exv10w5



 





Exhibit 10.5




 

 






AMETEK, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



 





Amended and Restated as of January 1, 2005




 

 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	Article 1. Purpose
	 	 	1	 
	 
	 	 	 	 
	1.01 Purpose
	 	 	1	 
	1.02 Effective Date
	 	 	1	 
	 
	 	 	 	 
	Article 2. Definitions and Construction
	 	 	2	 
	 
	 	 	 	 
	2.01 Definitions
	 	 	2	 
	2.02 Construction
	 	 	5	 
	 
	 	 	 	 
	Article 3. Eligibility and Participation
	 	 	6	 
	 
	 	 	 	 
	3.01 Eligibility
	 	 	6	 
	3.02 Participation
	 	 	6	 
	 
	 	 	 	 
	Article 4. Accounts
	 	 	7	 
	 
	 	 	 	 
	4.01 Account
	 	 	7	 
	4.02 Amounts Allocated to Account
	 	 	7	 
	4.03 Valuation of Account
	 	 	7	 
	4.04 Vesting of Account
	 	 	7	 
	 
	 	 	 	 
	Article 5. Payment of Account
	 	 	8	 
	 
	 	 	 	 
	5.01 Payment Upon Separation from Service
	 	 	8	 
	5.02 Payment Upon Death of Participant
	 	 	8	 
	5.03 Administrative Acceleration or Delay of Payment
	 	 	8	 
	5.04 Withholding
	 	 	8	 
	5.05 Payment to Guardian
	 	 	9	 
	5.06 Effect of Payment
	 	 	9	 
	 
	 	 	 	 
	Article 6. Beneficiary Designation
	 	 	10	 
	 
	 	 	 	 
	6.01 Beneficiary Designation
	 	 	10	 
	6.02 Changing Beneficiary
	 	 	10	 
	6.03 No Beneficiary Designation
	 	 	10	 
	 
	 	 	 	 
	Article 7. Administration
	 	 	11	 
	 
	 	 	 	 
	7.01 Committee Duties
	 	 	11	 
	7.02 Agents
	 	 	11	 
	7.03 Binding Effect of Decisions
	 	 	11	 
	7.04 Indemnity of Committee
	 	 	11	 
	 
	 	 	 	 
	Article 8. Claims Procedure
	 	 	12	 
	 
	 	 	 	 
	8.01 Claim
	 	 	12	 
	8.02 Denial of Claim
	 	 	12	 
	8.03 Review of Claim
	 	 	12	 
	8.04 Final Decision
	 	 	12	 
	 
	 	 	 	 
	Article 9. Amendment and Termination of Plan
	 	 	13	 
	 
	 	 	 	 
	9.01 Amendment
	 	 	13	 






			
	 	 	 
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	 	Table of Contents






 









 






	 	 	 	 	 
	9.02 Company’s Right to Terminate
	 	 	13	 
	 
	 	 	 	 
	Article 10. Miscellaneous
	 	 	14	 
	 
	 	 	 	 
	10.01 Hypothetical Accounts
	 	 	14	 
	10.02 Company Obligation
	 	 	14	 
	10.03 Trust Fund
	 	 	14	 
	10.04 Nonassignability
	 	 	14	 
	10.05 Not a Contract of Employment
	 	 	15	 
	10.06 Governing Law
	 	 	15	 
	10.07 Severability
	 	 	15	 
	10.08 Headings
	 	 	15	 
	10.09 Notice
	 	 	15	 
	10.10 Successors
	 	 	15	 






			
	 	 	 
	AMETEK, Inc. Supplemental Executive Retirement Plan
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ARTICLE 1. PURPOSE





	1.01	 	Purpose.
	 
	 	 	The AMETEK, Inc. Supplemental Executive Retirement Plan (the “Plan”) provides additional
retirement benefits, on a tax-qualified basis, to a select group of management or highly
compensated employees of AMETEK, Inc. whose benefits under certain of the retirement plans
maintained for employees of AMETEK or its subsidiaries are restricted by the provisions of
the Internal Revenue Code of 1986, as amended.
	 
	1.02	 	Effective Date.
	 
	 	 	The Plan, as hereby amended and restated, is effective with respect to amounts that were not
deferred or vested (within the meaning of section 409A of the Code) before January 1, 2005,
and any earnings on such amounts. Amounts deferred and vested (within the meaning of
section 409A of the Code) before January 1, 2005 and earnings on such amounts are not
affected by this amendment and restatement of the Plan, and remain subject to the terms of
the May 1, 1997 plan document, as amended, which are set forth in Appendix A to this January
1, 2005, amendment and restatement. For recordkeeping purposes, the Company will establish
separate accounts for each Participant for amounts deferred and vested before January 1,
2005, and amounts deferred and vested on or after that date.





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ARTICLE 2. DEFINITIONS AND CONSTRUCTION





	2.01	 	Definitions.
	 
	 	 	For the purpose of this Plan, the following terms shall have the meanings set forth below,
unless the context clearly indicates otherwise.






	 	(a)	 	Account. “Account” means a hypothetical account established on the
books of the Company pursuant to Section 4.01.
	 
	 	(b)	 	Beneficiary. “Beneficiary” means the person, persons, or entity as
designated by the Participant, entitled under Article 6 to receive any Plan benefit
payable after the Participant’s death.
	 
	 	(c)	 	Board. “Board” means the Board of Directors of AMETEK, Inc.
	 
	 	(d)	 	Cause. “Cause” means (1) misappropriation of funds, (2) habitual
insobriety or substance abuse, (3) conviction of felony or crime involving moral
turpitude, or (4) gross negligence in the performance of duties that has had a material
adverse effect on the business, operations, assets, properties, or financial condition
of the Company.
	 
	 	(e)	 	Change in Control. A “Change in Control” shall occur if:






	 	(1)	 	Any one Person or more than one Person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
ownership of stock of the Company that, together with the stock held by such
Person or group of Persons, constitutes more than 50 percent of the total fair
market value or total voting power of the stock of the Company. However, if
such Person or group of Persons is considered to own more than 50 percent of
the total fair market value or total voting power of the stock of the Company
before this transfer of the Company’s stock, the acquisition of additional
stock by the same Person or group of Persons shall not be considered to cause a
Change in Control of the Company; or
	 
	 	(2)	 	Any one Person or more than one Person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
(or has acquired during the 12-month period ending on the date of the most
recent acquisition by such Person or group of Persons) ownership of stock of
the Company possessing 30 percent or more of the total voting power of the
stock of the Company. However, if such Person or group of Persons is
considered to own 30 percent or more of the total voting power of the stock of
the Company before this acquisition, the acquisition of additional control or
stock of the Company by the same Person or group of Persons shall not cause a
Change in Control of the Company; or
	 
	 	(3)	 	A majority of members of the Company’s Board is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Company’s Board before the date of the
appointment or election; or





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	 	(4)	 	Any one Person or more than one Person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
(or has acquired during the 12-month period ending on the date of the most
recent acquisition by such Person or group of Persons) assets from the Company
that have a total gross fair market value equal to substantially all but in no
event less than 40 percent of the total fair market value of all assets of the
Company immediately prior to such acquisition or acquisitions. For this
purpose, gross fair market value means the value of the assets of the Company,
or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets. A transfer of assets by the Company
will not result in a Change in Control under this Section 2.01(e)(4), if the
assets are transferred to:






	 	(A)	 	A shareholder of the Company (immediately
before the asset transfer) in exchange for or with respect to its
stock;
	 
	 	(B)	 	An entity, 50 percent or more of the total
value or voting power of which is owned, directly or indirectly, by the
Company immediately after the transfer of assets;
	 
	 	(C)	 	A Person or more than one Person acting as a
group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury
Regulations) that owns, directly or indirectly, 50 percent or more of
the total value or voting power of all the outstanding stock of the
Company; or
	 
	 	(D)	 	An entity, at least 50 percent of the total
value or voting power of which is owned directly or indirectly, by a
person described in Section 2.01(e)(4)(C), above.






For purposes of this Section 2.01(e), no acquisition, either directly or indirectly,
by the Participant, his affiliates and associates, the Company, any subsidiary of
the Company, any employee benefit plan of the Company or of any subsidiary of the
Company, or any person or entity organized, appointed or established by the Company
for or pursuant to the terms of any such employee benefit plan shall constitute a
Change in Control.




For purposes of this Section 2.01(e), the following terms shall have the meanings
set forth below:




	 	(1)	 	“Company” shall mean AMETEK, Inc., except that, if a
Participant is employed by a majority-controlled subsidiary of the Company, for
purposes of Sections 2.01(e)(1), 2.01(e)(2), and 2.01(e)(4), “Company” shall
mean such subsidiary.
	 
	 	(2)	 	“Person” shall mean any individual or individuals other than
the Participant, his affiliates and associates, the Company, any subsidiary of
the Company, any employee benefit plan of the Company or of any subsidiary of
the Company, or any person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such employee benefit plan.





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	 	(f)	 	Code. “Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(g)	 	Committee. “Committee” means the committee appointed by the Board (or
its delegee) to administer the Plan pursuant to Article 7.
	 
	 	(h)	 	Company. “Company” means AMETEK, Inc., a Delaware corporation, and
each of its subsidiaries designated by the Board, which has elected to cover its
Employees hereunder by resolution of its board of directors.
	 
	 	(i)	 	Compensation. “Compensation” means (1) if the Participant is accruing
a benefit under a defined benefit retirement plan sponsored by the Company,
compensation as defined in the Employees’ Retirement Plan of AMETEK, Inc., or (2) if
the Participant is not accruing a benefit under a defined benefit retirement plan
sponsored by the Company, compensation as defined in the AMETEK, Inc. Retirement and
Savings Plan (or any successor plan).
	 
	 	(j)	 	Compensation Limit. “Compensation Limit” means the amount of
Compensation that may be taken into account under a Retirement Plan by reason of the
provisions of Section 401(a)(17) of the Code.
	 
	 	(k)	 	Effective Date. “Effective Date” means January 1, 2005.
	 
	 	(l)	 	Eligible Employee. “Eligible Employee” means an employee of the
Company who is designated by the Committee, in its sole discretion, to be eligible to
participate in the Plan pursuant to Section 3.01.
	 
	 	(m)	 	Excess Compensation. “Excess Compensation” means Compensation in
excess of the Compensation Limit.
	 
	 	(n)	 	Participant. “Participant” means any Eligible Employee who satisfies
the requirements set forth in Article 3. In the event of the death or incompetency of
a Participant, the term shall mean the Participant’s personal representative or
guardian.
	 
	 	(o)	 	Plan. “Plan” means the AMETEK, Inc. Supplemental Executive Retirement
Plan as set forth herein and as it may be amended from time to time.
	 
	 	(p)	 	Plan Year. “Plan Year” means the 12-month period beginning on each
January 1 and ending the following December 31.
	 
	 	(q)	 	Separates from Service. “Separates from Service” or “Separation from
Service” means separation from service within the meaning of section 409A of the Code.
	 
	 	(r)	 	Shares. “Shares” means shares of common stock of AMETEK, par value
$.01 per share.
	 
	 	(s)	 	Year of Service. “Year of Service” means the 12-month period following
the date that the Eligible Employee first performs an hour of service for the Company
and each consecutive 12-month period following the anniversary of that date that is
completed before the Participant Separates from Service.






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	2.02	 	Construction.
	 
	 	 	For purposes of the Plan, unless the contrary is clearly indicated by context,






	 	(a)	 	the use of the masculine gender shall also include within its meaning the
feminine and vice versa,
	 
	 	(b)	 	the use of the singular shall also include within its meaning the plural and
vice versa, and
	 
	 	(c)	 	the word “include” shall mean to include without limitation.





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ARTICLE 3. ELIGIBILITY AND PARTICIPATION





	3.01	 	Eligibility.
	 
	 	 	Eligibility to participate in the Plan shall be limited to that select group of management
and/or highly compensated employees of the Company whom the Committee designates as eligible
to participate in the Plan.
	 
	3.02	 	Participation.
	 
	 	 	An Eligible Employee shall become a Participant in the Plan on the date that the Participant
first has Excess Compensation. An Eligible Employee shall remain a Participant until his
Account is distributed as provided under Article 5.






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ARTICLE 4. ACCOUNTS





	4.01	 	Account.
	 
	 	 	The Committee shall establish and maintain a separate Account with respect to each
Participant. A Participant’s Account shall equal the amounts credited to the Participant’s
Account pursuant to Section 4.02, and the value of his Account shall be determined pursuant
to Section 4.03.
	 
	4.02	 	Amounts Allocated to Account.
	 
	 	 	For each Plan Year, the Company shall credit to the Account of each Participant an amount
equal to 13% multiplied by the Participant’s Excess Compensation for that Plan Year. Such
credit shall be made as of the last day of the Plan Year; provided, however, that the credit
shall be made as of the date a Participant Separates from Service if such Separation from
Service occurs on account of death, voluntarily after completing five (5) Years of Service,
or involuntarily by the Company without Cause. The credit to the Account shall be in cash
notwithstanding the provisions of Section 4.03.
	 
	4.03	 	Valuation of Account.






	 	(a)	 	Deemed Investment of New Credits. New amounts credited as of the last
day of a Plan Year pursuant to Section 4.02 shall be deemed to be invested in whole and
fractional Shares based on the average closing price of the Shares on the principal
exchange on which the Shares are traded for the first ten (10) trading days of December
preceding the deemed investment.
	 
	 	(b)	 	Deemed Investment of Hypothetical Dividends. Hypothetical dividends on
the Shares allocated to a Participant’s Account shall be credited to a Participant’s
Account during a Plan Year at the same time(s) that dividends are actually paid on
Shares. Hypothetical dividends shall be deemed to be invested in additional Shares as
of the last business day of the Plan Year in which they are credited based on the
closing price of the Shares on the principal exchange on which the Shares are traded
for the first ten (10) trading days of December preceding the deemed investment.
	 
	 	(c)	 	Valuation of Hypothetical Shares. The value of Shares allocated to a
Participant’s Account pursuant to Sections 4.03(a) and 4.03(b) shall be adjusted as of
the last day of each Plan Year (after the Plan Year in which they are initially
allocated) based on the closing price of the Shares on the last business day of the
Plan Year.






	4.04	 	Vesting of Account.
	 
	 	 	Each Participant shall become 100% vested in his Account upon completing five (5) Years of
Service. Notwithstanding anything to the contrary in this Section 4.04, the Committee may
cause a forfeiture with respect to all or any portion of a Participant’s Account (whether or
not vested) if the Committee determines that the Participant’s Separation from Service is
for Cause.





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ARTICLE 5. PAYMENT OF ACCOUNT





	5.01	 	Payment Upon Separation from Service.






	 	(a)	 	Form and Timing of Payment. A Participant’s vested Account shall be
paid in one lump sum on the first day of the month coincident with or next following
the date that is six (6) months after the date of the Participant’s Separation from
Service; provided that if the Participant dies after Separation from Service and before
the date that is six (6) months after the date of the Participant’s Separation from
Service, his Account shall be paid on the first day of the month coincident with or
next following the date of the Participant’s death.
	 
	 	(b)	 	Medium of Payment. A Participant’s vested Account shall be paid in
Shares; provided that any credits to the Participant’s Account that are not yet deemed
to be invested in Shares under Section 4.03, including credits or dividends that are
credited to the Participant’s Account for the Plan Year in which Separation from
Service occurs, shall be paid in cash. The certificate(s) for the Shares (if any)
shall be issued in the name of the Participant, provided that the Company shall issue
the certificate(s) in the names of the Participant and his spouse if the Participant so
elects before the first day of the month next following his Separation from Service.






	5.02	 	Payment Upon Death of Participant.
	 
	 	 	If a Participant dies before he receives his benefit in accordance with Section 5.01, his
vested Account shall be paid to the Participant’s Beneficiary in one lump sum, in Shares and
cash, as provided in Section 5.01(b). Such distribution shall be made on the first day of
the month next following the date of the Participant’s death. The certificates for the
Shares (if any) shall be issued in the name of the Beneficiary.
	 
	5.03	 	Administrative Acceleration or Delay of Payment.
	 
	 	 	A payment is treated as being made on the date when it is due under the Plan if the payment
is made (a) no earlier than thirty (30) days before the due date specified by the Plan or
(b) on a date later than the due date specified by the Plan that is either (1) in the same
Plan Year (for a payment whose specified due date is on or before September 30) or (2) by
the fifteenth (15th) day of the third calendar month following the date specified by the
Plan (for a payment whose specified due date is on or after October 1).
	 
	5.04	 	Withholding.
	 
	 	 	The Company shall withhold from any payment made pursuant to this Plan any taxes the Company
reasonably believes are required to be withheld from such payments under local, state, or
federal law. To the extent permitted by law, the Company shall be entitled, at its option,
to (a) deduct and withhold such amounts from any cash payment to be made by the Company to
the Participant or such other person with respect to whom such withholding may arise; (b)
require the Participant (or such other person) to make payment to the Company in such amount
as is required to be withheld; or (c) retain and withhold the number of Shares that would
otherwise be distributed from the Participant’s Account as shall have a fair market value,
determined as of the date on which such withholding requirement arises, equal to the amount
that is required to be withheld,





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	 	 	either sell such Shares or place the Shares in the Company’s Treasury account, and apply the
proceeds from the Shares to meet the withholding requirement.
	 
	5.05	 	Payment to Guardian.
	 
	 	 	If a Plan benefit is payable to a minor or a person declared incompetent or to a person
incapable of handling the disposition of the property, the Committee may direct payment to
the guardian, legal representative or person having the care and custody of such minor,
incompetent or person. The Committee may require proof of incompetency, minority,
incapacity or guardianship as it may deem appropriate prior to distribution. Such
distribution shall completely discharge the Committee and Company from all liability with
respect to such benefit.
	 
	5.06	 	Effect of Payment.
	 
	 	 	The full payment of the benefit under this Article 5 shall completely discharge all
obligations on the part of the Company to the Participant (and the Participant’s
Beneficiary) with respect to the operation of this Plan, and the Participant’s (and
Participant’s Beneficiary’s) rights under this Plan shall terminate.





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ARTICLE 6. BENEFICIARY DESIGNATION





	6.01	 	Beneficiary Designation.
	 
	 	 	Each Participant shall have the right, at any time, to designate one (1) or more persons or
entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan
shall be paid in the event of the Participant’s death prior to complete distribution of the
Participant’s Account. Each Beneficiary designation shall be in a written form prescribed
by the Committee and shall be effective only if filed with the Committee during the
Participant’s lifetime.
	 
	6.02	 	Changing Beneficiary.
	 
	 	 	Any Beneficiary designation may be changed without the consent of the previously named
Beneficiary by the filing of a new Beneficiary designation with the Committee.
	 
	6.03	 	No Beneficiary Designation.
	 
	 	 	If any Participant fails to designate a Beneficiary in the manner provided above, if the
designation is void, or if the Beneficiary designated by a deceased Participant dies before
the Participant or before complete distribution of the Participant’s benefits, the
Participant’s Beneficiary shall be the person in the first of the following classes in which
there is a survivor:






	 	(a)	 	the Participant’s surviving spouse;
	 
	 	(b)	 	the Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves surviving issue, then such issue shall take by
right of representation the share the deceased child would have taken if living; or
	 
	 	(c)	 	the Participant’s estate.





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ARTICLE 7. ADMINISTRATION





	7.01	 	Committee Duties.
	 
	 	 	This Plan shall be administered by the Committee, which shall consist of not less than three
(3) persons, who may also be Participants in this Plan, and are named as the initial
Committee in this Plan or as subsequently appointed by the Board or its delegee. The
Committee shall have the full discretionary authority to (a) make, amend, interpret and
enforce all appropriate rules and regulations for the administration of the Plan and decide
or resolve any and all questions, including interpretations of the Plan, as they may arise
in such administration, and (b) establish and maintain an investment policy for the Plan,
select appropriate investment options to implement the investment policy, monitor the
performance of such investment options, and change the selection of investment options from
time to time in a manner consistent with the objectives of the investment policy. A
Committee member who is also a Participant in this Plan shall be prohibited from voting on
any matter which may, in the opinion of the balance of the Committee, directly affect the
Committee member’s individual rights or benefits under this Plan. A majority vote of the
Committee members permitted to vote shall control any decision.
	 
	7.02	 	Agents.
	 
	 	 	The Committee may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with counsel who may be counsel to
the Company.
	 
	7.03	 	Binding Effect of Decisions.
	 
	 	 	The decision or action of the Committee with respect to any question arising out of or in
connection with the administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final, conclusive and binding upon all
persons having any interest in the Plan.
	 
	7.04	 	Indemnity of Committee.
	 
	 	 	The Company shall indemnify and hold harmless each member of the Committee from any and all
claims, losses, damages, expenses (including counsel fees) and liability (including any
amounts paid in settlement of any claim or any other matter with the consent of the Board)
arising from any act or omission of such member, except when the same is due to gross
negligence or willful misconduct.





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ARTICLE 8. CLAIMS PROCEDURE





	8.01	 	Claim.
	 
	 	 	Any person or entity claiming a benefit, requesting an interpretation or ruling under the
Plan (hereinafter referred to as “Claimant”), or requesting information under the Plan shall
present the request in writing to the Corporate Human Resources Department, which shall
respond in writing as soon as practical, but not later than ninety (90) days after receipt
of the claim, unless the Corporate Human Resources Department notifies the Claimant that
special circumstances require an additional period of time (not to exceed 90 days) to review
the claim properly.
	 
	8.02	 	Denial of Claim.
	 
	 	 	If the claim or request is denied, the written notice of denial shall state:






	 	(a)	 	the reasons for denial, with specific reference to the Plan provisions on which
the denial is based;
	 
	 	(b)	 	a description of any additional material or information required and an
explanation of why it is necessary; and
	 
	 	(c)	 	an explanation of the Plan’s claim review procedure, including a statement of
the Claimant’s right to bring a civil action under section 502(a) of ERISA if the claim
denial is denied (in whole or in part) on appeal.






	8.03	 	Review of Claim.
	 
	 	 	Any Claimant whose claim or request is denied or who has not received a response within the
time limits set forth above may request a review by notice given in writing to the
Committee. Such request must be made within sixty (60) days after receipt by the Claimant
of the written notice of denial, or, in the event Claimant has not received a timely
response, within 60 days after the date the Corporate Human Resources Department was
required to respond to the claim under Section 8.01. The claim or request shall be reviewed
by the Committee which may, but shall not be required to, grant the Claimant a hearing. On
review, the claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.
	 
	8.04	 	Final Decision.
	 
	 	 	The decision on review shall normally be made within sixty (60) days after the Committee’s
receipt of claimant’s claim or request. If an extension of time is required for a hearing
or other special circumstances, the Claimant shall be notified and the time limit shall be
one hundred twenty (120) days. The decision shall be in writing and shall state the reasons
and the relevant Plan provisions. All decisions on review shall be final and bind all
parties concerned.





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ARTICLE 9. AMENDMENT AND TERMINATION OF PLAN





	9.01	 	Amendment.
	 
	 	 	The Board, by written resolution, shall have the right to amend or modify the Plan at any
time in any manner whatsoever; provided, however, that no amendment shall operate to reduce
the amount accrued in any Account at the time the amendment is adopted. In addition, the
Committee may make all technical, administrative, regulatory and compliance amendments to
the Plan, and any other amendment that will not significantly increase the cost of the Plan
to the Company, as the Administrator shall deem necessary or appropriate.
	 
	9.02	 	Company’s Right to Terminate.
	 
	 	 	Continuance of the Plan is completely voluntary and is not assumed as a contractual
obligation of the Company. The Board, by written resolution, shall have the right at any
time to discontinue the Plan; provided, however, that the termination shall not operate to
reduce the amount accrued in any Account as of the date the termination is approved.





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ARTICLE 10. MISCELLANEOUS





	10.01	 	Hypothetical Accounts.
	 
	 	 	Each account and investment established under the Plan shall be hypothetical in nature and
shall be maintained for bookkeeping purposes only. The accounts established under the Plan
shall hold no actual funds or assets. Any liability of the Company to any Participant,
former Participant, or Beneficiary with respect to a right to payment shall be based solely
upon contractual obligations created by the Plan. Neither the Company, the Board, nor any
other person shall be deemed to be a trustee of any amounts to be paid under the Plan.
Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create
or be construed to create a trust of any kind, or a fiduciary relationship, between or among
the Company, a Participant, or any other person.
	 
	10.02	 	Company Obligation.
	 
	 	 	The Company shall not be required to fund any obligations under the Plan. Except as
provided in Section 10.03, any assets that may be accumulated by the Company to meet its
obligations under the Plan shall for all purposes be part of the general assets of the
Company. To the extent that any Participant or Beneficiary acquires a right to receive
payments under the Plan for which the Company is liable, such rights shall be no greater
than the rights of any unsecured general creditor of the Company.
	 
	10.03	 	Trust Fund.
	 
	 	 	The Company shall be responsible for the payment of all benefits provided under the Plan.
Before a Change in Control, at its discretion, the Company may establish one (1) or more
trusts, with such trustees as the Committee may approve, for the purpose of assisting in the
payment of such benefits. Following a Change in Control, the Company shall establish one
(1) or more trusts, with such trustees as the Committee may approve, for the purpose of
assisting in the payment of such benefits, and shall fund such trust with the full amount
necessary to pay all benefits that are reasonably expected to be payable under the Plan.
If, as a result of a Change in Control, Shares will no longer exist, the Committee may, in
its sole discretion, allocate the value of each Participant’s Shares to an alternative
investment fund. Although such a trust shall be irrevocable, its assets shall be held for
payment of all of the Company’s general creditors in the event of insolvency and shall not
be located or transferred outside the United States. To the extent any benefits provided
under the Plan are paid from any such trust, the Company shall have no further obligation to
pay them. If not paid from the trust, such benefits shall remain the obligation of Company.
No assets of the trust or the Company shall become restricted to provide benefits under the
Plan in connection with a change in the Company’s financial health.
	 
	10.04	 	Nonassignability.
	 
	 	 	Neither a Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or
convey in advance of actual receipt the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to actual payment, be subject
to seizure or sequestration for the payment of any debts, judgments, alimony or





AMETEK, Inc. Supplemental Executive Retirement Plan





Page 14









 









	 	 	separate maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant’s or any other person’s bankruptcy or
insolvency, except that the Committee may recognize a domestic relations order in accordance
with procedures that it may establish for this purpose.
	 
	10.05	 	Not a Contract of Employment.
	 
	 	 	This Plan shall not constitute a contract of employment between Company and the Participant.
Nothing in this Plan shall give a Participant the right to be retained in the service of
Company or to interfere with the right of the Company to discipline or discharge a
Participant at any time.
	 
	10.06	 	Governing Law.
	 
	 	 	The Plan shall be construed and enforced in accordance with applicable federal law and, to
the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania
(without regard to the legislative or judicial conflict of laws rules of any state or other
jurisdiction).
	 
	10.07	 	Severability.
	 
	 	 	If any provision of this Plan is held unenforceable, the remainder of the Plan shall
continue in full force and effect without regard to such unenforceable provision and shall
be applied as though the unenforceable provision were not contained in the Plan. In
addition, if any provision of the Plan shall be found to violate section 409A of the Code or
otherwise result in benefits under the Plan being subject to income tax prior to
distribution, such provision shall be void and unenforceable, and the Plan shall be
administered without regard to such provision.
	 
	10.08	 	Headings.
	 
	 	 	Headings are inserted in this Plan for convenience of reference only and are to be ignored
in the construction of the provisions of the Plan.
	 
	10.09	 	Notice.
	 
	 	 	Any notice required or permitted under the Plan shall be sufficient if in writing and hand
delivered or sent by registered mail, certified mail, or reputable overnight delivery
service. Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail or overnight delivery, as of the date shown on the postmark on the receipt for
registration or certification or on the records of the overnight delivery company. Mailed
notice to the Committee shall be directed to the Company’s address. Mailed notice to a
Participant or Beneficiary shall be directed to the individual’s last known address in
Company’s records.
	 
	10.10	 	Successors.
	 
	 	 	The provisions of this Plan shall bind and inure to the benefit of Company and its
successors and assigns. The term successors as used herein shall include any corporate or
other business entity which shall, whether by merger, consolidation,





AMETEK, Inc. Supplemental Executive Retirement Plan




Page 15









 






	 	 	 	purchase or otherwise acquire all or substantially all of the business and assets of
Company, and successors of any such corporation or other business entity.





     IN WITNESS WHEREOF, and as evidence of the adoption of this Plan by the Company, AMETEK, Inc. has
executed the same this
24thday of October, 2007.



	 	 	 	 	 	 	 
	 	 	AMETEK, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	/s/ Henry J. Policare	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Henry J. Policare	 	 
	 
	 	 	 	 	 	 
	 

	 	DATE:	 	11/1/07	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ATTEST	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	Kathryn E. Sena	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Corporate Secretary
	 	 






AMETEK, Inc. Supplemental Executive Retirement Plan





Page 16









 








Appendix A



The following Plan provisions apply only to amounts earned and vested (within the meaning of
Section 409A of the Code) before January 1, 2005, and any earnings on such amounts (“Grandfathered
Amounts”). Amounts earned and vested after December 31, 2004, and any earnings thereon, are
subject to the provisions of the Plan as amended and restated, effective January 1, 2005, or any
subsequent amendment and restatement of the Plan.



The purpose of this Appendix A is to preserve the terms of the Plan that govern Grandfathered
Amounts, and to prevent the Grandfathered Amounts from becoming subject to Section 409A of the
Code. No amendment to this Appendix A that would constitute a “material modification” for purposes
of Section 409A shall be effective unless the amending instrument specifically provides that it is
intended to materially modify this Appendix A and to cause the Grandfathered Amounts to become
subject to Section 409A of the Code.



Although this Appendix A is intended to prevent the Grandfathered Amounts from being subject to
Section 409A, neither the Company nor any Employer (nor any representative of the Company) shall be
liable for any adverse tax consequence suffered by a Participant or Beneficiary if a Grandfathered
Amount becomes subject to Section 409A.




AMETEK, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




     In recognition of the valuable services provided to AMETEK, Inc. (“AMETEK”) by its executive
employees, the Board of Directors wishes to provide additional retirement benefits to those
individuals whose benefits under certain of the retirement plans maintained for employees of AMETEK
or its subsidiaries are restricted by the provisions of the Internal Revenue Code of 1986, as
amended. It is the intent of the Company to provide these benefits under the terns and conditions
hereinafter set forth. This Plan is intended to be a non-qualified supplemental retirement plan
which is unfunded and maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees of the Company, pursuant to Sections
201,301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and,
as such, to be exempt from the provisions of Parts II, III and IV of Title I of ERISA.



ARTICLE 1. DEFINITIONS





	1.01	 	“Account” means a bookkeeping account established pursuant to Section 3.5 which reflects the
amount standing to the credit of the Participant under the Plan.
	 
	1.02	 	“Administrator” means a committee consisting of AMETEK’s Chief Executive Officer, Chief
Financial Officer and Corporate Counsel or such person or persons appointed by the Board, who
shall administer the Plan.
	 
	1.03	 	“Beneficiary” means the person or persons designated by the Participant in writing, in the
manner specified by the Administrator, to receive the Participant’s Supplemental Benefit due
under the Plan in the event of the Participant’s death as provided in Section 4.2.





AMETEK, Inc. Supplemental Executive Retirement Plan









Appendix A Page 1 









 












	1.04	 	“Board” means the Board of Directors of AMETEK
	 
	1.05	 	“Code” means the Internal Revenue Code of 1986, as amended
	 
	1.06	 	“Company” means AMETEK and each of its subsidiaries designated by the Board, which has
elected to cover its Employees hereunder by resolution of its board of directors.
	 
	1.07	 	“Compensation” means compensation as defined in a Retirement Plan for purposes of determining
a Participant’s accrued benefit, after reduction by the amount of the Compensation Limit, but
taking into account the amount of any severance benefits (except a lump sum) and bonuses
accrued for a Participant for any Plan Year whether or not any such compensation is deferred
under a deferral plan of the Company
	 
	1.08	 	“Compensation Limit” means the amount of Compensation that may be taken into account under a
Retirement Plan by reason of the provisions of Section 401(a)(17) of the Code.
	 
	1.09	 	“Effective Date” means May 1, 1997.
	 
	1.10	 	“Employee” means any individual employed by the Company on the Effective Date or thereafter
in an executive capacity on a regular, full-time basis and who is a member of a select group
of management or highly compensated employees within the meaning of Sections 201, 301 and 401
of ERISA. Individuals employed by the Company in a casual or temporary capacity
(i.e., those hired for a specific job of limited duration) and individuals
characterized as “leased employees,” within the meaning of Section 414 of the Code, or persons
characterized by the Company as “independent contractors,” no matter how characterized by the
Internal Revenue Service, other governmental agency or a court, shall not be considered
“Employees” for the purposes of the Plan. Any change of characterization of an individual
shall, unless determined otherwise by the Board, take effect on the actual date of such change
without regard to any retroactive recharacterization.
	 
	1.11	 	“Participant” means any Employee who satisfies the eligibility requirements set forth in
Article 2. In the event of the death or incompetency of a Participant, the term shall mean
the Participant’s personal representative or guardian.
	 
	1.12	 	“Plan” means the AMETEK, Inc. Supplemental Executive Retirement Plan as set forth herein and
as it may be amended from time to time.
	 
	1.13	 	“Plan Year” means the period commencing on January 1, 1997 and ending on December 31, 1997
and each calendar year thereafter.
	 
	1.14	 	“Retirement Plan” means the Employees’ Retirement Plan of AMETEK, Inc., the Employees’
Retirement Plan of AMETEK Aerospace Products, Inc., the Specialty Metal Products Division of
AMETEK Employees’ Pension Plan or the Retirement Feature of The AMETEK, Inc. Savings and
Investment Plan, either collectively or individually, as required by the context.
	 
	1.15	 	“Separates from Employment” means the Employee’s termination of employment from the Company
for any reason Except as otherwise provided herein, a Separation from





AMETEK, Inc. Supplemental Executive Retirement Plan









Appendix A Page 2 









 












	 	 	Employment shall be deemed to have occurred on the last day of the Employee’s service to the
Company but taking into account any compensation continuation arrangement or severance benefit
arrangement that may be applicable.
	 
	1.16	 	“Shares” means shares of common stock of AMETEK, par value $.01 per share.
	 
	1.17	 	“Supplemental Benefit” means a supplemental retirement benefit calculated under Article 3 as
of any date of reference.





ARTICLE 2. ELIGIBILITY





	2.01	 	Any Employee on the Effective Date whose compensation from the Company is (i) in excess of
the limitation imposed by Code Section 401(a)(17) or (ii) not fully taken into account in
determining the Employee’s benefit under a Retirement Plan by reason of the rules imposed
under Code Section 401(a)(4), shall be a Participant in the Plan so long as the Employee is
participating in a Retirement Plan or would be so eligible if the Employee had sufficient
service.
	 
	2.02	 	An Employee who becomes a participant in a Retirement Plan after the Effective Date, or would
be so eligible if the Employee had sufficient service, shall become a Participant in the Plan
on such future date as the provisions of Section 2.1 apply to the Employee.





ARTICLE 3. SUPPLEMENTAL BENEFIT





	3.01	 	The Supplemental Benefit of a Participant shall consist of the sum of the contribution
credits to a Participant’s Account as determined under Section 3.2 and the deemed income and
appreciation (or depreciation) attributable to such contribution credits as determined under
Section 3.3.
	 
	3.02	 	(a) For each Plan Year, the Company shall credit to the Account of each Participant an amount
equal to 13% multiplied by the Participant’s Compensation for that Plan Year. Such credit
shall be made as of the last day of the Plan Year if the Participant has not Separated from
Employment during the Plan Year; provided, however, that a credit shall nonetheless be made to
a Participant’s Account if such Separation from Employment occurred on account of death or
retirement under a Retirement Plan or if the Separation from Employment was initiated by the
Company without cause, as determined in accordance with the Company’s personnel policies and,
in any such case, the credit to the Account shall be in cash notwithstanding the provisions of
Section 3.3. Notwithstanding the foregoing, the annual amount credited to the Account of
Walter E. Blankley shall be determined in accordance with subsection (b) of this Section 3.2.






(b) For each Plan Year, the Company shall credit to the Account of Walter E. Blankley
(“Blankley”) an amount equal to 13% multiplied by the portion of his Compensation for that
Plan Year that is not being taken into account in calculating his benefit under the
Supplemental Retirement Benefit Agreement between Blankley and the Company, dated May 21,
1991 either because (i) it exceeds the 6% compensation growth limit included in such
agreement; or (ii) the actual Compensation Limit differs from the Compensation Limit as
projected in such agreement.



AMETEK, Inc. Supplemental Executive Retirement Plan




Appendix A Page 3 









 









(c) For an Employee who becomes a Participant on the Effective Date, a one-time credit shall also
be made to the Participant’s Account equal to the amount shown opposite the Participant’s name
on Schedule A to this Plan, which schedule may be adjusted through December 31, 1997.




	3.03	 	As of the last day of each Plan Year, including December 31, 1997, the amount credited to a
Participant’s Account pursuant to Section 3.2 shall be deemed to be invested in whole and
fractional Shares based on the average closing price of the Shares on the principal exchange
on which the Shares are traded for the first 10 trading days of December preceding the deemed
investment. As of the last day of each subsequent Plan Year, the amounts credited to the
Participant’s Account under Section 3.2 shall be adjusted by the appreciation or depreciation
in the value of the Shares, as measured by the closing price of the Shares on the last
business day of such Plan Year. Deemed dividends on the Shares allocated to a Participant’s
Account shall be credited to a Participant’s Account during a Plan Year when dividends are
actually paid on Shares and shall be deemed to be invested in additional Shares on the last
business day of such Plan Year based on the closing price of the Shares on the principal
exchange on which the Shares are traded for the first 10 trading days of December preceding
the deemed investment.
	 
	3.04	 	A Participant’s right to a Supplemental Benefit shall be non-forfeitable at the same time as
the Participant’s right to an accrued benefit is non-forfeitable in accordance with the terms
of the applicable Retirement Plan. No Participant shall receive a Supplemental Benefit under
the Plan unless that Participant is entitled to a vested benefit under a Retirement Plan.
	 
	3.05	 	The Administrator shall cause the Company to create and maintain on its books an Account for
each Participant to which it shall credit amounts required by Sections 3.2 and 3.3.





ARTICLE 4. DISTRIBUTION OF SUPPLEMENTAL BENEFIT





	4.01	 	A Participant’s non-forfeitable Supplemental Benefit shall be paid in one lump sum, in Shares
(except any cash credits to the Participant’s Account in accordance with the proviso in
Section 3.2(a) or as a result of dividends credited to the Participant’s Account but not yet
deemed invested in Shares shall also be distributed). Such distribution shall be made within
30 days after the date of the Participant’s Separation from Employment. A Participant shall
file a written notice with the Administrator to receive the Supplemental Benefit due pursuant
to the terms of Article 3 hereof in the manner provided by the Administrator.
	 
	4.02	 	If a Participant with a non-forfeitable right to a Supplemental Benefit dies before receiving
such Supplemental Benefit, the Participant’s Beneficiary shall receive the Participant’s
vested Supplemental Benefit in one lump sum, in Shares and cash, as provided in Section 4.1.
Such distribution shall be made within 30 days after the date of the Participant’s death.





ARTICLE 5. FUNDING




AMETEK, Inc. Supplemental Executive Retirement Plan




Appendix A Page 4 









 









	5.01	 	The Board may, but shall not be required to, authorize the establishment of a trust by the
Company to serve as the funding vehicle for the benefits described herein. In any event, the
Company’s obligations hereunder shall constitute a general, unsecured obligation, payable
solely out of its general assets, and no Participant shall have any right to any specific
assets of the Company.





ARTICLE 6. ADMINISTRATION AND DISCRETIONARY DUTIES





	6.01	 	The Administrator shall have full power and authority to interpret and administer this Plan
and to make factual determinations and the Administrator’s actions in doing so shall be final,
conclusive and binding on all persons interested in the Plan. The Administrator may from time
to time adopt rules and regulations governing this Plan.
	 
	6.02	 	The Administrator may designate other persons to carry out such of the responsibilities
hereunder for the operating and administration of the Plan as the Administrator deems
advisable and delegate to the persons so designated such of the powers as the Administrator
deems necessary to carry out such responsibilities. Such designation and delegation shall be
subject to such terms and conditions as the Administrator deems necessary or proper. Any
action or determination made or taken in carrying out responsibilities hereunder by the
persons so designated by the Administrator shall have the same force and effect for all
purposes as if such action or determinations had been made or taken by the Administrator.
	 
	6.03	 	All expenses incurred by the Administrator in the operation and administration of the Plan
shall be paid by the Company. The Administrator shall receive no compensation solely for
services in carrying out any responsibility under the Plan.
	 
	6.04	 	The Administrator shall use ordinary care and diligence in the performance of its duties.
The Company shall indemnify and defend the Administrator against any and all claims, loss,
damages, expense (including reasonable counsel fees), and liability arising from any action or
failure to act, except when the same is due to the gross negligence or willful misconduct of
the Administrator.
	 
	6.05	 	Any action required of the Company or the Board under the Plan, or made by the Administrator
acting on their behalf, shall be made in the Company’s, the Board’s or the Administrator’s
sole discretion, not in a fiduciary capacity and need not be uniformly applied to similarly
situated persons. Any such action shall be final, conclusive and binding on all persons
interested in the Plan.





ARTICLE 7. AMENDMENT





	7.01	 	The Board, by written resolution, shall have the right to amend or modify the Plan at any
time in any manner whatsoever; provided, however, that no amendment shall operate to reduce a
Participant’s Supplemental Benefit for any Participant who is participating in the Plan nor
the payment due to a terminated Participant or surviving Spouse at the time the amendment is
adopted. In addition, the Administrator may make all technical, administrative, regulatory
and compliance amendments to the Plan, and any other amendment that will not significantly
increase the cost of the Plan to the Company, as the Administrator shall deem necessary or
appropriate.





AMETEK, Inc. Supplemental Executive Retirement Plan




Appendix A Page 5 









 








ARTICLE 8. TERMINATION





	8.01	 	Continuance of the Plan is completely voluntary and is not assumed as a contractual
obligation of the Company. The Board, by written resolution, shall have the right at any time
to discontinue the Plan; provided, however, that the termination shall not operate to reduce
the Supplemental Benefit for any Participant who is participating in the Plan nor the payment
due to a terminated Participant or surviving Spouse at the time the termination is approved.





ARTICLE 9. MISCELLANEOUS





	9.01	 	Nothing contained herein (i) shall be deemed to exclude a Participant from any compensation,
bonus, pension, insurance, severance pay or other benefit to which he otherwise is or might
become entitled to as an Employee or (ii) shall be construed as conferring upon an Employee
the right to continue in the employ of the Company as an executive or in any other capacity.
	 
	9.02	 	Any amounts payable by the Company hereunder shall not be deemed salary or other compensation
to a Participant for the purposes of computing benefits to which the Participant may be
entitled under any other arrangement established by the Company for its Employees.
	 
	9.03	 	The rights and obligations created hereunder shall be binding on a Participant’s heirs,
executors and administrators and on the successors and assigns of the Company.
	 
	9.04	 	The Plan shall be construed in accordance with and governed by the laws of the Commonwealth
of Pennsylvania.
	 
	9.05	 	The rights of any Participant under this Plan are personal and may not be assigned,
transferred, pledged or encumbered. Any attempt to do so shall be void. In addition, a
Participant’s rights hereunder are not subject, in any manner, to attachment or garnishment by
creditors of the Participant or the Participant’s spouse.
	 
	9.06	 	Neither the Company nor any member of the Board or the Administrator shall be responsible or
liable in any manner to any Participant or any person claiming through the Participant for any
benefit or action taken or omitted in connection with the granting of benefits, the
continuation of benefits or the interpretation and administration of this Plan.
	 
	9.07	 	This Plan sets forth the entire understanding between the parties hereto with respect to the
subject matter hereof and cannot be changed, modified, extended or terminated except as
provided in Articles 7 and 8.





ARTICLE 10. CLAIMS PROCEDURE





	10.01	 	Each Participant or spouse believing himself or herself eligible for a Supplemental Benefit
under the Plan shall apply for such benefits by completing and filing with the Administrator
an application for benefits on a form supplied by the Administrator. In the event that my
claim for benefits is denied in whole or in part, the Participant or spouse whose claim has
been so denied shall be notified of such denial in writing by the





AMETEK, Inc. Supplemental Executive Retirement Plan




Appendix A Page 6 









 









Administrator. The notice advising of the denial shall specify the reason or reasons for
denial, make specific reference to pertinent Plan provisions, describe any additional
material or information necessary for the claimant to perfect the claim (explaining why such
material or information is needed), and shall advise the Participant or Spouse of the
procedure for the appeal of such denial. All appeals shall be made by the following
procedure:




	 	(a)	 	The Participant or spouse whose claim has been denied shall file with the
Administrator a notice of desire to appeal the denial. Such notice shall be filed
within 60 days of notification by the Administrator of claim denial, shall be made in
writing, and shall set forth all of the facts upon which the appeal is based. Appeals
not timely filed shall be barred.
	 
	 	(b)	 	The Administrator shall consider the merits of the claimant’s written
presentations, the merits of any facts or evidence in support of the denial of
benefits, and such other facts and circumstances as the Administrator shall deem
relevant.
	 
	 	(c)	 	The Administrator shall ordinarily render a determination upon the appealed
claim within 60 days after receipt which determination shall be accompanied by a
written statement as to the reasons therefore. However, in special circumstances the
Administrator may extend the response period for up to an additional 60 days, in which
event it shall notify the claimant in writing prior to commencement of the extension.
The determination so rendered shall be binding upon all parties.





               IN WITNESS WHEREOF, and as evidence of the adoption of this Plan by the Company, AMETEK, Inc.
has executed the same this 8th day of July 1997.



	 	 	 	 	 
	 	AMETEK, Inc.

 	 
	 	By:  	   Walter E. Blankley
 	 
	 	 	Chairman and 	 
	 	 	Chief Executive Officer 	 
	 



ATTEST 





By: Donna F. Winquist




AMETEK, Inc. Supplemental Executive Retirement Plan




Appendix A Page 7 









 








	 	 	 
	TO:

	 	Frank S. Hermance, John J. Molinelli
	FROM:

	 	Kathryn E. Londra
	SUBJECT:

	 	Delegation of Authority
	DATE:

	 	January 10, 2002
	c:

	 	D. Winquist, J. Weaver, I. Smalls, B. Oster, P. Grubb, J. Boyle





Pursuant to a resolution by the Board of Directors on March 29, 2000, the Corporation’s Chief
Executive Officer and Chief Financial Officer, jointly, have the authority to act on behalf of the
Corporation with regard to amendments and other actions affecting the Corporation’s qualified
retirement plans (defined benefit and defined contribution) and welfare benefit plans, and also
affecting its executive compensation plans existing on March 29, 2000 (not including the
Corporation’s Additional Compensation Plan or Stock Option Plans).



In accordance with this delegation of authority we request approval for the following:





	1)	 	Amendment No. 3 -AMETEK. Inc. Supplemental Executive Retirement Plan
	 
	 	 	If, with respect to the distribution of a Participant’s Supplemental Benefit, the Company
shall be required to withhold amounts under applicable federal, state or local tax laws,
rules or regulations, the Company shall be entitled, at its option, to (i) deduct and
withhold such amounts from any cash payment to be made by the Company to the Participant or
to such other person with respect to whom such withholding may arise, (ii) require the
Participant (or such other person) to make payment to the Company in such amount as is
required to be withheld; or (iii) retain and withhold such number of Shares subject to the
Supplemental Benefit as shall have a fair market value, valued on the date on which such
withholding requirement arises, equal to such amount as is required to be withheld, in which
event the Company shall sell such Shares, or place such Shares in its Treasury account, and
apply the proceeds thereof to meet its withholding requirement.





Approvals;




	 	 	 
	Frank S. Hermance

	 	Date 01/10/02
	Chairman and
	 	 
	Chief Executive Officer
	 	 
	 
	 	 
	John J. Molinelli

	 	Date 01/10/02
	Executive Vice President -

Chief Financial Officer
	 	 






 









 





SCHEDULE A




	 	 	 	 	 
	 	 	ONE-TIME MAKE-UP
	NAME	 	CONTRIBUTION
	BLANKLEY, WALTER E,.
	 	$	193,897	 
	CAVIN, DOYLE K.
	 	 	25,004	 
	CHLEBEK, ROBERT W.
	 	 	0	 
	CLEARY, WILLIAM F.
	 	 	2,105	 
	DUDLEY, FRED L.
	 	 	16,031	 
	GOODRICH, PHILIP A.
	 	 	0	 
	HABEGGER, RICHARD J.
	 	 	23,821	 
	HARRIS, ROBERT W.
	 	 	23,902	 
	HERMANCE, FRANK S.
	 	 	140,804	 
	KNAUF, EDMUND R.
	 	 	1,009	 
	KNUDSON, KNUTE S.
	 	 	2,870	 
	KRAMER, EDWARD G.
	 	 	31,459	 
	MANGOLD JR., THOMAS F.
	 	 	19,004	 
	MARSINEK, GEORGE E.
	 	 	120,892	 
	MOLINELLI, JOHN J.
	 	 	68,219	 
	NEUPAVER, ALBERT J.
	 	 	61,488	 
	PARATO, VITO J.
	 	 	20,474	 
	PORTER, JOHN H.
	 	 	18,296	 
	RICKETTS, JOSEPH H.
	 	 	16,184	 
	SAUNDERS, DEIRDRE D.
	 	 	1,566	 
	SMITH, ROGER A.
	 	 	2,843	 
	SMITH, RONALD W
	 	 	4,056	 
	WINQUIST, DONNA F.
	 	 	1,300