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, 2009 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No 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 filler” 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 (39,577,181 shares) on June 26, 2009 (the last business day of the registrant’s most recently completed fiscal second quarter) was $1,775,036,568 ⁽¹⁾. The aggregate market value was computed by reference to the closing price of the Common Stock on such date.

The registrant had 39,761,409 Common Shares outstanding as of February 12, 2010.

Document Incorporated By Reference: certain provisions of the registrant’s definitive proxy statement in connection with its 2010 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, 2009

TABLE OF CONTENTS

		Page
PART I
ITEM 1:	BUSINESS		2
ITEM 1A:	RISK FACTORS		14
ITEM 1B:	UNRESOLVED STAFF COMMENTS		20
ITEM 2:	PROPERTIES		20
ITEM 3:	LEGAL PROCEEDINGS		21
ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		22
PART II
ITEM 5:	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		23
ITEM 6:	SELECTED FINANCIAL DATA		25
ITEM 7:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		27
ITEM 7A:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		51
ITEM 8:	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		52
ITEM 9:	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		52
ITEM 9A:	CONTROLS AND PROCEDURES		52
ITEM 9B:	OTHER INFORMATION		53
PART III
ITEM 10:	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		53
ITEM 11:	EXECUTIVE COMPENSATION		53
ITEM 12:	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		53
ITEM 13:	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		53
ITEM 14:	PRINCIPAL ACCOUNTING FEES AND SERVICES		54
PART IV
ITEM 15:	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		54
SIGNATURES			55
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

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 are subject to 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 our ability to resolve, to the satisfaction of the U.S. Food and Drug Administration (FDA), the issues identified in the corporate warning letter issued to Arrow International; 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, 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; and 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

Teleflex Incorporated is referred to herein as “we,” “us,” “our,” “Teleflex” and the “Company.”

THE COMPANY

Teleflex is principally a global provider of medical technology products that enable healthcare providers to improve patient outcomes, reduce infections and enhance patient and provider safety. We primarily develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. We serve hospitals and healthcare providers in more than 140 countries.

We provide a broad-based platform of medical products, which we categorize into four groups: Critical Care, Surgical Care, Cardiac Care and OEM and Development Services. Critical care, representing our largest product group, includes medical devices used in vascular access, anesthesia, urology and respiratory care applications; surgical care includes surgical instruments and devices; and cardiac care includes cardiac assist devices and equipment. We also design and manufacture instruments and devices for other medical device manufacturers. Our primary products and product brands include the following:

    •   Arrow vascular access products, including, central venous access catheters, or CVCs, featuring the ARROWg+ard, or ARROWg+ard Blue Plus, antiseptic surface treatments to reduce the risk of catheter related infection, peripherally inserted central catheters, or PICCs, catheters for use in treatment of chronic hemodialysis and catheters and accessories used in critical care monitoring and treatment;

    •   Sheridan and Rüsch endotracheal tubes, laryngeal masks, airways and face masks to deliver anesthetic agents and oxygen, and Arrow regional anesthesia products that include catheters used in epidural, spinal and peripheral nerve block procedures;

    •   Hudson RCI and Gibeck brand humidifiers, circuits, nebulizers, filters, masks, tubing and cannulas used in aerosol and medication delivery, oxygen therapy and ventilation management;

    •   Rusch urology catheters (including Foley, intermittent, external and suprapubic), urine collectors, catheterization accessories and products for operative endurology;

    •   Deknatel, Pleur-evac, Pilling, Taut and Weck ligation products, clips, appliers, and 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;

    •   Arrow cardiac assist balloon pumps, catheters and accessories used in the treatment of severe cardiac conditions; and

    •   Beere Medical, KMedic, Specialized Medical Devices, Deknatel and TFXOEM customized medical instruments, implants and components.

Teleflex is focused on achieving consistent, sustainable and profitable growth through development of new products, expansion of market share, introduction of existing products into new geographies and through selected acquisitions which enhance or expedite our development initiatives and our ability to grow market share. Furthermore, we believe our research and development capabilities and our commitment to engineering excellence and lean, low-cost manufacturing allow us to consistently bring cost effective, innovative products to market that improve the safety, efficacy, and quality of healthcare.

In addition to our medical business, we also have businesses that serve niche segments of the aerospace and commercial markets with specialty engineered products. Our aerospace products include cargo-handling systems, containers, and pallets for commercial air cargo, and military aircraft actuators. Our commercial

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products include driver controls, engine assemblies and drive parts for the marine industry and rigging products and services for commercial industries.

HISTORY AND RECENT DEVELOPMENTS

Teleflex was founded in 1943 as a manufacturer of precision mechanical push/pull controls for military aircraft. From this original single market, single product orientation, 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. Throughout our history, we have continually focused on providing innovative technology-driven, specialty-engineered products that help our customers meet their business requirements.

Over the past several years, we have engaged in an extensive acquisition and divestiture program to improve margins, reduce cyclicality and focus our resources on the development of our healthcare business. We have significantly changed the composition of our portfolio of businesses, expanding our presence in the medical device industry, while divesting many of our businesses serving the aerospace and industrial markets. The most significant of these transactions occurred in 2007 with our acquisition of Arrow International, a leading global supplier of catheter-based medical technology products used for vascular access and cardiac care, and the divestiture of our automotive and industrial businesses. Our acquisition of Arrow significantly expanded our disposable medical product offerings for critical care, enhanced our global footprint and added to our research and development capabilities.

We continually evaluate the composition of the portfolio of our products and businesses to ensure alignment with our overall objectives. We strive to maintain a portfolio of products and businesses that provide consistency of performance, improved profitability and sustainable growth.

OUR BUSINESS SEGMENTS

We operate our businesses through three segments, the largest of which is our Medical Segment, which represented 77 percent of our consolidated revenues and 91 percent of our segment operating profit in 2009. In 2009, our Aerospace and Commercial segments represented 10 percent and 13 percent of consolidated revenues, respectively, and 5 percent and 4 percent of segment operating profit, respectively.

Further detail and additional information regarding our segments and geographic areas is presented in Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K.

 Medical

Our Medical Segment designs, develops, manufactures and supplies medical devices for critical care and surgical applications. We categorize our medical products into four product groups: Critical Care, Surgical, Cardiac Care, and OEM and Development Services.

Approximately 49 percent of our segment revenues are derived from customers outside the United States. Our Medical Segment operates 30 manufacturing sites, with major manufacturing operations located in Czech Republic, Germany, Malaysia, Mexico and the United States.

The following is an overview of the key product lines within our Medical Segment.

Critical Care

Critical care, which is predominantly comprised of single use products, constitutes the largest product category within our Medical Segment, representing 65 percent of segment revenues in 2009. Our 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 and other specialty procedures.

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We are a leading provider of specialty products for critical care. Our products 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.

Our vascular access catheters and related devices consist principally of central venous access catheters such as the following: the Arrow-Howe’s 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 procedures; the Arrow Pressure Injectable CVC, which gives clinicians who perform contrast-enhanced 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 assist healthcare providers in complying with guidelines for reducing catheter-related bloodstream infections that have been established 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.

Related products include custom tubing sets used to connect central venous catheters to blood pressure monitoring devices and drug infusion systems.

During 2009, we introduced the Arrow Pressure Injectable Triple Lumen PICC with a non-tapered catheter body and the Arrow BlueFlexTip, designed to reduce the risk of thrombosis and infection associated with venous access catheters. We introduced a new tray design and additional features for our kits containing our Arrow Pressure Injectable CVC, and a CVC kit designed specifically for the needs of the Japanese market.

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Respiratory Care

Our 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 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. 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 products 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 that provide protection 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 and High Flow Oxygen Therapy.

Our ConchaTherm Neptune is a heated humidification solution. It is designed to enable the caregiver to customize patient treatment to meet specific clinical goals and to facilitate advanced patient outcomes without sacrificing clinician efficiency.

During 2009, we introduced the Gibeck HumidFlo heat and moisture exchanger, which allows medication to be delivered without breaking the breathing circuit or interrupting ventilation, and OSMO, a product that allows for maintenance free water removal from the expiratory limb of the breathing circuit during mechanical ventilation (breathing systems used to deliver medical gases from a ventilator to a patient’s lungs). In 2009, we also signed an agreement to act as an exclusive distributor of the ResMed Non-Invasive Ventilation mask portfolio for specified acute care hospitals in the United States.

Anesthesia and Airway Management

Our anesthesia and airway management products include endotracheal tubes, laryngeal masks, airways and face 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.

Our regional anesthesia or acute pain management products include epidural, spinal and peripheral nerve block catheters. Nerve blocks provide pain relief during and 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.

During 2009, we introduced a new line of laryngeal masks, added a line of disposable metal laryngoscope blades to our line of laryngoscope products and extended our endotracheal tube product line. We also expanded our range of products for acute pain management with the introduction of new spinal kits marketed under the Arrow SureBlock Spinal brand.

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Urology

Our line of urology products provides bladder management 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. We believe we have significant market share in Foley catheters in the EMEA markets (Europe, the Middle East and Africa).

We also design our urine collectors, catheterization accessories and kits with our overall infection prevention strategy in mind. For example, the Rüsch MMG Closed System intermittent catheter is used by spinal cord injury patients to help reduce the likelihood of urinary tract infections.

In the United States, reimbursement regulations were implemented in 2009 that allow many Medicare patients to shift from a re-useable practice, with its inherent risk of infections, to a single use disposable practice. Sales of our intermittent catheters in the U.S. have benefited from this reimbursement shift.

During 2009, we introduced new intermittent catheters with hydrophilic coatings, a new Profile urinary Foley catheter, and a silicone post-operative Foley catheter all marketed under the Rüsch brand.

Surgical Care

Surgical care, which is predominantly comprised of single use products, represented 19 percent of Medical Segment revenues in 2009. Our surgical products include: ligation and closure products, including appliers, clips, and sutures used in a variety of surgical procedures; access ports used in minimally invasive surgical procedures including robotic surgery; and fluid management products used for chest drainage. Our surgical products also include hand-held instruments for general and specialty surgical procedures, In addition, we provide instrument management services. We market surgical products under the Deknatel, Pleur-evac, Pilling, Taut and Weck brand names.

Hem-o-lok is a unique locking polymer ligation clip, and is a significant 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 introduced the Taut Universal Seal designed for use with the ADAPt line of bladeless laparoscopic access devices. The new Taut seal provides surgeons the ability to perform laparoscopic procedures with variable diameter instruments, without flimsy diaphragm seals, lubricants that can smudge cameras or the need for reducer caps. Also during 2009, we added a new rotating head stapler and a new long endoscopic clip applier to our extensive line of ligation products.

Cardiac Care

Cardiac care products accounted for approximately 5 percent of Medical Segment revenues in fiscal 2009. Products in this category include diagnostic catheters and capital equipment, 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, or IAB, catheters to capital equipment, such as intra-aortic balloon pump, or 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 catheter, which together utilize fiber optic technology for arterial pressure signal acquisition and enable the patented WAVE timing algorithm to support the broadest range of patient heart rhythms, including severely arrhythmic patients.

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OEM and Development Services

Customized medical instruments, implants and components sold to original equipment manufacturers, or OEMs, represented 10 percent of Medical Segment revenues in 2009. Under the Beere Medical, KMedic, Specialized Medical Devices, Deknatel and TFXOEM brand names, we provide specialized product development services, which include design engineering, prototyping and testing, manufacturing, assembly and packaging. Our OEM product development and manufacturing facilities are located globally in close proximity to major medical device manufacturers 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.

Medical Segment Revenues

The following table sets forth revenues for 2009, 2008 and 2007 by product category for the Medical Segment.

	2009		2008		2007
	(Dollars in thousands)
Critical Care	$	939,390	$	957,129	$	578,097
Surgical Care	$	282,889	$	295,992	$	294,501
Cardiac Care	$	70,770	$	72,871	$	18,154
OEM and Development Services	$	149,829	$	158,343	$	138,142
Other	$	14,230	$	14,774	$	12,455

The following table sets forth the percentage of revenues for 2009, 2008 and 2007 by end market for the Medical Segment.

	2009			2008			2007
Hospitals / Healthcare Providers		84	%		84	%		78	%
Medical Device Manufacturers		10	%		10	%		13	%
Home Health		6	%		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 revenues for 2009, 2008 and 2007 derived from the major geographic areas we serve.

	2009			2008			2007
North America		53	%		53	%		54	%
Europe, Middle East and Africa		36	%		37	%		38	%
Asia, Latin America		11	%		10	%		8	%

 Aerospace

Our Aerospace Segment businesses provide 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. We are a leading global provider of cargo handling systems and equipment and cargo containers for commercial aircraft. Our brand names, Telair International and Nordisk, are well known and respected on a global basis.

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Sales to customers in commercial aviation markets represent 95 percent of revenues in this segment in 2009. Markets for our commercial aviation products are influenced by the level of general economic activity, investment patterns in new aircraft, both passenger and cargo, cargo market trends and flight hours. Major locations for manufacturing and service are located in Germany, Norway, the United States, Sweden, Singapore and China.

Cargo-handling Systems and Equipment

Our cargo-handling systems include on-board automated 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.

Telair International is the exclusive supplier of main deck and lower deck cargo systems for the new Boeing 747-8. Telair is also the exclusive provider of lower deck systems for the Airbus A330/A340-200 and 300 aircraft. Airbus is currently producing over 80 of these aircraft per year. Telair has been selected to supply cargo systems for the Airbus A350 XWB airframe when it enters production. Telair is also the exclusive supplier of sliding carpet systems for bulk-loading of narrow body aircraft such as 737 passenger planes. The Telair narrowbody system speeds loading and unloading of baggage and cargo to speed turnaround and increase aircraft utilization. This system is being installed in new 737’s for American Airlines and Continental Airlines, as well as in 737’s and the A320 family aircraft for airlines all over the world. Telair also provides bin loading systems for Canadair (Bombardier) aircraft. In addition to the design and manufacture of cargo systems, we provide customers with aftermarket spare parts and repair services for their Telair systems.

Cargo Containment

We design, manufacture and repair unit loading devices, or ULDs, which include both cargo containers and pallets. In November 2007, we acquired Nordisk Aviation Products, expanding our customer base and global manufacturing and service capacity for cargo equipment. Nordisk globally has the widest ULD product line and specializes in ULDs that either reduce weight or maximize cargo volume by closely matching the interior contour of the aircraft. In 2009 Nordisk introduced the 55 kg Ultralite container, the lightest in its class. Weight reduction is a key factor in extending the range of aircraft, increasing payload and reducing fuel costs. Nordisk provides global support of its products with worldwide spare parts stocking and a network of affiliated repair stations.

Actuation

We manufacture and repair actuation devices and components for our systems and other related aircraft controls, including canopy and door actuators, cargo winches and flight controls. Teleflex actuators are used on the Boeing 747, 767 and 737 aircraft, as well as a number of military and legacy aircraft. In 2009, our actuation business won a significant order to provide actuation devices for the U.S. Air Force A-10 wing replacement program, as well as new content on the 747-8 and 747-Intercontinental.

Aerospace Segment Revenue Information

The following table sets forth the percentage of revenues for 2009, 2008 and 2007 by end market for the Aerospace Segment.

	2009			2008			2007
Commercial Aviation		95	%		98	%		93	%
Military, Industrial and Other		5	%		2	%		7	%

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 Commercial

Our Commercial Segment businesses principally design, manufacture and distribute steering and throttle controls and engine and drive assemblies primarily for the recreational marine market, and rigging products and services for oil exploration, dredging, mooring, construction and associated applications. Major manufacturing operations are located in Canada, the United States and Singapore.

Marine Steering and Throttle Controls and Engine Assemblies and Drive Parts

This is the largest single product category in the Commercial Segment, representing 68 percent of the Commercial Segment revenues in 2009. Products in this category include: shift and throttle cables; mechanical, hydraulic and electronic steering systems and throttle controls; engine drive parts; associated parts and products; and outdoor power components.

We are a leading global provider of both mechanical and hydraulic steering systems for recreational powerboats and mechanical, hydraulic, and electronic throttle controls. We also are a leading distributor of engine assemblies and drive parts, which are marketed under the well-known Sierra brand name. Our marine products are sold to OEMs, such as SeaRay, Bayliner, Volvo Penta, Mercury and Yamaha; and to the aftermarket through distributors, dealers and retail outlets and are widely available at marinas and retail outlets such as West Marine and Bass Pro Shops. Our major product brands include Teleflex Marine, TFXtreme, SeaStar, BayStar and Sierra.

We also manufacture and sell heaters that provide cold weather auxiliary heating solutions for commercial vehicles under the Proheat name and burner units that provide a heat source for military field feeding appliances.

Rigging Products and Services

Products in this category represented 32 percent of Commercial Segment revenues in 2009. Products include customized heavy-duty wire rope, wire rope assemblies, high tensile synthetic rope, synthetic assemblies and related rigging hardware. Our markets include oil drilling, marine transportation, marine construction and material handling. With strain testing capabilities, we also help our customers meet new safety legislation and regulations for moorings. In 2007, we enhanced our product offerings in this business through our acquisition of Southern Wire Corporation, a prominent wholesale provider of rigging services. With facilities in Texas, Louisiana, Nevada, Missouri, and Mississippi, our rigging products and services business serves over 1,500 active accounts.

Commercial Segment Revenue Information

The following table sets forth revenues for 2009, 2008 and 2007 by product category for the Commercial Segment.

	2009		2008		2007
	(Dollars in thousands)
Marine Driver Controls and Engine and Drive Parts	$	168,125	$	212,350	$	253,843
Rigging Products and Services	$	79,703	$	101,454	$	82,077

The following table sets forth the percentage of revenues for 2009, 2008 and 2007 by end market for the Commercial Segment.

	2009			2008			2007
Recreational Marine		47	%		54	%		63	%
Commercial Vehicles		13	%		14	%		12	%
Military		8	%		—			—
Rigging Products and Services		32	%		32	%		25	%

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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

 Medical Segment

The medical devices industry is highly competitive. We compete with many companies, ranging from small start-up enterprises to companies that are larger and more established than us with access to significant financial resources. Furthermore, new product development and technological change characterize the market in which we compete. We must continue to develop and acquire new products and technologies for our Medical Segment businesses to remain competitive. We believe that we compete primarily on the basis of clinical superiority and innovative features that enhance patient benefit, product reliability, performance, customer and sales support, and cost-effectiveness.

 Aerospace and Commercial Segments

The businesses within our Aerospace and Commercial segments generally face significant competition from competitors of varying sizes. 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. Competitors of the businesses with our Aerospace Segment include Goodrich Corporation, AAR Corp and Driessen Aerospace Group. Competition for our Commercial business tends to be fragmented.

SALES AND MARKETING

 Medical Segment

Our 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.

 Aerospace and Commercial Segments

Products sold to the aerospace market are sold through our own field representatives and distributors. 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. Rigging products and services includes both a retail business and a wholesale business, both of which sell through a direct sales force.

BACKLOG

 Medical Segment

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

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 Aerospace Segment

As of December 31, 2009, our backlog of firm orders for our Aerospace Segment was $45 million, of which we expect approximately 95 percent to be filled in 2010. Our backlog for our Aerospace Segment on December 31, 2008 was $68 million.

 Commercial Segment

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.

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 and Arrow brands, 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.

RESEARCH AND DEVELOPMENT

We are engaged in both internal and external research and development in our Medical, Aerospace and Commercial segments. Nearly 80% of our research and development costs occur in our Medical business in connection with our efforts to bring innovative new products to the markets we serve, and to enhance the clinical value, ease of use, safety and reliability of our existing product lines. Our research and development efforts support our strategic objectives to provide safe and effective products that reduce infections, improve patient and clinician safety, enhance patient outcomes and enable less invasive procedures.

Research and development in our Aerospace and Commercial businesses is focused on the development of lighter, more durable and more automated systems and products that facilitate cargo loading and containment on commercial aircraft and improve the performance of recreational boats.

We also acquire or license products and technologies that are consistent with our strategic objectives and enhance our ability to provide a full range of product and service options to our customers.

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.

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EMPLOYEES

We employed approximately 12,700 full-time and temporary employees at December 31, 2009. Of these employees, approximately 3,900 were employed in the United States and 8,800 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 reporting 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 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 with the SEC.

You can access financial and other information in the Investors section of our website which can be accessed at 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 electronically filing or furnishing such material 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 incorporated 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, 2010 and the positions and offices held by each such officer are as follows:

Name	Age		Positions and Offices with Company
Jeffrey P. Black		50	Chairman, Chief Executive Officer and Director
Richard A. Meier		50	Executive Vice President and Chief Financial Officer
Laurence G. Miller		55	Executive Vice President, General Counsel and Secretary
R. Ernest Waaser		53	President — Medical
John Suddarth		50	President — Aerospace and Commercial
Vince Northfield		46	Executive Vice President, Global Operations — Medical

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. Meier joined Teleflex as Executive Vice President and Chief Financial Officer in January 2010. Prior to joining Teleflex, Mr. Meier held various executive-level positions with Advanced Medical Optics, Inc., a global ophthalmic medical device company, from April 2002 to May 2009. He most recently served as President and Chief Operating Officer of Advanced Medical Optics from November 2007 to May 2009.

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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.

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.

Mr. Suddarth has been the President of our Aerospace and Commercial segments since March 2009. From July 2004 to March 2009, Mr. Suddarth was the President of Teleflex Aerospace. 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. 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.

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

We face significant uncertainty in the industry due to government health care reform.

Political, economic and regulatory influences are subjecting the health care industry to fundamental changes. We anticipate that the current presidential administration, Congress and certain state legislatures will continue to review and assess alternative health care delivery systems and payment methods with an objective of reducing health care costs and expanding access. The uncertainties regarding the final legislation and its implementation could continue to have an adverse effect on our customers’ purchasing decisions regarding our products and services. Any legislation enacted could represent opportunities and challenges. The potential exists that Medicare and Medicaid reimbursement in a variety of health care settings could be negatively impacted. Additionally, proposals to tax the sale of medical device technologies are being considered in Congress. At this juncture in the legislative process, it is not possible to determine the final magnitude of the tax or its precise structure and implementation. However, should a medical device manufacturers’ tax be enacted into law, its impact, along with the impact of health care reform to Medicare and Medicaid reimbursement as well as other aspects of the various reform plans to our industry, could have a material adverse effect on our financial condition, results of operations and cash flow. At this time, we cannot predict with certainty which, if any, health care reform proposals will be adopted, when they may be adopted or what impact they may have on us.

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 affected by the extent to which government healthcare programs and private health insurers reimburse our customers for patients’ medical expenses 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 determinations by, and the financial support of, government and third party insurers, the market for some of our medical products could be adversely affected.

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 reimbursement could harm our business. In addition, as a result of their purchasing power, third party 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.

Much of our business is subject to extensive government regulation, which may require us to incur significant expenses to ensure compliance; our failure to comply with those regulations could have a material adverse effect on our results of operations and financial condition

Numerous national and local government agencies in a number of countries regulate our products. The U.S. Food and Drug Administration (“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 for 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, or importing products from countries outside the United States. In addition, civil and criminal penalties, including exclusion under Medicaid or Medicare, could result from regulatory

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violations. Any one or more of these events could have a material adverse effect on our business, financial condition and results of operations.

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. The regulatory approval process may result in delayed realization of product revenues or in substantial additional costs, which could have a material adverse effect on our financial condition and results of operations. Our Medical Segment facilities are subject to periodic inspection by the FDA and 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.

On October 11, 2007, Arrow International received a corporate warning letter from the 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, our efforts to address the issues raised in the warning letter have required and may continue to require the dedication of significant internal and external resources. There can be no assurance 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.

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 become subject to additional environmental claims, which may include claims for personal injury or cleanup, based on our past, present or future business activities, which could also adversely affect our financial condition and results of operations.

Our strategic initiatives may not produce the intended growth in revenue and operating income.

We have disclosed operational strategies and initiatives. These strategies include making significant investments to achieve revenue growth and margin improvement targets. If we do not achieve the expected benefits from these investments or otherwise fail to execute on our strategic initiatives, we may not achieve the growth improvement we are targeting and our results of operations may be adversely affected. In addition, 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

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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.

We may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and may experience business disruptions, associated with announced restructuring, realignment and cost reduction activities.

Over the past few years we have announced several restructuring, realignment and cost reduction initiatives, including significant realignments of our businesses, employee terminations and product rationalizations. While we have started to realize the efficiencies of these actions, these activities may not produce the full efficiency and cost reduction benefits we expect. Further, such benefits may be realized later than expected, and the ongoing costs of implementing these measures may be greater than anticipated. If these measures are not successful or sustainable, we may undertake additional realignment and cost reduction efforts, which could result in future charges. Moreover, our ability to achieve our other strategic goals and business plans may be adversely affected and we could experience business disruptions with customers and elsewhere if our restructuring and realignment efforts prove ineffective.

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

The medical device industry is characterized by rapid product development and technological advances. In addition, while our products for the aerospace and commercial industries generally have longer life cycles, many of those products require changes in design or other enhancements to meet the evolving needs of our customers. 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. Our product development efforts 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 or enhance existing products. Our failure to successfully develop and market new products or enhance existing products could reduce our revenues and margins, which would have an adverse effect on our business, financial condition and results of operations.

We may incur material losses and costs as a result of product liability, warranty, recall and other 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. In addition, our products for the

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aerospace and commercial industries are used in potentially hazardous environments. Although we carry 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 we may 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 also are party to various lawsuits and claims arising in the normal course of business involving 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 litigation, including regulatory matters, is often difficult to 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 or results of operations.

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

As of December 31, 2009, our outstanding indebtedness was approximately $1.2 billion. We will be required to use a significant portion of our operating cash flow to reduce our indebtedness over the next few years. As a result, cash flow available to fund working capital, capital expenditures, acquisitions, investments and dividends may be limited. 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 below as our senior debt facilities, impose certain operating and financial covenants that could 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 debt facilities require us to comply with a number of covenants, including covenants that require us to maintain specified financial ratios, which are described in more detail in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our ability to meet those financial ratios can be affected by events beyond our control, and we cannot assure that, in the event of a significant deterioration of our operating results, we will be able to satisfy those ratios. A breach of any of these covenants could result in a default under our senior debt facilities. If we fail to maintain compliance with these covenants and cannot obtain a waiver from the lenders under the senior debt facilities, the lenders could elect to declare all amounts outstanding under the senior debt facilities to be immediately due and payable and

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terminate all commitments to extend further credit under the facilities. If the lenders under the senior debt facilities accelerate the repayment of borrowings and we are not able to obtain financing to enable repayment, we likely would have to liquidate significant assets, which nevertheless may not be sufficient to repay our borrowings.

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. As of, and for the year ended, December 31, 2009, approximately 41% of our total fixed assets and 46% 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;

    •   restrictions and taxes related to the repatriation of foreign earnings;

    •   differing labor regulations;

    •   differing protection of intellectual property;

    •   unsettled political and economic conditions and possible terrorist attacks against American interests.

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.

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 denominated in non-functional currency in order to reduce the effects of currency rate fluctuations, 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.

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Fluctuations in our effective tax rate and changes to tax laws may adversely affect our results.

As a company with significant operations outside of the U.S., we are subject to taxation in numerous countries, states and other jurisdictions. As a result, our effective tax rate is derived from a combination of applicable tax rates in the various countries, states and other jurisdictions in which we operate. In preparing our financial statements, we estimate the amount of tax that will become payable in each of the countries, states and other jurisdictions in which we operate. Our effective tax rate, however, may be lower or higher than experienced in the past due to numerous factors, including a change in the mix of our profitability from country to country, changes in accounting for income taxes and changes in tax laws. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations, which could have an adverse effect on our business and results of operations. In addition, unfavorable results of tax audits and changes in tax laws in jurisdictions in which we operate, among other things, could adversely affect our results of operations and cash flows.

An interruption in our manufacturing operations may adversely affect our business.

Many of our key products across all three of our business segments are manufactured at single locations, with limited alternate facilities. If an event occurs that results in damage to one or more of our facilities, it may not be possible to timely manufacture the relevant products at previous levels or at all. In addition, with respect to our Medical Segment, due to the stringent regulations and requirements of the FDA and other regulatory authorities regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources for certain components or materials. A reduction or interruption in manufacturing, or an inability to secure alternative sources of raw materials or components that are acceptable to us, could have an adverse effect on our results of operations and financial condition.

Further adverse developments in general domestic and global economic conditions combined with a continuation of volatile global credit markets could adversely impact our operating results, financial condition and liquidity.

We are subject to risks arising from adverse changes in general domestic and global economic conditions, including recession or economic slowdown and disruption of credit markets. The credit and capital markets experienced extreme volatility and disruption over the past year, leading to recessionary conditions and depressed levels of consumer and commercial spending. These recessionary conditions have caused customers to reduce, modify, delay or cancel plans to purchase our products and services. While recent indicators suggest modest improvement in the United States and global economy, we cannot predict the timing or extent of any economic recovery or the extent to which our customers will return to more normalized spending behaviors. If the recessionary conditions continue or worsen, our customers may terminate existing purchase orders or reduce the volume of products or services they purchase from us in the future. 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. These types of actions by our suppliers 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.

In addition, 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. Adverse economic and financial market conditions may result in future charges to recognize impairment in the carrying value of our goodwill and other intangible assets, which could have a material adverse effect on our financial results.

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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 our 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 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.

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

Approximately 13% of our net revenues are generated 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.

ITEM 1B.   UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.   PROPERTIES

Our operations have approximately 118 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.

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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		56,000		Leased
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
Olive Branch, MS		80,000		Leased
Aerospace Segment
Holmestrand, Norway		152,000		Leased
Simi Valley, CA		122,000		Leased
Miesbach, Germany		112,000		Leased

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, 2009, 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 cited 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 expressed concerns with Arrow’s quality systems, including complaint handling, corrective and preventive action, process and design validation, inspection and training procedures. It also advised that Arrow’s corporate-wide program to evaluate, correct and prevent quality system issues has been deficient. Limitations on pre-market approvals and certificates for foreign governments had

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previously been imposed on Arrow based on prior inspections and the corporate warning letter did 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 included 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. At the end of 2009, the FDA began its reinspections of the Arrow facilities covered by the corporate warning letter. These inspections have been substantially completed, and the FDA has issued certain written observations to Arrow as a result of those inspections. We are currently in the process of responding to those observations and communicating with the FDA regarding resolution of all outstanding issues.

While the Company continues to believe it has substantially remediated these issues through the corrective actions taken to date, there can be no assurances that these issues have been resolved 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.

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, 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

Not applicable.

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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 2009 and 2008 are shown below.

Price Range and Dividends of Common Stock

2009	High		Low		Dividends
First Quarter	$	54.61	$	37.56	$	0.340
Second Quarter	$	46.54	$	37.21	$	0.340
Third Quarter	$	51.31	$	42.34	$	0.340
Fourth Quarter	$	55.30	$	47.00	$	0.340

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

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 $223 million of retained earnings was available for dividends and stock repurchases at December 31, 2009. On February 23, 2010, the Board of Directors declared a quarterly dividend of $0.34 per share on our common stock, which is payable on March 15, 2010 to holders of record on March 3, 2010. As of February 23, 2010, we had approximately 804 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. Through December 31, 2009, no shares have been purchased under this Board authorization. See “Stock Repurchase Programs” contained in the Management Discussion and Analysis of Financial Condition and Results of Operations” on page 42 for more information.

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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, 2004 and that all dividends were reinvested.

MARKET PERFORMANCE
Comparison of Cumulative Five Year Total Return

Company/Index	2004		2005		2006		2007		2008		2009
Teleflex Incorporated		100		128		129		128		104		116
S&P 500 Index		100		107		122		128		81		102
S&P MidCap 400 Index		100		115		125		135		86		118

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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 2008 and 2007 financial results.

	2009			2008			2007			2006			2005
	(Dollars in thousands, except per share)
Statement of Income Data:
Net revenues(1)	$	1,890,062		$	2,066,731		$	1,575,082		$	1,327,969		$	1,260,685
Income from continuing operations before interest and taxes	$	269,768		$	264,956	(2)	$	143,499	(2)	$	134,038		$	144,182
Income (loss) from continuing operations	$	142,942		$	98,116	(2)	$	(31,655	)(2)	$	69,757		$	78,723
Amounts attributable to common shareholders for income (loss) from continuing operations	$	141,785		$	97,369	(2)	$	(32,180	)(2)	$	70,071		$	79,556
Per Share Data:
Income (loss) from continuing operations — basic	$	3.57		$	2.46		$	(0.82	)	$	1.76		$	1.96
Income (loss) from continuing operations — diluted	$	3.55		$	2.44		$	(0.82	)	$	1.75		$	1.94
Cash dividends	$	1.36		$	1.34		$	1.245		$	1.105		$	0.97
Balance Sheet Data:
Total assets	$	3,839,005		$	3,926,744		$	4,187,997		$	2,361,437		$	2,403,048
Long-term borrowings, less current portion	$	1,192,491		$	1,437,538		$	1,540,902		$	487,370		$	505,272
Shareholders’ equity	$	1,580,241		$	1,246,455		$	1,328,843		$	1,189,421		$	1,142,074
Statement of Cash Flows Data:
Net cash provided by operating activities from continuing operations	$	189,813	(4)	$	105,656	(4)	$	234,329		$	130,291		$	192,850
Net cash (used in) provided by financing activities from continuing operations	$	(402,213	)	$	(180,769	)	$	1,111,418		$	(192,768	)	$	(253,769	)
Net cash provided by (used in) investing activities from continuing operations	$	282,374		$	(33,108	)	$	(1,513,140	)	$	(62,791	)	$	90,721
Free cash flow(3)	$	159,404		$	70,487		$	192,946		$	95,290		$	159,014

	Certain reclassifications have been made to the prior year consolidated financial statements as a result of new accounting guidance to conform to current period presentation. Certain financial information is presented on a rounded basis, which may cause minor differences.
(1)	Amounts exclude the impact of certain businesses sold or discontinued, which have been presented in our consolidated financial results as discontinued operations.

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(2) The table below sets forth the effect of certain items on 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 repayment of a portion of the Company’s long-term debt.

	2008 Impact				2007 Impact
					Income from
	Income from				Continuing
	Continuing		Income (Loss)		Operations		Income (Loss)
	Operations		from		Before		from
	Before Interest		Continuing		Interest and		Continuing
	and Taxes		Operations		Taxes		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	$	—	$	—	$	—	$	80,910
(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. 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 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. Management believes that free cash flow is a useful measure to investors because it facilitates an assessment of funds available to satisfy current and future obligations, pay dividends and fund acquisitions. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain non-discretionary obligations, such as debt service, that are not deducted from the measure. 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 the Securities and Exchange Commission rules.

	2009		2008		2007		2006		2005
	(Dollars in thousands)
Free cash flow	$	159,404	$	70,487	$	192,946	$	95,290	$	159,014
Capital expenditures		30,409		35,169		41,383		35,001		33,836
Net cash provided by operating activities from continuing operations	$	189,813	$	105,656	$	234,329	$	130,291	$	192,850

(4) Both 2009 and 2008 cash flow from continuing operations reflect the impact of estimated tax payments made in connection with businesses divested of $97.5 million and $90.2 million, respectively.

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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. 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.

Over the past several years, we significantly changed the composition of our portfolio through acquisitions, principally in our Medical Segment, and divestitures in both our Aerospace and Commercial segments. These portfolio actions resulted in a significant expansion of our Medical Segment operations and a significant reduction in our Aerospace and Commercial Segment operations. As a result, our Medical Segment now accounts for over 75% of our revenues from continuing operations and over 90% of our segment operating profit. The following bullet points summarize our more significant acquisitions and divestitures, which occurred in 2007 and 2009. The results for the acquired businesses are included in the respective segments. See Notes 3 and 18 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, 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, for approximately $25 million.

Commercial Segment

    •   September 2009 — Divested business units that design and manufacture heavy-duty truck and locomotive auxiliary power units, truck and bus climate control systems, and components and systems for the use of alternative fuels in industrial vehicles and passenger cars with 2008 annual revenues of approximately $97 million, for approximately $14.5 million in cash.

    •   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, for approximately $20 million.

Aerospace Segment

    •   March 2009 — Divested our 51% interest in Airfoil Technologies International Singapore Pte. Ltd. (“ATI Singapore”), which provides engine repair technologies and services primarily for critical components of flight turbines, including fan blades, compressors and airfoils, with 2008 annual revenues of approximately $257 million, for approximately $300 million in cash.

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

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    •   June 2007 — Divested Teleflex Aerospace Manufacturing Group (“TAMG”), a precision-machined components business with 2006 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, 2009, our outstanding indebtedness was approximately $1.2 billion, down from $1.5 billion as of December 31, 2008, primarily due to the use of $240 million of the proceeds from the sale of the ATI businesses to repay and reduce indebtedness. For additional information regarding our indebtedness, please see “Liquidity and Capital Resources” below and Note 9 to our consolidated financial statements included in this Annual Report on Form 10-K.

Global Economic Conditions

The global recessionary conditions that prevailed throughout 2009 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. At Teleflex, these economic developments principally affected our Aerospace and Commercial Segments during 2009, and, in response, we adjusted production levels and engaged in new restructuring activities. Although, on a consolidated basis, the economic conditions did not have a significant adverse impact on our financial position, results of operations or liquidity during 2009, 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 below under “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 was primarily felt in our U.S. and Asian markets during 2009. European healthcare markets were less affected due to the predominantly public funding mechanisms in those systems.

Hospitals in some regions of the United States experienced a decline in admissions, a weaker payor mix, and a reduction in elective procedures. Hospitals consequently took actions to reduce their costs, including limiting their capital spending, and distributors in the supply chain reduced inventory levels during 2009. The impact of these actions were most pronounced in capital goods markets, which affected our surgical instrument and cardiac assist businesses, and in the orthopedic sector which impacted our orthopedic OEM business. Approximately 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 if hospital admission rates or payor mix decline further as a result of continuing high unemployment rates (and subsequent loss of insurance coverage by consumers).

Although the impact of the global recession outside the United States has been less pronounced to date, funding for foreign healthcare institutions could be affected in the future as governments make further spending adjustments and enact versions of healthcare reform to lower overall healthcare costs. During 2009, the public healthcare systems in certain countries in Western Europe, most notably Greece, Spain, Portugal and Italy, have experienced reduced liquidity due to recessionary conditions which has resulted in a slow down in payments to us. We believe this situation will be with us until these countries are able to find alternative funding sources to their respective public healthcare sectors. In 2009, sales into the public hospital systems in these countries were approximately 4% of our total sales.

Distributors in certain Asian markets were negatively impacted by credit availability and large swings in currency values early in 2009 but returned to more normal order patterns later in the year.

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Significant fundamental changes are currently being proposed to the healthcare system in the U.S. The U.S. House of Representatives and Senate passed versions of health care reform legislation late in 2009. The bills in their current form contain provisions that (i) mandate health insurance coverage, (ii) introduce various insurance market reforms and (iii) seek to finance the cost of health care reform by reductions in Medicare and Medicaid reimbursement and the levy of a variety of payroll taxes and fees on individuals and employers, including the imposition of fees on medical device manufacturers, such as Teleflex. The potential impact of these reforms remains uncertain. The addition of significant numbers of currently uninsured patients into the healthcare system could spur additional volume demand for our products. However, reductions in Medicare and Medicaid reimbursement could negatively affect pricing. We continue to study the evolution of the House and Senate bills, but until legislation is passed in final form, we will be unable to ascertain the anticipated impact on Teleflex.

    •   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 were exacerbated by the economic crisis in 2009 even though fuel prices have decreased from these record levels. The sharp drop in fuel costs toward the end of 2008 was a positive development for airlines, as it offset somewhat the recession related drop in revenues for both passenger and cargo traffic. Although lower traffic makes it more difficult to sell cargo containment equipment due to reduced demand, new aircraft production and weight and greenhouse gas reduction objectives create some opportunities in these markets. Despite the fact that our installed base of equipment continues to grow, short term lower overall aircraft utilization will reduce demand for spare parts and repair services in all three of our Aerospace businesses. 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 than what we initially anticipated.

    •   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, environmental and other regulatory matters all affect the market outlook for the businesses in this segment. Very high fuel prices in 2008 began a trend of declining demand in the recreational marine market and the global recession that followed caused this trend to continue in 2009 in spite of moderating fuel costs. Although we experienced continued softness in the markets for new boats, aftermarket sales of replacement parts grew in the second half of 2009. Our rigging services business was adversely impacted by sharp drops in construction activity and in oil and gas exploration in 2009. We expect that growth will be a challenge in our Commercial Segment until there is a return to global economic growth and improvement in consumer confidence.

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.

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The following comparisons exclude the impact of the operations of the ATI businesses, Power Systems, TAMG, and the GMS businesses which have been presented in our consolidated financial results as discontinued operations (see Note 18 to our consolidated financial statements included in this Annual Report on Form 10-K and “Discontinued Operations” in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of discontinued operations).

 Revenues

	2009		2008		2007
	(Dollars in millions)
Net revenues	$	1,890.1	$	2,066.7	$	1,575.1

Net revenues decreased approximately 9% to $1.89 billion in 2009 from $2.07 billion in 2008. Reduced revenues from core business caused 6% of the decline while foreign currency movements caused the other 3% of the decline. As a result of 2% core growth in the fourth quarter in the Medical Segment, core revenue in that segment was flat in 2009 compared to 2008, but core revenue declined in the Aerospace and Commercial segments 24% and 17%, respectively in 2009 compared to 2008. Weak global economic conditions have negatively impacted markets served by our Aerospace and Commercial segments throughout 2009.

Net revenues increased approximately 31% to $2.07 billion in 2008 from $1.58 billion in 2007. Businesses acquired in 2008 accounted for almost all of this increase in revenues, as foreign currency translation contributed 1% to revenue growth, while revenues from core business were essentially unchanged compared to 2007. Core revenue growth in the Medical (2%) and Aerospace (1%) segments 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.

 Gross profit

	2009			2008			2007
	(Dollars in millions)
Gross profit	$	814.1		$	855.0		$	591.8
Percentage of sales		43.1	%		41.4	%		37.6	%

Gross profit as a percentage of revenues increased to 43.1% in 2009 from 41.4% in 2008 with all three segments experiencing increases in gross profit as a percentage of revenues. The principal factors that impact the overall increase were a higher percentage of Medical revenues (77% of total revenues in 2009 compared to 73% in 2008), a $7 million fair value adjustment to inventory in the first quarter of 2008 related to inventory acquired in the Arrow acquisition, which did not recur in 2009, synergies from the Arrow acquisition and manufacturing cost reductions implemented in each of our three segments, partly offset by higher pension expense in 2009 because of the decline in the value of our pension assets at the end of 2008 as a result of losses experienced in the global equity markets.

Gross profit as a percentage of revenues increased to 41.4% in 2008 from 37.6% in 2007. This trend was 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 margins in the Aerospace Segment were 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.

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 Selling, engineering and administrative

	2009			2008			2007
	(Dollars in millions)
Selling, engineering and administrative	$	519.9		$	562.6		$	407.3
Percentage of sales		27.5	%		27.2	%		25.9	%

Selling, engineering and administrative expenses (operating expenses) as a percentage of revenues were 27.5% in 2009 compared to 27.2% in 2008. The increase in the amount as a percentage of revenues is due to the year-on-year decline in revenues. The reduction in the dollar value of these costs was principally the result of cost reduction initiatives throughout the Company, including restructuring and integration activities in connection with the Arrow acquisition and the 2008 Commercial segment restructuring program, and lower spending on remediation of FDA regulatory issues. These factors resulted in an aggregate reduction in expenses of approximately $45 million.

Selling, engineering and administrative expenses as a percentage of revenues were 27.2% in 2008 compared to 25.9% 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.

 Goodwill impairment and in-process R&D charge

	2009		2008		2007
	(Dollars in millions)
Goodwill impairment	$	6.7	$	—	$	2.4
In-process R&D charge	$	—	$	—	$	30.0

In 2009, we performed an interim review of goodwill for our Cargo Container reporting unit during the second quarter as a result of the difficult market conditions confronting the Cargo Container reporting unit and the significant deterioration in its operating performance, which accelerated in the second quarter of 2009. Upon conclusion of this review, we determined that goodwill in the Cargo Container operations was impaired, and we recorded an impairment charge of $6.7 million in the second quarter of 2009.

In 2007, we recorded a $2.4 million goodwill impairment charge related to a write-down to the agreed selling price of one of our variable interest entities in the Commercial Segment.

The $30.0 million write-off of in-process research and development costs in 2007 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

	2009			2008			2007
	(Dollars in millions)
Interest expense	$	89.5		$	121.6		$	74.7
Average interest rate on debt during the year		5.76	%		6.13	%		6.33	%
Interest income	$	(2.5	)	$	(2.3	)	$	(9.4	)

Interest expense decreased in 2009 due to an approximate $350 million reduction in debt during the year, principally reflecting the $240 million of debt repaid in the first quarter of 2009 from the proceeds of the sale of the ATI business.

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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 Taxes on income from continuing operations

	2009			2008			2007
Effective income tax rate		21.8	%		32.6	%		140.4	%

The effective tax rate in 2009 was 21.8% compared to 32.6% in 2008. Taxes on income from continuing operations in 2009 were $39.9 million compared to $47.5 million in 2008. The decrease in the effective tax rate was due to (i) a decrease in deferred state tax liabilities driven by changes to applicable state tax laws and (ii) a reduction in the current year for reserves for uncertain tax positions as audits and settlements were closed, and fewer new reserves were established than in the prior year.

The effective tax rate in 2008 was 32.6% compared to 140.4% in 2007. Taxes on income from continuing operations of $109.9 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 $80.9 million. The Company did not incur similar charges in 2009 or 2008.

 Restructuring and other impairment charges

	2009		2008		2007
	(Dollars in millions)
2008 Commercial restructuring program	$	2.2	$	0.4	$	—
2007 Arrow integration program		7.0		16.0		0.9
2006 restructuring programs		—		0.9		1.9
2004 restructuring and divestiture program		—		—		0.7
Impairment charges		5.8		10.4		3.9
Total	$	15.0	$	27.7	$	7.4

In December 2008, we began certain restructuring initiatives that affect the Commercial Segment. These initiatives involved the consolidation of operations and a related reduction in workforce at three of our facilities in Europe and North America. We implemented these initiatives as a means to address an expected continuation of weakness in the marine and industrial markets. These costs amounted to approximately $2.2 million during 2009. As of December 31, 2009, we have completed the 2008 Commercial Segment restructuring program. We expect to have realized annual pre-tax savings of between $3.5 - $4.5 million in 2010 as a result of actions taken in connection with this program.

In connection with the acquisition of Arrow during 2007, we formulated a plan related to the integration of Arrow and our other Medical businesses. The integration plan focused 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 $7.0 million during 2009. As of December 31, 2009, we estimate that the aggregate of future restructuring and impairment charges that we will incur in connection with the Arrow integration plan are approximately $1.3 — $2.3 million in 2010. Of this amount, $1.0 — $1.5 million relates to employee termination costs, $0.2 — $0.5 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 classification as restructuring costs. In 2009 these costs amounted to

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$2.5 million and are reported in the Medical Segment’s operating results in materials, labor and other product costs and in selling, engineering and administrative expenses. We expect to have realized annual pre-tax savings of between $70-$75 million by the end of 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.

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

During the second quarter of 2009, we recorded $2.3 million in impairment charges with respect to an intangible asset in our Commercial Segment. During the third quarter of 2009, we recorded a $3.3 million impairment charge related to our investment in a California real estate venture. In 2004, we contributed property and other assets that had been part of one of our former manufacturing sites to the real estate venture. During the third quarter of 2009, based on continued deterioration in the California real estate market, we concluded that our investment was not recoverable and recorded the impairment charge to fully write-off our investment in this venture.

Impairment charges in 2008 included $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 related to 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 and a building held for sale were impaired and recorded an aggregate charge of $3.9 million.

Segment Review

	Year Ended December 31						% Increase/(Decrease)
	2009		2008		2007		2009 vs 2008			2008 vs 2007
	(Dollars in millions)
Segment data:
Medical	$	1,457.1	$	1,499.1	$	1,041.3		(3	)		44
Aerospace		185.1		253.8		197.8		(27	)		28
Commercial		247.9		313.8		336.0		(21	)		(7	)
Net revenues	$	1,890.1	$	2,066.7	$	1,575.1		(9	)		31
Medical	$	305.1	$	286.3	$	182.6		7			57
Aerospace		15.4		26.1		18.3		(41	)		43
Commercial		15.2		26.1		32.0		(42	)		(19	)
Segment operating profit	$	335.7	$	338.5	$	232.9		(1	)		45

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The percentage increases or (decreases) in revenues during the years ended December 31, 2009 and 2008 compared to the respective prior years were due to the following factors:

	% Increase/(Decrease)
	2009 vs 2008												2008 vs 2007
	Medical			Aerospace			Commercial			Total			Medical		Aerospace		Commercial			Total
Core growth		—			(24	)		(17	)		(6	)		2		1		(9	)		—
Currency impact		(3	)		(3	)		(1	)		(3	)		2		3		—			1
Acquisitions		—			—			—			—			40		24		3			30
Dispositions		—			—			(3	)		—			—		—		(1	)		—
Total Change		(3	)		(27	)		(21	)		(9	)		44		28		(7	)		31

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 17 to our consolidated financial statements included in this Annual Report on Form 10-K.

Medical

Comparison of 2009 and 2008

Medical Segment net revenues declined 3% in 2009 to $1,457.1 million, from $1,499.1 million in 2008, entirely due to foreign currency fluctuations, mainly the stronger U.S. dollar against the Euro during the first three quarters of 2009. In the aggregate, we experienced no growth in core revenue in 2009 over 2008, as growth in critical care products in Europe and Asia/Latin America of approximately $11 million was offset by approximately $9 million lower sales of orthopedic instrumentation products to OEMs in North America and approximately $8 million lower sales of surgical products in North America and Europe.

Net sales for 2009, 2008 and 2007 by product group for the Medical Segment are comprised of the following:

	Year Ended December 31						% Increase/(Decrease)
	2009		2008		2007		2009 vs 2008			2008 vs 2007
	(Dollars in millions)
Critical Care	$	939.4	$	957.1	$	578.1		(2	)		66
Surgical Care		282.9		296.0		294.5		(4	)		1
Cardiac Care		70.8		72.9		18.2		(3	)		300
OEM		149.8		158.3		138.1		(5	)		15
Other		14.2		14.8		12.4		(4	)		19
Net Revenues	$	1,457.1	$	1,499.1	$	1,041.3		(3	)		44

Disposable Medical Products for Critical Care

The decrease in critical care product sales during 2009 compared to 2008 was entirely due to currency fluctuations as core revenue in this product group increased approximately 1% in 2009. Higher sales of vascular access, urology and anesthesia products of approximately $12 million were partially offset by approximately $6 million lower sales of respiratory products, principally as a result of distributor de-stocking in North America in early 2009.

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Surgical Instruments and Medical Devices

Surgical product sales declined approximately 4% in 2009 compared to 2008. Foreign currency movements negatively impacted sales by approximately 3%, and lower sales in the instrumentation product line in Europe and North America led the 1% decline in core revenue. We believe this decline in sales resulted from hospitals limiting their capital budgets for these products and distributors reducing inventory in the supply chain.

Cardiac Care Devices

The decrease in sales of cardiac care products in 2009 compared to 2008 is mainly due to currency movements, hospital capital budget constraints and a voluntary product recall during the first quarter of 2009.

Devices for Original Equipment Manufacturers (“OEM”)

Sales of devices to OEMs decreased primarily as a result of approximately $9 million lower sales of orthopedic instrumentation as higher sales of specialty sutures and other devices of approximately $2 million was offset by the impact of currency movements. A reduction in new product launches by OEM customers and overall weakness in OEM orthopedic markets due to hospital budgetary constraints and postponement of certain elective surgical procedures have had a negative impact on demand for our orthopedic instrumentation products.

Operating profit in the Medical Segment increased 7% in 2009 to $305.1 million, from $286.3 million in 2008. The negative impact on operating profit from a stronger U.S. dollar during the first three quarters of 2009 was more than offset by approximately $20 million of lower manufacturing and selling, general and administrative costs during 2009 as a result of cost reduction initiatives, including restructuring and integration activities in connection with the Arrow acquisition, and approximately $18 million lower expenses related to the remediation of FDA regulatory issues. Also, a $7 million expense for fair value adjustment to inventory in the first quarter of 2008 related to inventory acquired in the Arrow acquisition, which did not recur in 2009, had a favorable impact on the comparison of 2009 operating profit to the prior year.

During the first quarter 2010, we undertook a voluntary recall of our custom IV tubing product. Estimated costs to be incurred for the recall are in a range of approximately $4.5 million to $7.5 million, pretax. Of that amount, $1.7 million relates to units sold or produced in 2009 and is included in materials, labor and other product costs in the 2009 consolidated statement of income.

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.

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.

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Aerospace

Comparison of 2009 and 2008

Aerospace Segment net revenues declined 27% in 2009 to $185.1 million, from $253.8 million in 2008. Core revenue reductions accounted for nearly all (24%) of the decline in revenue. Weakness in the commercial aviation sector throughout 2009 resulted in reduced sales to commercial airlines and freight carriers of wide body cargo spare components and repairs, cargo containers and actuators. This market weakness has also reduced the number of aftermarket cargo system conversions, resulting in lower sales of multi-deck wide body cargo handling systems, which offset the impact of higher sales of single deck wide body systems on passenger aircraft.

Segment operating profit decreased 41% in 2009 to $15.4 million, from $26.1 million in 2008. This decline was principally due to the sharply lower sales volumes across all product lines, including the unfavorable mix in 2009 of lower margin single deck system sales compared with a mix in 2008 that was weighted more toward aftermarket multi-deck system conversions and spares and repairs. The impact from lower sales volumes was partially offset by cost reduction initiatives that resulted in operating cost reductions of approximately $9 million during 2009.

Comparison of 2008 and 2007

Aerospace Segment net revenues grew 28% in 2008 to $253.8 million, from $197.8 million in 2007. The expansion of the cargo containers product line due to the acquisition of Nordisk Aviation Products accounted for 24% of this increase. The 1% 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 43% in 2008 to $26.1 million, from $18.3 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.

Commercial

Comparison of 2009 and 2008

Commercial Segment net revenues declined approximately 21% in 2009 to $247.9 million, from $313.8 million in 2008. Core revenue reductions accounted for 17% of the decline, which was principally the result of a decrease in demand for rigging services (7%), and a decline in sales of marine products to OEM manufacturers for the recreational boat market (15%), partially offset by approximately $20 million of higher sales of the modern burner unit to the U.S. Military.

In 2009, segment operating profit decreased 42% to $15.2 million compared to $26.1 million in 2008. This decrease was principally due to the lower sales volumes of rigging products and marine products to OEM manufacturers for the recreational boat market and sale of higher cost inventory in the rigging services business, which more than offset the impact from the elimination of approximately $8 million of operating costs in 2009 and higher sales of the modern burner unit to the U.S. Military.

Comparison of 2008 and 2007

Commercial Segment net revenues declined approximately 7% in 2008 to $313.8 million, from $336.0 million in 2007. Core revenue declined 9% as a result of a 12% decline in sales of marine products for the recreational boat market offset by a 3% 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 products.

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In 2008, segment operating profit decreased 19% to $26.1 million compared to $32.0 million in 2007. This decrease was principally due to a lower operating profit in the marine business resulting from lower sales in 2008 and unfavorable currency impact of approximately $3 million partially offset by an increase in the rigging services business due to an acquisition during 2007.

Discontinued Operations

During the third quarter of 2009, we completed the sale of our Power Systems operations to Fuel Systems Solutions, Inc. for $14.5 million and realized a loss of $3.3 million, net of tax. During the second quarter, we recognized a non-cash goodwill impairment charge of $25.1 million to adjust the carrying value of these operations to their estimated fair value. In the third quarter of 2009, we reported the Power Systems operations, including the goodwill impairment charge, in discontinued operations.

On March 20, 2009, we completed the sale of our 51 percent ownership interest in ATI Singapore to GE Pacific Private Limited for $300 million in cash. ATI Singapore, which provides engine repair products and services for critical components of flight turbines, was part of a joint venture between General Electric Company (“GE”) and us. In December 2009, we completed the transfer of our ownership interest in the remaining ATI business (together with ATI Singapore, the “ATI businesses”) to GE for a nominal amount.

At the end of 2007, we completed the sale of our GMS businesses to Kongsberg Automotive Holding ASA for $560 million in cash. In the second quarter of 2008, we refined our estimates for the post-closing adjustments based on the provisions of the purchase agreement with Kongsberg Automotive Holdings on the sale of the GMS businesses. Also during 2008, we recorded a charge for the settlement of a contingency related to the sale of the GMS businesses. These activities resulted in a decrease in the gain on sale of the GMS businesses and are reported in discontinued operations as a loss of $14.2 million, net of taxes of $6.0 million.

On June 29, 2007, we completed the sale of a precision-machined components business in our Aerospace Segment for approximately $134 million in cash.

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 18 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.

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 global recessionary conditions that persisted throughout 2009 affected the operating results of our various businesses as described above in “Results of Operations.” Nevertheless, we currently do not foresee any difficulties in 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 defaults by our customers, and we have sufficient lending commitments in place to enable us to fund additional operating needs. However, in light of current economic conditions, there is an increased risk that our customers and suppliers may be unable to access liquidity. If current market conditions deteriorate further, 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.

The precipitous deterioration in the securities markets that occurred during 2008 and the subsequent moderate recovery in these markets during 2009 has impacted the market value of the assets included in our defined benefit pension plans. As a result of these market conditions, the market value of assets in our domestic

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pension funds declined in value by approximately $76 million, or 29%, during 2008 and recovered approximately $37 million, or 22%, in 2009. These events did not have a significant impact on our pension funding requirements in 2009, nor do we expect a significant impact on 2010 funding requirements, 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. A majority 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 primarily invested in publicly traded equity and fixed income securities.

We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which those funds can be accessed on a cost effective basis. 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 the U.S. and to other international subsidiaries when it is cost effective to do so. During 2009 we repatriated approximately $363 million of cash from our foreign subsidiaries and we expect to access approximately $70 million of cash from foreign subsidiaries in 2010 to help fund debt service and other cash requirements. 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. During 2009 we repaid approximately $359 million of debt from the proceeds of the sale of businesses and from cash generated from operations. As a result, we have no scheduled principal payments under our senior credit facility until September 2011. Our next scheduled senior note principal payment is in July 2011 for $145 million. We anticipate our domestic interest payments for 2010 will be approximately $69 million. To the extent we cannot, or choose not to, repatriate cash from foreign subsidiaries in time to meet quarterly debt service or other requirements our revolving credit facility can be 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,
	2009			2008			2007
	(Dollars in millions)
Cash flows from continuing operations provided by (used in):
Operating activities	$	189.8		$	105.7		$	234.3
Financing activities		(402.2	)		(180.8	)		1,111.4
Investing activities		282.4			(33.1	)		(1,513.1	)
Cash flows provided by discontinued operations		2.1			21.9			106.8
Effect of exchange rate changes on cash and cash equivalents		8.9			(7.8	)		13.5
Increase (decrease) in cash and cash equivalents	$	81.0		$	(94.1	)	$	(47.1	)

Cash Flow from Operating Activities

Lower tax payments of approximately $25 million, lower interest payments of approximately $25 million and approximately $16 million greater reduction in working capital were the primary contributors to the higher cash flow from operations in 2009 compared to 2008.

Changes in our operating assets and liabilities resulted in an aggregate decrease in cash from operations of approximately $101 million during 2009 which was comprised of a reduction in taxes of approximately $121 million offset by the impact from a reduction of working capital of approximately $20 million. The

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reduction in taxes includes $97.5 million of taxes paid in connection with businesses divested in 2009. The reduction in working capital results principally from (i) lower accounts receivable, primarily in the Commercial and Aerospace segments generally, reflecting lower sales, partly offset by higher receivables in the Medical Segment due to a slow down in payments from public hospitals in Italy, Spain, Portugal and Greece where funding has been under pressure due to weak economic conditions; (ii) lower inventory due largely to efforts in both the Aerospace and Commercial segments in response to weak demand during 2009, generally, coupled with deliveries of cargo handling systems in the Aerospace Segment whose delivery schedules had been delayed from 2008 into 2009; partly offset by (iii) lower accounts payable and accrued expenses largely due to reduced spending on inventory in the Aerospace and Commercial segments coupled with payments of termination benefits and contract termination costs in restructuring and integration reserves.

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.

Changes in our operating assets and liabilities resulted in an aggregate decrease in cash from operations of approximately $104 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 $14 million, increase in accounts payable and accrued expenses of $3 million, decrease in accounts receivable of $11 million, and a decrease in other operating assets of $4 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 $11 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.

Cash Flow from Investing Activities

Our cash flows from investing activities from continuing operations in 2009 consisted primarily of proceeds from the sales of the ATI businesses and Power Systems operations, partly offset by capital expenditures of $30.4 million.

Our cash flows from investing activities from continuing operations in 2008 consisted primarily of capital expenditures of $35.2 million, deferred payments of $6.1 million with respect to acquired businesses, which primarily pertained to our acquisitions of Nordisk ($4.7 million) and Southern Wire ($1.0 million), 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, $1.8 million derived from the sale of investments in non-consolidated affiliates and $1.0 million from the sale of a building held for sale.

Cash Flow from Financing Activities

Our cash flows from financing activities from continuing operations in 2009 consisted primarily of $357.6 million repayment of long-term debt and payment of dividends of $54.0 million, partly offset by borrowings of $10.0 million under our revolving credit facility.

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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 borrowings under our revolving credit facility and payment of dividends of $53.0 million, partly offset by borrowings under our revolving credit facility of $92.9 million.

Financing Arrangements

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

	2009			2008
	(Dollars in thousands)
Net debt includes:
Current borrowings	$	4,008		$	108,853
Long-term borrowings		1,192,491			1,437,538
Total debt		1,196,499			1,546,391
Less: Cash and cash equivalents		188,305			107,275
Net debt	$	1,008,194		$	1,439,116
Total capital includes:
Net debt	$	1,008,194		$	1,439,116
Shareholders’ equity		1,580,241			1,246,455
Total capital	$	2,588,435		$	2,685,571
Percent of net debt to total capital		39	%		54	%

In connection with our acquisition of Arrow, in October 2007, we entered into a credit agreement, which we refer to as our “senior credit agreement,” 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 consolidated leverage ratio (generally, Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the senior credit agreement). At December 31, 2009, 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 agreement 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, in October 2007, we issued $200 million in new senior notes, which we refer to as the “2007 notes,” and amended certain terms of our outstanding notes issued in July 2004, which we refer to as the “2004 notes,” and October 2002, which we refer to as the “2002 notes.” We collectively refer to the 2004 notes and the 2002 notes as the “amended notes.” In addition, we repaid $10.5 million of outstanding notes issued on November 1, 1992 and December 15, 1993, which we collectively refer to as 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 our senior credit agreement and are secured and guaranteed in the same manner as the senior credit agreement. 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 our senior credit agreement.

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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 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. During 2009, we repaid the 2002 notes and attained a 25 basis point reduction on the 2004 notes.

Fixed rate borrowings, excluding the effect of derivative instruments, comprised 42% of total borrowings at December 31, 2009. Fixed rate borrowings, including the effect of derivative instruments, comprised 80% of total borrowings at December 31, 2009. Less than 1% of our total borrowings of $1,196.5 million are denominated in currencies other than the U.S. dollar, principally the Euro.

Our senior credit agreement 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 of not more than 3.50:1 and a consolidated interest coverage ratio (generally, Consolidated EBITDA to Consolidated Interest Expense, each as defined in the senior credit agreement) of not less than 3.50:1 as of the last day of any period of four consecutive fiscal quarters calculated pursuant to the definitions and methodology set forth in the senior credit agreement. At December 31, 2009 our consolidated leverage ratio was 2.95:1 and our interest coverage ratio was 4.92:1, both of which are in compliance with the limits mentioned in the preceding sentence.

At December 31, 2009, we had no borrowings outstanding and approximately $5 million in outstanding standby letters of credit under our $400 million revolving 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 agreement and senior note agreements. Moreover, additional borrowings would be prohibited if a Material Adverse Effect (as defined in the senior credit agreement) 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 agreement) for the year ended December 31, 2009, we would have been permitted $223 million of additional debt beyond the levels outstanding at December 31, 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 aforementioned leverage and interest coverage ratios are met after calculating EBITDA on a proforma basis to give effect to the acquisition.

As of December 31, 2009, we were in compliance with all other terms of the senior credit agreement 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 2010.

For additional information regarding our indebtedness, please see Note 9 to our consolidated financial statements included in this Annual Report on Form 10-K.

In addition, at December 31, 2009, the Company had an accounts receivable securitization program under which it sells 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 2009 did not have a material impact on the

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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 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, the Company’s senior loan agreements limit the aggregate amount of share repurchases and other restricted payments the Company may make to $75 million per year in the event the Company’s consolidated leverage ratio exceeds 3.5 to 1. Accordingly, these provisions may limit the Company’s ability to repurchase shares under this Board authorization. Through December 31, 2009, no shares have been purchased under this Board authorization.

Contractual Obligations

Contractual obligations at December 31, 2009 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	$	1,196,499	$	4,008	$	965,891	$	136,500	$	90,100
Interest obligations(1)		219,220		69,404		106,655		31,921		11,240
Operating lease obligations		119,067		26,572		38,970		23,901		29,624
Minimum purchase obligations(2)		37,536		37,129		407		—		—
Other postretirement benefits		43,107		4,125		8,493		8,494		21,995
Total contractual obligations	$	1,615,429	$	141,238	$	1,120,416	$	200,816	$	152,959

(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, 2009.
(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.

We have recorded a noncurrent liability for uncertain tax positions of $109.9 million and $116.1 million as of December 31, 2009 and December 31, 2008, respectively. Due to uncertainties regarding the ultimate resolution of ongoing or future tax examinations we are not able to reasonably estimate the amount of any income tax payments to settle uncertain income tax positions or the periods in which any such payments will be made.

In 2009, cash contributions to all defined benefit pension plans were $9.1 million, and we estimate the amount of cash contributions will be in the range of $7.3 million to $10.0 million in 2010. Due to the potential impact of future plan investment performance, changes in interest rates and other economic and demographic assumptions and changes in legislation in the United States and other foreign jurisdictions, we are not able to

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reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2010.

See Notes 14 and 15, 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 $9.7 million.

We use an accounts receivable securitization program to gain access to credit markets with favorable interest rates 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 consolidated subsidiary of Teleflex. Accordingly, the assets of the SPE are not available to satisfy the obligations of Teleflex or any of its other subsidiaries. The 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 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 receivable, net in the accompanying consolidated balance sheets. The interests for which cash consideration is not received from the conduit are retained by the SPE and remain in accounts receivable, net in the accompanying consolidated balance sheets. However, as noted below, the accounting for accounts receivables sold will change beginning in the first quarter of 2010.

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 SPE 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, 2009 and December 31, 2008, 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. If 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 by the commercial paper conduit.

Information regarding the outstanding balances related to the SPE’s interests in accounts receivables sold or retained as of December 31, 2009 is as follows:

	(Dollars in millions)
Interests in receivables sold outstanding(1)	$	39.7
Interests in receivables retained, net of allowance for doubtful accounts	$	82.5

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

The delinquency ratio for the qualifying receivables represented 3.8% of the total qualifying receivables as of December 31, 2009.

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The following table summarizes the activity related to our interests in accounts receivable sold for the years ended December 31, 2009 and December 31, 2008:

	December 31, 2009		December 31, 2008
	(Dollars in millions)
Proceeds from the sale of interest in accounts receivable	$	65.0	$	27.0
Repayments to conduit	$	65.0	$	27.0
Fees and charges(1)	$	1.1	$	1.8

(1) Recorded in interest expense in the consolidated statements of income.

Other fee charges related to the sale of receivables to the commercial paper conduit for the year ended December 31, 2009 were not material.

We continue to service the receivables after they are sold to the conduit 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.

In the first quarter of 2010, we will adopt an amendment to Accounting Standards Codification (“ASC”) topic 860, “Transfers and Servicing” that affects the accounting for transfers of financial assets. Outstanding accounts receivable that we previously treated as sold and removed from the balance sheet will be included in accounts receivable, net on our balance sheet and the amounts outstanding under our accounts receivable securitization program will be accounted for as a secured borrowing and reflected as short-term debt on our balance sheet (which as of December 31, 2009 is $39.7 million for both). In addition, while there has been no change in the arrangement under our securitization program, the adoption of this amendment will reduce cash flow from operations by approximately $39.7 million and result in a corresponding increase in cash flow from financing activities.

See also Note 16 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.

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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 $7.1 million at December 31, 2009 and $8.7 million at December 31, 2008 which was 2.6% 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 and continued through 2009 we have taken this heightened risk of customer payment default into account when estimating the allowance for doubtful accounts at December 31, 2009 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 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 $35.3 million at December 31, 2009 and $37.5 million at December 31, 2008 which was 8.9% and 8.1% 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, 2009 are as follows:

	Medical		Aerospace		Commercial		Total
	(Dollars in thousands)
Goodwill	$	1,444,354	$	—	$	15,087	$	1,459,441
Intangible assets:
Indefinite lived		318,954		—		7,837		326,791
Finite lived		624,502		6,789		13,494		644,785
Goodwill and intangible assets	$	2,387,810	$	6,789	$	36,418	$	2,431,017
Number of reporting units		5		3		2		10

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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.

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 judgment. The more significant judgments and assumptions made to determine the fair value of our reporting units were (1) the amount and timing of expected future cash flows which are based primarily on our estimates of future sales, operating income, industry trends and the regulatory environment of the individual reporting units, (2) the expected long-term growth rates for each of our reporting units which approximate the expected long-term growth rate of the global economy and of the respective industries in which the reporting units operate, (3) discount rates that are used to discount future cash flows to their present values which 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, (4) relevant comparable company selection, and (5) calculation of comparable company multiples. There were no changes to the underlying methods used in the current year as compared to the prior year valuations of our reporting units. The DCF analysis utilized in the fourth quarter 2009 impairment test was performed over a ten year time horizon for each reporting unit where the compound growth rates during this period range from approximately 4% to 8% for revenue and from approximately 4% to 12% for operating income. Discount rates were 10.5% for reporting units in the Medical Segment and 13.5% for reporting units in the Aerospace and Commercial segments. A perpetual growth rate of 2.5% was assumed for all reporting units.

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

46

analysis was approximately 34%, 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. The fair values of our reporting units whose assets include goodwill, other than the North America reporting unit within the Medical segment, exceed their respective carrying values by 51% to 150%. For the Medical — North America reporting unit, the fair value is approximately 18% higher than its carrying value and at approximately $960 million the goodwill attributed to the Medical — North America reporting unit is approximately 66% of our total goodwill.

Our expected future growth rates are based on our estimates of future sales, operating income and cash flow and are consistent with our internal budgets and business plans which reflect a modest amount of core revenue growth coupled with the successful launch of new products each year which, together, more than offset volume losses from products that are expected to reach the end of their life cycle. As a result of this analysis, the compound annual growth rate of sales and cash flows over the projected ten year period in the Medical — North America reporting unit is estimated to be 4.8% and 4.9%, respectively. Under the income approach, significant changes in assumptions would be required for this reporting unit to fail the step one test. For example, an increase of over one-and-a-quarter percent in the discount rate or a decrease of over 30% percent in the compound annual growth rate of operating income would be required.

Intangible Assets

Intangible assets are assets acquired that lack physical substance and that meet the specified criteria for recognition apart from goodwill. Intangible assets obtained through acquisitions 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. Under this method, an owner of an intangible asset determines the arms length royalty that likely would have been charged if the owner had to license the asset from a third party. 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 attributable to the asset. 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 their estimated fair values. 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 described above, under which management 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 2009 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 3.7% to 10.2% 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 2.0% and a royalty rate of 2.0% was assumed. Discount rate assumptions are based on an assessment of the risk inherent

47

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.

No impairment in the carrying value of any of our trade names was evident as a result of the assessment of their respective fair values as determined under the methodology described above, nor would impairment be evident had the fair value of each Company’s indefinite-lived assets been hypothetically lower than presently estimated by 10% as of September 28, 2009.

We are not required to perform an annual impairment test for long-lived assets, including finite-lived intangible assets (e.g., customer relationships); 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 for in-process research and development (“IPR&D”) assets acquired that the Company determined had no alternative future use in their current state. This amount 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.

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 Central Venus Access Catheters, Peripherally Inserted Catheters and Specialty Care Catheters product families.

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.

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

	Pension									Other Benefits
	2009			2008			2007			2009			2008			2007
Discount rate		6.06	%		6.32	%		5.46	%		6.05	%		6.45	%		5.85	%
Rate of return		8.17	%		8.19	%		8.33	%		—			—			—
Initial healthcare trend rate		—			—			—			10.0	%		8.5	%		8.0	%
Ultimate healthcare trend rate		—			—			—			5.0	%		5.0	%		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:

	Assumed Discount					Expected Return
	Rate					on Plan Assets		Assumed Healthcare
	50 Basis			50 Basis		50 Basis		Trend Rate
	Point			Point		Point		1.0%		1.0%
	Increase			Decrease		Change		Increase		Decrease
	(Dollars in millions)
Net periodic pension and postretirement healthcare expense	$	(0.9	)	$	0.8	$	1.1	$	0.4	$	(0.3	)
Projected benefit obligation	$	(23.6	)	$	25.4	$	—	$	4.8	$	(4.1	)

Product Warranty Liability

We warrant to the original purchaser of certain of our products that we will, at our option, repair or replace, without charge, such products if they fail due to a manufacturing defect. Warranty periods vary by product. We have recourse provisions for certain products that would enable recovery from third parties for amounts paid under the warranty. We accrue 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 relative to sales) can be made. Our estimated product warranty liability was $12.1 million and $17.1 million at December 31, 2009 and December 31, 2008, respectively.

Share-based Compensation

We estimate 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 our common stock, which we believe 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.

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

49

international taxing jurisdictions, resulting at times in tax audits, disputes and potential 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 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 $49.2 million and $57.9 million at December 31, 2009 and December 31, 2008, 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 under ASC topic 740 “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 2009 was primarily attributable to the sale of entities associated with Power Systems operations, utilization of certain foreign net operating losses and movement in unrealized gain/loss in relation to pension valuation.

Significant judgment is required in determining income tax provisions 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 under the Income Taxes topic, 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. Specifically, we are currently in the midst of examinations by the U.S. and German taxing authorities with respect to our income tax returns for those countries for various tax years. The ultimate outcomes of the examinations of these returns could result in increases or decreases to our recorded tax liabilities, which could impact our financial results.

See Note 14 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

The following amendments to existing accounting standards have been issued but have not yet been adopted by the Company: Amendment to Transfers and Servicing, Amendment to Consolidation, Amendment to Software, Amendment to Revenue Recognition and Amendment to Fair Value Measurements and Disclosures. See Note 2 for further discussion on these amendments and their effective dates.

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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.

Interest Rate Risk

We are exposed to changes in interest rates as a result of our borrowing activities and our cash balances. An interest rate swap is 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, 2009 rates. For the swap, the notional amount and the related interest rate is shown by year of maturity. The fair value, net of tax, of the interest rate swap as of December 31, 2009 was a loss of $17.6 million reflected in accumulated other comprehensive income.

	Year of Maturity
	2010		2011		2012			2013		2014		Thereafter		Total
	(Dollars in thousands)
Fixed rate debt	$	—	$	145,000	$	130,000		$	—	$	136,500	$	90,100	$	501,600
Average interest rate		—		7.4%		7.6%			—		7.9%		8.2%		7.7%
Variable rate debt	$	4,008	$	51,211	$	639,680		$	—	$	—	$	—	$	694,899
Average interest rate		6.5%		1.5%		1.6%			—		—		—		1.6%
Amount subject to swaps:
Variable to fixed(1)					$	450,000
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 was $600 million at inception and amortizes down to a notional value of $350 million at maturity in 2012. As of December 31, 2009, the notional value of the interest rate swap was $450 million.
(2)	The all in cost of the $450 million swapped debt is 4.75% plus the applicable spread over LIBOR, which at December 31, 2009 was 125 basis points.

A 1.0% change in variable interest rates would adversely or positively impact our expected net earnings by approximately $1.8 million, for the year ended December 31, 2010.

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 primarily 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, 2009 was a gain of $0.3 million. The following table presents our open forward currency contracts as of December 31, 2009, which mature in 2010. Forward contract notional amounts presented below are expressed in the stated currencies (in thousands). The total notional amount for all contracts translates to approximately $74.8 million.

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Forward Currency Contracts:

	Buy/(Sell)
Japanese yen		(546,000	)
United States dollars		(30,600	)
South African rand		(24,000	)
Euros		(13,979	)
Mexican peso		287,545
Czech koruna		155,400
Swedish krona		24,786
Malaysian ringgits		50,286
Canadian dollars		6,482
Singapore dollars		8,304

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 in currencies other than the functional currency of certain subsidiaries by approximately $9.5 million, for the year ended December 31, 2010.

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

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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 2010 Annual Meeting, which information is incorporated herein by reference. The Proxy Statement for our 2010 Annual Meeting will be filed within 120 days of the close of our fiscal year.

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 2010 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 with respect to beneficial ownership of our common stock, see “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement for our 2010 Annual Meeting, which information is incorporated herein by reference.

The following table sets forth certain information as of December 31, 2009 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		2,172,173	$	54.22		2,328,714

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 2010 Annual Meeting, which information is incorporated herein by reference.

53

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 2010 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.

54

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/  Richard A. Meier

Richard A. Meier

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/  Stuart A. Randle Stuart A. Randle Director
By:	/s/  Jeffrey P. Black Jeffrey P. Black Chairman, Chief Executive Officer & Director	By:	/s/  Benson F. Smith Benson F. Smith Director
By:	/s/  William R. Cook William R. Cook Director	By:	/s/  Harold L. Yoh III Harold L. Yoh III Director
	/s/  Dr. Jeffrey A. Graves Dr. Jeffrey A. Graves Director		/s/  James W. Zug James W. Zug Director
By:	/s/  Stephen K. Klasko Stephen K. Klasko Director	By:

Dated: February 24, 2010

55

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 2009, 2008 and 2007		F-4
Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008		F-5
Consolidated Statements of Cash Flows for 2009, 2008 and 2007		F-6
Consolidated Statements of Changes in Equity for 2009, 2008 and 2007		F-7
Notes to Consolidated Financial Statements		F-8
Quarterly Data		F-53

FINANCIAL STATEMENT SCHEDULE

	Page
II Valuation and qualifying accounts		F-55

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, 2009. 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, 2009, 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, 2009 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/  Richard A. Meier
Richard A. Meier
Executive Vice President and
Chief Financial Officer

February 24, 2010

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 appearing on page F-1 present fairly, in all material respects, the financial position of Teleflex Incorporated and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 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 appearing on page F-1 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, 2009, 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.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 24, 2010

F-3

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31,
	2009			2008			2007
	(Dollars and shares in thousands,
	except per share)
Net revenues	$	1,890,062		$	2,066,731		$	1,575,082
Materials, labor and other product costs		1,075,987			1,211,726			983,313
Gross profit		814,075			855,005			591,769
Selling, engineering and administrative expenses		519,925			562,644			407,291
In-process research and development charge		—			—			30,000
Goodwill impairment		6,728			—			2,448
Restructuring and other impairment charges		15,057			27,701			7,421
Net loss (gain) on sales of businesses and assets		2,597			(296	)		1,110
Income from continuing operations before interest and taxes		269,768			264,956			143,499
Interest expense		89,463			121,588			74,652
Interest income		(2,541	)		(2,272	)		(9,431	)
Income from continuing operations before taxes		182,846			145,640			78,278
Taxes on income from continuing operations		39,904			47,524			109,933
Income (loss) from continuing operations		142,942			98,116			(31,655	)
Operating income from discontinued operations (including gain (loss) on disposal of $272,307, $(8,238), and $299,456, respectively)		269,222			67,099			382,716
Taxes on income from discontinued operations		98,153			10,613			173,899
Income from discontinued operations		171,069			56,486			208,817
Net income		314,011			154,602			177,162
Less: Net income attributable to noncontrolling interest		1,157			747			525
Income from discontinued operations attributable to noncontrolling interest		9,860			34,081			30,153
Net income attributable to common shareholders	$	302,994		$	119,774		$	146,484
Earnings per share available to common shareholders:
Basic:
Income (loss) from continuing operations	$	3.57		$	2.46		$	(0.82	)
Income from discontinued operations	$	4.06		$	0.57		$	4.55
Net income	$	7.63		$	3.03		$	3.73
Diluted:
Income (loss) from continuing operations	$	3.55		$	2.44		$	(0.82	)
Income from discontinued operations	$	4.04		$	0.56		$	4.55
Net income	$	7.59		$	3.01		$	3.73
Dividends per share	$	1.36		$	1.34		$	1.245
Weighted average common shares outstanding:
Basic		39,718			39,584			39,259
Diluted		39,936			39,832			39,259
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of tax	$	141,785		$	97,369		$	(32,180	)
Income from discontinued operations, net of tax		161,209			22,405			178,664
Net income	$	302,994		$	119,774		$	146,484

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

F-4

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2009			2008
	(Dollars and shares in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	188,305		$	107,275
Accounts receivable, net		265,305			311,908
Inventories, net		360,843			424,653
Prepaid expenses and other current assets		21,872			21,373
Income taxes receivable		100,733			17,958
Deferred tax assets		58,010			66,009
Assets held for sale		8,866			8,210
Total current assets		1,003,934			957,386
Property, plant and equipment, net		317,499			374,292
Goodwill		1,459,441			1,474,123
Intangibles and other assets, net		1,045,706			1,090,852
Investments in affiliates		12,089			28,105
Deferred tax assets		336			1,986
Total assets	$	3,839,005		$	3,926,744
LIABILITIES AND EQUITY
Current liabilities
Notes payable	$	3,997		$	5,195
Current portion of long-term borrowings		11			103,658
Accounts payable		94,983			139,677
Accrued expenses		97,274			125,183
Payroll and benefit-related liabilities		70,537			83,129
Derivative liabilities		16,709			27,370
Accrued interest		22,901			26,888
Income taxes payable		30,695			12,613
Deferred tax liabilities		—			2,227
Total current liabilities		337,107			525,940
Long-term borrowings		1,192,491			1,437,538
Deferred tax liabilities		398,923			324,678
Pension and postretirement benefit liabilities		164,726			169,841
Other liabilities		160,684			182,864
Total liabilities		2,253,931			2,640,861
Commitments and contingencies (See Note 16)
Shareholders’ equity
Common shares, $1 par value Issued: 2009 — 42,033 shares; 2008 — 41,995 shares		42,033			41,995
Additional paid-in capital		277,050			268,263
Retained earnings		1,431,878			1,182,906
Accumulated other comprehensive income		(34,120	)		(108,202	)
		1,716,841			1,384,962
Less: Treasury stock, at cost		136,600			138,507
Total shareholders’ equity		1,580,241			1,246,455
Noncontrolling interest		4,833			39,428
Total equity		1,585,074			1,285,883
Total liabilities and equity	$	3,839,005		$	3,926,744

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,
	2009			2008			2007
	(Dollars in thousands)
Cash Flows from Operating Activities of Continuing Operations:
Net income	$	314,011		$	154,602		$	177,162
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations		(171,069	)		(56,486	)		(208,817	)
Depreciation expense		56,140			58,748			42,745
Amortization expense of intangible assets		44,917			45,163			19,438
Amortization expense of deferred financing costs		5,511			5,330			6,946
In-process research and development charge		—			—			30,000
Stock-based compensation		9,059			8,464			7,352
Net (gain) loss on sales of businesses and assets		2,597			(296	)		1,110
Impairment of long-lived assets		5,788			10,399			3,868
Impairment of goodwill		6,728			—			2,448
Deferred income taxes		14,247			(28,963	)		85,786
Other		3,204			13,110			5,132
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable		10,545			11,143			1,083
Inventories		37,040			(14,298	)		55,929
Prepaid expenses and other current assets		487			4,455			(707	)
Accounts payable and accrued expenses		(28,678	)		2,509			18,202
Income taxes receivable and payable, net		(120,714	)		(108,224	)		(13,348	)
Net cash provided by operating activities from continuing operations		189,813			105,656			234,329
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		10,018			92,897			1,620,000
Reduction in long-term borrowings		(357,608	)		(226,687	)		(463,391	)
Payments of debt issuance and amendment costs		—			(656	)		(21,565	)
(Decrease) increase in notes payable and current borrowings		(1,452	)		(492	)		1,321
Proceeds from stock compensation plans		1,553			7,955			24,171
Payments to noncontrolling interest shareholders		(702	)		(739	)		(189	)
Dividends		(54,022	)		(53,047	)		(48,929	)
Net cash (used in) provided by financing activities from continuing operations		(402,213	)		(180,769	)		1,111,418
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(30,409	)		(35,169	)		(41,383	)
Payments for businesses and intangibles acquired, net of cash acquired		(1,730	)		(6,083	)		(2,174,517	)
Proceeds from sales of businesses and assets		314,513			8,464			702,314
(Investments in) proceeds from affiliates		—			(320	)		446
Net cash provided by (used in) investing activities from continuing operations		282,374			(33,108	)		(1,513,140	)
Cash Flows from Discontinued Operations:
Net cash provided by operating activities		14,358			65,513			159,259
Net cash used in financing activities		(11,075	)		(37,240	)		(25,959	)
Net cash used in investing activities		(1,173	)		(6,343	)		(26,455	)
Net cash provided by discontinued operations		2,110			21,930			106,845
Effect of exchange rate changes on cash and cash equivalents		8,946			(7,776	)		13,481
Net increase (decrease) in cash and cash equivalents		81,030			(94,067	)		(47,067	)
Cash and cash equivalents at the beginning of the year		107,275			201,342			248,409
Cash and cash equivalents at the end of the year	$	188,305		$	107,275		$	201,342
Cash interest paid	$	88,583		$	113,892		$	53,650
Income taxes paid	$	181,051		$	206,369		$	67,191

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

F-6

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

											Accumulated
					Additional						Other			Treasury
	Common Stock				Paid in			Retained			Comprehensive			Stock						Noncontrolling			Total			Comprehensive
	Shares		Dollars		Capital			Earnings			Income			Shares			Dollars			Interest			Equity			Income
	(Dollars and shares in thousands, except per share)
Balance at December 31, 2006		41,364	$	41,364	$	223,609		$	1,034,669		$	30,035			2,346		$	(140,256	)	$	42,057		$	1,231,478
Net income									146,484												30,678			177,162		$	177,162
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									222			73,421			73,421
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
Distributions to noncontrolling interest shareholders																					(21,259	)		(21,259	)
Disposition of noncontrolling interest																					(9,515	)		(9,515	)
Comprehensive income																										$	204,268
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	)	$	42,183		$	1,371,026
Net income									119,774												34,828			154,602		$	154,602
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	)								(408	)		(68,587	)		(68,587	)
Pension liability adjustment, net of tax of $(36,557)												(72,536	)											(72,536	)		(72,536	)
Distributions to noncontrolling interest shareholders																					(37,979	)		(37,979	)
Disposition of noncontrolling interest																					804			804
Comprehensive income																										$	(12,801	)
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	)	$	39,428		$	1,285,883
Net income									302,994												11,017			314,011		$	314,011
Cash dividends ($1.36 per share)									(54,022	)														(54,022	)
Financial instruments marked to market, net of tax of $8,028												15,988												15,988			15,988
Cumulative translation adjustment												49,798									109			49,907			49,907
Pension liability adjustment, net of tax of $967												8,296												8,296			8,296
Distributions to noncontrolling interest shareholders																					(702	)		(702	)
Disposition of noncontrolling interest																					(45,019	)		(45,019	)
Comprehensive income																										$	388,202
Shares issued under compensation plans		38		38		8,787									(24	)		1,564						10,389
Deferred compensation															(9	)		343						343
Balance at December 31, 2009		42,033	$	42,033	$	277,050		$	1,431,878		$	(34,120	)		2,278		$	(136,600	)	$	4,833		$	1,585,074

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”) and variable interest entities in which the Company 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 of accounting. 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 length of time an account is outstanding, the financial position of the customer and information provided by credit rating services. The allowance for doubtful accounts was $7.1 million and $8.7 million as of December 31, 2009 and December 31, 2008, 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, during the fourth quarter or more frequently if events

F-8

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

or changes in 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 calculates 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.

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 approximately 15 years. Trade names of $326.8 million are considered indefinite lived. The Company periodically 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 when 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:  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 relative to sales) can be made.

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 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 entered into for other than trading purposes. All derivatives are recognized on the balance sheet at fair value.

F-9

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 2009, 2008 and 2007 was $9.1 million, $8.5 million and $7.4 million, respectively and is included in selling, engineering and administrative expenses. The total income tax benefit recognized for share-based compensation arrangements for 2009, 2008 and 2007 was $2.5 million, $2.1 million and $1.5 million, respectively.

As of December 31, 2009, unamortized share-based compensation cost related to non-vested stock options, net of expected forfeitures, was $4.6 million, which is expected to be recognized over a weighted-average period of 1.77 years. Unamortized share-based compensation cost related to non-vested shares (restricted stock), net of expected forfeitures, was $7.0 million, which is expected to be recognized over a weighted-average period of 1.78 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 2009, 2008 and 2007 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 ASC topic 718, “Compensation-Stock Compensation,” 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 Compensation-Stock Compensation. The topic 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 2009, the Company issued 175,684 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. 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 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

F-10

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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 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 periodically 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 0.7%, 0.6% and 4.1% of net revenues in 2009, 2008 and 2007, respectively.

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 ASC topic 450, “Contingencies.” Revenues and materials, labor and other product costs are reduced to reflect estimated returns.

Allowances for discounts and rebates related to customer incentive programs, which include discounts or rebates, are estimated and provided for in the period that the related sales are recorded. These allowances are recorded as a reduction of revenue.

F-11

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Subsequent Events:  We have evaluated the period from December 31, 2009, the date of the financial statements, through February 24, 2010, the date of the issuance and filing of the financial statements, and determined that no material subsequent events occurred that would affect the information presented in these financial statements or require additional disclosure other than as presented in Note 19.

Reclassifications:  Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to current year presentation. Certain financial information is presented on a rounded basis, which may cause minor differences.

Note 2 — New accounting standards

The financial statements included in this report reflect changes resulting from the recent adoption of several accounting pronouncements. The subject matter of the changes, and the footnotes in which they appear, are as follows:

Evaluation period of subsequent events in Note 1;

Disclosure of derivative instruments and hedging activities in Note 10;

Fair value of long-term debt in Note 9; and

Fair value measurements in Note 11.

Described below are several accounting pronouncements that we either recently adopted (including those reflected in the footnotes referenced above) or will adopt in the near future:

The Company adopted the following new accounting standards as of January 1, 2009, the first day of its 2009 fiscal year:

Fair Value Measurements:  In September 2006, the Financial Accounting Standards Board (“FASB”) established a framework for measuring fair value, and expanded disclosure about such fair value measurements.

In February 2008, the FASB allowed a deferral of the effective date of this framework 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 the initial framework as of January 1, 2008 with respect to financial assets and financial liabilities and adopted the entire framework as of January 1, 2009 with respect to nonfinancial assets and liabilities. While the topic and the related update did not have a material impact on the Company’s results of operations, cash flows or financial position upon adoption, the framework required additional disclosures regarding the Company’s assets and liabilities recorded at fair value which are included in Note 11.

Business Combinations:  In December 2007, the FASB revised the accounting for business combinations which retained the fundamental requirement that the acquisition method of accounting (previously referred to as the purchase method) be used for all business combinations and that an acquirer be identified for each business combination. The revision 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.

The revision replaces the cost-allocation process and requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired business at the acquisition date, measured at their fair values as of that date, with limited exceptions. In addition, the revision changes the allocation and treatment of acquisition-related costs, restructuring costs that the acquirer expected but was not

F-12

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

obligated to incur, the recognition of assets acquired and liabilities assumed arising from contingencies and the recognition and measurement of goodwill.

The FASB, on April 1, 2009, clarified issues that arose regarding initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. The clarification did not have an impact on the Company’s results of operations, cash flows or financial position upon their adoption.

Non-controlling Interests:  In December 2007, the FASB established accounting and reporting standards for the non-controlling interest in a subsidiary, sometimes referred to as minority interest, and for the deconsolidation of a subsidiary. These standards clarified that a non-controlling interest in a subsidiary held by a party other than the parent is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. A non-controlling interest in subsidiaries held by parties other than the parent is to 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 non-controlling 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 non-controlling equity investment in the former subsidiary be initially measured at fair value. This changed the presentation of non-controlling interests on our income statement, balance sheet and changes in equity.

Disclosures about derivative instruments and hedging activities:  In March 2008, the FASB enhanced disclosures about (a) how and why a company uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under the topic and related interpretations, and (c) how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows. Refer to Note 10 for the enhanced disclosures related to the Company’s derivative instruments.

Determination of the Useful Life of Intangible Assets:  In April 2008, the FASB issued guidance that addresses the factors that should be considered in developing renewal or extension assumptions used to determine the useful lives for intangible assets. The guidance 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. The guidance did not have a material impact on the Company’s results of operations, cash flows or financial position upon adoption.

The Company adopted the following new accounting standards in the second quarter of 2009:

Interim Disclosures about Fair Value of Financial Instruments:  In April 2009, the FASB guidance which required disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements. The guidance required those disclosures in summarized financial information at interim reporting periods. The guidance which requires that an entity disclose in the body or in the accompanying notes of its financial information the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position. In addition, an entity shall also disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments.

The guidance does not require disclosures for earlier periods presented for comparative purposes at initial adoption. Refer to Note 11 for fair value disclosures related to the Company’s financial instruments.

F-13

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly:  In April 2009, the FASB provided additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. The guidance also identifies circumstances that indicate a transaction is not orderly.

The guidance does not require disclosures for earlier periods presented for comparative purposes at initial adoption. The adoption of the guidance did not have a material impact on the Company’s results of operations, cash flows or financial position.

Subsequent Events:  In May 2009, the FASB established reporting and disclosure requirements based on the existence of conditions at the date of the balance sheet for events or transactions that occurred after the balance sheet date but before the financial statements are issued or are available to be issued. Companies are required to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or were available to be issued.

The Company adopted the following new accounting standard in the third quarter of 2009:

The FASB Accounting Standards Codification^TMand the Hierarchy of Generally Accepted Accounting Principles:  In June 2009, the FASB identified the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States (the GAAP hierarchy). The FASB established its Accounting Standards Codification (the “Codification”) as the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority.

The Company adopted the following new accounting standards in the fourth quarter of 2009:

Employers’ Disclosures about Postretirement Benefit Plan Assets:  In December 2008, the FASB provided guidance requiring additional disclosures about the investment policies and strategies for the major categories of plan assets, and significant concentrations of risk within plan assets. Refer to Note 15 for the new disclosures related to the Company’s pension and postretirement benefit plans.

Measuring Liabilities at Fair Value:  In September 2009, the FASB clarified how an entity should measure the fair value of liabilities and that restrictions which prevent the transfer of a liability should not be considered as separate inputs or adjustments in the measurement of the liability’s fair value. The guidance reaffirms the measurements concept of determining fair value based on an orderly transaction between market participants even though liabilities are infrequently transferred due to contractual or other legal restrictions. The guidance did not have an impact on the Company’s results of operations, cash flows or financial position upon its adoption.

The Company will adopt the following amendments to accounting standards as of January 1, 2010, the first day of its 2010 fiscal year:

Accounting for Transfers of Financial Assets — an amendment to Transfers and Servicing:  In June 2009, the FASB issued guidance to improve the information that is reported in financial statements about the transfer of financial assets and the effects of transfers of financial assets on financial position, financial performance and cash flows and a transferor’s continuing involvement, if any, with transferred financial assets. In addition, the guidance eliminates the concept of qualifying special purpose entities and limits the circumstances in which a financial asset or a portion of a financial asset should be derecognized in the financial statements being presented when the transferor has not transferred the entire original financial asset to an entity that is not

F-14

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

consolidated with the transferor and/or when the transferor has continuing involvement with the transferred financial asset. Upon the adoption of this guidance in the first quarter of 2010 the accounts receivable that the Company had previously treated as sold and removed from the balance sheet will be included in accounts receivable, net and the amounts outstanding under the Company’s Accounts Receivable Securitization Program will be accounted for as a secured borrowing and reflected as short-term debt on our balance sheet (which as of December 31, 2009 is $39.7 million for both). In addition, while there has been no change in the arrangement under the Company’s securitization program, the adoption of this amendment reduce cash flow from operations by approximately $39.7 million and result in a corresponding increase in cash flow from financing activities.

Amendment to Consolidation:  In June 2009, the FASB issued guidance that requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity (which would result in the enterprise being deemed the primary beneficiary of that entity and, therefore, obligated to consolidate the variable interest entity in its financial statements); to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; to revise guidance for determining whether an entity is a variable interest entity; and to require enhanced disclosures that will provide more transparent information about an enterprise’s involvement with a variable interest entity. The guidance is not expected to have a material impact on the Company’s results of operations, cash flows, or financial position.

Amendment to Fair Value Measurements and Disclosures:  In January 2010, the FASB enhanced and clarified disclosure requirements regarding fair value of financial instruments for interim and annual reporting periods. The guidance requires additional disclosure for transfer activity pertaining to Level 1 & 2 fair value measurements and purchase, sale, issuance, and settlement activity for Level 3 fair value measurements. Additionally, the FASB clarified disclosure requirements related to level of disaggregation, inputs and valuation techniques used to measure fair value. The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures related to Level 3 fair value measurement activity which is effective for fiscal years beginning after December 15, 2010.

The Company will adopt the following new accounting standards as of January 1, 2011, the first day of its 2011 fiscal year:

Amendment to Software:  In October 2009, the FASB changed the accounting model for revenue arrangements for certain tangible products containing software components and nonsoftware components. The guidance provides direction on how to determine which software, if any, relating to the tangible product is excluded from the scope of the software revenue guidance. The amendment will be effective prospectively for fiscal years beginning on or after June 15, 2010. The Company is currently evaluating this guidance to determine the impact on the Company’s results of operations, cash flows, and financial position.

Amendment to Revenue Recognition:  In October 2009, the FASB established the criteria for multiple-deliverable revenue arrangements by establishing new guidance on how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. Additionally, this requires vendors to expand their disclosures around multiple-deliverable revenue arrangements and will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the guidance to determine the impact on the Company’s results of operations, cash flows, and financial position.

F-15

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 9 “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		1,035.7
Other assets		51.2
Total assets acquired	$	2,602.2
Less:
Current liabilities	$	117.2
Deferred tax liabilities		328.9
Other long-term liabilities		52.1
Liabilities assumed	$	498.2
Net assets acquired	$	2,104.0

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

F-16

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Certain assets acquired in the Arrow transaction qualify for recognition as intangible assets apart from goodwill. 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 and Specialty Care Catheters.

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 Pressure Injectable CVC, 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 Chronic Hemodialysis Catheter.

F-17

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 year ended December 31, 2007 gives effect to the Arrow merger as if it was completed at the beginning of each of the respective periods:

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

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 14 — Income taxes for more information concerning the repatriation of cash.

Integration of Arrow

In 2007 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 focused 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 reassessed 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”). In 2009, principally as a result of fewer people taking relocation packages and lower employee termination costs, the Company reduced its integration accrual by approximately $4.2 million. The reduction was charged to goodwill, net of $1.6 million in taxes.

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-18

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 December 31, 2007 through December 31, 2009:

	Involuntary Employee			Facility			Contract			Other
	Termination Benefits			Closure Costs			Termination Costs			Integration Costs			Total
	(Dollars in millions)
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
Cash payments		(0.1	)		(0.3	)		(1.9	)		—			(2.3	)
Adjustments to reserve		(3.8	)		—			0.1			(0.7	)		(4.4	)
Foreign currency translation		—			—			(0.3	)		—			(0.3	)
Balance at December 31, 2009	$	0.4		$	0.5		$	2.7		$	—		$	3.6

The contract termination costs will be paid in 2010 to terminate a European distributor agreement.

In conjunction with the plan for the integration of Arrow and the Company’s Medical businesses, the Company has taken actions that affect employees and facilities of Teleflex. This aspect of the integration plan is explained in Note 4, “Restructuring.” Costs that affect employees and facilities of Teleflex are charged to earnings and included in “restructuring and other impairment charges” within the consolidated statements of income for the periods in which the costs are incurred.

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-19

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 4 — Restructuring and other impairment charges

The amounts recognized in restructuring and other impairment charges for 2009, 2008 and 2007 consisted of the following:

	2009		2008		2007
	(Dollars in thousands)
2008 Commercial Segment program	$	2,238	$	444	$	—
2007 Arrow integration program		6,991		15,957		916
2006 restructuring program		—		901		1,962
2004 restructuring and divestiture program		—		—		675
Aggregate impairment charges — investments and certain fixed assets		5,828		10,399		3,868
Restructuring and other impairment charges	$	15,057	$	27,701	$	7,421

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 implemented these initiatives as a means to address an expected continuation of weakness in the marine and industrial markets.

The charges associated with the 2008 Commercial Segment restructuring program that were included in restructuring and other impairment charges are as follows:

	Commercial
	2009		2008
	(Dollars in thousands)
Termination benefits	$	2,025	$	444
Facility closure costs		213		—
Asset impairments		134		1,486
	$	2,372	$	1,930

As of December 31, 2009, the Company has completed the 2008 Commercial Segment restructuring program. Termination benefits were comprised of severance-related payments for all employees terminated in connection with the restructuring program. Facility closure costs related primarily to costs to prepare a facility for closure. All costs associated with this program were fully paid during 2009.

F-20

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2007 Arrow Integration Program

The charges associated with the 2007 Arrow integration program that were included in restructuring and other impairment charges for the years ended 2009, 2008, and 2007 were as follows:

	Medical
	2009		2008		2007
	(Dollars in thousands)
Termination benefits	$	4,033	$	13,502	$	916
Facility closure costs		577		870		—
Contract termination costs		1,622		1,092		—
Asset impairments		42		5,188		—
Other restructuring costs		759		493		—
	$	7,033	$	21,145	$	916

At December 31, 2009, the accrued liability associated with the 2007 Arrow integration program consisted of the following:

	Balance at										Balance at
	December 31,		Subsequent								December 31,
	2008		Accruals		Payments			Translation			2009
	(Dollars in thousands)
Termination benefits	$	7,815	$	4,033	$	(9,480	)	$	(185	)	$	2,183
Facility closure costs		601		577		(877	)		1			302
Contract termination costs		—		1,622		(952	)		17			687
Other restructuring costs		159		759		(896	)		1			23
	$	8,575	$	6,991	$	(12,205	)	$	(166	)	$	3,195

	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, 2009, the Company expects to incur the following restructuring expenses associated with the 2007 Arrow integration program in its Medical Segment over the next year:

	(Dollars in
	millions)
Termination benefits	$	1.0  —  1.5
Contract termination costs		0.2  —  0.5
Other restructuring costs		0.1  —  0.3
	$	1.3  —  2.3

F-21

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 implemented 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 were as follows:

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

	2007
	Medical		Commercial		Total
	(Dollars in thousands)
Termination benefits	$	1,354	$	—	$	1,354
Contract termination costs		408		—		408
Other restructuring costs		46		154		200
	$	1,808	$	154	$	1,962

Termination benefits were comprised of severance-related payments for all employees terminated in connection with the 2006 restructuring program. Contract termination costs related 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.

The 2006 Restructuring program ended as of December 31, 2008, and no costs were incurred under this program in 2009. The accrued liability at December 31, 2009 and December 31, 2008 was nominal.

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 program involved the exiting or divesting of non-core or low performing businesses, consolidating manufacturing operations and reorganizing administrative functions to enable businesses to share services.

F-22

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For 2007, the charges, including changes in estimates, associated with the 2004 restructuring and divestiture program that are included in restructuring and impairment charges, which only affected our Medical Segment, were as follows:

	2007
	Medical
	(Dollars in
	thousands)
Termination benefits	$	(37	)
Other restructuring costs		712
	$	675

Termination benefits were comprised of severance-related payments for all employees terminated in connection with the 2004 restructuring and divestiture program. Contract termination costs related 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.

The 2004 Restructuring and Divestiture Program ended as of December 31, 2008, and no costs were incurred under this program in 2009. The accrued liability at December 31, 2009 and December 31, 2008 was nominal.

Impairment Charges

During the second quarter of 2009, the Company recorded $2.3 million in impairment charges with respect to an intangible asset in the Commercial Segment. In 2004, the Company contributed property and other assets that had been part of one of its former manufacturing sites to a real estate venture in California. During the third quarter of 2009, based on continued deterioration in the California real estate market, the Company concluded that its investment was not recoverable and recorded $3.3 million in impairment charges to fully write-off its investment in this venture. During 2009 asset impairments of $0.2 million were recorded in the restructuring programs for the disposal of assets, primarily furniture and fixtures.

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 the Company’s 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.

    •   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 2008 Commercial Segment 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,

F-23

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 below the Company’s carrying value. Accordingly, the Company recorded an impairment charge of $3.7 million, of which $2.4 million related to the impairment of goodwill.

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

Note 5 — Impairment of Goodwill and Intangible Assets

The Company performed an interim review of goodwill and intangible assets in the Marine and Cargo Container reporting units during the second quarter of 2009 and determined that $6.7 million of goodwill in the Cargo Container operations and $2.3 million of indefinite lived trade names in the Marine operations were impaired. Accordingly, the Company recorded a $9.0 million impairment charge with respect to these assets. The Company performed this interim review as a result of the difficult market conditions in which these reporting units were operating and the significant deterioration in the operating performance of these reporting units which accelerated in the second quarter of 2009.

In performing the goodwill impairment test, the Company estimated the fair values of these two reporting units by a combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings in the future (the income approach) and (ii) analysis of sales of similar assets in actual transactions (the market approach). Using this methodology, the Company determined that the entire $6.7 million of goodwill in the Cargo Container reporting unit was impaired, but that goodwill in the Marine reporting unit was not impaired. In performing the impairment test for the indefinite lived intangibles, the Company estimated the direct cash flows associated with the applicable intangible assets using a “relief from royalty” methodology associated with revenues projected to be generated from these intangibles. Under this methodology, the owner of an intangible asset must determine the arms length royalty that likely would have been charged if the owner had to license that asset from a third party. This analysis indicated that certain trade names in the Marine reporting unit were impaired by $2.3 million.

In 2008, certain trade names in the Commercial Segment were determined to be impaired by $0.8 million. In 2007, an impairment charge of $2.4 million was made to goodwill.

Note 6 — Inventories

Inventories at year end consisted of the following:

	2009			2008
	(Dollars in thousands)
Raw materials	$	150,508		$	185,270
Work-in-process		53,847			55,618
Finished goods		191,747			221,281
		396,102			462,169
Less: Inventory reserve		(35,259	)		(37,516	)
Inventories	$	360,843		$	424,653

F-24

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 7 — Property, plant and equipment

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

	2009			2008
	(Dollars in thousands)
Land, buildings and leasehold improvements	$	226,304		$	246,960
Machinery and equipment		368,484			414,898
Computer equipment and software		78,813			79,770
Construction in progress		14,962			18,400
		688,563			760,028
Less: Accumulated depreciation		(371,064	)		(385,736	)
Property, plant and equipment, net	$	317,499		$	374,292

Note 8 — Goodwill and other intangible assets

Changes in the carrying amount of goodwill, by reporting segment, for 2009 and 2008 are as follows:

	Medical			Aerospace			Commercial			Total
	(Dollars in thousands)
Balance as of January 1, 2009
Goodwill	$	1,426,031			6,996			57,544			1,490,571
Accumulated impairment losses		—			—			(16,448	)		(16,448	)
		1,426,031		$	6,996		$	41,096		$	1,474,123
Impairment losses		—			(6,728	)		—			(6,728	)
Goodwill related to acquisitions		214			—			—			214
Goodwill related to dispositions		—			(268	)		(26,009	)		(26,277	)
Adjustments(1)		(3,093	)		—			—			(3,093	)
Translation adjustment		21,202			—			—			21,202
Balance as of December 31, 2009					—
Goodwill		1,444,354			6,728			15,087			1,466,169
Accumulated impairment losses		—			(6,728	)		—			(6,728	)
	$	1,444,354			—			15,087			1,459,441

	Medical			Aerospace		Commercial			Total
	(Dollars in thousands)
Balance as of January 1, 2008
Goodwill	$	1,450,246		$	6,996	$	63,910		$	1,521,152
Accumulated impairment losses		—			—		(18,896	)		(18,896	)
		1,450,246			6,996		45,014			1,502,256
Adjustments(1)		(3,522	)		—		—			(3,522	)
Translation adjustment		(20,693	)		—		(3,918	)		(24,611	)
Balance as of December 31, 2008
Goodwill		1,426,031			6,996		57,544			1,490,571
Accumulated impairment losses		—			—		(16,448	)		(16,448	)
	$	1,426,031		$	6,996	$	41,096		$	1,474,123

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

F-25

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible assets at year end consisted of the following:

	Gross Carrying Amount				Accumulated Amortization
	2009		2008		2009		2008
	(Dollars in thousands)
Customer lists	$	559,207	$	553,786	$	74,047	$	48,311
Intellectual property		208,247		221,549		59,824		53,437
Distribution rights		22,094		26,833		17,066		16,422
Trade names		336,673		333,495		3,708		875
	$	1,126,221	$	1,135,663	$	154,645	$	119,045

Amortization expense related to intangible assets was $44.9 million, $45.2 million, and $19.4 million for 2009, 2008 and 2007, respectively. Estimated annual amortization expense for each of the five succeeding years is as follows:

	(Dollars in thousands)
2010	$	44,600
2011		44,400
2012		44,200
2013		43,200
2014		40,300

Note 9 — Borrowings

The components of long-term debt are as follows:

	2009			2008
	(Dollars in thousands)
Senior Credit Facility:
Term loan facility, at an average rate of 1.5%, due 10/1/2012	$	664,170		$	919,620
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:
7.41% Series 2004-1 Tranche A Senior Notes due 7/8/2011		145,000			145,000
7.89% Series 2004-1 Tranche B Senior Notes due 7/8/2014		96,500			96,500
8.21% 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
Revolving credit due 2012		—			36,779
Other debt and mortgage notes, at interest rates ranging from 5% to 7%		132			6,597
		1,192,502			1,541,196
Current portion of borrowings		(11	)		(103,658	)
	$	1,192,491		$	1,437,538

F-26

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 agreement”). The senior credit agreement 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 the Company’s consolidated leverage ratio (generally, Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Senior Credit Facility). At December 31, 2009, 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 agreement 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”) under which the Company 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 agreement (the “primary bank obligations”) and are secured and guaranteed in the same manner as the primary bank obligations. 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 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

F-27

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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. During 2009, the Company repaid the 2002 notes and attained a 25 basis point reduction on the 2004 notes.

The senior credit agreement 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 $223 million of retained earnings was available for cash dividends and stock repurchases. The senior credit agreement 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 of not more than 3.5 to 1 and a consolidated interest coverage ratio (generally, Consolidated EBITDA to Consolidated Interest Expense, each as defined in the senior credit agreement) of not less than 3.5 to 1. At December 31, 2009 the Company’s consolidated leverage ratio was 2.95:1 and its interest coverage ratio was 4.92:1, both of which are in compliance with the limits mentioned in the preceding sentence. As of December 31, 2009, the Company was in compliance with all other terms of the senior credit agreement and the senior notes.

At December 31, 2009, the Company had no borrowings and approximately $5 million of standby letters of credit issued under its revolving line of credit. The Company has approximately $395 million available in committed financing through the senior credit agreement.

The carrying amount reported in the consolidated balance sheet as of December 31, 2009 for long-term debt is $1,192.5 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 $1,152.9 million at December 31, 2009. The Company’s implied credit rating is a factor in determining the market interest yield curve.

Notes payable at December 31, 2009 consists of demand loans due to banks of $4.0 million borrowed at an average interest rate of 6.54%.

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

	(Dollars in
	thousands)
2010	$	4,008
2011		196,211
2012		769,680
2013		—
2014 and thereafter		226,600

Note 10 — Financial instruments

The Company uses derivative instruments for risk management purposes. Forward rate contracts are used to manage foreign currency transaction exposure and interest rate swaps are used to reduce exposure to interest rate changes. These derivative instruments are designated as cash flow hedges and are recorded on the balance sheet at fair market value. The effective portion of the gains or losses on derivatives are reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge

F-28

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Approximately $9.7 million of the amount in accumulated other comprehensive income at December 31, 2009 would be reclassified as expense to the statement of income during 2010 should foreign currency exchange rates and interest rates remain at December 31, 2009 levels. See Note 11, “Fair Value Measurement” for additional information.

The location and fair values of derivative instruments designated as hedging instruments in the consolidated balance sheet as of December 31, 2009 are as follows:

	Fair Values of Derivative Instruments
	Asset Derivatives				Liability Derivatives
	As of December 31, 2009
			Fair				Fair
	Balance Sheet Location		Value		Balance Sheet Location		Value
	(Dollars in thousands)
Interest rate contracts		—	$	—		Derivative liabilities — current	$	15,848
Interest rate contracts		—		—		Other liabilities — noncurrent		12,258
Foreign exchange contracts		Other assets — current		1,356		Derivative liabilities — current		860
Foreign exchange contracts		—		—		Other liabilities — noncurrent		—
Total derivatives			$	1,356			$	28,966

The location and amount of the gains and losses for derivatives in cash flow hedging relationships that were reported in other comprehensive income (“OCI”), accumulated other comprehensive income (“AOCI”) and the consolidated statement of income for the year ended December 31, 2009 are as follows:

	Gain/(Loss)		Year Ended December 31, 2009
	Recognized		Effective Portion
	in OCI		(Gain)/Loss Reclassified from AOCI into Income
	After Tax			Pre-Tax
	Amount		Location	Amount
	(Dollars in thousands)
Interest rate contracts	$	10,484	Interest expense	$	19,585
Foreign exchange contracts		5,504	Net revenues		(180	)
Foreign exchange contracts		—	Materials, labor and other product costs		3,067
Foreign exchange contracts		—	Selling, engineering, and		(356	)
			administrative expenses
Foreign exchange contracts		—	Income from discontinued operations		235
Total	$	15,988		$	22,351

For the year ended December 31, 2009, there was no ineffectiveness related to the Company’s derivatives.

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

	2009			2008
	(Dollars in thousands)
Amount at beginning of year	$	(33,331	)	$	(8,925	)
Dispositions		467			—
Additions and revaluations		674			(29,907	)
Clearance of hedge results to income		14,343			5,856
Tax rate adjustment		504			(355	)
Amount at end of year	$	(17,343	)	$	(33,331	)

F-29

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 2009, clearance of the Company’s interest rate swap and forward rate contracts hedge results to income contributed approximately $12.3 and $2.0 million, respectively, to the increase in other comprehensive income.

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 11 — Fair value measurement

The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2009 and December 31, 2008:

	Total carrying				Significant
	value at		Quoted prices in		other		Significant
	December 31,		active markets		observable		unobservable
	2009		(Level 1)		inputs (Level 2)		inputs (Level 3)
	(Dollars in thousands)
Deferred compensation assets	$	3,165	$	3,165	$	—	$	—
Derivative assets	$	1,356	$	—	$	1,356	$	—
Derivative liabilities	$	28,966	$	—	$	28,966	$	—

	Total carrying				Significant
	value at		Quoted prices in		other		Significant
	December 31,		active markets		observable		unobservable
	2008		(Level 1)		inputs (Level 2)		inputs (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 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 established under accounting standards. 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. See Note 10, “Financial Instruments” for additional information.

F-30

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 12 — 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.

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, 2009, 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:

	2009		2008		2007
	(Shares in thousands)
Basic shares		39,718		39,584		39,259
Dilutive shares assumed issued		218		248		—
Diluted shares		39,936		39,832		39,259

Weighted average stock options of 1,677 thousand, 1,022 thousand and 1,780 thousand were antidilutive and therefore not included in the calculation of earnings per share for 2009, 2008 and 2007, respectively.

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

	2009			2008
	(Dollars in thousands)
Financial instruments marked to market, net of tax	$	(17,343	)	$	(33,331	)
Cumulative translation adjustment		77,577			27,779
Defined benefit pension and postretirement plans, net of tax		(94,354	)		(102,650	)
Accumulated other comprehensive income	$	(34,120	)	$	(108,202	)

Note 13 — 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 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

F-31

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

generally vest in one to three years. In 2009, the Company granted incentive and non-qualified options to purchase 5,000 shares of common stock and granted restricted stock units representing 175,684 shares of common stock under the 2000 plan. As of December 31, 2009, 294,858 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 have an exercise price equal to the closing price of the Company’s common stock on the date of grant. In 2009, the Company granted incentive and non-qualified options to purchase 471,144 shares of common stock under the 2008 plan. As of December 31, 2009, 2,033,856 shares were available for future grant under the 2008 plan.

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.

The fair value for options granted in 2009, 2008 and 2007 was estimated at the date of grant using a multiple point Black-Scholes option pricing model. The following weighted-average assumptions were used:

	2009			2008			2007
Risk-free interest rate		1.73	%		3.18	%		4.67	%
Expected life of option		4.55 yrs.			4.54 yrs.			4.53 yrs.
Expected dividend yield		3.25	%		2.03	%		1.74	%
Expected volatility		32.66	%		26.32	%		23.92	%

The fair value for non-vested shares granted in 2009, 2008 and 2007 was 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 following weighted-average assumptions were used:

	2009			2008			2007
Risk-free interest rate		1.21	%		1.88	%		4.53	%
Expected dividend yield		3.18	%		2.27	%		2.02	%

The Company applied 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.

F-32

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the option activity as of December 31, 2009 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		1,838,308		$	56.18
Granted		476,144			46.22
Exercised		(41,050	)		41.72
Forfeited or expired		(101,229	)		57.36
Outstanding, end of the year		2,172,173		$	54.22		6.5	$	8,113
Exercisable, end of the year		1,419,438		$	55.58		5.3	$	4,705

The weighted average grant-date fair value was $9.70, $12.12 and $15.48 for options granted during 2009, 2008 and 2007, respectively. The total intrinsic value of options exercised was $0.3 million, $2.5 million and $11.2 million during 2009, 2008 and 2007, respectively.

The Company recorded $4.0 million of expense related to the portion of these shares that vested during 2009, which is included in selling, engineering and administrative expenses.

The following table summarizes the non-vested restricted stock activity as of December 31, 2009 and changes during the year then ended:

						Weighted
				Weighted		Average
	Number of			Average		Remaining		Aggregate
	Non-Vested			Grant Date		Contractual		Intrinsic
	Shares			Price		Life In Years		Value
								(Dollars in thousands)
Outstanding, beginning of the year		179,786		$	59.31
Granted		175,684			46.89
Vested		(33,559	)		59.68
Forfeited		(28,965	)		54.92
Outstanding, end of the year		292,946		$	52.25		1.7	$	15,787

The weighted average grant-date fair value was $42.76, $53.30 and $66.35 for non-vested restricted stock granted during 2009, 2008 and 2007, respectively.

The Company recorded $5.1 million of expense related to the portion of these shares that vested during 2009, which is included in selling, engineering and administrative expenses.

F-33

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 14 — Income taxes

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

	2009			2008			2007
	(Dollars in thousands)
Current:
Federal	$	2,351		$	55,979		$	(5,943	)
State		1,333			3,120			2,531
Foreign		41,837			50,992			25,225
Deferred:
Federal		(1,416	)		(51,984	)		94,674
State		(7,494	)		(507	)		18
Foreign		3,293			(10,076	)		(6,572	)
	$	39,904		$	47,524		$	109,933

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 $80.9 million.

The income taxes receivable of $100.7 million is principally comprised of overpayments of estimated taxes in the U.S. and Germany which the Company will seek and receive funds in 2010.

In 2009, the Company sold its interest in Airfoil Technologies International Singapore and several related entities and sold several entities in its Power Systems division. These businesses had income before taxes for 2008 and 2007 of $75.3 million and $31.1 million, respectively, which are reported as part of discontinued operations. The company recorded a gain on the sale of these businesses of $272.3 million along with related taxes on the gain of $102.9 million. The gain and related taxes are reported as discontinued operations.

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 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, 2009, 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 $566.0 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.

F-34

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

	2009		2008		2007
	(Dollars in thousands)
United States	$	32,226	$	24,442	$	(43,092	)
Other		150,620		121,198		121,370
	$	182,846	$	145,640	$	78,278

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

	2009			2008			2007
Federal statutory rate		35.00	%		35.00	%		35.00	%
Foreign tax rate differential		(4.15	)%		(0.21	)%		(17.78	)%
Non-deductible goodwill		1.27	%		—			8.02	%
State taxes net of federal benefit		(3.02	)%		(2.38	)%		(1.86	)%
Change in permanent reinvestment position		—			—			101.23	%
Uncertain tax contingencies		(4.85	)%		4.97	%		6.25	%
In process research and development charge		—			—			13.41	%
Valuation allowance		0.67	%		3.57	%		6.33	%
Canadian financing benefit		(3.38	)%		(4.57	)%		(8.40	)%
Other, net		0.28	%		(3.75	)%		(1.80	)%
		21.82	%		32.63	%		140.40	%

During the fourth quarter of 2009, we determined that an out-of-period adjustment was required to correct our financial statement tax related balance sheet accounts. Correction of this error decreased deferred tax liabilities and our taxes payable by approximately $2.6 million and reduced income tax expense approximately $2.6 million. Based on our analysis, we concluded that this matter was not material on a quantitative or qualitative basis to the prior period financial statements and, as such, is being corrected in the current period.

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

	2009			2008
	(Dollars in thousands)
Deferred tax assets:
Tax loss carryforwards	$	59,081		$	68,035
Accrued employee benefits		5,738			14,745
Tax credit carryforwards		13,259			12,157
Pension		54,494			63,166
Inventories		4,870			3,035
Bad debts		3,123			3,646
Reserves and accruals		15,204			13,576
Foreign exchange		593			—
Other		298			41,544
Less: valuation allowance		(49,243	)		(57,881	)
Total deferred tax assets		107,417			162,023
Deferred tax liabilities:
Fixed assets		34,369			45,965
Intangibles — stock acquisitions		312,661			329,436
Foreign exchange		—			138
Unremitted foreign earnings		100,964			45,395
Total deferred tax liabilities		447,994			420,934
Net deferred tax liability	$	(340,577	)	$	(258,911	)

F-35

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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, 2009, the tax effect of such carry forwards approximated $72.3 million. Of this amount, $8.6 million has no expiration date, $3.8 million expires after 2009 but before the end of 2014 and $59.9 million expires after 2014. A substantial amount of these carry forwards 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 carry forwards. The determination of state net operating loss carry forwards is dependent upon the U.S. subsidiaries’ taxable income or loss, apportionment percentages and other respective state laws, which can change from year to year and impact the amount of such carry forward.

The valuation allowance for deferred tax assets of $49.2 million and $57.9 million at December 31, 2009 and December 31, 2008, respectively, relates principally to the uncertainty of the utilization of certain deferred tax assets, primarily tax loss and credit carry forwards in various jurisdictions. The valuation allowance was calculated in accordance with accounting standards, 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 2009 was primarily attributable to the sale of entities associated with Power Systems operations, utilization of certain foreign net operating losses and movement in unrealized gain/loss in relation to pension valuation.

Several foreign subsidiaries formerly operated under separate “tax holiday” arrangements as granted by certain foreign jurisdictions. The most significant of these was related to Airfoil Technologies Singapore International which was divested in 2009. There are several small transitional agreements in place that are not material in nature and will in general be phased out by 2012.

Uncertain Tax Positions:  On January 1, 2007, the Company adopted the provisions under revised accounting standards related to income taxes. 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:

	2009			2008
	(Dollars in thousands)
Balance at January 1	$	114,667		$	100,415
Increase in unrecognized tax benefits related to prior years		7,371			19,255
Decrease in unrecognized tax benefits related to prior years		(15,346	)		(3,384	)
Unrecognized tax benefits related to the current year		12,348			9,746
Reductions in unrecognized tax benefits due to settlements		(1,314	)		(3,113	)
Reductions in unrecognized tax benefits due to lapse of applicable statute of limitations		(5,645	)		(5,113	)
Increase (decrease) in unrecognized tax benefits due to foreign currency translation		1,151			(3,139	)
Balance at December 31	$	113,232		$	114,667

The total liabilities associated with the unrecognized tax benefits that, if recognized would impact the effective tax rate were $72.2 million and $55.6 million at December 31, 2009 and December 31, 2008 respectively.

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 in the consolidated balance sheets. The interest (benefit) expense (net of related tax benefits where applicable) and

F-36

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

penalties reflected in income from continuing operations for the year ended December 31, 2009 was $(0.6) million and $0.4 million respectively ($3.0 million and $1.1 million respectively for the year ended December 31, 2008). The corresponding liabilities in the consolidated balance sheets for interest and penalties were $14.9 million and $6.7 million respectively at December 31, 2009 ($14.4 million and $6.2 million at December 31, 2008).

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

	Beginning		Ending
United States		2003		2009
Canada		2004		2009
Czech Republic		2001		2009
France		2007		2009
Germany		2003		2009
Italy		2005		2009
Malaysia		2007		2009
Singapore		2008		2009
Sweden		2004		2009
United Kingdom		2007		2009

The Company and its subsidiaries are routinely subject to income tax examinations by various taxing authorities. As of December 31, 2009, the most significant tax examinations in process are in the jurisdictions of the United States, Czech Republic, Germany, Italy, and France. It is uncertain as to when these examinations may be concluded and the ultimate outcome of such examinations. As a result of the uncertain outcome of these ongoing examinations, future examinations, or 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, 2009. Due to the potential for resolution of certain foreign and U.S. 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 $23 million.

Note 15 — 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.

In 2009, the Company offered certain qualifying individuals an early retirement program. Based on the individuals that accepted the offer, the Company recognized special termination costs of $402 thousand in pension expense and $395 thousand in postretirement expense in the second quarter of 2009.

In 2008, the Company took the following actions with respect to 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 employees, other than those subject to a collective bargaining agreement, as of December 31, 2008.

F-37

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

•  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. 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 Company’s Deferred Compensation Plan, effective January 1, 2009.

In addition, on October 31, 2008, the Company’s postretirement benefit plans were amended to eliminate future benefits for employees, other than those subject to a collective bargaining agreement, who had not attained age 50 and whose age plus service was less than 65.

The Company and certain of its 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.

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

	Pension									Other Benefits
	2009			2008			2007			2009		2008			2007
	(Dollars in thousands)
Service cost	$	2,534		$	4,634		$	4,302		$	872	$	1,044		$	548
Interest cost		18,542			18,398			13,565			3,357		3,415			1,950
Expected return on plan assets		(14,907	)		(22,009	)		(16,441	)		—		—			—
Net amortization and deferral		4,569			2,484			2,404			776		821			1,157
Curtailment credit		—			(1,610	)		—			—		(51	)		—
Special termination costs		402			—			—			395		—			—
Net benefit cost	$	11,140		$	1,897		$	3,830		$	5,400	$	5,229		$	3,655

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

	Pension									Other Benefits
	2009			2008			2007			2009			2008			2007
Discount rate		6.06	%		6.32	%		5.46	%		6.05	%		6.45	%		5.85	%
Rate of return		8.17	%		8.19	%		8.33	%		—			—			—
Initial healthcare trend rate		—			—			—			10.0	%		8.5	%		8.0	%
Ultimate healthcare trend rate		—			—			—			5.0	%		5.0	%		4.5	%

F-38

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
	2009			2008			2009			2008
	Under Funded						Under Funded
				(Dollars in thousands)
Benefit obligation, beginning of year	$	303,883		$	298,558		$	58,194		$	45,703
Service cost		2,534			4,634			872			1,044
Interest cost		18,542			18,398			3,357			3,415
Amendments		—			(448	)		—			(622	)
Actuarial loss (gain)		20,740			7,367			(3,008	)		3,168
Currency translation		1,819			(5,466	)		—			—
Benefits paid		(15,918	)		(15,183	)		(3,237	)		(3,623	)
Medicare Part D reimbursement		—			—			454			171
Acquisitions		—			(65	)		—			8,938
Divestitures		—			(506	)		—			—
Special termination costs		402			—			395			—
Curtailments		—			(3,406	)		—			—
Projected benefit obligation, end of year		332,002			303,883			57,027			58,194
Fair value of plan assets, beginning of year		186,550			283,335			—			—
Actual return on plan assets		37,183			(78,650	)		—			—
Contributions		9,070			2,073			—			—
Benefits paid		(15,918	)		(15,183	)		—			—
Currency translation		1,237			(5,025	)		—			—
Fair value of plan assets, end of year		218,122			186,550			—			—
Funded status, end of year	$	(113,880	)	$	(117,333	)	$	(57,027	)	$	(58,194	)

Amounts recognized in the consolidated balance sheet:

	Pension						Other Benefits
	2009			2008			2009			2008
				(Dollars in thousands)
Prepaid benefit cost	$	—		$	406		$	—		$	—
Payroll and benefit-related liabilities		(2,056	)		(1,847	)		(4,125	)		(4,245	)
Pension and postretirement benefit liabilities		(111,824	)		(115,892	)		(52,902	)		(53,949	)
Accumulated other comprehensive income		139,507			144,986			8,451			12,235
	$	25,627		$	27,653		$	(48,576	)	$	(45,959	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amounts recognized in accumulated other comprehensive income:

	Pension
										Accumulated
	Prior									Other
	Service									Comprehensive
	Cost			Net (Gain)			Deferred			Income,
	(Credit)			or Loss			Taxes			Net of Tax
	(Dollars in thousands)
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
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
Net amortization and deferral		(65	)		(4,504	)		1,671			(2,898	)
Amounts arising during the period:
Tax rate adjustments		—			—			(3,248	)		(3,248	)
Actuarial changes in benefit obligation		—			(1,595	)		1,061			(534	)
Impact of currency translation		1			684			(194	)		491
Balance at December 31, 2009	$	507		$	139,000		$	(50,965	)	$	88,542

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Other Benefits
													Accumulated
	Prior												Other
	Service												Comprehensive
	Cost			Initial			Net (Gain)			Deferred			Income,
	(Credit)			Obligation			or Loss			Taxes			Net of Tax
	(Dollars in thousands)
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
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
Net Amortization and deferral		(157	)		(186	)		(433	)		289			(487	)
Amounts Arising During the period:
Tax rate adjustments		—			—			—			241			241
Actuarial changes in benefit obligation		—			—			(3,008	)		1,147			(1,861	)
Balance at December 31, 2009	$	587		$	550		$	7,314		$	(2,639	)	$	5,812

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
	2009			2008			2009			2008
Discount rate		5.78	%		6.06	%		5.60	%		6.05	%
Expected return on plan assets		8.27	%		8.17	%		—			—
Rate of compensation increase		3.45	%		3.49	%		—			—
Initial healthcare trend rate		—			—			9	%		10	%
Ultimate healthcare trend rate		—			—			5	%		5	%

The discount rates for U.S. pension plans and other benefit plans of 5.85% and 5.60%, respectively, were established by comparing the projection of expected benefit payments to the Citigroup Pension Discount Curve (published monthly) as of December 31, 2009. 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

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the Treasury curve, Citibank produces a AA corporate par curve by adding option-adjusted spreads that are 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.

Our assumption for the Expected Return on Assets is primarily based on the determination of an expected return for our current portfolio. This determination is made using assumptions for return and volatility of the portfolio. Asset class assumptions are set using a combination of empirical and forward-looking analysis. To the extent that history has been skewed by unsustainable trends or events, the effects of those trends are quantified and removed. We apply a variety of models for filtering historical data and isolating the fundamental characteristics of asset classes. These models provide empirical return estimates for each asset class, which are then reviewed and combined with a qualitative assessment of long term relationships between asset classes before a return estimate is finalized. This provides an additional means for correcting for the effect of unrealistic or unsustainable short-term valuations or trends, opting instead for return levels and behavior that is more likely to prevail over long periods.

Increasing the assumed healthcare trend rate by 1% would increase the benefit obligation by $4.8 million and would increase the 2009 benefit expense by $0.4 million. Decreasing the trend rate by 1% would decrease the benefit obligation by $4.1 million and would decrease the 2009 benefit expense by $0.3 million.

The accumulated benefit obligation for all U.S. and foreign defined benefit pension plans was $331.5 million and $303.4 million for 2009 and 2008, 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 $331.0 million, $330.7 million and $217.2 million, respectively for 2009 and $290.7 million, $290.1 million and $172.9 million, respectively for 2008.

The Company’s investment objective is to achieve an enhanced long-term rate of return on plan assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the security of benefits for participants. These investments are held primarily in equity and fixed income mutual funds. The Company’s other investments are largely comprised of a hedge fund of funds. The equity funds are diversified in terms of domestic and international equity securities, as well as small, middle and large capitalization stocks. The domestic mutual funds held in the plans are managed in accordance with the diversification and industry concentration restrictions set forth in the Investment Company Act of 1940, as amended. The Company’s target allocation percentage is as follows: equity securities (60%); fixed-income securities (30%) and other securities (10%). Equity funds are held for their expected high return and excess return over inflation. Fixed-income funds are held for diversification relative to equities and as a partial hedge of interest rate risk to plan liabilities. The other investments are held to further diversify assets within the plans and provide a mix of equity and bond like return with a bond like risk profile. The plans may also hold cash to meet liquidity requirements. Investment risks and returns are measured and monitored on an on-going basis through annual liability measurements and investment portfolio reviews to determine whether the asset allocation targets continue to represent an appropriate balance of expected risk and reward.

During 2008, pension plan assets decreased approximately $78.7 million primarily due to the downturn in the economy. The decrease was 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. In 2009, pension plan assets increased $37.2 million but continue to remain depressed from 2007 values.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair values of the Company’s pension plan assets at December 31, 2009 by asset category are as follows:

	Fair Value Measurements at 12/31/09
			Quoted Prices in		Significant		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Asset Category	Total		(Level 1)		(Level 2)		(Level 3)
			(Dollars in millions)
Cash	$	356	$	356	$		$
Money market funds		5,662		5,662
Equity Securities:
U.S. large-cap disciplined equity(a)		61,461		61,461
U.S. small/mid-cap equity(b)		16,956		16,956
World Equity exclude United States(c)		40,628		40,628
Common Equity Securities — Teleflex Incorporated		6,300		6,300
Diversified United Kingdom Equity		5,445		5,445
Diversified Global exclude United Kingdom		2,767		2,767
Fixed income securities:
Long duration bond fund(d)		53,455		53,455
Corporate, government and foreign bonds		2,172				2,172
Asset backed — home loans		1,258				1,258
Other types of investments:
Hedge fund of funds(e)		20,244						20,244
General Fund — Japan		916				916
Other		502						502
Total	$	218,122	$	193,030	$	4,346	$	20,746

(a)	This category comprises a mutual fund that invests at least 80% of its net assets in equity securities of large companies. These securities include common stocks, preferred stocks, warrants, exchange traded funds based on a large cap equity index and derivative instruments whose value is based on an underlying equity security or basket of equity securities. The fund will invest primarily in common stocks of U.S. companies with market capitalizations in the range of companies in the S&P 500 Composite Stock Price Index (S&P 500 Index).
(b)	This category comprises a mutual fund that invests at least 80% of its net assets in equity securities of small and mid-sized companies. The fund will invest in common stocks or exchange traded funds holding common stock of U.S. companies with market capitalizations in the range of companies in the Russell 2500 Index.
(c)	This category comprises a mutual fund that invests at least 80% of its net assets in equity securities of foreign companies. These securities may include common stocks, preferred stocks, warrants, exchange traded funds based on an international equity index and derivative instruments whose value is based on an international equity index and derivative instruments whose value is based on an underlying equity security or basket of equity securities. The fund will invest in securities of foreign issuers located in developed and emerging market countries. However, the fund will not invest more than 30% of its assets in the common stocks or other equity securities of issuers located in emerging market countries. It is expected that the fund will invest at least 40% of its assets in companies domiciled in foreign countries.
(d)	This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar to fixed income securities. The fund invests in investment grade fixed income

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

instruments, including securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities, corporate bonds, asset-backed securities, exchange traded funds, mortgage-backed securities and collateralized mortgage-backed securities. The fund will invest primarily in long duration government and corporate fixed income securities, and use derivative instruments, including interest rate swap agreements and Treasury futures contracts, for the purpose of managing the overall duration and yield curve exposure of the Fund’s portfolio of fixed income securities.

(e)

This category comprises a hedge fund that invests in various other hedge funds. Approximately 37% of the assets were invested in non-directional based funds including — convertible bond hedging, fixed income arbitrage, global macro and multiple strategies. Approximately 36% of the assets were held in directional based funds including — long/short equity and credit hedging strategies. In addition, approximately 20% of the assets were held in funds with an event driven strategy. The remaining assets were held in cash.

The Company’s contributions to U.S. and foreign pension plans during 2010 are expected to be in the range of $7.3 million to $10.0 million. Contributions to postretirement healthcare plans during 2010 are expected to be approximately $4.1 million.

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)
2010	$	15,453	$	4,125
2011		15,633		4,278
2012		16,416		4,215
2013		17,193		4,225
2014		17,847		4,269
Years 2015 — 2019		101,044		21,995

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 $12.1 million, $11.1 million and $7.3 million for 2009, 2008 and 2007, respectively.

Note 16 — 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

F-44

TELEFLEX INCORPORATED AND SUBSIDIARIES

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 2009:

	(Dollars in
	thousands)
Balance — December 31, 2008	$	17,106
Accrued for warranties issued in 2009		6,297
Settlements (cash and in kind)		(4,247	)
Accruals related to pre-existing warranties		240
Businesses sold		(7,581	)
Effect of translation		270
Balance — December 31, 2009	$	12,085

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, 2009, 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, 2009 (including residual value guarantee amounts) under noncancelable operating leases are as follows:

	(Dollars in
	thousands)
2010	$	26,572
2011		21,408
2012		17,562
2013		12,934
2014		10,967

Rental expense under operating leases was $34.6 million, $34.3 million and $27.3 million in 2009, 2008 and 2007, 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 $9.7 million at December 31, 2009.

Accounts receivable securitization program:  The Company uses an accounts receivable securitization program to gain access to credit markets with favorable interest rates 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 consolidated subsidiary of Teleflex. Accordingly, the assets of the SPE are not available to satisfy the obligations of Teleflex or any of its other subsidiaries. The 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 as the Company has relinquished control of the receivables. Accordingly, undivided interests in accounts receivable sold to the commercial paper conduit under these transactions are excluded from accounts receivable, net in the accompanying consolidated balance sheets. The

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

interests for which cash consideration is not received from the conduit are retained by the SPE and remain in accounts receivable, net 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 SPE 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, 2009 and December 31, 2008, 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. If the Company defaults 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 by the commercial paper conduit.

Information regarding the outstanding balances related to the SPE’s interests in accounts receivables sold or retained as of December 31, 2009 is as follows:

	(Dollars in
	millions)
Interests in receivables sold outstanding(1)	$	39.7
Interests in receivables retained, net of allowance for doubtful accounts	$	82.5

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

The delinquency ratio for the qualifying receivables represented 3.8% of the total qualifying receivables as of December 31, 2009.

The following table summarizes the activity related to our interests in accounts receivable sold for the years ended December 31, 2009 and December 31, 2008:

	December 31,		December 31,
	2009		2008
	(Dollars in millions)
Proceeds from the sale of interest in accounts receivable	$	65.0	$	27.0
Repayments to conduit	$	65.0	$	27.0
Fees and charges(1)	$	1.1	$	1.8

(1) Recorded in interest expense in the consolidated statements of income.

Other fee charges related to the sale of receivables to the commercial paper conduit for the year ended December 31, 2009 were not material.

The Company continues to service the receivables after they are sold to the conduit pursuant to servicing agreements with the SPE. No servicing asset is recorded at the time of sale because the Company does not receive any servicing fees from third parties or other income related to the servicing of the receivables. The Company does 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.

In the first quarter of 2010, the Company will adopt an amendment to accounting standards that affects the accounting for transfers of financial assets. Outstanding accounts receivable that the Company previously treated as sold and removed from the balance sheet will be included in accounts receivable, net on the Company’s consolidated balance sheet and the amounts outstanding under the Company’s accounts receivable securitization program will be accounted for as a secured borrowing and reflected as short-term debt on

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the Company’s balance sheet (which as of December 31, 2009 is $39.7 million for both). In addition, while there has been no change in the arrangement under the Company’s securitization program, the adoption of this amendment will reduce cash flow from operations by approximately $39.7 million and result in a corresponding increase in cash flow from financing activities.

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 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, 2009 and December 31, 2008, the Company’s consolidated balance sheet included an accrued liability of $8.1 million and $8.9 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, 2009. 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 for foreign governments had previously been imposed on Arrow based on prior inspections and the corporate warning letter did 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 included 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. At the end of 2009, the FDA began its reinspections of the Arrow facilities covered by the corporate warning letter. These inspections have been substantially completed, and the FDA has issued certain written observations to Arrow as a result of those inspections. The Company is currently in the process of responding to those observations and communicating with the FDA regarding resolution of all outstanding issues.

While the Company continues to believe it has substantially remediated these issues through the corrective actions taken to date, there can be no assurances that these issues have been resolved 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.

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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, 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, 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. On average, such commitments are not at prices in excess of current market.

Note 17 — Business segments and other information

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 operating segments: Medical, Aerospace and Commercial.

The Medical Segment businesses design, 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 other medical device manufacturers. Over 90 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 cargo handling systems for wide body and narrow body aircraft. Commercial aviation markets represent 95% 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 and rigging products and services. Commercial Segment products are used in a range of markets including: recreational marine, oil and gas, marine transportation and industrial.

F-48

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Information about continuing operations by business segment is as follows:

	2009			2008			2007
	(Dollars in thousands)
Segment data:
Medical	$	1,457,108		$	1,499,109		$	1,041,349
Aerospace		185,126			253,818			197,813
Commercial		247,828			313,804			335,920
Net revenues		1,890,062			2,066,731			1,575,082
Medical		305,051			286,330			182,636
Aerospace		15,433			26,067			18,253
Commercial		15,245			26,078			32,051
Segment operating profit(1)		335,729			338,475			232,940
Corporate expenses		42,736			46,861			48,987
In-process research and development charge		—			—			30,000
Goodwill impairment		6,728			—			2,448
Restructuring and other impairment charges		15,057			27,701			7,421
Net loss (gain) on sales of businesses and assets		2,597			(296	)		1,110
Noncontrolling interest		(1,157	)		(747	)		(525	)
Income from continuing operations before interest and taxes	$	269,768		$	264,956		$	143,499
Identifiable assets(2):
Medical	$	3,135,349		$	3,135,360		$	3,312,240
Aerospace		120,277			244,994			234,939
Commercial		111,209			215,894			234,716
Corporate(3)		463,304			322,286			401,861
	$	3,830,139		$	3,918,534		$	4,183,756
Capital expenditures:
Medical	$	26,523		$	24,992		$	31,781
Aerospace		1,843			5,349			2,449
Commercial		649			3,332			4,579
Corporate		1,394			1,496			2,574
	$	30,409		$	35,169		$	41,383
Depreciation and amortization expense:
Medical	$	88,517		$	90,519		$	48,763
Aerospace		3,912			4,006			2,900
Commercial		4,981			6,383			7,049
Corporate		9,158			8,333			10,417
	$	106,568		$	109,241		$	69,129

(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 noncontrolling interest. Unallocated corporate expenses, (gain) loss on sales of businesses and assets, restructuring and impairment charges, interest income and expense and taxes on income are excluded from the measure.

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TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(2)	Identifiable assets do not include assets held for sale of $8.9 million, $8.2 million and $4.2 million in 2009, 2008 and 2007, 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:

	2009		2008		2007
	(Dollars in thousands)
Net revenues (based on business unit location):
United States	$	1,024,117	$	1,128,938	$	852,776
Other Americas		99,615		106,903		118,364
Germany		238,229		300,672		252,348
Other Europe		407,190		408,551		284,260
All other		120,911		121,667		67,334
	$	1,890,062	$	2,066,731	$	1,575,082
Net property, plant and equipment:
United States	$	187,880	$	198,689	$	219,501
Other Americas		26,587		38,971		51,632
Germany		21,924		24,855		39,567
Other Europe		61,533		67,700		74,460
All other		19,575		44,077		45,816
	$	317,499	$	374,292	$	430,976

Note 18 — 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 Net (gain) loss on sales of businesses and assets.

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

	2009		2008			2007
	(In thousands)
Loss (gain) on sales of businesses and assets, net	$	2,597	$	(296	)	$	1,110

During 2009, the Company realized a loss of $2.6 million on the sale of a product line in its Marine business.

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.

Assets Held for Sale

Assets held for sale at December 31, 2009 and 2008 are summarized on the table below. At December 31, 2009, these assets consisted of four buildings which the Company is actively marketing. During the second quarter of 2009, the Company sold two buildings at approximately net book value and added two new properties to assets held for sale.

F-50

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2009		2008
Assets held for sale:
Property, plant and equipment	$	8,866	$	8,210
Total assets held for sale	$	8,866	$	8,210

Discontinued Operations

During the third quarter of 2009, the Company completed the sale of its Power Systems operations to Fuel Systems Solutions, Inc. for $14.5 million and realized a loss of $3.3 million, net of tax. During the second quarter, the Company recognized a non-cash goodwill impairment charge of $25.1 million to adjust the carrying value of these operations to their estimated fair value. In the third quarter of 2009, the Company reported the Power Systems operations, including the goodwill impairment charge, in discontinued operations.

On March 20, 2009, the Company completed the sale of its 51 percent share of Airfoil Technologies International — Singapore Pte. Ltd. (“ATI Singapore”) to GE Pacific Private Limited for $300 million in cash. ATI Singapore, which provides engine repair products and services for critical components of flight turbines, was part of a joint venture between General Electric Company (“GE”) and the Company. In December 2009, the Company completed the transfer of its ownership interest in the remaining ATI business to GE.

In the second quarter of 2008, the Company refined its estimates for the post-closing adjustments based on the provisions of the Purchase Agreement with Kongsberg Automotive Holdings on the sale in 2007 of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems (“the GMS businesses”). Also during the second quarter of 2008, the Company recorded a charge for the settlement of a contingency related to the sale of the GMS businesses. These activities resulted in a decrease in the gain on sale of the GMS businesses and are reported in discontinued operations as a loss of $14.2 million, with related taxes of $6.0 million.

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.

The results of our discontinued operations for the years 2009, 2008 and 2007 were as follows:

	2009			2008		2007
	(Dollars in thousands)
Net revenues	$	111,089		$	354,218	$	1,291,390
Costs and other expenses		114,174			278,881		1,208,130
(Gain) loss on disposition		(272,307	)		8,238		(299,456	)
Income from discontinued operations before income taxes		269,222			67,099		382,716
Taxes on income from discontinued operations		98,153			10,613		173,899
Income from discontinued operations		171,069			56,486		208,817
Less: Income from discontinued operations attributable to noncontrolling interest		9,860			34,081		30,153
Income from discontinued operations attributable to common shareholders	$	161,209		$	22,405	$	178,664

F-51

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net assets and liabilities sold in 2009 in relation to the discontinued operations were comprised of the following:

	(Dollars in
	thousands)
Net assets	$	135,904
Net liabilities		(87,534	)
	$	48,370

Note 19 — Subsequent event

On February 24, 2010, the Company entered into a definitive agreement to sell SSI Surgical Services, Inc. (“SSI”), a reporting unit within our medical segment, to a privately-owned multi-service line healthcare company for approximately $25 million which we expect to result in a pretax gain of approximately $9 million. SSI had revenues of $22.2 million in 2009. The transaction is subject to customary closing conditions and is expected to close by the end of the first quarter of 2010.

F-52

QUARTERLY DATA (UNAUDITED)

	First		Second			Third		Fourth
	Quarter(1)		Quarter			Quarter		Quarter(4)
	(Dollars in thousands, except per share)
2009:
Net revenues	$	445,825	$	467,755		$	461,479	$	515,003
Gross profit		190,213		203,582			200,554		219,726
Income from continuing operations before interest and taxes		59,508		61,352			69,620		79,288
Income from continuing operations		25,097		34,519			35,039		48,287
Income (loss) from discontinued operations		200,510		(27,747	)		3,578		(5,272	)
Net income		225,607		6,772			38,617		43,015
Less: Net income attributable to noncontrolling interest		236		302			305		314
Income from discontinued operations attributable to noncontrolling interest		9,860		—			—		—
Net income attributable to common shareholders		215,511		6,470			38,312		42,701
Earnings per share available to common shareholders — basic(2):
Income from continuing operations	$	0.63	$	0.86		$	0.87	$	1.21
Income (loss) from discontinued operations		4.80		(0.70	)		0.09		(0.13	)
Net income	$	5.43	$	0.16		$	0.96	$	1.07
Earnings per share available to common shareholders — diluted(2):
Income from continuing operations	$	0.62	$	0.86		$	0.87	$	1.20
Income (loss) from discontinued operations		4.78		(0.70	)		0.09		(0.13	)
Net income	$	5.40	$	0.16		$	0.96	$	1.07
2008:
Net revenues(3)	$	526,522	$	538,929		$	504,035	$	497,245
Gross profit(3)		212,097		229,754			209,833		203,321
Income from continuing operations before interest and taxes		59,998		75,082			71,836		58,040
Income from continuing operations		18,256		30,018			29,627		20,215
Income from discontinued operations		11,741		14,023			22,319		8,403
Net income		29,997		44,041			51,946		28,618
Less: Net income attributable to noncontrolling interest		187		259			196		105
Income from discontinued operations attributable to noncontrolling interest		6,867		8,839			9,431		8,944
Net income attributable to common shareholders		22,943		34,943			42,319		19,569
Earnings per share available to common shareholders — basic(2):
Income from continuing operations	$	0.46	$	0.75		$	0.74	$	0.51
Income (loss) from discontinued operations		0.12		0.13			0.33		(0.01	)
Net income	$	0.58	$	0.88		$	1.07	$	0.49
Earnings per share available to common shareholders — diluted(2):
Income from continuing operations	$	0.46	$	0.75		$	0.74	$	0.51
Income (loss) from discontinued operations		0.12		0.13			0.32		(0.01	)
Net income	$	0.58	$	0.88		$	1.06	$	0.49

F-53

		Income from
		Continuing		Income (Loss)
		Operations		from
		Before Interest		Continuing
		and Taxes		Operations
(1)	First quarter 2008 results include the following:
	Write-off of inventory fair value adjustment(a)	$	6,936	$	4,449

(2)	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.
(3)	Amounts exclude the impact of discontinued operations. See Note 18.
(4)	During the fourth quarter of 2009, we determined that an out-of-period adjustment was required to correct our financial statement tax related balance sheet accounts. Correction of this error decreased deferred tax liabilities and our taxes payable by approximately $2.6 million and reduced income tax expense approximately $2.6 million. Based on our analysis, we concluded that this matter was not material on a quantitative or qualitative basis to the prior period financial statements and, as such, is being corrected in the current period.
(a)	Related to Arrow acquisition.

F-54

TELEFLEX INCORPORATED

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

ALLOWANCE FOR DOUBTFUL ACCOUNTS

	Balance at					Additions		Accounts					Balance at
	Beginning of					Charged to		Receivable			Translation		End of
	Year		Dispositions			Income		Write-offs			And other		Year
December 31, 2009	$	8,726	$	(1,224	)	$	2,246	$	(2,775	)	$	144	$	7,117
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

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, 2009
Raw material	$	12,999	$	(1,203	)	$	3,457	$	(3,923	)	$	877		$	12,207
Work-in-process		2,698		(64	)		1,150		(460	)		204			3,528
Finished goods		21,819		(2,878	)		6,003		(5,720	)		300			19,524
	$	37,516	$	(4,145	)	$	10,610	$	(10,103	)	$	1,381		$	35,259
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

F-55

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.
	10	.3	—	Amended and Restated Teleflex Incorporated Deferred Compensation Plan effective as of January 1, 2009 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K filed on February 25, 2009), and as subsequently amended by the First Amendment thereto, dated January 1, 2010 (filed herewith).
	10	.4	—	Amended and Restated Teleflex 401(k) Savings Plan, effective as of January 1, 2004.
	*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 26, 2009, between the Company and Jeffrey P. Black (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 1, 2009).
	+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 (incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K filed on February 25, 2009).
	+10	.11	—	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 (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K filed on February 25, 2009).
	+10	.12	—	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 (incorporated by reference to Exhibit 10.13 to the Company’s Form 10-K filed on February 25, 2009).
	+10	.13	—	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 (incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K filed on February 25, 2009).
	+*10	.14	—	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	.15	—	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).

Exhibit No.				Description
	+10	.16	—	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 (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K filed on February 25, 2009).
	+10	.17	—	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 (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K filed on February 25, 2009).
	+10	.18	—	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 (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K filed on February 25, 2009).
	+10	.19	—	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 (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K filed on February 25, 2009).
	10	.20		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 (incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K filed on February 25, 2009), and Amendment No. 2 thereto dated as of October 26, 2009 (filed herewith).
	10	.21		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), as amended by Amendment No. 1 thereto dated as of November 20, 2009 (filed herewith).
	10	.22		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), as amended by Amendment No. 2 thereto dated as of November 20, 2009 (filed herewith).
	*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	4
ARTICLE II. PARTICIPATION	23
2.1 Participation	23
2.2 Ineligible Employees	23
2.3 Time of Participation — Excluded Employees	24
2.4 Reemployed Individuals	24
ARTICLE III. AMOUNT OF RETIREMENT BENEFITS	25
3.1 Normal Retirement Benefits	25
3.2 Late Retirement Benefits	29
3.3 Early Retirement Benefit	29
3.4 Disability Retirement Benefit	30
3.5 Vested Deferred Retirement Benefit	31
3.6 Return of Accumulated Contributions	32
3.7 Restoration of Accrued Pension Benefit	32
3.8 Minimum Benefit	33
3.9 Medicare Part B Reimbursement	33
3.10 Transfer of Employment	34
3.11 Preservation of Accrued Benefit	34
ARTICLE IV. VESTING	35
4.1 Rate of Vesting — General Rule	35
4.2 Full Vesting in Accumulated Contributions	35
ARTICLE V. DEATH BENEFITS	36
5.1 Death of Vested Participant Before Annuity Starting Date	36
5.2 Amount and Time of Payment of Vested Terminated Participant’s Death Benefit	36
5.3 Death of Participant On or After Retirement Date	36
5.4 No Other Death Benefits	37
5.5 Military Death Benefits	37
ARTICLE VI. PAYMENT OF RETIREMENT BENEFITS	38
6.1 Annuity Payment Date	38
6.2 Normal Form of Retirement Benefit — Unmarried Salaried Participants	38
6.3 Normal Form of Retirement Benefit — Married Salaried Participants	38
6.4 Optional Forms of Retirement Benefit Payment	38
6.5 Special Optional Form of Retirement Benefit Payments for TRIP Plan Participants	39

6.6 Election of Benefits — Notice and Election Procedures	39
6.7 Payment of Small Benefits	41
6.8 Continued Employment After Normal Retirement Date; Reemployed Participants	42
6.9 Required Distributions — Code Section 401(a)(9)	43
6.10 Eligible Rollover Distributions	49
ARTICLE VII. CONTRIBUTIONS	52
7.1 Employer Contributions	52
7.2 Funding Policy	52
7.3 Determination of Contributions	52
7.4 Time of Payment of Employer Contributions	52
7.5 Return of Employer Contributions	52
7.6 Forfeitures	53
7.7 Irrevocability	53
7.8 Employee Contributions	53
7.9 Funding Notice	53
7.10 Funding-Based Limits on Benefits and Benefit Accruals	53
ARTICLE VIII. ADMINISTRATION	54
8.1 Fiduciary Responsibility	54
8.2 Appointment and Removal of Committee	54
8.3 Compensation and Expenses of Committee and Administrative Committee	54
8.4 Committee an Administrative Committee Procedures	54
8.5 Plan Interpretation	55
8.6 Fiduciary Duties	55
8.7 Consultants	55
8.8 Method of Handling Plan Funds	55
8.9 Delegation and Allocation of Responsibility	55
8.10 Other Committee, Administrative Committee and Benefits Group Powers and Duties	56
8.11 Records and Reports	57
8.12 Application and Forms for Benefits	57
8.13 Authorization of Benefit Payments	57
8.14 Unclaimed Accrued Benefit — Procedure	57
8.15 Individual Statement	58
8.16 Parties to Litigation	58

ii

8.17 Use of Alternative Media	58
8.18 Personal Data to Benefits Group	58
8.19 Address for Notification	59
8.20 Notice of Change in Terms	59
8.21 Assignment or Alienation	59
8.22 Litigation Against the Plan	59
8.23 Information Available	59
8.24 Presenting Claims for Benefits	59
8.25 Claims Review Procedure	60
8.26 Disputed Benefits	61
8.27 Claims Involving Benefits Related to Disability	61
ARTICLE IX. EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION AND MERGER	63
9.1 Exclusive Benefit	63
9.2 Amendment of the Plan	63
9.3 Amendment to Vesting Provisions	63
9.4 Merger/Direct Transfers and Elective Transfers	64
9.5 Termination of the Plan	65
9.6 Full Vesting on Termination	65
9.7 Partial Termination	65
9.8 Allocation of Assets Upon Termination of Trust Fund	66
9.9 Manner of Distribution	67
9.10 Overfunding	67
ARTICLE X. WITHDRAWAL OF PARTICIPATING EMPLOYER	68
10.1 Withdrawal	68
10.2 Notice of Withdrawal	68
10.3 Withdrawal at Request of Board of Directors	68
10.4 Continuation of Plan	68
ARTICLE XI. LIMITATIONS ON BENEFITS	69
11.1 Limitation on Annual Benefits	69
11.2 Benefit Limitations — Rules for Certain Highly Compensated Employees	86
ARTICLE XII. PROVISIONS RELATING TO TOP-HEAVY PLAN	87
12.1 Top-Heavy Requirement	87
12.2 Minimum Vesting Requirement	87
12.3 Minimum Benefit Requirement	88

iii

12.4 Change in Top-Heavy Status	89
ARTICLE XIII. VETERANS’ REEMPLOYMENT RIGHTS	90
13.1 USERRA	90
13.2 Crediting Service	90
13.3 Compensation	90
13.4 Qualified Military Service	91
13.5 Earnings and Forfeitures	91
ARTICLE XIV. MISCELLANEOUS	92
14.1 Limited Purpose of Plan	92
14.2 Non-alienation	92
14.3 Facility of Payment	92
14.4 Effect of Return of Benefit Checks	92
14.5 Impossibility of Diversion	92
14.6 Unclaimed Benefits	93
14.7 Construction	93
14.8 Governing Law	93
14.9 Contingent Effectiveness of Plan Amendment and Restatement	93
APPENDIX A       PARTICIPATING EMPLOYERS	A-1
APPENDIX B       ACTUARIAL ASSUMPTIONS	B-1
APPENDIX C       APPROPRIATE INTEGRATION LEVEL FOR PRE-1998 EMPLOYEES	C-1
APPENDIX D       APPROPRIATE INTEGRATION LEVEL FOR PARTICIPANTS OTHER THAN PRE-1998 EMPLOYEES	D-1
APPENDIX E       TELEFLEX INCORPORATED HOURLY EMPLOYEES’ PENSION PLAN	E-1
APPENDIX F       RETIREMENT PLAN FOR SALARIED EMPLOYEES OF ARROW INTERNATIONAL, INC.	F-1
APPENDIX G       RETIREMENT PLAN FOR HOURLY-RATED EMPLOYEES OF ARROW INTERNATIONAL, INC.	G-1
APPENDIX H       RETIREMENT PLAN FOR HOURLY RATED EMPLOYEES AT THE BERKS COUNTY, PA LOCATIONS OF ARROW INTERNATIONAL, INC.	H-1

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 previously amended and restated the Teleflex Incorporated Hourly Employees’ Pension Plan and merged it with and into the Plan effective as of December 31, 2008. The Sponsor also previously merged 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 as 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 2008-108 (the “2008 Cumulative List”), the Pension Protection Act of 2006, as subsequently amended by the Worker, Retiree, and Employer Recovery Act of 2008, the Heroes Earnings Assistance and Relief Tax Act of 2008, 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. Further, 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 Plans 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 Severance from Employment or cessation of active participation. If benefit payments commenced to any such individual prior to the date such plan merged with

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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, 2002 to comply with the requirements reflected in IRS Notice 2007-94 (the “2007 Cumulative List”). Prior to the amendment and restatement effective January 1, 2002, the Plan was last 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”). Following the amendment and restatement of the Plan to comply with 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 EGTRRA, to conform to regulations and guidance issued by the Department of Labor (“DOL”) and Internal Revenue Service (“IRS”), 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 (“PFEA”), 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 was amended from time to time and was amended and restated effective as of June 30, 2001 to comply with GUST. Following the amendment and restatement of the Hourly Employees’ Plan 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, to comply with changes made to the required interest rate assumption used for adjusting distribution calculations as provided in PFEA, 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. The Hourly Employees’ Plan was merged with and into the Plan effective as of December 31, 2008.

Arrow International, Inc. (“Arrow”) adopted the Retirement Plan for Salaried Employees (“Arrow Salaried Plan”) effective as of September 1, 1978. The Arrow Salaried Plan was amended from time to time and was most recently amended and restated effective as of September 1, 2002 to comply with EGTRRA and the requirements reflected in IRS Notice 2005-101 (the “2005

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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 PFEA, 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 so that no Employee whose initial date of hire is on or after October 1, 2007 is eligible to become a Participant in the Arrow Salaried Plan. The Arrow Salaried Plan was merged with and into the Plan effective as of August 31, 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 was amended from time to time and was most recently amended and restated effective as of September 1, 2002 to comply with EGTRRA and 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 PFEA, 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 so that no Employee whose initial date of hire is on or after October 1, 2007 is eligible to become a Participant in the Arrow Hourly Plan. The Arrow Hourly Plan was merged with and into the Plan effective as of August 31, 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 was amended from time to time and was most recently amended and restated effective as of September 1, 2002 to comply with EGTRRA and 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 PFEA, and to revise the governance structure of the Plan (in a manner consistent with the Sponsor’s acquisition of Arrow on October 1, 2007). The Arrow Berks Plan was merged with and into the Plan effective as of August 31, 2008.

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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 (as defined in Appendix F) 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 (as defined in Appendix G) 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.

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 as 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

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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 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 in which the date of the distribution occurs 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). 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 in effect for the November of the Plan Year immediately preceding the first day of the Plan Year.

     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

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“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” means, effective January 1, 2008, the Financial Benefit Plans Committee or such other committee appointed by the Committee or the Board of Directors to oversee the administration of the Plan in accordance with its authority under the benefit plan governance structure approved by the Compensation Committee of the Board of Directors, as amended from time to time, or any successor thereto. The Vice President, Global Human Resources (effective May 1, 2009; prior to May 1, 2009, Vice President of Human Resource Operations) and employees of the Corporate Benefits Department of the Sponsor (collectively the “Benefits Group”) have been appointed to assist in the day-to-day administration of the Plan in accordance with their authority under the benefit plan governance structure approved by the Compensation Committee of the Board of Directors, as amended from time to time.

     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 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 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 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 a Participant other than a Salaried Participant 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

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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 is an Arrow Berks Participant and 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 is an Arrow Hourly Participant and 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 Arrow Hourly Plan or 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 is an Arrow Salaried Participant and 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 Arrow Salaried Plan or 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, date of death, or December 31, 2008, whichever is applicable. As used in this Section 1.10, “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 the 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 Code Section 401(a)(17).

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.

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     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 Benefits Group, 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, an 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 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

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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 Appendix E, F, G, or H, as 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 the 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 “Elective Contributions” made by the Employer on the Salaried Participant’s behalf. Elective Contributions are amounts excludible from the Salaried Participant’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), and Code Section 132(f)(4) (relating to a qualified transportation fringe benefit plan). Effective January 1, 2009, if Salaried Participants’ Compensation under the Plan was not frozen effective for Plan Years beginning after 2008, Compensation would also include

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any differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer, as required by Code Section 414(u)(12), as amended by the Heroes Earnings Assistance and Relief Tax Act of 2008 (the “HEART Act”). Compensation does 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 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 Salaried Participant’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 Salaried Participant’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 Salaried Participant if the Salaried Participant 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 a Salaried Participant pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Salaried Participant at the same time if the Salaried Participant had continued in employment with the Employer and only to the extent the payment is includible in the Salaried Participant’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

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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.

Salaried Participants’ Compensation for Plan purposes is frozen for Plan Years beginning after December 31, 2008.

     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, 2008 is $245,000. 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.

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          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 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);

     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; and

     1.17.3.6 A Participant shall be not credited with any additional years of Continuous Service after December 31, 2008; provided, however, that, if a Participant experiences a Severance from Employment pursuant to the 2009 Voluntary Early Retirement Plan, the Participant shall be credited with two (2) additional years of Continuous Service.

     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

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          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 1.17.3.1 and 1.17.3.2 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;

     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.

          1.19.5 Notwithstanding any provision of the Plan to the contrary, except as otherwise provided in Section 1.17.3.6, no Participant shall receive additional Credited Service for benefit accrual purposes for any period of employment after December 31, 2008.

     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. If a Salaried Participant experiences a Severance from Employment pursuant to the 2009 Voluntary Early Retirement Plan, the Participant shall be

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credited with two (2) additional years of age and the requirement that the Salaried Participant be credited with 10 years of Continuous Service in order to reach an Early Retirement Date is not applicable. 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.

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 Employer, 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.

Effective January 1, 2009, to the extent the Plan is not frozen, any individual in Qualified Military Service (as defined in Code Section 414(u)) who is receiving differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer shall be treated as an “Employee” of the Employer solely for purposes of providing contributions, benefits and service credit with respect to such Qualified Military Service, as applicable. Notwithstanding the foregoing, except as otherwise provided in an applicable Appendix or required by applicable law, nothing in this provision shall be interpreted to require any benefit accruals under this Plan after December 31, 2008.

     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,

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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 ($110,000 for the Plan Year beginning January 1, 2009) in Compensation from the Employer (or such higher amount as adjusted pursuant to Code Section 414(q)(1)); and

     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.

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     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 Plan 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 an 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 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 Plan shall credit Hours of Service under this Section 1.32.2 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 1.32.2; 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 Plan 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.

The Plan 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 Plan is measuring an Employee’s Hours of Service. The Benefits Group will resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee.

Except as otherwise provided in an Appendix to the Plan, the Plan 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 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:

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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 shall credit Hours of Service during an Employee’s unpaid absence period due to maternity or paternity leave. The Plan 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 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 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 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.

     1.33 “Hourly Participant” means a Participant who was a participant in the Teleflex Incorporated Hourly Employees’ Pension Plan (“Hourly Employees’ Plan”) prior to the merger of the Hourly Employees’ 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 is an Hourly Participant and 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 or accrue benefits under the Hourly Employees’ Plan or Plan. Except as otherwise provided in Appendix E, no Hourly Participant shall accrue an additional benefit under the Plan after December 31, 2008.

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     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 or it 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 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.

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     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. If a Participant experiences a Severance from Employment pursuant to the 2009 Voluntary Early Retirement Plan, the Participant shall be credited with two (2) additional years of age for all Plan purposes.

     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 Participant.

     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 1.44.1, 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 Salaried Participant on such date or who was eligible on such date to become a Salaried 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 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

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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 is a Salaried Participant and 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. Further, except as otherwise provided in the Plan, no Salaried Participant shall accrue an additional benefit under the Plan after December 31, 2008.

     1.53 “Severance from Employment” means 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.

     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

20

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, 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.

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

21

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 “Treasury Regulations” means regulations promulgated under the Code by the Secretary of the Treasury.

     1.62 “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.

     1.63 “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.

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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, 2004, 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 Continuous Service and has reached age 20¹/2.

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;

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          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;

          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 Section 2.2.12, the Benefits Group 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 an Employer as an eligible Employee under Sections 2.1 and 2.2 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.

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ARTICLE III. AMOUNT OF RETIREMENT BENEFITS.

     3.1 Normal Retirement Benefit. 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 the Plan, an Appendix or required by applicable law, no Participant shall accrue any additional benefit under the Plan after December 31, 2008.

          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 Section 3.1.1.1.1 and 3.1.1.1.2 below, where:

     3.1.1.1.1 Is the Salaried Participant’s Credited Service on July 1, 1979, and

     3.1.1.1.2 Is the sum of 3.1.1.1.2.1 and 3.1.1.1.2.2:

     3.1.1.1.2.1 1% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year beginning July 1, 1979, and

     3.1.1.1.2.2 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 3.1.1.2.1 and 3.1.1.2.2 below:

     3.1.1.2.1 4.16667%, and

     3.1.1.2.2 The contributions made by the Salaried Participant for each such Plan Year.

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          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 3.1.2.1 and 3.1.2.2 below, where:

     3.1.2.1 Is the Salaried Participant’s Credited Service for each such Plan Year, and

     3.1.2.2 Is the sum of:

     3.1.2.2.1 1% of the Salaried Participant’s Monthly Plan Compensation for each such Plan Year, and

     3.1.2.2.2 1% of the Salaried Participant’s Monthly Plan Compensation for each such Plan Year that is in excess of $550, if any.

          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 3.1.3.1.1 and 3.1.3.1.2 below:

     3.1.3.1.1 1.375% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year up to $880, and

     3.1.3.1.2 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 3.1.4.1.1 and 3.1.4.1.2 below:

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     3.1.4.1.1 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

     3.1.4.1.2 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.

          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.

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     3.1.6.3 A Salaried Participant’s TRIP Plan Benefit shall equal the sum of the amounts determined under 3.1.6.3.1 and 3.1.6.3.2 below, subject to 3.1.6.3.3 and 3.1.6.3.4 below:

     3.1.6.3.1 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

     3.1.6.3.2 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.

     3.1.6.3.3 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.

     3.1.6.3.4 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.

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     3.2 Late Retirement Benefit. 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 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

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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 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 his 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 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 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

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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 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 3.5.2.2.1, 3.5.2.2.2 and 3.5.2.2.3 below:

     3.5.2.2.1 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.

     3.5.2.2.2 The interest rate prescribed in Section 1.3.

     3.5.2.2.3 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.

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          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 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

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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 Administrative 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 Medicare Part B Reimbursement. Each Salaried Participant who on or after July 1, 1976 but before January 1, 1993, (a) retires on his Early Retirement Date, Normal Retirement Date or Late Retirement Date, or (b) terminates his employment due to a Total and Permanent Disability, and whose benefit payments have commenced, shall receive reimbursement for the Medicare Part B premium for himself and his spouse for each month in which the Salaried Participant or his spouse is eligible for Medicare Part B coverage beginning with the month in which the Participant or his spouse attains age 65. The maximum monthly Medicare Part B premium which will be reimbursed is $46.10. The retiree will be responsible for any increase in premium over that amount. No benefit shall be paid under this Section 3.9 to a Participant who is only entitled to a vested deferred retirement benefit under 3.5. For each Participant who, on or after January 1, 1993, but before December 31, 2001, (a) retires on his Early Retirement Date, Normal Retirement Date or Late Retirement Date, or (b) terminates his employment due to a Total and Permanent Disability, and whose benefit payments have commenced, shall receive reimbursement for the Medicare Part B premium for himself and his Spouse for each month in which the Salaried Participant or his Spouse is eligible for Medicare Part B coverage beginning with the month in which the Salaried Participant or his spouse attains age 65. This reimbursement is subject to the $46.10 maximum and shall be reduced by the following percentages according to the date of retirement.

For Retirement dates:	Reimbursement shall be reduced by:
1/l/1993 — 12/31/1993		10	%
1/l/1994 — 12/31/1994		20	%
1/l/1995 — 12/31/1995		30	%
1/l/1996 — 12/31/1996		40	%
1/l/1997 — 12/31/1997		50	%
1/l/1998 — 12/31/1998		60	%
1/l/1999 — 12/31/1999		70	%
1/l/2000 — 12/31/2000		80	%
1/l/2001 — 12/31/2001		90	%

     No benefit shall be paid under this Section 3.9 to a Salaried Participant with a retirement date after December 31, 2001, and no benefit shall be paid under this Section 3.9 to a Participant whose participation in the Plan began on January 1, 1998 based on his employment

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with Mal Tool & Engineering, Cepco, Inc., STS/Klock, Weck Closure Systems or Pilling-Weck Surgical Instruments, or to any other Participant hired after such date by these Participating Employers.

     3.10 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.

     3.11 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 Committee or its delegate may determine whether and to what extent service with an acquired, constituent or predecessor company, or service with another company from which a plant or business is acquired, shall be deemed to be Continuous Service for purposes of Plan. Further, the Committee or its delegate shall have the authority to accelerate the vesting of a Participant, except for a Participant who is a Section 16 Officer, as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934, so long as such acceleration satisfies the requirements of Code Section 401(a)(4) and the Treasury Regulations thereunder. Further, to the extent a divestiture agreement that has been approved by the Board or its delegate provides for the acceleration of vesting for certain Participants, the Plan shall be treated as being amended pursuant to the terms of such divestiture agreement with respect to such Participants. 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.

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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 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

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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.

     5.5 Military Death Benefits. In addition to the rights under Code Section 414(u) provided by the provisions of this Plan, in the case of a Participant who dies on or after January 1, 2007, while performing Qualified Military Service (as defined in Code Section 414(u)), the survivors of the Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of Qualified Military Service as provided by Code Section 414(u)) that are provided under the Plan assuming the Participant resumed and then terminated employment on account of death. However, the foregoing sentence shall not provide any additional benefit accruals, and the deemed resumption of employment of the Participant shall be applied only to determine the eligibility of a Beneficiary for any pre-retirement death benefits, and only to the extent required by applicable guidance, as incorporated herein.

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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 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.

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          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 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 Benefits Group 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 financial effect of, an election to waive the normal form

39

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)-1. 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 Benefits Group 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 a member of the Benefits Group;

     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; and

     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 Benefits Group may accept as valid a waiver election which does not satisfy the spousal consent requirements of this Section if the Benefits Group establishes the Participant does not have a Spouse, the Benefits Group 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

40

Date, the Participant notifies the Benefits Group 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 Benefits Group 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 Benefits Group at any time prior to the Participant’s Annuity Starting Date. Upon the Participant’s Annuity Starting Date, his election shall become irrevocable.

     6.7 Payment of Small Benefits.

          6.7.1 Payment Before Annuity Starting Date. The Benefits Group 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 Benefits Group 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 Treasury Regulations thereunder. The Benefits Group shall establish and

41

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 Benefits Group 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.

          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 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 Severance from Employment his benefit shall be recomputed based upon his aggregate Credited Service. In the

42

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.

     6.9 Required Distributions — Code Section 401(a)(9).

          6.9.1 Minimum Distribution Requirements for Participants. The Benefits Group 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:

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     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 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

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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:

     (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

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     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;

     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

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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, if a Salaried Participant, elects otherwise pursuant to the benefit options described in Section 6.4, and if not a Salaried Participant, elects otherwise pursuant to Appendix E, F, G, or H, as applicable, 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.

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     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”).

     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

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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 Benefits Group must use the Single Life Table in Treasury Regulations Section 1.401(a)(9)-9, Q&A-1.

          6.9.3 Special Rules. The Benefits Group, 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 Benefits Group, 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 Benefits Group 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.

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          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 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 Benefits Group 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).

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     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 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.

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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 Administrative 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 Administrative Committee includes the determination of the contributions to the Plan which the Employer should make from time to time, the funding policy must be approved by the Committee and the Committee and Administrative Committee shall have no responsibility for any refusal by any Employer to make such contributions, except that the Committee and Administrative Committee shall give appropriate recognition to the reduced contributions in determining the ongoing funding policy of the Plan. The Administrative 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 Administrative Committee shall have the right at any time and from time to time to change the method of funding benefits hereunder. The Administrative 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.

     7.3 Determination of Contributions. The Committee shall determine the amount of contributions the Employer must make to the Trust under the terms of the Plan. In this regard, the Committee may place full reliance upon all reports, opinions, tables, valuations, certificates and computations the actuary furnishes the Committee.

     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 of the Plan:

          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 applicable 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 Employer.

     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 Benefits Group 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 Benefits Group must provide notice within 60 days after the date of the denial.

     7.10 Funding-Based Limits on Benefits and Benefit Accruals. Notwithstanding any provisions of the Plan to the contrary, effective January 1, 2008, the Plan shall comply with all applicable limits on benefit accruals, Plan amendments, benefit distributions and contributions as set forth in Code Section 436 and the guidance issued thereunder, including available transition relief.

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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, Administrative Committee, or Benefits Group, in accordance with their authority under the benefit plan governance structure approved by the Compensation Committee of the Board of Directors, as amended from time to time. 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. The Trustee shall be responsible to ensure that contributions are made to the Trust only to the extent required by the terms of the Trust or applicable law. 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 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 and Administrative Committee. Members of the Committee and Administrative Committee who are employees of the Employer shall serve without compensation. Members of the Committee and Administrative 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 and Administrative 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 and Administrative Committee Procedures. The Committee and Administrative Committee may enact such rules and regulations for the conduct of their business and for the administration of the Plan as they shall deem necessary or appropriate. To the extent permitted by their by-laws, the Committee and Administrative 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 and Administrative 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.

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     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, Administrative Committee, and Benefits Group 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 Employer.

     8.8 Method of Handling Plan Funds. No Committee, Administrative Committee, or Benefits Group 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 Employer charged with that responsibility by such 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 the Sponsor or 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 the 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.

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     8.10 Other Committee, Administrative Committee and Benefits Group Powers and Duties. The Committee, Administrative Committee and/or Benefits Group have the following powers and duties in accordance with their authority under the benefit plan governance structure approved by the Compensation Committee of the Board of Directors, as amended from time to time:

          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, Administrative Committee and/or Benefits Group 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 Administrative Committee and/or Benefits Group 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 asset under its control, to remove any Investment Manager, and to appoint a successor if so desired;

          8.10.9 Effective January 1, 2008, to ensure compliance with the minimum funding standards; prior to January 1, 2008, 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;

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          8.10.11 To amend the Plan pursuant to Section 9.2 with the approval of the Board of Directors if the amendment relates to or otherwise impacts the compensation of Section 16 Officers, as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934; and

          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 Benefits Group shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and regulations issued thereunder relating to records of a Participant’s 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 Benefits Group may require a Participant or Beneficiary to complete and file with the Benefits Group an application for a benefit and all other forms approved by the Benefits Group, and to furnish all pertinent information requested by the Benefits Group. The Benefits Group 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 Benefits Group 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 Unclaimed Accrued Benefit — Procedure. The Plan does not require the Employer, the Trustee, the Committee, the Administrative Committee, or the Benefits Group 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 Benefits Group, by certified or registered mail addressed to his last known address of record with the Benefits Group 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 Benefits Group within six (6) months from the date of mailing of the notice, the Plan 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.

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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 Benefits Group shall restore the Participant’s or Beneficiary’s forfeited Accrued Benefit. The Benefits Group 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 Benefits Group restores the forfeited Accrued Benefit.

     8.15 Individual Statement. As determined by the Benefits Group in its discretion, the Benefits Group 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 Benefits Group 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 Benefits Group 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, the Administrative Committee, Benefits Group and their 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 Benefits Group 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). Further, for each Plan Year beginning on and after January 1, 2008, the Benefits Group shall prepare and distribute a Plan funding notice that satisfies the requirements of ERISA Section 101(f) and applicable regulations thereunder.

     8.16 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 proceeding shall be conclusive upon the Employer, the Committee, the Administrative Committee, Benefits Group, the Trustee, Participants and Beneficiaries.

     8.17 Use of Alternative Media. The Committee, Administrative Committee and Benefits Group 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.

     8.18 Personal Data to Benefits Group. Each Participant and each Beneficiary of a deceased Participant must furnish to the Benefits Group such evidence, data or information as the Benefits Group considers necessary or desirable for the purpose of administering the Plan and shall otherwise cooperate fully with the Benefits Group 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 Benefits Group, provided the Benefits Group shall advise

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each Participant of the effect of his failure to comply with its request. The Benefits Group in its sole discretion may defer benefit commencement until all of the information it requests is provided.

     8.19 Address for Notification. Each Participant and each Beneficiary of a deceased Participant shall file with the Benefits Group 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 Benefits Group, or as shown on the records of the Employer, shall bind the Participant, or Beneficiary, for all purposes of this Plan.

     8.20 Notice of Change in Terms. The Benefits Group, 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.

     8.21 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.

     8.22 Litigation Against the Plan. If any legal action filed against the Trustee, the Sponsor, the Employer, the Committee, the Administrative Committee, the Benefits Group, or any member or members of the Committee, Administrative Committee or Benefits Group, 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, the Administrative Committee, the Benefits Group, or any member or members of the Committee, Administrative Committee or Benefits Group 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.

     8.23 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 Benefits Group 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 Benefits Group shall furnish him with a copy of any item listed in this Section. The Benefits Group may make a reasonable charge to the requesting person for the copy so furnished.

     8.24 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 Benefits Group 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 Benefits Group may reasonably request. Promptly upon the receipt of any

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application required by this Section, the Benefits Group 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 Benefits Group shall so notify the Claimant within 90 days after receipt of the claim by the Benefits Group, 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 Benefits Group expects to render its final decision. Notice of the Benefits Group ‘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:

          8.24.1 The specific reason or reasons for the denial;

          8.24.2 Specific reference to the pertinent Plan provisions on which the denial is based;

          8.24.3 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

          8.24.4 An explanation of the claims review procedure set forth in Section 8.25 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 8.25.

     8.25 Claims Review Procedure. If an application filed under Section 8.24 above shall result in a denial by the Benefits Group 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 8.24, 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

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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.

     8.26 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.

     8.27 Claims Involving Benefits Related to Disability. The provisions of this Section 8.27 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 Benefits Group and Administrative Committee shall comply with and follow the applicable Department of Labor Regulations for claims involving a determination of Total and Permanent Disability or benefits related to Total and Permanent Disability, including, but not limited to:

          8.27.1 The Benefits Group 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 Benefits Group 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 Benefits Group 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 Benefits Group determines that due to circumstances beyond the control of the Plan, a decision cannot be rendered within the extension period.

          8.27.2 Claimants shall be provided at least 180 days following receipt of a benefit denial in which to appeal such adverse determination.

          8.27.3 The Administrative 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 Administrative Committee determine that special circumstances (such as the need to hold a hearing) require an extension of time for processing the appeal, the Administrative Committee shall notify the Claimant of the

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extension before the end of the initial 45 day period. Such an extension, if required, shall not exceed 45 days.

          8.27.4 If the Administrative Committee’s 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.

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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 Plan may also be amended at any time and from time to time by the Committee (with the approval of the Board of Directors if the amendment relates to or otherwise impacts the compensation of Section 16 Officers, as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934). The Administrative Committee also has the authority to amend the Plan to the extent such amendments are (i) required by law or (ii) do not result in a material increase in the Employer’s contributions to or the cost of maintaining the Plan, 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.

In addition to the above, if the Employer makes an alternative deficit reduction contribution pursuant 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 (or the Administrative Committee pursuant to a delegation by 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 of Section 16 Officers, as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934. However, the Administrative Committee and Benefits Group 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 Benefits Group within sixty (60) days of the latest of (a) the

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adoption of the amendment; (b) the effective date of the amendment; or (c) the Participant’s receipt of a copy of the amendment. The Benefits Group, 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 Administrative 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 Administrative Committee.

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 Benefits Group 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 Administrative Committee shall treat the guaranteed benefit as part of the Participant’s Accrued Benefit for purposes of

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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, through action of its Board of Directors, 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.

The Plan may also be terminated by the Committee (with the approval of the Board of Directors if the amendment relates to or otherwise impacts the compensation of Section 16 Officers, as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934).

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.

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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 Benefits Group 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 Benefits Group, 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.

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 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.

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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 Benefits Group 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.

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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 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.

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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 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

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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 Benefits Group 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 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)).

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          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 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

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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 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

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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:

     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;

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     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 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,

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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 Benefits Group. 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.

Effective January 1, 2009, if Salaried Participants’ Compensation under the Plan was not frozen effective for Plan Years beginning after 2008, Compensation would also include any differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer, as required by Code Section 414(u)(12), as amended by the HEART Act.

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.

    11.1.1.2.2 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,

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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 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 (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

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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 Benefits Group 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 Benefits Group shall treat Employee contributions made to any Defined Benefit Plan maintained by a Participating Employer as a separate Defined Contribution Plan. The Benefits Group 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 Benefits Group shall treat all Defined Contribution Plans (whether or not terminated) maintained by an Employer as a single plan.

     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 Benefits Group 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

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     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 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, as determined under Section 3.2 of Appendix E, but only if the Plan is in existence for such Year of Vesting Service and the Participant is a Participant in the Plan at least one day during that Year of Vesting Service.

     11.1.1.10.3 Arrow Salaried Participants. A Year of Benefit Service, as determined under Section 1.38 of Appendix F, but only if the Plan is in existence for such Year of Benefit Service and the Participant is a Participant in the Plan at least one day during that Year of Benefit Service.

     11.1.1.10.4 Arrow Hourly Participants. A Year of Benefit Service, as determined under Section 1.38 of Appendix G, but only if the Plan is in existence for such Year of Benefit Service and the Participant is a Participant in the Plan at least one day during that Year of Benefit Service.

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     11.1.1.10.5 Arrow Berks Participants. A Year of Benefit Service, as determined under Section 1.33 of Appendix H, but only if the Plan is in existence for such Year of Benefit Service and the Participant is a Participant in the Plan at least one day during that Year of Benefit 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), 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

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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.

     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).

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     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.

     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).

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     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.

     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 Benefits Group 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 Benefits Group 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.

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     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 Benefits Group 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.

     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.

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     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.

     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

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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.

     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

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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.

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.

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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	%

          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.

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          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 Benefits Group 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 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.

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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.

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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

     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).

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     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.

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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 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 Benefits Group, 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 Benefits Group 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 Benefits Group 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 Employer, the Committee, the Administrative Committee, the Benefits Group, 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 Benefits Group 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 Benefits Group’s records is returned because the addressee is not found at that address, the mailing of benefit checks shall stop. Thereafter, if the Benefits Group receives written notice of the proper address of the person entitled to receive such benefit checks and is furnished with evidence satisfactory to the Benefits Group 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:

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     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 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 Benefits Group, 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, 2009.

TELEFLEX INCORPORATED
By:	/s/ Douglas Carl
	Title: Director of Benefits

93

EX-10.3

Exhibit 10.3

FIRST AMENDMENT
TO THE
TELEFLEX INCORPORATED DEFERRED COMPENSATION PLAN

Background Information

A.	Teleflex Incorporated (“Company”) previously adopted and maintains the Teleflex Incorporated Deferred Compensation Plan (“Plan”) for the benefit of the members of its Board of Directors and a select group of management or highly compensated employees of the Company and of its affiliated entities which participate in this Plan with the consent of the Company.
B.	The Company desires to amend the Plan, effective as of January 1, 2010, to clarify the time when benefit payments commence following the distribution date elected by a participant.
C.	The Company further desires to amend the Plan, effective as of January 1, 2010, to provide that a participant who elects separation from service as the distribution date for his Plan account may change that election in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the final Treasury Regulations issued thereunder.
D.	Section 7.1 of the Plan authorizes the Financial Benefit Plans Committee to amend the Plan at any time and from time to time in accordance with the authority delegated to it by the Company’s Board of Directors or the Benefits Policy Committee.

First Amendment to the Plan

	The Plan is hereby amended as set forth below effective as of January 1, 2010.
1.	The last paragraph of Section 5.1 of the Plan, “Time of Payment,” is hereby amended in its entirety to read as follows:
	“On the date in (c), above, or the January 31 following the date in (a) or (b), above, as elected by the Participant in accordance with the terms of the Plan, the Participant will receive or begin to receive payment of the amount credited to his Account; 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.”
2.	The first and second sentences of the first paragraph of Section 5.3 of the Plan, “Changing the Time and/or Form of Payment,” is hereby amended in its entirety to read as follows:
	“Prior to January 1, 2010, 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 a fixed date following the Participant’s Separation from Service or an Alternative Date, the Participant may revise the fixed date following the Participant’s Separation from Service or the Alternative Date, respectively, 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 fixed date following the Participant’s Separation from Service or Alternative Date, respectively, and the new a fixed date following the Participant’s Separation from Service or Alternative Date, respectively, is no earlier than the fifth anniversary of the original fixed date following the Participant’s Separation from Service or Alternative Date, respectively.”

3. All other provisions of the Plan shall remain in full force and effect.

TELEFLEX INCORPORATED
By:	/s/ Douglas R. Carl
Date: December 29, 2009

2

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		3
Section 1.01 Account		3
Section 1.02 Accounting Date		3
Section 1.03 Additional Matching Contributions		3
Section 1.04 Additional Matching Contribution Account		3
Section 1.05 After-Tax Contributions		3
Section 1.06 After-Tax Contributions Account		3
Section 1.07 Beneficiary		3
Section 1.08 Board		4
Section 1.09 Catch-Up Contributions		4
Section 1.10 Catch-Up Contribution Account		4
Section 1.11 Code		4
Section 1.12 Committee		4
Section 1.13 Company		5
Section 1.14 Compensation		5
Section 1.15 Covered Participant		7
Section 1.16 Disability		7
Section 1.17 Effective Date		7
Section 1.18 Elective Deferral Contributions		7
Section 1.19 Elective Deferral Contribution Account		7
Section 1.20 Eligible Employee		7
Section 1.21 Employee		8
Section 1.22 Employer		9
Section 1.23 ERISA		9
Section 1.24 ESOP Loan		9
Section 1.25 ESOP Stock		9
Section 1.26 ESOP Stock Fund		9
Section 1.27 Five-Percent Owner		9
Section 1.28 Former Participant		10
Section 1.29 Full-Time Employee		10
Section 1.30 Highly Compensated Employee		10
Section 1.31 Income		10
Section 1.32 Investment Manager		10
Section 1.33 Leased Employee		11
Section 1.34 Limitation Year		11
Section 1.35 Matching Contributions		11
Section 1.36 Matching Contribution Account		11
Section 1.37 Net Profit		11
Section 1.38 Nonforfeitable		11
Section 1.39 Nonforfeitable Account Balance		11
Section 1.40 Non-highly Compensated Employee		11
Section 1.41 Non-Safe Harbor Matching Contributions		11
Section 1.42 Non-Safe Harbor Matching Contribution Account		12
Section 1.43 Normal Retirement Date		12
Section 1.44 Part-Time Employee		12
Section 1.45 Participant		12
Section 1.46 Participating Employer		12

-i-

TABLE OF CONTENTS
(continued)

	Page
Section 1.47 Plan		12
Section 1.48 Plan Administrator		12
Section 1.49 Plan Year		12
Section 1.50 Profit Sharing Contributions		12
Section 1.51 Profit Sharing Contribution Account		12
Section 1.52 Qualified Matching Contributions		12
Section 1.53 Qualified Matching Contribution Account		13
Section 1.54 Qualified Non-elective Contributions		13
Section 1.55 Qualified Non-elective Contribution Account		13
Section 1.56 Related Employers		13
Section 1.57 Required Beginning Date		13
Section 1.58 Rollover Contributions		13
Section 1.59 Rollover Contribution Account		13
Section 1.60 Roth Elective Deferral Contributions		13
Section 1.61 Roth Elective Deferral Contribution Account		14
Section 1.62 Safe Harbor Matching Contributions		14
Section 1.63 Safe Harbor Matching Contribution Account		14
Section 1.64 Service and Break-in-Service Definitions		14
Section 1.65 Spouse		18
Section 1.66 Stock		19
Section 1.67 Transfer Contributions		19
Section 1.68 Transfer Contribution Account		19
Section 1.69 Treasury Regulations		19
Section 1.70 Trust		19
Section 1.71 Trust Fund		19
Section 1.72 Trustee		19
Section 1.73 Unallocated Stock Account		19
Section 1.74 Valuation Date		19
Section 1.75 Terms Defined Elsewhere		19
ARTICLE II ELIGIBILITY AND PARTICIPATION		21
Section 2.01 ELIGIBILITY AND PARTICIPATION		21
Section 2.02 ENROLLMENT		21
Section 2.03 PARTICIPATION UPON RE-EMPLOYMENT		22
Section 2.04 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS		23
Section 2.05 TIME OF PARTICIPATION — EXCLUDED EMPLOYEES		23
Section 2.06 CHANGES IN PARTICIPANT’S JOB CLASSIFICATION		23
ARTICLE III CONTRIBUTIONS		24
Section 3.01 INDIVIDUAL ACCOUNTS		24
Section 3.02 PARTICIPANT CONTRIBUTIONS		24
Section 3.03 CHANGES AND SUSPENSIONS OF ELECTIVE DEFERRAL CONTRIBUTIONS AND CATCH-UP CONTRIBUTIONS AND/OR ROTH ELECTIVE DEFERRAL CONTRIBUTIONS		28
Section 3.04 WITHDRAWAL OF AUTOMATIC ELECTIVE DEFERRAL CONTRIBUTIONS		29

-ii-

TABLE OF CONTENTS
(continued)

	Page
Section 3.05 MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS		29
Section 3.06 MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT		32
Section 3.07 PROFIT SHARING CONTRIBUTIONS		32
Section 3.08 PROFIT SHARING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT		32
Section 3.09 AFTER-TAX CONTRIBUTIONS		33
Section 3.10 QUALIFIED NON-ELECTIVE CONTRIBUTIONS		33
Section 3.11 TIME OF PAYMENT OF CONTRIBUTION		36
Section 3.12 FORM OF PAYMENT OF EMPLOYER CONTRIBUTIONS		36
Section 3.13 ALLOCATION OF FORFEITURES		37
Section 3.14 ROLLOVER AND TRANSFER CONTRIBUTIONS		37
Section 3.15 RETURN OF CONTRIBUTIONS		38
Section 3.16 RELEASE OF ESOP STOCK FOR ALLOCATION		38
Section 3.17 MATCHING CONTRIBUTIONS-ESOP STOCK ALLOCATIONS		39
Section 3.18 ALLOCATION OF EXCESS MATCHING CONTRIBUTIONS		39
Section 3.19 UNALLOCATED ESOP STOCK ACCOUNT		39
Section 3.20 FURTHER REDUCTIONS OF CONTRIBUTIONS		40
ARTICLE IV TERMINATION OF SERVICE; PARTICIPANT VESTING		41
Section 4.01 VESTING		41
Section 4.02 INCLUDED YEARS OF SERVICE — VESTING		43
Section 4.03 FORFEITURE OCCURS		43
Section 4.04 RESTORATION OF FORFEITED PORTION OF ACCOUNT		44
Section 4.05 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS		45
ARTICLE V TIME AND METHOD OF PAYMENT OF BENEFITS		46
Section 5.01 RETIREMENT		46
Section 5.02 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT PRIOR TO NORMAL RETIREMENT DATE		46
Section 5.03 DISTRIBUTIONS UPON DEATH		48
Section 5.04 DESIGNATION OF BENEFICIARY		49
Section 5.05 FAILURE OF BENEFICIARY DESIGNATION		50
Section 5.06 OTHER RULES GOVERNING THE TIME OF PAYMENT OF BENEFITS		50
Section 5.07 FORM OF BENEFIT PAYMENTS		50
Section 5.08 OPTION TO HAVE SPONSOR PURCHASE ESOP STOCK		51
Section 5.09 MINIMUM DISTRIBUTION REQUIREMENTS		52
Section 5.10 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE- TO-TRUSTEE TRANSFER FROM THE INMED CORPORATION EMPLOYEE SAVINGS/RETIREMENT INCOME PLAN		58
Section 5.11 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE- TO-TRUSTEE TRANSFER FROM THE MATTATUCK MANUFACTURING CO. & UAW LOCAL #1251 MONEY PURCHASE PLAN		58
Section 5.12 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS		58
Section 5.13 LOST PARTICIPANT OR BENEFICIARY		59

-iii-

TABLE OF CONTENTS
(continued)

	Page
Section 5.14 FACILITY OF PAYMENT		59
Section 5.15 NO DISTRIBUTION PRIOR TO SEVERANCE FROM EMPLOYMENT, DEATH OR DISABILITY		60
Section 5.16 WRITTEN INSTRUCTION NOT REQUIRED		60
ARTICLE VI WITHDRAWALS, DIRECT ROLLOVERS AND WITHHOLDING, LOANS		61
Section 6.01 HARDSHIP WITHDRAWALS		61
Section 6.02 SPECIAL WITHDRAWAL RULES APPLICABLE TO AFTER-TAX AND ROLLOVER CONTRIBUTIONS		63
Section 6.03 WITHDRAWALS UPON ATTAINMENT OF AGE 59 1/2		63
Section 6.04 DISTRIBUTION/REINVESTMENT ELECTIONS		63
Section 6.05 DIRECT ROLLOVER AND WITHHOLDING RULES		64
Section 6.06 LOANS TO PARTICIPANTS		66
Section 6.07 WITHDRAWALS CONSTITUTING QUALIFIED HURRICANE DISTRIBUTIONS		70
Section 6.08 SPECIAL WITHDRAWALS RULES APPLICABLE TO TRANSFER ACCOUNTS		70
Section 6.09 QUALIFIED RESERVIST DISTRIBUTIONS		70
ARTICLE VII VOTING AND TENDER OF STOCK AND ESOP STOCK		72
Section 7.01 VOTING OF STOCK AND ESOP STOCK		72
Section 7.02 TENDER OF STOCK AND ESOP STOCK		72
Section 7.03 PROCEDURES FOR VOTING AND TENDER		72
Section 7.04 FAILURE BY PARTICIPANT TO VOTE OR DETERMINE TENDER		72
ARTICLE VIII EMPLOYER ADMINISTRATIVE PROVISIONS		73
Section 8.01 ESTABLISHMENT OF TRUST		73
Section 8.02 INFORMATION TO PLAN ADMINISTRATOR AND BENEFITS GROUP		73
Section 8.03 NO LIABILITY		73
Section 8.04 INDEMNITY OF COMMITTEE, PLAN ADMINISTRATOR AND BENEFITS GROUP		73
Section 8.05 INVESTMENT FUNDS		73
Section 8.06 EMPLOYEE STOCK OWNERSHIP PLAN		75
ARTICLE IX PARTICIPANT ADMINISTRATIVE PROVISIONS		76
Section 9.01 PERSONAL DATA TO PLAN ADMINISTRATOR AND BENEFITS GROUP		76
Section 9.02 ADDRESS FOR NOTIFICATION		76
Section 9.03 ASSIGNMENT OR ALIENATION		76
Section 9.04 NOTICE OF CHANGE IN TERMS		76
Section 9.05 PARTICIPANT DIRECTION OF INVESTMENT		76
Section 9.06 CHANGE OF INVESTMENT DESIGNATIONS		77

-iv-

Table of Contents
(continued)

	Page
Section 9.07 TRANSFERS AMONG INVESTMENTS		78
Section 9.08 INVESTMENT OF PARTICIPATING EMPLOYER CONTRIBUTIONS		78
Section 9.09 QUALIFIED MATCHING AND QUALIFIED NON-ELECTIVE CONTRIBUTIONS		79
Section 9.10 ESOP DIVERSIFICATION ELECTION		79
Section 9.11 LITIGATION AGAINST THE TRUST		80
Section 9.12 INFORMATION AVAILABLE		80
Section 9.13 PRESENTING CLAIMS FOR BENEFITS		80
Section 9.14 APPEAL PROCEDURE FOR DENIAL OF BENEFITS		81
Section 9.15 CLAIMS INVOLVING BENEFITS RELATED TO DISABILITY		82
Section 9.16 USE OF ALTERNATIVE MEDIA		82
Section 9.17 STATUTE OF LIMITATIONS FOR CIVIL ACTIONS		83
ARTICLE X ADMINISTRATION OF THE PLAN		84
Section 10.01 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST ADMINISTRATION		84
Section 10.02 APPOINTMENT AND REMOVAL OF COMMITTEE		84
Section 10.03 COMMITTEE PROCEDURES		85
Section 10.04 RECORDS AND REPORTS		85
Section 10.05 OTHER COMMITTEE POWERS AND DUTIES		85
Section 10.06 RULES AND DECISIONS		86
Section 10.07 APPLICATION AND FORMS FOR BENEFITS		86
Section 10.08 APPOINTMENT OF PLAN ADMINISTRATOR		86
Section 10.09 PLAN ADMINISTRATOR		86
Section 10.10 FUNDING POLICY		87
Section 10.11 FIDUCIARY DUTIES		87
Section 10.12 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES		88
Section 10.13 PROCEDURE FOR THE ALLOCATION OR DELEGATION OF FIDUCIARY DUTIES		88
Section 10.14 SEPARATE ACCOUNTING		89
Section 10.15 VALUE OF PARTICIPANT’S ACCOUNT		89
Section 10.16 REGISTRATION AND VOTING OF EMPLOYER COMMON STOCK		89
Section 10.17 INDIVIDUAL STATEMENT		89
Section 10.18 AUTOMATIC CONTRIBUTION ARRANGEMENT NOTICE		90
Section 10.19 FEES AND EXPENSES FROM FUND		90
ARTICLE XI TOP HEAVY RULES		91
Section 11.01 MINIMUM EMPLOYER CONTRIBUTION		91
Section 11.02 ADDITIONAL CONTRIBUTION		91
Section 11.03 DETERMINATION OF TOP HEAVY STATUS		92
Section 11.04 TOP HEAVY VESTING SCHEDULE		92
Section 11.05 DEFINITIONS		93
ARTICLE XII MISCELLANEOUS		95

-v-

Table of Contents
(continued)

	Page
Section 12.01 EVIDENCE		95
Section 12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION		95
Section 12.03 FIDUCIARIES NOT INSURERS		95
Section 12.04 WAIVER OF NOTICE		95
Section 12.05 SUCCESSORS		95
Section 12.06 WORD USAGE		95
Section 12.07 HEADINGS		95
Section 12.08 STATE LAW		95
Section 12.09 EMPLOYMENT NOT GUARANTEED		96
Section 12.10 RIGHT TO TRUST ASSETS		96
Section 12.11 UNCLAIMED BENEFIT CHECKS		96
ARTICLE XIII EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION		97
Section 13.01 EXCLUSIVE BENEFIT		97
Section 13.02 AMENDMENT BY EMPLOYER		97
Section 13.03 AMENDMENT TO VESTING PROVISIONS		97
Section 13.04 DISCONTINUANCE		98
Section 13.05 FULL VESTING ON TERMINATION		98
Section 13.06 MERGER, DIRECT TRANSFER AND ELECTIVE TRANSFER		98
Section 13.07 LIQUIDATION OF THE TRUST FUND		99
Section 13.08 TERMINATION		100
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 was amended and restated in its entirety, generally effective as of January 1, 2004 to conform to 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, and 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 reflected the merger of the Arrow International, Inc. 401(k) Plan with and into the Plan effective as of March 31, 2008.

     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 to the legislative and regulatory changes in the tax qualification requirements identified in the 2008 Cumulative List of Changes in Plan Qualification Requirements provided in Internal Revenue Service Notice 2008-108, including the Pension Protection Act of 2006, as subsequently amended by the Worker, Retiree, and Employer Recovery Act of 2008. Special effective dates are also included in the Plan to amend the Plan to comply with the Heroes Earnings Assistance and Relief Tax Act of 2008 (the “HEART Act”) and to reflect the implementation of various design changes, including the implementation of the QACA and EACA in accordance with the final Treasury Regulations issued under Code Sections 401(k)(13), 401(m)(12) and 414(w).

     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 Severance from Employment.

1

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 10.14 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.

     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

2

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 (and the Plan Administrator’s, the Committee’s, or the Trustee’s duty to provide to the Beneficiary) information or data concerning the Plan does not arise until the Beneficiary first becomes entitled to receive a benefit under the Plan.

     The termination of a Participant’s marriage shall not automatically result in a revocation or change of the Participant’s Beneficiary designation. 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)(13), 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 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 not considered Post-Severance Compensation if paid after Severance from Employment, except for payments (i) to an individual who does not

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	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.
	Compensation shall also include any differential wage payments (as defined in Code Section 3401(h)(2)) made by the Employer after December 31, 2008, as required by Code Section 414(u)(12), as amended by the Heroes Earnings Assistance and Relief Tax Act of 2008 (the “HEART Act”).
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 ($245,000, effective January 1, 2009), 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

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Employees and all plans of the Employer for any particular Plan Year. The Employer may make this election to include Elective Contributions for 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 Covered Participant. A Participant who is an Eligible Employee and who does not have an affirmative election in effect on January 1, 2009 regarding Elective Deferral Contributions and each Eligible Employee who first becomes a Participant on or after January 1, 2009, unless a collective bargaining agreement that governs the Participant’s employment with the Employer does not provide for the automatic Elective Deferral Contributions described in Section 3.02.C.

     Section 1.16 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 1.17 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 1.18 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 1.19 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 1.20 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;

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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;
E.	An Employee who is a Leased Employee;
F.	An Employee who is a non-resident alien and who 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 Code Section 219(g)(5)(A);
J.	An Employee who has agreed in writing that he is not entitled to participate 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 1.21 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 the Employer but is required to be treated as a Leased Employee (as defined in Section 1.33); 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 1.41 for purposes of crediting Hours of Service, a former Employee.

     The term “Employee” shall not include any individual providing services to the 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

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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.

     Effective January 1, 2009, an Employee includes any individual in Qualified Military Service (as defined in Code Section 414(u)) who is receiving differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer solely for the purposes of providing contributions, benefits and Service credit with respect to such Qualified Military Service, as applicable.

     Section 1.22 Employer. The Company and the Participating Employers that have ratified and adopted this Plan in a manner satisfactory to, and with the consent of, the Company, as listed in Appendix D. 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, the Chairman of 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 1.23 ERISA. The Employee Retirement Income Security Act of 1974, as amended, or as it may be amended from time to time.

     Section 1.24 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 1.25 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 1.26 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 1.27 “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 the Employer. For purposes of this Section 1.27, Section 318(a)(2)(C) of the Code shall be applied by substituting “5%” for “50%” each time it appears therein.

     Section 1.28 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 1.29 Full-time Employee. Except as otherwise provided in Appendix D, an Employee who is regularly scheduled to work 32 or more hours per week.

     Section 1.30 Highly Compensated Employee. Any Employee who:

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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 ($105,000 for the Plan Year beginning January 1, 2009) 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 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 1.31 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 1.32 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 1.33 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 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

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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 1.34 Limitation Year. The Plan Year.

     Section 1.35 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 1.36 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 1.37 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 1.38 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 1.39 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 1.40 Non-highly Compensated Employee. Any Eligible Employee who is not a Highly Compensated Employee.

     Section 1.41 Non-Safe Harbor Matching Contributions. Contributions made to the Plan by the Employer pursuant to Section 3.05.A.

     Section 1.42 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.

     Section 1.43 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 1.44 Part-Time Employee. Except as otherwise provided in Appendix D, an Employee who is regularly scheduled to work fewer than 32 hours per week.

     Section 1.45 Participant. An Eligible Employee who has satisfied the eligibility requirements of Section 2.01 and becomes a Participant in accordance with the provisions of Sections 2.01 and 2.02. 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.

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     Section 1.46 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 1.47 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 1.48 Plan Administrator. The Committee or the person(s) or entity appointed by the Committee or the Board to oversee the day-to-day administration of the Plan. Effective January 1, 2008, the Financial Benefit Plans Committee has been appointed to oversee the administration of the Plan in accordance with its authority under the benefit plan governance structure approved by the Compensation Committee of the Board, as amended from time to time, or any successor thereto. Further, effective January 1, 2008, the Vice President, Global Human Resources (effective May 1, 2009; prior to May 1, 2009, Vice President of Human Resource Operations) and employees of the Corporate Benefits Department of the Company (collectively the “Benefits Group”) have been appointed to assist in the day-to-day administration of the Plan in accordance with their authority under the benefit plan governance structure approved by the Compensation Committee of the Board, as amended from time to time.

     Section 1.49 Plan Year. The calendar year commencing on January 1 and ending on December 31.

     Section 1.50 Profit Sharing Contributions. Contributions made to the Plan at the discretion of the Employer pursuant to Section 3.07.

     Section 1.51 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 1.52 Qualified Matching Contributions. Contributions made to the Plan at the discretion of the Employer pursuant to Section 3.05.E.

     Section 1.53 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 1.54 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 1.55 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.

     Section 1.56 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)). 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

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Service and Breaks in Service under Section 1.65 and Article IV, applying the limitations described in Appendix F, applying the Top Heavy rules of Article XI, 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 an Employer described in Section 1.22 may contribute to the Plan and only Eligible Employees employed by an Employer described in Section 1.22 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.

     Section 1.57 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 1.57.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 1.58 Rollover Contributions. Contribution made to the Plan by an Employee or Participant pursuant to Section 3.14.

     Section 1.59 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 1.60 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 (a) 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 (b) 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 1.61 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 1.62 Safe Harbor Matching Contributions. Contributions made to the Plan by the Employer pursuant to Section 3.05.B.

     Section 1.63 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 1.64 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

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	vacation, holiday, sickness, or layoff. Notwithstanding the foregoing, an absence due to an “Authorized Leave of Absence,” or Qualified Military Service (as defined in Code Section 414(u)) 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;
2.	Each hour for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to

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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 1.64.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 1.64.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 1.64.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 1.64.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 1.64 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 nondiscriminatory manner, elect to credit Hours of Service using one or more of the following equivalencies:

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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 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 Service. The period of Service commencing on an Employee’s Employment Commencement Date or Re-employment Commencement Date, whichever is applicable, and ending on the Employee’s Severance from Service Date. Notwithstanding anything else to the contrary, a Period of Service will include (i) any Period of Severance resulting from a quit, discharge, or retirement if within 12 months of his Severance from Service Date, the Employee is credited with an Hour of Service for the performance of duties for the Employer, (ii) any Period of Severance if the Employee quits, is discharged, or retires during an Absence from Service of less than 12 months and is then credited with an Hour of Service within 12 months of the date on which the Absence from Service began, and (iii) any other period of Service as defined in subsection J. below.

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G.	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.
H.	Re-employment Commencement Date. The date upon which an Employee first performs an Hour of Service for the Employer following a Break-in-Service.
I.	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.
J.	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 1.64.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.

	Effective January 1, 2009, as required by Code Section 414(u), as amended by the HEART Act, any individual in Qualified Military Service (as defined in Code Section 414(u)) who is receiving differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer shall be treated as an Employee of the Employer solely for purposes of providing contributions, benefits and Service credit with respect to such Qualified Military Service in accordance with Code Section 414(u).
K.	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.
L.	Year of Service. Except as otherwise provided in Appendix D to the Plan:

16

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 following a Break-in-Service) and each anniversary thereof during which such Employee is credited with at least 1,000 Hours of Service with the Employer; and
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 following a Break-in-Service) 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 Committee, 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 Committee, shall be specified in the declaration by which such entity joins the Plan.

     Section 1.65 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 1.66 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 1.67 Transfer Contributions. Contribution made to the Plan by an Employee or Participant pursuant to Section 3.14.

     Section 1.68 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 1.69 Treasury Regulations. Regulations promulgated under the Internal Revenue Code by the Secretary of the Treasury.

     Section 1.70 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 1.71 Trust Fund. All property of every kind held or acquired by the Trustee under the Trust agreement other than incidental benefit insurance contracts.

     Section 1.72 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 the Company or the Committee.

     Section 1.73 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.

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     Section 1.74 Valuation Date. Each day on which the New York Stock Exchange is open for trading.

     Section 1.75 Terms Defined Elsewhere.

Actual Contribution Percentage	Appendix F
Actual Deferral Percentage	Appendix F
Annual Additions	Appendix F
Cash-out Distribution	Section 5.02.A.
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 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.
Qualified Joint and Survivor Annuity	Appendix A and Appendix B
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 AND PARTICIPATION.

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 January 1, 2009, except as otherwise provided in Appendix D, an Eligible Employee shall be eligible to become a Participant as follows:

1.	An Eligible Employee who is a Full-time Employee shall be eligible to become a Participant on his date of hire by the Employer.
2.	An Eligible Employee who is a Part-time Employee shall be eligible to become a Participant on the day he completes a Year of Service with the Employer.

C.

Prior to January 1, 2009, an Eligible Employee shall be eligible to become a Participant 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 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.

An Eligible Employee who has satisfied the conditions for eligibility under Section 2.01 shall become a Participant by filing a written election with the Plan Administrator (or complying with such other reasonable enrollment procedures as the Plan Administrator may implement). An election that complies with the Plan Administrator’s procedures shall be effective on the first day of the first payroll period immediately following the Plan Administrator’s receipt of the election or at such other time as designated by the Employer. The election shall authorize the Employer to withhold a specified percentage of the Participant’s 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 Elective Deferral Contribution elections shall be processed.

B.

Effective January 1, 2009, if a Participant who is a Covered Participant

19

does not elect to make Elective Deferral Contributions to the Plan or affirmatively elect not to make Elective Deferral Contributions to the Plan, the Covered Participant shall automatically be deemed to have elected to make Elective Deferral Contributions to the Plan in accordance with Section 3.02.C and shall become a Participant on the effective date of such automatic election. Unless and until the Covered Participant makes an election otherwise, the Participant 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.

     Section 2.03 PARTICIPATION UPON RE-EMPLOYMENT.

A. An Eligible Employee who experiences a Severance from Employment after satisfying the conditions for eligibility under Section 2.01 but before becoming a Participant 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.

B. An Eligible Employee who experiences a Severance from Employment after becoming a Participant shall again become a Participant on the date he is re-employed as an Eligible Employee by the Employer. Any Eligible Employee who experiences a Severance from Employment prior to satisfying the conditions for eligibility may become a Participant upon satisfying the conditions for eligibility under Section 2.01.

1.

Effective January 1, 2010, if a rehired Eligible Employee had not previously made an affirmative election with respect to Elective Deferral Contributions and is rehired more than twenty-four months (24) following the date of his Severance from Employment, he shall be treated as a new Eligible Employee for purposes of Section 3.02.C.

2.

Effective January 1, 2010, if a rehired Eligible Employee had not previously made an affirmative election with respect to Elective Deferral Contributions and is rehired within twenty-four months (24) following the date of his Severance from Employment, he shall not be treated as a new Eligible Employee for purposes of Section 3.02.C. Such Eligible Employee’s default Elective Deferral Contribution percentage will be the default Elective Deferral Contribution percentage applicable at the time of his Severance from Employment, plus any increase in the default Elective Deferral Contribution percentage that would have occurred if he had not experienced a Severance from Employment.

     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

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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.

     Section 2.05 TIME OF PARTICIPATION — EXCLUDED EMPLOYEES. An Employee of the Employer who becomes an Eligible Employee shall become a Participant in the Plan in accordance with Section 2.01. 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.

     Section 2.06 CHANGES IN PARTICIPANT’S JOB CLASSIFICATION. A Participant who transfers to a classification of Employee which causes him to cease to meet the definition of Eligible Employee, or who is granted a leave of absence or placed on inactive status by the Employer, shall not be deemed to have experienced a Severance from Employment and shall not be entitled to a distribution based upon a Severance from Employment; provided, however that, effective January 1, 2009, as required by Code Section 414(u), as amended by the HEART Act, a Participant in Qualified Military Service (within the meaning of Code Section 414(u)) shall be treated as having incurred a Severance from Employment for purposes of eligibility to receive a distribution from his Account. While such Participant is employed by the Employer but not as an Eligible Employee, or is on an unpaid leave of absence or in inactive status, neither the Participant nor the Employer on his behalf shall make contributions to the Plan other than Rollover Contributions pursuant to Section 3.14. If the Participant is later employed by the Employer, transfers to a classification of Employee which is eligible to participate in the Plan, returns to employment immediately upon expiration of a leave of absence, or is restored to active status, contributions to the Participant’s Account may resume under all applicable Plan provisions.

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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 (2%) but not more than the lesser of $13,000 ($16,500 in 2009) (or such larger dollar amount as the Commissioner of the Internal Revenue may prescribe in accordance with Code Section 402(g)(4)) or fifty percent (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.

2.

Amount of Elective Deferral Contribution. Effective January 1,

22

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 $5,500 in 2009). 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 Elective Deferral Contributions.

1. Effective January 1, 2009, a Covered 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 as soon as administratively practicable after the date he becomes a Covered Participant (but no later than the earlier of (a) the pay date for the second payroll period that begins after the date the notice described in Section 3.02.C.4 is provided; and (b) the first pay period that occurs at least 30 days after the notice is provided). Subject to the limits set forth in Section 3.02.A.1. and Appendix F, such Covered 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 Year or the first Plan Year in which they become Covered Participants, if later, 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 Covered 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 increase for a Plan Year will be effective as of the first pay period in the March of the Plan Year. Except as provided in Section 3.02.C.3. below or to

23

	the extent of the increasing qualified percentage described in the preceding sentence, the same qualified percentage will be withheld as automatic Elective Deferral Contributions from all Covered Participants subject to the qualified percentage. 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 Sections 401(k)(13) and 401(m)(12) and the Treasury Regulations and other guidance issued thereunder. The Elective Deferral Contributions made pursuant to Article III are also intended to satisfy the requirements to be an eligible automatic contribution arrangement within the meaning of Code Section 414(w) and the Treasury Regulations and other guidance issued thereunder. Notwithstanding any other provision hereunder, effective January 1, 2010, Compensation for purposes of automatic Elective Deferral Contributions shall have the meaning set forth in Section 1.14, modified to the extent necessary to be safe harbor compensation within the meaning of Treasury Regulations Section 1.401(k)-3(b)(2).
2.	Automatic Elective Deferral Contributions described in Section 3.02.C.1. will be reduced or stopped to the extent necessary to satisfy the limitations under Code Sections 401(a)(17), 402(g), and 415 and to satisfy any suspension period required after a hardship distribution.
3.	A Covered Participant will have a reasonable period of time after receipt of the notice described in Section 3.02.C.4. below to make an affirmative election regarding Elective Deferral Contributions (either to make no Elective Deferral Contributions or to make Elective Deferral Contributions in a percentage other than the qualified percentage) before Elective Deferral Contributions are automatically made to the Plan on his behalf pursuant to this Section 3.02.C.; provided, however, that automatic Elective Deferral Contributions will begin to be made to the Plan on behalf of a Covered Participant no later than the earlier of (a) the pay date for the second payroll period that begins after the date the notice is provided; and (b) the first pay period that occurs at least 30 days after the notice is provided. Automatic Elective Deferral Contributions being made to the Plan on a Covered Participant’s behalf will cease as soon as administratively feasible after the Covered Participant makes such an affirmative election regarding Elective Deferral Contributions.
4.	At least 30 days, but not more than 90 days, before the beginning of the Plan Year, the Plan Administrator will provide each Covered Participant a comprehensive notice of the Covered Participant’s rights and obligations under the qualified automatic contribution arrangement and eligible automatic contribution arrangement described in this Section 3.02.C., written in a manner calculated to be understood by the average Covered Participant. If an Eligible Employee becomes a Covered Participant after the 90th day before the beginning of the Plan Year and does not receive the notice for that reason, the notice will be provided no more than 90

24

days before the Eligible Employee becomes a Covered Participant but not later than the pay date for the payroll period that includes the date the Eligible Employee becomes a Covered Participant. The notice will accurately describe:

(a)	The amount of automatic Elective Deferral Contributions that will be made to the Plan on the Covered Participant’s behalf in the absence of an affirmative election;
(b)	The Covered Participant’s right to elect to have no Elective Deferral Contributions made to the Plan on his behalf or to have a different amount of Elective Deferral Contributions made;
(c)	How automatic Elective Deferral Contributions will be invested in the absence of the Covered Participant’s investment instructions; and
(d)	The Covered Participant’s right to make a withdrawal of automatic Elective Deferral Contributions pursuant to Section 3.04 and the procedures for making such a withdrawal.

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 6.05 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

25

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 Compensation Deferrals and Excess Elective Deferrals. In the case of a distribution of Excess Compensation Deferrals and Excess Elective Deferral, 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.

     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 WITHDRAWAL OF AUTOMATIC ELECTIVE DEFERRAL CONTRIBUTIONS. A Covered Participant who makes automatic Elective Deferral Contributions to the Plan pursuant to Section 3.02.C. may elect to withdraw such Elective Deferral Contributions (and earnings attributable thereto). The withdrawal election must be made no later than 90 days after automatic Elective Deferral Contributions are first withheld from the Covered Participant’s Compensation. A Participant shall make an election under this Section 3.04 in accordance with uniform rules and procedures established by the Plan

26

Administrator. The amount that shall be distributed from the Plan upon a Covered Participant’s request under this Section 3.04 is equal to the amount of automatic Elective Deferral Contributions made under the Plan through the earlier of (a) the pay date for the second payroll period that begins after the Covered Participant’s withdrawal request, and (b) the first pay date that occurs at least 30 days after the Covered Participant’s request, plus attributable earnings through 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; provided, however, that any such fees may not be greater than any other fees charged for a cash distribution. 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.

     Unless the Covered Participant affirmatively elects otherwise, any withdrawal request pursuant to this Section 3.04 shall be treated as an affirmative election to stop having Elective Deferral Contributions made to the Plan on the Covered Participant’s behalf as of the earlier of (a) the pay date for the second payroll period that begins after the Covered Participant’s withdrawal request, and (b) the first pay date that occurs at least 30 days after the Covered Participant’s request. Elective Deferral Contributions distributed to a Covered Participant pursuant to this Section 3.04 shall not be counted towards the dollar limitation on Elective Deferral Contributions contained in Code Section 402(g) nor for purposes of the actual deferral percentage test described in Code Section 401(k)(3), to the extent applicable.

     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., the 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 the Employer’s 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

27

	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 the 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 Code Section 401(m)(12). 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)(12).
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. To the extent the Actual Deferral Percentage test and Actual Contribution Percentage test apply to the Employer, if the Employer so elects (at the direction of the Committee prior to January 1, 2008), 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

28

	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.
	The 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.
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 Employer shall designate the ESOP Loan to which a contribution is to be applied, and the 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 (and Catch-Up Contributions, if applicable) during the applicable payroll period shall be eligible to share in the allocation of Matching Contributions as set forth in Section 3.05. Such Matching Contributions (and forfeitures then to be applied to reduce such contributions) shall be paid to the Plan as

29

soon as practicable after the end of each payroll period but no later than the end of the month succeeding such payroll period. In all cases, the allocation of Matching Contributions shall be based on the amount or rate established for such contributions relative to the Elective Deferral Contributions (and Catch-Up Contributions, if applicable) being matched. 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.

     A Participant who dies on or after January 1, 2007, while performing Qualified Military Service (as defined in Code Section 414(u)) shall be treated as if he resumed employment with the Employer immediately prior to his death and then experienced a Severance from Employment on account of his death. A Participant who becomes Disabled on or after January 1, 2010, while performing Qualified Military Service (as defined in Code Section 414(u)) and does not return to active employment with the Employer as a result of the Disability shall be treated as if he resumed employment with the Employer immediately prior to becoming Disabled and then experienced a Severance from Employment due to his Disability.

     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 are referred to as "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.

     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

30

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).

A Participant who dies on or after January 1, 2010, while performing Qualified Military Service (as defined in Code Section 414(u)) shall be treated as if he resumed employment with the Employer immediately prior to his death and then experienced a Severance from Employment on account of his death. A Participant who dies or becomes Disabled on or after January 1, 2010, while performing Qualified Military Service (as defined in Code Section 414(u)) and does not return to active employment with the Employer as a result of the Disability shall be treated as if he resumed employment with the Employer immediately prior to becoming Disabled and then experienced a Severance from Employment due to his Disability.

     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.

A.

Plan Years beginning prior to January 1, 2006. If the limitation on Elective Deferral Contributions in Section F.01 of Appendix F or the limitation on Matching Contributions in Section F.04 of Appendix F is exceeded, at the direction of the Committee, the Employer shall make “Qualified Non-elective Contributions” under the Plan on behalf of all Participants who are Non-highly Compensated Employees in order to satisfy the Actual Deferral Percentage test, the Actual Contribution Percentage test, or both. Qualified Non-elective Contributions shall be treated as Elective Deferral Contributions or Matching Contributions as determined by the Committee for all purposes of Plan. Such contributions are to be allocated in the proportion that each eligible Non-Highly Compensated Employee’s Compensation bears to the total Compensation of all such Eligible Employees.

B.

Plan Years beginning on and after January 1, 2006.

1. Purpose. If the limitation on Elective Deferral Contributions in Section F.01 of Appendix F or the limitation on Matching Contributions in Section F.04 of Appendix F is exceeded, the Employer may (prior to January 1, 2008, the Employer shall, at the direction of the Committee) make “Qualified Non-elective Contributions” to a Participant’s Qualified Non-elective Contribution Account under the Plan on behalf of (i) all Participants who are Non-highly Compensated Employees, or (ii) the number of Non-highly Compensated Employees, beginning with the least

31

highly Compensated Employee, necessary to satisfy the Actual Deferral Percentage test, the Actual Contribution Percentage test, or both, or the coverage requirements of Code Section 410(b). For purposes of this Article III, Qualified Non-elective Contributions shall mean contributions (other than Matching Contributions, Profit Sharing 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.

2.

Limitations.

(a)	A Qualified Non-elective Contribution made on behalf of a Non-highly Compensated Employee cannot be taken into account for purposes of the Actual Deferral Percentage test or the Actual Contribution Percentage test for a Plan Year to the extent the Qualified Non-elective Contribution exceeds the product of the Non-highly Compensated Employee’s Compensation and the greater of (i) 5% (up to 10% if the Qualified Non-elective Contribution is made in connection with a Participating Employer’s obligation to pay a prevailing wage under the Davis-Bacon Act (46 Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law 89-286, or similar legislation); or (ii) 2 times the Plan’s “Representative Contribution Rate.”
(b)	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. Similarly, if this Plan switches from the current Plan Year testing method to the prior Plan Year testing method pursuant to Treasury Regulations Section 1.401(k)-2(c), 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.
(c)	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. Similarly, if this Plan switches from the current Plan Year testing method to the prior Plan Year testing method pursuant to Treasury Regulations 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.

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3.

Allocation. Qualified Non-elective Contributions shall be allocated to Participants’ Accounts either (i) 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 Non-highly Compensated Participants, or (ii) in a flat dollar amount, as determined by the Employer. Qualified Non-elective Contributions may be made only with respect to eligible Participants within one or more Employers or divisions or with respect to all eligible Participants, as determined by the Administrator.

4.

Definitions.

(a) The “Representative Contribution Rate” is the greater of (i) the lowest Applicable Contribution Rate of any eligible Non-highly Compensated Employee among a group of eligible Non-highly Compensated Employees that consists of half of all eligible Non-highly Compensated Employees for the Plan Year, or (ii) the lowest Applicable Contribution Rate of any eligible Non-highly Compensated Employee in the group of all eligible Non-highly Compensated Employees for the Plan Year and who is employed by a Participating Employer on the last day of the Plan Year.

(1)

Any Qualified Non-elective Contribution taken into account under the Actual Deferral Percentage test pursuant to Treasury Regulations Section 1.401(k)-2(a)(6) (including the determination of the Representative Contribution Rate for purposes of Treasury Regulations Section 1.401(k)-2(a)(6)(iv)(B)) is not permitted to be taken into account for purposes of the Actual Contribution Percentage test (including the determination of the Representative Contribution Rate).

(2)

Any Qualified Non-elective Contribution taken into account under the Actual Contribution Percentage test pursuant to Treasury Regulations Section 1.401(m)-2(a)(6) (including the determination of the Representative Contribution Rate for purposes of Treasury Regulations Section 1.401(m)-2(a)(6)(v)(B)) is not permitted to be taken into account for purposes of the Actual Deferral Percentage test (including the determination of the Representative Contribution Rate).

(b) The “Applicable Contribution Rate” for an eligible Non-highly Compensated Employee is:

(1) Actual Deferral Percentage Test. The sum of the Qualified Matching Contributions taken into account for purposes of the Actual Deferral Percentage test for the eligible Non-highly Compensated Employee for the Plan Year and the Qualified Non-elective Contributions made for the eligible Non-highly Compensated Employee for the Plan Year divided by the Non-highly Compensated Employee’s Compensation for the Plan Year.

33

(2) Actual Contribution Percentage Test. The sum of the Matching Contributions taken into account for purposes of the Actual Contribution Percentage test for the Non-Highly Compensated Employee for the Plan Year and the Qualified Non-elective Contributions made for the eligible Non-highly Compensated Employee for the Plan Year divided by the Non-highly Compensated Employee’s Compensation for the 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 affirmatively elected to defer or, effective January 1, 2009, that are automatically deferred on behalf of Participants, 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.

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 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

34

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.

     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

35

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 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

36

	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 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, Qualified Matching Contribution Account, and 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.
	A Participant who dies on or after January 1, 2007, while performing Qualified Military Service (as defined in Code Section 414(u)) shall be treated as if he resumed employment with the Employer immediately prior to his death and then experienced a Severance from Employment on account of his death. A Participant who becomes Disabled on or after January 1, 2010, while performing Qualified Military Service (as defined in Code Section 414(u)) and does not return to active employment with the Employer as a result of the Disability shall be treated as if he resumed employment with the Employer immediately prior to becoming Disabled and then experienced a Severance from Employment due to his Disability.
	The Committee or its delegate shall have the authority to accelerate the vesting of a Participant, except for a Participant who is a Section 16 Officer, as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934, so long as such acceleration satisfies the requirements of Code Section 401(a)(4) and the Treasury Regulations thereunder. Further, to the extent a divestiture agreement that has been approved by the Board or its delegate provides for the acceleration of vesting for certain Participants, the Plan shall be treated as being amended pursuant to the terms of such divestiture agreement with respect to such Participants.
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

38

	are attributable to Elective Deferral Contributions that are Excess Elective Deferrals or Excess Compensation Deferrals.
C.	Vesting — Special Rule with Respect to the Sermatech Coatings Business. Notwithstanding Section 4.01.A. above, any Participant whose employment was transferred from the Employer to the buyer as a result of the sale of the “Business” on February 28, 2005, 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 Compensation Deferrals. The “Business” for purposes of this Section 4.01.C. shall mean the provision and sale of engineered coating services for the aerospace, power generation, offshore oil and gas, process and general industrial markets, each as conducted by the Sermatech Coatings division of the Company and its Related Employers as of February 28, 2005.
D.	Vesting — Special Rule with Respect to Automotive Pedals Business.Notwithstanding Section 4.01.A. above, any Participant who was actively employed by the “Business” on August 12, 2005, 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 Compensation Deferrals. The “Business” for purposes of this Section 4.01.D. shall mean the development, manufacture and sale of accelerator, brake and clutch pedals (including, fixed and adjustable pedals and electronic throttle control systems) to the light-duty over-the-highway automotive market, as conducted by the Automotive Group Pedal Products Business as of August 12, 2005.
E.	Vesting — Special Rule with Respect to Teleflex Aerospace Manufacturing Group. Notwithstanding Section 4.01.A. above, any Participant who was actively employed by the “Business” on June 29, 2007, 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 Compensation Deferrals. The “Business” for purposes of this Section 4.01.E. shall mean the design and, manufacture and sale of fan blades, blisks, compressor airfoils, outer guide vanes and turbine airfoils for aircraft turbine engines by the “Acquired Companies” (as defined in the Purchase Agreement) and the UK Seller (as defined in the Purchase Agreement) to original equipment manufacturers of aircraft engines.
F.	Vesting — Special Rule with Respect to 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

39

would result in duplication of benefits for the same period of service.

G.

Vesting — Special Rule with Respect to Automotive and Industrial. Notwithstanding Section 4.01.A. above, any Participant who was actively employed by the “Business” on December 31, 2007, 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 Compensation Deferrals. The “Business” for purposes of this Section 4.01.G. shall mean the development, manufacture and sale of (i) shift towers, shifters, shift knobs, lumbar products, head restraints and other seat modules, seat actuators and other electro-mechanical devices and cables to original equipment manufacturers and Tier 1 suppliers in automotive markets, (ii) steering systems, shifters, heavy duty cables, light duty cables, fixed and adjustable foot pedals, displays and electronics to manufacturers in vehicular (but not marine vessel) and related industrial markets, and (iii) nylon and nylon assemblies, convoluted hose, smooth bore PTFE hose, fittings and connectors and fluid delivery systems to the customers, and in the markets, described in (i) and (ii) above.

     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 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.

     Elective Deferral Contributions shall be taken into account for purposes of Code Section 411(a) except that Elective Deferral Contributions are disregarded for purposes of applying Code Section 411(a)(2) to other contributions or benefits.

     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

40

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:

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

41

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 the 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 Beneficiary if the Participant is deceased) shall be entitled to payment of his 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 5.09 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.
	The consent of the Participant, and the Participant’s Spouse, if applicable, shall be obtained in writing within the 180-day (90-day prior to January 1, 2007) period ending on the “Annuity Starting Date.” The Annuity Starting Date is the first day of the first period for which an amount is paid as an annuity or in any other form. The Plan Administrator shall notify the Participant and the Participant’s Spouse of the right to defer distribution until the Participant’s Nonforfeitable Account Balance is no longer immediately distributable. Such notice shall include a general description of the material features, and an explanation of the relative values of, the optional forms of benefit, if any, available under the Plan in a manner that would satisfy the notice requirements of Code Section 411(a)(11) and its applicable Treasury Regulations (including, effective January 1, 2007 a description of the consequences of failing to defer receipt of a distribution). Further, such notice shall be provided no less than 30 days and no more than 180 days (90 days prior to January 1, 2007) prior to the date of distribution. However, distribution may commence less than 30 days after the notice is provided if the Plan Administrator clearly informs the Participant that the Participant has a period of at least 30 days after receiving the notice to consider whether or not to elect a distribution, and the Participant and the Participant’s Spouse, if applicable, after receiving the notice, affirmatively elect a distribution.

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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 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 Treasury Regulations thereunder as soon as administratively practicable after the Participant’s Severance from Employment. 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.

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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.

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.

A.	Distribution Beginning Before Death. If the Participant’s death occurs after payment of the Participant’s Nonforfeitable Account Balance has commenced, the Plan Administrator shall complete payment of the remaining Account balance at least as rapidly as under the method of distribution used prior to the Participant’s death.
B.	Distribution Beginning After Death of Employee. If the Participant’s death occurs before distribution of his Account has commenced, the distribution of the Participant’s entire Nonforfeitable Account Balance shall be made to the Participant’s Beneficiary in accordance with Section 5.07 and the method of payment selected by the Participant prior to his death. If no method of payment was selected by the Participant, the Beneficiary shall select the method of payment.
	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

45

	completed on or before the last day of the calendar year that contains the fifth anniversary of the date of the Participant’s death.
	In the case of a Participant who dies on or after January 1, 2007, while performing Qualified Military Service (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of Qualified Military Service as provided by Code Section 414(u)) that are provided under the Plan assuming the Participant resumed employment with the Employer and then experienced a Severance from Employment on account of death. However, the foregoing shall not provide any additional benefit accruals, and the deemed resumption of employment of the Participant shall be applied only to determine the eligibility of a Beneficiary for any pre-retirement death benefits, and only to the extent required by published guidance, as incorporated herein.
C.	Nonforfeitable Account Balance. For purposes of this Section 5.03, the Participant’s Nonforfeitable Account balance at Severance from Employment shall include all amounts credited to the Participant’s Account for the Plan Year in which the Severance from Employment occurs even where such contributions are not yet allocated to an account, provided such amounts are vested.

     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 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.

     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

46

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 Plan Administrator shall make its determinations under this Article V in a nondiscriminatory, consistent and uniform manner. If the Plan 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 the distributee 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.

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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 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

48

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 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

49

	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 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

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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.

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

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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.

(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,

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	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 begin 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 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.

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H.

Special Rules for 2009 Required Minimum Distributions. Notwithstanding anything in this Section 5.09 of the Plan to the contrary, a Participant or Beneficiary who had reached his Required Beginning Date on or before December 31, 2008 and who would have been required to receive required minimum distributions for 2009 but for the enactment of section 401(a)(9)(H) of the Code (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years, will receive those distributions for 2009 unless the Participant or Beneficiary elects not to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to stop receiving the distributions described in the preceding sentence.

A Participant or Beneficiary who reached his Required Beginning Date on or between January 1, 2009 and December 31, 2009 and who would have been required to receive 2009 RMDs, and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years, will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence.

     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

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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 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 Benefits Group 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

55

(c) using a letter-forwarding service. If, after reasonable effort, the Benefits Group 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 Benefits Group shall prescribe uniform and non-discriminatory rules for carrying out this provision.

     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 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.

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     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.

     Notwithstanding the foregoing, effective January 1, 2009, as required by Code Section 414(u), as amended by the HEART Act, a Participant in Qualified Military Service (within the meaning of Code Section 414(u)) shall be treated as having incurred a Severance from Employment for purposes of eligibility to receive a distribution from his Account. However, if a Participant obtains a distribution according to the foregoing provision, such Participant’s Elective Deferral Contributions and Catch-Up Contributions to this Plan shall be suspended for 6 months following the date of the distribution.

     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 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 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 Spouse, his 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 (including distribution of ESOP dividends under Code Section 414(k)), 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);
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.

	If a Participant’s Elective Deferral Contributions are suspended pursuant to Section 6.01.B.2., at the end of the six month suspension period the Plan Administrator must either reinstate the Participant’s Elective Deferral Contribution election that was in effect immediately prior to the Participant’s receipt of the hardship distribution, if applicable, or begin to make automatic Elective Deferral Contributions to the Plan on behalf of the Participant in accordance with Section 3.02.C. of the Plan.
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.

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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.

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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 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; (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),

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	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. 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). Effective January 1, 2008, an Eligible Retirement Plan also includes a Roth individual retirement arrangement within the meaning of Code Section 408A which accepts the Distributee’s Eligible Rollover Distribution.
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

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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.

     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.
	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

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	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 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 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, if the Participant does not repay the entire unpaid balance of the loan, plus interest accrued to the date of repayment, within 90 days of the date of his Severance from Employment, 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 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 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

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	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.
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

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corporation, more than five percent of the outstanding stock of the corporation and an “Owner-Employee” means an Employee who either (i) 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.

     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

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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.

     Section 6.08 SPECIAL WITHDRAWAL RULES APPLICABLE TO TRANSFER ACCOUNTS. Notwithstanding any other Plan provision to the contrary, if the Internal Revenue Service requires distribution to be made (or offered) with respect to any or all amounts held on behalf of a Participant with respect to a predecessor or transferor plan, as a condition of preserving the tax-qualified status of this Plan or of said predecessor or transferor plan, or if a court of competent jurisdiction issues an order or decree in respect of the Plan or its fiduciaries which is determined under relevant federal law to be enforceable, and which compels the distribution of a Participant’s Plan interest, the Plan Administrator will be entitled to direct the prompt distribution (or offer of distribution) of such amounts.

     Section 6.09 QUALIFIED RESERVIST DISTRIBUTIONS. Effective January 1, 2010, any Participant who is a Qualified Reservist may withdraw the portion of his Account balance attributable to his own Elective Deferral Contributions regardless of age or employment status to the extent that such distribution is a “Qualified Reservist Distribution.” For purposes of this Section 6.09, a “Qualified Reservist Distribution” is:

A.	A distribution of Elective Deferral Contributions;
B.	Made to a Participant who is a Qualified Reservist who (by reason of being a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code) was ordered or called to active duty for a period in excess of 179 days or for an indefinite period; and
C.	Made during the period beginning on the date of such order or call and ending at the close of the active duty period.

     For purposes of this Section 6.09, a “Qualified Reservist” is an individual who is a reservist or national guardsman (as defined in 37 U.S.C. Section 101(24)) ordered or called to active duty after September 11, 2001.

     The following special rules apply to a Qualified Reservist Distribution:

D. Exception from the 10% Excise Tax for Early Withdrawals. A “Qualified Reservist Distribution” shall be exempt from the 10% excise tax under Code Section 72(t) for early withdrawals.

E. Qualified Reservist Distributions May Be Contributed to an IRA. The Participant who receives a Qualified Reservist Distribution may, at any time during the two-year period beginning on the day after the end of the active duty period, make one or more contributions to an individual retirement account of such individual in an aggregate amount not to exceed the amount of such Qualified Reservist Distribution. The dollar limitations otherwise applicable to contributions to individual retirement accounts shall not apply to any contribution made pursuant to the preceding sentence; provided, however, that no deduction shall be allowed for any such contribution. In any event, the two-year period referred to above for making re-contributions of Qualified Reservist

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Distributions shall not end before the date which is two years after August 17, 2006, the date of the enactment of the Pension Protection Act of 2006 (i.e., shall not end prior to August 17, 2008). In no event shall the Participant be permitted to re-contribute a Qualified Reservist Distribution to this Plan.”

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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 the Trustee shall not tender such Stock and 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 COMMITTEE, PLAN ADMINISTRATOR AND BENEFITS GROUP. Each Employer shall supply current information to the Benefits Group 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 Benefits Group considers necessary. The Employer’s records as to the current information that the Employer furnishes to the Benefits Group shall be conclusive as to all persons. Similarly, each Employer shall supply such information to the Committee or the Plan Administrator.

     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, PLAN ADMINISTRATOR AND BENEFITS GROUP. Each Employer indemnifies and saves harmless the members of each Committee, the Plan Administrator, the Benefits Group, 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, Benefits Group 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 members of the Committee, Plan Administrator or Benefits Group 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, Benefits Group 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 Stock, 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 Stock. The Trustee may acquire or dispose of Stock as necessary to implement Participant directions and may net transactions within the Trust Fund. In addition, when acquiring Stock, the Trustee may acquire Stock directly from the Company or on the open market as necessary to effect Participant directions. In either case, the price paid for such Stock shall not exceed the fair market value of the Stock. The fair market value of the Stock 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 Stock 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 Stock 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 Stock 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 Stock 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 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 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 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 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 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 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 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).

ARTICLE IX
PARTICIPANT ADMINISTRATIVE PROVISIONS

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     Section 9.01 PERSONAL DATA TO PLAN ADMINISTRATOR AND BENEFITS GROUP. Each Participant and each Beneficiary of a deceased Participant must furnish to the Plan Administrator and/or Benefits Group such evidence, data or information as the Plan Administrator and/or Benefits Group 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 and/or Benefits Group, provided the Plan Administrator and/or Benefits Groups 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 Benefits Group, from time to time, in writing, or otherwise notify the Benefits Group (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 Benefits Group, 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, the Committee, or the Plan Administrator 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 with procedures established by the Trustee and agreed to by the Plan Administrator or Benefits Group, Participants may, when administratively practicable, be permitted to change their current and prospective investment designations through telephone, “on-line” or similar instructions to

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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 it 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, Plan Administrator and Benefits Group.

     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, Plan Administrator and Benefits Group.

     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.

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     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.

     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 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 pursuant to Section 9.10.

     Section 9.10 ESOP DIVERSIFICATION ELECTION.

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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. The Committee shall adopt a procedure that is uniformly applicable to all eligible Participants and under which each Participant may direct the Trustee to transfer the applicable portion of the Participant’s Stock Account to at least three available investment options.
C.	Effective January 1, 2007, a Participant who is not otherwise 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 in accordance with Section 9.10.B., but that has completed three (3) Years of Service 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 Account that is attributable to Matching, Qualified Matching, Qualified Non-elective and Profit Sharing

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Contributions and invested in the ESOP Stock Fund. With respect to the portion of such a Participant’s Account that is attributable to Matching, Qualified Matching, Qualified Non-elective and Profit Sharing Contributions that were invested in the ESOP Stock Fund before January 1, 2007, except with respect to a Participant who has attained age 55 and completed at least three (3) Years of Service before January 1, 2006, the preceding sentence shall only apply to the “applicable percentage” of the ESOP Stock Fund. The applicable percentage is: (i) for the Plan Year beginning January 1, 2007, 33%, (ii) for the Plan Year beginning January 1, 2008, 66%, and (iii) for the Plan Year beginning January 1, 2009, 100%. The Committee shall adopt a procedure that is uniformly applicable to all eligible Participants and under which each Participant may direct the Trustee to transfer the applicable portion of the Participant’s Stock Account to at least three available investment options.

     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 Benefits Group. The Benefits Group shall decide such claim. Within 90 days after receipt of such claim for benefits by the Benefits Group, the Benefits Group 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 Benefits Group 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 duly authorized representative may file a written appeal with the Plan Administrator. The claimant or his duly authorized representative may review and receive copies of Plan documents, records and other information relevant to his claims.
B.	Hearing. The claimant may request that a hearing be held either in person or by conference call. The Plan Administrator, 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 duly authorized representative, shall be entitled to present to the Plan Administrator all facts, evidence, witnesses and/or legal arguments which the claimant feels are necessary for a full and fair review of his claim. The Plan Administrator 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 Plan Administrator in its sole discretion.
C.	Ruling. The Plan Administrator 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 Plan Administrator 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 Plan Administrator. Any appeal of a claim denial may be determined by the Plan Administrator as a whole or may be determined by a committee of one or more members of the Plan Administrator designated by the Plan Administrator to determine such claim. A decision by a majority of the members of the Plan Administrator 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 Benefits Group and Plan Administrator 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 Benefits Group 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 Benefits Group 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 Benefits Group 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 Benefits Group 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 Plan Administrator 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 Plan Administrator determine that special circumstances (such as the need to hold a hearing) require an extension of time for processing the appeal, the Plan Administrator 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.
D.	All claims for benefits under the Plan or other claims related thereto must be made within one year of the date the claimant became entitled thereto or, if later, knew or should have known that such claim existed.

     Section 9.16 USE OF ALTERNATIVE MEDIA. The Committee, Plan Administrator and Benefits Group 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.

     Section 9.17 STATUTE OF LIMITATIONS FOR CIVIL ACTIONS. For purposes of filing any civil action against the Plan upon the exhaustion of all other available administrative remedies, including under Section 502(a) of ERISA, legal action may be brought no later than one year from the date of completion of the Plan’s claims appeal process, or if earlier, one year from the date the claimant knew or should have known that such claim existed.

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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. Effective January 1, 2009, the Trustee shall be responsible to ensure that contributions are made to the Trust only to the extent required by the terms of the Trust or applicable law. 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;
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

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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, the 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 Benefits Group and/or the Trustee an application for a benefit and all other forms approved by the Benefits Group, and to furnish all pertinent information requested by the Benefits Group and Trustee. The Benefits Group 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:

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;

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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 Plan Administrator 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 Plan Administrator 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;
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

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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.

     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

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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 Stock 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 Stock 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 Stock credited to his Account. Upon receipt of such instructions the Trustee shall vote the Stock as instructed. Any Stock 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 Stock, 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 (the end of each calendar quarter effective January 1, 2008), 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, the Plan Administrator will deliver to each Participant (and to each Beneficiary of a deceased Participant) a statement reflecting the condition of his Account in the Trust as of that date and such other information ERISA requires be furnished to the Participant or Beneficiary. In addition, effective January 1, 2008, subject to the requirements of ERISA, the Plan Administrator shall provide to any Participant or Beneficiary of a deceased Participant who so requests in writing, a statement indicating the total value of his Account and the Nonforfeitable portion of such Account, if any. The Plan Administrator 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 Nonforfeitable 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 Board of Directors, 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.

     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

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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 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 the Employer as an Employer contribution. No person who is receiving full pay from the 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 Account may be charged to his 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 3.02, 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.

     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

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(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:

Years of Service	Percent Nonforfeitable
Less than three (3)		0	%
At least three (3) or more		100	%

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     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)) ($245,000 for 2009) 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.

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.

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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, the Benefits Group 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.

     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

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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 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 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 10.14 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, by an authorized officer of the Plan Administrator, or by an authorized officer of the Benefits Group 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 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.

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     If permitted by the Benefits Group or Plan Administrator 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 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

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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 Treasury 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.

This Plan has been executed on December 29, 2009.

TELEFLEX INCORPORATED
By:	/s/ Douglas R. Carl
	Title: Director of Benefits

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EX-10.20

Exhibit 10.20

AMENDMENT NO. 2

          AMENDMENT NO. 2 dated as of October 26, 2009 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. 2, 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. 2 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 1.01 of the Credit Agreement is hereby amended by restating the following definition as follows:

     “Consolidated Leverage Ratio” means, as at any date, the ratio of (a) Consolidated Total Indebtedness on such date (subject to the proviso set forth in the definition of “Indebtedness” and excluding Indebtedness in respect of any Receivables Securitization Program) to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

          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 receipt by the Administrative Agent of one or more counterparts of this Amendment No. 2 executed by each Loan Party and the Required Lenders.

          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. 2 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. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.

[remainder of page intentionally left blank]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 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

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. Jeffry 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)

LENDERS JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent
By	/s/ Deborah R. Winkler
	Name:	Deborah R. Winkler
	Title:	Vice President
PNC BANK NATIONAL ASSOCIATION
By	/s/ Brian T. Vesey
	Name:	Brian T. Vesey
	Title:	Vice President

ROYAL BANK OF CANADA
By	/s/ Dustin Craven
	Name:	Dustin Craven
	Title:	Attorney-in-Fact
By	/s/ Sandra Lokoff
	Name:	Sandra Lokoff
	Title:	Authorized Signatory

SOCIETE GENERALE
By	/s/ Laurence Guguen
	Name:	Laurence Guguen
	Title:	Vice President
WACHOVIA BANK, N.A.
By	/s/ James Travagline
	Name:	James Travagline
	Title:	Vice President

ALLIED IRISH BANKS, P.L.C.
By	/s/ [Illegible]
	Name:	[Illegible]
	Title:	[Illegible]
HARLEYSVILLE NATIONAL BANK AND TRUST CO.
By	/s/ Tara Handforth
	Name:	Tara Handforth
	Title:	Vice President

CATHAY UNITED BANK
By	/s/ Grace Chou
	Name:	Grace Chou
	Title:	SVP & General Manager
KEYSTONE NATIONAL BANK AND TRUST
By	/s/ Kevin D. Brown
	Name:	Kevin D. Brown
	Title:	Vice President

NORTHERN TRUST
By	/s/ Michael Kingsley
	Name:	Michael Kingsley
	Title:	Senior Vice President
BROWN BROTHERS HARRIMAN & CO.
By	/s/ John H. Wert, Jr.
	Name:	John H. Wert, Jr.
	Title:	Senior Vice President

BANK OF AMERICA, N.A.
By	/s/ Annie L. Edwards
	Name:	Annie L. Edwards
	Title:	Vice President
BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH
By:	/s/ Kimberly Sousa
	Name:	Kimberly Sousa
	Title:	Director

By:	/s/ Elaine Tung
	Name:	Elaine Tung
	Title:	Director

CALYON NEW YORK BRANCH
By:	/s/ Pamela Donnelly
	Name:	Pamela Donnelly
	Title:	Director
By:	/s/ Yuri Muzichenko
	Name:	Yuri Muzichenko
	Title:	Director

COMERICA BANK
By:	/s/ Liesl Eckhardt
	Name:	Liesl Eckhardt
	Title:	Assistant Vice President
DNB NOR BANK ASA
By:	/s/ Philip F. Kurpiewski
	Name:	Philip F. Kurpiewski
	Title:	Senior Vice President

By:	/s/ Thomas Tangen
	Name:	Thomas Tangen
	Title:	Senior Vice President
HSBC BANK USA, N.A.
By:	/s/ Colleen Glackin
	Name:	Colleen Glackin
	Title:	Vice President

INTESA SANPAOLO S.P.A.
By:	/s/ Luca Sacchi
	Name:	Luca Sacchi
	Title:	VP
By:	/s/ Francesco Di Mario
	Name:	Francesco Di Mario
	Title:	FVP

KBC BANK, N.V.
By:	/s/ William Cavanaugh
	Name:	William Cavanaugh
	Title:	Director
By:	/s/ Sandra T. Johnson
	Name:	Sandra T. Johnson
	Title:	Managing Director

KEYBANK NATIONAL ASSOCIATION
By:	/s/ Brian P. Fox
	Name:	Brian P. Fox
	Title:	Vice President
LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By:	/s/ Francois Delangle
	Name:	Francois Delangle
	Title:	Vice President

By:	/s/ Martin Steufert
	Name:	Martin Steufert
	Title:	Assistant Vice President
MIZUHO CORPORATE BANK, LTD.
By:	/s/ Bertram H. Tang
	Name:	Bertram H. Tang
	Title:	Authorized Signatory

NATIONAL CITY BANK
By:	/s/ Debra W. Riefner
	Name:	Debra W. Riefner
	Title:	Senior Vice President
RBS CITIZENS NA
By:	/s/ Jeffrey C. Lynch
	Name:	Jeffrey C. Lynch
	Title:	SVP

SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ William M. Ginn
	Name:	William M. Ginn
	Title:	Executive Officer
SUN TRUST BANK
By:	/s/ David Fournier
	Name:	David Fournier
	Title:	Vice President

THE BANK OF EAST ASIA, LIMITED NEW YORK BRANCH
By:	/s/ Kenneth Pettis
	Name:	Kenneth Pettis
	Title:	Senior Vice President
By:	/s/ Kitty Sin
	Name:	Kitty Sin
	Title:	Senior Vice President

THE BANK OF NOVA SCOTIA
By:	/s/ Paula Czach
	Name:	Paula Czach
	Title:	Director and Executive Head
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/ Harumi Kambara
	Name:	Harumi Kambara
	Title:	Authorized Signatory

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:	/s/ Gareth Magee
	Name:	Gareth Magee
	Title:	Senior Manager
By:	/s/ Stephen Mitchell
	Name:	Stephen Mitchell
	Title:	Deputy Manager

EX-10.21

Exhibit 10.21

TELEFLEX INCORPORATED

155 South Limerick Road
Limerick, Pennsylvania 19468

As of November 20, 2009

Re: Amendment No. 1 (this “Amendment”) to the Note Purchase
Agreement dated as of October 1, 2007

TO THE NOTEHOLDERS
REFERENCED BELOW

Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement dated as of October 1, 2007 (as in effect on the date hereof, the “Existing Note Agreement”, and as amended hereby, the “Note Agreement”) among Teleflex Incorporated, a Delaware corporation (the “Company”), and each of the institutions named on the signature pages thereof (the “Purchasers”), pursuant to which the Purchasers purchased (i) U.S.$130,000,000 in aggregate principal amount of the Company’s 7.62% Series A Senior Notes due October 1, 2012, (ii) U.S.$40,000,000 in aggregate principal amount of the Company’s 7.94% Series B Senior Notes due October 1, 2014, and (iii) U.S.$30,000,000 in aggregate principal amount of the Company’s Floating Rate Series C Senior Notes due October 1, 2012, (collectively, the “Existing Notes”). Each current holder of an Existing Note is herein referred to as a “Noteholder”, and such holders collectively are referred to as the “Noteholders”.

     The Company has requested that the Noteholders agree to amend certain provisions of the Existing Note Agreement as more fully described herein, and the Noteholders are willing to do so, on the terms and conditions set forth herein, and accordingly, the Company and the Noteholders hereby agree as follows:

     Section 1. Definitions. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed thereto in Schedule B to the Existing Note Agreement.

     Section 2. Amendments. Effective as provided in Section 4 hereof, the Existing Note Agreement shall be amended as follows:

     (a) The definition of “Consolidated Leverage Ratio” set forth in Schedule B to the Existing Note Agreement shall be amended and restated in its entirety to read as follows:

     “Consolidated Leverage Ratio” means, as at any date, the ratio of (a) Consolidated Total Indebtedness on such date (subject to the proviso set forth in the definition of “Indebtedness” and excluding Indebtedness in respect of any Receivables Securitization Program permitted pursuant to Section 10.1(g) and 10.2(e)) to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

     (b) The definition of “Consolidated Total Assets” set forth in Schedule B to the Existing Note Agreement shall be amended and restated in its entirety to read as follows:

     “Consolidated Total Assets” means, at any time, the aggregate amount of all assets of the Company and its Subsidiaries at such time, as determined on a consolidated basis in accordance with GAAP, excluding the book value at such time of an amount of undivided percentage interests in accounts receivable sold by special purpose Subsidiaries under Receivables Securitization Programs permitted pursuant to Section 10.1(g) and 10.2(e) that is equal to the amount of Indebtedness of such Subsidiaries in respect of such programs at such time.

     Section 3. Representations and Warranties. The Company represents and warrants to each Noteholder on the date hereof that (a) the representations and warranties of the Company set forth in the Note Agreement and of the Company and each of the Subsidiary Guarantors in each of the other Financing 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), (b) this Amendment has been duly authorized, executed and delivered by the Company and this Amendment, the Note Agreement and the Notes each constitute the legal, valid and binding obligation, contract and agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally, (c) the execution, delivery and performance by the Company of this Amendment (i) does not require the consent or approval of any governmental or regulatory body or agency, and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation or the certificate of incorporation, bylaws or other constitutive document of the Company, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company, or (3) any provision of any material indenture, agreement or other instrument to which the Company is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (ii)(A)(3) of this Section 3(c), (d) immediately prior to, and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Note Agreement and (e) neither the Company nor any of its Affiliates has paid or agreed to pay any fees or other consideration to any creditor in connection with the obtaining of the amendments described in Section 4(c) below.

     Section 4. Conditions to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the satisfaction of the following

2

conditions precedent:

     (a) the execution and delivery hereof by the Company and the Required Holders;

     (b) the payment by the Company of all reasonable fees and expenses of the Noteholders relating to this Amendment, including, but not limited to, the reasonable fees and disbursements of Bingham McCutchen LLP, special counsel to the Noteholders;

     (c) the delivery to the Noteholders of executed amendments to the Note Purchase Agreement dated as of July 8, 2004 to which the Company is a party and the Bank Credit Agreement, in each case corresponding to the amendments provided for herein, in form and substance satisfactory to the Required Holders; and

     (d) the representations and warranties set forth in Section 3 above shall be true and correct.

     Section 5. Miscellaneous.

     5.1 Ratification; Agreement Unchanged. The Existing Note Agreement and the Existing Notes are in all respects ratified and confirmed, and the terms, covenants and agreements thereof shall remain unchanged and in full force and effect except as amended hereby.

     5.2 References to Note Agreement and Notes. From and after the effective date of this Amendment, all references to “this Agreement” in the Existing Note Agreement and in the Existing Notes shall be deemed to be references to the Note Agreement.

     5.3 Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

     5.4 Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit or require the application of the laws of a jurisdiction other than such State.

[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 written above.

TELEFLEX INCORPORATED
By:	/s/ C. Jeffrey Jacobs
	Name:	C. Jeffrey Jacobs
	Title:	Treasurer
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ Yvonne M. Guajardo
	Name:	Yvonne M. Guajardo
	Title:	Vice President
PRUCO LIFE INSURANCE COMPANY
By:	/s/ Yvonne M. Guajardo
	Name:	Yvonne M. Guajardo
	Title:	Vice President
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
By:	/s/ Yvonne M. Guajardo
	Name:	Yvonne M. Guajardo
	Title:	Vice President
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By:	/s/ Brian K. Roelke
	Name:	Brian K. Roelke
	Title:	Director

PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory
By:	/s/ Alan P. Kress
	Name:	Alan P. Kress
	Title:	Counsel
By:	/s/ Colin Pennycooke
	Name:	Colin Pennycooke
	Title:	Counsel
GENWORTH LIFE INSURANCE COMPANY
By:	/s/ Stephen DeMotto
	Name:	Stephen DeMotto
	Title:	Investment Officer
NATIONWIDE LIFE INSURANCE COMPANY
By:	/s/ Thomas A. Gleason
	Name:	Thomas A. Gleason
	Title:	Authorized Signatory
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact
By:	/s/ Edward J. Brennan
	Name:	Edward J. Brennan
	Title:	Vice President
UNUM LIFE INSURANCE COMPANY OF AMERICA By: Provident Investment Management, LLC Its: Agent
By:	/s/ Ben Vance
	Name:	Ben Vance
	Title:	Managing Director

BANKERS LIFE AND CASUALTY COMPANY CONSECO LIFE INSURANCE COMPANY CONSECO HEALTH INSURANCE COMPANY COLONIAL PENN LIFE INSURANCE COMPANY WASHINGTON NATIONAL INSURANCE COMPANY
By:	/s/ Timothy L. Powell
	Name:	Timothy L. Powell
	Title:	Vice President
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Adviser
By:	/s/ Emeka Onukwugha
	Name:	Emeka Onukwugha
	Title:	Managing Director
C.M. LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Adviser
By:	/s/ Emeka Onukwugha
	Name:	Emeka Onukwugha
	Title:	Managing Director
BAYSTATE HEALTH SYSTEMS INC.
By:	Babson Capital Management LLC
	as Investment Adviser
By:	/s/ Emeka Onukwugha
	Name:	Emeka Onukwugha
	Title:	Managing Director
JACKSON NATIONAL LIFE INSURANCE COMPANY
By:	PPM America, Inc., as attorney-in-fact,
	on behalf of Jackson National Life Insurance Company
By:	/s/ Curtis A. Spillers, CFA
	Name:	Curtis A. Spillers, CFA
	Title:	Vice President

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
By:	/s/ Rachel Stauffer
	Name:	Rachel Stauffer
	Title:	Vice President Investments
EQUITRUST LIFE INSURANCE COMPANY
By:	/s/ Herman L. Riva
	Name:	Herman L. Riva
	Title:	Securities Vice President
PRIMERICA LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager
By:	/s/ Samuel Otchere
	Name:	Samuel Otchere
	Title:	Vice President
AMERICAN HEALTH AND LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager
By:	/s/ Samuel Otchere
	Name:	Samuel Otchere
	Title:	Vice President
MODERN WOODMEN OF AMERICA
By:	/s/ Douglas A. Parnier
	Name:	Douglas A. Parnier
	Title:	Portfolio Manager — Private Placements
COUNTRY LIFE INSURANCE COMPANY
By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director — Fixed Income
ASSURITY LIFE INSURANCE COMPANY
By:	/s/ Victor Weber
	Name:	Victor Weber
	Title:	Senior Director — Investments

EX-10.22

Exhibit 10.22

TELEFLEX INCORPORATED

155 South Limerick Road
Limerick, Pennsylvania 19468

As of November 20, 2009

Re:   Amendment No. 2 (this “Amendment”) to the Note Purchase Agreement dated as of July 8, 2004

TO THE NOTEHOLDERS
REFERENCED BELOW

Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement dated as of July 8, 2004 (as amended and in effect on the date hereof, the “Existing Note Agreement”, and as amended hereby, the “Note Agreement”) among Teleflex Incorporated, a Delaware corporation (the “Company”), and each of the institutions named on the signature pages thereof (the “Purchasers”), pursuant to which the Purchasers purchased U.S.$350,000,000 in aggregate principal amount of the Company’s (a) 5.23% Series 2004-1 Tranche A Senior Notes due 2011 (the “Existing Tranche A Notes”), (b) 5.75% Series 2004-1 Tranche B Senior Notes due 2014 (the “Existing Tranche B Notes”), and (c) 5.85% Series 2004-1 Tranche C Senior Notes due 2016 (the “Existing Tranche C Notes” and, together with the Existing Tranche A Notes and the Existing Tranche B Notes, collectively, the “Existing Notes”). Each current holder of an Existing Note is herein referred to as a “Noteholder”, and such holders collectively are referred to as the “Noteholders”.

     The Company has requested that the Noteholders agree to amend certain provisions of the Existing Note Agreement as more fully described herein, and the Noteholders are willing to do so, on the terms and conditions set forth herein, and accordingly, the Company and the Noteholders hereby agree as follows:

     Section 1. Definitions. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed thereto in Schedule B to the Existing Note Agreement.

     Section 2. Amendments. Effective as provided in Section 4 hereof, the Existing Note Agreement shall be amended as follows:

     (a) The definition of “Consolidated Leverage Ratio” set forth in Schedule B to the Existing Note Agreement shall be amended and restated in its entirety to read as follows:

     “Consolidated Leverage Ratio” means, as at any date, the ratio of (a) Consolidated Total Indebtedness on such date (subject to the proviso set forth in the definition of “Indebtedness” and excluding Indebtedness in respect of any Receivables Securitization Program permitted pursuant to Section 10.1(g) and 10.2(e)) to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

     (b) The definition of “Consolidated Total Assets” set forth in Schedule B to the Existing Note Agreement shall be amended and restated in its entirety to read as follows:

     “Consolidated Total Assets” means, at any time, the aggregate amount of all assets of the Company and its Subsidiaries at such time, as determined on a consolidated basis in accordance with GAAP, excluding the book value at such time of an amount of undivided percentage interests in accounts receivable sold by special purpose Subsidiaries under Receivables Securitization Programs permitted pursuant to Section 10.1(g) and 10.2(e) that is equal to the amount of Indebtedness of such Subsidiaries in respect of such programs at such time.

     Section 3. Representations and Warranties. The Company represents and warrants to each Noteholder on the date hereof that (a) the representations and warranties of the Company set forth in the Note Agreement and of the Company and each of the Subsidiary Guarantors in each of the other Financing 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), (b) this Amendment has been duly authorized, executed and delivered by the Company and this Amendment, the Note Agreement and the Notes each constitute the legal, valid and binding obligation, contract and agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally, (c) the execution, delivery and performance by the Company of this Amendment (i) does not require the consent or approval of any governmental or regulatory body or agency, and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation or the certificate of incorporation, bylaws or other constitutive document of the Company, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company, or (3) any provision of any material indenture, agreement or other instrument to which the Company is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (ii)(A)(3) of this Section 3(c), (d) immediately prior to, and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Note Agreement and (e) neither the Company nor any of its Affiliates has paid or agreed to pay any fees or other consideration to any creditor in connection with the obtaining of the amendments described in Section 4(c) below.

     Section 4. Conditions to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the satisfaction of the following

2

conditions precedent:

     (a) the execution and delivery hereof by the Company and the Required Holders;

     (b) the payment by the Company of all reasonable fees and expenses of the Noteholders relating to this Amendment, including, but not limited to, the reasonable fees and disbursements of Bingham McCutchen LLP, special counsel to the Noteholders;

     (c) the delivery to the Noteholders of executed amendments to the Note Purchase Agreement dated as of October 1, 2007 to which the Company is a party and the Bank Credit Agreement, in each case corresponding to the amendments provided for herein, in form and substance satisfactory to the Required Holders; and

     (d) the representations and warranties set forth in Section 3 above shall be true and correct.

     Section 5. Miscellaneous.

     5.1 Ratification; Agreement Unchanged. The Existing Note Agreement and the Existing Notes are in all respects ratified and confirmed, and the terms, covenants and agreements thereof shall remain unchanged and in full force and effect except as amended hereby.

     5.2 References to Note Agreement and Notes. From and after the effective date of this Amendment, all references to “this Agreement” in the Existing Note Agreement and in the Existing Notes shall be deemed to be references to the Note Agreement.

     5.3 Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

     5.4 Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit or require the application of the laws of a jurisdiction other than such State.

[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 written above.

TELEFLEX INCORPORATED
By:	/s/ C. Jeffrey Jacobs
	Name:	C. Jeffrey Jacobs
	Title:	Treasurer
CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: CIGNA Investments, Inc. (authorized agent)
By:	/s/ Lori E. Hopkins
	Name:	Lori E. Hopkins
	Title:	Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser
By:	/s/ Emeka Onukwugha
	Name:	Emeka Onukwugha
	Title:	Managing Director
C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Sub-Adviser
By:	/s/ Emeka Onukwugha
	Name:	Emeka Onukwugha
	Title:	Managing Director
MML BAY STATE LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Sub-Adviser
By:	/s/ Emeka Onukwugha
	Name:	Emeka Onukwugha
	Title:	Managing Director

MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser
By:	/s/ Emeka Onukwugha
	Name:	Emeka Onukwugha
	Title:	Managing Director
PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory
By:	/s/ Alan P. Kress
	Name:	Alan P. Kress
	Title:	Counsel
By:	/s/ Colin Pennycooke
	Name:	Colin Pennycooke
	Title:	Counsel
COUNTRY LIFE INSURANCE COMPANY
By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director – Fixed Income
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Its Agent and Attorney-in-Fact
By:	/s/ Ralph D. Witt
	Name:	Ralph D. Witt
	Title:	Vice President
HARTFORD LIFE INSURANCE COMPANY By: Hartford Investment Management Company Its Agent and Attorney-in-Fact
By:	/s/ Ralph D. Witt
	Name:	Ralph D. Witt
	Title:	Vice President

PHYSICIANS LIFE INSURANCE COMPANY By: Hartford Investment Management Company Its Investment Manager
By:	/s/ Ralph D. Witt
	Name:	Ralph D. Witt
	Title:	Vice President
MODERN WOODMEN OF AMERICA
By:	/s/ Douglas A. Parnier
	Name:	Douglas A. Parnier
	Title:	Portfolio Manager – Private Placements
STATE FARM LIFE INSURANCE COMPANY
By:	/s/ Julie Hoyer
	Name:	Julie Hoyer
	Title:	Senior Investment Officer
By:	/s/ Jeffrey T. Attwood
	Name:	Jeffrey T. Attwood
	Title:	Investment Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY AIG LIFE INSURANCE COMPANY AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
By:	/s/ Gerald F. Herman
	Name:	Gerald F. Herman
	Title:	Vice President
NEW YORK LIFE INSURANCE COMPANY
By:	/s/ Kathleen A. Haberkern
	Name:	Kathleen A. Haberkern
	Title:	Corporate Vice President

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION


By: New York Life Investment Management, LLC,
Its Investment Manager
 

By:	/s/ Kathleen A. Haberkern
	Name:	Kathleen A. Haberkern
	Title:	Director

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT

By: New York Life Investment Management, LLC,
Its Investment Manager
 

By:	/s/ Kathleen A. Haberkern
	Name:	Kathleen A. Haberkern
	Title:	Director

GENWORTH LIFE INSURANCE COMPANY
By:	/s/ Stephen DeMotto
	Name:	Stephen DeMotto
	Title:	Investment Officer

WESTPORT INSURANCE CORPORATION (f/k/a Employers Reinsurance Corporation) By: Conning, Inc., as Investment Manager
By:	/s/ Samuel Otchere
	Name:	Samuel Otchere
	Title:	Vice President
PHOENIX LIFE INSURANCE COMPANY
By:	/s/ Christopher Wilkos
	Name:	Christopher Wilkos
	Title:	Executive Vice President

THE STATE LIFE INSURANCE COMPANY

By: American United Life Insurance Company, its Agent
 

By:	/s/ Michael I. Bullock
	Name:	Michael I. Bullock
	Title:	V.P. Private Placements

LAFAYETTE LIFE INSURANCE COMPANY


By: American United Life Insurance Company, its Agent
 

By:	/s/ Michael I. Bullock
	Name:	Michael I. Bullock
	Title:	V.P. Private Placements

AMERICAN UNITED LIFE INSURANCE COMPANY
By:	/s/ Michael I. Bullock
	Name:	Michael I. Bullock
	Title:	V.P. Private Placements
MONUMENTAL LIFE INSURANCE COMPANY
By:	/s/ Christopher D. Pahlke
	Name:	Christopher D. Pahlke
	Title:	Vice President
TRANSAMERICA LIFE INSURANCE COMPANY Individually and as successor by merger with Transamerica Occidental Life Insurance Company
By:	/s/ Christopher D. Pahlke
	Name:	Christopher D. Pahlke
	Title:	Vice President
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By:	/s/ Brian K. Roelke
	Name:	Brian K. Roelke
	Title:	Director
THE UNION CENTRAL LIFE INSURANCE COMPANY By: Summit Investment Advisors Inc., as Agent
By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director – Private Placements

AMERITAS LIFE INSURANCE CORP. By: Summit Investment Advisors Inc., as Agent
By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director – Private Placements
ACACIA LIFE INSURANCE COMPANY By: Summit Investment Advisors Inc., as Agent
By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director – Private Placements
AMERICAN FAMILY LIFE INSURANCE COMPANY
By:	/s/ Phillip Hannifan
	Name:	Phillip Hannifan
	Title:	Investment Director
ASSURITY LIFE INSURANCE COMPANY
By:	/s/ Victor Weber
	Name:	Victor Weber
	Title:	Senior Director – Investments
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ Yvonne M. Guajardo
	Name:	Yvonne M. Guajardo
	Title:	Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager
By:	/s/ Yvonne M. Guajardo
	Name:	Yvonne M. Guajardo
	Title:	Vice President

FARMERS NEW WORLD LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Yvonne M. Guajardo
	Name:	Yvonne M. Guajardo
	Title:	Vice President
UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Yvonne M. Guajardo
	Name:	Yvonne M. Guajardo
	Title:	Vice President
BAYSTATE INVESTMENTS, LLC By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Yvonne M. Guajardo
	Name:	Yvonne M. Guajardo
	Title:	Vice President
METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY OF CONNECTICUT By: Metropolitan Life Insurance Company, as Investment Manager
By:	/s/ Judith A. Gulotta
	Name:	Judith A. Gulotta
	Title:	Managing Director

WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY
By:	/s/ James J. Stolze
	Name:	James J. Stolze
	Title:	Assistant Vice President
SUN LIFE ASSURANCE COMPANY OF CANADA
By:	/s/ David Belanger
	Name:	David Belanger
	Title:	Senior Director, Private Fixed Income
By:	/s/ Ann C. King
	Name:	Ann C. King
	Title:	Assistant Vice President and Senior Counsel

EX-21

Exhibit 21

Entity Name	Jurisdiction of Formation
4045181 Canada Inc.	Ontario
Airfoil Technologies International-California, Inc	Delaware
Airfoil Technologies International-Ohio, Inc.	Delaware
American General Aircraft Holding Co., Inc.	Delaware
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 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 Swiss GmbH	Switzerland
Astraflex Limited	UK
Bavaria Cargo Technologie GmbH	Germany
Cepco Precision Company of Canada, Inc.	Canada
Chemtronics International Ltd.	UK
Cofraca Compagnie Francaise de Carburation	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
Hudson Euro Co. S.a.r.l.	Luxembourg
Hudson RCI Deutschland GmbH	Germany
Hudson Respiratory Care Tecate, S. de R.L. de C.V.	Mexico
ICOR AB	Sweden

1

Entity Name	Jurisdiction of Formation
IH Holding LLC	Delaware
Industrias Hudson S. de R.L. de C.V.	Mexico
Inmed Manufacturing Sdn. Bhd.	Malaysia
Intelligent Applications Limited	UK
Kiewclass Sdn. Bhd.	Malaysia
Laboratories Pharmaceutiques Rusch France SARL	France
Mal Tool & Engineering Limited	UK
Meddig Medizintechnik Vertriebs-GmbH	Germany
Medical Service GmbH	Germany
Mediland Rusch Care S.r.l.	Italy
Morse Controls Ltd	UK
Nordisk Asia Pacific Ltd	Hong Kong
Nordisk Asia Pacific Pte Ltd	Singapore
Nordisk Aviation Products	Taiwan
Nordisk Aviation Products A/S	Denmark
Nordisk Aviation Products AS	Norway
Nordisk Aviation Products (Kunshan) Ltd	China
Nordisk Aviation Products Belgie NV	Belgium
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 France S.A.R.L.	France
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
Sermatech (UK) Ltd	UK
Sierra International Inc.	Illinois

2

Entity Name	Jurisdiction of Formation
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
Technology Holding Company III	Delaware
Telair International AB 6	Sweden
Telair International GmbH	Germany
Telair International Incorporated7	California
Telair International Incorporated	Delaware
Telair International Services PTE LTD	Singapore
Teleflex Aerospace — Tourolle8	France
Teleflex Aviation Products AS	Norway
Teleflex Canada Inc.	Canada
Teleflex Canada LP	Canada
Teleflex Fluid Systems (UK) Limited	UK
Teleflex Funding Corporation	Delaware
Teleflex Holding Company9	Canada
Teleflex Holding Company II	Delaware
Teleflex Holding Netherlands B.V.	Netherlands
Teleflex Holding Singapore Pte. Ltd.	Singapore
Teleflex Industries Limited	UK
Teleflex Limited	UK
Teleflex Lux Holding S.a.r.l.	Luxembourg
Teleflex Medical de Mexico, S. de R.L. de C.V.	Mexico
Teleflex Medical BV	Netherlands
Teleflex Medical (Canada) Ltd10	Canada

3

Entity Name	Jurisdiction of Formation
Teleflex Medical BVBA11	Belgium
Teleflex Medical EDC BVBA12	Belgium
Teleflex Medical Europe Limited	Ireland
Teleflex Medical GmbH	Germany
Teleflex Medical Hellas s.a.13	Greece
Teleflex Medical Incorporated14	California
Teleflex Medical L.P.15	Canada
Teleflex Medical Private Limited	India
Teleflex Medical (Proprietary) Limited16	South Africa
Teleflex Medical SAS17	France
Teleflex Medical, S.A.18	Spain
Teleflex Medical Sdn. Bhd.19	Malaysia
Teleflex Medical s.r.l.	Italy
Teleflex Medical, s.r.o.20	Slovakia
Teleflex Medical Trading (Shanghai) Company Ltd	China
Teleflex Medical Tuttlingen GmbH21	Germany
Teleflex Morse Limited	UK
Teleflex (NZ) Limited22	New Zealand
Teleflex Pte. Ltd.23	Singapore
Teleflex PTY LTD24	Australia
Teleflex Swiss Holding GmbH	Switzerland
Teleflex UK Limited	UK
TFX Automotive LTD25	UK
TFX Beteiligungsverwaltungs GmbH	Germany
TFX Engineering Ltd.	Bermuda
TFX Equities Incorporated	Delaware
TFX Financial Services	Ireland/UK
TFX Foreign Sales Corporation	Barbados
TFX Group Limited	UK
TFX Group LLC	Delaware
TFX Holding LP	Canada
TFX Holding GmbH	Germany
TFX International Corporation	Delaware
TFX International SAS26	France

4

Entity Name	Jurisdiction of Formation
TFX Marine Incorporated	Delaware
TFX North America Inc.	Delaware
TFX Medical Limerick	Ireland
TFX Medical Wire Products, Inc.	Delaware
TFX Scandinavia AB27	Sweden
The Stepic Medical Distribution Corporation	New York
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
United Parts Group B.V.	The Netherlands
United Parts FHS Automobile Systeme GmbH	Germany
United Parts s.a.	France
Victor Huber GmbH	Germany
Vuoto Limited28	UK
W. Pabisch GmbH & Co. kg	Germany
Willy Rusch GmbH	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 GFI Control Systems Inc.
10	Formerly Pilling Weck (Canada) Ltd.
11	Formerly W. Pabisch NV
12	Formerly Arrow International EDC NV
13	Formerly Arrow Hellas A.E.E.
14	Formerly Hudson Respiratory Care Inc.
15	Formerly Pilling Weck Canada L.P.
16	Formerly Arrow Africa (Pty) Limited
17	Formerly Rusch Pilling S.A.
18	Formerly Rusch Medica Espana SA
19	Formerly Rusch Sdn. Berhad
20	Formerly Arrow Slovensko Piešt’any s.r.o.
21	Formerly KMedic Europe GmbH
22	Formerly Teleflex Morse (NZ) Limited
23	Formerly Teleflex Morse Pte. Ltd.
24	Formerly Teleflex Morse PTY Limited
25	Formerly S.J. Clark (Cables) Limited. Trades as Clarks Cables.
26	Formerly Rusch International SA
27	Formerly TFX Controls AB
28	Formerly Rusch Manufacturing (UK) Ltd.

5

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, 333-127103 and 333-157518) of Teleflex Incorporated of our report dated February 24, 2010 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.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 24, 2010

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 24, 2010	/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, Richard A. Meier, 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 24, 2010	/s/ Richard A. Meier
	Richard A. Meier
	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, 2009, 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 24, 2010	/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, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard A. Meier, 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 24, 2010	/s/ Richard A. Meier
	Richard A. Meier
	Executive Vice President and Chief Financial Officer