UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-3010

DIVISION OFCORPORATION FINANCE

Februar 18, 2009

Maro A. PonceSimpson Thacher & Barlett LLP425 Lexington AvenueNew York, NY 10017-3954

Re: Teleflex Incorporated

Dear Mr. Ponce:

This is in regard to your letter dated February 18, 2009 concerning the shareholderproposal submitted by The New England Carenters Pension Fund for inclusion inTeleflex's proxy materials for its upcoming annual meeting of securty holders. Yourletter indicates that the proponent has withdrawn the proposal, and that Teleflex thereforewithdraws its Januar 26,2009 request for a no-action letter from the Division. Becausethe matter is now moot, we wil have no fuher comment.

Sincerely, Michael J. ReedichSpecial Counsel

cc: Edward J. Durkin

United Brotherhood of Carenters and Joiners of AmericaCorporate Affairs Deparment101 Constitution Avenue, N.W.Washington, DC 20001

SIMSON THAHE & BARTLT LLP 425 LEGTN AVE

NEW YORK N.Y. 10017-3954 (212) 455-2000

F..li"' t212) 415152152

DmDLNmmim E-MA AiBl (212) 455-342 mp0nctblaw.com

Febru 18,2009

Re: Teleflex Incorpratd 2009 Anua Meetig of Shareholders Exclusion of Shaeholder Proposa Submitted by New England Carnters Pension Fund

VIA E-MAIL AN FEDERA EXPRESS

Securties and Exchage Commission Division of Corpration Finance . Offce of Chief Counsel

100 F Stree, N.E. Washigton, D.C. 20549

Ladies and Gentlemen:

Ths letter serves to inorm you that, on behal of our client, Teleflex Incorprated, a Delaware corpration (the "ComDanv"), we hereby withdrw our letter dated Januar 26,2009 to the sta of the Division of Corpration Fince (the "Sta') of the Securties and Exchange Commssion (the "Commission") requestig that the Sta not recommend to the Commssion that any enforcement action be taen if the Company excludes a shareholder proposal (the "Proposal") submitted by the New England Carenters Pension Fund (the "Proponent") from its proxy materials for the Company's 2009 anual meetig of shareholders. The Proponent has indicated to the Company that it is withdrawig the Proposal. Attched hereto as Exhbit A is a copy of the Proponent's signed letter to the Company withdrawing the Proposal.

If you have any questions regarding ths matter or requie additional information, please feel free to call the undersigned at (212) 455-3442.

Sincerely, '~ 1;l eo ~-- ~

Maro A. Ponce

cc: Ed Durkin, New England Carenters Pension Fund

Laurence G. Miller, Esq., Teleflex Incorprated

Los ANGEL PALO ALTO WASHINGTON, D.C. BELG HONG KONG LoNDON TOKYO

EXHmlT A - WITHDRAWAL LETTER

UNITED BROTHERHOOD OF CARPENTERS AND JOINERS OF AMERICA

(Dougla j. mc&arron General President

(SENT VIA FACSIMIL~ 610-9..1703

February 17,20 Laure G. Miler Extive Vice Presidnt and Genel Cou Teletlex Jncorprated 1SS Sou Umerck Road Limerk, Pennslvania 1946

Dear Mr. Miller:

On belf of the New Engnd Carenter Pension Fund t-Fund), I hery witdra the majori voe shareholder proposal sumited by the Fun on November 24,2008 to TelJexIncoted ("Compary"). The Fund's withdrawal of the proposal is based on your cotment to prent during the fi half of 200 a recmmendation to the Boar to adopt a bylaw amendment estabtishlng a majority vote standard in diect elecons. We apprecte the positi and cotrctve reponse to the proosl that we beHeve wil selVe the be Interets

of the Company and It shaolders.

~ Edwrd J. Dun

oc. Mark Erich, Fund Chair

101 Constitution Avenue, N.W. Wasbington, D.O. 201 Phone: (202) 546-206 F'ax: (202) 543..724 ...

UNITED BROTHERHOOD OF CARPENTERS AND JOINERS OF AMERICA

Ðouglas j. md9arron General President

(SENT VI EMAIL)

Februar 6, 2009

U.S. Securties and Exchange Commission Office of the Chief Counsel Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1090

Re: Teleflex Incorporated No-action Request Regarding the Shareholder Proposal Submitted by the New England Carpenters Pension Fund

Dear Sir or Madam:

The New England Carenters Pension Fund (the "Fund") hereby submits this letter in reply to Te1eflex Incorporated's ("Teleflex" or "Company") Request for No-Action Advice to the Security and Exchange Commission's Division of Corporation Finance

("Staff') concerning the Fund's majority vote shareholder proposal ("Proposal") and

supporting statement submitted to the Company for inclusion in its 2009 proxy materials. The Fund. respectflly submits that the Company has failed to satisfy its burden of persuasion and should not be granted permission to exclude the Proposal. This

submission is being sent to the Division of Corporation Finance via email and a copy has been provided to the Company.

Teleflex states its position that it may exclude the Fund's Proposal under Rule 14a-8(f)(1) because the Fund did not properly substantiate its eligibilty to submit the Proposal under Rule 14a-8(b). The Company's submission to the Commission indicates that the Fund sent the Proposal to the Company on November 24, 2008 and that the Company received the Proposal on that date. The transmission letter conveyig the Proposal was sent via facsimile to fax number 610-948-1703. As the Fund indicated it would do in its November 24, 2008 conveyance letter, on the instrction of the Fund, State Street Ban, the Fund's custodian bank, sent a record letter ("Record Letter") to the Company on December 2, 2008. State Street sent the Record Letter (copy attached), via facsimile to fax number 61 0-948-1703, the same number to which the Proposal was sent. State

101 Constitution Avenue. N.W. Washington. D.C. 20001 Phone: (202) 546-6206 Fax: (202) 543-5724.~.

Street's fax transmission record (copy attached), verifies the successful transmission of the Record Letter to the Company on December 2, 2008. The Record Letter was conveyed in a timely maner to the Company and meets the requirements of Rule 14a8(b). Based on these facts, we firmly believe that Teleflex has not established a basis for excluding the Proposal under Rule 14a-8(b).

f¡~Edward J. Durkin

cc. Mark Erlich, Fund Chair Laurence G. Miler, Teleflex Inc. Maro A. Ponce, Simpson Thacher & Bartlett LLP

Enclosure

2

Duyen Tra C6en Se Ofcer Speializ Tru SecesII ST Sr STATE STREE BAK 200 Neor Avenue - JQB7

/ N. Quicy, MA 02171

Telephone: 617-984314Facle: 617-7~95

Deceber 2, 2008 dtCstaes.co

(SENT VI FACSIME 610-948-1703) Laurence G. Miller Secret Teleflex Incorporated 155 South Limerck Road Limerck, Penylvania 19468

Re: Cerfication of shareholdigs in Teleflex Incorporated (cusip 879369106) for the

New England Carenter Pension Fund

Dea Mr. Miller:

State Stree Ban is the recrd holder for 1,400 shares of Teleßex Incorprated the New England Carenter Penion("Company") common stock held for the benefit of

Fund ("Fund"). The Fund has been the beneficial owner of at leat 1 % or $2,000 in market value of the Company's common stock contiuously for at least one year prior to the date of submission of the shareholder proposal submitted by the Fund puruat to RUle 14a-8 of the Securties and Exchange Commission rues and reguations. The Fund contiues to hold the shares of Company stock.

As custodian for the Fund, State Stree holds these shares at its Parcipant Account at the Depsitory Trust Company ("DTC"). Cede & Co., the nominee name at DTC, is the recrd holder of these shares.

If there are any questions concerng this matter, pleae do not hesitate. to contact me directly at 617-985-4314.

Sinceely,

DuY~TØ) cc. Mark Erlich, Fund Chainnan

Edward J. Durki

"~I08¡M

-------------------------------------------------------------------------------------- MFP49353BOF3E57

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Sent to: Phone: 16109481703 Billing information: '0896057', " Remote 10: 610 948 1703 Unique 10: "MFP49353BOF3E57" Elapsed time: 0 minutes, 25 seconds. Used channel 6 on server "I1SS0057". No ANI data. No AOC data. Resulting status code (0/339; 0/0): Success Pages sent: 1 - 1

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1: 49 PM 12/2/2008 View Record Viewed by: TAFT_SCHONSX

SIMPSON THACHER& BARTLETT LLP

425 LEXINGTON AVENUE

NEwYoRX, N.Y. 10017-3954 (212) 455-2000

FAOSTMUK (212) 455-2502

(212) 455-3442 mponce@stblaw.com

VIA E-MAIL AND OVERNIGHT MAIL

January 26,2009 Office of Chief Counsel Division ofCorporation Finance U.S. Securities and Exchange Commission I00 F Street, N.E. Washington, D.C. 20549

Re: TeleDex Incorporated 2009 Annual Meeting -Omission of Shareholder Proposal Submitted by New England Carpenters Pension Fund

Ladies and Gentlemen:

We. are writing on behalf of Teleflex Incorporated, a Delaware corporation ("Teleflex"), to noti1)r the staff of the Division of Corporation Finance (the "Staff') ofthe Securities and Exchange Commission (the "Commission") of Teleflex's intention to exclude a shareholder proposal and supporting statement from Teleflex's proxy materials for its 2009 Annual Meeting of Shareholders (the "2009 Proxy Materials"). Mr. Mark Erlich, on behalf of the New England Carpenters Pension Fund (the "Proponent"), submitted the proposal and its supporting statement (collectively, the "Proposal").

In accordance with Rule 14a-gO) ofthe Securities Exchange Act of 1934 (the "Exchange Act"), we have enclosed six copies of the following:

(1) This letter;

(2) A copy of the Proponent's faxed letter submitting the Proposal, dated November 24,2008 (attached as Exhibit A);

(3) A copy of the first notice of procedural defect letter sent to the Proponent by Teleflex on December 5, 2008, (attached as Exhibit B); and

(4) A copy ofthe second notice of procedural defect letter sent to the Proponent by Teleflex on January 8, 2009, (attached as Exhibit C).

By a copy of this letter and accompanying material, we noti1)r the Proponent on behalf ofTeleflex of Teleflex's intention to omit the Proposal from its 2009 Proxy Materials. Teleflex currently intends to mail the 2009 Proxy Materials to shareholders, and fIle its defmitive proxy materials with the Commission, on or about March 27, 2009. Accordingly, this letter is being filed with the Staff less than 80 calendar days before Teleflex intends to file its definitive 2009 Proxy Materials with the Commission. As further described below, Teleflex respectfully requests waiver of the gO-day requirement of Rule 14a-80) of the Exchange Act for good cause.

091873"{)()()2,,1164I-Active.11517881..lLos ANGELES l:'AI.o ALTO -WASHINGTON, D.G. BEIJING HONG KONG LONDON TOKYO

SIMPSON THACHER Be BARTLETT LLP

THE PROPOSAL

On November 24, 2008, Teleflex received a faxed letter from the Proponent that contained the following proposal:

"RESOLVED: That the shareholders ofTeleflex Incorporated ("Company") hereby request that the Board of Directors initiate the appropriate process to amend the Company's corporate governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of the shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats."

For the reasons set forth below, we respectfully request on behalfof Teleflex (i) confrrmation that the Staff will not recommend any enforcement action if the Proposal is omitted from Teleflex's 2009 Proxy Materials, and (ii) that the Staff grant Teleflex's request to waive the 80-day requirement set forth in Rule 14a-80)(1) of the Exchange Act.

ANALYSIS

Rule 14a-8(b) and Rule 14a-8(f)(I) - The Proponent failed to provide the requisite eligibility to submit the Proposal in response to Teleflex's request for that information.

We believe that Teleflex may exclude the Proposal under Rule 14a-8(f)(I) because the Proponent did not substantiate its eligibility to submit the Proposal under Rule 14a-8(b). Rule 14a-8(b)(1) provides, in part, that "[i}n order to be eligible to submit a proposal, [a shareholder} must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder submits} the proposal."

The Proponent submitted the Proposal to Teleflex by a faxed letter dated November 24, 2008 that was received by Teleflex via fax on November 24, 2008. That faxed letter did not include evidence demonstrating that the Proponent satisfied the eligibility requirements of Rule 14a-8(b) and the Proponent stated in the letter that "[t}he record holder ofthe stock will provide the appropriate verification of the [Proponent's} beneficial ownership by separate letter.;' See Exhibit A. Moreover, Teleflex confirmed that at that date the Proponent did not appear in the recocds ofTeleflex's stock transfer agent as a shareholder of record.

In a letter dated December 5, 2008, eleven days after the receipt of the Proposal, Teleflex sent a fITSt letter by fax to Ed Durkin, the designated representative of the Proponent, as Mark Erlich bad directed Teleflex in the cover letter to the Proposal. See Exhibit A and Exhibit B. In this frrst letter Teleflex indicated that no written statement had yet been provided to Teleflex verifying that, at the time the Proponent submitted the Proposal, the Proponent complied with the eligibility requirements of Rule I4a-8(b). See Exhibit B. On December 8, the frrst business day after the letter was faxed to the Proponent, Teleflex contacted Ed Durkin via telephone and confirmed that the fax had been received by the Proponent. Despite this frrst letter and the Proponent's statement in the Proposal that the appropriate eligibility verification would be provided, the Proponent delivered no response to Teleflex's request for verification ofeligibility.

On January 8, 2009, Teleflex afforded the Proponent a second opportunity to cure the defect in its submission by sending a second letter to Ed Durkin by fax and certified mail, return receipt requested. In this letter, Teleflex reminded the Proponent ofthe eligibility requirements of Rule 14a-8(b), specifically stated the type of documents that constitute sufficient proof of eligibility, and indicated that the Proponent should correct the deficiency in the Proposal within 14 days of his receipt of Teleflex's letter. See Exhibit C. In addition, Teleflex enclosed with its letter a copy of Rule 14a-8.

091873-0002·11641-Active.11517883.1

SDIPSON THACHER & BARTLETT LLP

The Proponent never responded in any way to the Teleflex letters.

Rule 14a-8(f) provides that a company may exclude a shareholder proposal if the proponent fails to provide evidence that it has satisfied the beneficial ownership requirements of Rule 14a-8(b), provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time. Teleflex complied with the procedural requirements for delivering a notice of deficiency under Rule 14a-8, which stated:

• the ownership requirements of Rule 14a-8(b)(l);

• the type of documentation necessary to demonstrate beneficial ownership under Rule 14a8(b)(2)(i) and (ii); and

• that the Proponent's response had to be postmarked within 14 days after his receipt of Teleflex's letter.

Teleflex also satisfied the standards set forth in Staff Legal Bulletin No. 14B ("SLB 14B"), published on September 15, 2004, stating the information that the Proponent was required to supply. In SLB 14B, the Staff indicated that if a company cannot determine whether a shareholder proponent satisfies Rule 14a-8's ownership requirements, the company should request that the shareholder provide proof of ownership that satisfies Rule 14a-8's requirements. In that regard, SLB 14B indicates that companies should use language that tracks Rule 14a-8(b), which states that the proponent must prove its eligibility by submitting either:

• a written statement from the ''record'' holder of the securities (usually a broker or bank) verifYing that, at the time the shareholder proponent submitted the proposal, the shareholder proponent continuously held the securities for at least one year; or

• a copy of a filed Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, or amendments to those documents or updated forms, reflecting the shareholder proponent's ownership of shares as of or before the date on which the one-year eligibility period begins and the shareholder proponent's written statement that he or she continuously held the required number ofshares for the one-year period as of the date of the statement.

Teleflex provided the Proponent with appropriate notice regarding the ownership information that was required and the manner in which the Proponent must comply with the requirements of Rule 14a-8(b). SLB 14B also recommends that companies consider including a copy ofRule 14a-8 with such notice of defects, which Teleflex did in its January 8, 2009 letter. Teleflex's fust letter to the Proponent notifYing the Proponent of the defect in its submission did not include all of the information recommended by SLB l4B because (i) the Proposal itself identified the defect in the submission and indicated that it would be cured by separate letter and (ii) the Proponent is a sophisticated investor with an established record of similar proposals that have satisfied the eligibility requirements.

Notwithstanding (i) Teleflex's letters, (ii) the Proponent's statement in the Proposal that it would provide proof of ownership by a separate letter, and (iii) the fact that the Proponent is a sophisticated investor with an established record ofsimilar proposals, as of this date, the Proponent has never responded to any of Teleflex's requests for evidence of eligibility and failed to provide any of the documents that might constitute sufficient proof of eligibility under Rule 14a-8(b).

On numerous occasions the Staffhas taken a no-action position concerning a company's omission of shareholder proposals based on a proponent's failure to provide satisfactory evidence of eligibility under Rule 14a-8(b) and Rule 14a-8(f)(1). See, e.g., Motorola, Inc. (January 10, 2005);Johnson & Johnson (January 3, 2005); Agi/ent Technologies (November 19,2004); and Intel Corp. (January 29, 2004). More specifically, the Staff consistently has granted no-action relief when a proponent "appears not to have responded" to a company's "request for documentary support indicating that [the proponent] has satisfied the minimum ownership requirement for the one-year period required by [R]ule 14a-8(b)." International

091873·0002·11641-Active.115178S3.J

SIMPSON THACHER & BARTLETT LLP

Business Machines Corp. (December 5, 2006); Intel Corp. (February 8. 2006); Crown Holdings, Inc. (January 27, 2005); and Lucent Technologies, Inc. (November 26, 2003).

For the foregoing reasons and consistent with the Staff's prior interpretations, Teleflex respectfully requests that the Staff concur that Teleflex may exclude the Proposal from the 2009 Proxy Materials under Rule 14a-8(t)(I) because the Proponent did not timely or satisfactorily substantiate the Proponent's eligibility to submit the Proposal under Rule 14a-8(b).

Rule 14a-8(j) - Request for waiver of the SO-day requirement.

Rule 14a-8G)(l) under the Exchange Act requires that a company intending fu exclude a shareholder proposal from its proxy materials file its reasons with the Staff no later than 80 calendar days before filing its defmitive proxy statement, or later than 80 days upon a showing of"good cause" for missing the deadline. In SLB 14B, the Staff has noted that the most common basis for a company's showing of good cause is that a proposal was not submitted timely and the company did not receive the proposal until after the 80-day deadline had passed.

In the present case, the Proposal was submitted timely, seven days before the deadline for the submission of shareholders' proposals to be included in 1he 2009 Proxy Materials. However, Teleflex believes that it has "good cause" for not submitting its no-action request earlier. As indicated in the previous section, according to Teleflex's records, the Proponent is not a record holder ofTeleflex's securities and, therefore, was required by Rule 14a-8(b)(2) to provide Teleflex with proofof ownership at the time it submitted the Proposal. The Proponent failed to submit such proofwith the Proposal. Rather, the cover letter to the Proposal indicated that the record holder of the Proponent's stock would provide "appropriate verification of the [Proponent's] beneficial ownership by separate letter." See Exhibit A. As set forth in the foregoing section, Teleflex sent two letters to the Proponent in order to provide the Proponent with a reasonable opportunity to cure the procedural deficiency that was identified by the Proponent in its Proposal. In response to these notices, Teleflex received no communications from the Proponent or the Proponent's record holder, which resulted in the failure of the Proponent to meet the requirements of Rule 14a-8(b). We respectfully submit that Teleflex has good cause for the delayed submission of this no-action request because it provided two opportunities to the Proponent to correct the procedural deficiencies in the Proposal, including setting forth all of the information recommended by SLB 14B in the second notice of deficiency, which caused Teleflex to miss the 80-day requirement set forth in Rule 14a-8G)(l). In addition, Teleflex has prepared and submitted the no-action request set forth herein promptly following the expiration of the 14-day cure period set forth in Teleflex's second notice of deficiency to the Proponent.

Teleflex currently plans to hold its 2009 Annual Meeting of Shareholders on May I, 2009 and currently intends to mail the 2009 Proxy Materials to shareholders, and file its definitive proxy materials with the Commission, on or about March 27, 2009. Accordingly, we are submitting this letter fewer than 80 days before Teleflex intends to file its definitive 2009 Proxy Materials with the Commission. Teleflex respectfully requests that the Staff waive the 80-day requirement in the present case because Teleflex acted as promptly as practicable on the Proposal, provided the Proponent with two opportunities to cure its eligibility deficiency and, due to the time afforded to the Proponent to submit proper verification of ownership, compliance with the Rule 14a-8G) 80-day period would be impossible unless Teleflex delayed the filing of its 2009 Proxy Materials.

"The Staff has previously granted waivers in similar circumstances where the reason for the delayed submission ofa request for "no action" was that the company had been waiting for a response from the proponent to correct deficiencies in their submissions. See e.g., Toll Brothers, Inc. (January 10, 2006); Toll Brothers, Inc. (January 5, 2006); E"'TRADE Group, Inc. (October 31, 2000) and PHP Healthcare Corporation (August 25, 1998). Teleflex believes that the Staff will not be unduly burdened by this request and hopes that the Staff will have adequate time to consider the arguments presented herein. Teleflex also believes that the Proponent will be not be prejudiced or harmed by the waiver in light of the recent passage of the deadline and the fact that the Proponent was already aware of Teleflex's position with respect to the Proposal. Because of the facts described above, Teleflex respectfully requests waiver of the 80-day requirement.

091873-0002-1 1641-Active.l 1517883.1

SIMPSON THACHER & BARTLETT LLP

* * * *

For the foregoing reasons, Teleflex believes it may properly exclude the Proposal from the 2009 Proxy Materials under Rule 14a-8. Accordingly, Teleflex respectfully requests that the Staff not recommend any enforcement action ifTeleflex omits the Proposal from its 2009 Proxy Materials. If the Staff does not concur with Teleflex's position, we would appreciate an opportunity to confer with the Staff concerning this matter prior to the issuance of a Rule 14a-8 response. In addition, Teleflex agrees to promptly forward to the Proponent any response from the Staff to this no-action request that the Staff transmits by facsimile to Teleflex only.

Ifyou have any questions or need any further information, please call the undersigned at (212) 455-3442.

Very truly yours,

~~ Mario A. Ponce / of SIMPSON THACHER & BARTLElT LLP

Enclosures

cc: Mr. Ed Durkin Mr. Mark Erlich Laurence G. Miller, Esq.

091873-0002-11641-Active.11517883.1

EXHIBIT A

Proponent's faxed letter submitting the Proposal, dated November 24, 2008

350 I'otdbm Road Wllmlllgtl)n.. MA 01887 www.carpmtCl'5NDd.orgCarpenters Benefit Funds Phone: 1178-694-1000 Pu ~78-657·9973

[SENT VIA FACSIMILE 610-948-1'703]

November 24, 2008

Laurence G. Miller Secretary Teleflex Incorporated 155 South limerick Road Limerick, Pennsylvania 19468

Dear Mr. Miller:

On behalf of the New England carpenters Pension Fund ("Fund"), I hereby submit the enclosed shareholder proposal ("Proposal-) for inclusion in the Teleflex Incorporated ("Company·) proxy statement to be circulated to Company shareholders In conjunction with the next annual meeting of shareholders. The Proposal relates to the issue of the vote standard in director elections, and is submitted under Rule 14(a)~8 (Proposals of Security Holders) of the U.S. Securities and Exchange Commission proxy regulations.

The Fund is the beneflcial owner of 1,400 shares of the Company's common stock that have been held continuously for more than a year prior to this date of submission. The Fund intends to hold the shares through the date of the Company's next annual meeting of shareholders. The reoord holder of the stock will provide the appropriate verification of the Fund's beneflclal ownership by separate letter. Either the undersigned or a designated representative will present the Proposal for consideration at the annual meeting of shareholders.

If you would like to discuss the Proposal, please contact Ed DUrkin at edur1dn@carpeoters.org or at (202)546-6206 x221 to set a convenient time to talk. Please forward any correspondence related to the proposal to Mr. Durkin at United Brotherhood of Carpenters, Corporate Affairs Department. 101 Constitution Avenue; tw, Washington D.C. 20001 or via fax to (202) 543-4871.

Mark Erlich Fund Chairman

ce. Edward J. Durkin Enclosure

Director Election Majority Vote Standard Proposal

Resolved: That the shareholders of Teleflex Incorporated (IICompany') hereby request that the Board of Directors initiate the appropriate process to amend the Company's corporate governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders. with a plurality vote standard retained for contested director elections. that is, when the number of director nominees exceeds the number of board seats.

Supporting Statement: In order to provide shareholders a meaningful role In director elections, the Company's director election vote standard should be changed to a majority vote standard. A majority vote standard would require that a nominee receive a majority of the votes. cast in order to be elected. The standard is particularly well-suited for the vast majority of director elections in which only board nominated candidates are on the ballot We believe that a majority vote standard In board elections would establish a challenging vote standard for board nominees and improve the performance of individual directors and entire boards. The Company presently uses a plurality vote standard in all director elections. Under the plurality standard, a board nominee can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are "withheld" from the nominee.

In response to strong shareholder support for a majority vote standard, a strong majority of the nation's leading companies, including Intel, General Electric, Motorola, Hewlett Packar.d, Morgan Stanley, Home Depot, Gannett, Marathon Oil, and Pfizer, have adopted a majority vote standard in company bylaws or articles of incorporation. AddftionallYt these companies have adopted director resignation policies in their bylaws or corporate governance policies to address post-election issues related to the status of director nominees that fail to win election. other companies have responded only partially to the call for change by simply adopting post election director resignation policies that set procedures for addressing the status of director nominees that receive more "withhold" votes than "for" votes. At the time of this proposal submission, our Company and its board had not taken either action.

We believe that a post election director re5ignation policy without a majority vote standard in company governance documents Is an Inadequate reform. The critical first step In establishing a meaningfUl majority vote policy is the adoption of a majority vote standard. With a majority vote standard in place. the board can then take action to develop a post ejection procedure to address the status of directors that fail to win election. A majority vote standard combined with a post election director resignation policy would establish a meaningful right for shareholders to elect directors, and reserve for the board an important post election role in determining the continued status of an unelected director. We urge the Board to take this important step of establishing a majority vote standard in the Company's governance documents.

EXHIBITB

First notice of procedural defect letter sent to the Proponent by Teleflex on December 5, 2008

Teleflex Incorporated 155 South Umerick Road Umericl

bec: M. Ponce D, Logue

EXHIBIT C

Second notice of procedural defect letter sent to Proponent by Teleflex on January 8, 2009

Telelex Incorpolllted 155 Soulh Lineri:k Roodlreleflexe Umerick, A\ 19468 USA

!-aurence G. MiUer Phone: 610-948-1736 ExeaJlive VICe Preside,.., Fax: 610-948-1703 General Counsel and Secretary

www.teiellex.oom

January 8, 2009

SENT VIA FACSIMILE AND CERTIFIED MAll. RETURN RECEIPT.REQUESTED

Edward Durkin United Brotherhood ofCarpenters Corporate Affairs Department 101 Constitution Avenue, NW Washington D.C. 20001 Fax number: (202) 543-4871

Re: Shareholder Proposal

Dear Mr. Durkin:

Reference is made to (i) the letter dated November 24.2008 (the "Proposal"), delivered by Mark Erlich, on behalfofCarpenters Benefits Funds (the "Shareholder Proponenf'), to Mr. Laurence G. Miller, Secretary ofTeleflex Incorporated (the "Company'') regarding a request to .incorporate a proposal to elect the directors of the Company by a m~ority vote ofthe shareholders of the Company in the proxy statement to be circulated by the Company in connection with the next annual shareholders' meeting, and (ii) the letter dated December 5, 2008, delivered by Laurence G. Miller, on behalfofthe Company. to you regarding certain deficiencies in respect of the verification ofeligibility to submit the Proposal (the "Defect Notice").

The Company's records do not list the Shareholder Proponent as a registered holder of shares ofthe Company's common stock to satisfy the eligibility requirements ofRule 14a-8(b) of the SeCurities Exchange Act of 1934. Accordingly, within the l4-day period following the receipt ofthe Proposal, the Company delivered the Defect Notice requesting that documentary support evidence be submitted regarding the Shareholder Proponent's beneficial ownership. Additionally, we note that the Shareholder Proponent indicated in the Proposal that ~lthe reco1-d holder ofthe stock will provide the appropriate verification ofthe Fund's beneficial ownership by separate letter'. To date, however, the Company has received no documentary support evidencing that the Shareholder Proponent satisfies the minimum ownership requirement for the one-year period required by Rille 14a-8(b). As such, the Proposal does not meet the requirements ofRule 14a-8(b).

.'

: ; ,

i·., , ,

, .

2

Edward Durkin United Brotherhood ofCarpenters January 8, 2009 Page Two

Under Rule 14a-8(b), at the time a proposal is submitted the shareholder proponent must prove your eligibility to the Company by submitting:

• either:

• a written statement from the "record" holder of the securities (usually a broker or bank) verifying that, at the time the shareholder proponent submitted the proposal, the shareholder proponent continuously held at least $2,000 in market value, or 1% of the Company's securities entitled to be voted on the proposal at the meeting, for at least one year by the date the shareholder proponent submitted the proposal; or

• a copy of a filed Schedule 13D, Schedule 130, Fonn 3, Fonn 4, Fonn 5, or amendments to those documents or updated forms, reflecting the shareholder proponent's ownership ofShares as ofor before the date on which the one-year eligibility period begins and the shareholderproponent's written statement that it continuously held the required number of shares for the one-year period as ofthe date of the statement.

In order for the Proposal to be properly submitted, we remind you that you must provide us with the proper written evidence that you meet the share ownership and holding requirements ofRule 14a-8(b). To comply with Rule 14a-8(f), you must transmit your response to this notice of a procedural defect within 14 calendar days of receiving this notice. For your infonnation we have attached a copy ofRule 14a-8 regarding stockholder proposals.

Very truly yours,

Teleflex Incorporated

By: N e: Laurence G. Miller TItle: Executive Vice President and General Counsel

cc: Mark Erlich Food Chainnan Carpenters Benefit Funds 350 Fordham Road Wilmington, MA 01887