<SUBMISSION>
<ACCESSION-NUMBER>0001299933-05-002061
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20050426
<ITEMS>1.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20050429
<DATE-OF-FILING-DATE-CHANGE>20050429
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMETEK INC/
<CIK>0001037868
<ASSIGNED-SIC>3621
<IRS-NUMBER>141682544
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12981
<FILM-NUMBER>05784514
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>STATION SQ
<CITY>PAOLI
<STATE>PA
<ZIP>19301
<PHONE>6106472121
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>STATION SQUARE
<CITY>PAOLI
<STATE>PA
<ZIP>19301
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AMETEK AEROSPACE PRODUCTS INC
<DATE-CHANGED>19970415
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_4470.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
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<TITLE> AMETEK, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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<BR>
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	April 26, 2005
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	AMETEK, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	1-12981
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	14-1682544
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	37 North Valley Road, Paoli, Pennsylvania
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	&nbsp;
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	19301
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	610-647-2121
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<B>
	Item 1.01. Entry into a Material Definitive Agreement.
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On March 4, 2005, the Compensation Committee of the Board of Directors adopted an amendment to the 2002 Stock Incentive Plan of AMETEK, Inc. (the "2002 Plan") to (1) increase the maximum number of shares that may be awarded as restricted shares, stock appreciation rights, phantom stock awards and phantom stock units from 400,000 to 1,200,000 shares and (2) increase the maximum number of shares of the Plan that may be awarded to any single individual during the duration of the Plan from 600,000 to 1,400,000.  This amendment does not increase the maximum number of shares available for awards under the 2002 Plan.  The Board of Directors ratified the amendment on March 4, 2005, subject to stockholder approval at the Annual Meeting of Stockholders.  At the Annual Meeting of Stockholders held on April 26, 2005, the proposed amendment to the Plan was approved by the stockholders and became effective on that date. Currently, a maximum of 4,000,000 shares may be granted under the 2002 Plan.  As of March 31, 2005, 1,729,180 shares had been granted and 2,270,820 shares remained available for grant.  A copy of the 2002 Stock Incentive Plan of AMETEK, Inc., as amended, is attached to this report as Exhibit 10.1 <br><br>On April 27, 2005, the Compensation Committee of the Board of Directors granted 350,000 shares of restricted stock to Frank S. Hermance, Chairman and Chief Executive Officer of the Company under the 2002 Plan, as amended.  These shares will vest on the earliest to occur of (a) April 26, 2011, provided Mr. Hermance has been in the continuous employ of AMETEK through that date, (b) the death or disability of Mr. Hermance, (c) the termination of Mr. Hermance's employment by the Company without cause, (d) a "Change in Control" (as defined), or (e) the closing price of AMETEK's common stock on any five consecutive trading days equaling or exceeding $75.16 per share.  A copy of the Restricted Stock Agreement with Mr. Hermance is attached hereto as Exhibit 10.2. <br><br><br>
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<B>
	Item 8.01. Other Events.
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The Company has decided that it will not begin expensing stock options as of July 1, 2005, the date that would have been required for the Company by Financial Accounting Standards Board (FASB) Statement No. 123(R), "Share-Based Payment".  Instead, AMETEK will take advantage of the Securities and Exchange Commission&#x2019;s April 14, 2005 guidelines, which amended the FASB compliance date for expensing employee stock options to January 1, 2006 for the Company.  During AMETEK&#x2019;s first quarter 2005 earnings teleconference/webcast on April 20, 2005, Frank S. Hermance, AMETEK&#x2019;s Chairman and Chief Executive Officer, stated that at that time the Company was still considering if it would expense stock options as of July 1, 2005, although not required to do so until January 1, 2006.  The 2005 expense for adopting Statement No. 123(R) as of July 1, 2005 was reflected in AMETEK's full-year 2005 earnings guidance, which it gave in its first quarter 2005 earnings announcement on April 20, 2005.<br><br>For 2005, the effect on net income of recognizing the nondeductible expense associated with the Restricted Stock Agreement discussed in Item 1.01 above is approximately equal to the after tax expense saving from the delay in expensing stock options until January 1, 2006, previously noted.
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<B>
	Item 9.01. Financial Statements and Exhibits.
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(c)  Exhibits<br>     <br>     Exhibit 10.1:  2002 Stock Incentive Plan of AMETEK, Inc, as amended    <br>      <br>     Exhibit 10.2:  2002 Stock Incentive Plan Restricted Stock Agreement dated April 27, 2005
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<FONT SIZE="2">Top of the Form</FONT>
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<B>
	SIGNATURES
</B>
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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<FONT SIZE="2">
	AMETEK, Inc.
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	&nbsp;&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	April 29, 2005
</I>
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	&nbsp;
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<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
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</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Robert R. Mandos, Jr.
</I>
<BR>
</FONT>
</TD>
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<HR SIZE="1" NOSHADE>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	Name: Robert R. Mandos, Jr.
</I>
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<I>
	Title: Senior Vice President & Comptroller
</I>
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	10.1
</DIV>
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<FONT SIZE="2">
	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
2002 Stock Incentive Plan of AMETEK, Inc., as amended
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	10.2
</DIV>
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<FONT SIZE="2">
	&nbsp;
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2002 Stock Incentive Plan Restricted Stock Agreement dated April 27, 2005
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<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
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<TITLE> EX-10.1 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>2002 STOCK INCENTIVE PLAN<BR>
OF AMETEK, INC.<BR>
(as amended to date as of March&nbsp;4, 2005)</B></FONT>



<P align="left" style="font-size: 12pt">1.&nbsp;<U>Purpose</U>. The purpose of this Stock Incentive Plan is to advance the interests of the
Corporation by encouraging and enabling the acquisition of a larger personal proprietary interest
in the Corporation by key employees and Directors of the Corporation and its Affiliates upon whose
judgment and keen interest the Corporation is largely dependent for the successful conduct of its
operations, and by providing such key employees and Directors with incentives to maximize the
success of the Corporation. It is anticipated that the acquisition of such proprietary interest in
the Corporation and such incentives will strengthen the desire of such key employees and Directors
to remain with the Corporation as well as that such incentives and the opportunity to acquire such
a proprietary interest will enable the Corporation and its Affiliates to attract desirable
personnel and Directors.


<P align="left" style="font-size: 12pt">2.&nbsp;<U>Definitions</U>. When used in this Plan, unless the context otherwise requires:



<P align="left" style="margin-left:7%; font-size: 12pt">(a) &#147;Act&#148; shall mean the Securities Exchange Act of 1934, as amended.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Affiliate&#148; shall mean a person or entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the Corporation. For this purpose, 50% general
voting power of an incorporated entity, or 50% profits interest of an
unincorporated entity, as the case may be, shall constitute control.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Board of Directors&#148; shall mean the Board of Directors of the
Corporation as constituted at any time.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Chairman of the Board&#148; shall mean the person who at the time
shall be Chairman of the Board of Directors of the Corporation.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:7%; font-size: 12pt">(e) &#147;Code&#148; shall mean the Internal Revenue Code of 1986, as amended.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Committee&#148; shall mean the Compensation Committee of the Board of
Directors and hereinafter described in Section&nbsp;4.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:7%; font-size: 12pt">(g) &#147;Corporation&#148; shall mean AMETEK, Inc.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(h)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Fair Market Value&#148; shall mean the average of the high and low
sales prices on the stock exchange or market on which the Shares are primarily
traded on the date as of which such value is being determined or, if there shall
be no sale on that date, then on the last previous day on which a sale was
reported.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Incentive Award&#148; shall mean an Option, Phantom Stock Award,
Restricted Stock Award, or Rights granted pursuant to the Plan.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(j)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Incentive Stock Option&#148; shall mean an option as defined under
Section&nbsp;422 of the Code and regulations promulgated thereunder.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(k)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Mature Shares&#148; shall mean shares that a holder has beneficially
owned for at least six months.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(l)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Non-Employee Director&#148; shall mean a Director of the Corporation
and/or its Affiliates who is not also an employee of the Corporation and/or its
Affiliates.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(m)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Non-Qualified Stock Option&#148; shall mean an Option other than an
Incentive Stock Option.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(n)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Options&#148; shall mean the stock options granted pursuant to the
Plan, including Non-Qualified Stock Options and Incentive Stock Options, which
shall entitle the holder thereof to purchase Shares from the Corporation for
such price and at such times as the Committee shall determine at the time the
Options are granted, subject to the terms and conditions of the Plan.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(o)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Phantom Stock Award&#148; shall mean an Award granted in accordance
with the provisions of Section&nbsp;11 hereof, which shall entitle the holder thereof
to receive from the Corporation cash or Shares, or a combination of cash and
Shares, based upon the Fair Market Value of Shares at the time of the expiration
of the vesting period under such Award, subject to the terms and conditions of
the Plan.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(p)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Phantom Stock Units&#148; shall mean the units of Phantom stock
credited to the holder of a Phantom Stock Award, each of which units shall be a
fictitious share of common stock which is the equivalent of one Share.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:7%; font-size: 12pt">(q) &#147;Plan&#148; shall mean the 2002 Stock Incentive Plan of AMETEK, Inc.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(r)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Restricted Shares&#148; shall mean the Shares issued as a result of a
Restricted Stock Award.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(s)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Restricted Stock Award&#148; shall mean a grant of Shares or of the
right to purchase Shares pursuant to Section&nbsp;10 hereof. Such Shares, when and
if issued, shall be subject to such transfer restrictions and risk of forfeiture
as the Committee shall determine at the time the Award is granted, or as
specified in subsection (a)(iv) of Section&nbsp;10 hereof, until such specific
conditions are met. Such conditions may be based on continuing employment (or
services) or achievement of pre-established performance objectives, or both.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(t)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Rights&#148; shall mean stock appreciation rights granted pursuant to
the Plan, which shall entitle the holder thereof to receive from the Corporation
cash or Shares or a combination of cash and Shares based upon the excess of the
Fair Market Value of Shares at the time of exercise over the purchase price of
the Shares subject to the related Option, or the Fair Market Value of Shares on
the date the Rights were granted, as the case may be, subject to the terms and
conditions of the Plan.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:7%; font-size: 12pt">(u) &#147;Share&#148; shall mean a share of common stock of the Corporation.


<P align="left" style="font-size: 12pt">3.&nbsp;<U>Shares Subject to the Plan</U>. Subject to the provisions of Section&nbsp;16 hereof, the
aggregate number of Shares that may be subject to Options, Phantom Stock Awards (other than any
Phantom Stock Awards which are payable only in cash), Restricted Stock Awards and Rights shall not
exceed 4,000,000, which Shares may be either Treasury Shares or authorized but unissued Shares. A
maximum of 1,400,000 Shares may be awarded to any single individual during the duration of the
Plan. A maximum of 30% of the aggregate number of Shares, or 1,200,000 Shares, may be awarded as
Restricted Shares, Rights, Phantom Stock Awards and Phantom Stock Units. A maximum of 10% of the
aggregate number of Shares, or 400,000 Shares, may be awarded to Non-Employee Directors during the
duration of the Plan. In the event the Corporation adopts a stock purchase plan for the benefit of
its employees, the shares of common stock awarded under that plan shall further reduce the
aggregate number of Shares available under this Plan. If the Shares that would be issued or
transferred pursuant to any such Incentive Award are not issued or transferred and cease to be
issuable or transferable for any reason (including the extent to which payment pursuant to a
Phantom Stock Award is made in cash), or if Restricted Shares issued pursuant to a Restricted Stock
Award are forfeited, the number of Shares subject to such Incentive Award will no longer be charged
against the limitation provided for herein (even if the holders had voting or dividend rights with
regard to the Shares) and may again be made subject to Incentive Awards; provided, however, that
Shares as to which an Option has been surrendered in connection with the exercise of a related
Right shall not again be available for the grant of any further Incentive Awards. Notwithstanding
the preceding, with respect to any Option or Right granted to any person who is a &#147;covered
employee&#148; as defined in Section 162(m) of the Code that is canceled (other than with respect to the
exercise of a related Right or Option) or as to which the exercise price or base value is reduced,
the number of shares subject to such Option or Right shall continue to be counted, in accordance
with said Section 162(m) and regulations promulgated thereunder, against the maximum number of
Shares which may be the subject of Incentive Awards granted to such person.


<P align="left" style="font-size: 12pt">4.&nbsp;<U>Committee</U>. The Plan shall be administered by a Committee which shall consist of at
least two Directors, all of whom shall be &#147;outside directors&#148; as defined under Section 162(m) of
the Code and related Treasury regulations and all of whom shall be &#147;Non-Employee Directors&#148; as
defined under Rule&nbsp;16b-3 under the Act. The members of the Committee shall be selected by the Board
of Directors. If a member of the Committee, for any reason, shall cease to serve, the vacancy may
be filled by the Board of Directors. Any member of the Committee may be removed at any time, with
or without cause, by the Board of Directors. The Chairman of the Committee shall be designated by
the Board of Directors, and meetings of the Committee may be called at any time by its Chairman or
upon written request of a majority of the members of the Committee, provided that meetings may be
held at any time without notice if all the members are present or if at any time before or after
the meeting those not present waive notice of the meeting in writing. Subject to the preceding
provision, at least one day&#146;s notice of the meeting shall be given in person or by telephone,
letter, fax, telegram or cablegram. At all meetings of the Committee, a majority of the members of
the Committee at the time of such meeting shall be necessary to constitute a quorum. Any act of a
majority of the quorum present at a meeting shall be the act of the Committee.


<P align="left" style="font-size: 12pt">5.&nbsp;<U>Participants</U>. All key employees of the Corporation and its Affiliates shall be
eligible to receive Incentive Awards under the Plan. The persons to whom Incentive Awards are to
be offered under the Plan and the number of Shares with respect to which Incentive Awards are to be
granted to each such person shall be determined by the Committee in its sole discretion subject,
however, to the terms and conditions of the Plan. The Committee in its sole discretion may grant
to any Non-Employee Director a Non-Qualified Stock Option to purchase a number of Shares determined
by the Committee. Subject to Section&nbsp;13 hereof, optioned Shares which may have been but were not
purchased during any one twelve (12)-month period may be purchased during any one or more
succeeding twelve (12)-month periods until expiration. Payment for the stock purchased pursuant to
the exercise of the Option shall be made in full at the time of the exercise of the Option by cash,
by check payable to the order of the Corporation, or by the delivery to the Corporation of Mature
Shares of Common Stock of the Corporation which shall be valued at their Fair Market Value on the
date of exercise of the Option, or by such other method as the Committee established under the Plan
may permit from time to time, including payment through a broker in accordance with procedures
permitted by Regulation&nbsp;T of the Federal Reserve Board.


<P align="left" style="font-size: 12pt">6.&nbsp;<U>Grant of Options</U>. The number of Options to be granted to any eligible person shall be
determined by the Committee in its sole discretion. At the time an Option is granted, the
Committee may, in its sole discretion, designate whether such Option (a)&nbsp;is to be considered as an
Incentive Stock Option, or (b)&nbsp;is to be treated as a Non-Qualified Stock Option for purposes of
this Plan and the Code, or (c)&nbsp;is in part to be considered as an Incentive Stock Option and in part
to be treated as a Non-Qualified Stock Option for purposes of this Plan and the Code; provided,
however, that no Incentive Stock Option may be granted after March&nbsp;12, 2012.


<P align="left" style="font-size: 12pt">Notwithstanding any other provision of this Plan to the contrary, to the extent that the aggregate
Fair Market Value (determined as of the date an Option is granted) of the Shares with respect to
which Options which are designated as Incentive Stock Options (and any other incentive stock
options granted to an employee after 1986 under any other incentive stock option plan maintained by
the Corporation or any Affiliate that meets the requirements of Section&nbsp;422 of the Code) first
become exercisable in any calendar year exceeds $100,000, such Options shall be treated as
Non-Qualified Stock Options. This paragraph shall be applied by taking options into account in the
order in which they are granted.


<P align="left" style="font-size: 12pt">Nothing herein contained shall be construed to prohibit the granting of Options at different times
to the same person.


<P align="left" style="font-size: 12pt">The form of Option shall be as determined from time to time by the Committee. A certificate of
Option signed by the Chairman of the Board or the President or a Vice President, attested by the
Treasurer or an Assistant Treasurer, or Corporate Secretary or an Assistant Secretary of the
Corporation having the seal of the Corporation affixed thereto, shall be delivered to each person
to whom an Option is granted.


<P align="left" style="font-size: 12pt">7.&nbsp;<U>Grant of Rights</U>. The Committee shall have the authority in its discretion to grant to
any eligible person Rights which may be granted separately or in connection with an Option (either
at the time of grant or at any time during the term of the Option; provided, however, that in the
case of an Incentive Stock Option, Rights may be granted only at the time the Incentive Stock
Option is granted). Rights granted in connection with an Option, shall be granted with respect to
the same number of Shares then covered by the Option, subject to adjustment pursuant to the
provisions of Section&nbsp;16 hereof, and may be exercised as determined by the Committee in its
discretion at the time of the grant of the Rights, either in conjunction with, or as an alternative
to, the exercise of the related Option.


<P align="left" style="font-size: 12pt">Conjunctive Rights granted in connection with an Option shall entitle the holder thereof to receive
payment from the Corporation, determined as hereinafter provided, only if and to the extent that
the related Option is exercisable and is exercised. Upon any exercise of an Option in respect of
which conjunctive Rights shall have been granted, the holder of the Rights shall be entitled to
receive payment of an amount equal to the product obtained by multiplying (i)&nbsp;the excess of the
Fair Market Value of one Share on the date of such exercise over the purchase price per Share
payable upon exercise of the related Option (the &#147;Price Spread&#148;), or a portion of the Price Spread
determined by the Committee at the time of grant, by (ii)&nbsp;the number of Shares in respect of which
the related Option shall have then been so exercised; provided, however, that the amount of the
payment which a holder of such Rights shall be entitled to receive upon any exercise of the Rights
shall in no event exceed two times the aggregate purchase price payable by such holder for the
Shares in respect of which the related Option shall have then been so exercised.


<P align="left" style="font-size: 12pt">Alternative Rights granted in connection with an Option shall entitle the holder thereof to receive
payment from the Corporation, determined as hereinafter provided, only if and to the extent that
the related Option is exercisable, by surrendering the Option with respect to the number of Shares
as to which such Rights are then exercised. Such Option, to the extent surrendered, shall be
deemed exercised. Upon any exercise of alternative Rights, the holder thereof shall be entitled to
receive payment of an amount equal to the product obtained by multiplying (i)&nbsp;the Price Spread, or
a portion of the Price Spread determined by the Committee at the time of grant, by (ii)&nbsp;the number
of Shares in respect of which the Rights shall have then been so exercised. Alternative Rights
granted in connection with an Incentive Stock Option shall not be exercisable unless the Price
Spread exceeds zero. Rights granted without relationship to an Option shall be exercisable as
determined by the Committee, but in no event after seven (7)&nbsp;years from the date of grant. Such
Rights shall entitle the holder, upon the exercise thereof, to receive payment from the Corporation
of an amount equal to the product obtained by multiplying (i)&nbsp;the excess of the Fair Market Value
of one Share on the date of such exercise over the Fair Market Value of one Share on the date the
Rights were granted (the &#147;Value Spread&#148;), or a portion of the Value Spread determined by the
Committee at the time of grant, by (ii)&nbsp;the number of Shares in respect of which the Rights shall
have then been so exercised.


<P align="left" style="font-size: 12pt">Notwithstanding anything contained herein, the Committee may, in its sole discretion, limit the
amount payable upon the exercise of Rights. Any such limitation shall be determined as of the date
of grant and noted on the certificate evidencing the grant of the Rights.


<P align="left" style="font-size: 12pt">Payment of the amount determined hereunder upon the exercise of conjunctive Rights or Rights
granted without relationship to an Option shall be made solely in cash. At the holder&#146;s election,
payment of the amount determined hereunder upon the exercise of alternative Rights granted in
connection with an Option may be made solely in cash, or solely in Shares valued at their Fair
Market Value on the date of exercise of the Rights, or in a combination of cash and Shares.
Notwithstanding any other provision of the Plan or of any Option or Rights, upon the exercise of
such alternative Rights, the Committee shall have the power at its discretion to disapprove the
holder&#146;s election as to the form (i.e., cash or Shares, or part in cash and part in Shares) in
which payment of the Rights will be made and to substitute therefor payment as it determines. If
the Committee does not disapprove an election made upon the exercise of Rights within 60&nbsp;days after
such exercise or election then the Committee shall be deemed to have approved such election. No
fractional Shares shall be issued by the Corporation, and settlement therefor shall be made in
cash.


<P align="left" style="font-size: 12pt">The form of Rights shall be as determined from time to time by the Committee. A Certificate of
Rights signed by the Chairman of the Board or the President or a Vice President, attested by the
Treasurer or an Assistant Treasurer, or Corporate Secretary or an Assistant Secretary of the
Corporation and having the seal of the Corporation affixed thereto, shall be delivered to each
person to whom Rights are granted.


<P align="left" style="font-size: 12pt">8.&nbsp;<U>Duration of Option and Related Rights</U>. The duration of any Option granted under the
Plan shall be fixed by the Committee in its sole discretion; provided, however, that no Option
shall remain in effect for a period of more than seven (7)&nbsp;years from the date on which it is
granted; and provided further that an Incentive Stock Option that is granted to an employee of the
Corporation or an Affiliate who, at the time of grant, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation or any Affiliate, may not
have a term that exceeds five years from the date of grant. The duration of any Rights granted in
connection with any Option granted under the Plan shall be coterminous with the duration of the
related Option.


<P align="left" style="font-size: 12pt">9.&nbsp;<U>Exercise of Options and Rights</U>. Except as otherwise provided hereunder, an Option and
Rights, after the grant thereof, shall be exercisable by the holder at such rate and times as may
be fixed by the Committee, in its sole discretion, at the time the Option and Rights are granted.
Notwithstanding the foregoing, all or any part of any remaining unexercised Options or Rights
granted to any person may be exercised (a)&nbsp;subject to the provisions of Section&nbsp;13 hereof, upon the
holder&#146;s retirement at or after age 65, provided the holder has completed at least two full years
of employment with the Corporation or any Affiliate, (b)&nbsp;subject to the provisions of Section&nbsp;13
hereof, upon the death of the holder, (c)&nbsp;upon the holder&#146;s termination of employment in connection
with a Change in Control, or (d)&nbsp;upon the occurrence of such special circumstance or event as in
the opinion of the Committee merits special consideration.


<P align="left" style="font-size: 12pt">As used in the Plan, a &#147;Change in Control&#148; shall be deemed to have occurred if



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;Any person (except the Corporation, any subsidiary of the Corporation, any
employee benefit plan of the Corporation or of any subsidiary of the Corporation, or any
person or entity organized, appointed or established by the Corporation for or pursuant to
the terms of any such employee benefit plan), together with all affiliates and associates
of such person, becomes the beneficial owner, directly or indirectly, in the aggregate of
20% or more of the value of the outstanding equity or combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in the
election of directors; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;The shareholders of the Corporation approve a merger or consolidation the result
of which is that the shareholders of the Corporation do not own or control at least 50% or
more of the value of the outstanding equity or combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in the election
of directors, or there occurs a sale or other disposition of all or substantially all of
the Corporation&#146;s assets or a plan of liquidation is approved; provided, however, that an
internal reorganization shall not constitute a &#147;Change in Control&#148; if the shareholders of
the Corporation own or control, directly or indirectly, at least 50% of the value of the
outstanding equity or combined voting power of the then outstanding voting securities of
the new company entitled to vote generally in the election of directors of that company.


<P align="left" style="font-size: 12pt">An Option shall be exercised by the delivery of a duly signed notice in writing to such effect,
together with the Option certificate and the full purchase price of the Shares purchased pursuant
to the exercise of the Option to the Corporate Secretary or an officer of the Corporation appointed
by the Chairman of the Board for the purpose of receiving the sum. Payment of the full purchase
price shall be made as follows: in cash or by check payable to the order of the Corporation, or by
delivery to the Corporation of Mature Shares which shall be valued at their Fair Market Value on
the date of exercise of the Option or by such other methods as the Committee may permit from time
to time, including payment through a broker in accordance with procedures permitted by Regulation&nbsp;T
of the Federal Reserve Board. Any Rights exercised in conjunction therewith shall be exercised by
the inclusion in such notice of a notice of exercise of Rights, together with the Rights
certificate.


<P align="left" style="font-size: 12pt">Within a reasonable time after the exercise of an Option, the Corporation shall cause to be issued
and delivered, to the person entitled thereto, a certificate for the Shares purchased pursuant to
the exercise of the Option, and, if Rights have been exercised in conjunction therewith, the amount
of cash determined in accordance with Section&nbsp;7 hereof. If the Option and any conjunctive Rights
shall have been exercised with respect to less than all of the Shares subject to the Option and
Rights, the Corporation shall also cause to be delivered to the person entitled thereto an Option
certificate and a Rights certificate with respect to the number of Shares equal to the difference
between the number of Shares of the Option certificate and Rights certificate surrendered at the
time of the exercise of the Option and Rights and the number of Shares with respect to which the
Option and Rights were so exercised, or the original Option certificate and Rights certificate
shall be endorsed to give effect to the partial exercise thereof. If any Option is treated in part
as an Incentive Stock Option and in part as a Non-Qualified Stock Option, the Corporation shall
designate the Shares that are treated as purchased pursuant to the exercise of an Incentive Stock
Option by causing to be delivered a separate certificate therefor.


<P align="left" style="font-size: 12pt">Rights that are exercisable as an alternative to the exercise of a related Option, or without any
relationship to an Option, shall be exercised by the delivery of a duly signed notice in writing to
such effect, together with the Rights certificate, and, in the case of alternative Rights, a
specification of the percentages of the Rights which the holder desires to receive in cash and in
Shares. Holders of alternative Rights shall also surrender the related Option certificate. Within
a reasonable time thereafter, the Corporation shall cause to be delivered and/or issued to the
person entitled thereto, the amount of cash and/or a certificate for the number of Shares
determined in accordance with Section&nbsp;7 hereof. Upon the exercise of alternative Rights, the
number of Shares subject to exercise under the related Option or portion thereof shall be reduced
by the number of Shares represented by the Option or portion thereof surrendered. Shares subject
to Options or portions thereof surrendered upon the exercise of alternative Rights shall not be
available for subsequent Incentive Awards under the Plan. If the Rights shall have been exercised
with respect to less than all of the Shares subject thereto (or to the related Option, if any), the
Corporation shall also cause to be delivered to the person entitled thereto a Rights certificate
(and an Option certificate, in the case of alternative Rights) with respect to the difference
between the number of Shares of the Rights certificate (and related Option certificate, if any)
surrendered at the time of the exercise of the Rights and the number of Shares with respect to
which the Rights were so exercised (and the related Option, if any, was so surrendered), or the
original Rights certificate (and related Option certificate, if any) shall be endorsed to give
effect to the partial exercise (and surrender) thereof.


<P align="left" style="font-size: 12pt">Notwithstanding any other provision of the Plan or of any Option or Rights, no Option or Rights
granted pursuant to the Plan may be exercised at any time when the Option or Rights or the granting
or exercise thereof violates any law or governmental order or regulation.


<P align="left" style="font-size: 12pt">10.&nbsp;<U>Terms and Conditions of Restricted Stock Awards</U>.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All Restricted Shares granted to or purchased by an eligible
person pursuant to the Plan shall be subject to the following conditions:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="13%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Restricted Shares may not be sold, transferred,
or otherwise alienated or hypothecated until the restrictions are removed
or expire;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="13%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>each certificate representing Restricted Shares
issued pursuant to a Restricted Stock Award under this Plan shall bear a
legend making appropriate reference to the restrictions imposed;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="13%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>no Restricted Shares shall have a vesting period of
less than 3&nbsp;years except upon the occurrence of such special circumstance
or event as, in the opinion of the Committee, merits special
consideration; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="13%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Committee may impose such other conditions as it
may deem advisable on any Restricted Shares granted to or purchased by an
eligible person pursuant to a Restricted Stock Award under this Plan,
including, without limitation, restrictions under the requirements of any
stock exchange upon which such Shares or shares of the same class are then
listed, and under any securities law applicable to such Shares.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The restrictions imposed under subsection (a)&nbsp;hereof upon
Restricted Stock Awards shall lapse in accordance with a schedule or other
conditions as determined by the Committee, subject to the provisions of Section
13 hereof.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Prior to the expiration or lapse of all of the restrictions and
conditions imposed upon Restricted Shares, a stock certificate or certificates
representing such Restricted Shares shall be registered in the holder&#146;s name but
shall be retained by the Corporation for the holder&#146;s account. The holder shall
have the right to vote such Restricted Shares and shall have all other rights
and privileges of a beneficial and record owner with respect thereto, including,
without limitation, the right to receive dividends, distributions and
adjustments with respect thereto; provided, however, that such dividends,
distributions and adjustments may be retained by the Corporation for the
holder&#146;s account and for delivery to the holder, together with the stock
certificate or certificates representing such Restricted Shares, as and when
said restrictions and conditions shall have expired or lapsed.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">11.&nbsp;<U>Terms and Conditions of Phantom Stock Awards</U>. The Committee shall have the authority
in its discretion to grant to any eligible person Phantom Stock Awards which shall be subject to
the following conditions:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Phantom Stock Units credited to the holder of a Phantom Stock
Award shall be subject to a vesting period which shall mean a period commencing
on the date the Award is granted and ending in accordance with a schedule or
other conditions as determined by the Committee, subject to the provisions of
Section&nbsp;13 hereof. The Committee may provide for the expiration of the vesting
period in installments where deemed appropriate.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A Phantom Stock Award shall entitle the holder, upon the
expiration of the vesting period, to receive payment from the Corporation of an
amount equal to the product obtained by multiplying (i)&nbsp;the Fair Market Value of
one Share on the date of such expiration by (ii)&nbsp;the number of Phantom Stock
Units in respect of which the vesting period shall have then expired. The
payment of such amount may be made solely in cash, or solely in Shares valued at
their Fair Market Value on the date of expiration of the vesting period, or in a
combination of cash and Shares, subject to such terms and conditions as are
determined by the Committee; provided, however, that no fractional Shares shall
be issued by the Corporation, and settlement therefor shall be made in cash.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Committee may impose such other conditions as it may deem
advisable on any Shares which may be issued pursuant to a Phantom Stock Award
under this Plan, including, without limitation, restrictions under the
requirements of any stock exchange upon which such Shares or shares of the same
class are then listed, and under any securities law applicable to such Shares.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Prior to the expiration of the vesting period under a Phantom
Stock Award, amounts equal to the dividends payable with respect to the same
number of Shares as the number of Phantom Stock Units as to which the vesting
period has not expired shall be credited to the holder&#146;s account under such
Award; provided, however, that such dividend-equivalent amounts may be retained
by the Corporation for the holder&#146;s account and for delivery to the holder only
as and when said vesting period shall have expired.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">12.&nbsp;<U>Purchase Price</U>. The purchase price per Share for Restricted Shares to be purchased
pursuant to Restricted Stock Awards, or for the Shares to be purchased pursuant to the exercise of
an Option, shall be fixed by the Committee at the time of the grant of the Restricted Stock Award
or Option; provided, however, that the purchase price per Share for the Shares to be purchased
pursuant to the exercise of an Incentive Stock Option or Non-Qualified Stock Option shall not be
less than 100% of the Fair Market Value of a Share on the date such Incentive Stock Option or
Non-Qualified Stock Option is granted; and, provided further, that an Incentive Stock Option that
is granted to an employee of the Corporation or an Affiliate who, at the time of grant, owns stock
possessing more than 10% of the total combined voting power of all classes of stock of the
Corporation or any Affiliate, must have a purchase price per Share equal to 110% of the Fair Market
Value of a Share on the date of grant.


<P align="left" style="font-size: 12pt">13.&nbsp;<U>Termination of Employment</U>. If a holder of an Option and/or Rights shall voluntarily
or involuntarily leave the employ or service of the Corporation and its Affiliates (including
retirement), the Option and Rights of such holder shall terminate forthwith, except that the holder
shall have until the expiration of 3&nbsp;months from the cessation of the holder&#146;s employment or
service with the Corporation and its Affiliates (without regard to any period of severance) to
exercise any unexercised Option and/or Rights the holder could have exercised on the day on which
he left the employ or service of the Corporation and Affiliates, including those Options and/or
Rights that become exercisable upon cessation of employment pursuant to the provisions of the first
paragraph of Section&nbsp;9 hereof.


<P align="left" style="font-size: 12pt">If the cessation of employment or service is due to death, the representatives of the estate of the
holder shall have the privilege of exercising the unexercised Options and/or Rights which the
deceased could have exercised at the time of his death, including those Options and/or Rights that
become exercisable pursuant to the provisions of the first paragraph of Section&nbsp;9 hereof, provided
that such exercise must be accomplished prior to the expiration of such Options and Rights and
within six months after the death of the holder.


<P align="left" style="font-size: 12pt">The Committee may, in its sole discretion, provide with respect to an Option or Rights granted to
any individual (and either at the time of grant of such Option or Rights or by an amendment
thereafter to any such outstanding Option or Rights), that the post-termination or post-death
exercise period shall be for a period of time specified by the Committee which is longer than the
period which would otherwise apply pursuant to this Section&nbsp;13, but in no event beyond the
expiration of the stated term of such Option or Rights.


<P align="left" style="font-size: 12pt">If the employment or service of any holder with the Corporation or an Affiliate shall be terminated
because of the holder&#146;s violation of the duties of such employment or service with the Corporation
or its Affiliates, as he may from time to time have, the existence of which violation shall be
determined by the Committee in its sole discretion and which determination by the Committee shall
be conclusive, all unexercised Options and Rights of such holder shall terminate immediately upon
the termination of the holder&#146;s employment or service with the Corporation or an Affiliate, and a
holder whose employment or service with the Corporation or an Affiliate is so terminated shall have
no right after such termination to exercise any unexercised Option or Rights he might have
exercised prior to the termination of his employment or service with the Corporation or an
Affiliate.


<P align="left" style="font-size: 12pt">Except as hereinafter provided, if a holder of a Restricted Stock Award shall voluntarily or
involuntarily leave the employ &#091;or service&#093; of the Corporation and its Affiliates, all such
Restricted Shares subject to restrictions at the time his employment &#091;or service&#093; terminates (and
any dividends, distributions and adjustments retained by the Corporation with respect thereto)
shall be forfeited and any consideration received therefor from the holder shall be returned to the
holder. Notwithstanding the foregoing, all restrictions to which Restricted Stock Awards are
subject shall lapse (a)&nbsp;upon the death or disability (as defined in Section&nbsp;22(e)(3) of the Code)
of the holder, (b)&nbsp;upon the holder&#146;s termination of employment &#091;or cessation of service as a
Director&#093; in connection with a Change in Control (as defined in Section&nbsp;9 hereof), or (c)&nbsp;upon the
occurrence of such special circumstance or event as in the opinion of the Committee merits special
consideration.


<P align="left" style="font-size: 12pt">Except as hereinafter provided, if a holder of a Phantom Stock Award shall voluntarily or
involuntarily leave the employ &#091;or service&#093; of the Corporation and its Affiliates prior to the
complete expiration of the vesting period, all amounts theretofor remaining payable pursuant to
such Award (including any dividend equivalent amounts retained by the Corporation with respect
thereto) shall be forfeited. Notwithstanding the foregoing, the vesting period under a Phantom
Stock Award shall completely expire, and all amounts remaining payable thereunder shall be payable
(a)&nbsp;upon the death or disability (as defined in Section&nbsp;22(e)(3) of the Code) of the holder, (b)
upon the holder&#146;s termination of employment &#091;or service&#093; in connection with a Change in Control, or
(c)&nbsp;upon the occurrence of such special circumstance or event as in the opinion of the Committee
merits special consideration.


<P align="left" style="font-size: 12pt">14.&nbsp;<U>Transferability of Incentive Awards</U>.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Non-Transferability of Incentive Awards. Except as provided
below, Incentive Awards shall not be transferable by the holder thereof
otherwise than by will or the laws of descent and distribution to the extent
provided herein, and Incentive Awards may be exercised or surrendered during the
holder&#146;s lifetime only by the holder thereof.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Transfer of Non-Qualified Stock Options. Notwithstanding the
foregoing, the Committee may provide, in a Non-Qualified Stock Option
certificate, that the holder thereof may transfer the Non-Qualified Stock Option
to family members or other persons or entities according to such terms as the
Committee may determine; provided that the holder thereof receives no
consideration for the transfer of a Non-Qualified Stock Option and the
transferred Option shall continue to be subject to the same terms and conditions
as were applicable to the Option immediately before the transfer.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">15.&nbsp;<U>Tax Withholding</U>. The Corporation or Affiliate will take such action as it deems
appropriate to ensure compliance with all federal, state or local income tax withholding laws. In
order to facilitate a Participant&#146;s payment of his withholding obligations with respect to
Incentive Awards, the Committee, in its discretion, and subject to such additional terms and
conditions as it may adopt, may permit the Participant to elect to (a)&nbsp;deduct from any cash payment
otherwise due to the Participant, the appropriate withholding amount, (b)&nbsp;pay to the Corporation in
cash the appropriate withholding amount, (c)&nbsp;have the Corporation withhold a portion of the Shares
otherwise to be delivered upon exercise or receipt of (or the lapse or restrictions relating to)
such Incentive Award, the fair market value of which is equal to the minimum statutory withholding
amount, or (d)&nbsp;deliver to the Corporation Mature Shares already owned by the Participant, the fair
market value of which is equal to the appropriate withholding amount.


<P align="left" style="font-size: 12pt">16.&nbsp;<U>Adjustment Provision</U>. If prior to the complete exercise of any Option, or prior to
the expiration or lapse of all of the restrictions and conditions imposed pursuant to a Restricted
Stock Award, there shall be declared and paid a stock dividend upon the Shares or if the Shares
shall be split up, converted, exchanged, reclassified, or in any way substituted for,


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the case of an Option, then the Option, to the extent that it
has not been exercised, shall entitle the holder thereof upon the future
exercise of the Option to such number and kind of securities or cash or other
property subject to the terms of the Option to which he would have been entitled
had he actually owned the Shares subject to the unexercised portion of the
Option at the time of the occurrence of such stock dividend, split-up,
conversion, exchange, reclassification or substitution, and the aggregate
purchase price upon the future exercise of the Option shall be the same as if
the originally optioned Shares were purchased thereunder; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the case of a Restricted Share issued pursuant to a Restricted
Stock Award, the holder of such Award shall receive, subject to the same
restrictions and other conditions of such Award as determined pursuant to the
provisions of Section&nbsp;10, the same securities or other property as are received
by the holders of the Corporation&#146;s Shares pursuant to such stock dividend,
split-up, conversion, exchange, reclassification or substitution.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">Any fractional shares or securities payable upon the exercise of the Option as a result of such
adjustment shall be payable in cash based upon the Fair Market Value of such shares or securities
at the time of such exercise. If any such event should occur, the number of Shares with respect to
which Incentive Awards remain to be issued, or with respect to which Incentive Awards may be
reissued, shall be adjusted in a similar manner.


<P align="left" style="font-size: 12pt">In addition to the adjustments provided for in the preceding paragraph, upon the occurrence of any
of the events referred to in said paragraph prior to the complete exercise of any Rights, or prior
to the complete expiration of the vesting period under a Phantom Stock Award, the Committee, in its
sole discretion, shall determine the amount of cash and/or number of Shares or other property to
which the holder of the Rights shall be entitled upon their exercise, or to which the holder of the
Phantom Stock Award shall be entitled upon the expiration of the vesting period, so that there
shall be no increase or dilution in the cash and/or value of the shares or other property to which
the holder of Rights or of a Phantom Stock Award shall be entitled by reason of such events.


<P align="left" style="font-size: 12pt">Notwithstanding any other provision of the Plan, in the event of a recapitalization, merger,
consolidation, rights offering, separation, reorganization or liquidation, or any other change in
the corporate structure or outstanding Shares, the Committee may make such equitable adjustments to
the number of Shares and the class of shares available hereunder or to any outstanding Incentive
Awards as it shall deem appropriate to prevent dilution or enlargement of rights.


<P align="left" style="font-size: 12pt">17.&nbsp;<U>Issuance of Shares and Compliance with Securities Act</U>. The Corporation may postpone
the issuance and delivery of Shares pursuant to the grant or exercise of any Incentive Award until
(a)&nbsp;the admission of such Shares to listing on any stock exchange on which Shares of the
Corporation of the same class are then listed and (b)&nbsp;the completion of such registration or other
qualification of such Shares under any state or federal law, rule or regulation as the Corporation
shall determine to be necessary or advisable. As a condition precedent to the issuance of Shares
pursuant to the grant or exercise of an Incentive Award, the Corporation may require the recipient
thereof to make such representations and furnish such information as may, in the opinion of counsel
for the Corporation, be appropriate to permit the Corporation, in light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement under the
Securities Act of 1933, as from time to time amended, to issue the Shares in compliance with the
provisions of that or any comparable act.


<P align="left" style="font-size: 12pt">18.&nbsp;<U>Administration and Amendment of the Plan</U>. Except as hereinafter provided, the Board
of Directors or the Committee may at any time withdraw or from time to time amend the Plan and the
terms and conditions of any Incentive Award not theretofor granted, and the Board of Directors or
the Committee, with the consent of the affected holder of an Incentive Award, may at any time
withdraw or from time to time amend the Plan and the terms and conditions of such Incentive Awards
as have been theretofor granted. Notwithstanding the foregoing, neither the Board of Directors nor
the Committee shall (a)&nbsp;amend the Plan without the approval of the stockholders, if such approval
is required by Section&nbsp;422 or 162(m) of the Code, (b)&nbsp;materially amend the Plan without stockholder
approval, or (c)&nbsp;without stockholder approval reprice any outstanding Incentive Award by either
amending such Incentive Award to reduce the exercise price, purchase price or grant date Fair
Market Value per Share thereof or canceling such Incentive Award and regranting or replacing such
Incentive Award as or with an Incentive Award having a lower exercise price, purchase price or
grant date Fair Market Value per Share.


<P align="left" style="font-size: 12pt">The Committee shall have the sole authority to (i)&nbsp;determine the individuals to whom Incentive
Awards shall be made under the Plan, (ii)&nbsp;determine the type, size and terms of the Incentive
Awards to be made to each such individual, (iii)&nbsp;determine the time when the Incentive Awards will
be made and the duration of any applicable exercise or restriction period, including the criteria
for exercisability and the acceleration of exercisability and (iv)&nbsp;deal with any other matters
arising under the Plan.


<P align="left" style="font-size: 12pt">The Committee shall have full power and authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations, agreements and instruments
for implementing the Plan and for the conduct of its business as it deems necessary or advisable,
in its sole discretion. The Committee&#146;s interpretations of the Plan and all determinations made by
the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all
persons having any interest in the Plan or in any Incentive Awards granted hereunder. All powers
of the Committee shall be executed in its sole discretion, in the best interest of the Corporation,
not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to
similarly situated individuals.


<P align="left" style="font-size: 12pt">19.&nbsp;<U>Governing Law</U>. Except as required by Delaware corporate law, the Plan shall be
governed by and construed in accordance with the laws of the state of New York, without giving
effect to principles of conflict of laws.


<P align="left" style="font-size: 12pt">20.&nbsp;<U>Effective Date of Plan</U>. This Plan is conditioned upon its approval by the
shareholders of the Corporation.


<P align="left" style="font-size: 12pt">21.&nbsp;<U>Governing Document</U>. The Plan shall be the controlling document. No other statements,
representations, explanatory materials or examples, oral or written, may amend the Plan in any
manner. The Plan shall be binding upon and enforceable against the Corporation and its successors
and assigns.


<P align="left" style="font-size: 12pt">22.&nbsp;<U>Funding of the Plan</U>. This Plan shall be unfunded. The Corporation shall not be
required to establish any special or separate fund or to make any other segregation of assets to
assure the payment of any Incentive Awards under this Plan. In no event shall interest be paid or
accrued on any Incentive Award, including unpaid installments of Incentive Awards.


<P align="left" style="font-size: 12pt">23.&nbsp;<U>Rights of Participants</U>. Nothing in this Plan shall entitle any employee or other
person to any claim or right to be granted an Incentive Award under this Plan, &#091;except as provided
in Section&nbsp;5 with respect to Non-Employee Directors&#093;. Neither this Plan nor any action taken
hereunder shall be construed as giving any individual any rights to be retained by or in the employ
of the Corporation or any Affiliate, or any other employment rights.


<P align="left" style="font-size: 12pt">24.&nbsp;<U>Headings</U>. Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall control.


<P align="left" style="font-size: 12pt">25.&nbsp;<U>Miscellaneous</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Incentive Awards in Connection with Corporate Transactions
and Otherwise</U>. Nothing contained in this Plan shall be construed to (i)
limit the right of the Committee to make Incentive Awards under this Plan in
connection with the acquisition, by purchase, lease, merger, consolidation or
otherwise, of the business or assets of any corporation, firm or association,
including Incentive Awards to employees thereof who become employees of the
Corporation or an Affiliate, or for other proper corporate purposes, or (ii)
limit the right of the Corporation to grant options or make other awards outside
of this Plan. Without limiting the foregoing, the Committee may make an
Incentive Award to an employee of another corporation who becomes an employee by
reason of a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Corporation or any of its
subsidiaries in substitution for a stock option or restricted stock grant made
by such corporation. The terms and conditions of the substitute grants may vary
from the terms and conditions required by the Plan and from those of the
substituted stock incentives. The Committee shall prescribe the provisions of
the substitute grants.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Compliance with Law</U>. The Plan, the exercise of Options
and Rights and the obligations of the Corporation to issue or transfer Shares
under Incentive Awards shall be subject to all applicable laws and to approvals
by any governmental or regulatory agency as may be required. With respect to
persons subject to Section&nbsp;16 of the Act, it is the intent of the Corporation
that all transactions under the Plan comply with all applicable provisions of
Rule&nbsp;16b-3 or its successors under the Act. The Committee may revoke any
Incentive Award if it is contrary to law or modify an Incentive Award to bring
it into compliance with any valid and mandatory government regulation. The
Committee may also adopt rules regarding the withholding of taxes on payments to
holders of Incentive Awards. The Committee may, in its sole discretion, agree
to limit its authority under this Section.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Limitations on Actions Taken in Connection with a Change in
Control</U>. Notwithstanding anything in the Plan to the contrary, in the
event of a Change in Control (as defined in Section&nbsp;9 hereof), the Committee
shall not have the right to take any actions that would make the Change in
Control ineligible for desired tax treatment if, in the absence of such right,
the Change in Control would qualify for such treatment and the Corporation
intends to use such treatment with respect to the Change in Control.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the Corporation has caused these presents to be executed, in its corporate
name, by its authorized officer, and its corporate seal to be affixed, as of this 26th day of
April, 2005.



<P align="left" style="margin-left:28%; font-size: 12pt">AMETEK, Inc.



<P align="left" style="margin-left:28%; font-size: 12pt">By: <U>/s/ John J. Molinelli</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="31%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>John J. Molinelli</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">Attest:


<P align="left" style="font-size: 12pt"><U>/s/ Kathryn E. Sena</U>
<BR>
Kathryn E. Sena
<BR>
(SEAL)


<P align="left" style="margin-right:1%; font-size: 12pt"><FONT style="font-size: 10pt">corpsecy/stock/amended02stkpln.doc</FONT>



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<TYPE>EX-10.2
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<FILENAME>exhibit2.htm
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt">2002 STOCK INCENTIVE PLAN</FONT>



<P align="center" style="font-size: 12pt">OF



<P align="center" style="font-size: 12pt">AMETEK, INC.



<P align="center" style="font-size: 12pt"><U>RESTRICTED STOCK AGREEMENT</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">RESTRICTED STOCK AGREEMENT (&#147;Agreement&#148;), made as of April&nbsp;27, 2005, by and between AMETEK,
Inc., a Delaware corporation (the &#147;Company&#148;), and Frank S. Hermance (the &#147;Recipient&#148;).


<P align="center" style="font-size: 12pt">W I T N E S S E T H :



<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company has adopted the 2002 Stock Incentive Plan of AMETEK, Inc. (the &#147;Stock
Incentive Plan&#148;), pursuant to which the Compensation Committee of the Board of Directors of the
Company (the &#147;Committee&#148;) may, <U>inter</U> <U>alia</U>, award shares of the Company&#146;s common
stock, par value $0.01 per share (&#147;Shares&#148;), to such key employees of the Company as the Committee
may determine, and subject to such terms, conditions and restrictions as the Committee may deem
advisable;


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and the Recipient are parties to a Termination and Change of Control
Agreement, dated as of May&nbsp;18, 2004, as it may be amended from time to time (the &#147;Termination
Agreement&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, pursuant to the Stock Incentive Plan, the Committee has awarded to the Recipient a
restricted stock award, subject to the terms, conditions and restrictions set forth in the Stock
Incentive Plan, the Termination Agreement and in this Agreement;


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of the mutual covenants herein contained and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>FIRST:</U> Pursuant to the Stock Incentive Plan, the Recipient has been awarded on April
27, 2005 (the &#147;Award Date&#148;), a restricted stock award with respect to 350,000 Shares (the
&#147;Restricted Stock Award&#148;, and such Shares, the &#147;Restricted Shares&#148;), subject to the terms,
conditions and restrictions set forth in the Stock Incentive Plan, the Termination Agreement and in
this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the same
meanings as defined in the Stock Incentive Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>SECOND:</U> The purchase price for the Restricted Shares shall be $0.01 per Share, such
amount to be withheld from the Recipient&#146;s pay, no later than 60&nbsp;days after the Award Date.



<P align="left" style="margin-left:4%; font-size: 12pt"><U>THIRD:</U> The Restricted Shares shall become nonforfeitable on the earliest to occur of:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="15%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the sixth anniversary of the Award Date if the
Recipient is in the continuous employ of the Company (or any successor
or Affiliate of the Company) through such sixth anniversary date;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="15%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the death or disability (as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended) of the
Recipient;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="15%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Recipient&#146;s termination of employment by
the Company (or any successor or affiliate) without &#147;Cause&#148; (as defined
in the Termination Agreement) or by the Recipient for &#147;Good Reason&#148; (as
defined in the Termination Agreement);</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="15%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a &#147;Change of Control&#148; (as defined in the
Termination Agreement); or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="15%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the fair market value of a Share equaling or
exceeding a target price (the &#147;Target Price&#148;) of 200% of the closing
price of a Share on the Award Date on the New York Stock Exchange, on
each of five consecutive trading days occurring during the period
beginning on the day after the Award Date and ending on the sixth
anniversary of the Award Date. For purposes hereof, notwithstanding
any other provision of the Stock Incentive Plan, the fair market value
of a Share on any given day shall be the closing price on that day on
the stock exchange or market on which the Shares are primarily traded.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">In addition, in the event of the Recipient&#146;s Retirement (as defined below) prior to the sixth
anniversary of the Award Date, then a pro rata portion of the Restricted Shares shall become
nonforfeitable. The pro rata portion of the Restricted Shares which shall become nonforfeitable
shall be the number of Restricted Shares equal to the total number of Restricted Shares multiplied
by a fraction, the numerator of which shall be the number of full months of the Recipient&#146;s
employment with the Company (or any successor or Affiliate) following the Award Date and the
denominator of which shall be 72; provided, however, that no fractional Shares shall become
nonforfeitable and cash shall be paid in lieu thereof. For purposes hereof, &#147;Retirement&#148; shall
mean the Recipient&#146;s retirement from the Company (or any successor or Affiliate) at or after age 55
and the completion of at least 10&nbsp;years of employment with the Company (or any successor or
Affiliate). Except to the extent, if any, that the Restricted Shares shall have become
nonforfeitable pursuant to the foregoing provisions of this paragraph THIRD, if the Recipient shall
voluntarily or involuntarily leave the employ of the Company and its Affiliates prior to the sixth
anniversary of the Award Date, the Restricted Shares (and any dividends, distributions and
adjustments retained by the Company with respect thereto) shall be forfeited and the consideration
paid pursuant to paragraph SECOND of this Agreement shall be returned to the Recipient.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>FOURTH:</U> Restrictions shall be imposed on a transfer of the Restricted Shares, and the
Company shall place a stop order with the transfer agent against any transfer of such Shares and
shall retain the stock certificate representing such Shares, until such time as the Restricted
Shares shall become nonforfeitable in accordance with Paragraph&nbsp;THIRD. Prior to the lapse of the
restrictions on the transferability of the Restricted Shares, the Recipient shall have all other
rights and privileges of a beneficial and record owner with respect to such Shares, including,
without limitation, voting rights and the right to receive dividends, distributions and adjustments
with respect to such Shares; provided, however, that any dividends, distributions and adjustments
with respect to the Restricted Shares, plus interest credited on any such dividends, shall be
retained by the Company for the Recipient&#146;s account and for delivery to the Recipient, together
with the stock certificate representing such Shares, only as and when such Restricted Shares have
become nonforfeitable. For purposes of this paragraph FOURTH, interest shall be credited from the
date a dividend with respect to the Restricted Shares is made to the date on which the Company
distributes such amounts to the Recipient, at the five-year Treasury Note rate, plus 0.5%, as such
rate is set forth in the Wall Street Journal as of the first business day of each calendar quarter.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>FIFTH:</U> If prior to the expiration or lapse of all of the restrictions and conditions
on the Restricted Shares under this Agreement, there shall be declared and paid a stock dividend
upon the Restricted Shares or if the Restricted Shares shall be split up, converted, exchanged,
reclassified or in any way substituted for, the Recipient shall receive, subject to the same
restrictions and conditions as the original Restricted Shares subject to this Agreement, the same
securities or other property as are received by the holders of the Company&#146;s Shares pursuant to
such stock dividend, split up, conversion, exchange, reclassification or substitution. If the
Recipient receives any securities or property of the Company (or any acquiring entity) pursuant to
this Paragraph&nbsp;FIFTH, such securities or other property shall thereafter be deemed to be &#147;Shares&#148;
and &#147;Restricted Shares&#148; within the meaning of this Agreement. In the event of any transaction to
which this Paragraph&nbsp;FIFTH applies (other than a stock dividend), the Committee (or the Company, if
the Committee no longer exists) shall adjust the Target Price in Paragraph&nbsp;THIRD, subparagraph (d),
to take into account the effect of the transaction.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>SIXTH:</U> If, with respect to the Restricted Shares (and any dividends, distributions and
adjustments to such Shares), the Company (or any successor or Affiliate) shall be required to
withhold amounts under applicable federal, state or local tax laws, rules or regulations, the
Recipient shall be permitted to elect to (i)&nbsp;have the Company (or successor or Affiliate) deduct
and withhold such amounts from any cash payment to be made by the Company (or successor or
Affiliate) to the Recipient (whether or not under this Agreement) or to such other person with
respect to whom such withholding may arise; (ii)&nbsp;make payment in cash to the Company (or successor
or Affiliate) in such amount as is required to be withheld, (iii)&nbsp;have the Company withhold such
number of Restricted Shares as shall have a Fair Market Value, valued on the date on which such
withholding requirement arises, equal to the amount required to be withheld, or (iv)&nbsp;deliver to the
Company Mature Shares already owned by the Recipient and having a Fair Market Value, valued on the
date on which such withholding requirement arises, equal to the amount required to be withheld.
Any such election shall be made within five (5)&nbsp;business days after the Restricted Shares shall
become nonforfeitable pursuant to such procedures as are established by the Company for this
purpose. If the Recipient fails to make any such election within such five (5)&nbsp;business days or
the Recipient fails to satisfy its withholding obligations within thirty (30)&nbsp;days after the
Restricted Shares shall become nonforfeitable, the Company shall satisfy its withholding
obligations by withholding the number of Restricted Shares as described in, and determined pursuant
to, clause (iii)&nbsp;above, which Restricted Shares shall be liquidated by the Company in order for the
Company to satisfy its wthholding obligations. Pending the election and payment by the Recipient
of the withholding obligations, the Recipient hereby grants to the Company a security interest in a
number of Restricted Shares having a Fair Market Value, valued on the date on which such
withholding requirement arises, equal to the amount required to be withheld.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>SEVENTH:</U> The Company and the Recipient each hereby agrees to be bound by the terms and
conditions set forth in the Stock Incentive Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>EIGHTH:</U> Any notices or other communications given in connection with this Agreement
shall be sent either by registered or certified mail, return receipt requested, or by overnight
mail, or by facsimile, to the indicated address or number as follows:



<P align="left" style="margin-left:4%; font-size: 12pt">If to the Company: AMETEK, Inc.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="56%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">37 North Valley Road &#151; Building 4<BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">P.O. Box 1764
Paoli, PA 19301
Facsimile: 610-296-3412
Attention: Corporate Secretary
If to the Recipient:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Frank S. Hermance<BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">1300 Meadow Lane</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Berwyn, PA 19312<BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Facsimile: 610-651-5969<BR></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 12pt">or to such changed address or number as to which either party has given notice to the other party
in accordance with this Paragraph&nbsp;EIGHTH. All notices shall be deemed given when so mailed, or if
sent by facsimile, when electronic confirmation of the transmission is received, except that a
notice of change of address shall be deemed given when received.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>NINTH:</U> This Agreement, the applicable provisions of the Termination Agreement
(including but not limited to Section&nbsp;4 thereof) and the Stock Incentive Plan constitute the whole
agreement between the parties hereto with respect to the Restricted Stock Award.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>TENTH:</U> This Agreement shall not be construed as creating any contract of employment
between the Company and the Recipient.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>ELEVENTH:</U> This Agreement shall inure to the benefit of, and be binding on, the Company
and its successors and assigns, and shall inure to the benefit of, and be binding on, the Recipient
and his heirs, executors, administrators and legal representatives. This Agreement shall not be
assignable by the Recipient.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>TWELFTH:</U> Except as required by Delaware corporate law, this Agreement shall be subject
to and construed in accordance with, the laws of the State of New York without giving effect to
principles of conflicts of law.


<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.


<P align="left" style="font-size: 12pt">AMETEK, INC.


<P align="left" style="font-size: 12pt">By: <U>/s/ John J. Weaver</U>


<P align="left" style="font-size: 12pt">John J. Weaver<BR>
Corporate Vice President &#150; Human Resources



<P align="left" style="margin-left:27%; font-size: 12pt">Recipient



<P align="left" style="margin-left:27%; font-size: 12pt"><U>/s/ Frank S. Hermance</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Frank S. Hermance<BR></TD>
</TR>

</TABLE>



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