following new Section 4(h):
	“(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 4 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such

3

reimbursements over some or all of the applicable Severance Compensation Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Executive is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Executive’s termination of employment, Executive shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Executive for any such payments on the first business day that is more than six months after the Termination Date.”

13.	Section 11 of the Agreement, “Enforcement”, is amended by adding the following to the end thereof:
	“The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1 of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company reimburse the payment of such expenses may not be liquidated or exchanged for any other benefit.”
14.	Section 18 of the Agreement, “Amendment or Modification”, is amended by added the following to the end thereof:
	“It is the Parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment comply with Code Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).”
15.	Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, excluding any conflict or choice of law rules or principles that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Amendment.

[Remainder of this page intentionally left blank.]

4

          IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment to the Senior Executive Officer Severance Agreement on this 22^nd day of December, 2008.

TELEFLEX INCORPORATED:		EXECUTIVE:
By:	/s/ Jeffrey P. Black	/s/ Randall P. Gaboriault
Name:	Jeffrey P. Black	Randall P. Gaboriault
Title:	Chairman, Chief Executive Officer
and President

5

EX-10.24

Exhibit 10.24

AMENDMENT NO. 1

          AMENDMENT NO. 1 dated as of December 22, 2008 to the Credit Agreement referred to below, between Teleflex Incorporated (the “Borrower”), each of the Guarantors identified under the caption “GUARANTORS” on the signature pages hereto, each of the Lenders identified under the caption “LENDERS” on the signature pages hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

          The Borrower, the Lenders party thereto (individually, a “Lender” and, collectively, the “Lenders”), the Guarantors party thereto, JPMorgan Chase Bank, N.A., as collateral agent for the Lenders, and the Administrative Agent are parties to a Credit Agreement dated as of October 1, 2007 (as amended and in effect immediately prior to giving effect to this Amendment No. 1, the “Credit Agreement”). The Borrower and the Lenders wish to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

          Section 1. Definitions. Capitalized terms used in this Amendment No. 1 and not otherwise defined are used herein as defined in the Credit Agreement.

          Section 2. Amendments. Effective as provided in Section 4 hereof, the Credit Agreement shall be amended as follows:

          2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

          2.02. Section 3.10 of the Credit Agreement is hereby amended in its entirety to read as follows:

     “SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the Borrower’s audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of preparing the Borrower’s audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect.”

- 2 -

          Section 3. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that (a) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, and of each Loan Party in each of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default shall occur and be continuing under the Credit Agreement, as amended hereby.

          Section 4. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon (a) receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed by each Loan Party and the Required Lenders and (b) the payment of an amendment fee to the Administrative Agent for the account of each Lender that has approved this Amendment No. 1 at or prior to 5:00 p.m., New York City time, on December 22, 2008, such amendment fee to be in an amount equal to 0.05% of the sum of (i) the Revolving Credit Commitment of such Lender and (ii) the outstanding principal amount of any Term Loan held by such Lender (if any).

          Section 5. Confirmation of Security Documents. The Borrower hereby confirms and ratifies all of its obligations under the Security Documents to which it is a party. By its execution on the respective signature lines provided below, each of the Guarantors hereby confirms and ratifies all of its obligations (including, without limitation, the obligations as guarantor under Article X of the Credit Agreement, as amended hereby) and the Liens granted by it under the Loan Documents to which it is a party, represents and warrants that the representations and warranties set forth in such Loan Documents are complete and correct in all material respects on the date hereof as if made on and as of such date and confirms that all references in such Loan Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or Liens in any respect.

          Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

[remainder of page intentionally left blank]

- 3 -

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.

TELEFLEX INCORPORATED
By:	/s/ C. Jeffrey Jacobs
Name:		C. Jeffrey Jacobs
Title:		Treasurer

- 4 -

GUARANTORS ARROW INTERNATIONAL INC. ARROW INTERNATIONAL INVESTMENT CORP. ARROW INTERVENTIONAL INC. SIERRA INTERNATIONAL INC. SOUTHERN WIRE, LLC SOUTHWEST WIRE ROPE, LP By Southwest Wire Rope GP LLC, its general partner SPECIALIZED MEDICAL DEVICES, LLC SSI SURGICAL SERVICES, INC. TECHNOLOGY HOLDING COMPANY TELAIR INTERNATIONAL INCORPORATED TELEFLEX MEDICAL INCORPORATED TFX EQUITIES INCORPORATED TFX INTERNATIONAL CORPORATION TFX MARINE INCORPORATED TFX NORTH AMERICA INC. THE STEPIC MEDICAL DISTRIBUTION CORPORATION
By:	/s/ C. Jeffrey Jacobs
Name:		C. Jeffrey Jacobs
Title:     (1) Vice President and Treasurer (other than for Technology Holding Company, TFX Equities Incorporated, TFX International Corporation and TFX North America Inc.) (2) President and Treasurer (in the case of TFX North America Inc.) (3) Vice President (in the case of TFX Equities Incorporated) (4) President (in the case of Technology Holding Company and TFX International Corporation)

- 5 -

LENDERS JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent
By:	/s/ Deborah R. Winkler
Name:		Deborah R. Winkler
Title:		Vice President

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Jill J. Hogan
Name:		Jill J. Hogan
Title:		Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
By:	/s/ Harumi Kambara
Name:		Harumi Kambara
Title:		Authorized Signatory

THE BANK OF NOVA SCOTIA
By:	/s/ Paula Czach
Name:		Paula Czach
Title:		Director

MIZUHO CORPORATE BANK, LTD.
By:	/s/ Tour Inoue
Name:		Toru Inoue
Title:		Deputy General Manager

CITIZENS BANK
By:	/s/ illegible
Name:		[illegible]
Title:		Senior Vice President
THE GOVERNOR AND COMPANY OF THE

- 6 -

BANK OF IRELAND
By:	/s/ Gareth Magee
Name:		Gareth Magee
Title:		Authorized Signatory

By:	/s/ Stephen Mitchell
Name:		Stephen Mitchell
Title:		Authorized Signatory

CALYON NEW YORK BRANCH
By:	/s/ Pamela Donnelly
Name:		Pamela Donnelly
Title:		Director
By:	/s/ Yuri Muzichenko
Name:		Yuri Muzichenko
Title:		Director

SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ David A. Buck
Name:		David A. Buck
Title:		Senior Vice President

DNB NOR BANK ASA
By:	/s/ Philip F. Kurpiewski
Name:		Philip F. Kurpiewski
Title:		Senior Vice President
By:	/s/ Kristin Riise
Name:		Kristin Riise
Title:		Vice President

SUN TRUST BANK
By:	/s/ Mark A. Flatin
Name:		Mark A. Flatin
Title:		Managing Director
HSBC BANK USA, NATIONAL ASSOCIATION

- 7 -

By:	/s/ Colleen Glackin
Name:		Colleen Glackin
Title:		Vice President

BMO CAPITAL MARKETS FINANCING, INC.
By:	/s/ Pam Schwartz
Name:		Pam Schwartz
Title:		Director

BAYERISCHE LANDESBANK, NEW YORK BRANCH
By:	/s/ Stuart Schulman
Name:		Stuart Schulman
Title:		Senior Vice President
By:	/s/ Elke Videgain
Name:		Elke Videgain
Title:		Second Vice President

COMERICA BANK
By:	/s/ Liesl Eckhardt
Name:		Liesl Eckhardt
Title:		Assistant Vice President

INTESA SANPAOLO S.P.A.
By:	/s/ Luca Sacchi
Name:		Luca Sacchi
Title:		Vice President
By:	/s/ Francesco Di Mario
Name:		Francesco Di Mario
Title:		FVP, Credit Manager

- 8 -

BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH
By:	/s/ Elaine Tung
Name:		Elaine Tung
Title:		Director
By:	/s/ Ken Hamilton
Name:		Ken Hamilton
Title:		Director

KBC BANK, N.V.
By:	/s/ Robert Snauffer
Name:		Robert Snauffer
Title:		Managing Director
By:	/s/ Thomas G. Jackson
Name:		Thomas G. Jackson
Title:		First Vice President

KEYBANK NATIONAL ASSOCIATION
By:	/s/ Brian P. Fox
Name:		Brian P. Fox
Title:		Assistant Vice President

LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By:	/s/ Francois Delangle
Name:		Francois Delangle
Title:		Vice President
By:	/s/ Ralf Enders
Name:		Ralf Enders
Title:		Assistant Vice President

MALAYAN BANKING BERHAD, NEW YORK BRANCH
By:	/s/ Fauzi Zulkifli
Name:		Fauzi Zulkifli
Title:		General Manager

- 9 -

NATIONAL CITY BANK
By:	/s/ Debra W. Riefner
Name:		Debra W. Riefner
Title:		Senior Vice President

PNC BANK, N.A.
By:	/s/ Brian Vesey
Name:		Brian Vesey
Title:		Vice President

ROYAL BANK OF CANADA
By:	/s/ Dustin Craven
Name:		Dustin Craven
Title:		Attorney-in-Fact

SOCIETE GENERALE
By:	/s/ Anne-Marie Dumortier
Name:		Anne-Marie Dumortier
Title:		Director

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Kathleen H. Reedy
Name:		Kathleen H. Reedy
Title:		Managing Director

ALLIED IRISH BANKS, P.L.C.
By:	/s/ Grace Gilligan
Name:		Grace Gilligan
Title:		Senior Relationship Partner
By:	/s/ David Kearns
Name:		David Kearns
Title:		Relationship Manager

- 10 -

TD BANK, N.A. AS SUCCESSOR TO COMMERCE BANK, N.A.
By:	/s/ Thomas L. Savage
Name:		Thomas L. Savage
Title:		Vice President

HARLEYSVILLE NATIONAL BANK
By:	/s/ illegible
Name:		[illegible]
Title:		Vice President

THE NORTHERN TRUST COMPANY
By:	/s/ Michael Kingsley
Name:		Michael Kingsley
Title:		Division Manager

BROWN BROTHERS HARRIMAN & CO.
By:	/s/ John H. Wert, Jr.
Name:		John H. Wert, Jr.
Title:		Senior Vice President

CHANG HWA COMMERCIAL BANK, LTD. NEW YORK BRANCH
By:	/s/ Jim C.Y. Chen
Name:		Jim C.Y. Chen
Title:		Vice President & General Manager

MEGA INTERNATIONAL COMMERCIAL BANK, NEW YORK BRANCH
By:	/s/ Tsang Hsu
Name:		Tsang Hsu
Title:		VP & Deputy General Manager

TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY
By:	/s/ Michael Tan
Name:		Michael Tan
Title:		VP & General Manager

- 11 -

HUA NAN COMMERCIAL BANK, LTD. LOS ANGELES BRANCH
By:	/s/ Oliver C.H. Hsu
Name:		Oliver C.H. Hsu
Title:		VP & General Manager

HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY
By:	/s/ Henry Hsieh
Name:		Henry Hsieh
Title:		Assistant Vice President

STATE BANK OF INDIA
By:	/s/ Prabodh Parikh
Name:		Prabodh Parikh
Title:		Vice President & Head (Credit)

KEYSTONE NAZARETH BANK AND TRUST, A DIVISION OF NATIONAL PENN BANK
By:	/s/ Kevin D. Brown
Name:		Kevin D. Brown
Title:		Vice President

EX-21

Exhibit 21

Entity Name	Jurisdiction of Formation
4045181 Canada Inc.	Ontario
Advanced Thermodynamics Inc.	Ontario
Access Medical S.A.	France
Airfoil Technologies International-California, Inc	Delaware
Airfoil Technologies International-Ohio, Inc. (APS)	Delaware
Airfoil Technologies International LLC	Delaware
Airfoil Technologies International-UK, Ltd.	UK
Airfoil Technologies International — Singapore Pte. Ltd.	Singapore
American General Aircraft Holding Co., Inc.	Delaware
Arrow Africa (Pty) Ltd.	South Africa
Arrow Hellas A.E.E.	Greece
Arrow Iberia, S.A.	Spain
Arrow Internacional de Chihuahua, S.A. de C.V.	Mexico
Arrow Internacional de Mexico S.A. de C.V.	Mexico
Arrow International CR, A.S.	Czech Republic
Arrow International EDC NV	Belgium
Arrow International Export Corporation	U.S. Virgin Islands
Arrow International Hungary Kft	Hungary
Arrow International Investment Corp.	Delaware
Arrow International , Inc.	Pennsylvania
Arrow International UK Limited	UK
Arrow Interventional, Inc.	Delaware
Arrow-Japan, Ltd.	Japan
Arrow Med Tech LLC	Pennsylvania
Arrow Medical Holdings B.V.	Netherlands
Arrow Medical Products, Ltd.	Pennsylvania
Arrow Slovensko Piešt’any s.r.o.	Slovakia
Arrow Swiss GmbH	Switzerland
Astraflex Limited	UK
Autogas Techniek Holland B.V.	Netherlands
Bavaria Cargo Technologie GmbH	Germany
Cepco Precision Company of Canada, Inc.	Canada
Chemtronics International Ltd.	UK

1

Entity Name	Jurisdiction of Formation
Cofraca S.A.	France
Compart Automotive B.V.	The Netherlands
DAS Nordisk	China
DAS Nordisk	Hong Kong
DAS Nordisk	Singapore
Distribuidora Arrow, S.A. de C.V.	Mexico
Ecotrans Environmental, Inc.	Delaware
Ecotrans Technologies, Inc.	Delaware
Gibeck Larry Care AB	Sweden
Hudson Euro Co. S.a.r.l.	Luxembourg
Hudson RCI AB	Sweden
Hudson RCI Deutschland GmBH	Germany
Hudson RCI (UK) Ltd.	UK
Hudson RCI SAS	France
Hudson Respiratory Care Tecate, S. de R.L. de C.V.	Mexico
ICOR AB	Sweden
ICOR Holding AB	Sweden
IH Holding LLC	Delaware
Industrias Hudson S. de R.L. de C.V.	Mexico
Intelligent Applications Limited	UK
International Road & Rail (U.S.) Inc.	Delaware
Koltec-Necam, B.V.	Netherlands
Kiewclass Sdn. Bhd.	Malaysia
Laboratories Pharmaceutiques Rusch France SARL	France
Mal Tool & Engineering Limited	UK
Meddig Medizintechnik Vertriebs-GmbH	Germany
Medical Service Vertriebs-GmbH	Germany
Mediland Rusch Care S.r.l.	Italy
Nordisk Asia Pacific Ltd	Hong Kong
Nordisk Asia Pacific Pte Ltd	Singapore
Nordisk Aviation Products	Taiwan
Nordisk Aviation Products AS	Denmark
Nordisk Aviation Products AS	Norway
Nordisk Aviation Products Asia Ltd	Hong Kong

2

Entity Name	Jurisdiction of Formation
Nordisk Aviation Products (Kunshan) Ltd	China
Nordisk Belgie NV	Belgium
Pabisch GmbH & Co. kg	Germany
Pilling Weck (Asia) PTE Ltd.1	Singapore
Productos Aereos, S.A. de C.V.	Mexico
Regal Sky	Hong Kong
RMH Controls Limited	UK
Rusch Asia Pacific Sdn. Berhad2	Malaysia
Rusch Austria GmbH	Austria
Rusch (UK) Ltd.	UK
Rusch France S.A.R.L.	France
Rusch Manufacturing (UK) Ltd.	UK
Rusch Manufacturing Sdn. Berhad	Malaysia
Rusch Medical, S.A.3	France
Rusch Mexico, S.A. de C.V.	Mexico
Rusch Mirandola srl	Italy
Rusch Poland Spzoo	Poland
Rusch Uruguay Ltda.	Uruguay
Rusch-Pilling Limited	Canada
Rusch Switzerland AG	Switzerland
S. Asferg Hospitalsartikler ApS	Denmark
Sierra International Inc.	Illinois
Simal SA	Belgium
Sometec Holdings, S.A.S.	France
Sometec	France
Southern Wire, LLC	Delaware
Southwest Wire Rope GP LLC	Delaware
Southwest Wire Rope, LP	Texas
Specialized Medical Devices, LLC4	Delaware
SSI Surgical Services, Inc.5	Delaware
Steamer Holding AB	Sweden
Technology Development Corporation	Pennsylvania
Technology Holding Company	Delaware
Technology Holding Company II	Delaware

3

Entity Name	Jurisdiction of Formation
Technology Holding Company III	Delaware
Telair International AB	Sweden
Telair International GmbH6	Germany
Telair International Incorporated7	California
Telair International Incorporated	Delaware
Telair International Services GmbH	Germany
Telair International Services PTE LTD	Singapore
Teleflex (Canada) Limited	Canada (B.C.)
Teleflex Aerospace — Tourolle8	France
Teleflex Aviation Products AS	Norway
Teleflex Canada Inc.	Canada
Teleflex Canada LP	Canada
Teleflex Ecotrans Technologies L.P.9	Canada
Teleflex Funding Corporation	Delaware
TeleflexGFI Control Systems, Inc.	Delaware
Teleflex GFI Control Systems LP	Canada
Teleflex GFI Europe B.V.	Netherlands
Teleflex Holding Company10	Canada
Teleflex Holding Company II	Delaware
Teleflex Holding Netherlands B.V.	Netherlands
Teleflex Holding Singapore Ptc. Ltd.	Singapore
Teleflex Industries Limited	UK
Teleflex Limited	UK
Teleflex Medical de Mexico, S. de R.L. de C.V.	Mexico
Teleflex Medical BE sprl11	Belgium
Teleflex Medical B.V.	Netherlands
Teleflex Medical (Canada) Ltd.12	Canada
Teleflex Medical Europe Limited	Ireland
Teleflex Medical GmbH	Germany
Teleflex Medical Incorporated13	California
Teleflex Medical L.P.14	Canada
Teleflex Medical N.V.	Belgium
Teleflex Medical Private Limited	India
Teleflex Medical SAS15	France

4

Entity Name	Jurisdiction of Formation
Teleflex Medical, S.A.16	Spain
Teleflex Medical Sdn. Bhd.17	Malaysia
Teleflex Medical s.r.l.	Italy
Teleflex Medical Trading (Shanghai) Company Ltd	China
Teleflex Medical Tuttlingen GmbH18	Germany
Teleflex Morse Limited	UK
Teleflex Morse (N.Z.) Limited19	New Zealand
Teleflex Morse Pte. Ltd.	Singapore
Teleflex Morse PTY Limited	Australia
Teleflex Swiss Holding GmbH	Switzerland
Teleflex UK Limited	UK
TFX Automotive LTD20	UK
TFX Beteiligungsverwaltungs GmbH	Germany
TFX Engineering Ltd.	Bermuda
TFX Equities Incorporated	Delaware
TFX Financial Services	Ireland
TFX Foreign Sales Corporation	Barbados
TFX Group Limited	UK
TFX Holding LP	Canada
TFX Holding GmbH	Germany
TFX International Corporation	Delaware
TFX International S. A.21	France
TFX Marine Incorporated	Delaware
TFX North America Inc.	Delaware
TFX Medical Limerick	Ireland
TFX Medical Wire Products, Inc.	Delaware
TFX Scandinavia AB22	Sweden
The Stepic Medical Distribution Corporation	New York
Top Surgical GmbH	Germany
United Parts Driver Control Systems B.V.	The Netherlands
United Parts Driver Control Systems (UK) Ltd	UK
United Parts Driver Control Systems (Holding) GmbH	Germany
United Parts de Mexico SA de CV	Mexico
United Parts France S.A.	France

5

Entity Name	Jurisdiction of Formation
United Parts Group B.V.	The Netherlands
United Parts FHS Automobile Systeme GmbH	Germany
United Parts s.a.	France
Victor Huber GmbH	Germany
W. Pabish sa-nv	Belgium
Willy Rusch GmbH	Germany
Willy Rusch Grundstucks und Beteiligungs AG + Co KG	Germany
WIRUTEC Rusch Medical Vertriebs GmbH	Germany

1	Formerly Rusch-Pilling (Asia) PTE LTD.
2	Formerly Inmed (Malaysia) Holdings Sdn. Berhad
3	Formerly Europe Medical, S.A.
4	Formerly Teleflex Holding, LLC
5	Formerly TFX Medical Subsidiary Inc.
6	Formerly Scandinavian Bellyloading Co. AB
7	Formerly The Talley Corporation. Trades as Teleflex Control Systems
8	Formerly Sermatech-Tourelle S.A.
9	Formerly Advanced Thermodynamics L.P.
10	Formerly GFI Control Systems Inc.
11	Formerly Pilling Weck n.v.
12	Formerly Pilling Weck (Canada) Ltd.
13	Formerly Hudson Respiratory Care Inc.
14	Formerly Pilling Weck Canada L.P.
15	Formerly Rusch Pilling S.A.
16	Formerly Rusch Medica Espana SA
17	Formerly Rusch Sdn. Berhad
18	Formerly KMedic Europe GmbH
19	Formerly Morse Controls (NZ) Limited
20	Formerly S.J. Clark (Cables) Limited. Trades as Clarks Cables.
21	Formerly Mal Tool & Engineering SARL
22	Formerly TFX Controls AB

6

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 2-98715, 33-34753, 33-53385, 333-77601, 333-38224, 333-59814, 333-101005, 333-120245 and 333-127103) of Teleflex Incorporated of our report dated February 25, 2009 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 25, 2009

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jeffrey P. Black, certify that:

1. I have reviewed this annual report on Form 10-K of Teleflex Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2009	/s/ Jeffrey P. Black Jeffrey P. Black
	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Kevin K. Gordon, certify that:

1. I have reviewed this annual report on Form 10-K of Teleflex Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2009	/s/ Kevin K. Gordon Kevin K. Gordon
	Executive Vice President and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Teleflex Incorporated (the “Company”) on Form 10-K for the period ending December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey P. Black, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

Date: February 25, 2009	/s/ Jeffrey P. Black Jeffrey P. Black
	Chairman, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Teleflex Incorporated (the “Company”) on Form 10-K for the year ending December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin K. Gordon, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

Date : February 25, 2009	/s/ Kevin K. Gordon Kevin K. Gordon
	Executive Vice President and
	Chief Financial Officer