1
                                                                     EXHIBIT 10C


                    ----------------------------------------

                             TELEFLEX INCORPORATED

                        SALARIED EMPLOYEES' PENSION PLAN

                   (Amended and Restated as of July 1, 1985)

                    ----------------------------------------


                               Table of Contents



                                                                                                          Page
                                                                                                          ----
                                                                                                     
ARTICLE I.                   DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1

ARTICLE II.                  PARTICIPATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6

ARTICLE III.                 AMOUNT OF RETIREMENT BENEFITS  . . . . . . . . . . . . . . . . . . . .         7

ARTICLE IV.                  VESTING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        13

ARTICLE V.                   DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . .        13

ARTICLE VI.                  PAYMENT OF RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . .        15

ARTICLE VII.                 CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        19

ARTICLE VIII.                ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .        20

ARTICLE IX.                  AMENDMENT, TERMINATION AND MERGER  . . . . . . . . . . . . . . . . . .        22

ARTICLE X.                   WITHDRAWAL OF PARTICIPATING EMPLOYER . . . . . . . . . . . . . . . . .        25

ARTICLE XI.                  LIMITATIONS ON BENEFITS  . . . . . . . . . . . . . . . . . . . . . . .        26

ARTICLE XII.                 MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        31

APPENDIX A                   TOP-HEAVY APPENDIX

APPENDIX B                   PARTICIPATING EMPLOYERS

APPENDIX C                   ACTUARIAL ASSUMPTIONS

   2
                             TELEFLEX INCORPORATED
                        SALARIED EMPLOYEES' PENSION PLAN

                   (Amended and Restated as of July 1, 1985)

                 This is the Teleflex Incorporated Salaried Employees' Pension
Plan amended and restated effective, except as otherwise stated herein, as of
July 1, 1985, covering the eligible employees of Teleflex Incorporated and such
of its affiliated entities as have adopted the Plan for their eligible
employees. The rights to benefits, if any, of eligible employees who terminated
employment prior to the effective date of an applicable provision of this
amendment and restatement shall be determined under the Plan as in effect
immediately prior to such effective date.  The provisions of Appendix A, rules
that will take effect if the Plan becomes a Top-Heavy Plan, shall apply in
accordance with Section 12.5.

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 the accrued benefit of a
Participant expressed in terms of a monthly single life annuity beginning at
his Normal Retirement Date determined under Section 3.1 on the basis of the
Participant's Credited Service.
                           
                 1.2       "Accumulated Contributions" means the sum of a
Participant's contributions made under the Plan before
July 1, 1982, or repaid pursuant to Section 3.6, 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,
effective from July 1, 1978.

                 1.3       "Actuarial Equivalent" means 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
actuary using the factors and assumptions listed in Appendix C.  For the
purpose of determining lump sum present values pursuant to Section 6.6, the
interest rate shall be no greater than the interest rate that would be used by
the Pension Benefit Guaranty Corporation to determine the present value of a
lump sum distribution on plan termination.
   3
                 1.4       "Annuity Starting Date" means for (a) a Participant
electing an Early, Normal, Late or Total and Permanent Disability retirement
benefit, the first day of the first month for which a retiring Participant
receives an annuity payment, (b) a surviving spouse or other Beneficiary of a
deceased Participant who had met the requirements for an Early, Normal, Late or
total and Permanent Disability retirement benefit but had not reached his
Annuity Starting Date, the first day of the month following the date of the
Participant's death, or (c) a surviving spouse of a deceased Participant who
had not reached age 60 but who had a vested interest in his Accrued Benefit
under Section 4.1 of the Plan, the first day of the month in which such a
Participant would have reached age 60.

                 1.5       "Beneficiary" means (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 Committee, or (c) if the
Participant has no spouse and 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 Committee.  Any other spouse of the
Participant shall not be bound by any such consent.

                 1.6       "Board of Directors" means the Board of Directors of
Teleflex Incorporated.

                 1.7       "Break-in-Service" means an interruption of an
Employee's Continuous Service or Credited Service due to the Employee's death,
termination of service or retirement, or the attainment of the one year
anniversary of an Employee's absence from employment due to layoff or leave of
absence. Notwithstanding the above, if an Employee is absent from employment
for any period by reason of the:

                           1.7.1         Employee's Pregnancy,
                           
                           1.7.2         birth of a child of the Employee;

                           1.7.3         placement of a child with the
                                         Employee in connection with the
                                         Employee's adoption of such child;
                                         or

                           1.7.4         provision of care for such child for
                                         a period beginning immediately
                                         following such birth or placement,





                                     - 2 -
   4
a Break-in-Service as a result of such absence shall occur on the second year
anniversary of the Employee's absence from employment.

                 1.8       "Code" means the Internal Revenue Code of 1954, as 
amended.

                 1.9       "Continuous Service" means:

                           1.9.1         for periods 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;

                           1.9.2         for periods on and after July 1, 1982:

                                         1.9.2.1         a period of 
employment with the Employer beginning on the first day of the month in 
which his date of hire occurs and ending on the date of his Break-in-Service;

                                         1.9.2.2         a period during which 
an Employee is absent with leave of or at the direction of the Employer; the 
leave shall be deemed to expire in one year unless otherwise expressly stated or
renewed by the Employer; and

                                         1.9.2.3         a period during which 
an Employee is absent on active duty in the military service of the United 
States under leave of absence granted by the Employer or when required by law,
provided he returns to employment with the Employer following his release from
active duty within such time as his right to reemployment is protected by law.

                 1.10      "Credited Service" means:
                                       
                           1.10.1        for periods before July 1, 1982, a
period of employment that was a period of Credited Service under the terms of
the Plan as in effect before July 1, 1982; and

                           1.10.2        for periods on and after July 1,
1982, the period of an Employee's Continuous Service beginning on the July 1
coincident with or next following the date the Employee has both reached age
20-1/2, and been credited with six months of Continuous Service; provided that
employment after an Employee has reached age 65 shall not be taken into account
in determining his Credited Service.

                 1.11      "Committee" means the Committee appointed pursuant
to Section 8.2 to administer the Plan.





                                     - 3 -
   5
                 1.12      "Dependent Child" means a Participant's natural or
adopted child who has either (a) not reached age 23 or (b) been found by the
Committee to be totally and permanently disabled.

                 1.13      "Early Retirement Date" means the last day of any
month coincident with or following a Participant's reaching age 60, but not age
65, and after he has been credited with 10 years of Continuous Service.

                 1.14      "Effective Date" means July 1, 1966.

                 1.15      "Employee" means (a) an individual who is employed
by the Employer, and (b) a leased employee who is not employed by an Employer
but is required to be treated as so employed by section 414(n) of the Code.

                 1.16      "Employee" means the Sponsor, and any other employer
included with the Sponsor in (a) a controlled group of employers or trades or
businesses within the meaning of section 414(b) or section 414(c) of the Code,
or (b) an affiliated service group within the meaning of section 414(m) of the
Code, provided that any such employer shall be included within the term
"Employer" only while a member of such a group including the Sponsor.

                 1.17      "ERISA" means the Employee Retirement Income 
Security Act of 1974, as amended.

                 1.18      "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, their Dependent Children and
their Beneficiaries.

                 1.19      "Late Retirement Date" means the actual date of
retirement of a Participant who remains employed by an Employer after reaching
age 65.  In no event shall a Participant continue in employment after reaching
age 70 without the Employer's consent.

                 1.20      "Limitation Year" means the Plan Year.

                 1.21      "Monthly Plan Compensation" means a 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 Participant
elects to have his 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, 

                                     - 4 -
   6

and like forms of additional compensation; provided, however, that if a 
Participant is compensated at a weekly rate, his monthly rate shall be deemed 
to be 4-1/3 times his weekly rate.  A 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.

                 1.22      "Normal Retirement Date" means the last day of the
month in which a Participant reaches age 65.

                 1.23      "Participant" means an Employee who has met the
eligibility requirements of Article II.  An individual who ceases to be a
Participant shall nonetheless remain a Participant for purposes of benefit
payments only, until all amounts due him from the Plan have been paid.

                 1.24      "Participating Employer" means the Sponsor and any
other Employer that, with the approval of the Board of Directors, has joined
the Plan by executing a declaration of joinder.  The Employers that Participate
in the Plan are listed in Appendix B.

                 1.25      "Plan" means the Teleflex Incorporated Salaried
Employees' Pension Plan as set forth in this document and the related trust
agreement pursuant to which the Trust is maintained.

                 1.26      "Plan Year" means the year ending June 30.

                 1.27      "Qualified Joint and Survivor Annuity" means a joint
and survivor annuity that is the Actuarial Equivalent of the normal form of
benefit for an unmarried Participant, as such benefit is described in Section
6.2, and that provides an annuity for the life of the Participant's surviving
spouse equal to 50% of the annuity payable for the Participant's life.

                 1.28      "Sponsor" means Teleflex Incorporated.

                 1.29      "Total and Permanent Disability" means 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.

                 1.30      "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.
                                   
                                   
                                   
                                    - 5 -
   7

                 1.31      "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.

ARTICLE II.  PARTICIPATION.

                 2.1       Participation.  Except as provided in Section 2.2,
each Employee shall become a 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 20-1/2.

                 2.2       Ineligible Employees.  The following Employees shall
be ineligible to participate in the Plan:

                           2.2.1         Employees who were first employed by 
the Employer after reaching age 60;

                           2.2.2         Employees who are employed by an 
Employer that is not a Participating Employer;

                           2.2.3         Employees other than individuals who 
are employed by the Employer on a salaried basis; and

                           2.2.4         Employees who are leased employees, 
as defined in section 414(n) of the Code.

                 2.3       Time of Participation Excluded Employees.  An
Employee otherwise eligible to be a Participant in the Plan, but excluded
because of the application of any provision of Section 2.2, shall be eligible
to become a Participant as of the first day of the payroll period coincident
with or next following the date upon which the applicable provision of Section
2.2 ceases to apply.  A Participant who becomes subject to any provision of
Section 2.2 shall cease to be a Participant as of the last day of the payroll
period ending with, or within which, any such provision becomes applicable.

                 2.4       Reemployed Individuals.  A Participant who is
reemployed following a Break-in-service shall again become entitled to receive
Continuous Service under the Plan as of the first day of the payroll period
coincident with or next following the date he is reemployed.





                                     - 6 -
   8
ARTICLE III.  AMOUNT OF RETIREMENT BENEFITS.

                 3.1      Normal and Late Retirement Benefits.  A Participant
who retires on his Normal Retirement Date or Late Retirement Date shall be
entitled to his Accrued Benefit calculated under Section 3.1.1 and Section
3.1.2, as applicable, or Section 3.1.3 if the benefit calculated under Section
3.1.3 is greater than that calculated under Section 3.1.1 and Section 3.2, and
further provided that, in the case of a Participant who retires on his Late
Retirement Date, such Participant's Accrued Benefit shall be increased by 3 1/4
of 1% for each month by which the Participant's Late Retirement Date follows
his Normal Retirement Date.  Such benefit shall be payable in accordance with
Article VI.  See the minimum benefit provisions of Section 3.7.

                           3.1.1         Participation Before July 1, 1982.
The Accrued Benefit for participation before July 1, 1982 shall equal the sum
of 3.1.1.1 and 3.1.1.2 below:

                                  3.1.1.1         In the case of a Participant
who was a Participant on July 1, 1979 and who made contributions to the Plan
for the month of June 1979, a past service Accrued Benefit equal to the product
of (A) and (B) below, where:

                                                  (A)     is the Participant's 
Credited Service on July 1, 1979, and

                                                  (B)     is the Sum of (i) 
and (ii):
                         
                                                            (i)     1% of the 
                                  Participant's Monthly Plan Compensation for 
                                  the Plan Year beginning July 1, 1979, and

                                                           (ii)     1% of the 
                                  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 Participant's Monthly Plan 
                                  Compensation averaged over the five years 
                                  immediately preceding the date his 
                                  employment terminates is less than his 
                                  Monthly Plan Compensation for the Plan Year 
                                  beginning July 1, 1979, such average shall 
                                  be used





                                     - 7 -
   9
                                  in determining this portion of the
                                  Participant's Accrued Benefit.

                                  3.1.1.2         A monthly pension for each
Plan Year beginning with July 1, 1979 and ending on June 30, 1982, where the
monthly pension for each such year shall be determined as the product of (A)
and (B) below:

                                                  (A)     4.16667%, and

                                                  (B)     the contributions 
made by the Participant for each such Plan Year.

                           3.1.2          Participation After June 30, 1982.
The Accrued Benefit for each year of Participation after June 30, 1982 shall
equal the product of (A) and (B) below, where:

                                          (A)     is the Participant's Credited
Service for each such Plan Year, and

                                          (B)     is the sum of:

                                                   3.1.2.1         1% of the
Participant's Monthly Plan Compensation for each such Plan Year, and

                                                   3.1.2.2         1% of the
Participant's Monthly Plan Compensation for each such Plan Year that is in 
excess of $550, if any.

                           3.1.3          Flat Rate Benefit.  In no event
shall the Accrued Benefit of a Participant who retires at a Normal Retirement
Date or a Late Retirement Date be less than $12.00 multiplied by the
Participant's Credited Service on such date.

                 3.2      Early Retirement Benefit.  The early retirement
benefit payable to a Participant who retires on an Early Retirement Date shall
equal his Accrued Benefit, based on the Participant s Credited Service at his
Early Retirement Date.  At the 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 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.





                                     - 8 -
   10

                 3.3      Disability Retirement Benefit.

                           3.3.1          The disability retirement benefit
payable to a Participant who terminates his 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 Participant would
have received had he remained employed by the Employer during such time as he
is Totally and Permanently Disabled.  For purposes of computing a Participant's
Accrued Benefit under this Section 3.3.1, 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 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 Participant ceases to be disabled before his Normal Retirement
Date and is not thereafter reemployed by the Employer, the Participant's
Continuous Service and Credited Service shall be determined as of the date such
Participant ceases to be disabled and his further benefit entitlement, if any,
shall be based upon such Continuous Service and Credited Service.

                           3.3.2          A Participant who terminates his
employment due to a Total and Permanent Disability before Normal Retirement
Date, but after he has been credited with 10 or more years of Continuous
Service, may elect to receive a reduced benefit beginning on the first day of
any month following the month in which he reaches age 60, if he is then
disabled.  For purposes of computing a Participant's Accrued Benefit under this
Section 3.3.2, 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
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 Participant ceases to be disabled before
his benefit beginning date and is not thereafter reemployed by the Employer,
the Participant's Continuous Service and Credited Service shall





                                     - 9 -
   11
be determined as of the date such Participant ceased to be disabled and his
further benefit entitlement, if any, shall be based upon such Continuous
Service and Credited Service.  If a Participant receiving benefit payments
hereunder ceases to be disabled before his Normal Retirement Date and is not
thereafter reemployed by the Employer, such Participant's Continuous Service
and Credited Service shall be determined as of the one year anniversary of the
date of the Participant's last benefit payment hereunder.  In addition, such
Participant's benefit payments hereunder shall be discontinued until he again
qualifies for a benefit and his retirement benefit, if any, shall be adjusted
in accordance with Section 6.7, if he again becomes an Employee.

                 3.4      Vested Deferred Retirement Benefit.  A Participant
whose employment is terminated 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 years of Continuous Service, shall be entitled to a
benefit equal to the amount determined under Section 3.4.1 or Section 3.4.2, as
the Participant shall elect.  Such benefit shall be paid in accordance with
Article VI.

                           3.4.1          The Participant's Accrued Benefit,
beginning on the first day of any month following the month in which he reaches
age 60, reduced by 5/9 of 1% for each month by which his benefit beginning date
precedes his Normal Retirement Date, or

                           3.4.2          A lump sum payment equal to the
amount of such Participant's Accumulated Contributions on the date his
employment terminates, 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
Participant elects.  The amount of such net remaining monthly benefit shall be
the excess, if any, of the amount determined under Section 3.4.2.1 below, over
the amount determined under Section 3.4.2.2 below, with such excess multiplied
by the percentage determined under Section 3.4.2.3 below:

                                          3.4.2.1         The Participant's 
Accrued Benefit on the date his employment terminates.

                                          3.4.2.2         The pension value of 
the Participant's Accumulated Contributions, which shall be the continued 
product of (i), (ii) and (iii) below:

                                                          (i)      The 
Participant's Accumulated contributions as of the last day of the Plan Year 
in which his employment terminates, accrued to the Participant's Normal 
Retirement Date at 5% interest, per year, compounded annually.

                                                         (ii)      10%.

                                                        (iii)      1/12.





                                     - 10 -
   12
                                          3.4.2.3         100% minus 5/9 of 
1% for each month by the start of the net remaining monthly benefit precedes 
the Participant's Normal Retirement Date.

                 3.5      Return of Accumulated Contributions.  An individual
who was a Participant in the Plan on June 30, 1982 and who terminates his
employment before his Normal Retirement Date for any reason other than death or
Total and Permanent Disability before he has been credited with 10 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
termination.

                 3.6      Restoration of Accrued Pension Benefit. If in
connection with the termination of his employment, a Participant receives a
lump sum distribution of his Accumulated Contributions in accordance with
Section 3.5, and such Participant later returns to employment with the Employer
and again becomes eligible to participate in the Plan, he may repay the full
amount of the lump sum distribution of his Accumulated Contributions he
receives at the earlier termination of employment, plus an amount equal to 7%
interest compounded annually from the date of the distribution to the date of
the repayment.  The Committee shall determine the Period for repayment;
provided that any such period shall not end earlier than the fifth anniversary
of the Participant's Break-in-service, as described in Section 1.7.  In such
event, the Participant's Continuous Service, Credited Service and Accrued
Benefit, determined at the earlier termination of employment, shall be
restored.  In the event the Participant does not make such a repayment, only
the Participant's Continuous Service, determined at the earlier termination of
employment, shall be restored.

                 3.7      Minimum Benefit.  This Section applies to a
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 Participant's minimum benefit under the Plan shall be equal to the
Participant's Accumulated Contributions, minus the sum of amounts paid to such
Participant, his surviving spouse, Dependent Child or Children, or other
Beneficiary under all other Sections of this Article III or Article V.  The
minimum benefit shall be paid to the Participant's Beneficiary in accordance
with Section 6.4.

                 3.8      Medicare Benefits.  Each Participant who, on or
after July 1, 1976, (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 the Medicare Part





                                     - 11 -
   13
B premium for him and his spouse for each month in which the Participant or
his spouse is eligible for Part B coverage under Medicare beginning with the
month in which the Participant's benefit payments begin; provided, however,
that in the case of a Participant who terminates his employment due to a Total
and Permanent Disability, the earliest month for which the Medicare Part B
premium shall be paid to such Participant, shall be the month which immediately
follows the month in which the Participant attains age 65.  No benefit shall be
paid under this Section 3.8 to a Participant who is only entitled to a vested
deferred retirement benefit under Section 3.4.

                 3.9      Transfer of Employment.

                          3.9.1          Upon the transfer of an hourly-paid
employee of the Employer to salaried status such that the employee is eligible
for participation in the Plan, the employee's Continuous Service, Credited
Service and Accrued Benefit for the period during which he was an hourly-paid
employee shall be calculated on the assumption that he was an eligible salaried
employee for that same period of time and that he became a Participant when he
first would have been eligible if he were a salaried employee, with his monthly
earnings rate on each May 1 in the period deemed to be equal to 173-1/3
multiplied by his hourly rate on such May l.  If such employee is thereafter
transferred back to status as an hourly-paid employee, such employee shall
continue to be credited with Continuous Service, but not Credited Service, for
the period of time during which he is an hourly-paid employee of the Employer,
and such employee's benefit entitlement, if any, under the Plan shall be based
upon such employee's Credited Service only during such period of time during
which he was a salaried employee of the Employer.

                          3.9.2          Upon the transfer of an Employee
from eligible salaried status to employment with the Employer as an ineligible
hourly-paid employee, such employee shall continue to be credited with
Continuous Service, but not Credited Service, for the period during which he is
an hourly-paid employee of the Employer.

                          3.9.3          Any pension to which such an
Employee may become entitled on account of his coverage under any other
qualified employee pension benefit plan to which the Employer contributes on
such Employee's behalf shall be deducted from the pension to which the Employee
would otherwise become entitled under the Plan.





                                     - 12 -
   14
ARTICLE IV.  VESTING.

                 4.1      Rate of Vesting General Rule.  A Participant shall
have no vested interest in his Accrued Benefit until he has been credited with
10 years of Continuous Service, at which time he shall have a 100% Vested
interest in his Accrued Benefit.  In any event, a Participant shall have a 100%
vested interest in his Accrued Benefit upon his reaching age 65.

                 4.2      Full Vesting in Accumulated Contributions.  A
Participant shall be 100% vested in his Accumulated Contributions at all times.

                 4.3      Full Vesting at Age 65.  A Participant's interest in
his Accrued Benefit shall in any case become 100% vested upon his reaching age
65.

ARTICLE V.  DEATH BENEFITS.

                 5.1      Death of Vested Terminated Participants.  Effective
August 23, 1984, if a Participant who terminated employment on or after July 1,
1976 having a vested interest in his Accrued Benefit dies before his Annuity
Starting Date, and any such Participant is married on his date of death, his
spouse shall receive a death benefit as provided in Section 5.2.

                 5.2      Amount and Time of Payment of Vested Terminated
Participant's Death Benefit.  The monthly death benefit payable to the spouse
of a deceased Participant under Section 5.1 shall be equal to 50% of the amount
the Participant would have received if he had begun to receive payments as of
his 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 6.6, the benefit shall be
payable for the life of the spouse beginning on the spouse's Annuity Starting
Date.

                 5.3      Death of a Participant Before Early Retirement Date.
                           
                          5.3.1          If a Participant dies while employed
by the Employer before he is eligible to elect an Early Retirement Date,
including a Participant who terminates his employment with the Employer due to
a Total and Permanent Disability and who dies before his Annuity Starting Date,
and is married on the date of





                                     - 13 -
   15
his death, such Participant's surviving spouse shall be entitled to receive a
monthly benefit beginning on the first day of the month following the
Participant's death equal to the greater of 50% of the Participant's Accrued
Benefit on the date of his death determined under Section 3.1 or $100.

                          5.3.2          If a Participant referred to in
Section 5.3.1 is not married on the date of his death, such Participant's
Dependent Child, if any, shall receive a monthly benefit beginning on the first
day of the month following the Participant's death and ending on the date such
child ceases to be a Dependent Child, in an amount equal to the greater of 50%
of the Participant's Accrued Benefit on the date of his death, determined under
Section 3.1, or $100.  If the Participant is survived by more than one
Dependent Child, the benefit under this Section 5.3.2 shall be divided equally
among all such Dependent Children.

                          5.3.3          If the Participant is not survived
by a spouse or a Dependent Child, the Participant's Beneficiary shall receive a
benefit, in an amount equal to the Participant's Accumulated Contributions, if
any, determined as of the date of his death.

                 5.4      Death of Participant On or After Retirement Date.

                          5.4.1          If upon the last to occur of (A) the
death of a Participant who has elected the 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) terminated his employment for
reasons other than retirement, death or Total and Permanent Disability and who
has been credited with ten years of Continuous Service, or (iii) terminated his
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
Participant's spouse, the total of the benefit payments to the Participant and
his spouse are less than the amount of such Participant's Accumulated
Contributions, the Beneficiary designated by the last to die of the Participant
and his spouse shall receive a benefit, in the form of a lump sum, equal to the
Participant's Accumulated Contributions reduced by the aggregate amount of the
benefit payments to the Participant and his spouse.

                          5.4.2          If upon the death of a Participant
who has elected the monthly payments for life form of benefit described in
Section 6.2, and who (A) retired on his Early Retirement Date, Normal
Retirement Date or Late Retirement Date,





                                     - 14 -
   16
(B) terminated his 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) terminated his employment for reasons other than retirement,
death or Total and Permanent Disability, and who has been credited with 10
years of Continuous Service and who receives a benefit under Section 3.4.2, the
number of benefit payments to such Participant is less than 60, such
Participant's Beneficiary shall receive a benefit in the form of a lump sum, in
an amount equal to the amount of such Participant's benefit payments multiplied
by 60 and reduced by the aggregate amount of such benefit payments to the
Participant.

                          5.4.3          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 Participant's
Accumulated Contributions on the date of his death, the Participant's
Beneficiary shall receive a benefit in the form of a lump sum, in an amount
equal to such Participant's Accumulated Contributions on the date of his death
reduced by the aggregate amount of benefit payments to such Participant's
surviving spouse.

                 5.5      No Other Death Benefits.  Except as provided in
Section 5.1, Section 5.3, Section 5.4 or in accordance with a form of benefit
elected under Article VI, no death benefits shall be payable under the Plan.

ARTICLE VI.  PAYMENT OF RETIREMENT BENEFITS.

                 6.1      Annuity Payment Date.  Any benefit due a
Participant, surviving spouse or other Beneficiary under this Article VI shall
begin no later than 60 days following the close of the Plan Year in which
occurs the later of:

                          6.1.1          the Participant's Normal Retirement
Date; or

                          6.1.2          the Participant's actual termination
of his employment,

unless the Participant, spouse or other Beneficiary elects, or the Committee
determines, otherwise.

                          Subject to Section 6.6, a Participant, spouse or
other Beneficiary may elect to have distribution made, or begin, later than a
date specified in Section 6.1.1 or Section 6.1.2





                                     - 15 -
   17
above, but in no event later than April 1 following the calendar year in which
the Participant reaches age 70-1/2, in the case of a 5% owner (as defined in
section 416(i) of the Code) of the Employer or, for any other Participant,
April 1 following the calendar year in which the Participant reaches age 70-1/2
or retires, whichever is later.

                 6.2      Normal Form of Retirement Benefit - Unmarried
Participants.  The normal form of retirement benefit for an unmarried
Participant shall be an annuity for the life of the Participant continuing
until the last payment due before his death.  Such a Participant may elect an
optional form of payment under Section 6.4.

                 6.3      Normal Form of Retirement Benefit - Married
Participants.  The normal form of retirement benefit for a married Participant
shall be a Qualified Joint and Survivor Annuity.  Such a Participant may elect
the normal form of benefit for an unmarried Participant under Section 6.2 or an
optional form of benefit under Section 6.4, if his spouse consents, in writing,
to such election pursuant to a procedure established by the Committee.

                 6.4      Optional Forms of Retirement Benefit Payment.
Subject to the spousal waiver provision described in Section 6.3, and in lieu
of a form of benefit payment provided for in Section 6.2 or Section 6.3, a
Participant may elect one of the following forms of benefit payment, each of
which shall be the Actuarial Equivalent, as defined in Section 1.3, of the
normal form of benefit payment for an unmarried Participant, as described in
Section 6.2:

                          6.4.1          For a married Participant, the form
of benefit described in Section 6.2;

                          6.4.2          A joint and survivor annuity
providing an annuity for the life of the Participant with either 50%, 66-2/3%
or 100% of such benefit (as elected by the Participant) continuing after his
death for the remaining lifetime of his Beneficiary; or

                          6.4.3          Any other form of benefit payment
approved by the Committee.

No period certain benefit may be elected for a period extending beyond the life
expectancy, on the Annuity Starting Date, of a Participant and his Beneficiary.
In addition, the Actuarial Equivalent present value of the benefit payable to
the Participant must be more than 50% of the Actuarial Equivalent present





                                     - 16 -
   18
value of the benefit payable to him and his Beneficiary unless his Beneficiary
is his spouse.

                 6.5      Qualified Joint and Survivor Annuity - Notice and
Election Procedures.

                          6.5.1          Initial Notice and Election.  At
least nine months before the date a married Participant becomes eligible to
elect an Early Retirement Date, or, in the case of a Participant who is
ineligible for an Early Retirement Date due to short service, nine months
before his Normal Retirement Date, the Committee shall supply such Participant
with a written explanation describing (A) the effect of the Qualified Joint and
Survivor Annuity and the effect of the other forms of benefit available to him
under the Plan, (B) the Participant's right to waive the Qualified Joint and
Survivor Annuity and his spouse s rights with respect to such waiver, and (C)
his rights during his election period, as defined in Section 6.5.2.  The
explanation shall advise the Participant that unless by the day before his
Annuity Starting Date he notifies the Committee in writing of an election to
receive a different form of benefit, and his spouse has consented, in writing,
to such alternate election, his benefit shall be paid in the Qualified Joint
and Survivor Annuity form.

                          6.5.2          Election Period; Extension of
Election Period.  A Participant's election period under this Section 6.5 shall
be the 90-day period ending on his Annuity Starting Date. If, by not later than
the day before his Annuity Starting Date, the Participant notifies the
Committee in writing of an election not to take the Qualified Joint and
Survivor Annuity, and his spouse has consented to such election, his benefit
shall be paid in the alternate form selected by the Participant.  However, if
by not later than the day before his Annuity Starting Date, the Participant
requests the Committee to furnish him with additional information relating to
the effect of the Qualified Joint and Survivor Annuity, the election period
under this Section 6.5.2 shall be extended and his Annuity Starting Date shall
be postponed to a date not later than 90 days following the furnishing to him
of the additional information.

                          6.5.3          Effect of Election.  An election
hereunder may be changed before a Participant's Annuity Starting Date but shall
become irrevocable upon a Participant's Annuity Starting Date.





                                     - 17 -
   19
                 6.6      Payment of Small Benefits.

                          6.6.1          Payment Before Annuity Starting
Date. The Committee may 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, Dependent Child or other Beneficiary before his or her applicable
Annuity Starting Date if that present value does not exceed $3,500, without the
consent of the Participant, surviving spouse, Dependent Child or other
Beneficiary.  If the Actuarial Equivalent present value exceeds $3,500, the
Committee may direct the Trustee to make a single payment to such former
Participant, surviving spouse, Dependent Child or other Beneficiary before the
applicable Annuity Starting Date, provided that the Participant or surviving
spouse consents in writing to the distribution pursuant to a procedure
established by the Committee.  No such consent shall be required if the
Participant is not married or if his Beneficiary is not his spouse.  Such
payment shall fully discharge all Plan liabilities with respect to such
benefit.

                          6.6.2          Payment After Annuity Starting Date.
The Committee may direct the Trustee to distribute the Actuarial Equivalent
present value of the benefit payable to any Participant, surviving spouse,
Dependent Child or other Beneficiary after the Participant's Annuity Starting
Date, provided that the Participant and the Participant's spouse, or if the
Participant is deceased, the surviving spouse, consent in writing to the
distribution.  No such consent shall be required if the Participant is not
married or if his Beneficiary is not his spouse.  Such payment shall fully
discharge all Plan liabilities with respect to such benefit.

                 6.7      Continued Employment After Normal Retirement Date;
Reemployed Participants.  Any Participant who (a) continues in employment after
his Normal Retirement Date, or (b) having terminated 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.  Such a
Participant shall be eligible to accumulate additional Credited Service up to
his Normal Retirement Date.  Upon retirement his benefit shall be recomputed
based upon his aggregate Credited Service.  In the case of a Participant who is
reemployed, retirement benefit payments shall be redetermined as of the
subsequent termination of employment in accordance with the form of benefit
payment in effect prior to the Participant's reemployment and adjusted to
reflect the increase, if any, in benefits attributable to Credited Service
after reemployment and





                                     - 18 -
   20
before his Normal Retirement Date.  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.

ARTICLE VII.  CONTRIBUTIONS.

                 7.1      Contributions to Meet Funding Standards.  The
Participating Employers shall make contributions to the Fund from time to time
to provide Plan benefits in amounts as determined by the Committee, with the
advice of the Plan's enrolled actuary, that are not less than the amount
necessary to prevent an accumulated funding deficiency, as defined in Section
412 of the Code.  However, the Participating Employers shall have no obligation
to make contributions to the Fund after the Plan has terminated, whether or not
benefits accrued before the date of termination have been fully funded, except
as required by law.

                 7.2      Time of Contributions.  Payment of the Participating
Employer's contribution to the Fund in accordance with Section 7.1 shall be
made within the time prescribed by the Code as the time within which
contributions must be made in order to constitute (a) a credit to the Plan's
minimum funding standard account (or alternative funding standard account) for
the Plan Year to which the contribution relates, and (b) an allowable Federal
income tax deduction for the taxable year for which the contribution is made.

                 7.3      Forfeitures.  Any forfeitures during a year arising
from a Participant's termination of employment or otherwise before the
termination of the Plan shall be used to reduce the Participating Employers'
contributions under the Plan for the following year and shall not increase any
benefit otherwise payable hereunder.

                 7.4      Irrevocability.  The Participating Employers shall
have no right, title or interest in the contributions made by them to the
Trustee and no part of the Fund shall revert to any Participating Employer
except that, after satisfaction of all liabilities of the Plan as set forth in
Section 9.3, any amount remaining shall revert to the Participating Employers.





                                     - 19 -
   21
ARTICLE VIII.  ADMINISTRATION.

                 8.1      Fiduciary Responsibility.  The Plan shall be
administered by the Committee, which shall be the Plan's "named fiduciary" and
"administrator," as those terms are defined by ERISA, and its agent designated
to receive service of process.  All matters relating to the administration of
the Plan, including the duties imposed upon the Plan administrator by law,
except those duties relating to the control or management of Plan assets, shall
be the responsibility of the Committee.  All matters relating to the control or
management of Plan assets shall, except to the extent delegated in accordance
with the trust agreement, be the sole and exclusive responsibility of the
Trustee.

                 8.2      Appointment and Removal of Committee.  The Committee
shall consist of three or more individuals 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.  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 members.

                 8.3      Compensation and Expenses of Committee.  Members of
the Committee who are employees of the Employer shall serve without
compensation.  Members of the Committee who are not employees of the Employer
may be paid reasonable compensation for services rendered to the Plan.  Such
compensation, if any, and all ordinary and necessary expenses of the Plan shall
be paid from the Fund unless paid by the Participating Employers.

                 8.4      Administrative Procedures.  The Committee may enact
such rules and regulations for the conduct of its business and for the
administration of the Plan as it shall deem necessary or appropriate.  The
Committee may act either at meetings at which a majority of its members are
present or by a writing signed by a majority of its members without the holding
of a meeting.  Records shall be kept of the actions of the Committee. No
Employee who is a Participant in the Plan shall vote upon, or take an active
role in resolving, any question affecting only his Accrued Benefit.





                                     - 20 -
   22

                 8.5      Exclusive Benefit Rule.  The Committee shall
administer the Plan for the exclusive benefit of Participants, their surviving
spouses, their Dependent Children and their other Beneficiaries.

                 8.6      Consultants.  The Committee may, and to the extent
necessary for the preparation of required reports shall, employ accountants,
actuaries, attorneys and other consultants or advisors.  The fees charged by
such accountants, actuaries, attorneys and other consultants or advisors shall
be paid from the Fund unless paid by the Participating Employers.

                 8.7      Method of Handling Plan Funds.  No Committee member
shall, at any time, handle any assets of the Fund, except that all payments to
the Fund shall be made by the officer of the Participating Employer charged
with that responsibility by such Participating Employer.  All payments from the
Fund shall be made by the Trustee.

                 8.8      Delegation and Allocation of Responsibility.  The
Committee, by unanimous action in writing, may delegate any Plan administrative
responsibility to any officer of any Participating Employer and may allocate
any of its responsibilities to one or more members of the Committee.  In the
event of any such delegation or allocation the Committee shall establish
procedures for the thorough and frequent review of the performance of such
duties.  Persons to whom responsibilities have been delegated may not delegate
to others any discretionary authority or discretionary control with respect to
the management or administration of the Plan.

                 8.9      Funding Policy and Method.  The Board of Directors
shall appoint a committee, which shall consist of members of the Board of
Directors, to:

                          8.9.1          establish and carry out a funding
policy and method consistent with the objectives of the Plan; and

                          8.9.2          establish and maintain a minimum
funding standard account, as defined in the Code, and, if appropriate, an
alternative minimum funding standard account, also as defined in the Code.  Not
later than the last day of each Plan Year the committee shall report to the
Board of Directors the amount of contribution necessary to prevent an
accumulated funding deficiency for that Plan Year.

                 8.10     Claims Procedure.  The Committee shall administer a
claims procedure as follows:





                                     - 21 -
   23
                          8.10.1         Initial Claim.  A Participant,
surviving spouse, Dependent Child or other Beneficiary who believes himself
entitled to benefits hereunder may claim those benefits by submitting to the
Committee a written notification of his claim of right to such benefits.

                          8.10.2         Appeal Procedure.  In the event that
the claim is wholly or partially denied, the Committee shall, within 90 days
(or in special cases, and upon prior written notice to the claimant, 180 days)
of receipt of the claim, inform the Participant, surviving spouse, Dependent
Child or other Beneficiary of the reason or reasons for the denial, the
specific reference to the Plan provisions on which the denial was based, any
additional information which may be necessary to perfect the claim, with
reasons therefor, and the procedure for reviewing the denial of the claim.  In
such case the Participant, surviving spouse, Dependent Child or other
Beneficiary or his representative shall have the opportunity to appeal to the
Committee for review thereof by requesting such review in writing to the
Committee.  The Participant, surviving spouse, Dependent Child, other
Beneficiary or his representative shall have a right to review all pertinent
documents and submit comments in writing.

                          8.10.3         Decision on Appeal.  No later than
60 days after its receipt of the request for review, the Committee shall render
a decision in writing, stating specific reasons therefor and citing specific
Plan references.  If special circumstances require extension, and upon prior
written notice to the claimant, the Committee's decision may be given within
120 days after receipt of the request for review.

ARTICLE IX.  AMENDMENT, TERMINATION AND MERGER.

                 9.1      Amendment of the Plan.  The Plan may be amended at
any time and from time to time by the Board of Directors, provided that no
amendment shall divest any vested interest of any Participant, surviving
spouse, Dependent Child 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, Dependent Children and other Beneficiaries.
In addition, effective August 1, 1984, 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.





                                     - 22 -
   24
                 9.2      Termination of the Plan.  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 9.3.  All such Participants' Accrued Benefits,
to the extent then funded, shall immediately vest and be nonforfeitable and the
Plan assets shall continue to be held for distribution as provided in Article
VI.  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.

                 9.3      Allocation of Assets on Termination of the Plan. If
any Participating Employer terminates the Plan with respect to some or all
Participants employed by it, the Committee shall first determine the date of
distribution, if any, and the value of Plan assets allocable to such
Participants.  Subject to provision for expense of administration of
liquidation, the Committee, with the advice of the Plan's enrolled actuary,
shall determine amounts allocable with respect to each affected Participant,
surviving spouse, Dependent Child and other Beneficiary.  Such allocation shall
be made among the affected Participants, surviving spouses, Dependent Children
and other Beneficiaries in the following order:

                          9.3.1          To that portion of a Participant's
benefit, if any, derived from his Accumulated Contributions;

                          9.3.2          In the case of benefits payable as
an annuity,

                                         9.3.2.1         if the benefit of a
                          Participant, surviving spouse, Dependent Child 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

                                         9.3.2.2         if a benefit (other 
                          than a benefit described in Section 9.3.2.1) 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





                                     - 23 -
   25
                          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 9.3.2.1, the lowest benefit in pay status during a
three year period shall be considered the benefit in pay status for such
period.

                          9.3.3          Any remaining assets shall be
allocated:

                                          9.3.3.1         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);

                                          9.3.3.2         to the additional 
                          benefits (if any) which would be determined under 
                          Section 9.3.3.1 if section 4022(b)(6) of ERISA did 
                          not apply;

                                          9.3.3.3         to all other 
                          nonforfeitable benefits under the Plan;

                                          9.3.3.4         to all benefits under 
                          the Plan; and

                                          9.3.3.5         to the Participating
                          Employer, if all liabilities of the Plan to
                          Participants, their surviving spouses, their
                          Dependent Children and their other Beneficiaries
                          have been satisfied and such distribution is not
                          prohibited by any provision of law.
                  
                          If the Fund is insufficient to provide in full for
any of the classes set forth above, the assets remaining shall be applied
proportionately among Participants, surviving spouses, Dependent Children 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.

                 9.4      Merger, Consolidation or Transfer of Assets or
Liabilities.  The Board of Directors reserves the right to merge or consolidate
the Plan with any other employee pension benefit plan qualified under section
401(a) of the Code, or to transfer Plan assets or liabilities to any other such
employee pension





                                     - 24 -
   26
benefit plan, provided that the benefit that would be payable to each
Participant in the event of a plan termination occurring immediately after any
such merger, consolidation or transfer of assets or liabilities shall be at
least equal to the benefit that would have been payable to such Participant in
the event of a plan termination immediately before such merger, consolidation
or transfer.

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, Dependent
Children 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,
Dependent Children 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, Dependent Children 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





                                     - 25 -
   27
Participating Employer shall no longer participate in the Plan, such
Participating Employer shall withdraw from the Plan in the manner provided in
Section 10.1 and Section 10.2 within six months after notice of such
determination is given.

                 10.4     Continuation of Plan.  Neither the withdrawal from
the Plan nor the termination thereof by a Participating Employer pursuant to
the provisions of Article IX and Article X shall affect in any manner the
continuance of the Plan with respect to any other Employer, and all the terms
and conditions of the Plan shall continue to be applicable to such Employer and
its Employees as if such withdrawal or termination had not taken place.

ARTICLE XI.  LIMITATIONS ON BENEFITS.

                 11.1     Code Section 415 Limit.

                          11.1.1        Primary Limit:  Effective for
Limitation Years beginning after June 30, 1983, in no case shall benefits with
respect to any Participant payable under this Plan and all other defined
benefit employee pension benefit plans sponsored by the Employer, when
expressed as an annual benefit in the form of a straight life annuity, exceed
the lesser of:

                                         11.1.1.1        $90,000 (or such 
                          greater amount after 1987 as may be prescribed 
                          under regulations issued by the United States 
                          Department of the Treasury under section 415(d) of 
                          the Code); or

                                         11.1.1.2        100% of the 
                          Participant's average annual compensation received 
                          during the three consecutive Plan Years of his 
                          participation during which he receives the greatest 
                          aggregate annual compensation,

                          multiplied by a fraction (that may not exceed one)
                          the numerator of which is the number of the
                          Participant's years of Credited Service and the
                          denominator of which is 10.  if a Participant's
                          benefit is payable as a Qualified Joint and Survivor
                          Annuity or if his Beneficiary under Section 6.4.2 is
                          his spouse, no adjustment of the foregoing
                          limitation shall be made.  In the case of any other
                          benefit payable under section 6.4, such benefit
                          shall be adjusted to an actuarially equivalent
                          straight life annuity before applying the limitation
                          of this Section 11.1.1, using an





                                     - 26 -
   28
                          interest rate equal to the greater of 5% or the
                          interest rate provided in Section 1.3.

                                         11.1.1.3        Section 11.1.1.2 
                          shall not operate to reduce any benefit of $10,000 
                          or less per year payable to a Participant who does 
                          not participate in a defined contribution employee
                          pension benefit plan to which the Employer
                          contributes.

                                         11.1.1.4        If a Participant was a
                          Participant in this Plan on July 1, 1982, Section
                          11.1.1 shall not reduce that Participant's benefit
                          below his Accrued Benefit determined as of September
                          30, 1983.

                          11.1.2         If a Participant retires either
before reaching age 62, or after reaching age 65, the limits of Section 11.1.1
shall be adjusted in accordance with regulations issued under section 415(b) of
the Code, (A) in the case of a benefit payable beginning before age 62, to an
amount which is not less than the equivalent of an annual benefit of $75,000
beginning at age 55 using an interest rate equal to the greater of 5% or the
interest rate provided in Section 1.2, and (B) in the case of a benefit payable
beginning after age 65, to an amount that is the equivalent of an annual
benefit of $90,000 beginning at age 65 using an interest rate equal to the
lesser of 5% or the interest rate provided in Section 1.3.

                           11.1.3        Combined Limit:  If a Participant in
the Plan is also a participant in any defined contribution employee pension
benefit plan (or, after December 31, 1985, a funded welfare plan as defined in
section 419(e) of the Code), maintained by the Employer, the sum of the defined
benefit fraction and the defined Contribution fraction shall not exceed one.

                                          11.1.3.1        Defined Benefit 
                                                          Fraction:
                           The defined benefit fraction for any Limitation Year
                           is a fraction (A) the numerator of which is the
                           Participant's projected annual benefit under the
                           Plan and all other defined benefit employee pension
                           benefit plans maintained by the Employer (determined
                           as of the close of the Limitation Year), and (B) the
                           denominator of which is the lesser of (i) $90,000 or
                           the applicable dollar limit for such Limitation Year
                           determined under Section 11.1.1.1 above, multiplied
                           by 1.25 (1.0 if Section B.5 of Appendix A applies),
                           or (ii) the Participant's average Compensation for
                           the





                                     - 27 -
   29
                      three consecutive calendar years of active
                      participation that produce the highest average,
                      multiplied by 1.4.

                                     11.1.3.2        Defined Contribution
                      Fraction:  The defined contribution fraction for any
                      year is a fraction (A) the numerator of which is the
                      total of the annual additions to the Participant's
                      account for the Limitation Year and all prior
                      Limitation Years under all defined contribution
                      employee pension benefit plans maintained by the
                      Employer (and, after December 31, 1985, all funded
                      welfare benefit plans, as defined in section 419(e)
                      of the Code, maintained by the Employer) and (B) the
                      denominator of which is the lesser of the following
                      amounts determined for such Limitation Year and for
                      each prior Limitation Year during which the Employee
                      was employed by the Employer (regardless of whether
                      any defined contribution plan was in existence
                      during those years).

                                                    (i)     $30,000, or the 
                      applicable limit for each such Limitation Year, 
                      multiplied by 1.25 (1.0 if Section B.5 of Appendix 
                      A applies) , or

                                                   (ii)    35% of the 
                      Participant's Compensation for each such 
                      Limitation Year.

                                     11.1.3.3        Transitional Rule:  
                      The denominator of the defined contribution fraction
                      under Section 11.1.3.2 above for all Limitation
                      Years ending before January 1, 1983 shall, at the
                      Committee's election and provided the plan in
                      question existed on or before July 1, 1982, be:

                                                    (i)     the maximum 
                      annual additions to the Participant's accounts 
                      under all defined contribution employee pension 
                      benefit plans maintained by the Employer that 
                      could have been made under the primary limit 
                      applicable to such plans for all Limitation Years 
                      ending on or before December 31, 1982, multiplied 
                      by

                                                   (ii)    A fraction, 
                      (1) the numerator of which is the lesser of 
                      $51,875 or 35% of the Participant's 1981 
                      Compensation and (2) the





                                     - 28 -
   30
                         denominator of which is the lesser of $41,500 or 
                         25% of the Participant's 1981 Compensation.

                         11.1.4         Definition of Compensation.  Solely
for purposes of this Section 11.1 and Appendix A, the term "compensation" means
a Participant's earned income, wages, salaries, fees for professional services
and other amounts received for personal services actually rendered in the
course of employment with the Employer (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips and bonuses),
and excluding the following:

                                        11.1.4.1        Employer contributions 
                         to a plan of deferred compensation that are not
                         includable in the Employee's gross income for the
                         taxable year in which contributed, or employer
                         contributions under a simplified employee pension
                         plan to the extent such contributions are deductible
                         by the employee, or any distributions from a plan of
                         deferred compensation;

                                        11.1.4.2        amounts realized from 
                         the exercise of a non-qualified stock option, or 
                         when restricted stock (or property) held by the 
                         Employee either becomes freely transferable or is 
                         no longer subject to a substantial risk of 
                         forfeiture;

                                        11.1.4.3        amounts realized 
                         from the sale, exchange or other disposition of 
                         stock acquired under a qualified Stock Option; and

                                        11.1.4.4        other amounts that 
                         received special tax benefits, or contributions 
                         made by the Employer (whether or not under a salary 
                         reduction agreement) towards the purchase of an 
                         annuity described in section 403(b) of the Code 
                         (whether or not the amounts are actually excludable 
                         from the gross income of the Employee).

For purposes of applying the limitations of this Section 11.1, compensation for
a Limitation Year is the compensation actually paid or includable in gross
income during such year.





                                     - 29 -
   31
                 11.2      Temporary Limitations.

                           11.2.1         In the event that the Plan is
terminated or the full current costs thereof applicable to the first 10 years
following a Commencement Date, as hereinafter defined, have not been met at any
time, the benefit provided under the Plan that any of the 25 Highest Paid
Employees, as hereinafter defined, may receive shall not exceed those that can
be provided from Employer contributions not in excess of the largest of the
following amounts:

                                          11.2.1.1        the Participating 
                           Employer contributions (or funds attributable 
                           thereto) that would have been applied to provide 
                           the benefits for the Employees if the Plan as in 
                           force on the date preceding any Commencement Date 
                           had been continued without change,

                                          11.2.1.2        $20,000,

                                          11.2.1.3        the sum of (i) the
                           Participating Employer contributions (or funds
                           attributable thereto), that would have been applied
                           to provide the benefits for the Employees if the
                           Plan as in effect on the preceding Commencement Date
                           had been terminated on that day, plus (ii) an amount
                           computed by multiplying the number of years in the
                           period for which the current costs of the Plan on
                           and after any applicable Commencement Date are met
                           by 20% of the first $50,000 of the Employee's
                           average annual compensation during such period, or

                                          11.2.1.4        with respect to an 
                           Employee who is one of the 25 Highest Paid Employees 
                           and who is also a substantial owner, as defined in 
                           section 4022(b)(5) of ERISA, the present value of 
                           the benefit guaranteed for such Employee under 
                           section 4022 of ERISA; or, with respect to an 
                           Employee who is one of the 25 Highest Paid Employees 
                           but not a substantial owner as defined in section 
                           4022(b)(5) of ERISA, the present value of the 
                           maximum benefit described in section 4022(b)(3)(B) 
                           of ERISA.

                           11.2.2         These conditions shall not restrict
the current payment of full pension benefits called for by the Plan for any
Participant, retired Participant, spouse, Dependent Child or other Beneficiary
while the Plan is in full effect and its





                                     - 30 -
   32
full current costs have been met.  In the event that any funds are released by
operation of the restrictions set forth in this Section 11.2, they shall be
used to reduce subsequent contributions of the Participating Employers to the
Plan, but if a Participating Employer has ceased contributions, they shall be
used for the benefit of Employees, other than the 25 Highest Paid Employees.
The term "25 Highest Paid Employees" means the 25 highest paid Employees of the
Participating Employers, treated for this purpose as a single employer, as of
the applicable Commencement Date, including any such highly paid employees who
are not Participants, but excluding any Employees whose annual benefit will not
exceed $1,500.  The term "Commencement Date" means the effective date of any
amendment to the Plan that substantially increases the benefits payable under
the Plan or otherwise substantially increases the possibility of discrimination
in favor of the 25 Highest Paid Employees upon the Plan's termination.  The
extension of the Plan by action of the Board of Directors to a group of
employees not previously covered hereunder shall not constitute an amendment of
the Plan, but the effective date of such extension shall constitute a
Commencement Date for that group only.

                           11.2.3         In the event that it should be
determined by statute or by ruling of the Internal Revenue Service that the
provisions of this Section 11.2 are no longer necessary to qualify the Plan
under the Code, this Section 11.2 shall become ineffective.


ARTICLE XII.  MISCELLANEOUS.

                 12.1      Limited Purpose of Plan.  The establishment or
existence of the Plan shall not confer upon any employee the right to be
continued as an employee.  Each Employer expressly reserves the right to
discharge any employee whenever in its judgment its best interests so require.

                 12.2      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.

                 12.3      Facility of Payment.  If the Committee, in its sole
discretion, deems a Participant, surviving spouse, Dependent Child or other
Beneficiary who is entitled to receive any payment hereunder to be incompetent
to receive the same by reason of age,





                                     - 31 -
   33
illness or any infirmity or incapacity of any kind, the Committee may direct
the Trustee to apply such payment directly for the benefit of such person, or
to make payment to any person Selected by the Committee to disburse the same
for the benefit of the Participant, surviving Spouse, Dependent Child 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 Trustee and the Fund to the person for whose benefit the
payments are made.

                 12.4      Impossibility of Diversion.

                         12.4.1         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, Dependent Children 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, Dependent Children, or other Beneficiaries under the Plan or
the payment of reasonable expenses of the administration of the Plan.

                         12.4.2         Special Rule; Return of Contributions.  
It  is intended that the Plan and the Fund shall continue to qualify under 
Section 401(a) of the Internal Revenue Code.  Therefore, Section 12.4.1 shall 
be subject to the following provisions:
         
                                        12.4.2.1        If the Internal 
                         Revenue Service finally determines that the Plan 
                         as amended effective July 1, 1985 is not qualified 
                         under Section 401 (a) of the Internal Revenue Code, 
                         the Participating Employed contributions after such
                         date, adjusted for expenses, payments and earnings,
                         if any, shall be returned by the Trustee to each of
                         the Participating Employers by which paid.
         
                                        12.4.2.2        If the Internal 
                         Revenue Service rules that the Plan does not 
                         constitute a qualified plan for any Plan Year, 
                         there shall be returned to the Participating 
                         Employer upon demand by the Committee any 
                         contribution made by the Participating Employer 
                         with respect to any year in which qualified status 
                         is denied, provided that demand is made by the 
                         Committee and refund is made by the Trustee within 
                         one year of the date of denial of qualification of 
                         the Plan.
         
         
         
         
         
                                     - 32 -
   34
                                          12.4.2.3        In the case of a
                           contribution that 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.

                 12.5      Provisions Relating to Top-Heavy Plan.
Notwithstanding anything in the Plan to the contrary, if the Plan is determined
to be a Top-Heavy Plan within the meaning of Section A.14 of Appendix A and
section 416(g) of the Code for any Plan Year beginning after December 31, 1983,
then the Plan shall meet the requirements of Sections B.1 through B.5 of
Appendix A for any such Plan Year.

                 12.6      Unclaimed Benefits.  If a Participant, surviving
spouse, Dependent Child or other Beneficiary to whom a benefit is payable under
the Plan cannot be located following a reasonable effort to do so by the
Committee, such benefit shall be forfeited but shall be reinstated if a claim
therefor is filed by the Participant, surviving spouse, Dependent Child or
other Beneficiary.

                 12.7      Contingent Effectiveness of Plan Amendment and
Restatement.  The effectiveness of this amendment and restatement of the Plan
shall be subject to and contingent upon a determination by the District
Director of Internal Revenue that the Plan and Trust continue to meet the
requirements for qualification under sections 401(a) and 501 ( ) of the Code.
If the District Director determines that the amendment and restatement does
adversely affect the prior qualification of the Plan and Trust 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.





                                     - 33 -
   35
                 To record the adoption of this amendment and restatement of
the Plan, Teleflex Incorporated has caused its authorized officers to affix its
corporate name and seal this 30th day of October, 1985.


[CORPORATE SEAL]                           TELEFLEX INCORPORATED


Attest:                                    By:      
        ----------------------                 ------------------------





                                     - 34 -
   36

                             TELEFLEX INCORPORATED
                        SALARIED EMPLOYEES' PENSION PLAN
                                   APPENDIX A
                               TOP-HEAVY APPENDIX

ARTICLE A.  TOP-HEAVY PLAN DEFINITIONS.

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

                 A.1       "Account Balance" means the sum of:

                           A.1.1  the present value, as of the Top-Heavy
Valuation Date, of a Participant's Accrued Benefit under the Plan, determined
in the same manner as Actuarial Equivalent forms of benefit are determined
under the Plan;

                           A.1.2  the balance, as of the Top-Heavy Valuation
Date, standing to the credit of a Participant (including a Beneficiary of such
Participant) in any Defined Contribution Plan maintained by the Employer,
including COntributions that would be allocated as of the Top-Heavy Valuation
Date, even though these amounts are not yet required to be contributed, and any
contribution attributable (A) to a plan-to-plan transfer or rollover
contribution from another qualified employee pension benefit plan or a rollover
individual retirement account, accepted before January 1, 1984, or (B) a
related plan-to-plan transfer or rollover individual retirement account; and

                           A.1.3  the aggregate distributions made with respect
to such Participant (including a Beneficiary of such Participant) under the
Plan during the five-year period ending on the Determination Date.  If a
distribution is made in the form of an annuity contract, the amount of such
distribution shall be equal to the actuarial value of the contract, determined
on the date of the distribution.  Benefits paid on account of death shall only
be included to the extent of the present value of the decedent's Accrued
Benefit immediately prior to death.

The term "Account Balance" shall not include any amount held or distributed on 
behalf of any Participant who is a Former Key Employee, or who has not received
compensation from the Employer (other than benefits under qualified plans      
maintained by the                                                              
                                                                               





   37
Employer) at any time during the five-year period ending on
the Determination Date or any amount attributable to qualified voluntary
employee contributions (within the meaning of Code section 219(e)(2)).

                 A.2       "Aggregation Group" means:

                           A.2.1  a Required Aggregation Group, or

                           A.2.2  a Permissive Aggregation Group.

                 A.3       "Defined Benefit Plan" means any tax-qualified
employee pension benefit plan that is not a Defined Contribution Plan.

                 A.4       "Defined Contribution Plan" means a tax-qualified
employee pension benefit plan that provides for an individual account for each
eligible employee and for benefits based solely on the amount contributed to
the eligible employee's account, and any income, expenses, gains and losses,
and any forfeitures of accounts of other eligible employees that may be
allocated to such eligible employee's account.

                 A.5       "Determination Date" means:

                           A.5.1  if the Plan is not included in an Aggregation
Group, the last day of the preceding Plan Year; or

                           A.5.2  if the Plan is included in an Aggregation
Group, the Determination Date as determined under Section A.5.1 that falls
within the same calendar year of each other plan included in such Aggregation
Group.

                 A.6       "Employer" means the Employer as defined in Section
1.16 of the Plan.

                 A.7       "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.

                 A.8       "Key Employee" means an employee of the Employer
(including a deceased former employee), with respect to the Plan Year, who at
any time during the Plan Year that includes the Determination Date or any of
the four preceding Plan Years is (or was):

                           A.8.1          an officer of the Employer having 
annual compensation greater than 150% of the amount in effect under Code





                                     - 2 -
   38
section 415(c)(1)(A) for any such Plan Year, provided that in no event shall
the number of individuals treated as officers exceed 50 employees, or, if
lesser, the greater of:

                                          A.8.1.1  three employees, or

                                          A.8.1.2  10% Of the total number of 
                           employees.

If more than the maximum number of employees who may be treated as officers are
officers, only those officers who had the largest annual compensation in any
one of the five Plan Years ending on the Determination Date shall be treated as
officers.

                           A.8.2  one of the 10 Employees having annual
compensation from the Employer of more than the maximum dollar limitation of
Code section 415(c)(1)(A) and owning (or considered as owning within the
meaning of Code section 318) the largest interest in the Employer, provided
that such interest is more than 0.5% of the ownership interest in the Employer.
If an Employee's ownership interest changes during a Plan Year, his ownership
interest for the year is the largest interest owned at any time during the
year.  If two Employees have the same ownership interest in the Employer during
the five Plan Years ending on the Determination Date, the Employee having the
larger annual Compensation from the Employer for the Plan Year during any part
of which that ownership interest existed shall be treated as having a larger
interest.

                           A.8.3  if the Employer is a corporation, an 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 more than 5% of
the total combined voting power of all stock of the Employer; if the Employer
is not a corporation, an Employee who owns more than 5% of the capital or
profits interest in the Employer; or

                           A.8.4  person who has annual compensation from the
Employer of more than $150,000 and who would be described in Section A.8.3 if
"1%" were substituted for "5%" each time it appears in Section A.8.3.

For purposes of this Section A.8, section 318(a)(2)(C) of the Code shall be
applied by substituting "5%" for "50%".  In addition, for purposes of
determining ownership in the Employer under this Section A.8, Section A.6 shall
not apply.





                                     - 3 -
   39
                 A.9       "Non-Key Employed" 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.

                 A.10      "Permissive Aggregation Group" means:

                           A.10.1         each plan of the Employed included
in a Required Aggregation Group; and

                           A.10.2         each other plan of the Employed if
the group of plans consisting of such plan and the plan or plans described in
Section A.10.1, when considered as a single plan, meets the requirements of
section 401(a)(4) and section 410 of the Code.

                 A.11      "Required Aggregate Group" means:

                           A.11.1         each plan of the Employer in which a
Key Employee was an eligible employee during the five Plan Years ending on the
Determination Date; and

                           A.11.2         each other plan of the Employer
which enables any plan described in Section A.11.1 to meet the requirements of
section 401(a)(4) or section 410 of the Code.

                 A.12      "Super Top-Heavy Plan" means the Plan if it would be
a Top-Heavy Plan if "90%" were substituted for "60%" each time it appears in
Section A.13 and Section A.14.

                 A.13      "Top-Heavy-Group" means an Aggregation Group in
which, as of the Determination Date, the sum of:

                           A.13.1         the aggregate of the Account
Balances of Key Employees under all Defined Contribution Plans included in such
Aggregation Group, and

                           A.13.2         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.

                 A.14      "Top-Heavy-Plan" means the Plan, if as of the
Determination Date:

                           A.14.1         the aggregate of the Account
Balances of Participants who are Key Employees exceeds 60% of the aggregate of
the Account Balances of all Participants; or





                                     - 4 -
   40
                           A.14.2         the Plan is part of a Required
Aggregation Group which is a Top-Heavy Group.

Notwithstanding Section A.14.1 and Section A.14.2, the Plan shall not be
considered a Top-Heavy Plan for any Plan Year in which the Plan is a part of a
Required Aggregation Group or a Permissive Aggregation Group which is not a
Top-Heavy Group.

                 A.15      "Top-Heavy Valuation Date" means the Determination
Date.

ARTICLE B.  PROVISIONS RELATING TO TOP-HEAVY PLAN.

                 Notwithstanding anything in the Plan to the contrary, if the
Plan is a Top-Heavy Plan within the meaning of Section A.14 and section 416(g)
of the Code for any Plan Year beginning after December 31, 1983, then the Plan
shall meet the requirements of Section B.1, Section B.2, Section B.3 and
Section B.4 for each such Plan Year.  If the Plan is a Super Top-Heavy Plan
within the meaning of Section A.12 for any Plan Year, then in addition to
meeting the requirements of Sections B.1 through B.4, it shall also meet the
requirements of Section B.5.

                 B.1       Minimum Vesting Requirement.  The vested interest of
a Participant who receives Credited Service after the Plan becomes a Top-Heavy
Plan will be determined under a schedule which is not less favorable to the
Participant than the following:



                 Years of Continuous Service
                      As Defined in Plan
                          Section 1.9                       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 but less than six                           80%
                 Six or more                                     100%


                 B.2       Minimum Benefit or Contribution Requirement.

                           B.2.1  The Plan shall provide a minimum annual
retirement benefit for such Plan Year for each Participant who is a Non-Key
Employee in an amount equal to 2% of such Participant's





                                     - 5 -
   41
average Compensation for the period of consecutive years (not exceeding five)
during which the Participant had the greatest aggregate Compensation from the
Employer, multiplied by the Participant's years of Credited Service; not to
exceed 10.  Such minimum annual retirement benefit shall be increased to 3% of
such Participant's average Compensation for the period of consecutive years
(not exceeding five) during which the Participant has the greatest aggregate
Compensation from the Employer, multiplied by the Participant's years of
Credited Service, not to exceed 10, for any Plan Year in which the Employer
maintains a Defined Contribution Plan if necessary to avoid the application of
Code section 416(h)(1), relating to special adjustments to Code section 415
limits for Top-Heavy Plans, if the adjusted limitations of Code section
41(h)(1) would otherwise be exceeded if such minimum contribution is not so
increased.

                           B.2.2  The minimum benefit or contribution shall be
made for each Non-Key Employee regardless of such Non-Key Employee's level of
Compensation.

                 B.3       Maximum Compensation Limitation.  The annual
Compensation of each Participant under the Plan for such Plan Year shall not
exceed the first $200,000 of such Participant's compensation; provided,
however, that such dollar limitation shall be adjusted to take into account any
adjustments made under regulations prescribed by the United States Department
of the Treasury pursuant to section 416(d)(2) of the Code.

                 B.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 B.1 shall continue to apply in determining the vested
percentage of the Accrued Benefit of any Participant who had at least five
years of Credited 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 B.1 shall apply only to their Accrued Benefit as of such last day.

                 B.5       Adjustment for Super Top-Heavy Plan.  If the Plan is
a Super Top-Heavy Plan for any Plan Year, then for purposes of Plan Section
11.1.3, the defined Contribution fraction and the defined benefit fraction
shall be adjusted in the manner described in Code section 416(h)(1).

                 B.6       Definition of Compensation.  For purposes of this
Appendix A, the term "compensation" shall have the meaning prescribed in Plan
Section 11.1.4.





                                     - 6 -
   42
                             TELEFLEX INCORPORATED
                        SALARIED EMPLOYEES' PENSION PLAN
                                   APPENDIX B
                            PARTICIPATING EMPLOYERS
                            -----------------------



Name of Participating                              Effective Date of
Employer in Plan                                   Participation in Plan
----------------                                   ---------------------
                                                
Teleflex Incorporated                               July 1, 1966
                                                   
Sermatech Incorporated                              July 1, 1976
                                                   
A.H. Surprenant, Inc.                               July 1, 1980
                                                   
Hoover Electric Company                             July 1, 1980
                                                   
Teleflex Fluid Systems, Inc.                        July 1, 1982
                                                   
Aries Medical Inc.                                  July 1, 1984
                                                   
Gator-Gard Incorporated                             July 1, 1984
                                                   
Tact Inc.                                           July 1, 1984
                                                   
TFX Medical Incorporated                            July 1, 1984
                                           
   43
                             TELEFLEX INCORPORATED
                        SALARIED EMPLOYEES' PENSION PLAN
                                   APPENDIX C
                             ACTUARIAL ASSUMPTIONS

                 The UP-1984 Mortality Table, unrated for the employee and set
back three years for the co-pensioner, with interest at the rate of 9% per
annum compounded annually, shall be used in determining actuarial equivalency;
provided however that in no event will an actuarially equivalent amount as to
any Participant on any given date which falls on or after August 1, 1983 be
less than the product of the Participant's accrued monthly pension as of August
1, 1983 and the appropriate factor from the actuarial equivalency tables which
were in use on July 31, 1983, specifically the Basic (Unloaded) Group Annuity
Table for 1951 projected to 1965 by Scale C and rated back five years for
females, and 9% interest compounded annually.
   44


                                                         TELEFLEX SALARIED

             TABLE OF FACTORS TO CONVERT AN AMOUNT OF PENSION PAYABLE TO AN EMPLOYEE FOR LIFE WITH 5 YEARS CERTAIN TO
          AN ACTUARIALLY EQUIVALENT AMOUNT OF PENSION PAYABLE TO THE EMPLOYEE FOR LIFE WITH 66-2/3% OF THE PENSION AMOUNT
     PAYABLE TO THE EMPLOYEE CONTINUED TO THE EMPLOYEE'S SPOUSE FOR THE PERIOD, IF ANY, THAT THE SPOUSE SURVIVES THE EMPLOYEE
     ------------------------------------------------------------------------------------------------------------------------

    Spouse's Age
 Nearest Birthday
  In Relation To                                      Employee's Age Nearest Birthday
  Employee's Age  ---------------------------------------------------------------------------------------------------------
 Nearest Birthday   60       61       62       63       64       65       66       67       68       69       70       71  
 ---------------- ------   ------   ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
                                                                                    
20 Years Younger  0.8458   0.8388   0.8317   0.8245   0.8174   0.8103   0.8033   0.7961   0.7889   0.7816   0.7743   0.7671
19 Years Younger  0.8479   0.8410   0.8341   0.8271   0.8202   0.8133   0.8065   0.7996   0.7926   0.7855   0.7784   0.7714
18 Years Younger  0.8493   0.8426   0.8358   0.8291   0.8223   0.8157   0.8090   0.8024   0.7956   0.7887   0.7818   0.7750
17 Years Younger  0.8519   0.8454   0.8388   0.8323   0.8258   0.8193   0.8129   0.8065   0.7999   0.7933   0.7867   0.7802
16 Years Younger  0.8538   0.8475   0.8411   0.8348   0.8285   0.8223   0.8161   0.8099   0.8035   0.7971   0.7908   0.7846
                                                                                                                           
15 Years Younger  0.8559   0.8497   0.8436   0.8374   0.8314   0.8254   0.8195   0.8134   0.8073   0.8012   0.7951   0.7892
14 Years ounger   0.8581   0.8521   0.8462   0.8403   0.8344   0.8287   0.8230   0.8172   0.8113   0.8054   0.7996   0.7939
13 Years Younger  0.8605   0.8547   0.8489   0.8433   0.8377   0.8322   0.8267   0.8211   0.8155   0.8098   0.8043   0.7989
12 Years Younger  0.8634   0.8578   0.8523   0.8468   0.8415   0.8363   0.8310   0.8257   0.8204   0.8150   0.8097   0.8047
11 Years Younger  0.8665   0.8611   0.8558   0.8506   0.8456   0.8406   0.8356   0.8306   0.8255   0.8204   0.8155   0.8108
                                                                                                                           
10 Years Younger  0.8687   0.8636   0.8585   0.8536   0.8488   0.8440   0.8393   0.8345   0.8296   0.8248   0.8203   0.8159
 9 Years Younger  0.8711   0.8661   0.8613   0.8566   0.8520   0.8475   0.8430   0.8384   0.8338   0.8293   0.8251   0.8211
 8 Years Younger  0.8750   0.8703   0.8658   0.8613   0.8570   0.8528   0.8486   0.8443   0.8401   0.8360   0.8321   0.8285
 7 Years Younger  0.8782   0.8737   0.8694   0.8653   0.8612   0.8573   0.8533   0.8494   0.8455   0.8417   0.8382   0.8350
 6 Years Younger  0.8803   0.8761   0.8720   0.8681   0.8643   0.8606   0.8569   0.8532   0.8496   0.8461   0.8430   0.8402
                                                                                                                           
 5 Years Younger  0.8840   0.8800   0.8762   0.8726   0.8691   0.8657   0.8623   0.8589   0.8556   0.8526   0.8498   0.8474
 4 Years Younger  0.8880   0.8843   0.8808   0.8775   0.8743   0.8711   0.8681   0.8651   0.8622   0.8595   0.8571   0.8551
 3 Years Younger  0.8909   0.8875   0.8843   0.8813   0.8783   0.8754   0.8726   0.8699   0.8673   0.8649   0.8629   0.8612
 2 Years Younger  0.8945   0.8914   0.8885   0.8857   0.8830   0.8804   0.8779   0.8755   0.8733   0.8712   0.8695   0.8682
 1 Year  Younger  0.8983   0.8954   0.8928   0.8903   0.8879   0.8856   0.8834   0.8813   0.8794   0.8777   0.8763   0.8753
                                                                                                                           
    Same Age      0.9022   0.8997   0.8973   0.8950   0.8929   0.8909   0.8890   0.8872   0.8855   0.8841   0.8830   0.8823
                                                                                                                           
 1 Year  Older    0.9056   0.9034   0.9013   0.8993   0.8974   0.8956   0.8940   0.8925   0.8911   0.8899   0.8891   0.8888
 2 Years Older    0.9090   0.9070   0.9051   0.9033   0.9017   0.9001   0.8987   0.8974   0.8962   0.8953   0.8949   0.8950
 3 Years Older    0.9131   0.9113   0.9097   0.9081   0.9067   0.9054   0.9042   0.9032   0.9022   0.9017   0.9017   0.9023
 4 Years Older    0.9170   0.9155   0.9140   0.9127   0.9115   0.9104   0.9093   0.9085   0.9079   0.9078   0.9082   0.9093
 5 Years Older    0.9217   0.9203   0.9191   0.9180   0.9169   0.9160   0.9152   0.9147   0.9146   0.9150   0.9159   0.9175
                                                                                                                           
 6 Years Older    0.9262   0.9250   0.9239   0.9229   0.9220   0.9213   0.9208   0.9207   0.9210   0.9218   0.9232   0.9252
 7 Years Older    0.9300   0.9290   0.9280   0.9272   0.9264   0.9260   0.9259   0.9262   0.9270   0.9282   0.9300   0.9325
 8 Years Older    0.9338   0.9329   0.9320   0.9313   0.9308   0.9307   0.9310   0.9318   0.9329   0.9345   0.9367   0.9395
 9 Years Older    0.9376   0.9367   0.9360   0.9354   0.9353   0.9355   0.9363   0.9374   0.9388   0.9408   0.9433   0.9465
10 Years Older    0.9419   0.9411   0.9406   0.9404   0.9406   0.9413   0.9425   0.9439   0.9457   0.9480   0.9509   0.9543

11 Years Older    0.9445   0.9439   0.9437   0.9438   0.9443   0.9454   0.9468   0.9485   0.9506   0.9531   0.9561   0.9598
12 Years Older    0.9474   0.9470   0.9470   0.9475   0.9484   0.9497   0.9514   0.9533   0.9557   0.9584   0.9617   0.9655
13 Years Older    0.9522   0.9522   0.9526   0.9534   0.9547   0.9563   0.9582   0.9604   0.9630   0.9660   0.9696   0.9736
14 Years Older    0.9555   0.9558   0.9565   0.9576   0.9591   0.9608   0.9630   0.9654   0.9682   0.9714   0.9750   0.9790
15 Years Older    0.9575   0.9581   0.9590   0.9603   0.9619   0.9638   0.9661   0.9687   0.9716   0.9749   0.9784   0.9824
                                                                                                                           
16 Years Older    0.9619   0.9628   0.9640   0.9654   0.9672   0.9693   0.9719   0.9748   0.9778   0.9811   0.9847   0.9890
17 Years Older    0.9662   0.9673   0.9686   0.9702   0.9721   0.9745   0.9772   0.9802   0.9833   0.9866   0.9903   0.9948
18 Years Older    0.9690   0.9701   0.9716   0.9732   0.9754   0.9779   0.9807   0.9836   0.9866   0.9900   0.9939   0.9985
19 Years Older    0.9716   0.9729   0.9743   0.9762   0.9785   0.9811   0.9838   0.9867   0.9897   0.9932   0.9973   1.0020
20 Years Older    0.9750   0.9764   0.9781   0.9802   0.9826   0.9852   0.9879   0.9908   0.9940   0.9977   1.0020   1.0070
                                                                                                                  

    Spouse's Age
 Nearest Birthday
  In Relation To    Employee's Age Nearest Birthday
  Employee's Age   ---------------------------------
 Nearest Birthday    72       73       74       75
 ----------------  ------   ------   ------   ------
                                  
20 Years Younger   0.7599   0.7530   0.7465   0.7402
19 Years Younger   0.7646   0.7579   0.7516   0.7457
18 Years Younger   0.7685   0.7621   0.7561   0.7505
17 Years Younger   0.7739   0.7679   0.7622   0.7569
16 Years Younger   0.7786   0.7728   0.7675   0.7626
                  
15 Years Younger   0.7834   0.7780   0.7730   0.7686
14 Years ounger    0.7885   0.7834   0.7788   0.7748
13 Years Younger   0.7938   0.7891   0.7849   0.7812
12 Years Younger   0.8000   0.7957   0.7919   0.7887
11 Years Younger   0.8065   0.8026   0.7993   0.7965
                  
10 Years Younger   0.8120   0.8085   0.8056   0.8033
 9 Years Younger   0.8175   0.8144   0.8120   0.8100
 8 Years Younger   0.8254   0.8228   0.8208   0.8193
 7 Years Younger   0.8323   0.8302   0.8286   0.8276
 6 Years Younger   0.8378   0.8361   0.8348   0.8341
                  
 5 Years Younger   0.8455   0.8441   0.8433   0.8429
 4 Years Younger   0.8536   0.8526   0.8521   0.8522
 3 Years Younger   0.8601   0.8593   0.8592   0.8597
 2 Years Younger   0.8674   0.8670   0.8673   0.8685
 1 Year  Younger   0.8747   0.8748   0.8757   0.8775
                  
    Same Age       0.8821   0.8827   0.8841   0.8866
                  
 1 Year  Older     0.8891   0.8903   0.8924   0.8954
 2 Years Older     0.8958   0.8975   0.9001   0.9037
 3 Years Older     0.9037   0.9060   0.9092   0.9133
 4 Years Older     0.9112   0.9140   0.9176   0.9222
 5 Years Older     0.9199   0.9232   0.9274   0.9323
                  
 6 Years Older     0.9281   0.9318   0.9362   0.9414
 7 Years Older     0.9357   0.9398   0.9445   0.9500
 8 Years Older     0.9431   0.9474   0.9524   0.9583
 9 Years Older     0.9502   0.9548   0.9601   0.9662
10 Years Older     0.9584   0.9632   0.9688   0.9751

11 Years Older     0.9641   0.9691   0.9747   0.9811
12 Years Older     0.9699   0.9749   0.9807   0.9873
13 Years Older     0.9781   0.9833   0.9894   0.9964
14 Years Older     0.9836   0.9889   0.9952   1.0026
15 Years Older     0.9871   0.9926   0.9991   1.0067
                  
16 Years Older     0.9939   0.9998   1.0067   1.0147
17 Years Older     1.0000   1.0062   1.0133   1.0216
18 Years Older     1.0039   1.0103   1.0177   1.0262
19 Years Older     1.0075   1.0141   1.0217   1.0303
20 Years Older     1.0128   1.0197   1.0275   1.0363
          

BASIS: 9.00%, UP84(0, -3)                                            12-MAY-1992
   45


                                                         TELEFLEX SALARIED

             TABLE OF FACTORS TO CONVERT AN AMOUNT OF PENSION PAYABLE TO AN EMPLOYEE FOR LIFE WITH 5 YEARS CERTAIN TO
            AN ACTUARIALLY EQUIVALENT AMOUNT OF PENSION PAYABLE TO THE EMPLOYEE FOR LIFE WITH 50% OF THE PENSION AMOUNT
     PAYABLE TO THE EMPLOYEE CONTINUED TO THE EMPLOYEE'S SPOUSE FOR THE PERIOD, IF ANY, THAT THE SPOUSE SURVIVES THE EMPLOYEE
     ------------------------------------------------------------------------------------------------------------------------

    Spouse's Age
 Nearest Birthday
  In Relation To                                         Employee's Age Nearest Birthday
  Employee's Age  ---------------------------------------------------------------------------------------------------------
 Nearest Birthday   60       61       62       63       64       65       66       67       68       69       70       71  
 ---------------- ------   ------   ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
                                                                                    
20 Years Younger  0.8829   0.8775   0.8720   0.8666   0.8611   0.8558   0.8504   0.8450   0.8396   0.8341   0.8286   0.8232
19 Years Younger  0.8846   0.8793   0.8740   0.8687   0.8635   0.8583   0.8532   0.8480   0.8427   0.8374   0.8321   0.8270
18 Years Younger  0.8857   0.8806   0.8755   0.8703   0.8653   0.8603   0.8553   0.8503   0.8452   0.8401   0.8350   0.8301
17 Years Younger  0.8878   0.8829   0.8779   0.8730   0.8681   0.8633   0.8586   0.8538   0.8489   0.8440   0.8392   0.8345
16 Years Younger  0.8894   0.8846   0.8798   0.8750   0.8704   0.8658   0.8612   0.8566   0.8520   0.8473   0.8427   0.8383
                                                                                                                           
15 Years Younger  0.8911   0.8864   0.8818   0.8772   0.8727   0.8684   0.8640   0.8596   0.8551   0.8507   0.8464   0.8422
14 Years Younger  0.8929   0.8884   0.8839   0.8796   0.8753   0.8711   0.8669   0.8627   0.8585   0.8543   0.8502   0.8462
13 Years Younger  0.8948   0.8905   0.8862   0.8820   0.8779   0.8740   0.8700   0.8660   0.8620   0.8580   0.8541   0.8505
12 Years Younger  0.8972   0.8930   0.8890   0.8850   0.8811   0.8773   0.8736   0.8699   0.8661   0.8623   0.8587   0.8554
11 Years Younger  0.8997   0.8957   0.8918   0.8881   0.8844   0.8809   0.8774   0.8739   0.8704   0.8669   0.8636   0.8606
                                                                                                                           
10 Years Younger  0.9015   0.8977   0.8940   0.8905   0.8870   0.8837   0.8804   0.8771   0.8738   0.8706   0.8676   0.8649
 9 Years Younger  0.9034   0.8998   0.8963   0.8929   0.8897   0.8866   0.8835   0.8804   0.8773   0.8743   0.8716   0.8692
 8 Years Younger  0.9066   0.9032   0.8999   0.8968   0.8938   0.8909   0.8881   0.8853   0.8825   0.8799   0.8775   0.8755
 7 Years Younger  0.9093   0.9059   0.9029   0.9000   0.8972   0.8946   0.8920   0.8895   0.8870   0.8846   0.8826   0.8809
 6 Years Younger  0.9108   0.9078   0.9050   0.9023   0.8997   0.8973   0.8949   0.8926   0.8903   0.8883   0.8865   0.8852
                                                                                                                           
 5 Years Younger  0.9138   0.9110   0.9084   0.9059   0.9036   0.9014   0.8993   0.8973   0.8953   0.8936   0.8922   0.8912
 4 Years Younger  0.9170   0.9144   0.9120   0.9099   0.9078   0.9059   0.9040   0.9023   0.9007   0.8992   0.8982   0.8976
 3 Years Younger  0.9193   0.9170   0.9149   0.9129   0.9111   0.9093   0.9077   0.9062   0.9049   0.9037   0.9030   0.9026
 2 Years Younger  0.9222   0.9201   0.9182   0.9165   0.9148   0.9134   0.9120   0.9108   0.9097   0.9089   0.9084   0.9084
 1 Year  Younger  0.9252   0.9233   0.9217   0.9201   0.9188   0.9176   0.9165   0.9155   0.9147   0.9141   0.9139   0.9142
                                                                                                                           
    Same Age      0.9283   0.9267   0.9252   0.9239   0.9228   0.9218   0.9210   0.9202   0.9197   0.9193   0.9194   0.9199
                                                                                                                           
 1 Year  Older    0.9310   0.9296   0.9284   0.9273   0.9264   0.9256   0.9250   0.9245   0.9242   0.9241   0.9244   0.9252
 2 Years Older    0.9337   0.9325   0.9315   0.9306   0.9298   0.9292   0.9288   0.9285   0.9283   0.9284   0.9290   0.9302
 3 Years Older    0.9369   0.9359   0.9351   0.9344   0.9338   0.9334   0.9332   0.9331   0.9331   0.9336   0.9346   0.9362
 4 Years Older    0.9400   0.9392   0.9385   0.9380   0.9376   0.9374   0.9373   0.9373   0.9376   0.9385   0.9398   0.9418
 5 Years Older    0.9437   0.9431   0.9425   0.9422   0.9419   0.9419   0.9420   0.9423   0.9430   0.9442   0.9459   0.9484
                                                                                                                           
 6 Years Older    0.9472   0.9467   0.9463   0.9461   0.9460   0.9460   0.9464   0.9470   0.9481   0.9496   0.9517   0.9545
 7 Years Older    0.9502   0.9498   0.9496   0.9494   0.9494   0.9497   0.9504   0.9514   0.9528   0.9547   0.9572   0.9603
 8 Years Older    0.9532   0.9529   0.9527   0.9527   0.9529   0.9535   0.9544   0.9558   0.9575   0.9597   0.9625   0.9659
 9 Years Older    0.9561   0.9559   0.9558   0.9559   0.9564   0.9573   0.9586   0.9602   0.9622   0.9647   0.9677   0.9714
10 Years Older    0.9595   0.9593   0.9594   0.9598   0.9606   0.9618   0.9634   0.9654   0.9676   0.9704   0.9737   0.9776
                                                                                                                           
11 Years Older    0.9615   0.9615   0.9618   0.9624   0.9635   0.9650   0.9668   0.9690   0.9714   0.9744   0.9778   0.9819
12 Years Older    0.9637   0.9639   0.9644   0.9653   0.9667   0.9684   0.9704   0.9727   0.9754   0.9785   0.9822   0.9864
13 Years Older    0.9675   0.9679   0.9687   0.9699   0.9715   0.9735   0.9757   0.9783   0.9811   0.9845   0.9883   0.9927
14 Years Older    0.9701   0.9707   0.9718   0.9732   0.9749   0.9770   0.9794   0.9821   0.9852   0.9886   0.9925   0.9969
15 Years Older    0.9716   0.9725   0.9737   0.9753   0.9771   0.9793   0.9818   0.9847   0.9879   0.9913   0.9952   0.9996
                                                                                                                           
16 Years Older    0.9750   0.9761   0.9775   0.9792   0.9813   0.9836   0.9863   0.9894   0.9926   0.9962   1.0001   1.0046
17 Years Older    0.9783   0.9796   0.9811   0.9829   0.9850   0.9876   0.9905   0.9936   0.9968   1.0004   1.0044   1.0091
18 Years Older    0.9804   0.9818   0.9834   0.9852   0.9875   0.9902   0.9932   0.9962   0.9994   1.0030   1.0072   1.0120
19 Years Older    0.9825   0.9839   0.9855   0.9875   0.9900   0.9927   0.9955   0.9986   1.0018   1.0055   1.0097   1.0147
20 Years Older    0.9851   0.9865   0.9884   0.9906   0.9931   0.9958   0.9986   1.0017   1.0051   1.0090   1.0134   1.0185


    Spouse's Age
 Nearest Birthday
  In Relation To    Employee's Age Nearest Birthday
  Employee's Age   ---------------------------------
 Nearest Birthday    72       73       74       75
 ----------------  ------   ------   ------   ------
                                  
20 Years Younger   0.8180   0.8130   0.8085   0.8043
19 Years Younger   0.8220   0.8173   0.8130   0.8091
18 Years Younger   0.8254   0.8210   0.8169   0.8133
17 Years Younger   0.8301   0.8260   0.8222   0.8190
16 Years Younger   0.8341   0.8303   0.8269   0.8240
                  
15 Years Younger   0.8383   0.8347   0.8317   0.8292
14 Years Younger   0.8426   0.8394   0.8367   0.8346
13 Years Younger   0.8471   0.8443   0.8419   0.8402
12 Years Younger   0.8525   0.8500   0.8480   0.8467
11 Years Younger   0.8580   0.8559   0.8543   0.8534
                  
10 Years Younger   0.8626   0.8609   0.8597   0.8592
 9 Years Younger   0.8673   0.8659   0.8651   0.8650
 8 Years Younger   0.8739   0.8730   0.8726   0.8729
 7 Years Younger   0.8798   0.8792   0.8792   0.8799
 6 Years Younger   0.8843   0.8841   0.8845   0.8855
                  
 5 Years Younger   0.8907   0.8909   0.8916   0.8929
 4 Years Younger   0.8975   0.8979   0.8990   0.9007
 3 Years Younger   0.9028   0.9035   0.9049   0.9070
 2 Years Younger   0.9089   0.9099   0.9116   0.9143
 1 Year  Younger   0.9149   0.9163   0.9185   0.9217
                  
    Same Age       0.9210   0.9228   0.9255   0.9292
                  
 1 Year  Older     0.9267   0.9290   0.9323   0.9365
 2 Years Older     0.9321   0.9349   0.9386   0.9433
 3 Years Older     0.9385   0.9418   0.9460   0.9511
 4 Years Older     0.9446   0.9482   0.9528   0.9583
 5 Years Older     0.9516   0.9557   0.9607   0.9665
                  
 6 Years Older     0.9581   0.9625   0.9678   0.9738
 7 Years Older     0.9642   0.9689   0.9744   0.9807
 8 Years Older     0.9701   0.9750   0.9807   0.9873
 9 Years Older     0.9757   0.9809   0.9868   0.9936
10 Years Older     0.9822   0.9875   0.9937   1.0006
                  
11 Years Older     0.9866   0.9921   0.9983   1.0054
12 Years Older     0.9912   0.9967   1.0030   1.0103
13 Years Older     0.9976   1.0033   1.0098   1.0174
14 Years Older     1.0019   1.0077   1.0144   1.0222
15 Years Older     1.0046   1.0106   1.0175   1.0254
                  
16 Years Older     1.0099   1.0161   1.0233   1.0317
17 Years Older     1.0146   1.0210   1.0284   1.0370
18 Years Older     1.0176   1.0242   1.0318   1.0406
19 Years Older     1.0204   1.0271   1.0349   1.0437
20 Years Older     1.0245   1.0314   1.0394   1.0483
          

BASIS:  9.00%, UP84(0, -3)                                           13-MAY-1992
   46


                                                         TELEFLEX SALARIED

             TABLE OF FACTORS TO CONVERT AN AMOUNT OF PENSION PAYABLE TO AN EMPLOYEE FOR LIFE WITH 5 YEARS CERTAIN TO
           AN ACTUARIALLY EQUIVALENT AMOUNT OF PENSION PAYABLE TO THE EMPLOYEE FOR LIFE WITH 100% OF THE PENSION AMOUNT
     PAYABLE TO THE EMPLOYEE CONTINUED TO THE EMPLOYEE'S SPOUSE FOR THE PERIOD, IF ANY, THAT THE SPOUSE SURVIVES THE EMPLOYEE
     ------------------------------------------------------------------------------------------------------------------------

  Spouse's Age
Nearest Birthday
 In Relation To                                         Employee's Age Nearest Birthday
 Employee's Age   ---------------------------------------------------------------------------------------------------------
Nearest Birthday    60       61       62       63       64       65       66       67      68        69       70       71  
----------------  ------   ------   ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
                                                                                    
20 Years Younger  0.7803   0.7708   0.7612   0.7516   0.7420   0.7325   0.7230   0.7135   0.7040   0.6943   0.6846   0.6750
19 Years Younger  0.7829   0.7736   0.7642   0.7549   0.7455   0.7362   0.7270   0.7177   0.7084   0.6989   0.6895   0.6801
18 Years Younger  0.7848   0.7756   0.7665   0.7573   0.7481   0.7391   0.7301   0.7211   0.7119   0.7027   0.6935   0.6843
17 Years Younger  0.7881   0.7792   0.7702   0.7613   0.7524   0.7436   0.7349   0.7261   0.7172   0.7082   0.6993   0.6904
16 Years Younger  0.7906   0.7819   0.7731   0.7644   0.7558   0.7473   0.7388   0.7302   0.7215   0.7128   0.7041   0.6955
                                                                                                                           
15 Years Younger  0.7932   0.7847   0.7762   0.7678   0.7594   0.7511   0.7429   0.7345   0.7261   0.7177   0.7093   0.7009
14 Years Younger  0.7961   0.7878   0.7796   0.7713   0.7632   0.7552   0.7472   0.7391   0.7310   0.7228   0.7146   0.7066
13 Years Younger  0.7991   0.7911   0.7831   0.7751   0.7673   0.7595   0.7518   0.7440   0.7361   0.7281   0.7202   0.7125
12 Years Younger  0.8029   0.7951   0.7874   0.7797   0.7721   0.7647   0.7572   0.7497   0.7421   0.7344   0.7268   0.7195
11 Years Younger  0.8069   0.7994   0.7919   0.7845   0.7773   0.7701   0.7629   0.7557   0.7483   0.7410   0.7338   0.7268
                                                                                                                           
10 Years Younger  0.8099   0.8026   0.7954   0.7883   0.7813   0.7744   0.7675   0.7605   0.7534   0.7464   0.7396   0.7330
 9 Years Younger  0.8130   0.8059   0.7989   0.7921   0.7855   0.7788   0.7721   0.7654   0.7587   0.7520   0.7455   0.7392
 8 Years Younger  0.8181   0.8114   0.8047   0.7983   0.7919   0.7856   0.7792   0.7729   0.7665   0.7602   0.7541   0.7483
 7 Years Younger  0.8222   0.8158   0.8095   0.8033   0.7973   0.7912   0.7852   0.7792   0.7732   0.7673   0.7616   0.7563
 6 Years Younger  0.8251   0.8189   0.8129   0.8070   0.8012   0.7955   0.7898   0.7841   0.7784   0.7728   0.7675   0.7626
                                                                                                                           
 5 Years Younger  0.8299   0.8241   0.8184   0.8128   0.8074   0.8020   0.7967   0.7913   0.7860   0.7809   0.7761   0.7716
 4 Years Younger  0.8352   0.8297   0.8244   0.8192   0.8141   0.8091   0.8041   0.7992   0.7943   0.7896   0.7852   0.7811
 3 Years Younger  0.8391   0.8339   0.8290   0.8242   0.8194   0.8147   0.8100   0.8054   0.8009   0.7966   0.7925   0.7889
 2 Years Younger  0.8439   0.8391   0.8345   0.8300   0.8255   0.8211   0.8169   0.8126   0.8085   0.8046   0.8010   0.7977
 1 Year  Younger  0.8489   0.8445   0.8402   0.8360   0.8319   0.8279   0.8240   0.8201   0.8164   0.8128   0.8096   0.8067
                                                                                                                           
    Same Age      0.8542   0.8501   0.8462   0.8423   0.8386   0.8349   0.8313   0.8278   0.8244   0.8211   0.8182   0.8156
                                                                                                                           
 1 Year  Older    0.8588   0.8551   0.8515   0.8479   0.8445   0.8412   0.8379   0.8347   0.8316   0.8287   0.8261   0.8240
 2 Years Older    0.8634   0.8600   0.8566   0.8534   0.8502   0.8471   0.8441   0.8412   0.8383   0.8357   0.8336   0.8320
 3 Years Older    0.8689   0.8658   0.8628   0.8598   0.8569   0.8541   0.8514   0.8488   0.8462   0.8441   0.8425   0.8416
 4 Years Older    0.8743   0.8715   0.8687   0.8660   0.8633   0.8608   0.8582   0.8558   0.8537   0.8521   0.8511   0.8507
 5 Years Older    0.8806   0.8781   0.8756   0.8731   0.8707   0.8684   0.8661   0.8642   0.8626   0.8617   0.8612   0.8615
                                                                                                                           
 6 Years Older    0.8868   0.8844   0.8822   0.8799   0.8776   0.8755   0.8736   0.8722   0.8712   0.8708   0.8709   0.8717
 7 Years Older    0.8920   0.8899   0.8878   0.8856   0.8836   0.8818   0.8805   0.8796   0.8792   0.8793   0.8800   0.8814
 8 Years Older    0.8973   0.8953   0.8933   0.8913   0.8896   0.8883   0.8875   0.8872   0.8873   0.8878   0.8890   0.8909
 9 Years Older    0.9026   0.9006   0.8987   0.8970   0.8957   0.8949   0.8947   0.8948   0.8953   0.8963   0.8980   0.9003
10 Years Older    0.9085   0.9067   0.9051   0.9039   0.9031   0.9029   0.9032   0.9038   0.9048   0.9062   0.9083   0.9109
                                                                                                                           
11 Years Older    0.9122   0.9106   0.9094   0.9086   0.9083   0.9085   0.9091   0.9101   0.9114   0.9133   0.9156   0.9185
12 Years Older    0.9162   0.9150   0.9141   0.9137   0.9140   0.9145   0.9155   0.9168   0.9185   0.9205   0.9232   0.9263
13 Years Older    0.9230   0.9222   0.9219   0.9221   0.9227   0.9237   0.9250   0.9267   0.9286   0.9311   0.9341   0.9375
14 Years Older    0.9277   0.9273   0.9274   0.9279   0.9288   0.9301   0.9316   0.9335   0.9359   0.9386   0.9417   0.9451
15 Years Older    0.9305   0.9305   0.9310   0.9317   0.9328   0.9342   0.9360   0.9382   0.9408   0.9435   0.9465   0.9499
                                                                                                                           
16 Years Older    0.9368   0.9372   0.9380   0.9390   0.9404   0.9421   0.9443   0.9468   0.9495   0.9523   0.9554   0.9591
17 Years Older    0.9429   0.9436   0.9445   0.9458   0.9473   0.9494   0.9519   0.9545   0.9572   0.9600   0.9633   0.9673
18 Years Older    0.9468   0.9477   0.9488   0.9501   0.9520   0.9543   0.9568   0.9594   0.9620   0.9649   0.9684   0.9726
19 Years Older    0.9506   0.9516   0.9527   0.9544   0.9565   0.9589   0.9613   0.9637   0.9664   0.9695   0.9732   0.9776
20 Years Older    0.9556   0.9566   0.9581   0.9601   0.9623   0.9646   0.9671   0.9697   0.9726   0.9760   0.9800   0.9847


  Spouse's Age
Nearest Birthday
 in Relation To     Employee's Age Nearest Birthday
 Employee's Age    ---------------------------------
Nearest Birthday     72       73       74       75
----------------   ------   ------   ------   ------
                                  
20 Years Younger   0.6655   0.6562   0.6472   0.6386
19 Years Younger   0.6708   0.6618   0.6531   0.6447
18 Years Younger   0.6753   0.6666   0.6581   0.6501
17 Years Younger   0.6817   0.6732   0.6651   0.6574
16 Years Younger   0.6871   0.6789   0.6711   0.6638
                  
15 Years Younger   0.6928   0.6850   0.6775   0.6706
14 Years Younger   0.6987   0.6913   0.6842   0.6777
13 Years Younger   0.7050   0.6979   0.6912   0.6851
12 Years Younger   0.7124   0.7057   0.6994   0.6938
11 Years Younger   0.7202   0.7139   0.7081   0.7029
                  
10 Years Younger   0.7267   0.7209   0.7156   0.7108
 9 Years Younger   0.7333   0.7279   0.7231   0.7187
 8 Years Younger   0.7429   0.7380   0.7336   0.7298
 7 Years Younger   0.7514   0.7469   0.7430   0.7396
 6 Years Younger   0.7581   0.7541   0.7505   0.7475
                  
 5 Years Younger   0.7675   0.7639   0.7608   0.7581
 4 Years Younger   0.7775   0.7744   0.7716   0.7694
 3 Years Younger   0.7856   0.7828   0.7804   0.7786
 2 Years Younger   0.7948   0.7923   0.7905   0.7894
 1 Year  Younger   0.8041   0.8021   0.8009   0.8006
                  
    Same Age       0.8135   0.8121   0.8116   0.8120
                  
 1 Year  Older     0.8225   0.8218   0.8220   0.8232
 2 Years Older     0.8311   0.8310   0.8319   0.8338
 3 Years Older     0.8413   0.8420   0.8436   0.8461
 4 Years Older     0.8511   0.8524   0.8545   0.8575
 5 Years Older     0.8626   0.8645   0.8672   0.8707
                  
 6 Years Older     0.8733   0.8758   0.8789   0.8826
 7 Years Older     0.8835   0.8864   0.8899   0.8941
 8 Years Older     0.8935   0.8966   0.9005   0.9051
 9 Years Older     0.9031   0.9066   0.9108   0.9157
10 Years Older     0.9141   0.9180   0.9226   0.9277
                  
11 Years Older     0.9220   0.9260   0.9306   0.9359
12 Years Older     0.9300   0.9341   0.9389   0.9444
13 Years Older     0.9413   0.9457   0.9508   0.9570
14 Years Older     0.9489   0.9535   0.9590   0.9655
15 Years Older     0.9538   0.9587   0.9644   0.9713
                  
16 Years Older     0.9635   0.9688   0.9751   0.9825
17 Years Older     0.9720   0.9777   0.9844   0.9922
18 Years Older     0.9776   0.9835   0.9906   0.9988
19 Years Older     0.9828   0.9890   0.9963   1.0046
20 Years Older     0.9903   0.9970   1.0046   1.0132
          

BASIS:  9.00%, UP84 (0, -3)                                          11-JUN-1993
   47


                                                         TELEFLEX SALARIED

             TABLE OF FACTORS TO CONVERT AN AMOUNT OF PENSION PAYABLE TO AN EMPLOYEE FOR LIFE WITH 5 YEARS CERTAIN TO
           AN ACTUARIALLY EQUIVALENT AMOUNT OF PENSION PAYABLE TO THE EMPLOYEE FOR LIFE WITH 100% OF THE PENSION AMOUNT
     PAYABLE TO THE EMPLOYEE CONTINUED TO THE EMPLOYEE'S SPOUSE FOR THE PERIOD, IF ANY, THAT THE SPOUSE SURVIVES THE EMPLOYEE
     ------------------------------------------------------------------------------------------------------------------------

  Spouse's Age
Nearest Birthday
 In Relation To                                         Employee's Age Nearest Birthday                   
 Employee's Age   ---------------------------------------------------------------------------------------------------------
Nearest Birthday    60       61       62       63       64       65       66       67       68       69       70       71  
----------------  ------   ------   ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
                                                                                    
20 Years Younger  0.7803   0.7708   0.7612   0.7516   0.7420   0.7325   0.7230   0.7135   0.7040   0.6943   0.6846   0.6750
19 Years Younger  0.7829   0.7736   0.7642   0.7549   0.7455   0.7362   0.7270   0.7177   0.7084   0.6989   0.6895   0.6801
18 Years Younger  0.7848   0.7756   0.7665   0.7573   0.7481   0.7391   0.7301   0.7211   0.7119   0.7027   0.6935   0.6843
17 Years Younger  0.7881   0.7792   0.7702   0.7613   0.7524   0.7436   0.7349   0.7261   0.7172   0.7082   0.6993   0.6904
16 Years Younger  0.7906   0.7819   0.7731   0.7644   0.7558   0.7473   0.7388   0.7302   0.7215   0.7128   0.7041   0.6955
                                                                                                                           
15 Years Younger  0.7932   0.7847   0.7762   0.7678   0.7594   0.7511   0.7429   0.7345   0.7261   0.7177   0.7093   0.7009
14 Years Younger  0.7961   0.7878   0.7796   0.7713   0.7632   0.7552   0.7472   0.7391   0.7310   0.7228   0.7146   0.7066
13 Years Younger  0.7991   0.7911   0.7831   0.7751   0.7673   0.7595   0.7518   0.7440   0.7361   0.7281   0.7202   0.7125
12 Years Younger  0.8029   0.7951   0.7874   0.7797   0.7721   0.7647   0.7572   0.7497   0.7421   0.7344   0.7268   0.7195
11 Years Younger  0.8069   0.7994   0.7919   0.7845   0.7773   0.7701   0.7629   0.7557   0.7483   0.7410   0.7338   0.7268
                                                                                                                           
10 Years Younger  0.8099   0.8026   0.7954   0.7883   0.7813   0.7744   0.7675   0.7605   0.7534   0.7464   0.7396   0.7330
 9 Years Younger  0.8130   0.8059   0.7989   0.7921   0.7855   0.7788   0.7721   0.7654   0.7587   0.7520   0.7455   0.7392
 8 Years Younger  0.8181   0.8114   0.8047   0.7983   0.7919   0.7856   0.7792   0.7729   0.7665   0.7602   0.7541   0.7483
 7 Years Younger  0.8222   0.8158   0.8095   0.8033   0.7973   0.7912   0.7852   0.7792   0.7732   0.7673   0.7616   0.7563
 6 Years Younger  0.8251   0.8189   0.8129   0.8070   0.8012   0.7955   0.7898   0.7841   0.7784   0.7728   0.7675   0.7626
                                                                                                                           
 5 Years Younger  0.8299   0.8241   0.8184   0.8128   0.8074   0.8020   0.7967   0.7913   0.7860   0.7809   0.7761   0.7716
 4 Years Younger  0.8352   0.8297   0.8244   0.8192   0.8141   0.8091   0.8041   0.7992   0.7943   0.7896   0.7852   0.7811
 3 Years Younger  0.8391   0.8339   0.8290   0.8242   0.8194   0.8147   0.8100   0.8054   0.8009   0.7966   0.7925   0.7889
 2 Years Younger  0.8439   0.8391   0.8345   0.8300   0.8255   0.8211   0.8169   0.8126   0.8085   0.8046   0.8010   0.7977
 1 Year  Younger  0.8489   0.8445   0.8402   0.8360   0.8319   0.8279   0.8240   0.8201   0.8164   0.8128   0.8096   0.8067
                                                                                                                           
    Same Age      0.8542   0.8501   0.8462   0.8423   0.8386   0.8349   0.8313   0.8278   0.8244   0.8211   0.8182   0.8156
                                                                                                                           
 1 Year  Older    0.8588   0.8551   0.8515   0.8479   0.8445   0.8412   0.8379   0.8347   0.8316   0.8287   0.8261   0.8240
 2 Years Older    0.8634   0.8600   0.8566   0.8534   0.8502   0.8471   0.8441   0.8412   0.8383   0.8357   0.8336   0.8320
 3 Years Older    0.8689   0.8658   0.8628   0.8598   0.8569   0.8541   0.8514   0.8488   0.8462   0.8441   0.8425   0.8416
 4 Years Older    0.8743   0.8715   0.8687   0.8660   0.8633   0.8608   0.8582   0.8558   0.8537   0.8521   0.8511   0.8507
 5 Years Older    0.8806   0.8781   0.8756   0.8731   0.8707   0.8684   0.8661   0.8642   0.8626   0.8617   0.8612   0.8615
                                                                                                                           
 6 Years Older    0.8868   0.8844   0.8822   0.8799   0.8776   0.8755   0.8736   0.8722   0.8712   0.8708   0.8709   0.8717
 7 Years Older    0.8920   0.8899   0.8878   0.8856   0.8836   0.8818   0.8805   0.8796   0.8792   0.8793   0.8800   0.8814
 8 Years Older    0.8973   0.8953   0.8933   0.8913   0.8896   0.8883   0.8875   0.8872   0.8873   0.8878   0.8890   0.8909
 9 Years Older    0.9026   0.9006   0.8987   0.8970   0.8957   0.8949   0.8947   0.8948   0.8953   0.8963   0.8980   0.9003
10 Years Older    0.9085   0.9067   0.9051   0.9039   0.9031   0.9029   0.9032   0.9038   0.9048   0.9062   0.9083   0.9109
                                                                                                                           
11 Years Older    0.9122   0.9106   0.9094   0.9086   0.9083   0.9085   0.9091   0.9101   0.9114   0.9133   0.9156   0.9185
12 Years Older    0.9162   0.9150   0.9141   0.9137   0.9140   0.9145   0.9155   0.9168   0.9185   0.9205   0.9232   0.9263
13 Years Older    0.9230   0.9222   0.9219   0.9221   0.9227   0.9237   0.9250   0.9267   0.9286   0.9311   0.9341   0.9375
14 Years Older    0.9277   0.9273   0.9274   0.9279   0.9288   0.9301   0.9316   0.9335   0.9359   0.9386   0.9417   0.9451
15 Years Older    0.9305   0.9305   0.9310   0.9317   0.9328   0.9342   0.9360   0.9382   0.9408   0.9435   0.9465   0.9499
                                                                                                                           
16 Years Older    0.9368   0.9372   0.9380   0.9390   0.9404   0.9421   0.9443   0.9468   0.9495   0.9523   0.9554   0.9591
17 Years Older    0.9429   0.9436   0.9445   0.9458   0.9473   0.9494   0.9519   0.9545   0.9572   0.9600   0.9633   0.9673
18 Years Older    0.9468   0.9477   0.9488   0.9501   0.9520   0.9543   0.9568   0.9594   0.9620   0.9649   0.9684   0.9726
19 Years Older    0.9506   0.9516   0.9527   0.9544   0.9565   0.9589   0.9613   0.9637   0.9664   0.9695   0.9732   0.9776
20 Years Older    0.9556   0.9566   0.9581   0.9601   0.9623   0.9646   0.9671   0.9697   0.9726   0.9760   0.9800   0.9847


  Spouse's Age
Nearest Birthday
 In Relation To     Employee's Age Nearest Birthday                   
 Employee's Age    ---------------------------------
Nearest Birthday     72       73       74       75
----------------   ------   ------   ------   ------
                                  
20 Years Younger   0.6655   0.6562   0.6472   0.6386
19 Years Younger   0.6708   0.6618   0.6531   0.6447
18 Years Younger   0.6753   0.6666   0.6581   0.6501
17 Years Younger   0.6817   0.6732   0.6651   0.6574
16 Years Younger   0.6871   0.6789   0.6711   0.6638
                  
15 Years Younger   0.6928   0.6850   0.6775   0.6706
14 Years Younger   0.6987   0.6913   0.6842   0.6777
13 Years Younger   0.7050   0.6979   0.6912   0.6851
12 Years Younger   0.7124   0.7057   0.6994   0.6938
11 Years Younger   0.7202   0.7139   0.7081   0.7029
                  
10 Years Younger   0.7267   0.7209   0.7156   0.7108
 9 Years Younger   0.7333   0.7279   0.7231   0.7187
 8 Years Younger   0.7429   0.7380   0.7336   0.7298
 7 Years Younger   0.7514   0.7469   0.7430   0.7396
 6 Years Younger   0.7581   0.7541   0.7505   0.7475
                  
 5 Years Younger   0.7675   0.7639   0.7608   0.7581
 4 Years Younger   0.7775   0.7744   0.7716   0.7694
 3 Years Younger   0.7856   0.7828   0.7804   0.7786
 2 Years Younger   0.7948   0.7923   0.7905   0.7894
 1 Year  Younger   0.8041   0.8021   0.8009   0.8006
                  
    Same Age       0.8135   0.8121   0.8116   0.8120
                  
 1 Year  Older     0.8225   0.8218   0.8220   0.8232
 2 Years Older     0.8311   0.8310   0.8319   0.8338
 3 Years Older     0.8413   0.8420   0.8436   0.8461
 4 Years Older     0.8511   0.8524   0.8545   0.8575
 5 Years Older     0.8626   0.8645   0.8672   0.8707
                  
 6 Years Older     0.8733   0.8758   0.8789   0.8826
 7 Years Older     0.8835   0.8864   0.8899   0.8941
 8 Years Older     0.8935   0.8966   0.9005   0.9051
 9 Years Older     0.9031   0.9066   0.9108   0.9157
10 Years Older     0.9141   0.9180   0.9226   0.9277
                  
11 Years Older     0.9220   0.9260   0.9306   0.9359
12 Years Older     0.9300   0.9341   0.9389   0.9444
13 Years Older     0.9413   0.9457   0.9508   0.9570
14 Years Older     0.9489   0.9535   0.9590   0.9655
15 Years Older     0.9538   0.9587   0.9644   0.9713
                  
16 Years Older     0.9635   0.9688   0.9751   0.9825
17 Years Older     0.9720   0.9777   0.9844   0.9922
18 Years Older     0.9776   0.9835   0.9906   0.9988
19 Years Older     0.9828   0.9890   0.9963   1.0046
20 Years Older     0.9903   0.9970   1.0046   1.0132
          

BASIS:  9.00%, UP84 (0, -3)                                          11-JUN-1993
   48
                            ------------------------

                  TELEFLEX INCORPORATED RETIREMENT INCOME PLAN

                              Amended and Restated

                        Effective as of January  1, 1994
   49





                               TABLE OF CONTENTS



                                                                                                                           Page
                                                                                                                           ----
                                                                                                                       
    ARTICLE I    DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.1     "Accrued Benefit"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.2     "Actuarial Equivalent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.3     "Average Monthly Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         1.4     "Beneficiary"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         1.5     "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         1.6     "Covered Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.7     "Credited Service" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.8     "Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         1.9     "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         1.10    "Employer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         1.11    "Hour of Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         1.12    "Member" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         1.13    "Normal Form of Retirement Income" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         1.14    "Pension Administrative Committee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         1.15    "Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         1.16    "Plan Year"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.17    "Predecessor Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.18    "Prior Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.19    "Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.20    "Social Security Retirement Age" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.21    "Trust Agreement"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.22    "Trustee"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.23    "Trust Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                                                                                                                          
    ARTICLE II   ELIGIBILITY FOR MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         2.1     Eligibility for Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         2.2     Transfer of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         2.3     Change of Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                                                                                                                          
    ARTICLE III  CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         3.1     Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         3.2     Member Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         3.3     Payment of Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                                                                                                                          
    ARTICLE IV   RETIREMENT DATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         4.1     Retirement Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         4.2     Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         4.3     Early Retirement Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         4.4     Deferred Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
                                                                                                                          
    ARTICLE V    RETIREMENT BENEFITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         5.1     Upon Normal or Deferred Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         5.2     Upon Early Retirement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         5.3     Retirement Benefits Payable or Accrued                                                                   
                 Prior to the Effective Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

   50






                                                                                                                      
   ARTICLE VI    TERMINATION BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         6.1     Upon Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         6.2     Early Payment of Vested Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         6.3     Prior Vesting Schedule Election  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
                                                                                                                          
   ARTICLE VII   BENEFITS PAYABLE UPON DEATH  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         7.1     Death Prior to Completion of Ten (10)                                                                    
                 Years of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         7.2     Death Subsequent to Completion of Ten (10)                                                               
                 Years of Service and Prior to Normal                                                                     
                 Retirement Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         7.3     Death Subsequent to Normal Retirement                                                                    
                 Date and Prior to Actual Retirement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         7.4     Death of a Retired Member  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                                                                                                                          
   ARTICLE VIII  BENEFIT LIMITATIONS AND PAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         8.1     Duplication of Benefits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         8.2     Benefit Reduction for Cost of Insurance                                                                  
                 Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         8.3     Maximum Benefit Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         8.4     Limitations Applicable to Twenty-Five (25)                                                               
                 Highest Paid Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         8.5     Application for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         8.6     Benefit Payment Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         8.7     Form of Benefit Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         8.8     Substitute Payee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         8.9     Unclaimed Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         8.10    Direct Rollover  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
                                                                                                                          
   ARTICLE IX    ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         9.1     Appointment of Pension Administrative                                                                    
                 Committee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         9.2     Organization and Operation of the Pension                                                                
                 Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         9.3     Duties and Responsibilities of the Pension                                                               
                 Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         9.4     Records and Reporting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         9.5     Required Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         9.6     Payment of Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         9.7     Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         9.8     Procedure For Appeal of Denial of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
                                                                                                                          
   ARTICLE X     AMENDMENT, MERGER AND TERMINATION OF THE                                                                 
                 PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         10.1    Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         10.2    Merger of Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         10.3    Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         10.4    Manner and Order of Allocation of Trust                                                                  
                 Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         10.5    Distribution Methods and Satisfaction of                                                                 
                 Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
 





                                       ii
   51






                                                                                                                       
   ARTICLE XI    PARTICIPATING EMPLOYERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         11.1    Adoption of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         11.2    Alternative Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         11.3    Discontinuance of Contributions, Withdrawal                                                                 
                 or Termination By Participating Employers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         11.4    Merger of Two (2) Employers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
                                                                                                                             
   ARTICLE XII   GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
         12.1    Exclusiveness of Benefits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
         12.2    Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
         12.3    Non-Assignability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
         12.4    Construction of Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
         12.5    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
         12.6    Titles and Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
         12.7    Counterparts as Original . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
         12.8    Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
         12.9    Internal Revenue Service Approval  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
                                                                                                                             
   ARTICLE XIII  TOP HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
         13.1    Top Heavy Determination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
         13.2    Minimum Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         13.3    Minimum Vesting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
         13.4    Change in Top Heavy Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
         13.5    Distribution to Five Percent (5%) Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
         13.6    Impact on Maximum Benefit Limitation                                                                        
                 Contained in Section 8.3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
                                                                                                                             
   ARTICLE XIV   NAMED FIDUCIARIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
         14.1    Pension Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
         14.2    Pension Investment Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
         14.3    References to the Pension Administrative                                                                    
                 Committee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
                                                                                                                             
   SCHEDULE A -  COVERED LOCATIONS

   SCHEDULE B -  PREVIOUS BENEFIT FORMULA

   SCHEDULE C -  SCHEDULE OF ALTERNATE PLAN PROVISIONS FOR
                 PILING - WECK EMPLOYEES

   EXHIBIT I  -  SOCIAL SECURITY BENEFIT CALCULATION
                 PROCEDURE

   EXHIBIT II -  ACTUARIAL EQUIVALENTS






                                      iii
   52





                                  INTRODUCTION

                 Effective as of July 1, 1973, Gulf & Western Manufacturing
Company adopted the "Gulf & Western Engineering Group Employees' Retirement
Plan" (hereinafter referred to as the "Prior Plan") as a successor plan to the
"Gulf & Western Industries, Inc. Salaried Employees' Retirement Plan" and the
"Gulf & Western Industries, Inc.  Hourly Employees' Retirement Plan."  The
Prior Plan was amended and restated effective July 1, 1976.

                 Effective September 12, 1985, Gulf & Western Consumer and
Industrial Products Division was purchased by Wickes Companies, Inc.
Accordingly, effective September 12, 1985, the Gulf & Western Engineering Group
Employees' Retirement Plan was renamed the Wickes Engineering Group Employees'
Retirement Plan.

                 Effective April 1, 1993 the Engineering Group was acquired by
Teleflex Incorporated and the Plan renamed the Teleflex Incorporated Retirement
Income Plan.

                 This Plan establishes the benefits, rights and obligations of
all eligible employees and of all persons claiming through or under such
eligible employees after the Plan's effective date, and is intended to be in
compliance
   53
with the provisions of the Internal Revenue Code of 1986, as amended (the
"Code").  This revised Plan document is an amendment, revision and restatement
of the Plan document dated effective January 1, 1994.





                                       2
   54

                  TELEFLEX INCORPORATED RETIREMENT INCOME PLAN

                                   ARTICLE I
                                  DEFINITIONS

                 1.1   "Accrued Benefit"

                 The Normal Form of Retirement Income, as computed in
accordance with Section 5.1, based on the Member's Average Monthly Compensation
and Credited Service to the date of reference.

                 1.2   "Actuarial Equivalent"

                 A benefit of equal value, as computed by an enrolled actuary,
determined on the basis of the actuarial equivalents last adopted by the
Pension Committee, as set forth in Exhibit II.

                 For purposes of Section 8.7(d), the present value of an
Accrued Benefit shall be calculated:  (a) by using an interest rate equal to
the lesser of the rate specified in Exhibit II or the "applicable interest
rate" if the vested Accrued Benefit using such rate is not greater than
$25,000, and (b) by using an interest rate equal to the lesser of the rate
specified in Exhibit II or 120% of the "applicable interest rate" if the vested
Accrued Benefit exceeds $25,000 as determined under (a), but in no event shall
the present value calculated under clause (b) be less than $25,000.  For this
purpose the "applicable interest rate" shall mean the





                                       3
   55
interest rate which would be used as of the date of distribution by the Pension
Benefit Guaranty Corporation for the purpose of determining the present value
of a lump sum distribution on plan termination.

                 1.3   "Average Monthly Compensation"

                 The Monthly Compensation of a Member averaged over the 60
consecutive months which produce the highest average during the 120 month
period, or the number of months as an Employee if less than 120, prior to the
Member's Retirement Date, date of termination of employment, or date of his
death, whichever date is applicable.

                 As used herein, "Monthly Compensation" shall mean total
remuneration paid by the Employer, for services rendered to the Employer,
exclusive of the cost to the Employer of fringe benefits, deferred compensation
(other than compensation deferred under Section 401(k) of the Code), severance
pay, special pay, special bonuses, or fees under contract for advisory or other
services, divided by the number of full months that the Member was employed by
the Employer during the calendar year.  Average Monthly Compensation, on an
annualized basis, shall in no event exceed $150,000 as adjusted at the same
time and in the same manner as permitted in accordance with Section 415(d) of
the Code for each Member participating in the Plan.  In determining the
compensation of a Member, the rules of Section 414(q)(6) of the Code shall
apply, except the term





                                       4
   56
"family" shall include only the spouse of the Member and any lineal descendants
of the Member who have not attained age 19 before the close of the Plan Year.

                 A Member on an Employer 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.

                 In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual compensation of
each Employee taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit.  The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner for increases in the cost of living in
accordance with section 401(a)(17)(B) of the Internal Revenue Code.  The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which compensation is determined (determination
period) beginning in such calendar year.  If a determination period consists of
fewer than 12 months OBRA '93 annual compensation limit 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.

                 For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under





                                       5
   57
section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation
limit set forth in this provision.

                 If compensation for any prior determination period is taken
into account in determining an Employee's benefits accrued in the current plan
year, the compensation for the prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period.  For this purpose, for determination periods beginning before the first
day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

                 1.4   "Beneficiary"

                 The person or person designated by the Member to receive
benefits under the Plan in the event of death.  In the event such Member is
married, such designation shall include the written and notarized consent of
the spouse on forms provided by the Committee.  If no designation is made or if
no designated person survives the Member, "Beneficiary" shall mean the Member's
spouse and if none, the Member's estate.

                 1.5   "Board of Directors"

                 The Board of Directors or the Executive Committee of the Board
of Directors of Teleflex Incorporated, a Delaware corporation.





                                       6
   58
                 1.6   "Covered Compensation"

                 The average of the Social Security maximum taxable wage bases
for the 35 calendar years ending with the year the Member would attain his
Social Security Normal Retirement Age.  In determining a Member's Covered
Compensation for any particular Plan Year, it will be assumed that the Social
Security maximum taxable wage base in effect at the beginning of the Plan Year
will remain the same for all future years.

                 1.7   "Credited Service"

                       (a)    Service, as defined herein at Section 1.19, and 
as may be amended by Schedule C, excluding:

                                (i)   Any period of time prior to the 
attainment of age 21 (age 25 if a Member prior to July 1, 1985);

                               (ii)   Any period of time subsequent to the 
first twelve months of a Member's lay-off;

                              (iii)   Any period of time subsequent to the 
first twelve months of a Member's leave of absence, unless such leave of
absence was due to a Member's Permanent Disability.  As used herein, "Permanent
Disability" shall mean any physical or mental condition entitling such Member
to receive benefits under the Employer's Long Term Disability Benefits
Insurance Plan or under the disability insurance provisions of the Federal
Social Security Act;





                                       7
   59
                               (iv)   Military service of a Member not
required by law to be counted as "Credited Service";

                                (v)   Any period of time between the date a 
Member's employment is terminated, or is deemed terminated in accordance
with subsection 1.19(d) or (e), and the date of his return to the employ of the
Employer; and

                               (vi)   Any period of time subsequent to the 
first day of the month coincident with or next following a Member's Normal
Retirement Date, for Plan Years prior to 1988.

                       (b)    Notwithstanding Subsection (a), subsequent to 
the Effective Date, a Member shall not accrue additional "Credited Service" 
for purposes of determining his Accrued Benefit for any period of time during 
which he is classified as an Inactive Member.

                       (c)    Notwithstanding Subsection (a), upon the 
reemployment of an Employee who was not a Vested Member in accordance with
Subsection 6.1(b), when he last terminated employment with the Employer
subsequent to the Effective Date, he shall be deemed a new Employee and shall
not receive credit for "Credited Service" prior to the date he last terminated
employment with the Employer unless (i) his Service prior to such termination
of employment was equal to or greater than his period of absence; or (ii) he
returned at the request of the Employer following a layoff or following a leave
of absence; or (iii) his absence did not





                                       8
   60
exceed five years.  Notwithstanding the above, the reemployed Employee shall
not be deemed terminated as a result of maternity or paternity leave as
provided in Section 1.18(d)(iii).

                 1.8   "Effective Date"

                 July 1, 1976.

                 1.9   "Employee"
                 
                 Any salaried or non-union hourly person in the employ of the
Employer at or reporting to a "covered location," as set forth in Schedule A
annexed hereto, exclusive of persons represented by a collective bargaining
unit recognized by the Employer.

                 "Employee" shall exclude any person who is employed as an
independent contractor.  "Employee" shall not include leased employees within
the meaning of Code Section 414(n)(2) except to the extent such leased
employees are required to be included in order for the Plan to comply with the
minimum participation requirements set forth in Code Sections 401(a)(3) and 410
or the nondiscrimination requirements set forth in Section 401(a)(4) of the
Code.  If leased employees are eligible to be included in the Plan, their
participation shall be excluded, nonetheless, if they are covered by a plan
described in Code Section 414(n)(5) and, with respect to services performed
after December 31, 1986, such leased employees do not constitute more than 20%
of the Employer's non-highly compensated work force.  For





                                       9
   61
purposes of this definition, the term "non-highly compensated work force" has
the meaning given such term by Code Section 414(n)(5)(C)(ii).

                 1.10   "Employer"

                        (a)    Teleflex Incorporated, a Delaware corporation, 
for its Employees employed at or reporting to a "covered location", as set 
forth in Schedule A annexed hereto, and any legal successor thereof; and

                        (b)    any other corporation, division, plant or other 
entity which duly adopts the Plan with the approval of the Board of Directors.

                 1.11   "Hour of Service"
                        
                        (a)    Each hour for which the Employee is compensated 
by the Employer, or a business entity which is a member of a controlled group 
with the Employer as defined in Section 1563(a) of the Code, determined 
without regard to Subsections (a)(4) or (e)(3)(C) thereof, for performing 
duties for the Employer or such other business entity or for reasons other 
than the performance of duties.  Where an Employee is awarded back pay, the 
back pay, irrespective of mitigation of damages, shall be deemed
compensation for the period to which the award pertains.  All "Hours of
Service" will be credited in accordance with Department of Labor Regulation
2530.200b-2(b) and (c).

                 1.12   "Member"

                 All classifications as herein defined:





                                       10
   62
                        (a)    "Active Member" - An Employee participating in 
the Plan in accordance with Article II.

                        (b)    "Inactive Member" - A participant in the Plan 
who is no longer an Employee but who is employed by an affiliated company and 
hence shall be treated as an Active Member for all purposes of the Plan, 
except he shall not accrue a benefit in accordance with Section 5.1 while
so classified.

                        (c)    "Retired Member" - A participant in the Plan 
who has retired and is in receipt of a benefit in accordance with Article IV, 
or a participant in the Plan who has terminated employment and is in receipt 
of a benefit in accordance with Subsection 6.1(b).

                        (d)    "Vested Member" - A participant in the Plan 
whose employment has terminated with the Employer and is entitled to a benefit 
in accordance with Subsections 5.2 or 6.1(b).

                 1.13   "Normal Form of Retirement Income"

                 A pension payable, from the applicable benefit commencement
date, for the life of the Member.

                 1.14   "Pension Administrative Committee"

                 The persons appointed to administer the Plan, in accordance
with Article IX.

                 1.15   "Plan"

                 The pension plan described herein, and as may be supplemented
and amended from time-to-time.





                                       11
   63
                 1.16   "Plan Year"

                 A period of twelve months commencing on each July 1st and
ending on June 30th thereafter.

                 1.17   "Predecessor Plan"

                        (a)    "Gulf & Western Industries, Inc. Salaried 
Employees' Retirement Plan" in effect on June 30, 1973.

                        (b)    "Gulf & Western Industries, Inc. Hourly 
Employees' Retirement Plan" in effect on June 30, 1973.

                 1.18   "Prior Plan"

                 "Gulf & Western Engineering Group Employees' Retirement Plan"
in effect prior to the Effective Date.

                 1.19   "Service"

                 As may be modified by Schedule C shall include:

                        (a)   (i)   The most recent period of
uninterrupted employment with the Employer, or any predecessor of the Employer
prior to the Effective Date, as determined solely in accordance with the terms
of the Prior Plan; plus

                              (ii)   the total period of employment during 
which the Employee is accruing Hours of Service with the Employer or with any 
other business entity which is a member of a controlled or affiliated
service group with the Employer as defined in Code Sections 414(b), (c), (m)
and (o), subsequent to the Effective Date.

                        (b)    "Service" shall be measured in years and full 
months.





                                       12
   64
                        (c)    Notwithstanding Subsection (a)(ii), upon the 
reemployment of an Employee who was not a Vested Member in accordance with 
Subsection 6.1(b), when he last terminated employment with the Employer
subsequent to the Effective Date, he shall not receive credit for "Service"
prior to the date he last terminated employment with the Employer, unless (i)
his "Service" prior to such termination of employment was equal to or greater
than his period of absence; or (ii) he returned at the request of the Employer
following a layoff; or (iii) his absence did not exceed five years.

                        (d)    The employment of a person shall not be deemed 
terminated:

                                (i)   while he is in the military service of 
the United States of America, provided he returns to the employ of the 
Employer during the period of time provided by law after serving in the
military service for which his re-employment rights are protected under the
Military Selective Service Act of 1967 or any successor Act; or

                               (ii)   while he is on a leave of absence 
approved by the Employer, provided he returns to the employ of the Employer 
within the period of time specified by the Employer for such leave of
absence.

                 If a person in military service or on a leave of absence does
not return to the employ of the Employer within the period of time provided
above, his employment shall be





                                       13
   65
deemed to have terminated on the first anniversary date following the last day
during which he was actually employed by the Employer prior to his absence.

                              (iii)   for up to two years from the date a 
person is absent from work (A) by reason of the pregnancy of such
individual, (B) by reason of the birth of a child to such individual, (C) by
reason of the placement of a child in connection with the adoption of a child
by the individual, or (D) for purposes of caring for a child during the period
immediately following its birth or placement for adoption.  However, the period
between the first and second anniversaries of the first date of absence from
work is neither a period of Service nor a period of severance.

                        (e)    The employment of a person shall be deemed 
terminated on the first anniversary date following the last day during which 
he was actually employed prior to the date of any lay-off, or, if earlier, the 
date of recall by the Employer where the Member does not timely resume 
employment with the Employer.

                        (f)    Notwithstanding the foregoing Subsections, a 
Member's employment shall not be deemed terminated and such Member shall 
accrue uninterrupted "Service" if he returns to the employ of the
Employer within 12 months of:

                               (i)   the date on which he voluntarily 
terminated employment with the Employer;





                                       14
   66
                               (ii)   the date on which his employment was 
terminated by the Employer; or

                              (iii)   the date on which his employment was 
deemed terminated, in accordance with Subsections (d) and (e), following a 
leave of absence or layoff.

                 1.20   "Social Security Retirement Age"

                 The age used as the retirement age of the Member 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 earlier age under
Section 216(l)(a) of such Act was 62.

                 1.21   "Trust Agreement"

                 The instrument executed by the Employer and the Trustee fixing
the rights and liabilities of each with respect to holding and administering
the Trust Fund for the purposes of the Plan.

                 1.22   "Trustee"

                 The trustee, trustees, or any successor trustee, appointed by
the Board of Directors, acting at any time under the terms of the Trust
Agreement.

                 1.23   "Trust Fund"

                 All assets held at any time by the Trustee under the terms of
the Trust Agreement.





                                       15
   67
                                  ARTICLE II

                           ELIGIBILITY FOR MEMBERSHIP

                 2.1   Eligibility for Membership

                       (a)    Each Employee in the employ of the Employer on 
the Effective Date, who was a participant in the Prior Plan, shall continue as 
a Member on such date.

                       (b)    Each Employee in the employ of the Employer 
shall become an Active Member upon his completion of one year of Service, or 
upon the attainment of age 21, if later.

                       (c)    The provisions of this Section 2.1 may be 
modified by Schedule C.  For purposes of this Section only, a "Year of 
Service" shall mean the completion of 1,000 Hours of Service during any
Computation Period.  "Computation Period" shall mean the twelve month period
commencing on the date the Member completes his first Hour of Service, and on
each anniversary date thereafter.

                 2.2   Transfer of Employment

                 If an Active or Inactive Member enters directly into the
employ of another Employer he shall continue his membership hereunder.  Such
Member shall receive credit for his aggregate Service with all Employers, but
employment by two or more Employers during the same period of time shall not
create more than one period of time for the purpose of determining Service.





                                       16
   68
                 2.3   Change of Status

                       (a)    If an Active Member while still employed by the 
Employer or a business entity which is a member of a controlled group with the 
Employer as defined in Section 1563(a) of the Code, determined without regard 
to Subsections (a)(4) or (e)(3)(C) thereof, ceases to be an Employee, as 
defined in Section 1.9, because he is no longer a salaried or non-union hourly 
person employed at or reporting to a "covered location," or because he becomes 
represented by a collective bargaining unit recognized by the Employer, he 
shall become an Inactive Member and shall no longer continue to accrue 
Credited Service for purposes of benefit accrual until he again becomes an 
Employee, but shall continue to accrue Service for purpose of vesting.

                       (b)   (i)    If an Inactive Member, who ceased to be an 
Employee, as defined in Section 1.9, because he was no longer a salaried or 
non-union hourly person employed at or reporting to a "covered location," 
retires or terminates employment with the Employer or a business entity which 
is a member of a controlled group with the Employer as defined in Section 
1563(a) of the Code, determined without regard to Subsections (a)(4) or 
(e)(3)(C) thereof, the Accrued Benefit, if any, to which he may be entitled
under the Plan, shall be based on (A) his Service and Credited Service to the
date he became an Inactive Member; and (B) his Average Monthly Compensation
determined on such date.





                                       17
   69
                             (ii)   If an Inactive Member, who ceased to be an 
Employee, as defined in Section 1.9, because he became represented by a 
collective bargaining unit recognized by the Employer, retires or terminates
employment with the Employer or a business entity which is a member of a
controlled group with the Employer as defined in Section 1563(a) of the Code,
determined without regard to Subsection (a)(4) or (e)(3)(C) thereof, the
Accrued Benefit, if any, to which he may be entitled under the Plan shall be
determined as if he had retired or terminated employment on the date he became
an Inactive Member.



                                  ARTICLE III

                                 CONTRIBUTIONS

                 3.1   Employer Contributions

                       (a)    The Employer intends to contribute to the Trust 
Fund such amounts as are actuarially required to fund the benefits of the 
Plan.  The annual valuation for actuarially determining such amounts shall be 
based on the method of funding, actuarial assumptions and, if applicable, the 
period of amortization of any unfunded actuarial liability, as adopted in 
accordance with, Subsection 9.3(e).

                 Forfeitures arising from a Member's termination of employment
prior to becoming a Vested Member, in accordance with Section 6.1, shall be
used to reduce the Employer's contribution.  Except as is required by
applicable law, the





                                       18
   70

Employer does not guarantee either the making of the contributions or the
payment of the benefits under the Plan.  Except as is prohibited by applicable
law, the Employer reserves the right to reduce, suspend or discontinue its
contributions under the Plan for any reason at any time.

                       (b)    All contributions are made subject to current 
tax deductibility and continued qualification of the Plan and Trust Fund.  
Amounts contributed by the Employer:

                                (i)   as the result of a mistake in fact shall 
be returned to the Employer within one year of the date of contribution; and

                                (ii)   which are disallowed as a tax deduction 
by the Internal Revenue Service shall be returned to the Employer within one 
year of the date of disallowance.

                 3.2   Member Contributions

                 No contributions shall be required of Members.

                 3.3   Payment of Expenses

                 All expenses of the Plan and Trust Fund, unless paid by the
Employer, will be paid out of the assets of the Trust Fund.



                                   ARTICLE IV

                                RETIREMENT DATES

                 4.1   Retirement Date

                 Wherever in the Plan reference is made to Retirement or a
Retirement Date, it shall mean the Normal, Early





                                       19
   71
or Deferred Retirement Date, in accordance with the provisions of this Article.

                 4.2   Normal Retirement Date

                 An Active or Inactive Member shall have the right to retire on
the date on which he attains age 65, or the Effective Date, if later; such date
being known as his Normal Retirement Date.

                 4.3   Early Retirement Date

                 An Active or Inactive Member who has completed ten years of
Service may elect to retire on the first day of any month coincident with or
next following his attainment of age 55; such date being known as his Early
Retirement Date.

                 4.4   Deferred Retirement Date

                 An Active or Inactive Member who continues his employment
after his Normal Retirement Date shall continue as an Active or Inactive Member
until his actual retirement on the first day of any subsequent month; such date
being known as his Deferred Retirement Date.



                                   ARTICLE V

                              RETIREMENT BENEFITS

                 5.1   Upon Normal or Deferred Retirement

                 Upon retirement at his Normal or Deferred Retirement Date, an
Active or Inactive Member shall, subject to Article VIII, receive a monthly
Normal Form of Retirement





                                       20
   72
Income equal to the sum of the amounts set forth in (a) and (b) below, subject
to (c) and (d) below:

                       (a)    1.05% of the lesser of the Member's Average 
Monthly Compensation or one-twelfth of his Covered Compensation determined on 
his date of termination of employment, multiplied by his Credited Service to a 
maximum of 40 years.

                       (b)    1.5% of the excess, if any, of the Member's 
Average Monthly Compensation over one-twelfth of his Covered Compensation 
determined on his date of termination of employment, multiplied by his 
Credited Service to a maximum of 40 years.

                       (c)    For Member's with compensation for a plan year 
prior to June 30, 1994 in excess of $150,000, in no event will such Member's 
benefit determined according to (a) and (b) of this Section 5.1 be less than 
the sum of:

                               (i)   the Member's Accrued Benefit on June 30, 
1994 frozen in accordance with Section 1.401(a)(4)-13 of the Regulations and

                              (ii)   the Member'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.

                       (d)    In no event will a Member's benefit determined 
according to (a) and (b) of this Section 5.1 be less than the Member's Accrued 
Benefit as of July 31, 1989 (June 30, 1989 for employees who met the 
description in





                                       21
   73
Section 414(q)(1)(B) as of June 30, 1989) under Section 5.1 of the Plan in
effect on July 31, 1989, which previous Plan provision is set forth in Schedule
B hereto.

                 5.2   Upon Early Retirement

                       (a)    Upon retirement at his Early Retirement Date, an 
Active or Inactive Member shall, subject to Article VIII, receive at his 
Normal Retirement Date, his Accrued Benefit based on his Average Monthly 
Compensation determined on his Early Retirement Date and his Credited Service 
to his Early Retirement Date.

                       (b)    Notwithstanding Subsection (a), an Active or 
Inactive Member may irrevocably elect prior to his Early Retirement Date, to 
have his early retirement benefit commence on the first day of any subsequent 
month.  In such event, the Active or Inactive Member's early retirement 
benefit shall be reduced by .35% for each month that the Member's benefit 
commencement date precedes his Normal Retirement Date.

                 5.3   Retirement Benefits Payable or Accrued Prior
                       to the Effective Date

                 All benefits payable or accrued prior to the Effective Date to
terminated or retired participants of the Prior Plan shall be paid or continue
to be paid under the terms of the Prior Plan.





                                       22
   74
                                   ARTICLE VI

                              TERMINATION BENEFITS

                 6.1   Upon Termination of Employment

                       (a)    If an Active or Inactive Member's employment is 
terminated with the Employer prior to qualifying for any other benefits under 
the Plan and if an Active or Inactive Member fails to complete ten years of 
Service (five years of Service with respect to those Members who perform at 
least one hour of Service on or after July 1, 1989), there shall be no 
benefits payable under the Plan and such "benefits" shall be deemed cashed out 
upon such Member's termination of employment.

                       (b)    If, however, an Active or Inactive Member 
completes ten years of Service (five years of Service with respect to those 
Members who perform at least one hour of Service on or after July 1, 1989), he 
shall become a Vested Member and shall, at his Normal Retirement Date be 
entitled to elect to become a Retired Member and subject to Article VIII, be 
entitled to receive his Accrued Benefit based on his Average Monthly
Compensation determined on the date his employment terminated with the
Employer, and his Credited Service to the date his employment terminated with
the Employer.

                 6.2   Early Payment of Vested Benefit

                 A Vested Member, who terminates employment subsequent to the
Effective Date, may elect to commence





                                       23
   75
payment of his benefit payable in accordance with Subsection 6.1(b) on the
first day of any month coincident with or following his attainment of age 55 by
filing a written request with the Pension Administrative Committee.  In such
event, the Vested Member's benefit shall be actuarially reduced in accordance
with the actuarial assumption set forth in the Plan for each month that the
Member's benefit commencement date precedes his Normal Retirement Date.

                 6.3   Prior Vesting Schedule Election

                 If the vesting schedule set forth in this Plan is amended, the
non-forfeitable percentage will not be less than before the amendment.
Moreover, any Plan amendment changing the vesting schedule of the Plan shall
allow any Member with at least five (5) years of Service (three (3) years of
Service with respect to those Members who perform at least one hour of Service
on or after July 1, 1989) to elect within a reasonable period after the
adoption of such amendment, to have his non-forfeitable percentage computed
under the Plan without regard to such amendment.



                                  ARTICLE VII

                          BENEFITS PAYABLE UPON DEATH

                 7.1   Death Prior to Completion of Ten (10) Years
                       of Service

                 Upon the death of an Active or Inactive Member prior to his
completion of ten years of Service (five (5)





                                       24
   76
years of Service with respect to those Members who perform at least one (1)
hour of Service in any Plan Year which begins after December 31, 1988) or
attainment of his Normal Retirement Date, there shall be no benefits payable
under the Plan.

                 7.2   Death Subsequent to Completion of Ten (10)
                       Years of Service and Prior to Normal Retirement
                       Date

                       (a)    Death Before Early Retirement Date.

                 Upon the death of an Active or Inactive Member (including a
Member on a leave of absence approved by the Employer) subsequent to his
completion of ten (10) years of Service (five (5) years of Service with respect
to those Members who perform at least one (1) hour of Service in any Plan Year
which begins after December 31, 1988) or a Member who became a Vested Member on
or after August 23, 1984 and prior to attainment of age 55, there shall be no
benefits payable under the Plan, unless the Member had been legally married at
the time of his death, to his present spouse for at least one year.  In such
event, the Member's spouse shall be entitled to the 100% joint and survivor
benefit she would have received had the Member terminated employment on the
date preceding his death, retired on his Earliest Retirement Date and had
received his Normal Form of Retirement Income  paid in accordance with
Subsection 8.7(b).  For purposes of this Article 7, "Earliest Retirement Date"
shall mean the





                                       25
   77
first of the month coincident with or next following the Member's 55th
birthday.

                       (b)    Death After Early Retirement Date. Upon the 
death of:

                                (i)   an Active or Inactive Member (including 
a Member on a leave of absence approved by the Employer) subsequent to his 
completion of ten (10) years of Service (five (5) years of Service with 
respect to those Members who perform at least one (1) hour of Service on or
after July 1, 1989) and attainment of age 55 and prior to his Normal Retirement
Date; or

                               (ii)   a Vested Member over age 55 at the time 
of his death who had accrued at least one hour of Service after August 23, 
1984; or

                              (iii)   a Member who retired on his Early 
Retirement Date, but had not elected an early commencement of his benefit
in accordance with Subsection 5.2(b), prior to his Normal Retirement Date;
there shall be no benefits payable under the Plan, unless the Member had been
legally married, at the time of his death, to his present spouse for at least
one (1) year.  In such event, the Member's spouse shall be entitled to a
survivorship benefit equal to the 100% joint and survivor benefit she would
have received had the Member retired on the day preceding his death and had
received his Normal Form





                                       26
   78
of Retirement Income paid in accordance with Subsection 8.7(b).

                       (c)    In addition, upon the death of a Member who 
became a Vested Member on or after July 1, 1976 and prior to August 23, 1984 
and who dies after August 22, 1984, there shall be no benefits payable under 
the Plan, unless the Member had been legally married, at the time of his 
death, to his present spouse for at least 1 year.  In such event, the Member's
spouse shall be entitled to a survivorship benefit equal to the 50% joint and
survivor benefit she would have received had the Member survived and retired on
his Earliest Retirement Date and had received his Normal Form of Retirement
Income paid in accordance with Subsection 8.7(c) Option 3.

                 These additional spouse benefits are intended to qualify as
qualified Pre-Retirement survivor annuities under Sections 401(a)(11) and 417
of the Code.

                       (d)    As set forth above, a Vested Member who dies 
before the annuity starting date and who has a surviving spouse shall have his 
death benefit paid to his surviving spouse in the form of a Pre-Retirement 
Survivor Annuity.  The Member's spouse may direct that payment of the 
Pre-Retirement Survivor Annuity commence not later than the Earliest
Retirement Date under the Plan.  However, payment of such benefit will commence
at the time the participant





                                       27
   79
would have attained the later of his Normal Retirement Age or age 62, unless
the spouse elects a later date.

                 7.3   Death Subsequent to Normal Retirement Date
                       and Prior to Actual Retirement

                       (a)    Upon the death of an Active or Inactive Member 
subsequent to his Normal Retirement Date and prior to his actual retirement, 
where such Member is not survived by a spouse to whom the Member was legally 
married for at least one (1) year on the date of his death, there shall be no 
benefits payable under the Plan, unless the Member had elected an option in 
accordance with Subsection 8.7(c).

                       (b)    Upon the death of an Active or Inactive Member, 
subsequent to his Normal Retirement Date and prior to his actual retirement, 
where such Member is survived by a spouse to whom he was legally married for 
at least one (1) year on the date of his death, his spouse shall be entitled 
to a survivorship benefit in accordance with Subsection 8.7(b), unless the 
Member had elected an option in accordance with Subsection 8.7(c).

                       (c)    Upon the death of an Active or Inactive Member 
subsequent to his Normal Retirement Date and prior to his actual retirement, 
where such Member elected an option in accordance with Subsection 8.7(c), the 
Member's Beneficiary shall be entitled to a benefit in accordance with the 
terms of the option elected.





                                       28
   80
                 7.4   Death of a Retired Member

                 Upon the death of a Retired Member, with respect to whom no
joint and survivor benefit had been in effect in accordance with Subsection
8.7(b), or where an option had not been elected in accordance with Subsection
8.7(c), there shall be no benefits payable from the Plan.  If a joint and
survivor benefit form had been in effect in accordance with Subsection 6.7(b),
or where an option had been in effect in accordance with Subsection 8.7(c), the
terms of such benefit form or option shall apply.



                                  ARTICLE VIII

                        BENEFIT LIMITATIONS AND PAYMENT

                 8.1   Duplication of Benefits

                 Notwithstanding any provisions of the Plan,

                       (a)    If a Member is entitled to any retirement income 
or other benefits attributable to Employer contributions from any other 
retirement plan or annuity by reason of a collective bargaining agreement 
covering such Member or under any State statute on account of disability 
(excluding Worker's Compensation payments), the benefits to which such Member 
may be entitled under this Plan shall be reduced.  Such reduction shall be in 
an amount equal to the portion of such other retirement income or other 
benefit attributable to concurrent Service with the Employer for which the 
member is receiving a benefit under the Plan.





                                       29
   81
                       (b)    In the determination of any benefit
to which a Member will be entitled under the Plan, actuarial adjustments shall
be made to reflect any amounts previously paid to the Member under the Plan.

                 8.2   Benefit Reduction for Cost of Insurance
                       Coverage

                 The retirement income payable to a Retired Member shall, with
the permission of the Pension Administrative Committee, be reduced by the cost
of group insurance premiums, where the Retired Member so elects.  The Pension
Administrative Committee shall direct the Trustee to deduct the amount of the
insurance premium from the Member's retirement income and pay such amount
directly to the insurance carrier.

                 8.3   Maximum Benefit Limitation

                 Notwithstanding any provisions of the Plan to the contrary, in
no event shall a Member's monthly retirement income exceed the lesser of (a)
$7,500 (the "Dollar Limitation"), or (b) 100% of the Member's average monthly
compensation, as defined in Treasury Regulation 1.415-2(d)(1)(i), during the
three consecutive calendar years of the Member's highest earnings (the
"Compensation Limitation"), subject to:

                                (i)   The above limitations shall apply to a 
benefit payable to the Member either as a Normal Form of Retirement Income
or as a joint and surviving option described in Section 8.7(b); if, however,
the benefit is payable in a form other than a joint and survivor option





                                       30
   82

described in Section 8.7(b) or other than as a Normal Form of Retirement
Income, the limitations shall apply to the single-life annuity which is the
Actuarial Equivalent of such benefit.

                               (ii)   If a benefit is payable prior to a 
Member's attainment of Social Security Retirement Age, the Dollar Limitation
(when expressed as an annual benefit) shall be adjusted so that it is the
Actuarial Equivalent of an annual benefit of $90,000, multiplied by the
Adjustment Factor, as prescribed by the Secretary of the Treasury, beginning at
the Social Security Retirement Age.  The adjustment provided for in the
preceding sentence shall be made in such manner as the Secretary of the
Treasury may prescribe which is consistent with the reduction for old age
insurance benefits commencing before the Social Security Retirement Age under
the Social Security Act.

                 However, for Plan Years prior to July 1, 1987, such Actuarial
Equivalent of the Dollar Limitation shall not result in a Dollar Limitation
which is less than $6,250 with respect to a benefit commencing on or after age
55 or less than the Actuarial Equivalent of such $6,250 Dollar Limitation for a
benefit commencing prior to age 55.

                              (iii)   If a benefit commences after a Member's 
attainment of Social Security Retirement Age, the





                                       31
   83
Dollar Limitation (when expressed as an annual benefit) shall be adjusted so
that it is the Actuarial Equivalent of an annual benefit of $90,000 beginning
at the Social Security Retirement Age, multiplied by the Adjustment Factor as
prescribed by the Secretary of the Treasury, based on the lesser of the
interest rate assumption under the Plan or on an assumption of five percent
(5%) per year.

                               (iv)   If a Member has fewer than ten (10) 
years of participation (as defined for purposes of Code Section 415(b)(5)), 
the Member's Accrued Benefit shall not exceed the Dollar Limitation as 
adjusted by multiplying such amount by a fraction, the numerator of which is
the Member's number of years (or part thereof) of participation in the Plan,
and the denominator of which is ten.

                 In no event shall this Subsection reduce the limitations
provided under Sections 415(b)(1) and (4) of the Code to an amount less than
one-tenth of the applicable limitation (as determined without regard to this
Subsection).

                 To the extent provided by the Secretary of the Treasury, this
Subsection shall be applied separately with respect to each change in the
benefit structure of the Plan.

                                (v)   The maximum Dollar Limitation of $7,500 
shall be automatically adjusted as permitted by Treasury Department 
regulations to reflect increases in the cost of living.  As a result of such an
adjustment, a





                                       32
   84
benefit which had previously been limited by the provisions of this Section may
be increased with respect to future payments to the lesser of the new adjusted
Dollar Limitation amount or the amount of benefit which would have been payable
under this Plan in accordance with Article V.

                               (vi)   In no event shall a Member be limited to 
an annual Normal Form of Retirement Income under this Section of less than 
$1,000 for each year of Service up to a maximum of $10,000, provided such 
Member never participated in a tax qualified defined contribution plan
maintained by the Employer, and his total Normal Form of Retirement Income for
all defined benefit plans of the Employer does not exceed $10,000 for any Plan
Year.

                              (vii)   Where a Member is also a participant of 
a tax qualified defined contribution plan maintained by the Employer, the sum 
of the Defined Benefit Fraction and the Defined Contribution Fraction may not 
exceed 1.0.  Where such fraction is exceeded, the Pension Administrative 
Committee shall limit the benefit payable under this Plan and/or the annual 
additions made on the Member's behalf under the defined contribution plan in 
such manner, and in their sole discretion, so that the total of the Defined 
Benefit Fraction and the Defined Contribution Fraction would not exceed 1.0.

                 As used herein, "Defined Benefit Plan Fraction" for any Plan
Year is a fraction, the numerator of which is





                                       33
   85
the Member's projected annual benefit under the Plan (determined at the close
of the Plan Year) and the denominator of which is the lesser of (A) 1.25
multiplied by the larger of the Dollar Limitation, or (B) 1.4 multiplied by the
Compensation Limitation.

                 As used herein, "Defined Contribution Plan Fraction" for any
Plan Year is a fraction, the numerator of which is the sum of the "annual
additions" (as defined under the tax qualified defined contribution plan) to
the Member's account under the Employer's defined contribution plan during such
Plan Year and for all prior Plan Years and the denominator of which is the
lesser of (A) 1.25 multiplied by the larger of the "dollar limitation" (as
defined in the defined contribution plan), for such Plan Year or (B) 1.4
multiplied by the "compensation limitation" (as defined in the defined
contribution plan) for such Plan Year.

                 For purposes of computing the defined contribution plan
fraction of Section 415(e)(1) of the Code, "Annual Addition' shall mean the
amount allocated to a participant's account during the limitation year as a
result of:

                       (a)    Employer contributions,

                       (b)    Employee contributions,

                       (c)    Forfeitures, and

                       (d)    Amounts described in Sections 415(1)(1) and 
419A(d)(2) of the Code.





                                       34
   86
The Annual Addition for any limitation year beginning before January 1, 1987
shall not be recomputed to treat all Employee contributions as an Annual
Addition.

                 If the Plan satisfied the applicable requirements of Section
415 of the Code as in effect for all limitation years beginning before January
1, 1987, an amount shall be subtracted from the numerator of the defined
contribution plan fraction (not exceeding such numerator) as prescribed by the
Secretary of the Treasury so that the sum of the defined benefit plan fraction
and defined contribution plan fraction computed under Section 415(e)(1) of the
Code (as provided herein) does not exceed 1.0 for such Limitation Year.

                 Solely for the purposes of applying the limitations of Code
Section 415, as set forth in this Section 8.3, "Compensation" shall include the
Member's wages, salaries, fees for professional service and other amounts for
personal services actually rendered in the course of employment with an
Employer maintaining the Plan (including, but not limited to, sales
commissions, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses and in the case of a Member
thereunder, the Member's earned income (as described in Code Section 401(c)(2)
and the regulations thereunder) paid during the "limitation year."
"Compensation" shall exclude (1)(A) contributions made by the Employer to a
plan of





                                       35
   87
deferred compensation to the extent that, before the application of the Code
Section 415 limitations to the Plan, the contributions are not includable in
the gross income of the Employee for the taxable year in which contributed, (B)
Employer contributions made on behalf of an Employee to a simplified employee
pension plan described in Code Section 408(k) to the extent such contributions
are deductible by the Employee under Code Section 219(a), (C) any distributions
from a plan of deferred compensation regardless of whether such amounts are
includable in the gross income of the Employee when distributed except any
amounts received by an Employee pursuant to an unfunded non-qualified plan to
the extent such amounts are includable in the gross income of the Employee; (2)
amounts realized from the exercise of a non-qualified 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; (3)
amounts realized from the sale, exchange or other disposition of stock acquired
under a qualified stock option; and (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 includable in the gross income of the
Employee), or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of any annuity contract described in
Code Section 403(b)





                                       36
   88
(whether or not the contributions are excludable from the gross income of the
Employee).

                 For Plan Years beginning after December 31, 1993,
"Compensation" for Section 415 purposes shall be limited to $150,000 ($200,000
as adjusted for years between 1988 and 1993) (unless adjusted in the same
manner as permitted under Code Section 415(d)).  For Plan Years beginning prior
to January 1, 1989, the $200,000 limit on Compensation shall apply only for Top
Heavy Years and shall not be adjusted.

                 Notwithstanding any other contrary provision of the Plan, in
calculating the Accrued Benefit (including the right to any optional benefit
provided under the Plan) of any Plan participant who is a highly compensated
employee within the meaning of Section 414(q)(1)(A) or (B) of the Code, such
highly compensated employee shall accrue no additional benefit under the Plan
on or after July 1, 1989 to the extent that such additional benefit accrual
exceeds the benefit which would otherwise accrue in accordance with the terms
of the Plan as subsequently amended to comply with those qualification
requirements described in Treasury Regulation 1.401(b)-l(b)(2)(ii).

                 This provision shall be effective until the last day by which
the Plan may be amended retroactively to comply with the Tax Reform Act of 1986
(TRA '86) for its first Plan Year beginning in 1989 in order to remain
qualified under the Code and shall be effective for such period if and only





                                       37
   89
if the subsequent Plan amendment to comply with TRA '86 is made on or before
the last day by which the Plan may be amended retroactively to comply with TRA
'86 for its first Plan Year commencing in 1989 in order to remain qualified
under the Code.

                 In addition, the benefit accrued by any highly compensated
Employee, within the meaning of Section 414(q)(l)(A) or (B) of the Code, shall
in no event exceed the benefit accrual provided during the 1989 Plan Year with
respect to such participant under the terms of the Plan as subsequently amended
to comply with the terms of TRA '86.  However, such highly compensated
Employee's benefit shall not be less than what that participant had accrued as
of the last day of the last Plan Year beginning before January 1, 1989.

                 For purposes of this Section, all tax qualified defined
benefit plans of the Employer, whether or not terminated, are to be treated as
one defined benefit plan and all tax qualified defined contribution plans of
the Employer, whether or not terminated, are to be treated as one defined
contribution plan.

                              (viii)   Effective for Plan Years beginning 
after December 31, 1993, Compensation shall in no event exceed $150,000 
annually as adjusted for cost of living in accordance with Section 415(d) of 
the Code for each Member participating in the Plan.  For purposes of the 
$150,000





                                       38
   90
limitation on Compensation, in determining the Compensation of a Member, the
rules of Section 414(q)(6) of the Code shall apply, except the term "family"
shall include only the spouse of the Member and any lineal descendants of the
Member who have not attained age 19 before the close of the Plan Year.

                                (ix)   If the Current Accrued Benefit of an 
individual who is an Active or Inactive Member as of the first day of the
limitation year beginning on or after January 1, 1987 exceeds the benefit
limitation under Section 415(b) of the Code (as modified by this Amendment),
then, for purposes of Code Section 415(b) and (e) the Dollar Limitation (when
expressed as an annual benefit) with respect to such individual shall be equal
to such Current Accrued Benefit.

                                 (x)   For purposes of this Section, the
following definitions shall apply:

                                       (a)    "Adjustment Factor" shall mean 
the cost of  living adjustment factor prescribed by the Secretary of the 
Treasury under  Section 415(d) of the Code for years beginning after December 
31, 1987,  applied to such items and in such manner as the Secretary shall 
prescribe.

                                       (b)    "Current Accrued Benefit" shall 
mean a Member's  Accrued Benefit under the Plan determined as if the Member 
had separated from  Service as of the close of the last limitation year 
beginning before





                                       39
   91
January 1, 1987, when expressed as an annual benefit within the meaning of
Section 415(b)(2) of the Code.  In determining the amount of a Member's Current
Accrued Benefit, the following shall be disregarded:

                                               i)   Any change in the terms and
conditions of the Plan after May 5, 1986; and

                                              ii)   Any cost of living 
adjustment occurring after May 5, 1986.

                                       (c)    "Social Security Retirement Age"
shall mean the age used as the retirement age of the Member under Section
216(1) of the Social Security Act, except that such Section shall be applied
without regard to the age increase factor, and as if the earlier age under
Section 216(1)(2) of such Act was 62.

                 8.4   Limitations Applicable to Twenty-Five (25)
                       Highest Paid Employees

                 Notwithstanding any other provisions of the Plan, during the
first ten years after June 30, 1976 or after the effective date of any
amendment increasing any benefits of the Plan (each such date hereinafter
referred to as "Benefit Increase Date"), the retirement income attributable to
the Employer's contribution for the twenty-five (25) highest paid persons in
the employ of the Employer on the Benefit Increase Date who are or who may
become Members, and whose normal retirement income may exceed $1,500 annually,
shall be subject to the following limitations:





                                       40

   92





                 (a)    The benefit payable to any such Employee shall not 
exceed the greater of (i) or (ii):

                        (i)   The greater of (1), (2) or (3):

                             (a)    $20,000 or

                             (b)    The sum of (A) the Employer 
contributions (or funds attributable thereto) which would have been 
applied to provide the benefit for the Member under the Plan if it had been 
terminated on the day prior to the Benefit Increase Date, and (B) an amount 
equal to twenty percent (20%) of his annual compensation, or $10,000, 
whichever is smaller, multiplied by the number of years elapsed since the 
Benefit Increase Date for which the full current costs have been met; or

                             (c)    The Employer contributions (or funds 
attributable thereto) which would have been applied to provide the benefits for 
the Member had the Plan in existence prior to the Benefit Increase Date, 
continued without change.

                        (ii)   For a Member who is not a "substantial owner" 
as defined in Section 4022(b)(5) of the Employee Retirement Income Security 
Act of 1974 ("ERISA") the present value of the maximum benefit described in 
Section 4022(b)(3)(B) of ERISA (determined on the date the Plan terminates 
or on the date benefits commence, whichever is earlier and determined in 
accordance with regulations of the





                                       41

   93
Pension Benefit Guaranty Corporation ("PBGC") without regard to any other
limitation in Section 4022 of ERISA.

                 For a Member who is a "substantial owner" as defined in
Section 4022(b)(5) of ERISA the present value of the benefit guaranteed for
such Member under Section 4022 of ERISA, or if the Plan has not terminated, the
present value of the benefit that would be guaranteed if the Plan terminated on
the date the benefit commences, determined in accordance with regulations of
the PBGC.

                     (b)    If the limitations set forth in Subsection (a) are 
applicable, the excess reserves arising from the application of such 
limitations shall be used first for the benefit of the Members not
affected by such limitations to the extent necessary to satisfy the Plan's
liabilities with respect to such Members in accordance with the provisions of
Section 10.4.  After satisfying the liabilities of such unaffected Members, the
remaining excess reserves shall be allocated to the Members to whom they were
attributable, provided the prohibited discrimination will not result.

                     (c)    As long as the Plan remains in effect and its full 
current costs have been met, the provisions of this Section shall not 
restrict payment of death or survivor's benefits on account of a
deceased Member, or payment of the full retirement income of a Retired Member.
If the value of the retirement income is distributed in the





                                       42

   94





form of a lump sum payment, the Member shall have deposited, with an acceptable
depository, in accordance with either of the following provisions:

                        (i)   Property having a fair market value equal to 
125% of the amount which would be repayable to the Trust Fund if the Plan 
had terminated on the day of such lump sum distribution.  If at any
time the market value of such property should fall below 110% of the amount
which would then be repayable if the Plan were then to terminate, additional
property will be deposited by the Member to bring the value of the property
then being held by the depository up to 125% of such amount.

                        (ii)   Cash, savings, or depository accounts, cash 
value of any life insurance, endowment or annuity policy (with proper 
endorsement and/or a Financial Guarantee Bond underwritten by recognized
underwriters, having a value equal to 100% of the amount which would be
repayable if the Plan were then to terminate.

                 (d)    The above provisions of the Section are intended to 
conform the Plan to the requirements of Treasury Regulation 1.401-4(c), and 
shall be construed accordingly.  In the event that Congress should 
provide by statute, or the Commissioner of the Internal Revenue Service
should rule, that the conditions of this Section are no longer necessary for
the Plan to meet the requirements of the Code with respect to qualifications
for tax exemption of retirement





                                       43
   95
plans, this Section should immediately become ineffective without the necessity
of an amendment to the Plan.

                 8.5   Application for Benefits

                       (a)    A Member may be required to complete and file 
with the Pension Administrative Committee an application for his retirement 
benefit or other benefit payable under the Plan, and to furnish all 
information requested by the Pension Administrative Committee necessary for the
determination of such benefit.  The failure of the Member to complete and file
such application or to supply the requested information will result in a delay
in the payment of the Member's benefit until the application has been completed
and filed, and the required information received.

                       (b)    Any election to waive the joint and survivor 
annuity must be made by the Member in writing during the election period and 
be consented to by the Member's spouse.  Such spouse's consent shall be 
irrevocable and must acknowledge the effect of such election and be witnessed 
by a notary public.  Such consent shall not be required if it is established 
to the satisfaction of the Committee that the required consent cannot be 
obtained because there is no spouse, the spouse cannot be located, or
other circumstances that may be prescribed by Treasury regulations.  The
election made by the Member and consented to by his spouse may be revoked by
the Member in writing





                                       44
   96
without the consent of the spouse at any time during the election period.  The
number of revocations shall not be limited.  Any new elections must comply with
the requirements of this paragraph.  A former spouse's waiver shall not be
binding on a new spouse.

                       (c)    The election period to waive the joint and 
survivor annuity shall be the 90-day period ending on the "annuity
starting date."

                       (d)    For purposes of this Section, the "annuity 
starting date" means the first day of the first period for which an amount is 
received as an annuity, or, in the case of a benefit not payable in the form 
of an annuity, the first day on which all events have occurred which entitles 
the Member to such benefit.

                       (e)    With regard to the election, the Pension 
Administrative Committee shall provide the Member within a reasonable period 
of time prior to, or at the commencement of the ninety day election period 
prior to, the "annuity starting date" (and consistent with Treasury 
regulations), a written explanation of:

                                 (i)   The terms and conditions of the joint 
and survivor annuity, and

                                (ii)   the Member's right to make an election 
to waive the joint and survivor annuity, and





                                       45
   97
                               (iii)   the right of the Member's spouse to 
consent to any election to waive the joint and survivor annuity, and

                                (iv)   the right of the Member to revoke such 
election, and the effect of such revocation.

No Member shall be required to make an election under this Section unless he
has received such written notification.

                 8.6   Benefit Payment Period

                       (a)    Subject to Section 8.7, all benefits shall be 
payable monthly commencing as of the first day of the month coincident
with or next following the Member's Retirement Date; or the date for the
commencement of the Member's benefit, in accordance with Section 5.2; or the
date of the Member's death, where applicable; or the first day of the month
elected by

                       (b)    All benefits will be suspended during any 
calendar month following the Member's re-employment by the Employer or any of 
its subsidiaries or affiliates for at least 80 Hours of Service, or
following a Member's continued employment subsequent to his Normal Retirement
Date where the Member is employed for at least 80 Hours of Service in any
calendar year.

                       (c)    All benefits shall cease with the last monthly 
payment prior to the death of the last payee.

                       (d)    Notwithstanding any provision in the Plan to the 
contrary, a Member's benefits shall be





                                       46
   98
distributed to him no later than April 1 of the calendar year following the
later of (i) the calendar year in which the Member attains age 70 1/2 or (ii)
the calendar year in which the Member retires, provided, however, that this
clause shall not apply in the case of a Member who is a "five (5) percent
owner" at any time during the 5-plan year period ending in the calendar year in
which he attains age 70 1/2.  Alternatively, distributions to a Member must
begin no later than the applicable April 1st as determined under the preceding
sentence and must be made over the life of the Member (or the lives of the
Member and the Member's designated Beneficiary) or the life expectancy of the
Member (or the life expectancies of the Member and his designated Beneficiary).
For Plan Years beginning after December 31, 1988, clause (ii) above shall not
apply to any Member unless the Member had attained age 70 1/2 before January 1,
1988 and was not a "five (5) percent owner" at any time during the Plan Year
ending with or within the calendar year in which the Member attained age 66 1/2
or any subsequent Plan Year.

                 If the distribution of a Member's interest has begun in
accordance with a method selected in Section 8.7 and the Member dies before his
entire interest has been distributed to him, the remaining portion of such
interest shall be distributed at least as rapidly as under the method





                                       47
   99





of distribution selected pursuant to Section 8.7 as of his date of death.

                       (e)    For purposes of this Section, the life 
expectancy of a Member and a Member's spouse (other than in the case of a
life annuity) may be redetermined, but not more frequently than annually, and
in accordance with such rules as may be prescribed by Treasury regulations.
Further, life expectancy and joint and last survivor rules expectancy shall be
computed using the return multiples of Regulation 1.72-9.

                 8.7   Form of Benefit Payment

                       (a)    A Member who had not been legally married for at 
least one (1) year on the date his pension benefit is to commence shall 
receive his benefit payable under the Normal Form of Retirement Income, unless 
he elects otherwise in accordance with Subsection 8.7(c).

                       (b)    A Member who had been legally married for at 
least one (1) year on the date his pension benefit is to commence will have 
his Normal Form of Retirement Income actuarially reduced and paid in the form 
of a joint and 100% survivor benefit, unless the Member and his spouse elect 
otherwise in accordance with Subsection 8.7(c). Under the joint and 100% 
survivor benefit, the Member would receive an actuarially reduced retirement 
income during his lifetime.  Upon the Member's death, if his spouse, to whom 
he was legally married on the date his pension benefit commenced





                                       48
   100
survives him, 100% of the Member's monthly income will continue to his spouse
until her death.

                       (c)    A Member who had not been legally married for at 
least one (1) year on the date his pension benefit is to commence may elect on 
a form supplied by and filed with the Pension Administrative Committee prior 
to the date his pension benefit is to commence, to receive the Actuarial 
Equivalent of his Normal Form of Retirement Income payable under one of the 
optional forms set forth in this Subsection.

                 A Member who had been legally married for at least one year on
the date of his pension benefit is to commence, his spouse may elect, on a form
supplied by and filed with the Pension Administrative Committee, prior to the
date the Member's pension benefit is to commence, to receive the Actuarial
Equivalent of his Normal Form of Retirement Income payable under one of the
optional forms set forth in this Subsection.  Effective January 1, 1985, the
election by the Member's spouse must acknowledge the effect of such election
and must be witnessed by a notary public.

Optional Forms:

Option 1  -  100% Joint & Survivor Benefit

                A retirement benefit payable during the life of the Retired 
Member with the provision that after his death the benefit shall continue at 
the same rate during the life of, and shall be paid to, the spouse of the 
Retired Member





                                       49
   101
to whom he was legally married on the date his pension benefit commenced, if
the spouse survives the Retired Member.

Option 2  -  66 2/3% Joint & Survivor Benefit

                A retirement benefit payable during the life of the Retired 
Member with the provision that after his death the benefit shall continue at 
66 2/3% of such rate during the life of, and shall be paid to, the spouse of 
the Retired Member to whom he was legally married on the date his pension 
benefit commenced, if the spouse survives the Retired Member.

Option 3  -  50% Joint & Survivor Benefit

                A retirement benefit payable during the life of the Retired 
Member with the provision that after his death the benefit shall continue at 
50% of such rate during the life of, and shall be paid to, the spouse of the 
Retired Member to whom he was legally married on the date his pension benefit 
commenced, if the spouse survives the Retired Member.

Option 4 - 60 or 120 Month Period Certain Benefit

                A retirement benefit payable for 60 months certain, or 120 
months certain, to the Retired Member, or the Beneficiary designated by the 
Retired Member in writing to the Pension Administrative Committee, whether or 
not the Retired Member survives during the designated period





                                       50
   102
certain, and after the expiration of the period certain for so long as the
Retired Member shall live.

Option 5  -  Full Cash Refund Benefit

                A retirement benefit payable for the life of the Member, but 
in the event of death of the Member prior to the receipt of retirement 
benefits equal to the lump sum value, determined in accordance with the 
actuarial assumptions last adopted by the Pension Administrative Committee, of 
the Member's Normal Form of Retirement Income, the excess of the lump sum 
value of the Member's Normal Form of Retirement Income over the retirement 
benefit received by the Member shall be paid to the Member's Beneficiary.

                 For purposes of this Option only, the interest rate used as
part of the actuarial assumptions in determining the lump sum value shall be in
accordance with Section 1.2.

Option 6  -  Life Only

                 A retirement benefit payable solely during the life of the
Retired Member with no benefit payable upon the death of the Retired Member.

                 Notwithstanding the foregoing, no lifetime income option may
be permitted which would provide benefit payments extending beyond the life of
a Retired Member, or the life expectancy of a Retired Member and his
Beneficiary.  If the Beneficiary is other than the spouse, an option will only
be





                                       51
   103
permitted if it results in benefits to the Retired Member of more than 50% of
the benefits otherwise payable to him.

                 Upon the death of an Active, Inactive or Vested Member or
Beneficiary prior to the date the Member's pension benefit is to commence, the
election of any option shall be null and void.

                       (d)    Notwithstanding the foregoing Subsections:

                                (i)   if the amount of any retirement
income payable is less than $50 per month, the Pension Administrative Committee
shall determine to pay such benefit quarterly, semi-annually or annually.

                               (ii)   if the Actuarial Equivalent of
the Member's Normal Form of Retirement Income is $3,500 or less, the Pension
Administrative Committee shall distribute such benefit in the form of a lump
sum payment.

                 For purposes of this Subsection only, the interest rate used
to determine the Actuarial Equivalent shall be in accordance with Section 1.2.

                 In the event the lump sum value distributed to the Retired
Member in accordance with Subsection (d)(ii) is equal to the present value of
the Retired Member's Accrued Benefit, the Retired Member's Credited Service
prior to the date of distribution shall not be counted for any purposes of the
Plan in the event of the subsequent reemployment of the Retired Member by the
Employer.





                                       52
   104
                In the event the lump sum value distributed to the Retired 
Member in accordance with Subsection (d)(ii) is less than the present value of 
the Member's Accrued Benefit, the Retired Member may, upon return to the 
employ of the Employer, repay the full amount distributed to him plus interest
at the rate of five percent (5%) (or such other rate of interest as may be 
required under Code Section 411(c)(2)(C)(iii) per annum, compounded annually.  
Such repayment must be made (i) in the case of a withdrawal on account of 
separation from Service, before the earlier of five (5) years after the first 
date on which the Member is subsequently reemployed by the Employer or the 
close of the first period of five (5) consecutive one (1) year breaks in 
Service commencing with the withdrawal; or (ii) in the case of any other 
withdrawal, five (5) years after the date of the withdrawal.  In the absence 
of such repayment, the Retired Member's Credited Service prior to the date of 
distribution shall not be counted for any purposes of the Plan.

                       (e)    Subsequent to the later of the commencement of a 
Member's benefit under the Plan, or 90 days following receipt by the Member of 
information concerning his options under the Plan, no change in the form in 
which the benefit is being paid, or in the Beneficiary or joint annuitant 
chosen by the Member will be permitted; except that upon the death of a 
Beneficiary where Option 4 or 5 of





                                       53
   105
Subsection 8.7(c) had been elected by the Member, the Member may choose an
alternative Beneficiary.

                       (f)    The Pension Administrative Committee may 
promulgate rules and regulations governing all aspects of this Article.

                8.8   Substitute Payee

                If the Pension Administrative Committee finds that a Member or
Beneficiary entitled to receive any benefits hereunder is in his minority, or
in the judgment of the Pension Administrative Committee is unable to care for
his affairs because of a physical or mental condition, the Pension
Administrative Committee may pay the benefit due the payee to his spouse,
child, parent, brother or sister, or to such other person, persons or
institutions as, in the judgment of the Pension Administrative Committee, are
then maintaining or have custody of the payee, unless a prior claim has been
made by a legally appointed guardian, committee or other legal representative
of the payee.

                8.9   Unclaimed Benefits

                Notwithstanding any other provisions of the Plan, in the event
that all consecutive checks in payment of benefits under the Plan remain
outstanding at the expiration of six (6) months from the date of mailing of the
first such check to the last known address of the payee, the Trustee shall stop
payment of all outstanding checks and suspend the





                                       54
   106
issuance of any further checks to such payee until the current address of the
payee can be ascertained.

                8.10   Direct Rollover

                       (a)    This Section applies to distributions made on or 
after January 1, 1993.  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 Pension Administrative Committee, to have any portion of an eligible 
rollover distribution paid directly to an eligible retirement plan specified 
by the distributee in a direct rollover.

                       (b)    Definitions

                                 (i)   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:  any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the 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; and distribution
to the extent such distribution is required under section 401(a)(9) of the
Code; and the portion of any distribution that is not includible in gross
income





                                       55
   107
(determined without regard to the exclusion for net unrealized appreciated with
respect to employer securities).

                                (ii)   Eligible retirement plan:  An
eligible retirement plan is an individual retirement account described in
section 408(a) of the Code, an individual retirement annuity described in
section 408(b) of the Code, an annuity plan described in section 403(a) of the
Code, or a qualified trust described in section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual retirement account or
individual retirement annuity.

                              (iii)   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 section 414(p) of the Code, are distributees with regard
to the interest of the spouse or former spouse.

                               (iv)   Direct rollover:  A direct
rollover is a payment by the plan to the eligible retirement plan specified by
the distributee.





                                       56
   108

                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

                9.1   Appointment of Pension Administrative
                      Committee

                      (a)    The Board of Directors shall appoint a Pension 
Administrative Committee, consisting of no more than five (5) members, to 
serve at its pleasure in administering the Plan.

                      (b)    Any person appointed as a member of the Pension 
Administrative Committee shall signify his willingness to serve as such member 
by the filing of a written acceptance with the Board of Directors and the 
Pension Administrative Committee.  Any member of the Pension Administrative 
Committee may resign by delivering his written resignation to the Board of 
Directors and the Pension Administrative Committee, and such resignation shall 
become effective upon the date the resignation is received by the Board of 
Directors or such other date as may be agreeable between the Board of 
Directors and the resigning member.

                      (c)    Vacancies in the Pension Administrative Committee 
arising by resignation, death, removal, or otherwise, shall be filled by the 
Board of Directors.  If no members of the Pension Administrative Committee are 
in office, the Board of Directors shall be deemed the Pension Administrative 
Committee.





                                       57
   109
                9.2   Organization and Operation of the Pension
                      Administrative Committee

                      (a)    The Pension Administrative Committee shall 
endeavor to act, in carrying out its duties and responsibilities in the
interest of the Plan Members and Beneficiaries, with the care, skill, prudence,
and diligence under the prevailing circumstances that a prudent man, acting in
a like capacity and familiar with such matters, would use in the conduct of an
enterprise of like character and aims.

                      (b)    The Pension Administrative Committee shall act by 
a majority of its members or by unanimous approval of its members if there are 
two or less Pension Administrative Committee members in office at the time, 
and any action may be taken either by a vote taken in a meeting or by action 
taken in writing without the formality of convening a meeting.  In the event 
of a deadlock, the Pension Administrative Committee shall determine the method 
for resolving such deadlock.

                 If there are two or more Pension Administrative Committee
members, no member shall act upon any question pertaining solely to himself,
and the other member or members shall alone make any determination required by
the Plan in respect thereof.





                                       58
   110
                      (c)    The Pension Administrative Committee may 
authorize any one or more of its members to execute any document on behalf of 
the Pension Administrative Committee.

                      (d)    The Pension Administrative Committee may by 
written majority decision, delegate specific duties and powers to one or
more of its members.  Such delegation shall remain in effect until rescinded in
writing by a majority of the members of the Pension Administrative Committee.
The member or members so designated shall be solely liable, jointly and
severally, for their acts or omissions with respect to such delegated
responsibilities.  All other members shall be relieved of responsibility and
liability for duties and powers properly delegated to any other member of the
Pension Administrative Committee.

                      (e)    The Pension Administrative Committee shall 
endeavor not to directly or indirectly engage in any prohibited transactions, 
as set forth in the Employee Retirement Income Security Act of 1974.

                9.3   Duties and Responsibilities of the Pension
                      Administrative Committee

                The Pension Administrative Committee, except for such
investment and other responsibilities vested in the Pension Committee of the
Board of Directors, Trustee or an Investment Manager in accordance with the
provisions of the Trust Agreement, shall have full authority and





                                       59
   111
responsibility for administering the Plan in accordance with its provisions and
under applicable law.

                The duties and responsibilities of the Pension Administrative
Committee shall include, but shall not be limited to, the following:

                      (a)    To appoint such "enrolled actuaries" (as defined 
in The Employee Retirement Income Security Act of 1974), accountants, 
consultants, administrators, counsel, or such other persons it deems necessary 
for the administration of the Plan.

                 Members of the Pension Administrative Committee shall not be
precluded from serving the Pension Administrative Committee in one or more of
such individual capacities.

                      (b)    To determine all benefits and resolution of all 
questions arising from the administration, interpretation and application of 
Plan provisions, either by general rules or by particular decisions so as not 
to discriminate in favor of or against any person and so as to treat all 
persons in similar circumstances in a uniform manner.

                      (c)    To advise the Trustee with respect to all 
benefits which become payable under the Plan and to direct the Trustee as to 
the manner in which such benefits are to be paid.





                                       60
   112

                      (d)    To adopt such forms and regulations it deemed 
advisable for the administration of the Plan and the conduct of its affairs.

                      (e)    To adopt actuarial assumptions, deemed reasonable 
in the aggregate by an "enrolled actuary"; a funding policy; and, the schedule 
for amortization of any unfunded accrued liability.

                      (f)    To take such steps as it considers necessary and 
appropriate to remedy any inequity resulting from incorrect information 
received or communicated or as a consequence of administrative error.

                      (g)    To assure that its members, the Trustee and every 
other person who handles funds or other property of the Plan are bonded as 
required by law.

                      (h)    To settle or compromise any claims or debts 
arising from the operation of the Plan and to defend any claims in any legal 
or administrative proceeding.

                9.4   Records and Reporting

                      (a)    The Pension Administrative Committee shall keep a 
record of its proceedings and acts and shall keep books of account, records 
and other data as may be necessary for the administration of the Plan.

                      (b)    The Pension Administrative Committee shall make 
its records available to the Employer, or any Member or Beneficiary for 
examination during regular business hours, except that a Member or Beneficiary 
shall





                                       61
   113
examine only such records as pertain exclusively to himself and such other
material as may be required by law.

                      (c)    The Pension Administrative Committee shall 
furnish to each Member or Beneficiary any copies of documents and such
other material as may be required by law.  The Pension Administrative Committee
shall, upon written request of a Member or Beneficiary, also provide copies of
required material it deems appropriate or as may be required law, in which case
the Member or Beneficiary may be required to pay the reasonable cost of
preparing and furnishing such material as the Pension Administrative Committee
shall determine, or as prescribed or limited by law.

                9.5   Required Information

                The Employer or Members, and Beneficiaries entitled to
benefits shall furnish to the Pension Administrative Committee any information
or proof requested by the Pension Administrative Committee and required for the
proper administration of the Plan.  Failure on the part of any Member or
Beneficiary to comply with such request shall be sufficient grounds for the
delay in payment of benefits under the Plan until the requested information or
proof is received.

                9.6   Payment of Expenses

                Members of the Pension Administrative Committee shall serve
the Pension Administrative Committee without compensation.  The expenses of the
Pension Administrative





                                       62
   114
Committee as may be agreed upon in writing between the Employer and the Pension
Administrative Committee, shall be payable in accordance with Section 3.3.

                 9.7   Indemnification

                 The Employer agrees to indemnify and hold the Pension
Administrative Committee harmless against liability incurred in the
administration of the Plan, except that each member of the Pension
Administrative Committee shall solely be liable for his own gross negligence or
willful misconduct.

                 9.8   Procedure For Appeal of Denial of Benefits

                       (a)    The Pension Administrative Committee shall 
provide notice in writing to any Member or Beneficiary where a claim for
benefits under the Plan has been denied in whole or in part.  Such notice shall
be made within 90 days of the receipt by the Pension Administrative Committee
of the Member's claim or, if special circumstances require, and the Member is
so notified in writing, within 180 days of the receipt by the Pension
Administrative Committee of the Member's claim.  The notice shall (i) set forth
the specific reasons for the denial of benefits; (ii) contain specific
references of Plan provisions relative to the denial; (iii) describe any
material and information, if any, necessary for the claim for benefits to be
allowed, which had been requested, but not received by the Pension
Administrative Committee; and (iv) advise the Member or Beneficiary that





                                       63
   115
any appeal of the Pension Administrative Committee's adverse determination must
be made in writing to the Pension Administrative Committee, within 60 days
after receipt of this notification, setting forth the facts upon which the
appeal is based.

                       (b)    If the Member or Beneficiary fails to appeal 
the Pension Administrative Committee's denial of benefits in writing and 
within 90 days, the Pension Administrative Committee's determination shall
become final and conclusive.

                       (c)    If the Member or Beneficiary timely appeals the 
Pension Administrative Committee's denial of benefits, the Pension
Administrative Committee shall reexamine all issues relevant to the original
denial of benefits.  The Pension Administrative Committee may in addition, upon
at least ten (10) days written notice, request the claimant or his
representative to personally appear before it to make an oral presentation or
answer questions that may have been raised, or the Member or his representative
may make a request to personally appear before the Pension Administrative
Committee.

                       (d)    The Pension Administrative Committee shall 
advise the Member or Beneficiary in writing of its decision and the
specific reasons on which such decision was based within 60 days of receipt of
the written appeal, or personal appearance of the Member or his representative,





                                       64
   116
unless special circumstances require an extension of such 60 day period for not
more than an additional 60 days.  Where such extension is necessary the Member
shall be given written notice of the delay.



                                   ARTICLE X

                 AMENDMENT, MERGER AND TERMINATION OF THE PLAN

                 10.1   Amendment

                 The Plan may be wholly or partially amended by the Board of
Directors, provided that

                        (a)    prior to the satisfaction of all expenses of 
the Trust Fund and all liabilities under the Plan with respect to all Members 
or their Beneficiaries, no amendment may be made which would permit any part 
of the Trust Fund to be used for or diverted to purposes other than for (i) 
the exclusive benefit of the Members or their Beneficiaries and (ii) payment 
of expenses of the Plan and Trust Fund; and

                        (b)    no amendment shall deprive any Member or 
Beneficiary of any benefit already accrued and payable, unless such amendment 
is approved by the Secretary of Labor in accordance with the provisions of the 
Employee Retirement Income Security Act of 1974.

                 Notwithstanding the foregoing provisions, any amendment may be
retroactive to conform the Plan to governmental regulations or requirements so
as to establish





                                       65
   117
or maintain the Plan's qualification and the Trust Fund's tax-exempt status.

                        (c)    This Plan may be amended or modified at anytime 
by the Pension Administrative Committee provided, however, that (i) the 
Pension Administrative Committee shall refer to the Board of Directors any
such amendment which would, in the Pension Administrative Committee's
reasonable determination, result in an increase in the costs of funding plan
benefits unless such amendment results from changes in applicable laws or
regulations and has minimal financial impact; (ii) no such amendment shall
materially affect the powers, duties and responsibilities of the Pension
Administrative Committee; and (iii) notwithstanding any such power to amend,
the Board of Directors shall continue to hold the power and authority at any
time independently to amend the Plan and the Trust Agreement.  Upon delivery to
the Trustee by the Company of a written instrument setting forth the amendment,
modification or suspension, a certified copy of the resolution of the Board of
Directors or the action of the Pension Administrative Committee, as the case
may be, the Plan and the Trust Agreement shall be deemed to have been amended,
modified or suspended in the manner and to the extent set forth therein.

                 10.2   Merger of Plans

                 Upon the merger or consolidation of this Plan with any other
plan or the transfer of assets or liabilities from





                                       66
   118
the Trust Fund to another trust, all Members shall be entitled to a benefit at
least equal to the benefit they would have been entitled to receive had the
Plan been terminated in accordance with Section 10.3 immediately prior to such
merger, consolidation or transfer of assets or liabilities.

                 10.3   Termination

                 While the Plan and Trust Fund are intended to be permanent,
they may be terminated at any time by the Board of Directors, provided that
prior to the satisfaction of all expenses (including any expenses incurred in
effectuating the termination of the Plan and Trust Fund) and all liabilities
with respect to Members or their Beneficiaries, no part of the Trust Fund is to
be used for or diverted to purposes other than for the payment of the expenses
of the Trust Fund except as provided in the last paragraph of Section 10.4.

                 Written notification of such termination shall be given to
each participating Employer, the Trustee, the Pension Administrative Committee,
and each Member and Beneficiary entitled to, or receiving, benefits.  In
addition, notice of the proposed termination shall be filed with the Pension
Benefit Guaranty Corporation and the Internal Revenue Service.

                 Upon the complete or partial termination of the Plan, the
rights of all affected Members to benefits accrued





                                       67
   119
to the date of such complete or partial termination, to the extent funded based
on the order of allocation set forth in Section 10.4, shall be nonforfeitable
and such Member shall have further recourse to the Pension Benefit Guaranty
Corporation.

                 10.4   Manner and Order of Allocation of Trust Fund

                 In the event of the termination of the Plan and Trust Fund in
accordance with Section 10.3, the Trustee, after reserving an amount from the
Trust Fund sufficient to pay expenses, including expenses resulting from such
termination shall allocate the Trust Fund in accordance with the directions of
the Pension Administrative Committee in the following manner and order to the
extent of its sufficiency to provide:

                        (a)    First, the benefits of Members or Beneficiaries 
which were in pay status as of the beginning of the 3-year period ending on 
the termination date of the Plan, or which would have been in pay status as of 
such date if the Member had retired in accordance with Section 4.3, based on 
the provisions of the Plan in effect during the 5-year period ending on such 
date, under which such benefits would be the least;

                        (b)    Second, all other benefits under the Plan, if 
any, guaranteed by the Pension Benefit Guaranty Corporation in accordance with 
Section 4022 of the Employee





                                       68
   120
Retirement Income Security Act of 1974 determined without regard to Section
4022(b)(5) and 4022(b)(6) of such Act;

                        (c)    Third, all other nonforfeitable benefits under 
the Plan.  If the balance of the Trust Fund assets for allocation under this 
Subsection is not sufficient to satisfy these benefits in full, the following 
Paragraphs shall be applicable with respect to the order of allocation under 
this Subsection:

                                  (i)   Except as provided in Paragraph
(ii), first the remaining Trust Fund assets shall be allocated on the basis of
the benefits which would have been described in this Subsection under the Plan
as in effect at the beginning of the 5-year period ending on the date of the
Plan's termination.

                                 (ii)   If the Trust Fund assets available for 
allocation under Paragraph (i) are sufficient to satisfy in full the benefits 
described in such Paragraph (without regard to this Paragraph), then for 
purposes of Paragraph (i), benefits described shall be determined on the basis 
of the Plan as amended by the most recent Plan amendment effective during such 
5-year period under which the remaining Trust Fund assets available for 
allocation are sufficient to satisfy in full the benefits described in
Paragraph (i) on the basis of the Plan as amended by the next succeeding Plan
amendment in effect during such period.





                                       69
   121
                        (d)    Fourth, all other benefits under the Plan.

                 The amount allocated under any Subsection of this Section with
respect to any benefit shall be properly adjusted for any allocation of assets
with respect to that benefit previously made under a prior Subsection.

                 If the balance of the Trust Fund assets available for
allocation under this Section (other than Subsections (c) and (d) are
insufficient to satisfy the full benefits of the Members or Beneficiaries, the
remaining assets shall be allocated pro rata among such persons on the basis of
the present value, as of the termination date, of their respective benefits
described in that Subsection.

                 If the Internal Revenue Service determines that the allocation
under Subsections (c) and (d) will result in discrimination prohibited by
Section 401(a)(4) of the Code, a reallocation shall be made to the extent
deemed necessary by the Internal Revenue Service to avoid such discrimination.

                 After all liabilities to Members and their Beneficiaries have
been satisfied and after all expenses of the Plan and Trust Fund have been
satisfied, any excess balance remaining in the Trust Fund arising out of
actuarial error shall, at the direction of the Pension Administrative
Committee, be paid to the Employer.  For purposes of this Section, actuarial
error shall include but not be limited to





                                       70
   122
"erroneous actuarial computation," as described in Treasury Regulation
1.401-2(b).

                 10.5   Distribution Methods and Satisfaction of
                        Liability

                 As soon as administratively feasible following, where required
by law, (a) notification by the Pension Benefit Guaranty Corporation that the
Trust Fund is sufficient to discharge when due all obligations of the Plan with
respect to guaranteed benefits, and (b) receipt of a favorable letter of
determination from the Internal Revenue Service with regard to the termination
of the Plan and Trust Fund, the Trustee shall distribute or set aside to or for
the benefit of each Member or Beneficiary, the respective amounts allocated, in
accordance with Section 10.4, in such manner, through such trust funds, annuity
contracts, or other means as the Pension Administrative Committee shall direct.
If the amount allocated is less than the full purchase price of an annuity to
provide an equivalent benefit, and, if the Pension Administrative Committee has
directed that an annuity be purchased, such amount as so allocated shall be
applied to the purchase of the annuity and, anything herein to the contrary
notwithstanding, any and all liability of the Trust Fund to the Member or his
Beneficiary shall be fully discharged by such application and purchase, even
though the benefit may be reduced thereby.





                                       71
   123

                                   ARTICLE XI

                            PARTICIPATING EMPLOYERS

                 11.1   Adoption of Plan

                 Any corporation, division, plant or other entity may, with the
approval of the Board of Directors, upon the execution of an adoption
agreement, adopt the Plan and thereby become an Employer.

                 11.2   Alternative Provisions

                 Each Employer may, in lieu of the provisions of the Plan,
adopt such alternative provisions as to itself as shall be acceptable to the
Board of Directors.  Such alternative provisions shall be set forth in Schedule
C hereto.

                 11.3   Discontinuance of Contributions, Withdrawal
                        or Termination By Participating Employers

                 Each Employer having adopted the Plan shall have the right at
any time to discontinue further contributions, withdraw from the Plan or
terminate the Plan as to itself.

                 11.4   Merger of Two (2) Employers

                 A transfer of the Members and Employees between Employers as
the result of a sale of assets, merger or other reason shall be considered as a
merger of the interest in the Plan and Trust Fund as attributable to the
Members of both such Employers and shall not be deemed a termination of the
Plan or Trust Agreement.  Nor shall the transfer of such





                                       72
   124
Employees be deemed a termination of employment for any purposes of the Plan
and Trust Agreement.



                                  ARTICLE XII

                               GENERAL PROVISIONS

                 12.1   Exclusiveness of Benefits

                        (a)    The Plan has been created for the exclusive 
benefit of the Members and their Beneficiaries.  No part of the Trust
Fund shall ever revert to the Employer nor shall such Trust Fund ever be used
other than for the exclusive benefit of the Members and their Beneficiaries,
except as provided in accordance with Subsections 3.1(b) and 12.1(b) and
Sections 10.4 and 12.9. No Member or Beneficiary shall have any interest in or
right to any part of the Trust Fund, or any equitable right under the Trust
Agreement except to the extent expressly provided in the Plan or Trust
Agreement.

                        (b)    Notwithstanding Subsection (a), effective 
January 1, 1985, the Pension Administrative Committee and the Trustee
shall comply with a "Qualified Domestic Relations Order" as such term is
defined under Section 206(d) of the Employee Retirement Income Security Act
("ERISA").  The Pension Administrative Committee shall develop procedures to
determine whether a Qualified Domestic Relations Order is qualified under
Section 206(d) of ERISA.





                                       73
   125

                 12.2   Limitation of Rights

                 The establishment of this Plan shall not be considered as
giving to any Member or other employee of the Employer the right to be retained
in the employ of the Employer, and all Members and other employees shall remain
subject to discharge to the same extent as if the Plan had never been adopted.

                 12.3   Non-Assignability

                 Except as provided in this Section, no interest of any person
or entity in, or right to receive distributions under the Plan shall be subject
in any manner to sale, transfer, assignment, pledge, attachment, garnishment,
or other alienation or encumbrance of any kind; nor may such interest or right
to receive distributions be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings, except with respect to debts of a Member
to the Employer, but such debts to the Employer which may be subject to
attachment shall not exceed ten percent (10%) of the benefits payable to the
Member under the Plan.  Notwithstanding the preceding provisions of this
Section, all or any part of the Accrued Benefit of a Member shall be subject to
and payable in accordance with the applicable requirements of any Qualified
Domestic Relations Order, as





                                       74
   126
that term is defined in Section 414(p) of the Code, and the Pension
Administrative Committee shall provide for payment in accordance with such
order and Code Section and any Regulations promulgated under such Code Section.
All such payments pursuant to Qualified Domestic Relations Orders shall be
subject to reasonable rules and regulations promulgated by the Pension
Administrative Committee, provided that such rules and regulations are
consistent with Code Section 414(p).  If prior to the commencement of payment
of benefits to a Member, any amount of his Accrued Benefit is paid to an
alternate payee or payees pursuant to a Qualified Domestic Relations Order, the
amount of his Accrued Benefit shall be reduced by the Actuarial Equivalent of
any such payment.

                 Where spousal rights are determined pursuant to a Qualified
Domestic Relations Order, the Pension Administrative Committee or the Trustee
may permit a lump sum distribution to the alternate payee if the terms of the
Qualified Domestic Relations Order so requires.

                 If any payee or representative of a payee under the Plan
becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge any benefit, the Pension Administrative Committee
shall hold or apply the benefit or any part thereof to or for such person, his
spouse, his children, or other dependents, or any of them in such manner and in
such





                                       75
   127
proportions as the Pension Administrative Committee shall determine in its sole
discretion.

                 12.4   Construction of Agreement

                 The Plan shall be construed according to the laws of the State
of New York and all provisions hereof shall be administered according to, and
its validity shall be determined under, the laws of such State, except where
preempted by Federal law.

                 12.5   Severability

                 Should any provision of the Plan be deemed or held to be
illegal or invalid for any reason, such invalidity shall not adversely affect
any other Plan provision and in such case, the appropriate parties shall
immediately adopt a new provision, or regulation to take the place of the one
deemed or held to be illegal or invalid.  If the invalidity inhibits the proper
operation of this Plan a new provision shall be adopted to take the place of
the one deemed or held to be illegal or invalid.

                 12.6   Titles and Headings

                 The titles and headings of the sections in this instrument are
for convenience of reference only.  In the event of any conflict between the
text of this instrument and the titles or headings, the text rather than such
titles or headings shall control.





                                       76
   128
                 12.7   Counterparts as Original

                 The Plan has been prepared in counterparts, each of which so
prepared shall be construed as an original.

                 12.8   Construction

                 The masculine pronoun, where appearing in the Plan shall
include the feminine pronoun and the feminine pronoun shall include the
masculine.  The singular, where appearing in the Plan shall include the plural
and the plural shall include the singular.

                 12.9   Internal Revenue Service Approval

                 If the Plan is not initially approved and qualified by the
Internal Revenue Service as meeting the requirements of the Code so as to
permit the Employer to deduct for income tax purposes its contributions to the
Trustee, all of the Employer's contributions shall be returned to the Employer
within one year of such determination and the Plan shall be null and void.



                                  ARTICLE XIII

                              TOP HEAVY PROVISIONS

                 13.1   Top Heavy Determination

                        (a)    The following provisions shall become 
effective as of the first day of any Plan Year in which the Plan is determined 
to be a "Top Heavy Plan."

                        (b)    The Plan will be considered a Top-Heavy Plan 
for any Plan Year if as of the last day of the





                                       77
   129
preceding Plan Year (the "Determination Date"), the Aggregation Group (within
the meaning of Section 416(g) of the Code) of which the Plan is a part is
deemed top heavy because the present value of the Aggregate Accrued Benefits of
qualified Plan participants of such group who are "Key Employees" (as defined
in Section 416(i) of the Code) exceeds 60% of the present value of the
Aggregate Accrued Benefits of all such Plan participants.

                 "Aggregate Accrued Benefits" shall mean the accrued benefits
calculated as of the first day of the preceding Plan year with the present
value of such amounts based on the actuarial assumptions used by the Plan's
actuary in the actuarial valuation made as of the first day of such Plan year.

                        (c)    "Aggregation Group" means either a
Required Aggregation Group or a Permissive Aggregation Group as hereinafter
determined.

                                 (i)   Required Aggregation Group:  In
determining a Required Aggregation hereunder, each plan of the Employer in
which a Key Employee is a participant in the Plan Year containing the
Determination Date or any of the four preceding Plan Years, and each other plan
of the Employer which enables any plan in which a Key Employee participates to
meet the requirements of Code Section 401(a)(4) or 410, will be required to be
aggregated.  Such group shall be known as a Required Aggregation Group.





                                       78
   130
                                     (a)    In the case of a Required 
Aggregation Group, each plan in the group will be considered a Top Heavy Plan 
if the Required Aggregation Group is a Top Heavy Group.  No plan in the 
Required Aggregation Group will be considered a Top Heavy Plan if the Required 
Aggregation Group is not a Top Heavy Group.

                                (ii)   Permissive Aggregation Group:
The Employer may also include any other plan not required to be included in the
Required Aggregation Group, provided the resulting group, taken as a whole,
would continue to satisfy the provisions of Code Sections 401(a)(4) and 410.
Such group shall be known as a Permissive Aggregation Group.

                                        i)   In the case of a top heavy
Permissive Aggregation Group, only a plan that is part of the Required
Aggregation Group is a Top Heavy Plan.  No plan in the Permissive Aggregation
Group will be considered a Top Heavy Plan if the Permissive Aggregation Group
is not a Top Heavy Group.

                               (iii)   Only those plans of the Employer in 
which the Determination Dates fall within the same calendar year shall be 
aggregated in order to determine whether such plans are Top Heavy Plans.

                                (iv)   An Aggregation Group shall include any 
terminated plan of the Employer if it was maintained within the last five (5) 
years ending on the Determination Date.





                                       79
   131
                        (d)    Solely for the purpose of determining if the 
Plan, or any other Plan included in a Required Aggregation Group of which this 
Plan is a part, is top heavy (within the meaning of Section 416(g) of the Code) 
the Accrued Benefit of a Member other than a key employee (within the meaning 
of Section 416(i)(1) of the Code) shall be determined under (i) the method, 
if any, that uniformly applies for accrual purposes under all plans maintained 
by the Employer and any corporation or business which is a member of the 
controlled group or under common control with the Employer or (ii) if there is 
no such method, as if such benefit accrued not more rapidly than the slowest 
accrual rate permitted under the fractional accrual rule of Section 
411(b)(1)(C) of the Code.

                 13.2   Minimum Benefit

                        (a)    Notwithstanding Article V and VI, the minimum 
Normal Form of Retirement Income for a Member terminating employment at or 
after age 65, and the minimum Accrued Benefit, payable at Normal Retirement 
Date, for a Member who terminates employment prior thereto with entitlement to 
a benefit, shall be equal to the product of (a) two percent (2%) of the 
Member's average monthly earnings for his five (5) highest paid consecutive 
calendar years during which the Plan was a Top Heavy Plan, subsequent to 
December 31, 1983, multiplied by (b) the Member's





                                       80
   132
Credited Service (to a maximum of ten (10) years) accrued subsequent to
December 31, 1983.

                        (b)    If a Member's benefit had been suspended, in 
accordance with Subsection 8.6(c), the Member is entitled to have his benefit 
actuarially adjusted to reflect the portion of such suspended benefit 
attributable to the minimum benefit the member would be entitled to under (a) 
above, only if the Plan became a "Top Heavy Plan."

                 13.3   Minimum Vesting

                 Notwithstanding the provisions of Sections 6.1 and 6.2, a
Member shall be eligible for a deferred vested benefit in accordance with
Article VI, if while the Plan is a Top-Heavy Plan, his employment is terminated
before his death or Retirement but after he has completed at least two (2)
years of Service.  The amount of such Member's deferred vested benefit paid as
a Normal Form of Retirement Income, commencing as of his Normal Retirement
Date, shall be equal to the vested percentage of his Accrued Benefit,
determined in accordance with the following table:



Years of Service                       Vested Percentage
----------------                       -----------------
                                           
2 but less than 3............................. 20%
               
3 but less than 4............................. 40%
               
4 but less than 5............................. 60%
               
5 but less than 6............................. 80%
               
6 or more......................................100%




                 13.4   Change in Top Heavy Status

                 If the Plan after becoming a Top Heavy Plan subsequently
ceases to be such, the vesting schedule in





                                       81
   133
Section 13.3 shall only apply to a Member's Accrued Benefit determined as of
December 31 in the last Plan Year of top heaviness.  Notwithstanding the
foregoing, if such Member had completed at least five (5) years of Service as
of December 31 in the last Plan Year of top heaviness, the vesting schedule in
Section 13.3 shall continue to apply to his entire Accrued Benefit.

                 13.5   Distribution to Five Percent (5%) Owners

                 For any Plan Year in which the Plan is a Top Heavy Plan, any
benefit to which a Member who is a five percent (5%) Owner is entitled, shall
commence not later than the Member's taxable year in which he attains age 70
1/2, whether or not his employment is terminated in such year.  If a benefit
payment under the Plan is made directly to a five percent (5%) Owner before he
attains age 59 1/2, and during a Plan Year in which the Plan is a Top Heavy
Plan, the Member shall be advised by the Pension Administrative Committee that
his benefit will be subject to a special tax, unless such distribution is made
on account of disability.

                 13.6   Impact on Maximum Benefit Limitation
                        Contained in Section 8.3

                 For any Plan Year in which the Plan is a Top Heavy Plan,
Section 8.3 shall be read by substituting the number "1.00" for the number
"1.25" wherever it appears therein.





                                       82
   134

                                  ARTICLE XIV

                               NAMED FIDUCIARIES

                 14.1   Pension Administrative Committee

                 The named fiduciary under the Plan shall be the Pension
Administrative Committee, which shall have authority to control and manage the
operation and administration of the Plan, except with respect to those matters
which under the Plan or the Trust Agreement are the responsibility, or subject
to the authority, of the Pension Committee of the Board of Directors.  The
Pension Administrative Committee shall be the Committee appointed pursuant to
Section 9.1 of the Plan.

                 14.2   Pension Investment Committee

                 The Pension Investment Committee of the Board of Directors
(the "Board Committee") shall be the named fiduciary under the Plan with
respect to control or management of the assets of the Plan.  Except as
otherwise expressly provided in the Trust Agreement, the Board Committee shall
be responsible for making appropriate provision for the investment and
reinvestment of the Trust Fund.  The Board Committee may appoint an investment
manager or managers, as defined in ERISA, to manage (including the power to
acquire, invest and dispose of) any assets of the Plan.  The Board Committee
shall consist of at least two persons appointed from time to time by the Board
of





                                       83
   135
Directors.  The members of the Board Committee may, but need not, be members of
the Administrative Committee.

                 14.3   References to the Pension Administrative
                        Committee

                 All references in the Plan to the Pension Administrative
Committee shall mean the Pension Administrative Committee unless by reason of
this Article XIV the responsibility or authority in question is allocated to
the Board Committee.  All responsibilities and authorities of the Pension
Administrative Committee set forth in any section of the Plan outside of this
Article XIV shall be vested in the Pension Administrative Committee unless
specifically assigned to the Board Committee in this Article XIV; provided,
however, that any provisions relating to the Pension Administrative Committee
that could apply to each of the Pension Administrative Committee and the Board
Committee in their respective exercise of their separate





                                       84
   136
authority, including, without limitation, those provisions relating to
indemnification, shall apply to each such Committee.

                 IN WITNESS WHEREOF, this document has been executed and
adopted this 6th day of June, 1994.



                                                   TELEFLEX INCORPORATED



                                                   By: 
                                                      --------------------------
                                                                EMPLOYER





                                       85
   137

                                   SCHEDULE A

                               COVERED LOCATIONS


Mal Tool & Engineering:

         Manchester, Connecticut
         Vernon, Connecticut
         South Windsor, Connecticut
         North Charlestown, New Hampshire
         Rutland, Vermont

Cepco, Inc.:

         Chester, Vermont
         Brattleboro, Vermont

STS/Klock:

         Manchester, Connecticut

Pilling - Weck:

         Research Triangle Park, North Carolina

         Irivington, New Jersey
   138

                                   SCHEDULE B

                         PREVIOUS PLAN BENEFIT FORMULA


                 5.1   Upon Normal or Deferred Retirement

                 Upon retirement at his Normal or Deferred Retirement Date, an
Active or Inactive Member shall, subject to Article VIII, receive a monthly
Normal Form of Retirement Income equal to the amount set forth in Subsection
(a), or, if applicable and greater Subsection (b) or (c), subject to Subsection
(d) and (e):

                       (a)    (i)    1 1/2% of the Member's Average
Monthly Compensation, determined on his Normal Retirement Date, multiplied by
his Credited Service, to a maximum of 40 years, to his Normal Retirement Date,
less

                             (ii)   1 1/4% of the Member's Primary
         Social Security Benefit as in effect on the Member's date of
         retirement or termination of employment, whichever is applicable,
         multiplied by his Credited Service, to a maximum of 40 years, to his
         Normal Retirement Date.

                       (b)  For Members of the Plan on June 30, 1977:

                              (i)    2/3 of 1% of the Member's Average
         Monthly Compensation, determined on his Normal Retirement Date, not in
         excess of his supplemental Average Monthly Compensation, multiplied by
         his Credited Service, to a maximum of 40 years, to his Normal
         Retirement Date; and
   139
                             (ii)   1 1/3% of the Member's Supplemental
         Average Monthly Compensation, determined on his Normal Retirement
         Date, multiplied by his Credited Service, to a maximum of 40 years, to
         his Normal Retirement Date.

                 As used herein, "Supplemental Average Monthly Compensation,"
shall mean any excess of a Member's Average Monthly Compensation, determined on
his Normal Retirement Date, over the amount in the following table which,
according to the year of his 65th birthday, is applicable to him:



Calendar yr.                                       Calendar yr.                   Calendar yr.
of Member's                                        of Member's                    of Member's
65th Birthday                                      65th Birthday                  65th Birthday
-------------                                      -------------                  -------------
                                     Amount                        Amount                         Amount
                                     ------                        ------                         ------
                                                                                    
1974 or before                       $502          1986            $601           1998             $673
1975                                  515          1987             606           1999              682
1976                                  527          1988             610           2000              692
1977                                  538          1989             615           2001              701
1978                                  547          1990             619           2002              710
1979                                  556          1991             622           2003              719
1980                                  564          1992             626           2004              728
1981                                  572          1993             629           2005              734
1982                                  578          1994             632           2006              739
1983                                  585          1995             643           2007              742
1984                                  591          1996             653           2008              744
1985                                  596          1997             664           2009              747
                                                                                  2010 or later     750
 





                                       2
   140
                       (c)    1% of the Member's Average Monthly Compensation,
determined on his Normal Retirement Date, not in excess of $700, multiplied by
his Credited Service, to a maximum of 40 years, to his Normal Retirement Date.

                       (d)    Notwithstanding Subsections (a), (b) and (c), a
Member who was a participant of a Predecessor Plan on June 30, 1973, shall be
entitled to a minimum benefit equal to the benefit he would have been entitled
to receive had he continued as a participant of the Predecessor Plan, based
solely on the Predecessor Plan's benefit level in effect on June 30, 1973.

                       (e)    Notwithstanding the foregoing Subsections, in no
event shall a Member who retires on his Normal or Deferred Retirement Date be
entitled to a benefit of less than the largest benefit he would have been
entitled to receive had he retired on his Early Retirement Date and been
entitled to a benefit in accordance with Section 5.2.

                 For purposes of this Section 5.1, the "Primary Social Security
Benefit" shall mean the benefit to which the Member would be entitled to
receive, upon proper application, commencing at his Normal Retirement Date,
computed in accordance with the "Social Security Benefit Calculation Procedure"
adopted as of July 1, 1984 by the Pension Committee in effect at that time to
comply with Revenue Ruling 84-85, and set forth in Exhibit I.





                                       3
   141
                                   SCHEDULE C

                     SCHEDULE OF ALTERNATE PLAN PROVISIONS

                          FOR PILLING - WECK EMPLOYEES

               AT RESEARCH TRIANGLE PARK N.C. AND IRVINGTON, N.J.

1.              1.7  Notwithstanding contrary provisions of section 1.7, only
         for Employees of Pilling - Weck at Research Triangle Park, N.C. and
         Irvington, N.J. (hereinafter "Pilling - Weck Employees"), "Credited
         Service" shall only include periods of time subsequent to December 23,
         1993.

2.              1.19  Notwithstanding contrary provisions of section 1.19, for
         Pilling - Weck Employees, "Service" shall include the most recent
         period of uninterrupted employment with Edward Weck, Inc., or any
         predecessor prior to December 23, 1993.

3.              2.1  Each Pilling - Weck Employee on December 23, 1993, who is
         at least age 21 and completed at least one year of service shall
         become a member on such date.  Any Pilling - Weck Employee who is not
         at least age 21 or completed one year of service shall become a member
         upon the later of completion of one year of service and attainment of
         age 21.

                For purposes of this section 2.1 "Service" as defined at
         section 1.19 shall include uninterrupted
   142
          employment with Edward Weck, Inc. prior to December 23, 1993.





                                       2
   143
                                   EXHIBIT I

                 Social Security Benefit Calculation Procedure

                 Social Security Benefit means the monthly old age insurance
benefit to which a Plan participant is, or would upon proper application be,
entitled on his Normal Retirement Date under Title II of the Federal Social
Security Act (apart from the fact that the participant may have disqualified
himself from such Social Security benefit and without regard to any election
which may have been made by the participant to have a reduced Social Security
benefit commence prior to his Normal Retirement Date), as determined by the
Pension Administrative Committee based on the annualized rate of the
participant's Average Monthly Compensation, except to the extent that the
participant furnishes satisfactory evidence within one year of notice of the
amount of his Plan benefit, demonstrating that the Pension Administrative
Committee's determination may have overstated his actual Social Security
Benefit in which case the actual benefit shall be used.  An earnings history
shall be developed from the annualized rate of the participant's Average
Monthly Compensation for the calendar years proceeding the calendar year in
which the participant ceases to be an Active Member, or his Normal Retirement
Date, if earlier.  The wage discounts used to establish the earnings history
(including years of pre-Employer employment) shall
   144
be based on assumed historical salary increases of 6%.  The Social Security
Benefit of a participant who ceases to be an Active Member prior to attainment
of age 65 shall be computed by assuming that the participant continues to
receive wages under the Federal Social Security Act after he ceases to be an
Active Member until his attainment of age 65 at an annualized rate of his
Average Monthly Compensation.  In computing any participant's Social Security
Benefit, there shall be disregarded any increases in the old age benefit
occurring at any time after the date he ceased to be an Active Member (or his
Normal Retirement Date, if earlier) by reason of any benefit increase under the
Federal Social Security Act, as amended from time to time, including without
limitation, any automatic cost-of-living adjustment.





                                       2
   145
                                   EXHIBIT II

                             Actuarial Equivalents

                          Effective As of July 1, 1984

Actuarial Equivalent shall be based on the following:

                   
                       
         Interest:        7 1/2%.

         Mortality:       1983 Group Annuity Mortality Table for males, set
                          back one year for retirees and 5 years for 
                          beneficiaries.


   146


                              AMENDED AND RESTATED
                                TRUST AGREEMENT

         THIS AGREEMENT, entered into this 1st day of July 1994, by and between
Teleflex Incorporated (hereinafter referred to as the "Employer") and PNC BANK,
NATIONAL ASSOCIATION (hereinafter referred to as the "Trustee");

                                  WITNESSETH:

         WHEREAS, the Employer has adopted the Teleflex Incorporated Salaried
Employees' Pension Plan hereinafter referred to as the "Plan"), for the benefit
of its eligible employees; and

          WHEREAS, an Administrative Committee, (hereinafter referred to as the
"Committee"), has been created to administer the Plan; and

         WHEREAS, in accordance with the provisions of the Employee Retirement
Income Security Act of 1974, as amended (hereinafter referred to as "ERISA"),
the Plan provides that the assets of the Plan shall be held in trust for the
exclusive purposes of providing benefits to participants in the Plan and their
beneficiaries, and defraying reasonable expenses of administering the Plan and
Trust; and

         WHEREAS, the Employer has determined to replace the existing trustee
and appoint PNC Bank, National Association as successor trustee.

         NOW, THEREFORE, the Employer and the Trustee, intending to be legally
bound, do hereby agree as follows:
   147
                                  ARTICLE ONE
                                EMPLOYEES' TRUST

         1.1     ESTABLISHMENT AND ACCEPTANCE OF THE TRUST.  The Employer
hereby establishes with the Trustee a Trust consisting of such sums of money
and other property acceptable to the Trustee as shall from time to time be paid
or delivered to such Trustee in accordance with the provisions of the Plan.
All such money and property and all earnings and profits thereon, less any
losses and disbursements made by the Trustee, as authorized herein, shall
constitute the Trust Fund which shall be held, managed, and administered in
accordance with the provisions of this Agreement by the Trustee, who hereby
accepts the Trust created hereunder.

         1.2     IRREVOCABILITY OF CONTRIBUTIONS.  All contributions made to
the Trust shall be irrevocable during the existence of the Trust and shall be
administered exclusively for the benefit of the participants of the Plan and
their beneficiaries, except that, upon the Employer's request, a contribution
which was made by a mistake in fact, or conditioned upon initial qualification
of the Plan if the Plan does not initially qualify and the application for
determination relating to initial qualification is filed by the due date of the
Employer's return for the taxable year in which the Plan was adopted, or upon
the deductibility of the contribution under Section 404 of the Internal Revenue
Code of 1986, as amended (hereinafter referred to as the "Code") shall be
returned to the Employer within one year after the payment of the contribution,
denial of the qualification or the disallowance of the deduction (to the extent
thereof), whichever is applicable.

                                  ARTICLE TWO
                            FIDUCIARY RESPONSIBILITY

         2.1     EMPLOYER.  The Employer shall have the sole responsibility of
making its contributions under the Plan.  The Trustee shall have no right or
duty to require payment





                                      -2-
   148
of any contribution, or to inquire into the amount or method of determining the
amount of any contribution, and shall be accountable only for funds and
property actually received by it.

       2.2     COMMITTEE.  The Committee provided for in the Plan shall have the
exclusive authority to control and manage the operation and administration of
the Plan, to establish a funding method and policy consistent with the Plan's
objectives, as may be appropriate from time to time, and to direct the Trustee
to make disbursements from the Trust Fund.  The Committee shall provide the
Trustee with a certified copy of the Plan and all amendments, and from time to
time, shall communicate to the Trustee, in writing, the liquidity needs of the
Plan and such other information as is necessary for the Trustee to carry out
its fiduciary responsibilities under ERISA with respect to the investment of
the Trust Fund (or any portion thereof which is not under the management of an
Investment Manager), and the administration of the Trust Fund.  The Trustee
shall have no responsibility or duties whatsoever in respect to the
administration of the Plan, other than as set forth herein or as mutually
agreed upon in writing hereafter.

       2.3     TRUSTEE.  The Trustee shall have the authority and discretion 
to manage and control the Trust Fund to the extent provided in this Agreement, 
but does not guarantee the Trust Fund in any manner against investment loss or
depreciation in asset value, or guarantee the adequacy of the Trust Fund to
meet and discharge all or any liabilities of the Plan.  The Trustee shall not
be liable for the making, retention or sale of any investment or reinvestment
made by it, as herein provided, or for any loss to, or diminution of the Trust
Fund, or for any other loss or damage which may result from the discharge of
its duties hereunder except to the extent it is judicially determined that the
Trustee has failed to exercise the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and like aims.

         The duties and obligations of the Trustee shall be limited to those
expressly imposed upon it by this Agreement or subsequently agreed upon by the
parties, notwithstanding any reference herein to the Plan, or to the provisions
thereof, it being expressly agreed that the Trustee is not a party to the Plan.





                                      -3-
   149
         2.4     ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES.  For purposes
of ERISA, it is recognized that the Employer, Trustee, and the Committee are
Fiduciaries (collectively referred to herein as the "Fiduciaries"), but only
with respect to those specific powers, duties, responsibilities and obligations
as are specifically given them under the Plan or this Trust Agreement.  Each
Fiduciary may rely upon any direction, information or action of another
Fiduciary as being proper under the Plan or this Trust Agreement and is not
required under the Plan or this Trust Agreement to inquire into the propriety
of any such direction, information or action.  It is intended that each
Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under the Plan and this Trust
Agreement 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 values.

         2.5     GENERAL FIDUCIARY RESPONSIBILITIES.  The Fiduciaries shall
discharge the specific powers, duties, responsibilities or obligations given
them under the Plan or this Trust Agreement solely in the interests of
participants and their beneficiaries and for the exclusive purpose of providing
benefits to participants and their beneficiaries and defraying reasonable
expenses of administering the Plan and Trust Agreement, with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in
the conduct of an enterprise of a like character and with like aims.

                                 ARTICLE THREE
                      INVESTMENT AND ADMINISTRATIVE POWERS

         3.1     INVESTMENT POWERS OF THE TRUSTEE.  The Trustee is authorized,
in its sole discretion:

                 (a)    To invest and reinvest the funds received hereunder,
and any accretions thereto, without distinction between principal and income,
in such securities, (other than securities of the Trustee or its affiliates),
or in such other property, real or personal, wherever situate, whether or not
income producing, including but not limited to stock, common or preferred,
interests in investment companies, including so-called "money market





                                      -4-
   150
funds" (and further including investment companies for which Trustee or its
affiliate(s) may provide investment advisory, custodial, transfer agency or
other services and for which they may be separately and additionally
compensated), bonds and mortgages and other evidences of indebtedness
(including debt securities underwritten by Trustee or any of its affiliates,
whether individually or as a member of a divided or undivided syndicate), and
deposits in a bank or other financial institution under state or Federal
supervision, including the Trustee's banking department, which bear a
reasonable rate of interest; provided, however, that no investment shall be
made in securities or real property of the Employer in violation of Sections
406(a)(2) and 407(a) of Title I of ERISA.  In making such investments, the
Trustee shall not be restricted by any state law or statute designating
investments eligible for trust funds.

                 (b)    To invest all or any part of the funds received by it
in one or more common trust or collective investment funds maintained by the
Trustee or any affiliate of the Trustee (within the meaning of Section 1504 of
the Code or any subsequent corresponding section), but only if the trustee of
any such fund has acknowledged in the fund's governing instrument that it is a
fiduciary with respect to any plan the assets of which are invested thereunder.

                        Notwithstanding any other provisions of this Agreement,
in the event that participation in any such fund shall occur, the assets so
invested shall be subject to all the provisions of the common trust or
collective investment fund plan.  To the extent required by law, regulation, or
revenue ruling, the plan provisions of any common trust or collective
investment fund in which participation occurs are hereby expressly incorporated
herein by reference and shall be a part of this agreement.

                 (c)    To invest all or any part of the funds received or held
by it in any portfolios of the PNC Funds.  Attached hereto as Exhibit "A" is a
Disclosure Statement, accompanied by Prospectuses describing each of the
investment portfolios (the "Portfolios") listed in Exhibit "A" established
pursuant to a Declaration of Trust under the name of "The PNC Fund".  The
Employer acknowledges that it is independent of PNC Bank Corp. and its
affiliates ("PNC"), the PNC Fund and its affiliates and that it will not
receive direct or indirect consideration for its personal account in connection
with this investment.  Based upon these materials, including Exhibit "A" and
the Prospectuses mentioned above, the Employer hereby consents to the purchase
and sale of shares of any of the Portfolios listed in Exhibit





                                      -5-
   151
"A".  This consent shall remain in full force and effect until written notice
of revocation is provided to the Trustee.

                 (d)    To hold uninvested, from time to time, without
liability for interest thereon, such amounts as are necessary for the cash
requirements of the Plan; and to hold assets of the Trust Fund in cash or cash
equivalents, government securities, or straight debt securities in varying
proportions when and for so long as, in the opinion of the Trustee, prevailing
market and economic considerations indicate that it is in the best interest of
the Trust Fund to do so.

         3.2     ADMINISTRATIVE POWERS OF THE TRUSTEE. With respect to all
assets held hereunder, the Trustee is authorized:

                 (a)    To sell any such property, by private contract or at
public auction, for cash or credit, without notice or advertisement.  No person
dealing with the Trustee shall be bound to see to the application of the
purchase money or to inquire into the validity, expediency, or propriety of any
such sale or other disposition.

                 (b)    To exchange, mortgage, or lease any such property on
such terms and conditions as it may deem appropriate.

                 (c)    To grant or take options for any duration to purchase
any such property, whether personal or real.

                 (d)    To cause any securities or other property to be
registered in its own name or in the name of one or more of its nominees or a
nominee or nominees of any national registered securities depository which it
has selected and to hold any investment in bearer or other negotiable form
provided that the books and records of the Trustee at all times show that such
investments are part of the Trust Fund.  In compliance herewith, the Trustee
may give to any registrar, transfer agent, or insurer, including but not
limited to corporations, state, or Federal authorities or agents, any bond or
other guarantee which may be required.  Any registrar, transfer agent, or
insurer shall be fully protected and saved harmless from any action either at
law or in equity for acting upon or in compliance with the instructions
received in writing from the Trustee.

                 (e)    To vote upon any stocks, bonds or other securities; to
give general or special proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges, subscription rights, or
other options, and to make any





                                      -6-
   152
payments incidental thereto; to oppose or to consent to, or otherwise
participate in, corporate reorganization or other changes affecting corporate
securities, to delegate discretionary powers, and to pay any assessments or
charges in connection therewith; and generally to exercise any of the powers of
an owner with respect to stocks, bonds, securities, or other properties held as
part of the Trust Fund.  Provided, however, that the powers set forth in this
paragraph (e) shall vest in the Employer to the extent they relate to (1) any
shares in any mutual fund, including but not limited to any portfolio of the
PNC Funds for which the Trustee or any of its affiliates provides services to
the extent that any proxy or vote relates to such services or the compensation
therefor; and (2) any shares which constitute Employer securities as defined in
Section 407(d)(1) of ERISA.

                 (f)    To settle, compromise, or submit to arbitration any
claims, debts, or damage due or owing to or from the Trust Fund, to commence or
defend suits or legal or administrative proceedings, and to represent the Trust
Fund in all legal and administrative proceedings, provided, however, the
Trustee shall not be obligated to take any action or to appear and participate
in any action which would subject it to expense or liability unless it is first
indemnified in an amount and manner satisfactory to it, or is furnished with
funds sufficient, in its sole judgment, to cover the same.

                 (g)    To borrow money for the purposes of the Trust from any
person (other than the Trustee in its individual capacity or other party in
interest unless authorized pursuant to ERISA), and to pledge assets of the
Trust Fund as security for repayment.

                 (h)    To purchase any bonds or other items required by any
federal, state, or local government and to pay any insurance premium or other
type of assessment required by said governments as part of the operation of
such Trust.

                 (i)    To employ suitable agents, advisors, accountants, and 
counsel and to pay their reasonable expenses and compensation.

                        In addition to the foregoing powers, the Trustee shall 
also have all of the powers, rights and privileges conferred upon trustees by 
the Pennsylvania Fiduciaries Code, 20 Pa.C.S.A., Chapter 71, or as the same 
may be subsequently modified or amended, to the extent such law is not 
preempted by federal law, and the power to do all acts, take all proceedings, 
and execute all rights and privileges, although not specifically mentioned 
herein, as the Trustee may deem necessary to administer the Trust Fund and to 
carry out the purposes of this Trust.





                                      -7-
   153
         3.3     DISBURSEMENTS FROM TRUST FUND.  The Trustee shall from time to
time on the written direction of the Committee make payments out of the Trust
Fund to the Committee or to such persons, in such manner, in such amounts, and
for such purposes as may but need not be specified in the direction of the
Committee.  The Committee may also direct the payment of or reimbursement for
expenses of administering the Plan and Trust Fund.  Upon any such payment being
made, the amount thereof shall no longer constitute a part of the Trust Fund.

                 In addition, payment of the Trustee's compensation, expenses,
and taxes may be made from the Trust Fund as provided in ARTICLE FIVE.

                                  ARTICLE FOUR
                           DIRECTIONS TO THE TRUSTEE

         4.1     DIRECTIONS TO BE IN WRITING. All directions by the Committee
to the Trustee shall be in writing, signed by a member of the Committee or by
such other person or persons as may be designated from time to time by the
Committee.  The Employer shall deliver to the Trustee certificates evidencing
the appointment and termination of office of the members of the Committee and
the Committee shall deliver to the Trustee certificates designating any other
person authorized to act on its behalf, together with specimens of their
signatures.

         4.2     WARRANTY.  The Employer warrants that all certificates
delivered to the Trustee hereunder shall be genuine and executed by the proper
person or persons and that all directions issued to the Trustee by any of its
officers or agents, or by the Committee, will be in accordance with the terms
of the Plan and not contrary to the provisions of ERISA and regulations issued
thereunder.

         4.3     APPLICATION OF PAYMENT.  The Trustee shall not be responsible
in any way for the application of any payments it is directed to make or for
the adequacy of the Trust Fund to meet and discharge any and all liabilities
under the Plan.

         4.4     INDEMNIFICATION.  The Plan (or, at the Employer's option, the





                                      -8-
   154
Employer) shall indemnify the Trustee and agrees to hold the Trustee harmless
from and against any loss, liability and expense (including reasonable
attorneys' fees and disbursements) incurred by the Trustee by reason of any
claim, demand, cause of action or judgment arising out of this Trust Agreement,
except for such claim, demand, cause of action, or judgment as may be found in
a final judgment by a court to have resulted from the Trustee's breach of duty
under ERISA or this Agreement.

                                  ARTICLE FIVE
                  PAYMENT OF COMPENSATION, EXPENSES AND TAXES

         5.1     PAYMENT OF TRUSTEE'S COMPENSATION AND EXPENSES.  The expenses
incurred by the Trustee in the administration of the Trust Fund, including fees
for legal services rendered to the Trustee, such compensation to the Trustee as
may be agreed upon, from time to time, between the Employer and the Trustee,
and all other proper charges and expenses of the Trustee, its agents, advisors,
and counsel, shall be paid from the Trust Fund unless paid by the Employer.
Notwithstanding the provisions of Section 3.4, payments under this ARTICLE FIVE
may be made without the approval or direction of the Committee.

         5.2     TAX EXEMPTION.  The Employer intends that the Trust herein
created shall qualify as an "Exempt Organization" within the meaning of Section
501(a) of the Code, or under any comparable section of any future legislation
which amends, supplements or supersedes said section, and, until advised to the
contrary, the Trustee may assume that the Trust is so qualified and is entitled
to tax exemption.

         Nevertheless, all taxes of any and all kinds whatsoever that may be
levied or assessed under the existing or future laws upon the Trust Fund or the
income thereof, shall be paid from the Trust Fund.  The Trustee may assume that
any such taxes are lawfully levied or assessed unless, subsequent to
notification to the Committee of such levies or assessments, the Committee
advises the Trustee to contest the validity of such taxes.  At the direction of
the Committee, the Trustee shall take such action as the Committee shall
direct, but all expenses incident thereto shall be chargeable to the Trust
Fund, unless otherwise directed by the Committee.





                                      -9-
   155
                                  ARTICLE SIX
                              RECORDS AND ACCOUNTS

         6.1     BOOKS, RECORDS AND ACCOUNTS.  The Trustee shall keep accurate
and detailed accounts of all investments, receipts, disbursements, and other
transactions hereunder, and all accounts, books and records, photostatic copies
and other reproductive copies, relating thereto shall be open to inspection and
audit at all reasonable times by any person designated by the Committee.  As of
the close of each fiscal year of the trust, or at such other times as may be
mutually agreed, and as of the date of the removal or resignation of the
Trustee, the Trustee shall file with the Committee a written account setting
forth all investments, receipts, disbursements and other transactions effected
by it during the period from the date of its last such account.  Upon the
expiration of ninety (90) days from the date of filing any such account, or
upon the earlier specific approval thereof by the Committee, the Trustee shall
be forever released and discharged from all liability and accountability to the
Employer with respect to the propriety of its acts and transactions shown in
such account, except with respect to any such acts or transactions as to which
the Committee shall, within such ninety (90) day period, file written
objections with the Trustee.  Nothing herein contained, however, shall be
deemed to preclude the Trustee of its right to have its account judicially
settled by a court of competent jurisdiction.

         6.2     VALUATION.  As of the close of each fiscal year of the Plan,
and at such other times as shall be required by the Plan, the Trustee shall
file with the Committee a list of the assets of the Trust Fund and their fair
market values, determined in accordance with the customary procedure of the
Trustee.

         6.3     DESTRUCTION OF RECORDS.  The Trustee is authorized to cremate
or otherwise destroy correspondence, or other files, including but not limited
to, correspondence of transmittal for checks, statements and account analyses,
and correspondence dealing with terminated or deceased participants, after a
period of six (6) years; provided, however, that the Trustee has given to the
Committee ninety (90) days' written notice of such intention of destruction.
If the Committee in the said period shall notify the Trustee that the records
are





                                      -10-
   156
not to be destroyed, then such records shall be delivered to the Committee.
Upon such destruction or removal, the Trustee shall be released from any and
all liability pertaining to said records.

                                 ARTICLE SEVEN
                           AMENDMENT AND TERMINATION

         7.1     AMENDMENT.  The Employer reserves the right, by action of its
Board of Directors, to amend this Agreement in whole or in part from time to
time, by an instrument in writing delivered to the Trustee, provided that no
such amendment shall authorize or permit any part of the corpus or income of
the Trust Fund to be used for or diverted to purposes other than for the
exclusive benefit of the participants in the Plan, or their beneficiaries, or
their estates and the payment of the expenses of the Plan and Trust, and
provided further, no such amendment which affects the rights, duties,
responsibilities, immunities or compensation of the Trustee may be made without
its consent.

         7.2     TERMINATION.  The Trust may be terminated at any time by the
Employer.  Notice of such termination shall be given to the Trustee in writing,
executed and acknowledged in the same form as this Agreement, together with a
certified copy of the Resolution of the Board of Directors of the Employer
authorizing such termination.  Upon receipt of such notice, the Trustee shall
dispose of the Trust Fund in accordance with the written directions of the
Committee, as provided in Section 3.4, subject, however, to the provisions of
ARTICLE NINE, and provided further that no liquidation of assets and payment of
benefits, (or provision therefor), shall actually be made by the Trustee until
after it is established by the Employer in a manner satisfactory to the
Trustee, that the applicable requirements, if any, of ERISA and the Code
governing the termination of employee benefit plans, have been, or are being,
complied with, or that appropriate authorizations, waivers, exemptions, or
variances have been, or are being, obtained.  At no time prior to the
satisfaction of all liabilities under the Plan shall any part of the corpus or
income of the Trust Fund, after deducting any administrative or other expenses
properly chargeable to the Trust Fund, be used for or diverted to purposes
other than for the exclusive benefit of the participants in the Plan, their
beneficiaries, or their estates.





                                      -11-
   157
                                 ARTICLE EIGHT
                       REMOVAL AND RESIGNATION OF TRUSTEE

         8.1     NOTICE.  The Trustee may be removed by the Employer at any
time upon ninety (90) days' written notice to the Trustee.  The Trustee may
resign at any time upon ninety (90) days' written notice to the Employer.  In
either case, the necessity for such notice may be waived by the mutual
agreement of the Trustee and the Employer.

         8.2     SUCCESSOR TRUSTEE.  Upon the removal or resignation of the
Trustee, the Employer shall appoint a successor trustee who shall have the same
powers and duties as those conferred upon the Trustee hereunder, and, upon
receipt by the Trustee of the written acceptance of such appointment by the
successor trustee, the Trustee shall, subject to the provisions of ARTICLE
NINE, assign, transfer, and pay over to such successor trustee the funds and
properties then constituting the Trust Fund.

                                  ARTICLE NINE
                             SETTLEMENT OF ACCOUNT

         9.1     SETTLEMENT OF ACCOUNT.  In the event of the termination of the
Trust, or the resignation or removal of the Trustee, the Trustee shall have the
right to a settlement of its accounts, which accounting may be made, at the
option of the Trustee, either (a) by a judicial settlement in a court of
competent jurisdiction; or, (b) in the event judicial settlement is waived, by
agreement of settlement, release, and indemnity from the Employer to the
Trustee.

                 Upon completion of such settlement of accounts, distribution 
of the Trust Fund shall be made as hereinabove provided.  The Trustee is 
authorized, however, to reserve such reasonable sum of money, as it may deem 
advisable, to provide for any amounts chargeable against the Trust Fund for 
which it may be liable, or for payment of its fees and expenses in connection 
with the settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over
pursuant to the directions of the Committee.





                                      -12-
   158
                                  ARTICLE TEN
                                 MISCELLANEOUS

         10.1    MERGER OR CONSOLIDATION OF EMPLOYER.  In the event of the
merger or consolidation of the Employer or other circumstances whereby a
successor entity shall continue to carry on all or a substantial part of its
business, and such successor shall elect to carry on the provisions of the Plan
as herein provided, such successor shall be substituted upon the filing in
writing of its election so to do with the Trustee.

         10.2    MERGER OR CONSOLIDATION OF TRUSTEE.  Any corporation into
which the Trustee or any successor trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee or any successor trustee may be a party, or any
corporation to which all or substantially all the trust business of the Trustee
or any successor trustee may be transferred, shall be the successor of such
trustee without the filing of any instrument or performance of any further act,
before any court.

         10.3    NO ASSIGNMENT OF BENEFITS.

                 (a)    No benefit under this Trust shall be subject in any way
to anticipation, alienation, sale, transfer, assignment, pledging, encumbrance
or charge, and any action by way of anticipating, alienating, selling,
transferring, assigning, pledging, encumbering, or charging the same shall be
void and of no effect; nor shall any such benefit be in any manner subject to
the debts, contracts or liabilities of the person entitled to such benefit.

                 (b)    Section 10.3(a) shall not apply to a "qualified
domestic relations order" as defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Committee under the
provisions of the Retirement Equity Act of 1984.

         10.4    CONSTRUCTION OF AGREEMENT.  Words used in the masculine
include the feminine gender.  Words used in the singular form or plural shall
be construed as if plural or singular, respectively, where they would so apply.
Titles of articles and paragraphs are inserted for convenience and shall not
affect the meaning or construction of this Agreement.





                                      -13-
   159
         10.5    APPLICABLE LAW.  This Agreement shall be construed and enforced
according to the law of the Commonwealth of Pennsylvania and all the provisions
hereof shall be administered according to the law of said Commonwealth, except
to the extent such laws are superseded by the Internal Revenue Code of 1986 or
by ERISA.

         10.6    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be considered an original but all of which
shall be deemed to be one document.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers and attested this 1st day
of July, 1994.



ATTEST:                                     EMPLOYER:
                                            Teleflex Incorporated



                                            By            
------------------------                      -------------------------
       Asst. Sec.                             Vice-President


ATTEST:                                     TRUSTEE:
                                            PNC BANK, NATIONAL, ASSOCIATION
          
                                            By /s/ JOSEPH L. PETA
------------------------                      -------------------------   
Assistant Vice President                      Vice President Joseph L. Peta





                                      -14-
   160


                                TRUST AGREEMENT

            THIS AGREEMENT, entered into this 1st day of July, 1994 by and
between Teleflex Incorporated (hereinafter referred to as the "Employer") and
PNC BANK, NATIONAL ASSOCIATION (hereinafter referred to as the "Trustee").

                                  WITNESSETH:

            WHEREAS, the Employer has adopted the Teleflex Retirement Income
Plan hereinafter referred to as the "Plan"), for the benefit of its eligible
employees; and

            WHEREAS, an Administrative Committee (hereinafter referred to as the
"Committee") has been created to administer the Plan; and

            WHEREAS, in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended (hereinafter referred to as
"ERISA"), the Plan provides that the assets of the Plan shall be held in trust
for the exclusive purposes of providing benefits to participants in the Plan
and their beneficiaries, and defraying reasonable expenses of administering the
Plan and Trust.

            NOW, THEREFORE, the Employer and the Trustee, intending to be
legally bound, do hereby agree as follows:
   161
                                  ARTICLE ONE
                                EMPLOYEES' TRUST

            1.1    ESTABLISHMENT AND ACCEPTANCE OF THE TRUST.  The Employer
hereby establishes with the Trustee a Trust consisting of such sums of money
and other property acceptable to the Trustee as shall from time to time be paid
or delivered to such Trustee in accordance with the provisions of the Plan. All
such money and property and all earnings and profits thereon, less any losses
and disbursements made by the Trustee as authorized herein, shall constitute
the Trust Fund which shall be held, managed and administered in accordance with
the provisions of this Agreement by the Trustee, who hereby accepts the Trust
created hereunder.

            1.2    IRREVOCABILITY OF CONTRIBUTIONS.  All contributions made to
the Trust shall be irrevocable during the existence of the Trust and shall be
administered exclusively for the benefit of the participants of the Plan and
their beneficiaries, except that, upon the Employer's request, a contribution
which was made by a mistake in fact, or conditioned upon initial qualification
of the Plan if the Plan does not initially qualify and the application for
determination relating to initial qualification is filed by the due date of the
Employer's return for the taxable year in which the Plan was adopted, or upon
the deductibility of the contribution under Section 404 of the Internal Revenue
Code of 1986, as amended, (hereinafter referred to as the "Code") shall be
returned to the Employer within one year after the payment of the contribution,
denial of the qualification or the disallowance of the deduction (to the extent
thereof), whichever is applicable.

                                  ARTICLE TWO
                           FIDUCIARY RESPONSIBILITIES

            2.1    EMPLOYER.  The Employer shall have the sole responsibility
of making its contributions under the Plan.  The Trustee shall have no right or
duty to require payment of any contribution, or to inquire into the amount or
method of determining the amount of any contribution, and shall be accountable
only for funds and property actually received by it.





                                       2
   162
            2.2    COMMITTEE.  The Committee provided for in the Plan shall
have the exclusive authority to control and manage the operation and
administration of the Plan, to establish a funding method and policy
consistent with the Plan's objectives, as may be appropriate from time to time,
and to direct the Trustee to make disbursements from the Trust Fund.  The
Committee shall provide the Trustee with a certified copy of the Plan and all
amendments, and from time to time, shall communicate to the Trustee, in
writing, the liquidity needs of the Plan and such other information as is
necessary for the Trustee to carry out its fiduciary responsibilities under
ERISA with respect to the investment of the Trust Fund (or any portion thereof
which is not under the management of an Investment Manager) and the
administration of the Trust Fund.  The Trustee shall have no responsibility or
duties whatsoever in respect to the administration of the Plan other than as
set forth herein or as mutually agreed upon in writing hereafter.

            2.3    TRUSTEE.  The Trustee shall have the authority and
discretion to manage and control the Trust Fund to the extent provided in this
Agreement, but does not guarantee the Trust Fund in any manner against
investment loss or depreciation in asset value or guarantee the adequacy of the
Trust Fund to meet and discharge all or any liabilities of the Plan.  The
Trustee shall not be liable for the making, retention or sale of any investment
or reinvestment made by it, as herein provided, or for any loss to, or
diminution of the Trust Fund, or for any other loss or damage which may result
from the discharge of its duties hereunder except to the extent it is
judicially determined that the Trustee has failed to exercise the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
man acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and like aims.

            The duties and obligations of the Trustee shall be limited to those
expressly imposed upon it by this Agreement or subsequently agreed upon by the
parties, notwithstanding any reference herein to the Plan, or to the provisions
thereof, it being expressly agreed that the Trustee is not a party to the Plan.

            2.4    ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES.  For
purposes of ERISA, it is recognized that the Employer, Trustee, and the
Committee are Fiduciaries (collectively referred to herein as the
"Fiduciaries'), but only with respect to those specific





                                       3
   163
powers, duties, responsibilities and obligations as are specifically given them
under the Plan or this Trust Agreement.  Each Fiduciary may rely upon any
direction, information or action of another Fiduciary as being proper under the
Plan or this Trust Agreement and is not required under the Plan or this Trust
Agreement to inquire into the propriety of any such direction, information or
action.  It is intended that each Fiduciary shall be responsible for the proper
exercise of its own powers, duties, responsibilities and obligations under the
Plan and this Trust Agreement 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 values.

            2.5    GENERAL FIDUCIARY RESPONSIBILITIES.  The Fiduciaries shall
discharge the specific powers, duties, responsibilities or obligations given
them under the Plan or this Trust Agreement solely in the interests of
participants and their beneficiaries and for the exclusive purpose of providing
benefits to participants and their beneficiaries and defraying reasonable
expenses of administering the Plan and Trust Agreement, with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in
the conduct of an enterprise of a like character and with like aims.

                                 ARTICLE THREE
                      INVESTMENT AND ADMINISTRATIVE POWERS

            3.1    INVESTMENT POWERS OF THE TRUSTEE.  The Trustee is
authorized, in its sole discretion:

                   (a)   To invest and reinvest the funds received hereunder,
and any accretions thereto, without distinction between principal and income,
in such securities (other than securities of the Trustee or its affiliates), or
in such other property, real or personal, wherever situate, whether or not
income producing, including but not limited to stock, common or preferred,
interests in investment companies, including so-called "money market funds"
(and further including investment companies for which Trustee or its
affiliate(s) may provide investment advisory, custodial, transfer agency or
other services and for which they may be separately and additionally
compensated), bonds and mortgages and other evidences





                                       4
   164
of indebtedness (including debt securities underwritten by Trustee or any of
its affiliates, whether individually or as a member of a divided or undivided
syndicate), and deposits in a bank or other financial institution under state
or Federal supervision, including the Trustee's banking department, which bear
a reasonable rate of interest; provided, however, that no investment shall be
made in securities or real property of the Employer in violation of Sections
406(a)(2) and 407(a) of Title I of ERISA.  In making such investments, the
Trustee shall not be restricted by any state law or statute designating
investments eligible for trust funds.

                   (b)   To invest all or any part of the funds received by it
in one or more common trust or collective investment funds maintained by the
Trustee or any affiliate of the Trustee (within the meaning of Section 1504 of
the Code or any subsequent corresponding section), but only if the trustee of
any such fund has acknowledged in the fund's governing instrument that it is a
fiduciary with respect to any plan the assets of which are invested thereunder.

                         Notwithstanding any other provisions of this
Agreement, in the event that participation in any such fund shall occur, the
assets so invested shall be subject to all the provisions of the common trust
or collective investment fund plan.  To the extent required by law, regulation,
or revenue ruling, the plan provisions of any common trust or collective
investment fund in which participation occurs are hereby expressly incorporated
herein by reference and shall be a part of this Agreement.

                   (c)   To invest all or any part of the funds received or
held by it in any portfolios of The PNC Funds.  Attached hereto as Exhibit "A"
is a Disclosure Statement, accompanied by Prospectuses describing each of the
investment portfolios (the "Portfolios") listed in Exhibit "A", established
pursuant to a Declaration of Trust under the name of "The PNC Fund".  The
Employer acknowledges that it is independent of PNC Bank Corp. and its
affiliates ("PNC"), The PNC Fund and its affiliates and that it will not
receive direct or indirect consideration for its personal account in connection
with this investment.  Based upon these materials, including Exhibit "A" and
the Prospectuses mentioned above, the Employer hereby consents to the purchase
and sale of shares of any of the Portfolios listed in Exhibit "A".  This
consent shall remain in full force and effect until written notice of
revocation is provided to the Trustee.

              (d)   To hold uninvested, from time to time, without liability for





                                       5
   165
interest thereon, such amounts as are necessary for the cash requirements of
the Plan; and to hold assets of the Trust Fund in cash or cash equivalents,
government securities, or straight debt securities in varying proportions when
and for so long as, in the opinion of the Trustee, prevailing market and
economic considerations indicate that it is in the best interest of the Trust
Fund to do so.

            3.2    ADMINISTRATIVE POWERS OF THE TRUSTEE.  With respect to all
assets held hereunder, the Trustee is authorized:

                   (a)   To sell any such property by private contract or at
public auction for cash or credit without notice or advertisement.  No person
dealing with the Trustee shall be bound to see to the application of the
purchase money or to inquire into the validity, expediency or propriety of any
such sale or other disposition.

                   (b)   To exchange, mortgage or lease any such property on
such terms and conditions as it may deem appropriate.

                   (c)   To grant or take options for any duration to purchase
any such property, whether personal or real.

                   (d)   To cause any securities or other property to be
registered in its own name or in the name of one or more of its nominees or a
nominee or nominees of any national registered securities depository which it
has selected and to hold any investment in bearer or other negotiable form
provided that the books and records of the Trustee at all times show that such
investments are part of the Trust Fund.  In compliance herewith, the Trustee
may give to any registrar, transfer agent or insurer, including but not limited
to corporations, state or Federal authorities or agents, any bond or other
guarantee which may be required.  Any registrar, transfer agent or insurer
shall be fully protected and saved harmless from any action either at law or in
equity for acting upon or in compliance with the instructions received in
writing from the Trustee.

                   (e)   To vote upon any stocks, bonds or other securities; to
give general or special proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges, subscription rights or
other options, and to make any payments incidental thereto; to oppose or to
consent to, or otherwise participate in, corporate reorganization or other
changes affecting corporate securities; to delegate discretionary powers and to
pay any assessments or charges in connection therewith; and generally to





                                       6
   166
exercise any of the powers of an owner with respect to stocks, bonds,
securities or other properties held as part of the Trust Fund, provided,
however, that the powers set forth in this Paragraph (e) shall vest in the
Employer to the extent they relate to (1) any shares in any mutual fund,
including but not limited to any portfolio of The PNC Funds for which the
Trustee or any of its affiliates provides services to the extent that any proxy
or vote relates to such services or the compensation therefor; and (2) any
shares which constitute Employer securities as defined in Section 407(d)(1) of
ERISA.

                   (f)   To settle, compromise, or submit to arbitration any
claims, debts or damage due or owing to or from the Trust Fund, to commence or
defend suits or legal or administrative proceedings and to represent the Trust
Fund in all legal and administrative proceedings, provided, however, the
Trustee shall not be obligated to take any action or to appear and participate
in any action which would subject it to expense or liability unless it is first
indemnified in an amount and manner satisfactory to it or is furnished with
funds sufficient, in its sole judgment, to cover the same.

                   (g)   To borrow money for the purposes of the Trust from any
person (other than the Trustee in its individual capacity or other party in
interest unless authorized pursuant to ERISA) and to pledge assets of the Trust
Fund as security for repayment.

                   (h)   To purchase any bonds or other items required by any
Federal, state, or local government and to pay any insurance premium or other
type of assessment required by said governments as part of the operation of
such Trust.

                   (i)   To employ suitable agents, advisors, accountants and
counsel and to pay their reasonable expenses and compensation.

                         In addition to the foregoing powers, the Trustee shall
also have all of the powers, rights and privileges conferred upon trustees by
the Pennsylvania Fiduciaries Code, 20 Pa.C.S.A., Chapter 71, or as the same may
be subsequently modified or amended, to the extent such law is not preempted by
Federal law, and the power to do all acts, take all proceedings, and execute
all rights and privileges, although not specifically mentioned herein, as the
Trustee may deem necessary to administer the Trust Fund and to carry out the
purposes of this Trust.

            3.3    DISBURSEMENTS FROM TRUST FUND.  The Trustee shall, from time
to time on the written direction of the Committee, make payments out of the
Trust Fund to the





                                       7
   167
Committee or to such persons, in such manner, in such amounts and for such
purposes as may but need not be specified in the direction of the Committee.
The Committee may also direct the payment of or reimbursement for expenses of
administering the Plan and Trust Fund.  Upon any such payment being made, the
amount thereof shall no longer constitute a part of the Trust Fund.

                   In addition, payment of the Trustee's compensation, expenses
and taxes may be made from the Trust Fund as provided in ARTICLE FIVE.

                                  ARTICLE FOUR
                           DIRECTIONS TO THE TRUSTEE

            4.1    DIRECTIONS TO BE IN WRITING. All directions by the Committee
to the Trustee shall be in writing, signed by a member of the Committee or by
such other person or persons as may be designated from time to time by the
Committee.  The Employer shall deliver to the Trustee certificates evidencing
the appointment and termination of office of the members of the Committee and
the Committee shall deliver to the Trustee certificates designating any other
person authorized to act on its behalf, together with specimens of their
signatures.

            4.2    WARRANTY.  The Employer warrants that all certificates
delivered to the Trustee hereunder shall be genuine and executed by the proper
person or persons and that all directions issued to the Trustee by any of its
officers or agents or by the Committee win be in accordance with the terms of
the Plan and not contrary to the provisions of ERISA and regulations issued
thereunder.

            4.3    APPLICATION OF PAYMENTS.  The Trustee shall not be
responsible in any way for the application of any payments it is directed to
make or for the adequacy of the Trust Fund to meet and discharge any and all
liabilities under the Plan.

            4.4    INDEMNIFICATION. The Plan (or, at the Employer's option, the
Employer) shall indemnify the Trustee and agrees to hold the Trustee harmless
from and against any loss, liability and expense (including reasonable
attorneys' fees and





                                       8
   168
disbursements) incurred by the Trustee by reason of any claim, demand, cause of
action or judgment arising out of this Trust Agreement, except for such claim,
demand, cause of action, or judgment as may be found in a final judgment by a
court to have resulted from the Trustee's breach of duty under ERISA or this
Agreement.

                                  ARTICLE FIVE
                  PAYMENT OF COMPENSATION, EXPENSES AND TAXES

            5.1    PAYMENT OF TRUSTEE'S COMPENSATION AND EXPENSES.  The
expenses incurred by the Trustee in the administration of the Trust Fund,
including fees for legal services rendered to the Trustee, such compensation to
the Trustee as may be agreed upon, from time to time, between the Employer and
the Trustee, and all other proper charges and expenses of the Trustee, its
agents, advisors and counsel shall be paid from the Trust Fund unless paid by
the Employer.  Notwithstanding the provisions of Section 3.4, payments under
this ARTICLE FIVE may be made without the approval or direction of the
Committee.

             5.2  TAX EXEMPTION. The Employer intends that the Trust herein
created shall qualify as an "Exempt Organization" within the meaning of Section
501(a) of the Code, or under any comparable section of any future legislation
which amends, supplements or supersedes said section, and, until advised to the
contrary, the Trustee may assume that the Trust is so qualified and is entitled
to tax exemption.

                   Nevertheless, all taxes of any and all kinds whatsoever that
may be levied or assessed under the existing or future laws upon the Trust Fund
or the income thereof, shall be paid from the Trust Fund.  The Trustee may
assume that any such taxes are lawfully levied or assessed unless, subsequent
to notification to the Committee of such levies or assessments, the Committee
advises the Trustee to contest the validity of such taxes.  At the direction of
the Committee, the Trustee shall take such action as the Committee shall
direct, but all expenses incident thereto shall be chargeable to the Trust
Fund, unless otherwise directed by the Committee.





                                       9
   169
                                  ARTICLE SIX
                              RECORDS AND ACCOUNTS

            6.1    BOOKS, RECORDS AND ACCOUNTS.  The Trustee shall keep
accurate and detailed accounts of all investments, receipts, disbursements and
other transactions hereunder, and all accounts, books and records, photostatic
copies and other reproductive copies, relating thereto, shall be open to
inspection and audit at all reasonable times by any person designated by the
Committee.  As of the close of each fiscal year of the Trust, or at such other
times as may be mutually agreed, and as of the date of the removal or
resignation of the Trustee, the Trustee shall file with the Committee a written
account setting forth all investments, receipts, disbursements and other
transactions effected by it during the period from the date of its last such
account.  Upon the expiration of ninety (90) days from the date of filing any
such account, or upon the earlier specific approval thereof by the Committee,
the Trustee shall be forever released and discharged from all liability and
accountability to the Employer with respect to the propriety of its acts and
transactions shown in such account, except with respect to any such acts or
transactions as to which the Committee shall, within such ninety (90) day
period, file written objections with the Trustee.  Nothing herein contained,
however, shall be deemed to preclude the Trustee of its right to have its
account judicially settled by a court of competent jurisdiction.

            6.2    VALUATION.  As of the close of each fiscal year of the Plan,
and at such other times as shall be required by the Plan, the Trustee shall
file with the Committee a list of the assets of the Trust Fund and their fair
market values, determined in accordance with the customary procedure of the
Trustee.

            6.3    DESTRUCTION OF RECORDS.  The Trustee is authorized to
cremate or otherwise destroy correspondence or other files, including but not
limited to, correspondence of transmittal for checks, statements and account
analyses, and correspondence dealing with terminated or deceased participants
after a period of six (6) years; provided, however, that the Trustee has given
to the Committee ninety (90) days' written notice of such intention of
destruction.  If the Committee in the said period shall notify the Trustee that
the records are not to be destroyed, then such records shall be delivered to
the Committee.  Upon such





                                       10
   170
destruction or removal, the Trustee shall be released from any and all
liability pertaining to said records.

                                 ARTICLE SEVEN
                           AMENDMENT AND TERMINATION

            7.1    AMENDMENT.  The Employer reserves the right, by action of
its Board of Directors, to amend this Agreement in whole or in part, from time
to time, by an instrument in writing delivered to the Trustee, provided that no
such amendment shall authorize or permit any part of the corpus or income of
the Trust Fund to be used for or diverted to purposes other than for the
exclusive benefit of the participants in the Plan, or their beneficiaries, or
their estates and the payment of the expenses of the Plan and Trust, and
provided further, no such amendment which affects the rights, duties,
responsibilities, immunities or compensation of the Trustee may be made without
its consent.

            7.2    TERMINATION.  The Trust may be terminated at any time by the
Employer.  Notice of such termination shall be given to the Trustee in writing,
executed and acknowledged in the same form as this Agreement, together with a
certified copy of the Resolution of the Board of Directors of the Employer
authorizing such termination.  Upon receipt of such notice, the Trustee shall
dispose of the Trust Fund in accordance with the written directions of the
Committee, as provided in Section 3.4, subject, however, to the provisions of
ARTICLE NINE, and provided further that no liquidation of assets and payment of
benefits (or provision therefor) shall actually be made by the Trustee until
after it is established by the Employer in a manner satisfactory to the
Trustee, that the applicable requirements, if any, of ERISA and the Code
governing the termination of employee benefit plans, have been or are being
complied with, or that appropriate authorizations, waivers, exemptions or
variances have been or are being obtained.  At no time prior to the
satisfaction of all liabilities under the Plan shall any part of the corpus or
income of the Trust Fund, after deducting any administrative or other expenses
properly chargeable to the Trust Fund, be used for or diverted to purposes
other than for the exclusive benefit of the participants in the Plan, their
beneficiaries, or their estates.





                                       11
   171
                                 ARTICLE EIGHT
                       REMOVAL AND RESIGNATION OF TRUSTEE

            8.1    NOTICE.  The Trustee may be removed by the Employer at any
time upon ninety (90) days' written notice to the Trustee.  The Trustee may
resign at any time upon ninety (90) days' written notice to the Employer.  In
either case, the necessity for such notice may be waived by the mutual
agreement of the Trustee and the Employer.

            8.2    SUCCESSOR TRUSTEE.  Upon the removal or resignation of the
Trustee, the Employer shall appoint a successor trustee who shall have the same
powers and duties as those conferred upon the Trustee hereunder and, upon
receipt by the Trustee of the written acceptance of such appointment by the
successor trustee, the Trustee shall, subject to the provisions of ARTICLE
NINE, assign, transfer and pay over to such successor trustee the funds and
properties then constituting the Trust Fund.

                                  ARTICLE NINE
                             SETTLEMENT OF ACCOUNT

            9.1    SETTLEMENT OF ACCOUNT.  In the event of the termination of
the Trust, or the resignation or removal of the Trustee, the Trustee shall have
the right to a settlement of its accounts which accounting may be made at the
option of the Trustee, either (a) by a judicial settlement in a court of
competent jurisdiction; or, (b) in the event judicial settlement is waived, by
agreement of settlement, release and indemnity from the Employer to the
Trustee.

            Upon completion of such settlement of accounts, distribution of the
Trust Fund shall be made as hereinabove provided.  The Trustee is authorized,
however, to reserve such reasonable sum of money as it may deem advisable to
provide for any amounts chargeable against the Trust Fund for which it may be
liable or for payment of its fees and expenses in connection with the
settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over
pursuant to the directions of the Committee.





                                       12
   172
                                  ARTICLE TEN
                                 MISCELLANEOUS

            10.1    MERGER OR CONSOLIDATION OF EMPLOYER.  In the event of the
merger or consolidation of the Employer or other circumstances whereby a
successor entity shall continue to carry on all or a substantial part of its
business, and such successor shall elect to carry on the provisions of the Plan
as herein provided, such successor shall be substituted upon the filing in
writing of its election to do so with the Trustee.

            10.2   MERGER OR CONSOLIDATION OF TRUSTEE.  Any corporation into
which the Trustee or any successor trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee or any successor trustee may be a party, or any
corporation to which all or substantially all the trust business Of the Trustee
or any successor trustee may be transferred, shall be the successor of such
trustee without the filing of any instrument or performance of any further act
before any court.

            10.3   NO ASSIGNMENT OF BENEFITS.

                   (a)   No benefit under this Trust shall be subject in any
way to anticipation, alienation, sale, transfer, assignment, pledging,
encumbrance or charge, and any action by way of anticipating, alienating,
selling, transferring, assigning, pledging, encumbering or charging the same
shall be void and of no effect; nor shall any such benefit be in any manner
subject to the debts, contracts or liabilities of the person entitled to such
benefit.

                   (b)   Section 10.3(a) shall not apply to a "qualified
domestic relations order" as defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Committee under the
provisions of the Retirement Equity Act of 1984.

            10.4    CONSTRUCTION OF AGREEMENT.  Words used in the masculine
include the feminine gender.  Words used in the singular form or plural shall
be construed as if plural or singular, respectively, where they would so apply.
Titles of articles and paragraphs are





                                       13
   173
inserted for convenience and shall not affect the meaning or construction of
this Agreement.

            10.5   APPLICABLE LAW.  This Agreement shall be construed and
enforced according to the law of the Commonwealth of Pennsylvania and all the
provisions hereof shall be administered according to the law of said
Commonwealth, except to the extent such laws are superseded by the Internal
Revenue Code of 1986 or by ERISA.

            10.6   COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be considered an original but all of which
shall be deemed to be one document.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective duly authorized officers and attested this
1st day of July, 1994.

                                           EMPLOYER:

                                           Teleflex Incorporated

                                           By                    
-----------------------                       ------------------------
Assistant Secretary                        Vice-President


ATTEST:                                    TRUSTEE:
                                           PNC BANK, NATIONAL ASSOCIATION



/s/ DIANE M. NUGENT                        By                   
-----------------------                      -------------------------        
                                             Vice President





                                       14
   174

                  MASTER TRUST FOR THE RETIREMENT PLAN TRUSTS
            ESTABLISHED BY TELEFLEX INCORPORATED AND ITS AFFILIATES
                                     INDEX


                                                                                                   Page
                                                                                                   ----
                                                                                              
ARTICLE I               DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II              GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
                        2.1    Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
                        2.2    Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                        2.3    Integrity of Plans . . . . . . . . . . . . . . . . . . . . . . . . .  3

ARTICLE III             ALLOCATION OF FIDUCIARY RESPONSIBILITIES  . . . . . . . . . . . . . . . . .  3
                        3.1    Committee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                        3.2    Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . .  3
                        3.3    Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

ARTICLE IV              INVESTMENT FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
                        4.1    Division of Master Trust and Allocation of Assets to
                               Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . . .  4
                        4.2    Investment Guidelines. . . . . . . . . . . . . . . . . . . . . . . .  4

ARTICLE V               INVESTMENT MANAGERS AND OPERATION OF
                        DIRECTED INVESTMENT FUNDS . . . . . . . . . . . . . . . . . . . . . . . . .  4
                        5.1    Appointment  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
                        5.2    Operation of Directed Investment Fund  . . . . . . . . . . . . . . .  4
                        5.3    Immunity of the Trustee  . . . . . . . . . . . . . . . . . . . . . .  5

ARTICLE VI              INVESTMENT AND ADMINISTRATIVE POWERS OF
                        TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
                        6.1    Investment Powers of the Trustee . . . . . . . . . . . . . . . . . .  5
                        6.2    Insurance Powers of the Trustee  . . . . . . . . . . . . . . . . . .  6
                        6.3    Administrative Powers of the Trustee . . . . . . . . . . . . . . . .  7

ARTICLE VII             VALUATIONS, RECORDS, AND ACCOUNTS . . . . . . . . . . . . . . . . . . . . .  8
                        7.1    Participating Trust Accounts . . . . . . . . . . . . . . . . . . . .  8
                        7.2    Valuation of Investment Funds  . . . . . . . . . . . . . . . . . . .  8
                        7.3    Adjustment of Account Balances . . . . . . . . . . . . . . . . . . .  8
                        7.4    Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . .  8

ARTICLE VIII            ADMISSIONS AND WITHDRAWALS  . . . . . . . . . . . . . . . . . . . . . . . .  9
                        8.1    Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
                        8.2    Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
                        8.3    Withdrawal of Non-qualifying Participation . . . . . . . . . . . . .  9
                        8.4    Method of Payment of Withdrawals . . . . . . . . . . . . . . . . . .  9
                        8.5    Segregation of Participation . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IX              DIRECTIONS TO THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . 10
                        9.1    Directions to be in Writing  . . . . . . . . . . . . . . . . . . . . 10
                        9.2    Directions Warranted . . . . . . . . . . . . . . . . . . . . . . . . 10
                        9.3    Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE X               PAYMENT OF COMPENSATION, EXPENSES AND
                        TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                        10.1   Trustee's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                        10.2   Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

   175

                                                                                              
ARTICLE XI              AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . 11
                        11.1   Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                        11.2   Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE XII             REMOVAL AND RESIGNATION OF TRUSTEE  . . . . . . . . . . . . . . . . . . . . 11
                        12.1   Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                        12.2   Successor Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE XIII            SETTLEMENT OF ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                        13.1   Settlement of Account . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE XIV             MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                        14.1   Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . 12
                        14.2   Construction of Agreement. . . . . . . . . . . . . . . . . . . . . . 12
                        14.3   Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

   176
                 MASTER TRUST FOR THE RETIREMENT PLAN TRUSTS
            ESTABLISHED BY TELEFLEX INCORPORATED AND ITS AFFILIATES


       THIS AGREEMENT, entered into as of the close of business on June , 1994,
by and between TELEFLEX INCORPORATED, (hereinafter referred to as the "Parent
Company"), and PNC BANK, NATIONAL ASSOCIATION, (hereinafter referred to as the
"Trustee").

                                  WITNESSETH:

       WHEREAS, TELEFLEX INCORPORATED and each of the corporations listed on
Exhibit A attached hereto and made a part hereof (hereinafter referred to as
"Affiliates") have each adopted the pension plan set opposite its name on
Exhibit A; and

       WHEREAS, each of the above plans is a separate pension plan within the
meaning of the Employee Retirement Income Security Act of 1974, as amended,
(hereinafter referred to as "ERISA") and the Internal Revenue Code of 1986, as
amended, (hereinafter referred to as the "Code"); and

       WHEREAS, TELEFLEX INCORPORATED has heretofore entered into a Master
Trust Agreement with First Pennsylvania Bank, N.A. (now, Corestates Bank,
N.A.); and

       WHEREAS, TELEFLEX INCORPORATED has terminated Corestates Bank, N.A. as
trustee of the Master Trust and has approved the appointment of PNC BANK,
NATIONAL ASSOCIATION as successor master trustee; and

       WHEREAS, each of the Affiliates has heretofore entered into a separate
trust agreement with First Pennsylvania Bank, N.A.  (now, Corestates Bank,
N.A.); and

       WHEREAS, on or before July 1, 1994, each of the Affiliates has terminated
Corestates Bank, N.A. as trustee of such separate trusts and appointed PNC
BANK, NATIONAL ASSOCIATION as successor trustee, and PNC BANK, NATIONAL
ASSOCIATION has accepted its appointment as successor trustee of each of such
separate trusts; and

       WHEREAS, the parties hereto intend that the Master Trust be hereby
continued with PNC BANK, NATIONAL ASSOCIATION, as successor Master Trustee, in
order to commingle, solely for investment purposes, certain assets held under
the trust agreements or held under any other "Participating Trust" as defined
herein; and

       WHEREAS, the parties intend that nothing contained in this Agreement be
construed or implied to cause a termination or curtailment of the separate
trust agreements established for the above-referenced plans.

       NOW, THEREFORE, the Parent Company and the Trustee, intending to be
legally bound, do hereby agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

       1.       "ANNUAL VALUATION DATE" means the last business day of each 
calendar year.

       2.       "CODE" means the Internal Revenue Code of 1986, as amended.
Reference to a section of the Code shall include any section of similar import
that amends, supplements, or supersedes said section.
   177
       3.       "COLLECTIVE INVESTMENT TRUST" means any trust for the collective
investment of any employee benefit trusts established under a plan (including
the separate plans listed on Exhibit A.)

       4.       "COMMITTEE" means the Retirement Committee designated in each 
plan as a named fiduciary with respect to control or management of the assets 
of the plan.

       5.       "COMPANY" or "PARENT COMPANY" means TELEFLEX INCORPORATED.

       6.       "EMPLOYER" means TELEFLEX INCORPORATED and any of its Affiliates
which have become an employing company and an adopting employer under a plan.

       7.       "ERISA" means the Employee Retirement Income Security Act of 
1974, as amended.

       8.       "INVESTMENT Manager" means a fiduciary as defined in Title I, 
Section 3(38) of ERISA.

       9.       "MASTER TRUST" means the collective investment trust established
pursuant hereto and as amended hereafter, which shall be known as the MASTER
TRUST FOR RETIREMENT PLAN TRUSTS ESTABLISHED BY TELEFLEX INCORPORATED AND ITS
AFFILIATES, which may consist of any number of investment funds, as described
in ARTICLE IV hereof.

       10.      "PARTICIPATING TRUST" means any Trust or Collective Investment 
Trust, all or any part of the assets of which are invested in the Master Trust,
and which is trusteed by the Trustee as defined herein.

       11.      "PARTICIPATION" means the interest of any Participating Trust 
in the Master Trust.

       12.      "PLAN" means, respectively, those plans listed on Exhibit A 
attached hereto; provided that a separate pension plan (within the meaning of 
ERISA and the Code) is deemed to exist under each of the said plans with 
respect to each separate employing company, if more than one, which is a 
participating employer under said plan.

       13.      "SUBSIDIARY" means any subsidiary, direct or indirect, of the
TELEFLEX INCORPORATED Parent Company.

       14.      "TRUST" means any employee benefit trust which is exempt from
Federal income taxation under Section 501(a) by reason of qualifying under
Section 401(a) of the Code, established by the Parent Company or any Affiliate
thereof under a plan.

       15.      "TRUSTEE" means PNC BANK, NATIONAL ASSOCIATION in its capacity 
as Trustee of THE Master Trust, or its successors in trust.

       16.      "VALUATION DATE" means the last business day of each month, and
such other days as the Committee and the Trustee may determine.

                                   ARTICLE II
                               GENERAL PROVISIONS

       2.1      PURPOSE

                The Master Trust herein established shall be maintained
exclusively for the collective investment and reinvestment of monies and other
assets transferred thereto upon the instructions of the Committee in its
capacity as fiduciary for the Participating Trusts.  All


                                       2
   178
such money and property and all earnings and profits thereon, less any losses,
expenses, and disbursements made by the Trustee, as authorized herein, shall
constitute the Master Trust Fund, which shall be held, managed, and
administered in accordance with the provisions of this Agreement by the
Trustee, who hereby accepts the Master Trust created hereunder.  No
Participation shall be assignable in whole or in part by the Participating
Trust or by any person, natural or legal, having any interest therein.

       2.2      EFFECT

                Each Participating Trust shall adopt as part of its plan all of
the provisions of this Master Trust Agreement and all persons interested
therein shall be bound by their provisions, as the same may be amended from
time to time, with respect to its Participation.

       2.3      INTEGRITY OF PLANS

                Notwithstanding any other provision herein, or the establishment
or operation of the Master Trust, no part of the Participation of any
Participating Trust shall be used for or diverted to any purpose other than for
the exclusive benefit of the employees or their beneficiaries who are entitled
to benefits under such Participating Trust.

                                  ARTICLE III
                    ALLOCATION OF FIDUCIARY RESPONSIBILITIES

       3.1      COMMITTEE

                The Committee shall have the exclusive authority and 
responsibility with respect to:

                (a)     the division of the Master Trust into Investment Funds;

                (b)     the investment and withdrawal of funds by the 
Participating Trusts;

                (c)     the overall diversification of the investments held in 
the entire MasterTrust; and

                (d)     the appointment of Investment Managers and the 
supervision and review of their acts and omissions.

       3.2      INVESTMENT MANAGER

                Any Investment Manager appointed by the Committee shall have the
exclusive authority to direct the acquisition or disposition of the assets of
any investment fund under its management.  Except as provided in ARTICLE V,
Section 5.2(c), the Trustee shall have no responsibility for investing any
assets controlled by any Investment Manager and shall have no duties with
respect to the administration of such assets other than as set forth herein.

       3.3      TRUSTEE

                The Trustee shall have the authority and discretion to manage
and administer the Master Trust to the extent provided in this Agreement.  The
duties and obligations of the Trustee shall be limited to those expressly
imposed upon it by this Agreement or subsequently agreed upon in writing by the
parties, notwithstanding any reference herein to the Plans or any of their
provisions, it being expressly agreed that the Trustee is not a party to the
Plans.

                The Trustee shall not be liable for the making, retention or
sale of any discretionary investment or reinvestment made by it, as herein
provided, or for any loss to,


                                       3
   179
or diminution of the Master Trust, or for any loss or damage which may result
from the discharge of its duties hereunder except if it is judicially
determined that such loss or damage is due to the Trustee's negligent breach of
its duties under this Agreement, or its bad faith, fraud, or willful
misconduct.

                                   ARTICLE IV
                               INVESTMENT  FUNDS

       4.1      DIVISION OF MASTER TRUST AND ALLOCATION OF ASSETS TO
                INVESTMENT FUNDS

                The Committee in its discretion shall direct the Trustee to
divide the assets held in the Master Trust into two or more investment funds,
specify the assets to be allocated to each investment fund, and thereafter, may
from time to time upon reasonable notice to the Trustee, direct the transfer of
assets between investment funds.

       4.2      INVESTMENT GUIDELINES

                The Committee may, in the exercise of its responsibility to
satisfy the diversification requirements set forth in Section 404(a)(1)(C) of
Title I of ERISA, specify guidelines for the manner of investment of each
investment fund.

                                   ARTICLE V
                      INVESTMENT MANAGERS AND OPERATION OF
                           DIRECTED INVESTMENT FUNDS

       5.1      APPOINTMENT

                The Committee may designate an Investment Manager to manage the
assets of any investment fund upon written notice to the Trustee and may
terminate such designation by similar notice.

       5.2      OPERATION OF DIRECTED INVESTMENT FUND

                (a)  Upon receipt by the Trustee of the written notice of the
appointment of an Investment Manager by the Committee and of a written
acknowledgement of such appointment and acceptance of status as a fiduciary of
the Plans executed by such Investment Manager, the Trustee, except as provided
in subparagraph (c) below, shall invest the assets of the designated investment
fund only in accordance with the instructions of such Investment Manager until
it receives notice of the termination of such manager's appointment.

                (b)     Each Investment Manager shall have the investment 
discretion given to the Trustee in subparagraph 6.1(a) below, unless 
otherwise limited by the Committee.  The Trustee shall follow the instructions 
for the purchase or sale of securities given by any duly authorized 
representative of the Investment Manager.  Securities may be sold or purchased 
by orders placed directly with brokers by the Investment Manager, and all such 
sales or purchases shall be executed as though made by the Trustee pursuant to
instructions from the Investment Manager.  The Trustee shall have no authority
to deliver any securities or cash to the Investment Manager, who shall have no
rights or powers other than as set forth herein.

                (c)     Each Investment Manager shall vote, as that concept is
defined under ARTICLE VI, paragraph 6.3(b) of this Agreement, upon stocks,
bonds or other securities under such Investment Manager's control, unless
otherwise agreed upon by the Committee, the Investment Manager and the Trustee.





                                       4
   180
                (d)     Notwithstanding the foregoing provisions, the Trustee 
may, in its discretion, hold uninvested cash in short term paper, variable 
notes, government securities and other cash equivalents, pending permanent 
investment by or at the direction of the Investment Manager or withdrawal from 
the Master Trust.

       5.3      IMMUNITY OF THE TRUSTEE

                (a)     The authority of any Investment Manager and the terms 
and conditions of its appointment and retention shall be solely the 
responsibility of the Committee and the Trustee shall not be deemed to be a 
party to or to have any obligations under any agreement with any Investment
Manager.

                (b)     The Trustee shall be under no duty to question any
instruction of any Investment Manager, or to review or to make any
recommendations to the Committee or any other person regarding retention, sale,
or any matter whatsoever with respect to investments sold or acquired pursuant
to such instructions.

                (c)     The Parent Company shall indemnify and hold the Trustee
harmless from and against any liability to which the Trustee may be subjected,
including all expenses reasonably incurred in its defense which arise from:

                        (1)     the failure of the Trustee to pay for property
purchased by any Investment Manager for the Master Trust by reason of the
insufficiency of funds in the investment fund under the Investment Manager's
management; or

                        (2)     from the actions of the Trustee in following any
investment directions of any Investment Manager or from trading activities
conducted by any Investment Manager.

                                   ARTICLE VI
              INVESTMENT AND ADMINISTRATIVE POWERS OF THE TRUSTEE

       6.1      INVESTMENT POWERS OF THE TRUSTEE

                Subject to the provisions of ARTICLE IV, paragraph 4.2 , and 
paragraph 6.2 below, or any investment guidelines specified by the Committee, 
the Trustee is authorized, in its sole discretion, with respect to any 
investment fund not under the management of an Investment Manager:

               (a)      To collectively invest and reinvest its assets, and any
accretions thereto, without distinction between principal and income, in such
securities, (other than securities of the Trustee or its affiliates), or in
such other property, real or personal, wherever situate, whether or not income
producing, including but not limited to stock, common or preferred, interests
in investment companies, including so-called "money market funds" and funds in
which the Trustee or an affiliate or the Trustee receives compensation for
providing custodial, transfer agency, investment advisory or other services,
bonds and mortgages, and other evidences of indebtedness, and deposits in a
bank or other financial institution under state or federal supervision,
including the Trustee's banking department, which bear a reasonable rate of
interest; and to write call options against any securities or other property
held by the Trustee or other forms of options directly related to outstanding
call options; provided however, that no investment shall be made in violation
of Section 406 of ERISA or Section 4975 of the Code, unless otherwise permitted
by law.  In making such investments, the Trustee shall not be restricted by any
state law or statute designating investments eligible for trust funds.

               (b)      To invest all or any part of the funds received by it 
in one or more common trust funds or collective investment funds maintained by 
the Trustee or any affiliate


                                       5
   181
of the Trustee (within the meaning of Section 1504 of the Code) provided any
collective investment fund is maintained exclusively for the investment of
tax-qualified retirement plan assets, but only if the trustee of any such fund
has acknowledged in the fund's governing instrument that it is a fiduciary with
respect to any plan, the assets of which are invested thereunder.

                        Notwithstanding any other provision of this Agreement, 
in the event that participation in any such fund shall occur, the assets so 
invested shall be subject to all the provisions of the common trust or 
collective investment fund plan.  To the extent required by law, regulation, 
or revenue ruling, the plan provisions of any common trust or collective 
investment fund in which participation occurs are expressly incorporated 
herein by reference and shall be a part of this Agreement.

                (c)     To invest all or any part of the funds received or 
held by it in any portfolios of the PNC Funds.  Attached hereto as Exhibit "B" 
is a Disclosure Statement, accompanied by Prospectuses describing each of the
investment portfolios (the "Portfolios") listed in Exhibit "B" established
pursuant to a Declaration of Trust under the name of "The PNC Fund.  The
Parent Company acknowledges that it is independent of PNC Bank Corp. and its
affiliates ("PNC"), the PNC Fund and its affiliates and that it will not
receive direct or indirect consideration for its personal account in connection
with this investment.  Based upon these materials, including Exhibit "B" and
the Prospectuses mentioned above, the Parent Company hereby consents to the
purchase and sale of shares of any of the Portfolios listed in Exhibit "B".
This consent shall remain in full force and effect until written notice of
revocation is provided to the Trustee.

               (d)      To sell any such property, by private contract or at 
public auction, for cash or credit, without notice or advertisement, and no 
person dealing with the Trustee shall be bound to see the application of the 
purchase money or to inquire into the validity, expediency, or propriety of 
any such sale or other disposition; to exchange, mortgage, or lease any such 
property on such terms and conditions as it may deem appropriate; and to grant 
or take options for any duration to purchase any such property, whether 
personal or real.

               (e)      To invest all or any part of the funds received by it in
qualifying employer securities and qualifying employer real property; provided
that no such investment shall be made if it would result in the amount held for
any plan in such qualifying employer securities and qualifying employer real
property to have a value exceeding 10% of the value of assets held for such
plan.

               (f)      To hold uninvested, from time to time, without 
liability for interest thereon, such amounts as the Committee shall advise are 
necessary for the cash requirements of the Plans; and to invest in cash or 
equivalents, government securities, or straight debt securities in varying 
proportions when and for so long as, in the opinion of the Trustee, prevailing 
market and economic considerations indicate that it is in the best interests of
the beneficiaries to do so.

       6.2      INSURANCE POWERS OF THE TRUSTEE

                The Trustee, acting only upon the written direction of the
Committee, shall accept in kind or shall purchase such group annuity contracts
specified and designated in said direction, to be so-called "Investment-Only
Group Annuity Contracts" to be held, transferred and/or discontinued subject to
such terms and conditions as the Committee shall specify.

                (a)     The Trustee shall be the sole owner and beneficiary of 
all contracts acquired hereunder, and it shall be so designated in each contract
and application therefore; provided, however, all rights incident to ownership
shall be exercised by the Trustee only at the direction of the Committee.




                                       6
   182
               (b)      No insurer which issues any contract under the Plans 
shall be required to take or permit any action contrary to the provisions of 
such contract; or be bound to allow any benefit or privilege to any person
interested in any contract it has issued which is not provided in such
contract; or be deemed to be a party to the Plans for any purpose; or be
responsible for the validity of the Plans; or be required to look into the
terms of the Plans or question any act of the Committee or Trustee hereunder;
or be required to see that any action of the Committee or Trustee is authorized
by the Plans.  Any such insurer shall be fully discharged from any and all
liability for any amount paid to the Trustee, or in accordance with its
direction; and no insurer shall be obligated to see to the application of any
moneys so paid by it.  Any such insurer shall be fully protected in taking or
permitting any action on the faith of any instrument executed by the Committee
in its name as Committee, or by the Trustee in its name as Trustee, and shall
incur no liability for so doing.

       6.3      ADMINISTRATIVE POWERS OF THE TRUSTEE

                With respect to all assets held hereunder; the Trustee is
authorized:

                (a)     To cause any securities or other property to be 
registered in its own name or in the name of one or more of its nominees and 
to hold any investment in bearer or other negotiable form provided that the 
books and records of the Trustee at all times show that such investments are 
part of the Master Trust.  In compliance herewith, the Trustee may give to any 
registrar, transfer agent, or insurer, including but not limited to 
corporations, state, or Federal authorities or agents, any bond or other 
guarantee which may be required.  Any registrar, transfer agent, or insurer 
shall be fully protected and saved harmless from any action either by law or 
in equity for acting upon or in compliance with the instruments received in 
writing from the Trustee.

               (b)      To vote upon any stocks, bonds or other securities; to 
give general or special proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges, subscription rights, or
other options, and to make payments incidental thereto; to oppose or to consent
to, or to otherwise participate in, corporate reorganization or other changes
affecting corporate securities, to delegate discretionary powers, and to pay
any assessments or charges in connection therewith; and generally to exercise
any of the powers of an owner with respect to stocks, bonds, securities, or
other properties held as part of the Master Trust.

                (c)     To settle, compromise, or submit to arbitration any 
claims, debts, or damages due or owing to or from the Master Trust, other than 
claims for benefits, to commence or defend suits or legal or administrative
proceedings, and to represent the Master Trust in all legal and administrative
proceedings relating to the assets held in the Master Trust; provided, however,
the Trustee shall not be obligated to take any action or to appear and
participate in any action which would subject it to expense or liability unless
it is first indemnified in an amount and manner satisfactory to it, or is
furnished with funds sufficient, in it sole judgment, to cover the same.

                (d)     To borrow money for the purposes of the Master Trust 
from any person (other than the Trustee in its in individual capacity or other 
party in interest unless authorized by ERISA), and to pledge assets of the 
Master Trust as security for repayment.

                (e)     To purchase any bonds or other items required by any
federal, state, or local government and to pay any insurance premium or other
type of assessment required by said government as part of the operation of such
trust.

                (f)     To employ suitable agents, advisors, accountants, and
counsel and to pay their reasonable expenses and compensation.





                                       7
   183
               In addition to the foregoing powers, the Trustee shall also have
all of the powers, rights and privileges conferred upon trustees by the
Pennsylvania Fiduciaries Code, 20 PA. C.S.A., Chapter 71, or as the same may be
subsequently modified or amended, to the extent such law is not preempted by
federal law, and the power to perform all acts, take all proceedings, and
execute all rights and privileges, although not specifically mentioned herein,
as the Trustee may deem necessary to administer the Master Trust and to carry
out its purposes.

                                  ARTICLE VII
                        VALUATIONS, RECORDS AND ACCOUNTS

       7.1      PARTICIPATING TRUST ACCOUNTS

                The Trustee will maintain or cause to be maintained individual
accounts, reflecting the investment of each Participating Trust in the Master
Trust.  As of each Valuation Date, all such accounts shall be adjusted in the
following manner.

       7.2      VALUATION OF INVESTMENT FUNDS
                
                The current value of the assets held in each of the investment
funds as of the close of business on each Valuation Date shall be determined by
the Trustee within a reasonable time, which, to the extent possible, shall not
exceed thirty (30) days.  Such valuation shall be made prior to accounting for
admissions and withdrawals made on such Valuation Date, and shall include
income, collected and accrued, and realized and unrealized gains and losses.

                Actively traded securities held therein shall be valued at their
last public sale price upon the New York Stock Exchange, or upon any other
recognized exchange or exchanges, or if no sale shall have been reported, and
in the case of "over the counter" quotations, the last bid price at the close
of business on said Valuation Date.  The value of any security which is not
listed or dealt in on any exchange shall be determined as nearly as may be in
the same manner, except that there may be used for the purpose of obtaining the
sale price or the bid price any published quotations in common use which may be
available, or, at the discretion of the Trustee, quotations by a reputable
broker dealing in such securities.  Investments which are not currently quoted
shall be appraised at their fair market value, as determined at the discretion
of the Trustee.

                (a)     To the value thus determined there shall be added 
interest accrued but not collected on any interest bearing obligation, dividends
declared but not collected on stocks, which, if sold, would be sold
ex-dividend, and the uninvested cash balance of the Master Trust.

                (b)     From the aggregate value so obtained, there shall be
deducted all accrued charges and expenses, and any reserve for contingencies or
unliquidated liabilities which are appropriate under sound accounting
principles.

       7.3      ADJUSTMENT OF ACCOUNT BALANCES

                The net credit balances in the accounts of the Participating
Trusts as of the preceding Valuation Date shall be adjusted upward or downward,
pro rata, so that the total of such net credit balances will equal the then net
worth of the Master Trust prior to accounting for admissions and withdrawals
made on the Valuation Date.

       7.4      RECORDS AND ACCOUNTS

                The Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other transactions hereunder, and all 
accounts, books and


                                       8
   184
records, photostatic copies and other reproductive copies relating thereto
shall be open to inspection and audit at all reasonable times by any person
designated by the Committee.  As of the close of each fiscal year of the Trust,
or at such other times as may be mutually agreed upon by the parties, and as of
the date of the removal or resignation of the Trustee, the Trustee shall file
with the Committee (and with the Investment Manager with respect to assets
under its management) a written account setting forth all investments,
receipts, disbursements and other transactions affected by it during the period
from the date of its last such account.  Upon the expiration of six (6) months
from the date of filing any such account, or upon the earlier specific approval
thereof by the Committee, the Trustee shall be forever released and discharged
from all liability and accountability to the Employer with respect to the
propriety of the transactions shown in such account, except those involving bad
faith, fraud or willful misconduct, or as to which the Committee shall, within
such six (6) month period, file written objections with the Trustee.  Nothing
herein contained, however, shall be deemed to preclude the Trustee of its right
to have its account judicially settled by a court of competent jurisdiction.

                                  ARTICLE VIII
                           ADMISSIONS AND WITHDRAWALS
       8.1      TIME

                Assets shall be invested in and withdrawn from the Master Trust
only on a Valuation Date, except that the withdrawal of the entire 
Participation of a Participating Trust shall be effected within a reasonable 
time following such Valuation Date.

       8.2      NOTICE

                When assets are invested in or withdrawn from the Master Trust,
a written notice of intention of taking such action shall be given to the 
Trustee by the Committee on or before the Valuation Date.

       8.3      WITHDRAWAL OF NON-QUALIFYING PARTICIPATION

                In the event that a Participating Trust is notified by the
Internal Revenue Service that it is no longer qualified for exemption from
taxation under the applicable provisions of the Code, or in the event such
Participating Trust is no longer maintained by the Parent Company or an
Affiliate thereof, the Trustee shall withdraw from the Master Trust those
assets of the Participating Trust valued as of the next reasonable Valuation
Date.  This withdrawal shall occur immediately following the receipt by the
Trustee of written notice of such Participating Trust's disqualification or its
ceasing to be so maintained.

       8.4      METHOD OF PAYMENT OF WITHDRAWALS

                Upon the withdrawal of a Participation or any part thereof,
there shall be paid or transferred to the Participating Trust an amount equal
to its or its respective part's value on the Valuation Date as of which such
withdrawal is effected.

                In the event that any accrued income shall be distributed to a
Participating Trust upon the withdrawal of a Participation or any part thereof
and thereafter such accrued income shall not actually be collected by the
Trustee in whole or in part, the Trustee shall have the right to charge to and
recover from such Participating Trust the amount of such uncollected income so
distributed.

                Any such withdrawal may, in the discretion of the Trustee or at
the discretion of the Committee, be made in cash, or in kind, or partly in cash
and partly in kind.




                                       9
   185
       8.5      SEGREGATION OF PARTICIPATION

                In the event it becomes necessary to make a physical segregation
of the Participation of any Participating Trust, there shall be set apart such
assets as the Trustee shall determine, with the approval of the Committee,
having a then market value which bears the same ratio to the then market value
of all assets of the Master Trust as the allocable share of such Participation
bears to the total of all Participation.

                                   ARTICLE IX
                           DIRECTIONS TO THE TRUSTEE

       9.1      DIRECTIONS TO BE IN WRITING

                All directions by or notices from the Committee to the Trustee
shall be in writing, signed by a member of the Committee or by such other
person or persons as may be designated from time to time by the Committee.  The
Parent Company shall deliver to the Trustee certificates evidencing the
appointment and termination of office of the members of the Committee and the
Committee shall deliver to the Trustee certificates designating any other
person authorized to act on its behalf, together with specimens of their
signatures.

       9.2      DIRECTIONS WARRANTED

                The Parent Company warrants that all directions issued to the 
Trustee by the Committee or its agents, designated as provided above, will be in
accordance with the terms of the Plans and not contrary to the provisions of
ERISA and regulations issued thereunder.

       9.3      INDEMNIFICATION

                The Trustee shall be indemnified and saved harmless by the 
Parent Company from and against any and all liability to which the Trustee may 
be subjected, including all expenses reasonably incurred in its defense, for any
action or failure to act resulting from its authorized compliance with the
instructions of the Committee or its agents, designated as provided above, an
Investment Manager, or any other fiduciary of the Plans, and for any liability
arising from the actions or nonactions of any predecessor trustee or fiduciary,
or other fiduciaries of the Plans.

                                   ARTICLE X
                  PAYMENT OF COMPENSATION, EXPENSES AND TAXES

      10.1      TRUSTEE'S FEES

                The expenses incurred by the Trustee in the administration of 
the Master Trust, including fees for legal services rendered to the Trustee, 
such compensation to the Trustee as may be agreed upon, from time to time, 
between the Parent Company and the Trustee, and all other proper charges and 
expenses of the Trustee, its agents, advisors, and counsel, shall be paid from 
the Master Trust unless paid by the Parent Company, and charged to the 
appropriate investment fund.

      10.2      TAXES

                All taxes of any and all kinds whatsoever that may be levied or
assessed under existing or future laws upon the Master Trust or the income
thereof, shall be paid from the Master Trust.  The Trustee may assume that any
such taxes are lawfully levied or assessed unless, subsequent to notification
to the Committee of such levies or assessments, the Committee advises the
Trustee to contest the validity of such taxes.  At the direction of the
Committee, the Trustee shall take such action as the Committee shall direct,
but all expenses





                                       10
   186
incident thereto shall be chargeable to the Master Trust, unless otherwise
directed by the Committee.

                                   ARTICLE XI
                           AMENDMENT AND TERMINATION

      11.1      AMENDMENT

                The Parent Company reserves the right to amend this Agreement in
whole or in part, from time to time, by an instrument in writing delivered to
the Trustee, provided that no such amendment shall authorize or permit any part
of the corpus or income of the Master Trust which equitably belongs to any
Participating Trust to be used for or diverted to any purposes other than for
the exclusive benefit of the employees or their beneficiaries who are entitled
to benefits under such Participating Trust, and provided further, no such
amendment which affects the rights, duties, responsibilities, or immunities of
the Trustee may be made without the Trustee's consent.

      11.2      TERMINATION

                This Agreement and the Master Trust created hereby may be
terminated at any time by the Parent Company or its successor.  Upon receipt of
notice of such termination, the Trustee shall distribute to each Participating
Trust, the then value of its Participation, subject, however, to the provisions
of ARTICLE XIII of this Agreement.  Such distributions may, in the discretion
of the Trustee, be made in cash, or in kind, or partly in cash and partly in
kind.

                                  ARTICLE XII
                     REMOVAL AND RESIGNATION OF THE TRUSTEE

      12.1      NOTICE

                The Trustee may be removed by the Parent Company at any time
upon ninety (90) days' written notice to the Trustee.  The Trustee may resign
at any time upon ninety (90) days' written notice to the Parent Company.  In
either case, the necessity for such notice may be waived by the mutual
agreement of the Trustee and the Parent Company.

      12.2      SUCCESSOR TRUSTEE

                Upon the removal or resignation of the Trustee, the Parent 
Company shall appoint a successor trustee who shall have the same powers and 
duties as those conferred upon the Trustee hereunder, and upon receipt by the 
Trustee of the written acceptance of such appointment by the successor trustee,
the Trustee shall, subject to the provisions of ARTICLE XIII of this Agreement,
assign, transfer, and pay over to such successor trustee the funds and
properties then consisting the Master Trust.

                                  ARTICLE XIII
                             SETTLEMENT  OF ACCOUNT

      13.1      SETTLEMENT OF ACCOUNT

                In the event of the termination of the Master Trust, or the 
resignation or removal of the Trustee, the Trustee shall have the right to a 
settlement of its accounts by a judicial settlement in a court of competent 
jurisdiction or by receipt and release by the Committee on behalf of each 
Participating Trust or by the agreement of the Parent Company to indemnify the
Trustee against any liability against which the Trustee is protected under the
terms of this Agreement.


                                       11
   187
                Upon completion of such settlement of accounts, distribution of
the assets shall be made as hereinabove provided.  The Trustee is authorized,
however to reserve such reasonable sum of money, that the Trustee deems
advisable, to provide for any amounts chargeable against such assets for which
it may be liable, or for payment of its fees and expenses in connection with
the settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over to the
Participating Trusts entitled thereto.

                                  ARTICLE XIV
                                 MISCELLANEOUS

      14.1      MERGER OR CONSOLIDATION OF TRUSTEE

                Any corporation into which the Trustee or any successor trustee
may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Trustee or any successor trustee
may be a party, or any corporation to which all or substantially all the trust
business of the Trustee or any successor trustee may be transferred, shall be
the successor of such trustee without the filing of any instrument or
performance of any further act, before any court.

      14.2      CONSTRUCTION OF AGREEMENT

                Words used in the masculine include the feminine gender.  
Words used in the singular or plural shall be construed as if plural or 
singular, respectively, where they would so apply.  Titles of articles and 
paragraphs are inserted for convenience and shall not affect the meaning or 
construction of this Agreement.

      14.3      APPLICABLE LAW

                This Agreement shall be construed and enforced according to the
laws of the Commonwealth of Pennsylvania and all the provisions hereof shall be
administered according to the laws of said Commonwealth, except to the extent
such laws are superseded by the Code or by ERISA.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers and attested as of the
day and year first above written


                                                       
ATTEST:                                                   PARENT COMPANY:
                                                          TELEFLEX INCORPORATED

                                                          By                         
-----------------------                                     -------------------------


ATTEST:                                                   TRUSTEE:
                                                          PNC BANK, NATIONAL ASSOCIATION

                                                          By                         
-----------------------                                     -------------------------
Vice PRESIDENT






                                       12