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                                 EXHIBIT NO. 4

                             TELEFLEX INCORPORATED
                          DEFERRED COMPENSATION PLAN
                          --------------------------

          This is the TELEFLEX INCORPORATED DEFERRED COMPENSATION PLAN, as
amended and restated effective January 1, 1999 (the "Plan"), that Teleflex
Incorporated, a Delaware corporation (the "Corporation"), maintains to provide
its directors with a deferred compensation arrangement and that the Corporation
and its participating affiliates maintain to provide certain of their employees
with such an arrangement.

        1. Effective Date. The Plan was effective January 1, 1995. This
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amendment and restatement is effective January 1, 1999. "Fiscal Year" means each
twelve-consecutive month period beginning on January 1 and ending the following
December 31 during which the Plan is in effect.

        2. Eligibility. Any director of the Corporation, and any employee of the
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Corporation or a participating affiliate who is designated by the Corporation as
a Key (Management) Employee, shall be eligible to participate herein
(hereinafter referred to as a "Participant").

        3. Annual Retainer Deferrals. Prior to the beginning of a Fiscal Year, a
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Participant who is a director entitled to receive an annual retainer from the
Corporation for service on the Corporation's Board of Directors may elect to
defer receipt of any whole percent of his or her retainer payable during that
Fiscal Year.

        4. Salary and Bonus Deferrals. Prior to the beginning of a Fiscal Year,
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a Participant who is an employee may elect to defer receipt of any whole percent
(2% minimum to 50% maximum) of his or her base salary, commissions or other
regularly paid cash compensation payable during that Fiscal Year. In addition,
such a Participant may elect to defer receipt of any whole percentage (10%
minimum to 75% maximum) of his or her annual discretionary bonus which otherwise
would be payable during that Fiscal Year.

        5.  Restricted Stock and Option Deferrals.
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            a. Restricted Stock. Prior to the beginning of a Fiscal Year in
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        which a restricted stock award is scheduled to be made by the
        Corporation's Board of Directors under the Teleflex Incorporated 1990
        Stock Compensation Plan or any stock compensation plan subsequently
        adopted by the Corporation (the "Stock Plan"), a Participant who is
        potentially eligible to receive such an award in such year may elect to
        defer receipt of any whole number of shares (10% minimum to 100%
        maximum) of the award under this Plan. Any rule under the Stock Plan
        relating to risk of forfeiture of shares awarded under the Stock Plan
        shall continue to apply to any portion of an award the receipt of which
        is deferred under this Plan.
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        b. Options. A Participant may elect to defer receipt of shares which
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        would otherwise be received upon the exercise of a nonqualified stock
        option awarded under the Stock Plan in accordance with procedures
        established by the Plan Administrative Committee and with the approval
        of the Compensation Committee of the Corporation's Board of Directors.

        c. Dividends and Stock Splits. Cash dividends paid with respect to
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        shares deferred under this Paragraph 5 and any cash paid in lieu of
        fractional shares shall be deferred in the same manner as salary and
        bonus deferrals under Paragraph 4. Stock dividends and stock splits paid
        with respect to deferred shares shall also be deferred and held and paid
        under the Plan, in the same manner as deferred shares.

        6. Deferred Benefits. Any amounts deferred by a Participant pursuant to
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Paragraph 3 or Paragraph 4, and cash dividends and cash payable in lieu of a
fractional share that are deferred pursuant to Paragraph 5, and any shares
deferred by a Participant pursuant to Paragraph 5, as adjusted for stock
dividends and splits, shall constitute the deferred benefits ("Deferred
Benefits") payable hereunder. Deferred Benefits shall be credited to a notional
account ("Account") established for each Participant by the Committee.

        7.  Investments.
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        A Participant's Account (other than shares deferred under Paragraph 5)
shall be credited with earnings, gains and losses based on the Participant's
investment elections.  The Participant's investment elections shall be made
annually and shall indicate (in 5% increments) how the Participant's Account
(other than shares deferred under Paragraph 5) and future amounts credited to
his or her Account should be deemed invested among the options available under
the Plan.

        The investment options available under the Plan are:

                a. Fixed Income Option. Amounts deemed invested in this option
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        shall be credited with interest during a Fiscal Year at a rate equal to
        1.5% plus the five-year U.S. Treasury Bond yield as published in the
        Wall Street Journal on the last business day of the November preceding
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        the beginning of the Fiscal Year. Such interest shall be credited on a
        quarterly basis in arrears to Participants' Accounts.

                b. Teleflex Common Stock Option. Amounts deemed invested in this
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        option will be valued as if the amounts were invested in shares of
        Teleflex Incorporated common stock, par value $1 per share, and all
        dividends received on such shares were reinvested in shares of such
        stock.

        8. Funding. In order to meet its obligations hereunder, the Corporation
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and any participating affiliate may, but shall not be required to, set aside or
earmark an amount necessary to provide for payment of Participants' Account
balances. In any event, the obligations 


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of the Corporation and any participating affiliate hereunder shall constitute
general, unsecured obligations, payable solely out of their respective general
assets, and no Participant shall have any right to specific assets. This shall
be considered an "unfunded" arrangement for purposes of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").

        9.  Distributions.
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            a. A Participant's Account balance shall be distributed or commence
        to be distributed to a Participant within 30 days after (1) the date the
        Participant dies, becomes disabled or terminates employment for any
        other reason, or (2) the distribution date elected by the Participant
        (an "Alternative Date"). The Alternative Date elected by a Participant
        shall be no earlier than the first day of the fifth calendar year
        following the date of the Participant's election. An Alternative Date
        may be revised by the Participant, provided that (1) such revision
        occurs at least twelve months prior to the original Alternative Date,
        and (2) the new Alternative Date is no earlier than the first day of the
        fifth calendar year following the date of such revision.

            b. A Participant shall elect the manner in which his or her Account
        balance will be distributed when he or she first elects to participate
        in the Plan. Distribution may be made in a lump sum payment or in
        approximately equal annual installments over either a five or ten-year
        period. The form of payment elected may be revised by a Participant,
        provided that such revision occurs at least twelve months prior to the
        date on which payment of his or her Account balance is to commence.

            c. The Corporation may permit a Participant to elect a distribution
        prior to the time specified in subparagraph (a) under the circumstances
        set forth in Treas. Reg. (S) 1.457-2 (h)(4) and (5), as determined by
        the Committee.

            d. The unpaid balance in a Participant's Account at his or her death
        shall be paid to the beneficiary designated by the Participant or, in
        the absence of an effective beneficiary designation, to his or her
        estate.

        10. Administration of the Plan. The Corporation shall appoint a Plan
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Administrative Committee ("Committee"), which shall have full power and
authority to interpret, construe and administer the Plan and the Committee's
interpretation and construction hereof, and actions hereunder, or the amount or
recipient of the payment to be made herefrom, shall be binding and conclusive on
all persons for all purposes. In this connection, the Committee may delegate to
any individual, the duty to act for the Committee hereunder. No director,
officer or employee of the Corporation shall be liable to any person for any
action taken or omitted in connection with the interpretation and administration
of the Plan unless attributable to his or her own willful misconduct or lack of
good faith.

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        11.  Amendments.
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             a. The Corporation, through the Compensation Committee of the
        Corporation's Board of Directors, reserves the right to amend the Plan
        at any time, in any manner whatsoever, after delivery of written
        notification to all Participants then having an amount credited to an
        Account hereunder of its intention and the effective date thereof;
        provided, however, that no amendment shall have the effect of reducing a
        Participant's Account balance before the later of the date of the
        Compensation Committee's action or the effective date of the amendment,
        as determined in accordance with the provisions of the Plan in effect
        immediately before such date.

             b. All amendments to the Plan shall be evidenced by a written
        document executed by an executive officer of the Corporation.

        12. Change of Control. If one of the events listed in Paragraphs 12a to
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12d occurs, the Corporation and each participating affiliate shall contribute to
a grantor trust meeting the requirements of section 671 of the Internal Revenue
Code of 1986, as amended, within 30 days thereafter, an amount equal to the
entire Account balance standing to the credit of each Participant who was a
director of or employed, or formerly employed, by them or any of them.

            a. Any person, entity or group of persons, within the meaning of
        section 13(d) or section 14(d) of the Securities Exchange Act of 1934
        ("Act"), or any comparable successor provisions shall acquire beneficial
        ownership (within the meaning of Rule 13d-3 promulgated under the Act)
        of 20 percent or more of either the outstanding shares of common stock
        or the combined voting power of the Corporation's then outstanding
        voting securities entitled to vote generally.

            b. The approval by the stockholders of the Corporation of a
        reorganization, merger, or consolidation, in each case, with respect to
        which persons who were stockholders of the Corporation immediately prior
        to such reorganization, merger or consolidation do not, immediately
        thereafter, own more than 50 percent of the combined voting power in the
        election of directors of the reorganized, merged or consolidated
        Corporation.

            c. A liquidation or dissolution of the Corporation's then
        outstanding securities, or the liquidation or dissolution of the
        Corporation or of the sale of all or substantially all of the
        Corporation's assets.

            d. A "Distribution Date" occurs under the Rights Agreement dated as
        of January 11, 1999 between the Corporation and American Stock Transfer
        & Trust Company, as Rights Agent.

        13. Termination of the Plan. Continuance of the Plan is completely
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voluntary, and is not assumed as a contractual obligation of the Corporation or
any participating affiliate. The Corporation and each participating affiliate,
having adopted the Plan, shall each have the 


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right, at any time, to discontinue prospectively the Plan as to Participants
employed or formerly employed by each, or, in the case of the Corporation,
serving as a director, after delivery of written notification to the affected
Participants of such an intention and the effective date thereof; provided,
however, that any such termination shall not adversely affect a Participant's
Account balance as of the date of such termination.

        14.  Miscellaneous.
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             a. Title to and beneficial ownership of any assets, whether cash or
        investments, that the Corporation or the participating affiliates may
        set aside or earmark to meet their respective deferred obligations
        hereunder, shall at all times remain in the Corporation or affiliate and
        no Participant or beneficiary shall under any circumstances acquire any
        property interest in any specific assets of the Corporation or
        affiliate; provided, however, that legal title to any assets set aside
        in trust shall be in the trustee of the trust. Nothing contained in the
        Plan and no action taken pursuant to the provisions of the Plan shall
        create or be construed to create a fiduciary relationship between the
        Corporation or affiliate and any Participant or any other person. Any
        funds that may be invested under the provisions of the Plan shall
        continue for all purposes to be a part of the general funds of the
        Corporation or an affiliate and no person other than the Corporation or
        affiliate shall by virtue of the provisions of the Plan have any
        interest in such funds. To the extent that any person acquires a right
        to receive payments from the Corporation or an affiliate under the Plan,
        such right shall be no greater than the right of any unsecured general
        creditor of the Corporation or affiliate.

            b. The right of the Participant or any other person to the payment
        of deferred compensation or other benefits hereunder shall not be
        assigned, transferred, pledged or encumbered except by will or by the
        laws of descent and distribution.

            c. If the Committee shall find that any person to whom any payment
        is payable under the Plan is unable to care for his or her affairs
        because of illness or accident, or is a minor, any payment due (unless a
        prior claim therefor shall have been made by a duly appointed guardian,
        committee or other legal representative) may be paid to the spouse, a
        child, a parent, or a brother or sister, or to any person deemed by the
        Committee to have incurred expense for such person otherwise entitled to
        payment, in such manner and proportions as the Committee may determine.
        Any such payment shall be a complete discharge of the liabilities of the
        Corporation and its affiliates under the Plan.

            d. Nothing contained herein shall be construed as conferring upon a
        Participant the right to continue in the employ of the Corporation or an
        affiliate in any capacity.


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            e. The Plan shall be binding upon and inure to the benefit of the
        Corporation and participating affiliates, and their successors and
        assigns, and the Participants and their heirs, executors, administrators
        and legal representatives.

        15. The Plan shall be construed in accordance with, and governed by, the
law of the State of Delaware except to the extent that such law is superseded by
ERISA.


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          IN WITNESS WHEREOF, the Corporation has caused this amendment and
restatement of the Plan to be executed and attested by its duly authorized
officers and has caused its seal to be affixed as of the date first above
written.

(CORPORATE SEAL)               TELEFLEX INCORPORATED

Attest:

/s/ Herbert K. Zearfoss        By:  /s/ Stephen J. Gambone
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Secretary

                               Date:  March 24, 1999
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