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                                                                    EXHIBIT 10.2

                           EMPLOYEES' RETIREMENT PLAN
                                 OF AMETEK, INC.
                 Amended and Restated Effective January 1, 2002

         WHEREAS, effective December 29, 1942, the Employees' Retirement Plan of
AMETEK, Inc. (hereinafter referred to as the "Plan"), was established by AMETEK,
Inc. (hereinafter the "Company");

         WHEREAS, Section 9.2 of the Plan provides that the Company may amend
the Plan at any time, or from time to time;

         WHEREAS, the Plan has been amended from time to time, most recently,
effective January 1, 2001, to comply with the requirements of the Retirement
Protection Act of 1994, the Uniformed Services Employment and Reemployment
Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer
Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of
1998, the Community Renewal Tax Relief Act of 2000, and certain provisions of
the Economic Growth and Tax Relief Reconciliation Act of 2001;

         WHEREAS, the Company desires to amend and restate the Plan in its
entirety to revise the Plan to reflect changes made by applicable labor
agreements and to comply with the requirements of recent law.

         NOW, THEREFORE, the Plan is hereby restated as follows:

         FIRST: The Plan is hereby restated to read in its entirety as set forth
herein, effective January 1, 2002, except as otherwise specified herein. To the
extent that an earlier effective date of a Plan provision is required by
applicable law, the provision shall be effective as of such earlier date.
Otherwise, the provisions of the Plan, as restated, shall apply only to an
Employee who performs an hour of service on or after January 1, 2002.

         SECOND: The provisions of the Plan as heretofore in effect shall
continue to be applicable to all persons who retired or otherwise terminated
their employment prior to January 1, 2002.

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                                TABLE OF CONTENTS

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<S>                                                                                           <C>
ARTICLE I DEFINITIONS AND CONSTRUCTION....................................................     1

ARTICLE II PARTICIPATION..................................................................    12

2.1.     Participation as of January 1, 2001..............................................    12

2.2.     Other Employees..................................................................    12

2.3.     Employees Not Eligible to Participate............................................    12

2.4.     Participation - One Year Period of Service.......................................    12

2.5.     Transfer of Employment...........................................................    13

2.6.     Termination of Participation.....................................................    13

2.7.     Participant Information..........................................................    13

ARTICLE III SERVICE.......................................................................    14

         3.1.     Credited Service........................................................    14

         3.2.     Severance From Service Date.............................................    14

         3.3.     Absence of Less than Twelve Months......................................    15

         3.4.     Absence of More than Twelve Months......................................    15

         3.5.     One Year Period of Severance - Credit for Prior Service.................    15

         3.6.     Credited Service for Certain Absences...................................    16

ARTICLE IV BENEFITS.......................................................................    17

4.1.     Normal Retirement Pension........................................................    17

4.2.     Early Retirement Pension.........................................................    17

4.3.     Disability Retirement Pension....................................................    18

4.4.     Deferred Vested Pension..........................................................    19

4.5.     Death Benefits...................................................................    20

4.6.     Limitation on Benefits...........................................................    23

4.7.     Participant Information..........................................................    27

4.8.     Qualified Domestic Relations Orders..............................................    27

ARTICLE V PAYMENT OF BENEFITS.............................................................    28

         5.1.     Married Participants....................................................    28

         5.2.     Unmarried Participants..................................................    30

         5.3.     Optional Forms of Payment...............................................    30

         5.4.     Suspension of Benefits..................................................    32

         5.5.     Accruals While Benefits Are In Pay Status...............................    34
</TABLE>

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<TABLE>
<S>                                                                                           <C>
         5.6.     Direct Rollovers........................................................    35

         5.7.     Application for Benefits................................................    36

         5.8.     Beneficiary Designation.................................................    36

         5.9.     Incapacity..............................................................    37

         5.10.    Assignment and Alienation...............................................    37

         5.11.    Limitations on Commencement and Duration of Benefit Payments............    38

ARTICLE VI TRANSFER OF EMPLOYMENT.........................................................    40

         6.1.     Definitions.............................................................    40

         6.2.     Transfer of Employment..................................................    40

         6.3.     Subsequent Service as Employee..........................................    41

         6.4.     Additional Limitations..................................................    41

ARTICLE VII CONTRIBUTIONS AND FUNDING.....................................................    43

         7.1.     Contributions...........................................................    43

         7.2.     Assets Held in Trust....................................................    43

         7.3.     No Reversion of Trust Assets............................................    43

         7.4.     Benefits Payable from Trust Fund........................................    43

         7.5.     Forfeitures.............................................................    43

         7.6.     Administrative Expenses.................................................    43

         7.7.     Appointment of Trustee, Actuary and Investment Manager..................    43

         7.8.     Funding Policy..........................................................    44

ARTICLE VIII ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR..............................    45

         8.1.     Administrative Committee................................................    45

         8.2.     Appointment of Committee................................................    45

         8.3.     Removal of Member.......................................................    45

         8.4.     Acceptance of Appointment...............................................    45

         8.5.     Action by Committee.....................................................    45

         8.6.     Employment of Agents....................................................    46

         8.7.     Compensation and Expenses of Committee..................................    46

         8.8.     Committee Powers........................................................    46

         8.9.     Claims for Benefits.....................................................    47

         8.10.    Liability for Contributions.............................................    48

         8.11.    Plan Administrator......................................................    48

         8.12.    Compensation and Expenses of Plan Administrator.........................    49
</TABLE>

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<TABLE>
<S>                                                                                           <C>
         8.13.    Allocation of Duties....................................................    49

         8.14.    Participation of Committee Members and Plan Administrator...............    49

         8.15.    Books and Records.......................................................    49

         8.16.    Fiduciary Standard......................................................    49

         8.17.    Indemnification.........................................................    49

         8.18.    Dispute as to Duties....................................................    50

ARTICLE IX ADOPTION, AMENDMENT, TERMINATION OR TRANSFER OF ASSETS.........................    51

         9.1.     Adoption by Other Companies.............................................    51

         9.2.     Amendment or Termination................................................    51

         9.3.     Termination of Plan.....................................................    51

         9.4.     Withdrawal by Participating Employer....................................    52

         9.5.     Distribution of Benefits Upon Termination...............................    52

         9.6.     Limitation on Benefits..................................................    53

         9.7.     Amendment to Vesting Schedule...........................................    53

         9.8.     Merger of Plan..........................................................    54

ARTICLE X TOP HEAVY PLANS.................................................................    55

         10.1.    Definitions.............................................................    55

         10.2.    Top-Heavy Vesting.......................................................    58

         10.3.    Minimum Benefits........................................................    59

         10.4.    Maximum Benefits........................................................    51

         10.5.    Aggregation of Employers................................................    60

         10.6.    No Suspension of Benefits...............................................    60

ARTICLE XI MISCELLANEOUS..................................................................    61

         11.1.    No Rights Implied.......................................................    61

         11.2.    Exclusive Benefit Rule..................................................    61

         11.3.    Exclusive Benefit.......................................................    61

         11.4.    No Employment Contract..................................................    62

         11.5.    More than One Fiduciary Capacity........................................    62

         11.6.    Governing Law...........................................................    62

         11.7.    Statutory References....................................................    62
</TABLE>

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                                   ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

         The following words and phrases shall have the meanings set forth below
unless the context clearly indicates otherwise:

         1.1.     "Accrued Annual Pension" at Normal Retirement Date (or
projected to Normal Retirement Date) shall mean, with respect to any Participant
or Former Participant, an amount equal to 102% of the sum of:

                  (a)      Thirty-two percent (32%) of the Participant's or
Former Participant's Average Annual Compensation not in excess of his Covered
Compensation, plus forty percent (40%) of his Average Annual Compensation in
excess of his Covered Compensation, with such sum multiplied in the case of a
Participant or Former Participant whose Credited Service is less than 15 years
at Normal Retirement Date (or whose Credited Service at his Normal Retirement
Date shall be less than 15 years if he continues to be an Employee to such date)
by the ratio that the number of years of Credited Service at his Normal
Retirement Date (or the number of years of Credited Service which he would have
at his Normal Retirement Date if he continues to be an Employee until such date)
bears to 15 (but in no event more than one); and

                  (b)      For retirements on and after January 1, 1990,
one-half of one percent (0.5%) of such Participant's or Former Participant's
Average Annual Compensation multiplied by the number of years of Credited
Service at Normal Retirement Date (or the number of years of Credited Service he
shall have at his Normal Retirement Date if he continues to be an Employee until
such date) that are in excess of 15 years but not in excess of 25 years.

If a Participant continues to be an Employee past his Normal Retirement Date,
his Accrued Annual Pension as of his Deferred Retirement Date or Mandatory
Distribution Date shall be recomputed under the preceding sentence (i) by
substituting his Deferred Retirement Date or Mandatory Distribution Date, as the
case may be, for his Normal Retirement Date and (ii) by taking into account all
years of Credited Service through his Deferred Retirement Date or Mandatory
Distribution Date.

If a Participant's or Former Participant's Accrued Annual Pension is being
computed as of a date prior to his Normal Retirement Date, the Accrued Annual
Pension shall be that portion of the amount determined under the first sentence
of this Section 1.1 as the number of years of the Participant's or Former
Participant's Credited Service on his Severance From Service Date bears to the
Credited Service that he shall have had at his Normal Retirement Date if he
continues to be an Employee until such date. In no event shall the Accrued
Annual Pension of any Participant or Former Participant be less than 102% of the
product of $192 multiplied by the number of his years of Credited Service. For
purposes of this Section 1.1 a Participant's or Former Participant's years

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of Credited Service shall include whole years and fractions thereof, as
determined in accordance with Article III.

         Notwithstanding the foregoing, each Section 401(a)(17) Employee's
Accrued Annual Pension under this Plan shall be the greater of the Accrued
Annual Pension determined for the Participant under (c) or (d) below:

                  (c)      The Participant's Accrued Annual Pension determined
in accordance with the terms of the Plan in effect on or after January 1, 1994,
taking into account the Participant's total years of Credited Service; or

                  (d)      The sum of:

                           (i)      The Participant's Accrued Annual Pension as
                                    of December 31, 1993, frozen in accordance
                                    with Section 1.401(a)(4)-(13) of the
                                    Regulations, multiplied by a fraction (not
                                    less than 1) the numerator of which is the
                                    Average Annual Compensation of the
                                    Participant for the Plan Year in which the
                                    determination is being made (as limited by
                                    Section 401(a)(17)), using the same
                                    definition and compensation formula in
                                    effect as of December 31, 1993, and the
                                    denominator of which is the Participant's
                                    Average Annual Compensation as of December
                                    31, 1993, using the definition and
                                    compensation formula in effect as of
                                    December 31, 1993; and

                           (ii)     The Participant's Accrued Annual Pension
                                    determined in accordance with the terms of
                                    the Plan in effect on or after January 1,
                                    1994, taking into account only the
                                    Participant's years of Credited Service
                                    earned on or after January 1, 1994.

         Notwithstanding the foregoing, each section 401(a)(17) Employee's
Accrued Annual Pension under this Plan shall be limited to an amount equal to
the Accrued Annual Pension determined in accordance with the terms of the Plan
applicable to Participants who are not Section 401(a)(17) Employees, and based
on Average Annual Compensation calculated pursuant to the requirements of
Section 401(a)(17) of the Code as in effect as of December 31, 1993.

         A Section 401(a)(17) Employee means an Employee whose current Accrued
Annual Pension as of any determination date on or after January 1, 1994, is
based in whole or in part on compensation for a plan year, prior to January 1,
1994, that exceeded $150,000.

         1.2.     "Actuarial Equivalent" shall mean equality in value of the
aggregate sums to be received under different forms of payment or at different
times, or both, under the Plan, determined using the UP-1984 Mortality Table,
unrated for the Pensioner and set back three years for any co-pensioner, and 8%
interest, compounded annually. Notwithstanding the foregoing, solely for the
purposes of Option 3 of Subsection 5.3(a),

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the Actuarial Equivalent reduced pension shall be equal to the pension benefit
payable pursuant to Article IV divided by 1.02. Notwithstanding the foregoing,
effective December 1, 1996, in the case of a lump sum distribution pursuant to
Section 4.5(d) or an involuntary lump sum payment pursuant to Section 4.4(e),
the single sum present value shall be calculated using the applicable mortality
table promulgated under Code Section 417(e)(3) as in effect on the first day of
the Plan Year and the applicable interest rate promulgated under Code Section
417(e)(3) for the fourth calendar month preceding the first day of the plan
quarter during which the Pension Commencement Date occurs. For distributions
occurring after December 30, 2002, the applicable mortality table shall be the
mortality table specified by the Internal Revenue Service pursuant to Code
Section 417(e)(3)(a)(ii)(I).

         1.3.     "Actuary" shall mean the actuarial firm appointed by the
Company pursuant to Subsection 7.7(b).

         1.4.     "Adjustment Factor" shall mean the cost-of-living adjustment
factor prescribed by the Secretary of the Treasury under Code Section 415(d), as
applied for years beginning after December 31, 1987 and as applied to such items
and in such manner as the Secretary shall provide; provided, however, that such
adjusted dollar limit shall not become effective, for purposes of this Plan, for
years ending prior to the calendar year for which such adjustment is announced.

         1.5.     "Affiliated Company" shall mean any other corporation that is,
along with the Company, a member of a controlled group of corporations (as
defined in Code Section 414(b)); any other trade or business (whether or not
incorporated) which, along with the Company, is under common control (as defined
in Code Section 414(c)), or any other trade or business which is a member of an
"affiliated service group" (as such term is defined in Section 414(m) of the
Code or in regulations under Section 414(o) of the Code) of which the Company is
also a member.

         1.6.     "Average Annual Compensation" shall mean the highest average
annual Compensation paid a Participant by the Employer in any five consecutive
Plan Years during the last ten consecutive Plan Years immediately prior to his
actual date of retirement (in the event of retirement pursuant to Section 4.1 or
Section 4.2), the date of his becoming disabled (in the event of retirement
pursuant to Section 4.3), or the date his service terminates (in the case of a
Participant entitled to a deferred vested pension benefit pursuant to Section
4.4 or 10.2), as the case may be. For purposes of determining Average Annual
Compensation, (i) the year in which a Participant retires, becomes disabled or
terminates, as the case may be, shall be included among the last ten consecutive
Plan Years, and (ii) any Plan Year in which the Participant is paid or entitled
to payment of Compensation for less than nine full calendar months shall be
disregarded and the Plan Years immediately preceding or subsequent to any Plan
Year or series of years which is so disregarded shall be deemed to be
consecutive to each other.

         1.7.     "Beneficiary" shall mean the person or persons designated by a

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Participant or Former Participant in accordance with Section 5.8, as the person
or persons entitled to receive upon his death any benefit under the provisions
of this Plan.

         1.8.     "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

         1.9.     "Committee" shall mean the Employees' Retirement Plan of
AMETEK, Inc. Administrative Committee as appointed and serving pursuant to
Article VIII.

         1.10.    "Company" shall mean AMETEK, Inc., a Delaware corporation, and
any successor corporation or corporations.

         1.1      "Compensation" shall mean an Employee's fixed salary, base
pay, and commissions paid, severance benefits paid (except if paid in lump sum),
bonuses accrued (whether or not paid), overtime paid to the Employee during the
Plan Year in consideration for his personal services actually rendered to the
Employer and settlement awards classified as back pay. Compensation shall not
include awards, gifts, loans, fees, insurance and pension benefits, imputed
income (resulting from the purchase of more than $50,000 of group term life
insurance), personal use of company car, amounts included received by an
Employee in lieu of benefits under the Company's flexible benefits program,
stock or stock options, stock appreciation rights whether distributed in stock
or cash or in kind, lump sum severance benefits and any and all other forms of
deferred benefits; provided, however, that any amount which the Employer may
contribute on behalf of any Employee who is also a participant in the AMETEK
Retirement and Savings Plan or the AMETEK, Inc. Flexible Benefits Plan pursuant
to such Employee's election to reduce his salary and, effective for Plan Years
beginning on or after January 1, 2001, any compensation reduction amounts
pursuant to Section 132(f)(4) of the Code, shall be deemed to be a part of such
Employee's Compensation for purposes of this Plan. Notwithstanding the above,
Compensation for any Plan Year shall not exceed the dollar limitation applicable
under Section 401(a)(17) of the Code (effective January 1, 2002, $200,000) as
adjusted in accordance with Code section 401(a)(17)(B) (the "Section 401(a)(17)
Compensation Limit"). Except as provided below, the Section 401(a)(17)
Compensation Limit in effect for a calendar year applies to any period, not
exceeding 12 months, over which Compensation is determined (the "determination
period") and which begins in such calendar year.

         For purposes of determining the Compensation of an Employee who
completes an Hour of Service on or after January 1, 2002, the Section 401(a)(17)
Compensation Limit for any determination period beginning before January 1, 2002
shall be the Section 401(a)(17) Compensation Limit for the 2002 calendar year
($200,000). If a determination period consists of fewer than 12 months, the
Section 401(a)(17) Compensation Limit shall be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12.

         1.11.    "Covered Compensation" for a Plan Year, with respect to any
Participant or Former Participant, shall mean the average (without indexing
subsequent to his last

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Severance From Service Date) of the taxable wage bases in effect for each
calendar year during the 35-year period ending with the last day of the calendar
year in which such Participant or Former Participant attains (or shall attain)
Social Security Retirement Age, rounded to the nearest whole multiple of $600.

         1.12.    "Credited Service" shall have the meaning set forth in Section
3.1.

         1.13.    "Deferred Retirement Date" shall have the meaning set forth in
Subsection 4.1(a).

         1.14.    "Disability Retirement Date" shall have the meaning set forth
in Subsection 4.3(a).

         1.15.    "Early Retirement Date" shall have the meaning set forth in
Subsection 4.2(a).

         1.16.    "Eligible Spouse" shall mean the spouse of a Participant or
Former Participant to whom such Participant or Former Participant is married at
his Pension Commencement Date. However, if such Participant or Former
Participant dies prior to his Pension Commencement Date, "Eligible Spouse" shall
mean the spouse to whom he is married for at least one year at the date of his
death. A former spouse shall be treated as an Eligible Spouse to the extent
required under a Qualified Domestic Relations order.

         1.17.    "Employee" shall mean each person who is included on a
salaried payroll of the Employer and who receives Compensation from the Employer
that is subject to withholding for United States federal income tax purposes;
provided, however, that (a) any person employed at the Dixson Division, (b) any
person whose date of hire is on and after January 1, 1997 or who returns to
employment with the Employer or Affiliated Company following a Severance From
Service Date occurring on and after January 1, 1997, or (c) any person who
provides services to the Employer solely for special projects or while he is
pursuing full-time high school, secondary or graduate education, shall not be
eligible to participate in the Plan.

         Solely for purposes of calculating eligibility and vesting service
under the Plan, "Employee" shall include any person who is employed by an
Employer or an Affiliated Company. A person who is not otherwise employed by an
Employer or Affiliated Company shall be deemed to be employed by any such
company if he is a "leased employee" with respect to whose services such
Employer or Affiliated Company is the recipient, within the meaning of section
414(n) or 414(o) of the Code, but to whom Code section 414(n)(5) does not apply;
provided, however that any person who is an Employee solely by reason of being a
"leased employee" as defined under section 414(n) or 414(o) of the Code shall
not be eligible to participate in the Plan. For this purpose, the term "leased
employee" means, effective Plan Years beginning after December 31, 1996, any
person who is not an employee of the recipient and who provides services to the
recipient if (a) such services are provided pursuant to an agreement between the
recipient and any other person, (b) such person has performed

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such services for the recipient (or for the recipient and related persons) on a
substantially full-time basis for a period of at least one year, and (c) such
services are performed under the primary direction or control by the recipient.

         Notwithstanding the foregoing, "Employee" shall not include any person
who is classified as an independent contractor or otherwise as a person who is
not treated as an employee for purposes of withholding federal employment taxes,
regardless of any contrary governmental or judicial determination relating to
such employment status or tax withholding obligation. If a person described in
clause (c) of the preceding sentence is subsequently reclassified as, or
determined to be, an employee by the Internal Revenue Service, any other
governmental agency or authority, or a court, or if an Employer or Affiliated
Company is required to reclassify such an individual as an employee as a result
of such reclassification or determination (including any reclassification by an
Employer or Affiliated Company in settlement of any claim or action relating to
such individual's employment status), such individual shall not become eligible
to become a Participant in this Plan by reason of such reclassification or
determination.

         1.18.    "Employer" shall mean the Company and any Affiliated Company
that adopts this Plan and joins in the corresponding Trust with the consent of
the Board of Directors of the Company. An Affiliated Company shall be considered
an Employer only with respect to such period as the Affiliated Company
participates in the Plan for the benefit of its Employees.

         1.19.    "Employment Commencement Date" shall mean the date on which an
Employee first performs an Hour of Service, or the date following a One Year
Period of Severance which is treated as the Employee's new Employment
Commencement Date pursuant to Section 2.4, as the case may be.

         1.20.    "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time.

         1.21.    "Former Participant" shall mean a person who has ceased to be
a Participant, but who is entitled to immediate or deferred benefits under this
Plan.

         1.21A    "Highly Compensated Employee" shall mean any Employee who
performed services for the Employer or an Affiliated Company during the Plan
Year for which a determination is being made (the "Determination Year") and who

                  (a)      was, at any time in the Determination Year or the
immediately preceding Determination Year, a five-percent (5%) owner, as defined
in Section 416(i) of the Code; or

                  (b)      for the immediately preceding Determination Year,
received Compensation from the Employer or an Affiliated Company in excess of
$80,000, as adjusted by the Secretary of the Treasury in accordance with Section
414(q) of the Code.

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         1.22.    "Hour of Service" shall mean:

                  (a)      Each hour for which the Employee is directly or
indirectly paid, or entitled to payment, by the Employer or an Affiliated
Company for the performance of duties, such hours to be credited to him for the
calendar month in which the duties were performed;

                  (b)      Each hour for which back pay, irrespective of
mitigation of damages, has been either awarded or agreed to by the Employer or
an Affiliated Company, with such hours to be credited to the Employee for the
calendar month or months to which the award or agreement pertains rather than
the calendar month in which the award, agreement or payment is made; and

                  (c)      Each hour for which the Employee is directly or
indirectly paid, or entitled to payment, by the Employer or an Affiliated
Company on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), jury duty, or any
other cause.

                  (d)      Effective December 12, 1994, each hour during any
period of Qualified Military Service that would have constituted part of the
Employee's customary work week if he had remained actively employed in the
position he held immediately prior to the beginning of the period of Qualified
Military Service.

         Notwithstanding anything to the contrary contained in this Section
1.23, an Employee shall not be credited with Hours of Service on account of
payments made or due under a plan maintained solely for the purpose of complying
with applicable worker's compensation or unemployment compensation or disability
insurance laws or which solely reimburse an Employee for medical or medically
related expenses incurred by the Employee.

         1.23.    "Investment Manager" shall mean the investment manager or
managers, if any, appointed by the Company pursuant to Subsection 7.7(c).

         1.24.    "Limitation Year" shall mean the calendar year.

         1.25.    "Mandatory Distribution Date" shall mean:

                  (a)      For Plan Years Commencing Before January 1, 2002. For
Plan Years beginning prior to January 1, 2002, the April 1 of the calendar year
following the calendar year in which the Participant or Former Participant
attains age 70 1/2. If benefits have commenced pursuant to this Section 1.25 to
a Participant or Former Participant prior to December 31, 2001, the Participant
or Former Participant shall continue receiving benefits, regardless of whether
he continues to be employed by the Employer or an Affiliated Company after such
date.

                  (b)      For Plan Years Commencing After December 31, 2001.
For Plan

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Years beginning after December 31, 2001, the April 1 of the calendar year
following the later of (i) the calendar year in which the Participant or Former
Participant attains age 70 1/2 or (ii) in the case of a Participant or Former
Participant who is not a 5% owner (within the meaning of Section 416(i) of the
Code) with respect to the Plan Year ending in the calendar year in which the
Participant or Former Participant attains age 70 1/2, the calendar year in which
the Participant or Former Participant retires.

                  The Participant's benefit commencing as of the date described
in this paragraph shall include, for any Participant whose Mandatory
Distribution Date is April 1 of the calendar year following the year in which he
terminates employment, an Actuarial Equivalent adjustment to reflect
commencement of payments after April 1 following the calendar year in which he
attained age 70 1/2. The Actuarial Equivalent adjustment described in the
preceding sentence for any year shall reduce (but not below zero) any increase
in the Participant's Accrued Annual Pension for that year attributable to
additional Compensation and years of Credited Service.

         1.26.    "Normal Retirement Age" shall mean the later of a
Participant's or Former Participant's 65th birthday or the date an Employee
completes at least 5 years of Credited Service.

         1.27.    "Normal Retirement Date" shall mean the first day of the month
following or coincident with the Participant's or Former Participant's
attainment of Normal Retirement Age.

         1.28.    "One Year Period of Severance" shall mean a period occurring
when an Employee does not complete an Hour of Service within the twelve
consecutive month period beginning on his Severance From Service Date, or any
anniversary thereof.

         1.29.    "Participant" shall mean an Employee eligible to participate
in the Plan in accordance with Article II.

         1.30.    "Pension Commencement Date" shall mean the first day of the
first period for which a pension is payable as an annuity pursuant to the
provisions of Article IV and, in the case of any benefit not payable in the form
of an annuity, the first day on which all events have occurred entitling the
Participant, Former Participant or Eligible Spouse to such benefit; provided,
however, that in the case of a Pensioner who is receiving a disability
retirement pension which pension ceases prior to the Participant's Normal
Retirement Date, his Disability Retirement Date shall be disregarded in
determining his Pension Commencement Date.

         1.31.    "Pensioner" shall mean a Former Participant who is receiving
benefits under the provisions of this Plan.

         1.32.    "Period of Severance" shall mean the period commencing on an
Employee's Severance from Service Date and ending on the date he first again
performs an Hour of Service.

                                       8

<PAGE>

         1.33.    "Plan" shall mean this Employees' Retirement Plan of AMETEK,
Inc., as embodied herein and as amended from time to time.

         1.34.    "Plan Administrator" shall mean the person, group of persons,
firm or corporation serving as plan administrator pursuant to Section 8.11.

         1.35.    "Plan Year" shall mean the calendar year.

         1.36.    "Qualified Domestic Relations Order" shall mean a judgment,
decree or order (including approval of a property settlement agreement) made
pursuant to a state domestic relations law (including a community property law)
that:

                  (a)      Relates to the provision of child support, alimony
payments or marital property rights to a spouse, former spouse, child or other
dependent of a Participant or Former Participant (the "Alternate Payee");

                  (b)      Creates or recognizes the existence of the Alternate
Payee's right to, or assigns to the Alternate Payee the right to receive all or
a portion of the benefits payable to a Participant or Former Participant under
this Plan;

                  (c)      Specifies (i) the name and last known mailing address
(if any) of the Participant or Former Participant and each Alternate Payee
covered by the order, (ii) the amount or percentage of the Participant's or
Former Participant's Plan benefits to be paid to the Alternate Payee, or the
manner in which such amount or percentage is to be determined, and (iii) the
number of payments or the period to which the order applies and each plan to
which the order relates; and

                  (d)      Does not require the Plan to (i) provide any type or
form of benefit, or any option not otherwise provided under the Plan, (ii)
provide increased benefits, or (iii) pay benefits to the Alternate Payee that
are payable under a prior Qualified Domestic Relations Order. Notwithstanding
the foregoing, a Qualified Domestic Relations Order may provide that
distribution commence as soon as administratively practicable following its
determination as a Qualified Domestic Relations Order regardless of whether the
Participant or Former Participant has incurred a Severance From Service Date, if
the Order directs (A) that the payment of the benefits be determined as if the
Participant or Former Participant had retired on the date on which payment is to
begin under such order, taking into account only the Participant's or Former
Participant's Accrued Annual Pension as of such date, and (B) that the payment
be made in a form in which such benefits may be paid under the Plan to the
Participant or Former Participant other than in the form of a joint and survivor
annuity with respect to the Alternate Payee and his subsequent spouse, subject
to any restrictions that may be prescribed by Treasury regulations issued under
Section 401(a)(9) of the Code.

         1.37.    "Qualified Joint and Survivor Annuity" shall mean a reduced
pension for the life of the Participant or Former Participant with a survivor
annuity for the life of his Eligible Spouse which is one-half of the amount of
the annuity payable during their joint lives and shall be the Actuarial
Equivalent of the pension benefit payable to him

                                       9

<PAGE>

pursuant to Article IV; provided, however, that, if the Participant or Former
Participant dies prior to his Pension Commencement Date but after electing a
100% joint and survivor annuity with his Eligible Spouse pursuant to Section
5.3, such 100% joint and survivor annuity shall be substituted for the 50% joint
and survivor annuity described above for purposes of determining death benefits
payable pursuant to Subsections 4.5(a), (b) or (c).

         1.38.    "Qualified Military Service" shall mean any service in the
uniformed services (as defined in chapter 43 of title 38, United States Code)
where the Participant's right to reemployment is protected by law and shall
apply to reemployments on or after December 12, 1994. Notwithstanding any
provision of the Plan to the contrary, contributions, benefits and service
credit with respect to Qualified Military Service shall be provided in
accordance Section 414(u) of the Code.

         1.39.    "Severance From Service Date" shall have the meaning set forth
in Section 3.2.

         1.40.    "Social Security Retirement Age" shall mean (a) age 65 if the
Participant or Former Participant attains age 62 before January 1, 2000, (b) age
66 if the Participant or Former Participant attains age 62 after December 31,
1999 and before January 1, 2017 and (c) age 67 if the Participant or Former
Participant attains age 62 after December 31, 2016.

         1.41.    "Survivor Annuity Election Period" shall mean, with respect to
each Participant or Former Participant, the 90-day period ending on his Pension
Commencement Date.

         1.42.    "Trust" shall mean the agreement of trust entered into between
the Company and the Trustee, together with all amendments thereto and agreements
in substitution therefor.

         1.43.    "Trust Fund" shall mean the assets held by the Trustee for the
benefit of participants, Former Participants entitled to benefits, Pensioners
and Beneficiaries under this Plan.

         1.44.    "Trustee" shall mean the trustee or trustees appointed by the
Company pursuant to Subsection 7.7(a), and any successor Trustee.

         Except when otherwise indicated by the context, any masculine
terminology used herein also includes the feminine and neuter, and vice versa,
and the definition of any term herein in the singular shall also include the
plural, and vice versa. The words "hereof," "herein," "hereunder," and other
similar compounds of the word "here" shall mean and refer to the entire Plan and
not to any particular provision or section. All references to Articles and
Sections shall mean and refer to Articles and Sections contained in this Plan,
unless otherwise indicated.

         In determining time periods within which an event or action is to take
place for

                                       10

<PAGE>

purposes of the Plan, no fraction of a day shall be considered and any act, the
performance of which would fall on a Saturday, Sunday, holiday or other
non-business day, may be performed on the next following business day.

         It is the intention of the Employer that the Plan be qualified under
the provisions of Sections 401(a) and 501(a) of the Code and under ERISA, and
all provisions of this Plan shall be construed and interpreted in light of that
intention.

         The titles and headings of Articles and Sections are intended for
convenience of reference only and are not to be considered in construction of
the provisions hereof.

                                       11

<PAGE>

                                   ARTICLE II

                                 PARTICIPATION

         2.1.     Participation as of January 1, 2002. Subject to Section 2.3,
each Employee who was eligible to participate in the Plan as of December 31,
2001 shall be a Participant in the Plan as of January 1, 2002, provided he is
still an Employee as of such date.

         2.2.     Other Employees. Subject to Section 2.3, any Employee, who is
hired by the Employer or an Affiliated Company prior to January 1, 2002 and not
referred to in Section 2.1 shall become a Participant on the January 1st or July
1st next following the date on which:

                  (a)      the Employee has attained age 21, and

                  (b)      completed one year of Credited Service taking into
consideration the provisions of Article VI;

provided, that such person is an Employee as of such January 1st or July 1st, as
the case may be.

         2.3.     Employees Not Eligible to Participate. Notwithstanding any
other provision of the Plan to the contrary, an Employee shall not be eligible
to participate in the Plan if he is a participant in, eligible to participate
in, or covered by any other pension, stock bonus or profit sharing plan
(effective September 1, 1997, including participation as a Retirement
Participant, but not including participation as a Participant, in the AMETEK
Retirement and Savings Plan) which is qualified under the provisions of Section
401(a) of the Code and which is maintained by the Employer or to which the
Employer contributes.

         2.4.     Participation - One Year Period of Severance. If an individual
is reemployed as an Employee after he incurs a One Year Period of Severance and:

                  (a)      the Credited Service earned by the individual prior
to his Severance from Service Date is disregarded pursuant to Section 3.6, he
shall be deemed a new Employee and he shall not qualify for participation in
this Plan.

                  (b)      the Credited Service earned by the individual prior
to his Severance from Service Date is restored pursuant to Section 3.6, he shall
qualify for participation in this Plan on the date he again becomes an Employee,
subject to Section 2.3, provided that he completes a year of Credited Service
after he is reemployed in the one year period beginning with the first date
following his Severance From Service Date on which he performs an Hour of
Service.

                                       12

<PAGE>

         2.5.     Transfer of Employment. If an Employee would be a Participant
but for his being a participant in, eligible to participate in, or covered by,
any other pension, stock bonus or profit sharing plan (including participation
as a Retirement Participant, but not including participation as a Participant,
in the AMETEK Retirement and Savings Plan) which is qualified under the
provisions of Section 401(a) of the Code and which is maintained by the Employer
or to which the Employer contributes, he shall immediately become a Participant
in this Plan on the first day he ceases being a participant in, eligible to
participate in, or covered by such other qualified plan, provided he is still an
Employee on such date.

         2.6.     Termination of Participation. A Participant shall cease to be
a Participant as of the earliest of (a) the date he ceases to be an Employee,
(b) the date he becomes a participant in, eligible to participate in, or in a
category of employees covered by, any other pension, stock bonus or
profit-sharing plan (other than as a Participant, but not a Retirement
Participant in the AMETEK Retirement and Savings Plan) which is qualified under
the provisions of Section 401(a) of the Code and which is maintained by the
Employer or to which the Employer contributes, or (c) his Severance From Service
Date, and he shall be entitled to such benefits, if any, as he is entitled to
under this Plan based upon his Credited Service and Accrued Annual Pension as of
the date he ceases to be a Participant.

         2.7.     Participant Information. The Employer shall from time to time
furnish the Committee with relevant information with regard to the Employees
eligible for participation in this Plan, including, without limitation,
information as to their names, dates of birth, Employment Commencement Dates,
compensation and periods of service. The Committee shall rely upon such
information and shall be under no obligation to make inquiry with regard to the
accuracy thereof.

                                       13

<PAGE>

                                  ARTICLE III

                                    SERVICE

         3.1.              Credited Service. A Participant's Credited Service
shall equal the total number of years of service and fractions thereof, rendered
as an Employee (other than an Employee who is ineligible to participate pursuant
to Section 2.3) during the period between his Employment Commencement Date and
his last Severance From Service Date, subject to the other provisions of this
Article III and Article VI.

         3.2.              Severance From Service Date.

                  (a)      Severance From Service Date - Defined. An Employee's
service with the Employer and all Affiliated Companies shall be deemed severed
on the earlier of:

                           (i)   the date the Employee quits, retires, is
                                 discharged or dies; or

                           (ii)  the later of

                                  (A)  the first anniversary of the first date
                                       of a period during which the Employee
                                       remains absent from service with the
                                       Employer and all Affiliated Companies,
                                       either with or without pay, for any
                                       reason other than those set forth in
                                       clause (i) of this Subsection (a); or

                                  (B)  the second anniversary of the first date
                                       of a period of absence from service with
                                       the Employer and all Affiliated
                                       Companies, for reasons of (1) the
                                       pregnancy of the Employee, (2) the birth
                                       of the Employee's child, (3) the
                                       placement of a child with the Employee in
                                       connection with the adoption of such
                                       child by such Employee or (4) caring for
                                       such child for a period beginning
                                       immediately following such birth or
                                       placement;

which date shall be known as his Severance From Service Date. In order for an
absence to be considered as on account of the reasons described in Subsection
(a)(ii)(B), an Employee shall provide the Plan Administrator information
establishing (I) that the absence from work is for reasons set forth in
Subsection (a)(ii)(B), and (II) the number of days for which there was such an
absence. Nothing in this Section 3.2 shall be construed as expanding or amending
any maternity or paternity leave policy of the Employer or an Affiliated
Company.

                  (b)      Special Rule for Maternity Leave. Notwithstanding
anything to the

                                       14

<PAGE>

contrary contained in this Section 3.2, if an Employee is continuously absent
from service with the Employer and all Affiliated Companies for more than one
year for a reason described in Subsection 3.2(a)(ii)(B), the period between the
first and second anniversaries of the Employee's first date of absence shall not
be a One Year Period of Severance but shall not be treated as Credited Service
for any purpose under this Plan.

         3.3.              Absence of Less than Twelve Months.

                  (a)      Return Within Twelve Months - General. If a
Participant's or Former Participant's service with the Employer and all
Affiliated Companies is severed pursuant to Subsection 3.2(a)(i) but he again
performs an Hour of Service within twelve months of his Severance From Service
Date, the intervening Period of Severance shall be deemed Credited Service.

                  (b)      Special Rule. Notwithstanding Subsection (a), if
during an absence from service of twelve months or less, a Participant's or
Former Participant's service with the Employer and all Affiliated Companies is
severed pursuant to Subsection 3.2(a)(i) the Period of Severance beginning on
his Severance From Service Date shall be deemed Credited Service only if he
again performs an Hour of Service within twelve months from the date he was
first absent from service.

         3.4.              Absence of More than Twelve Months. A Participant
shall not be granted Credited Service for any purpose under this Plan, from his
Severance From Service Date to the first date, if any, on which he again
completes an Hour of Service, except as provided under Section 3.3.

         3.5.              One Year Period of Severance - Credit for Prior
Service. If an Employee, who is not vested in his Accrued Annual Pension upon
his Severance From Service Date which occurs on or after January 1, 1989, incurs
five consecutive One Year Periods of Severance, his Credited Service accumulated
prior to such Period of Severance shall be disregarded for all purposes under
this Plan. If an Employee, who is vested in his Accrued Annual Pension upon his
Severance From Service Date which occurs on or after January 1, 1989, incurs a
One Year Period of Severance and subsequently resumes service with the Employer
or an Affiliated Company, his Credited Service accumulated prior to such Period
of Severance shall be restored to him for all purposes under this Plan.
Notwithstanding the foregoing, if a Participant incurs a termination, is
entitled to a deferred vested pension pursuant to Section 4.4(a), receives an
immediate lump sum Payment pursuant to Section 4.4(e) and subsequently resumes
service with the Employer or an Affiliated Company, his Credited Service
accumulated prior to his Period of Severance shall be restored to him for the
sole purpose of determining his nonforfeitable right to his Accrued Annual
Pension (but not the amount of his Accrued Annual Pension) and, to the extent
required to obtain five years of Compensation in order to compute Average Annual
Compensation, compensation earned during his prior service with the Employer or
an Affiliated Company shall be considered as having been received from the
Company.

                                       15

<PAGE>

         3.6.              Credited Service for Certain Absences.
Notwithstanding anything to the contrary contained in this Article III, periods
of absence of a Participant or Former Participant on or after January 1, 1976
due to (a) an authorized leave of absence in excess of twelve months but not in
excess of twenty-four months, either with or without pay, or (b) effective
December 12, 1994, Qualified Military Service shall be deemed to be Credited
Service (and no Severance From Service Date shall be deemed to have occurred),
provided that the Participant or Former Participant returns to service with the
Employer or an Affiliated Company as an Employee (subject to Section 2.3)
immediately after such authorized leave of absence or within the time his right
to reemployment is protected by law. Failure of the Participant or Former
Participant to return to service with the Employer or an Affiliated Company as
an Employee (subject to Section 2.3) within the time specified in this Section
3.6 shall cause such period of absence to be treated as if the Participant's
service was severed pursuant to Subsection 3.2(a)(ii).

                                       16

<PAGE>

                                   ARTICLE IV

                                    BENEFITS

         4.1.              Normal Retirement Pension.

                  (a)      Eligibility. A Participant or Former Participant who
is employed by an Employer or an Affiliated Company at his Normal Retirement Age
shall have a non forfeitable right to a normal retirement pension. Such a
Participant or Former Participant shall be entitled to receive his normal
retirement pension commencing on (i) his Normal Retirement Date, or (ii) if he
continues in the employ of the Employer or an Affiliated Company past his Normal
Retirement Age, on the earlier of (A) the first day of the month following his
actual retirement (unless payment must commence earlier pursuant to Section
5.4), which date shall be known as his Deferred Retirement Date, or (B) his
Mandatory Distribution Date.

                  (b)      Time and Amount of Benefit. A Participant's or Former
Participant's normal retirement pension shall be in an annual amount equal to
the greater of (i) his Accrued Annual Pension at his Pension Commencement Date
or (ii) the largest annual early retirement pension which could have been
payable to the Participant under Section 4.2. The normal retirement pension
shall commence on the Participant's Normal Retirement Date, Deferred Retirement
Date, or Mandatory Distribution Date as the case may be, and shall continue for
his life.

         4.2.              Early Retirement Pension.

                  (a)      Eligibility. A Participant or Former Participant who
has not attained his Normal Retirement Age, but whose Severance From Service
Date occurs after he has attained his 55th birthday and completed ten years of
Credited Service (which date shall be known as his Early Retirement Date),
shall, if he is not entitled to a disability retirement pension, be entitled to
apply, prior to his Normal Retirement Date, for an early retirement pension. A
Participant or Former Participant described in the preceding sentence shall be
entitled to receive his early retirement pension beginning, at his election, on
the first day of the month next following his Early Retirement Date or on the
first day of any subsequent month which is not later than his Normal Retirement
Date. A Participant's or Former Participant's election of a Pension Commencement
Date which is prior to his Normal Retirement Date must be made in writing, on
such form and at such time in advance as may be prescribed by the Committee, but
no earlier than 90 days prior to his Pension Commencement Date and in no event
earlier than the date he receives the notice described in Section 5.1(d).

                  (b)      Time and Amount of Benefit. A Participant's or Former
Participant's early retirement pension shall be in an annual amount equal to his
Accrued Annual Pension determined at his Early Retirement Date, reduced by
5/9ths of 1% for each month between his Pension Commencement Date and his Normal
Retirement Date.

                                       17

<PAGE>

The early retirement pension shall commence on the Pension Commencement Date
elected by the Participant or Former Participant and shall continue for his
life.

         4.3.              Disability Retirement Pension.

                  (a)      Eligibility. A Participant or Former Participant who
has not attained his Normal Retirement Age, but who has completed ten years of
Credited Service and is entitled to a disability pension under the Federal
Social Security Act, shall be entitled to apply for a disability retirement
pension commencing as of the first day of the month following or coincident with
the date his disability pension from Social Security commences, which date shall
be known as his Disability Retirement Date; provided, however, that the
Participant's or Former Participant's disability occurs while he is employed by
the Employer or an Affiliated Company.

                  (b)      Time and Amount of Benefit. A Participant's or Former
Participant's disability retirement pension shall be in an annual amount equal
to his Accrued Annual Pension determined at his Severance From Service Date. The
disability retirement pension shall commence, at the election of the Participant
or Former Participant, on the Participant's or Former Participant's Disability
Retirement Date, or on the first day of any month thereafter (on which he
remains disabled) but not later than his Normal Retirement Date, and shall
continue only during his period of disability under the rules of the Social
Security Administration. A Participant's or Former Participant's election of a
Pension Commencement Date must be made in writing, on such form and at such time
in advance as may be prescribed by the Committee, but no earlier than 90 days
prior to his Pension Commencement Date and in no event earlier than the date he
receives the notice described in Section 5.1(d). In the event the disability
retirement pension continues to be paid after he attains age 65, the actual
monthly pension amount payable shall be reduced by $1.00, without regard to the
form of benefit elected.

                  (c)      Recovery Prior to Age 65. If a Pensioner who is
receiving a disability retirement pension recovers from his disability under the
rules of the Social Security Administration prior to attaining age 65, then:

                           (i)   If such Pensioner again becomes an Employee,
                                 his entitlement to benefits from this Plan and
                                 his Accrued Annual Pension when he later ceases
                                 to be an Employee shall be determined on the
                                 basis of his Credited Service to his prior
                                 Severance From Service Date and from his return
                                 to Employee status until his last Severance
                                 From Service Date, but the actual monthly
                                 pension amount payable shall be reduced by
                                 $1.00, without regard to the form of benefit
                                 elected.

                           (ii)  If such Pensioner does not again become an
                                 Employee, his entitlement to benefits from this
                                 Plan, if any, and the amount thereof, shall be
                                 based on his Accrued Annual Pension and his
                                 Credited Service determined at his Severance
                                 From Service

                                       18

<PAGE>

                                 Date, but the actual monthly pension amount
                                 payable shall be reduced by $1.00, without
                                 regard to the form of benefit elected.

                  (d)      Proof of Continuing Disability. Once a year the
Committee may request any Pensioner receiving a disability retirement pension
who has not attained age 65 to furnish evidence that he continues to be entitled
to a disability pension from the Social Security Administration. Should any
Pensioner refuse or be unable to submit such evidence within 60 days of such
request, his disability retirement pension shall be discontinued as of the 60th
day following the request and shall not again commence until he furnishes the
evidence, and should he fail to furnish the evidence within one year of such
request, he shall be deemed to have recovered from his disability.

         4.4.              Deferred Vested Pension.

                  (a)      Eligibility. A Participant or Former Participant who
is not currently qualified for or is not receiving a normal retirement pension,
early retirement pension or disability retirement pension, but who ceases to be
an employee of the Employer and all Affiliated Companies (other than by reason
of death) after he has completed at least five years of Credited Service, shall
have a nonforfeitable right to apply for and receive a deferred vested pension
commencing at his Normal Retirement Date.

                  (b)      Time and Amount of Benefit - General. A terminated
Participant's or Former Participant's deferred vested pension shall be in an
annual amount equal to his Accrued Annual Pension determined as of his Severance
From Service Date. The deferred vested pension shall commence on his Normal
Retirement Date, except as provided in Subsection (c) and shall continue for his
life.

                  (c)      Time and Amount of Benefit - Early Commencement. A
terminated Participant or Former Participant who has completed at least ten
years of Credited Service and is entitled to a deferred vested pension may, on
any date on or after his 55th birthday but prior to his 65th birthday, apply for
a reduced retirement pension which shall be in an annual amount equal to his
Accrued Annual Pension determined at his Severance From Service Date, reduced by
5/9ths of 1% for each month between his Pension Commencement Date and his Normal
Retirement Date. The reduced deferred vested pension shall be in lieu of the
deferred vested pension described in Subsection (b) and shall commence, as
elected by the Participant or Former Participant, on the first day of the month
following his 55th birthday or the first day of any month thereafter and shall
continue for his life; provided, that no deferred vested pension shall commence
later than his Normal Retirement Date. A Participant's or Former Participant's
election of a Pension Commencement Date which is prior to his Normal Retirement
Date must be made in writing, on such form and at such time in advance as may be
prescribed by the Committee, but no earlier than 90 days prior to his Pension
Commencement Date and in no event earlier than the date he receives the notice
described in Section 5.1(d).

                  (d)      Nonvested Former Employees. If the present value of a
Participant's or Former Participant's vested Accrued Annual Pension at the time
of his

                                       19

<PAGE>

termination of employment with the Employer and all Affiliated Companies is
zero, the Participant or Former Participant shall be deemed to have received a
lump sum payment of his entire vested Accrued Annual Pension as of the date of
his termination of employment.

                  (e)      Involuntary Lump Sum Payment. If at any time a
Participant or Former Participant has incurred a termination but has not begun
to receive payments and is entitled to a deferred vested pension that has an
Actuarial Equivalent present value of less than $5,000 ($3,500 prior to January
1, 2002), the Actuarial Equivalent present value of the Accrued Annual Pension
payable at Normal Retirement Date for the life of the Participant or Former
Participant shall be paid to such Participant or Former Participant in a lump
sum in lieu of, and in full satisfaction of, his benefit under this Plan.
Neither the consent of the Participant, Former Participant nor his Eligible
Spouse shall be necessary to make such payment. Upon the making of such payment,
neither the Participant, Former Participant nor his Eligible Spouse shall have
any further benefit under this Plan.

         Effective as of December lst of each Plan Year, the Committee shall
recalculate the Actuarial Equivalent present value of the benefit of each
Participant or Former Participant who has incurred a termination and is entitled
to a deferred vested pension, but whose benefits are not yet in pay status, to
determine whether the Actuarial Equivalent present value of the benefit is less
than $5,000 ($3,500 prior to January 1, 2002) in which case such benefit shall
be paid to the Participant or Former Participant in accordance with the
provisions of this Section 4.4(e); provided, however, that if a Participant
receives the deferred vested pension after the close of the second Plan Year
beginning after the Participant's termination date (or such later date as may be
permitted under Treasury regulations with respect to a Participant who did not
receive a distribution before the close of the second Plan Year beginning after
his termination date because the deferred vested pension exceeded the cash-out
limit in effect under section 411(a)(11) of the Code prior to such date), the
Participant's Credited Service for purposes of Section 3.1 shall not be
disregarded, but any benefit which may become payable to the Participant due to
his subsequent reemployment shall be reduced by the Actuarial Equivalent of the
payment which he received.

         4.5.              Death Benefits.

                  (a)      Participants Eligible for Normal or Early Retirement.
If a Participant or Former Participant:

                           (i)   Completes ten or more years of Credited Service
                                 and attains age 55 but continues in the employ
                                 of the Employer or an Affiliated Company;

                           (ii)  Attains his Normal Retirement Age but continues
                                 in the employ of the Employer or an Affiliated
                                 Company; or

                           (iii) Retires pursuant to Section 4.2;

                                       20

<PAGE>

and thereafter dies prior to his Pension Commencement Date and leaves a
surviving Eligible Spouse, his Eligible Spouse shall receive for the remainder
of her lifetime an annual pension equal to the annual pension which would have
been payable to her had the Participant or Former Participant retired described
in clause (i) or (ii) of this Subsection (a) on the date of his death, or in the
case of a Former Participant described in clause (iii) of this Subsection (a) on
the date of his actual retirement, and survived and elected to commence
receiving his benefits on the Pension Commencement Date, elected by the Eligible
Spouse in the form of a Qualified Joint and Survivor Annuity and died on the
following day. Benefits payable under this Subsection (a) shall commence, as
elected in writing by the Eligible Spouse within 90 days of the Pension
Commencement Date, on the first day of any month following the Participant's or
Former Participant's death but not later than the Participant's or Former
Participant's Normal Retirement Date, unless death occurs after such date in
which case benefits shall commence on the first day of the month following
death. Benefits shall be payable commencing on the Pension Commencement Date
elected by the Eligible Spouse and shall continue for the lifetime of the
surviving Eligible Spouse.

                  (b)      Vested Participants. If a Participant or Former
Participant who is vested in any portion of his Accrued Annual Pension pursuant
to Section 4.4 (or Section 10.2) ceases to be an employee of the Employer and
all Affiliated Companies by reason of death prior to the earliest age at which
he would have been eligible to retire and receive a pension pursuant to Sections
4.1 or 4.2, his surviving Eligible Spouse, if any, shall receive the annual
pension which would have been payable to her if the Participant or Former
Participant had:

                           (i)   Separated from service on the date of death;

                           (ii)  Survived to the Pension Commencement Date
                                 elected by the Eligible Spouse;

                           (iii) Commenced receiving his benefit in the form of
                                 a Qualified Joint and Survivor Annuity at that
                                 date, and

                           (iv)  Died on the following day.

Any benefit payable to a surviving Eligible Spouse under this Subsection (b)
shall commence, as elected in writing by the Eligible Spouse within 90 days of
the Pension Commencement Date, on the earliest date on which the Participant
would have been eligible to receive a pension had he survived or the first day
of any month thereafter, but not later than the Participant's Normal Retirement
Date. Benefits shall be payable commencing on the Pension Commencement Date
elected by the Eligible Spouse and shall continue for the lifetime of the
surviving Eligible Spouse.

                  (c)      Vested Former Participants. If a Former Participant
who ceased to be an employee of the Employer and all Affiliated Companies is
entitled to a deferred vested pension pursuant to Section 4.4 (or Section 10.2)
but subsequently dies prior to his Pension Commencement Date, his surviving
Eligible Spouse, if any, shall receive

                                       21

<PAGE>

the annual pension which would have been payable to her if the Former
Participant had:

                           (i)   Survived to the Pension Commencement Date
                                 elected by the Eligible Spouse;

                           (ii)  Commenced receiving his benefit in the form of
                                 a Qualified Joint and Survivor Annuity at that
                                 date; and

                           (iii) Died on the following day.

Any benefit payable to a surviving Eligible Spouse pursuant to this Subsection
(c) shall commence, as elected in writing by the Eligible Spouse within 90 days
of the Pension Commencement Date, on the earliest date on which the Former
Participant would have been eligible to receive a pension had he survived or the
first day of any month thereafter, but not later than the Former Participant's
Normal Retirement Date. Benefits shall be payable commencing on the Pension
Commencement Date elected by the Eligible Spouse and shall continue for the
lifetime of the surviving Eligible Spouse.

                  (d)      Cash-Outs. Notwithstanding anything to the contrary
contained in this Plan, if an annuity benefit which is payable to the surviving
Eligible Spouse of a deceased Participant or Former Participant pursuant to
Subsections (b) or (c):

                           (i)   Has an Actuarial Equivalent present value of
                                 $5,000 ($3,500 prior to January 1, 2002) or
                                 less, or

                           (ii)  Has an Actuarial Equivalent present value of
                                 more than $5,000 ($3,500 prior to January 1,
                                 2002) and the surviving Eligible Spouse
                                 requests a lump sum distribution, in writing
                                 immediately following the death of the
                                 Participant or Former Participant;

the Committee shall make an immediate lump sum distribution of the Actuarial
Equivalent present value of such annuity. Any such lump sum distribution shall
be in complete discharge of the Plan's obligation with respect to such benefit.
In no event shall the lump sum payable under Subsection (d) be less than the
lump sum applicable to the Accrued Annual Pension as of November 30, 1996, where
such lump sum is calculated using the mortality table that would have been used
under the Plan as of November 30, 1996 and an interest rate equal to lesser of
(i) 8% compounded annually, or (ii) the interest rate that would be used by the
Pension Benefit Guaranty Corporation to determine the present value of a lump
sum distribution upon a plan termination as of the last date of the calendar
quarter preceding the distribution.

                  (e)      Participant Eligible for Deferred Early Retirement
Benefit. If a Participant or Former Participant, each of whom is eligible for
early retirement pursuant to Section 4.2, dies prior his Pension Commencement
Date, and does not have a surviving Eligible Spouse, his Beneficiary shall
receive a single sum death benefit equal to 60 times the monthly pension amount
the Participant or Former Participant would have been entitled to receive had
the payment of his early retirement pension

                                       22

<PAGE>

commenced immediately prior to the Participant's or Former Participant's death
in the payment form set forth in option 3 of Subsection 5.3(a). Such payment
shall be made as soon as administratively practicable following the
Participant's or Former Participant's death, but no later than December 31 of
the calendar year containing the fifth anniversary of the Participant's or
Former Participant's death.

                  (f)      Lump Sum Death Benefit. In addition to any other
death benefits payable under this Section 4.5, upon receipt of proof
satisfactory to the Committee of the death of a Pensioner who is receiving:

                           (i)   A pension benefit under this Plan other than a
                                 deferred vested pension; or

                           (ii)  A disability pension due to a disability which
                                 commenced prior to the disabled former
                                 Employee's 60th birthday,

a single sum death benefit in the amount of $1,000 for retirements prior to
January 1, 1990 and $5,000 for retirements occurring on and after January 1,
1990, shall be paid to his Beneficiary.

         4.6.     Limitation on Benefits. Except as otherwise provided in this
Section, the following limitations shall apply to the Accrued Annual Pensions of
Participants and Former Participants who complete an Hour of Service at any time
on or after the first day of the first Limitation Year beginning on or after
January 1, 1987.

                  (a)      General. Notwithstanding any other provision
contained in this Plan, a Participant's or Former Participant's projected annual
benefit attributable to employer contributions shall not, in any Limitation
Year, exceed the lesser of:

                           (i)   $90,000 (or such other dollar limitation that
                                 may apply under Section 415(b)(1) of the Code;
                                 provided, however, that the increase in such
                                 limit that takes effect on January 1, 2002
                                 shall only apply to a Participant who completes
                                 an Hour of Service on or after such date); or

                           (ii)  100% of the Participant's or Former
                                 Participant's average compensation for the
                                 three consecutive calendar years of
                                 participation during which he received the
                                 greatest aggregate compensation from the
                                 Employer or any Related Employer.

                  (b)      Form of Payment. If the annual benefit is paid in a
form other than a straight life annuity or a joint and survivor annuity with the
Participant's or Former Participant's spouse as contingent annuitant, the
benefit shall be limited to an amount that is the Actuarial Equivalent of the
maximum straight life annuity that otherwise would be permitted under this
Section 4.6. For this purpose, effective on the RPA '94 Section 415 Effective
Date, the Plan benefit in such other form is converted to an equivalent annual
straight life annuity benefit payable at the same age that is equal to the
greater

                                       23

<PAGE>

of (i) the straight life annuity computed using the Plan interest rate and the
Plan mortality table (or Plan tabular factor) used for determining actuarial
equivalence for the particular form of benefit, or (ii) the straight life
annuity computed using a 5% interest assumption (or, in the case of a form of
benefit subject to Section 417(e)(3) of the Code, the applicable section
417(e)(3) interest rate described in Section 1.2) and the applicable mortality
table prescribed by the Secretary of the Treasury under Section 417(e)(3) of the
Code. Such equivalent annual straight life annuity benefit may not exceed the
maximum straight life annuity benefit otherwise permitted under this Section
4.6.

                  (c)      Adjustment of Limitation.

                           (i)   If payment of the annual benefit begins before
                                 the Participant or Former Participant attains
                                 his Social Security Retirement Age but after he
                                 attains age 62, the dollar limitation in
                                 Section 4.6(a)(i) shall be decreased so that it
                                 is the Actuarial Equivalent of an annual
                                 benefit of the dollar limitation in Section
                                 4.6(a)(i), beginning at the Participant's or
                                 Former Participant's Social Security Retirement
                                 Age; provided, however, that this reduction
                                 shall not apply after January 1, 2002 to a
                                 Participant who completes an Hour of Service on
                                 or after such date. The adjustment provided for
                                 in the preceding sentence shall be consistent
                                 with the reduction for old-age insurance
                                 benefits commencing before the Social Security
                                 Retirement Age under the Social Security Act
                                 for benefits that begin to be paid on or after
                                 age 62 and, prior to the RPA '94 Section 415
                                 Effective Date, the interest rate assumption
                                 used in adjusting the benefit for years prior
                                 to age 62 shall not be less than 5%. In the
                                 case of benefits beginning before age 62,
                                 effective after the RPA '94 Section 415
                                 Effective Date, the dollar limitation in
                                 Section 4.6(a)(i), as adjusted shall first be
                                 adjusted as described above to age 62 and shall
                                 be further adjusted so that it is actuarially
                                 equivalent to the age 62 limit and is equal to
                                 the lesser of:

                                 (A)   The actuarially equivalent amount
                                       computed using the Plan interest rate and
                                       the Plan mortality table (or Plan tabular
                                       factor) used for determining early
                                       retirement benefits, or

                                 (B)   The actuarially equivalent amount
                                       computed using 5% interest and the
                                       applicable mortality table prescribed by
                                       the Secretary of the Treasury under
                                       Section 417(e)(3) of the Code.

                           (ii)  If payment of the annual benefit of a
                                 Participant or Former

                                       24

<PAGE>

                                 Participant begins after the Participant or
                                 Former Participant attains his Social Security
                                 Retirement Age (or, effective January 1, 2002,
                                 age 65), and the Participant's benefit is
                                 actuarially increased for payment after normal
                                 retirement age, the dollar limitation in
                                 Section 4.6(a)(i) shall be adjusted so that it
                                 is the actuarial equivalent of a benefit of
                                 such dollar limitation, beginning at his Social
                                 Security Retirement Age (or, effective January
                                 1, 2002, age 65) provided, that the interest
                                 rate assumption used for such calculation shall
                                 not be greater than 5%. For this purpose,
                                 effective after the RPA '94 Section 415
                                 Effective Date, the adjusted limit shall equal
                                 the lesser of the actuarially equivalent amount
                                 computed (A) using the Plan interest rate and
                                 Plan mortality table (or Plan tabular factor)
                                 used for determining late retirement benefits,
                                 or (B) using 5% interest and the applicable
                                 mortality table prescribed by the Secretary of
                                 the Treasury under Section 417(e)(3) of the
                                 Code.

         For purposes of this Section 4.6, for Pension Commencement Dates before
December 31, 2002, the phrase "applicable mortality table prescribed by the
Secretary of the Treasury under Section 417(e)(3) of the Code" refers to the
1983 Group Annuity Mortality Table, weighted 50% male and 50% female, and for
Pension Commencement Dates after December 30, 2002, such phrase refers to the
1994 Group Annuity Reserving Table, or such other mortality table specified by
the Internal Revenue Service pursuant to Section 415(b)(2)(E)(v) of the Code.

                  (d)      Exceptions to the General Limitation. No benefit
shall be deemed in violation of the limitation expressed in this Section 4.6 if
the amount of the benefit does not exceed $10,000 for the current Plan Year or
any prior Plan Year, and the Employer or a Related Employer has not at any time
maintained a defined contribution plan in which the Participant or Former
Participant participated.

                  (e)      Less than Ten Years of Participation.

                           (i)   For a Participant or Former Participant who has
                                 fewer than ten years of participation in the
                                 Plan, the dollar limitation set forth in
                                 Section 4.6(a)(i) (as adjusted by Subsection
                                 (c)) shall be reduced by multiplying such limit
                                 by a fraction, the numerator of which is the
                                 number of the Participant's or Former
                                 Participant's years of participation in the
                                 Plan and the denominator of which is ten.

                           (ii)  For a Participant or Former Participant who has
                                 completed less than ten years of Credited
                                 Service with the Employer (or Related
                                 Employer), the limitations set forth in
                                 Subsection (a)(ii) and Subsection (d) shall be
                                 adjusted by multiplying such amounts by a
                                 fraction, the numerator of which is the

                                       25

<PAGE>

                                 Participant's or Former Participant's years of
                                 Credited Service, and the denominator of which
                                 is ten.

                  (f)      Limitation on Reductions. In no event shall
Subsection (e) reduce the limitations set forth in Subsections (a) and (d) to an
amount that is less than 1/10th of the applicable limitation (determined without
regard to Subsection (e)).

                  (g)      Application to Changes in Benefit Structure. To the
extent provided by the Secretary of the Treasury, Subsections (e) and (f) shall
be applied separately with respect to each change in the benefit structure of
the Plan.

                  (h)      Combining Plans. For purposes of applying the
limitations of this Section 4.6, all defined benefit plans maintained by the
Employer or a Related Employer (whether or not terminated) are to be treated as
one defined benefit plan, and all defined contribution plans maintained by the
Employer or a Related Employer (whether or not terminated) are to be treated as
one defined contribution plan. Any contributions to a defined benefit plan made
by an Employee shall be deemed to be made under a separate defined contribution
plan.

                  (i)      Compensation - Defined. For purposes of this Section
4.6, the term "compensation" shall mean a Participant's or Former Participant's
"compensation" as such term is defined in Treas. Reg. Section 1.415-2(d)(11)(i),
including contributions made at the Participant's or Former Participant's
election to employee benefit plans pursuant to Section 125, 401(k) and 403(b) of
the Code, and, for Plan Years beginning on or after January 1, 2001, Section
132(f)(4) of the Code. Notwithstanding the foregoing, effective January 1, 1998,
any amounts deducted from an Employee's earnings on a pre-tax basis for group
health care coverage because the Employee is unable to certify that he or she
has other health care coverage, shall be treated as an amount contributed by the
Employer pursuant to a salary reduction agreement under Section 125 of the Code
for purposes of determining the Employee's Compensation, so long as the Employer
does not otherwise request or collect information regarding the Employee's other
health coverage as part of the enrollment process for the Employer's health care
plan.

                  (j)      Related Employer - Defined. For purposes of this
Section 4.6, the term "Related Employer" shall mean any other corporation that
is, along with the Employer, a member of a controlled group of corporations (as
defined in Section 414(b) of the Code, as modified by Section 415(h) thereof) or
any other trade or business (whether or not incorporated) which, along with the
Employer, is under common control (as defined in Section 414(c) of the Code, as
modified by Section 415(h) thereof) or any other employer which is a member of
an "affiliated service group" (as such term is defined in Section 414(m) of the
Code or in regulations under Section 414(o) of the Code) of which the Employer
is also a member.

                  (k)      RPA '94 Section 415 Effective Date - Defined. For
purposes of this Section 4.6, the term "RPA '94 Section 415 Effective Date"
shall mean Limitation Years beginning on or after January 1, 1995.

                                       26

<PAGE>

                  (l)      Determination of Survivor Benefits. If a
Participant's or Former Participant's benefit is otherwise limited by this
Section 4.6, the benefit payable to the Participant's or Former Participant's
Eligible Spouse under Section 4.5(a), (b) or (c) or under a Qualified Joint and
Survivor Annuity or a joint and survivor annuity described in Option 1 of
Section 5.3 shall be based upon the Participant's or Former Participant's
benefit without regard to this Section and the limitations of this Section shall
apply to the resulting benefit payable to the Eligible Spouse.

                  (m)      Effective Date. The limitations described in this
Section 4.6 shall become effective with respect to the Plan and Participants and
Former Participants as is required to comply with Section 415 of the Code as
amended by the Tax Reform Act of 1986 and subsequent legislation, but shall not
reduce any benefit which was accrued by an individual under the Plan prior to
the first day of the Limitation Year beginning in 1987, using the applicable
maximum dollar limitations then in effect; provided, however, that this sentence
shall not apply to any individual who was not a Participant or Former
Participant as of the first day of the first Limitation Year that began in 1987.
For purposes of this Subsection (m), no change in the Plan after May 5, 1986 and
no cost of living adjustment after May 5, 1986 shall be taken into account.

         4.7.              Participant InformationFrom Employer. The Employer
shall from time to time furnish the Committee with relevant information with
regard to Participants, former Participants, Pensioners and Beneficiaries,
including, without limitation, information as to their retirement, death or
other cause for severance of employment. The Committee shall rely upon such
information and shall be under no obligation to make inquiry with regard to the
accuracy thereof.

                  (b)      From Participants. Each Participant, Former
Participant, Pensioner, Eligible Spouse, Beneficiary or other person who is
entitled to a pension or other benefit under this Plan shall file with the
Committee such information as the Committee may reasonably require to establish
his eligibility for such pension or other benefit before he shall be entitled to
such pension or other benefit.

         4.8.              Qualified Domestic Relations Orders. If the Committee
has determined that a domestic relations order which pertains to the benefits
under this Plan of a Participant or Former Participant is a Qualified Domestic
Relations Order, then the amount of benefits otherwise payable under this Plan,
to such Participant or Former Participant, or his Beneficiary, as the case may
be, shall be reduced by the actuarial value of any amounts paid or payable
pursuant to such order, as determined at the time of payment under the terms of
the Order to the Alternate Payee.

                                       27

<PAGE>

                                   ARTICLE V

                               PAYMENT OF BENEFITS

         5.1.              Married Participants.

                  (a)      Benefits Paid as Qualified Joint and Survivor
Annuity. If a Participant or Former Participant has an Eligible Spouse on his
Pension Commencement Date, his pension benefits shall be paid in the form of a
Qualified Joint and Survivor Annuity, unless the Participant or Former
Participant has elected another form of benefit payment pursuant to the
provisions of Subsection (c) of this Section 5.1.

If a Participant's or Former Participant's pension commences after January 1,
1991 and is paid in the form of either a Qualified Joint and Survivor Annuity or
in accordance with Option 1 of Section 5.3 providing a 100% survivor annuity to
his Eligible Spouse and the Eligible Spouse of such Participant or Former
Participant dies prior to the date which is ten years after the Participant's or
Former Participant's Pension Commencement Date, the monthly amount of the
benefit to which the Participant or Former Participant is entitled shall be
increased, effective with the first monthly pension payment following the death
of the Eligible Spouse, to a monthly payment equal to the single life annuity to
which he was entitled pursuant to the applicable provisions of Article IV at his
Pension Commencement Date.

                  (b)      Payment of Qualified Joint and Survivor Annuity. A
Qualified Joint and Survivor Annuity shall be paid in monthly installments and
shall be payable on the first day of each month commencing with the
Participant's or Former Participant's Pension Commencement Date, and shall
continue to, and include, the month in which he or his Eligible Spouse dies,
whichever is later.

                  (c)      Election of Optional Forms. A Participant or Former
Participant referred to in Subsection (a) shall have the right to elect, during
the Survivor Annuity Election Period, to receive all his benefits under this
Plan in a form other than that of a Qualified Joint and Survivor Annuity,
pursuant to one of the options set forth in Section 5.3; provided, however, that
except in the case of a Joint and 100% Survivor Annuity with his Eligible Spouse
as the Beneficiary such election shall not take effect unless:

                           (i)   His Eligible Spouse (or the Eligible Spouse's
                                 legal guardian if the Eligible Spouse is
                                 legally incompetent) has signed a written
                                 waiver form, which has been notarized or
                                 witnessed by a Plan representative, consenting
                                 to the Participant's or Former Participant's
                                 election and to the specific form of payment
                                 and/or alternate Beneficiary elected; or

                           (ii)  The Participant or Former Participant
                                 demonstrates, to the satisfaction of the
                                 Committee, that his Eligible Spouse cannot

                                       28

<PAGE>

                                 be located.

Any election or revocation made pursuant to this Subsection (c) shall be in
writing in a form satisfactory to the Committee. Notwithstanding anything to the
contrary contained in this Subsection (c), post-retirement death benefits shall
be payable in accordance with Subsection 4.5(f).

                  (d)      Information to Participant. During the Survivor
Annuity Election Period, but not less than 30 days prior to his Pension
Commencement Date, the Plan Administrator shall furnish the Participant or
Former Participant with a written notification (hereinafter referred to as the
"Notification"), setting forth, in non-technical language the following:

                           (i)   The terms and conditions of all available forms
                                 of payment, including information explaining
                                 the relative values of each form of payment;

                           (ii)  The right to make an election to waive the
                                 automatic form of payment applicable to the
                                 Participant or the Former Participant and the
                                 financial effect of such an election;

                           (iii) The rights of a Participant's or Former
                                 Participant's Eligible Spouse;

                           (iv)  The right to revoke a previous election to
                                 waive the automatic form of payment and the
                                 financial effect of such a revocation; and

                           (v)   If the Participant or Former Participant has
                                 not attained Normal Retirement Age, the
                                 Participant's or Former Participant's right to
                                 defer commencement of his benefit until Normal
                                 Retirement Age.

Notwithstanding anything in the Plan to the contrary, a Participant's or Former
Participant's Pension Commencement Date may be less than 30 days after the
foregoing information is received (but not earlier than the date such
information is received) by the Participant or Former Participant if:

                                       29

<PAGE>

                  (i)      the Participant or Former Participant is given notice
                           of his or her right to a 30-day election period in
                           which to consider whether to waive the automatic form
                           of payment and elect an optional form and, to the
                           extent applicable, consent to the distribution;

                  (ii)     the Participant or Former Participant affirmatively
                           elects a distribution and a form of payment and the
                           Eligible Spouse, if necessary, consents to the form
                           of payment elected;

                  (iii)    the Participant or Former Participant is permitted to
                           revoke his or her affirmative election at any time
                           prior to the Pension Commencement Date or, if later,
                           the expiration of a 7-day period beginning on the day
                           after the explanation described in this Section is
                           provided to the Participant or Former Participant;
                           and

                  (iv)     distribution to the Participant or Former Participant
                           does not commence before the expiration of the 7-day
                           period described in (iii), above.

         5.2.     Unmarried Participants. If a Participant or Former Participant
does not have an Eligible Spouse at his Pension Commencement Date, he shall
receive his pension as an annuity payable for life in accordance with the
provisions of Article IV, unless he elects, during the Survivor Annuity Election
Period, to receive all of his pension benefits under this Plan in a form other
than a single life annuity, pursuant to one of the Options set forth in Section
5.3. A pension benefit under this Section 5.1 shall be payable to the Pensioner
on the first day of each month, commencing with his Pension Commencement Date
and continuing to, and including, the month in which his death occurs. During
the Survivor Annuity Election Period, but not less than 30 days prior to his
Pension Commencement Date, the Plan Administrator shall provide an unmarried
Participant or Former Participant with written information similar to the
information described in Section 5.1(d) that is provided to married
Participants.

         5.3.     Optional Forms of Payment. Types of Options. Subject to the
provisions of Sections 5.1 and 5.2, any Participant or Former Participant may,
by written notice in a form satisfactory to the Committee, during the Survivor
Annuity Election Period, elect to receive his benefit in accordance with one of
the following options:

         Option 1.

         A reduced pension, which is the Actuarial Equivalent of the pension
         benefit payable to him pursuant to Article IV, payable during the
         Pensioner's life, with the provision that after his death a pension in
         a monthly amount of either 100% or 50% of the pension payable during
         such Pensioner's life shall be paid during the life of, and to, a
         contingent annuitant designated by him at the time of his election of
         this option, with no other amounts payable under this Plan other than
         the lump

                                       30

<PAGE>

         sum death benefit described in 4.5(f), if applicable.

         Option 2.

         A reduced pension, which is the Actuarial Equivalent of the pension
         benefit payable to him pursuant to Article IV, payable during the
         Pensioner's life, provided, that if the Pensioner dies before having
         received 120 monthly payments, such payments shall continue to be paid
         to his Beneficiary until a total of 120 such payments have been made,
         with no other amounts payable under this Plan other than the lump sum
         death benefit described in 4.5(f), if applicable.

         Option 3.

         A reduced pension, which is the Actuarial Equivalent of the pension
         benefit payable to him pursuant to Article IV, payable during the
         Pensioner's life, provided, that if the Pensioner dies before having
         received 60 monthly payments, such payments shall continue to be paid
         to his Beneficiary until a total of 60 such payments have been made,
         with no other amounts payable under this Plan other than the lump sum
         death benefit described in 4.5(f), if applicable.

         Option 4.

         A pension, as provided under Section 4.2 hereof, payable during the
         life of the Pensioner, with no other amounts payable under this Plan
         other than the lump sum death benefit described in 4.5(f), if
         applicable.

If a Participant or Former Participant has designated a contingent annuitant
under Option 1 of this Subsection (a) who is other than his spouse, the
percentage payable to the contingent annuitant after the Participant's or Former
Participant's death may not exceed the applicable percentage from the table set
forth in Schedule I. If a Participant or Former Participant has designated a
Beneficiary under Option 2 or Option 3 of this Subsection (a), the number of
monthly payments guaranteed shall be calculated so that the number of guaranteed
monthly payments remaining as of the beginning of the calendar year preceding
the Participant's or Former Participant's Mandatory Distribution Date does not
exceed the joint life expectancy of the Participant or Former Participant and
his Beneficiary, or if less, and the Beneficiary is not the spouse, the
applicable number from the table set forth in Schedule II. The payment of
benefits pursuant to Options 1, 2, 3 or 4 shall be in monthly installments
payable on the first day of the month. Notwithstanding anything to the contrary
contained in this Subsection (a), post-retirement death benefits shall be
payable in accordance with Subsection 4.5(f).

                  (a)      Death of Beneficiary. If a Beneficiary designated
under one of the foregoing options dies prior to the Participant's or Former
Participant's Pension Commencement Date, the election of that option shall
automatically be nullified and the Participant or Former Participant may make a
new election, subject to the provisions of Sections 5.1 and 5.2 and this Section
5.3. If the Participant or Former Participant fails to make a new election and
he has an Eligible Spouse, his benefits shall be paid in the

                                       31

<PAGE>

form of a Qualified Joint and Survivor Annuity and if the Participant or Former
Participant does not have an Eligible Spouse, he shall be deemed to have elected
Option 4 of Subsection (a) and the payment of benefits under this Plan shall be
made accordingly. If a Beneficiary designated under Option 2 or Option 3 dies
after commencing to receive benefits under such option but prior to the time the
120th monthly payment or 60th monthly payment, as the case may be, has been made
under such option, the actuarial value of the remaining monthly payments to be
made under such Option shall be paid in a single sum to the Beneficiary's
estate.

         5.4.              Suspension of Benefits.

                  (a)      Suspensions After Normal Retirement Date. No benefit
shall be paid to any Participant or Former Participant under the Plan during any
period of employment or reemployment after a Participant's or Former
Participant's Normal Retirement Date and prior to his Mandatory Distribution
Date with respect to any month in which the Participant or Former Participant
has any Suspension Service, as described in Subsection 5.4(a)(i) hereof.

                           (i)   Suspension Service. A Participant or Former
                                 Participant shall be deemed to have Suspension
                                 Service in any month which is after his Normal
                                 Retirement Date, but prior to his Mandatory
                                 Distribution Date, in which he completes an
                                 Hour of Service on eight (8) or more days in
                                 such month and, effective January 1, 1991, in
                                 which he completes 100 or more Hours of
                                 Service.

                           (ii)  Commencement or Recommencement of Benefits.
                                 Benefits suspended under this Subsection (a)
                                 shall commence or recommence no later than the
                                 earliest of (A) the first day of the month next
                                 following the Participant's or Former
                                 Participant's termination of employment with
                                 the Employer and all Affiliated Companies, (B)
                                 the Participant's or Former Participant's
                                 Mandatory Distribution Date, or (C) the first
                                 day of the month following the month in which
                                 he first fails to have Suspension Service. The
                                 resumed benefit payments shall be recalculated
                                 on the basis of Compensation earned and years
                                 of Credited Service (if any) credited during
                                 such period of Suspension Service, and no
                                 actuarial or other adjustment shall be made to
                                 the Participant's or Former Participant's
                                 benefit to reflect payments suspended with
                                 respect to those months during which such
                                 Participant or Former Participant had
                                 Suspension Service. In addition, such resumed
                                 payment shall be offset by (1) any benefit paid
                                 with respect to a month in which the
                                 Participant had Suspension Service where the
                                 amount so paid has not been returned or repaid
                                 to the Plan as described in Subsection
                                 5.4(a)(iii) and (2) any payment described in
                                 Subsection 5.4(b).

                                       32

<PAGE>

                           (iii) Offset. To the extent that the Plan has paid
                                 benefits to a Participant or Former Participant
                                 with respect to any month in which he has
                                 Suspension Service which amounts have not
                                 previously been recovered by the Plan, the Plan
                                 shall defer commencement or recommencement of
                                 benefits under Subsection 5.4(a)(ii) hereof for
                                 a period of two (2) calendar months, or until
                                 the amounts paid with respect to months in
                                 which the Participant or Former Participant has
                                 Suspension Service have been recovered (without
                                 interest), whichever is the first to occur. If,
                                 at the end of the said two-month period there
                                 remains an unrecovered amount which was paid to
                                 the Participant or Former Participant during or
                                 with respect to a period of Suspension Service,
                                 such amount shall be recovered (without
                                 interest) by the Plan by reducing each benefit
                                 payment due the Participant or Former
                                 Participant or his Eligible Spouse or
                                 Beneficiary after benefit commencement or
                                 recommencement by the lesser of:

                                   (A)  the excess of the amount of the benefits
                                        paid to the Participant or Former
                                        Participant with respect to months in
                                        which he had Suspension Service over the
                                        amount of such benefits which have been
                                        restored to, or recovered by the Plan,
                                        or

                                   (B)  25% of the Participant's or Former
                                        Participant's monthly (or periodic)
                                        benefit payments.

                           (iv)  Notifications. No payment shall be withheld or
                                 suspended by the Plan pursuant to this
                                 Subsection (a) until the Plan has notified the
                                 Participant or Former Participant by personal
                                 delivery or first class mail of the fact that
                                 such withholding or suspension is occurring or
                                 shall occur. Such notification shall contain a
                                 detailed description of the specific reasons
                                 why benefit payments are being suspended or
                                 withheld, a general description of the Plan
                                 provisions relating to the suspension of
                                 benefit payments, a copy of such provisions,
                                 and a statement that the applicable Department
                                 of Labor regulations governing suspensions of
                                 benefits may be found at Title 29, Code of
                                 Federal Regulations, Section 2530.203-3. The
                                 notification shall also advise the Participant,
                                 Former Participant, Eligible Spouse or other
                                 Beneficiary to whom directed of the Plan's
                                 procedure for affording a review of the
                                 suspension of benefits.

                  (b)      Suspensions Prior to Normal Retirement Date. If a
Pensioner is reemployed by the Employer or an Affiliated Company after his
Pension Commencement Date and prior to his Normal Retirement Date, benefits
otherwise

                                       33

<PAGE>

payable to the Pensioner shall be suspended under this Subsection 5.4(b) during
each month of the Pensioner's period of reemployment prior to his Normal
Retirement Date in which he completes 100 or more Hours of Service. If the
reemployed Pensioner continues in employment beyond his Normal Retirement Date,
his benefits shall continue to be suspended in accordance with Subsection (a)
and shall recommence as described in that Subsection. If the reemployed
Pensioner again has a termination of employment with the Employer and all
Affiliated Companies prior to his Normal Retirement Date, the Pensioner's
benefits, recalculated on the basis of Compensation and years of Credited
Service (if any) earned during the period of suspension, shall commence to be
paid pursuant to Section 4.2 or 4.4, whichever applies, as if the Pensioner had
not previously elected a Pension Commencement Date. In either event, the
Pensioner's benefits upon recommencement shall be reduced by the Actuarial
Equivalent of the benefits paid prior to the Pensioner's Normal Retirement Date.

                  (c)      Form of Payment of Recommenced Benefits. A Pensioner
whose benefits have been suspended during a period of reemployment after a
Pension Commencement Date which occurred prior to his Normal Retirement Date
shall be entitled to elect the form of payment for his entire benefit, including
amounts accrued both before and during reemployment, in accordance with Article
V. A Pensioner whose benefits have been suspended during a period of
reemployment after a Pension Commencement Date which occurred on or after his
Normal Retirement Date shall have his entire benefit, including amounts accrued
both before and during reemployment, paid in the form elected by the Pensioner
on his prior Pension Commencement Date.

         5.5.              Accruals While Benefits Are In Pay Status.

                  (a)      In the event that a Participant is credited with a
benefit accrual during and/or after the Plan Year in which the Participant
attains Normal Retirement Age and after the distribution of benefits has
commenced hereunder, the amount of pension payable to the Participant as
determined as of his Pension Commencement Date shall be adjusted annually as of
each January 1 following his Pension Commencement Date, up to and including the
January 1 next following the date the Participant ceases to accrue benefits
under the Plan. Such annual adjustment shall include any increase (but not any
decrease) in the Participant's Accrued Annual Pension as a result of additional
years of Credited Service and Compensation (including, for any period that would
not constitute Suspension Service under Subsection 5.4(a)(i), an Actuarial
Equivalent adjustment to such increase to reflect payment commencing after
Normal Retirement Age) since the Participant's Pension Commencement Date or the
last such annual adjustment, whichever applies. In addition, such annual
adjustment shall be reduced (but not below zero) by the Actuarial Equivalent of
any benefits paid to the Participant since his Pension Commencement Date during
any period that would have constituted Suspension Service under Subsection
5.4(a)(i) had the Participant not reached his Mandatory Distribution Date, to
the extent not previously taken into account under this Section; provided,
however, that the amount, if any, of the benefits paid to the Participant which
exceeds the amount the Participant would have received if distribution had been
made in the automatic form of

                                       34

<PAGE>

benefits described in Section 5.1 or 5.2, whichever applies, for such
Participant shall be disregarded in determining the Actuarial Equivalent of such
benefits for purposes of the reduction described in this sentence.

                  (b)      If a Participant is reemployed as an Employee after
his Pension Commencement Date and prior to his Normal Retirement Date under
circumstances in which his benefit is not suspended under Section 5.4(b), he
shall continue to receive the same benefit during the period of reemployment as
he was receiving immediately prior to reemployment until the earlier of:

                           (i)   the date the Participant again terminates
                                 employment with the Employer and all Affiliated
                                 Companies; or

                           (ii)  his Normal Retirement Date,

when the Participant's benefit shall be adjusted to reflect the results of
recalculation of his benefit taking into account the Participant's age on such
date and Compensation and years of Credited Service (if any) earned during the
period of reemployment. Such recalculated benefit shall be reduced by the
Actuarial Equivalent of the benefits paid prior to the Participant's Normal
Retirement Date.

         5.6.              Direct Rollovers. Effective In the event any payment
or payments to be made under the Plan to a Participant, a Beneficiary who is the
surviving spouse of a Participant, or an Alternate Payee who is the spouse or
former spouse of a Participant, would constitute an "eligible rollover
distribution," such individual may request that such payment or payments be
transferred directly from the Trust to the trustee of an "eligible retirement
plan." Any such request shall be made in writing, on the form prescribed by the
Committee for such purpose, at such time in advance as the Committee may
specify.

         For purposes of this Section 5.6,

                  (a)      "eligible rollover distribution" shall mean a
distribution from the Plan, excluding (i) any distribution that is one of a
series of substantially equal periodic payments (not less frequently than
annually) over the life (or life expectancy) of the individual, the joint lives
(or joint life expectancies) of the individual and the individual's designated
Beneficiary, or a specified period of ten (10) or more years, (ii) any
distribution to the extent such distribution is required under section 401(a)(9)
of the Code, (iii) with respect to distributions made prior to January 1, 2002,
any distribution to the extent such distribution is not included in gross
income, and (iv) any hardship distribution described in section
401(k)(2)(B)(i)(IV) of the Code or, effective January 1, 2002, any hardship
distribution; and

                  (b)      "eligible retirement plan" shall mean (i) an
individual retirement account described in section 408(a) of the Code, (ii) an
individual retirement annuity described in section 408(b) of the Code (other
than an endowment contract), (iii) an annuity plan described in section 403(a)
of the Code, (iv) a qualified plan the terms of

                                       35

<PAGE>

which permit the acceptance of rollover distributions, (v) effective January 1,
2002, an eligible deferred compensation plan described in section 457(b) of the
Code that is maintained by an eligible employer described in section
457(e)(i)(A) of the Code that shall separately account for the distribution, or
(vi) effective January 1, 2002, an annuity contract described in section 403(b)
of the Code; provided, however, that (A) the eligible retirement plans described
in clauses (iii) and (iv) shall not apply with respect to a distribution made
prior to January 1, 2002 to a Beneficiary who is the surviving spouse of a
Participant and (B) with respect to a distribution (or portion of a
distribution) consisting of after-tax employee contributions, "eligible
retirement plan" shall mean a plan described in clause (iv) that separately
accounts for such amounts or a plan described in clause (i) or (ii).

         5.7.              Application for Benefits. Benefit payments shall
commence when properly written application for same is received by the
Committee. In the event that a Participant or Former Participant, or the
Eligible Spouse or Beneficiary of a deceased Participant or Former Participant
entitled to benefits under Section 4.5 fails to apply to the Committee by the
earlier of (a) the Participant's or Former Participant's Normal Retirement Date
or the date of his termination of employment with the Employer and all
Affiliated Companies, if later, or (b) the end of the calendar year in which the
Participant or Former Participant attains his Mandatory Distribution Date, the
Committee shall make diligent efforts to locate such individual and obtain such
application. In the event the individual fails to make application by the
Participant's or Former Participant's Mandatory Distribution Date, the Committee
shall commence distribution as of the Mandatory Distribution Date without such
application. No payments shall be made for the period in which benefits would
have been payable if the individual had made timely application therefor;
provided, however, that, if the Pension Commencement Date has been delayed until
after the Participant's or Former Participant's Normal Retirement Date solely by
reason of failure to make application, and not by reason of Suspension Service
as described in Subsection 5.4(a)(i), the benefit payable (a) to the Participant
or Former Participant on and after his Pension Commencement Date, or (b) to his
Eligible Spouse pursuant to Section 4.5 on and after the Eligible Spouse's
Pension Commencement Date, shall be equal to the Actuarial Equivalent of the
benefit the Participant or Former Participant or the Eligible Spouse would have
received had benefits commenced on the Normal Retirement Date, as determined to
reflect the deferral of benefit commencement.

         5.8.              Beneficiary Designation. If a Participant or Former
Participant has an Eligible Spouse, his Eligible Spouse shall be his Beneficiary
unless the Participant or Former Participant designates someone other than his
Eligible Spouse as his Beneficiary (other than a contingent Beneficiary) and the
Eligible Spouse consents to such designation. If the Participant or Former
Participant does not have an Eligible Spouse, or if his Eligible Spouse
consents, the Participant or Former Participant shall have the right to
designate someone else as a Beneficiary, which term shall include a contingent
annuitant under Option 1 of Subsection 5.3(a), to receive the amount, if any,
payable pursuant to this Plan upon his death and may from time to time change
any such designation in accordance with procedures established by the Committee.

                                       36

<PAGE>

Notwithstanding anything in this Plan to the contrary, the consent of the
Eligible Spouse shall not be required in the event a Participant or Former
Participant designates someone other than the Eligible Spouse as Beneficiary
only with respect to benefits payable pursuant to Subsection 4.5(f). Each such
designation shall be in a written instrument filed with the Committee, and shall
be in such form as may be required by the Committee. In the event that a
Participant or Former Participant designates someone other than his Eligible
Spouse as his Beneficiary (other than as a contingent Beneficiary or for
purposes of Subsection 4.5(f)), such Beneficiary designation shall not be
effective unless (A) the Eligible Spouse consents to such Beneficiary
designation in writing, in a form acceptable to the Committee, and such consent
is witnessed by a Plan representative or a notary public and acknowledges the
specific alternate Beneficiary designated or (B) the Participant or Former
Participant provides the Committee with sufficient evidence to show that the
Participant or Former Participant does not have an Eligible Spouse or that his
Eligible Spouse cannot be located. The Committee shall decide which Beneficiary,
if any, shall have been validly designated. If no Beneficiary has been
designated or if the Committee has determined that the designation is not
effective, if the Participant or Former Participant has a surviving Eligible
Spouse, the Eligible Spouse shall conclusively be determined to be the
Beneficiary and if the Participant or Former Participant does not have an
Eligible Spouse or the Eligible Spouse cannot be located, the executor of the
shall or the administrator of the estate of the deceased Participant or Former
Participant shall be conclusively determined to be the designated Beneficiary.

         5.9.              Incapacity. In the event that the Committee shall
find that any Pensioner or other person entitled to a benefit under this Plan is
unable to care for his affairs due to illness or accident, any payments due such
Pensioner or other person may be made to his duly appointed legal
representative, and in the absence of a duly appointed legal representative, the
Committee may, in its discretion, make such payments to a child, parent or
spouse of such Pensioner or other person, or to any other person with whom he
resides or who is charged with his care. Any payment or payments so made shall
be in complete discharge of the payment or payments so made shall liability
under this Plan to make such payments.

         5.10.    Assignment and Alienation.

                  (a)      General. No pension or other benefit shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and in the event of any attempt to so anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any benefit under
this Plan, such benefit, in the discretion of the Committee, shall terminate,
and in such event, the Committee shall hold or apply the same to or for the
benefit of such Participant, Former Participant, Pensioner or other person
entitled to the benefit, his spouse, children, parents or other dependents, or
any of them, in such manner and in such proportion as the Committee may deem
proper. Notwithstanding the foregoing, benefits shall be paid in accordance with
the applicable requirements of any Qualified Domestic Relations Order, any
federal tax levy pursuant to Section 6331 of the Code or, subject to the
provisions of Section 401(a)(13) of the

                                       37

<PAGE>

Code, any judgment, order, decree or settlement agreement entered into on or
after August 5, 1997, between the Participant or Former Participant and the
Secretary of Labor or the Pension Benefit Guaranty Corporation relating to a
violation (or alleged violation) of part 4 of subtitle B of title I of ERISA.

                  (b)      Welfare Benefits. Notwithstanding the provisions of
Subsection (a), a Pensioner or Beneficiary may make a voluntary assignment of
any benefit payment for the purpose of paying premiums, in part or in full,
under any life, health, hospitalization or similar insurance policy or program
under which he previously participated by reason of the employment with the
Employer of such Pensioner or of the person who designated such Beneficiary, if
the assignee acknowledges in writing to the Pensioner or Beneficiary and to the
Plan Administrator, within 90 days after the date the assignment is made, that
the assignee has no enforceable right in, or to, any benefit payment or portion
thereof, except to the extent of payments actually received pursuant to the
terms of the assignment. Any assignment made under this Subsection 5.10(b) shall
be revocable by the Pensioner or Beneficiary, as the case may be, at any time.

         5.11.    Limitations on Commencement and Duration of Benefit
PaymentsBenefits payable by reason of a Participant's or Former Participant's
retirement (including deferred vested benefits) shall normally be paid as
provided in applicable Sections of this Article and Article IV, whichever
applies. Unless the Participant or Former Participant elects otherwise,
retirement benefits shall commence not later than the 60th day after the latest
of the close of the Plan Year in which (i) occurs the date on which he attains
age 65, (ii) occurs the tenth anniversary of the year in which he commenced
participation in the Plan, or (iii) he terminates employment with the Employer
and all Affiliated Companies. The failure of a Participant or Former Participant
to apply for his benefit pursuant to Section 5.7 by the date prescribed in the
preceding sentence shall be deemed an election to defer payment to a later date.
Notwithstanding the foregoing, a Participant's or Former Participant's Pension
Commencement Date shall in no event be later than his Mandatory Distribution
Date.

                  (b)      Minimum Distribution Requirements. Notwithstanding
anything in the Plan to the contrary, the form and timing of all distribution
under the Plan shall otherwise comply with the requirements of section 401(a)(9)
of the Code and the regulations thereunder, including the incidental death
benefit requirements of Treas. Reg. Section 1.401(a)(9)-5. With respect to
distributions under the Plan made for calendar years beginning on or after
January 1, 2002, the Plan shall apply the minimum distribution requirements of
section 401(a)(9) of the Code in accordance with the regulations under section
401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision
of the Plan to the contrary. This amendment shall continue in effect until the
end of the last calendar year beginning before the effective date of final
regulations under section 401(a)(9) or such other date as may be specified in
guidance published by the Internal Revenue Service. With respect to
distributions under the Plan made for calendar years beginning on or after
January 1, 2003, the Plan shall apply the minimum distribution requirements of
section 401(a)(9) of the Code in accordance with the final Treasury Regulations
under section 401(a)(9) that were

                                       38

<PAGE>

published on April 17, 2002.

                                       39

<PAGE>

                                   ARTICLE VI

                             TRANSFER OF EMPLOYMENT

         6.1.              Definitions. As used in this Article VI:

                  (a)      "Companion Plan" shall mean each pension, stock bonus
or profit-sharing plan (other than this Plan and the AMETEK Retirement and
Savings Plan (effective May 1, 1999, the 401(k) feature of the AMETEK Retirement
and Savings Plan)) maintained by the Employer or any Affiliated Company, or to
which the Employer or any Affiliated Company makes contributions and which is a
qualified plan pursuant to the provisions of Section 401(a) of the Code.

                  (b)      "Covered Employment" shall mean employment as an
Employee, other than employment while covered, or in a category of Employees
eligible for coverage, under any Companion Plan.

                  (c)      "Non-Covered Employment" shall mean employment with
the Employer or any Affiliated Company, including employment as a leased
employee within the meaning of Section 414(n) or 414(o) of the Code, other than
Covered Employment.

                  (d)      "Non-Covered Service" shall mean periods of
Non-Covered Employment, except employment as a leased employee within the
meaning of Section 414(n) or 414(o) of the Code, which if they had been served
in Covered Employment would have constituted Credited Service under this Plan.

         6.2.              Transfer of Employment.

                  (a)      Credited Service. If a Participant transfers to
Non-Covered Employment, upon his subsequent severance from service with the
Employer or any Affiliated Company, his Credited Service for all purposes under
this Plan, except for determining his Accrued Annual Pension, shall equal the
sum of (i) his Credited Service in Covered Employment (as determined under
Article III of this Plan) and (ii) his Non-Covered Service, subject to the
provisions of Subsection 6.4(a).

                  (b)      Accrued Annual Pension. If a Former Participant whose
employment status has changed from Covered Employment to Non- Covered Employment
is entitled to benefits under this Plan, the amount of his benefits under this
Plan shall be determined solely on the basis of his Accrued Annual Pension as of
the date his employment status changed to Non-Covered Employment, subject to the
provisions of Subsection 6.4(a).

                  (c)      Form of Payment. The type of benefits payable to a
Former Participant whose employment status has changed to Non-Covered Employment
and

                                       40

<PAGE>

who is entitled to benefits under this Plan shall be determined under Article IV
of this Plan as if he had continued as a Participant for the subsequent period
of his Non- Covered Employment.

                  (d)      Payment of Lump Sum Death Benefits. If an individual
is entitled to benefits from one or more Companion Plans in which he
participated subsequent to his last period of Covered Employment, and if such
Companion Plan benefits include a single sum death benefit, he shall not be
entitled to receive death benefits under Subsection 4.5(f) of this Plan.

         6.3.              Subsequent Service as Employee.

                  (a)      Credited Service. If the employment status of an
individual changes from Non-Covered Employment to Covered Employment, upon his
subsequent severance from service with the Employer and all Affiliated
Companies, his Credited Service for all purposes under this Plan, except for
determining his Accrued Annual Pension, shall equal the sum of (i) his
Non-Covered Service and (ii) his Credited Service in Covered Employment (as
determined under Article III of this Plan).

                  For purposes of this Subsection 6. 3(a) only, service with an
employer other than the Company or an Affiliated Company that is credited under
a Companion Plan shall be considered Non-Covered Service.

                  (b)      Accrued Annual Pension. If an individual whose
employment status has changed from Non-Covered Employment to Covered Employment
is entitled to benefits under this Plan, the actuarial value of the "benefits"
to which he shall be entitled under this Plan upon his severance from service
with the Employer and all Affiliated Companies shall be equal to the excess of
(i) the actuarial value of the "benefits" which he would have been entitled to
receive under this Plan if his Accrued Annual Pension were computed by including
as Credited Service both his Credited Service in Covered Employment (as
determined under Article III of this Plan) and his Non-Covered Service while
covered by any Companion Plan in which the Employee previously participated,
over (ii) the actuarial value of the "benefits," if any, attributable to
contributions made by the Employer or any Affiliated Company, to which he may be
entitled from any Companion Plan in which he previously participated. For
purposes of this Subsection (b), actuarial value shall be determined using the
factors described in Section 1. 2 and the term "benefits" shall refer to
benefits payable in the form of a single life annuity commencing at the
individual's Normal Retirement Date.

         6.4.              Additional Limitations. In determining benefits under
 this Article VI, the following rules shall apply:

                  (a)      If an Employee has made transfers both to and from
Non-Covered Employment, in determining the benefits to which he is entitled
under this Plan, the provisions of Section 6.3 shall first be applied with
respect to all periods of service with

                                       41

<PAGE>

the Employer or any Affiliated Company prior to the last date on which such
individual performed service in Covered Employment, and the provisions of
Section 6. 2 shall be applied only to subsequent periods of service;

                  (b)      If an Employee is entitled to benefits under this
Plan and is also entitled to benefits from one or more Companion Plans in which
he participated subsequent to his last period of service in Covered Employment,
then any benefits payable under this Plan shall, to the extent possible, be paid
at the same time and in the same form as the benefits paid to him under the last
such Companion Plan in which he participated and from which he is entitled to
benefits; and

                  (c)      If an individual who has made a transfer to or from
Non-Covered Employment has completed less than five full calendar years as an
Employee, then to the extent required to obtain five consecutive years of
Compensation in order to compute such individual's Average Annual Compensation,
his Compensation for periods of Non-Covered Employment shall include wages
computed on an hourly or daily basis, a piecework basis, or other comparable
basis paid by the Employer or any Affiliated Company.

                                       42

<PAGE>

                                  ARTICLE VII

                            CONTRIBUTIONS AND FUNDING

         7.1.              Contributions. The Employer shall make contributions
under this Plan in amounts not less than the minimum amounts required to comply
with the provisions of the Code regarding qualified pension trusts. Such amounts
shall be determined from time to time by the Employer after consultation with
the Actuary. All such contributions shall be paid to the Trustee. No
contributions shall be made by Participants.

         7.2.              Assets Held in Trust. The Trustee shall hold, invest,
re-invest and distribute the Trust Fund and shall have exclusive authority and
discretion to manage and control the assets of this Plan in accordance with the
provisions of this Plan and of the Trust; provided, however, that if the Company
has appointed an Investment Manager to manage all or part of the assets of this
Plan, the authority or discretion delegated to the Investment Manager shall, to
the extent granted, and for the period of the appointment, supersede the
authority and discretion of the Trustee to manage and control the assets of this
Plan.

         7.3.              No Reversion of Trust Assets. Except as provided in
Subsection 9.5(c), none of the contributions made by the Employer shall ever be
recouped by or returned to them until all liabilities under this Plan are
satisfied.

         7.4.              Benefits Payable from Trust Fund. Benefits pursuant
to this Plan shall be payable only from the Trust Fund and only to the extent
that the Trust Fund shall be sufficient.

         7.5.              Forfeitures. Any forfeitures arising in the operation
of this Plan shall be applied in reduction of the Employer's contributions, and
may not be applied toward an increase in benefits under this Plan.

         7.6.              Administrative Expenses. The expenses of
administering this Plan and the Trust shall be paid from the Trust Fund unless
they are paid by the Employer.

         7.7.              Appointment of Trustee, Actuary and Investment
Manager.

                  (a)      Appointment of Trustee. The Company shall appoint one
or more persons, firms or corporations to act as Trustee or Trustees of the
assets of this Plan and to hold the assets as provided for by Section 7.2.

                  (b)      Appointment of Actuary. The Company shall appoint a
consulting actuarial firm whose staff includes at least one actuary enrolled by
the Joint Board for

                                       43

<PAGE>

the Enrollment of Actuaries to provide actuarial data and calculations with
respect to this Plan.

                  (c)      Appointment of Investment Manager. The Company may,
from time to time, appoint one or more investment managers, who satisfy the
requirements of Section 3(38) of ERISA, to manage, acquire and dispose of the
assets of this Plan, or such part of the assets as is specified in such
appointment.

                  (d)      Revocation of Appointment. Any appointment made under
this Section 7.7 may be revoked or modified by the Company at any time and a new
appointment made hereunder.

         7.8.              Funding Policy. The Company shall periodically
determine this Plan's short and long-run financial needs, and it shall
communicate such requirements to the Trustee or the Investment Manager, if one
has been appointed, or to both, as the case may be.

                                       44

<PAGE>

                                  ARTICLE VIII

                 ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR

         8.1.              Administrative Committee. The Committee shall have
the authority to control and manage the operation and administration of this
Plan (other than the authority to manage and control the assets of this Plan),
except to the extent such powers have been assigned or allocated to a Plan
Administrator pursuant to Sections 8.11 or 8.13, or delegated to any other
person pursuant to Section 8.13. The Committee and the Plan Administrator shall
be "named fiduciaries" within the meaning of Section 402 of ERISA.

         8.2.              Appointment of Committee. The Committee shall consist
of at least three persons, all of whom shall be appointed by the Company to
serve at its pleasure. The members may, but need not be, officers or directors
of the Company. If at any time there shall be fewer than three members of the
Committee, the Company shall appoint one or more new members so that there shall
be at least three members; provided, however, that pending the filling of any
vacancy, the remaining members of the Committee shall have authority to act. The
appointment of a member to the Committee shall become effective upon delivery of
his written acceptance of such appointment to the Company.

         8.3.              Removal of Member. A member of the Committee shall
cease to be such upon his death, resignation, removal by the Company or being
declared legally incompetent. Any member of the Committee may resign, and such
resignation shall become effective upon delivery of his written notice of
resignation to the Company and to each other member of the Committee then
acting. The Company may remove any or all of the members of the Committee, with
or without cause, by delivery to the affected member or members, with copies to
each other member then acting of an instrument executed by the Company
evidencing such action.

         8.4.              Acceptance of Appointment. A copy of any instrument
evidencing the acceptance of appointment, resignation, or removal of a member of
the Committee shall be filed with the records of this Plan and shall be deemed a
part of this Plan.

         8.5.              Action by Committee. Any and all acts may be taken
and decisions may be made under this Plan by a majority of the members of the
Committee then acting, but if at any time there shall be only one acting member
of the Committee, actions may be taken and decisions made by the sole member.
The Committee may make any decision or take any action at a meeting duly called
and held or by a written document signed by the minimum number of Committee
members empowered to take action or make decisions at that time, as hereinabove
provided. The Company shall designate a Chairman, Vice Chairman and Secretary of
the Committee, and may designate one or more of the remaining members to serve
in such other offices as it

                                       45

<PAGE>

shall deem appropriate. Each such officer is authorized to sign any document on
behalf of the Committee, and a document so signed shall be conclusively presumed
to be the action of the Committee. The Committee may also delegate to each or
any one of their number authority to sign documents or to perform ministerial
acts on behalf of the Committee.

         8.6.              Employment of Agents. The Committee may enlist the
services of such agents, representatives and advisers as it may deem appropriate
to assist it in the performance of its duties under this Plan, including, but
not limited to, custodial agents for the Trust Fund, actuaries, attorneys and
accountants. The reasonable fees and expenses of such agents, representatives
and advisers shall be paid from the Trust Fund, unless they are paid by the
Company.

         8.7.              Compensation and Expenses of Committee. The members
of the Committee shall serve without compensation as such, but their reasonable
expenses incurred in connection with this Plan shall be paid from the Trust
Fund, unless the Employer, in its sole discretion, determines to pay them.

         8.8.              Committee Powers. The Committee shall have the
specific powers elsewhere herein granted to it and shall have such other powers
as may be necessary in order to enable it to discharge its responsibilities with
respect to this Plan, including, but not by way of limitation, the following:

                  (a)      To interpret and construe this Plan and to determine
all questions arising under this Plan, other than those specifically reserved
elsewhere herein for determination by the Company, and to correct any defect or
supply any omission or reconcile any inconsistency in this Plan in such manner
and to such extent as it shall deem expedient to effectuate the purposes and
intent of this Plan;

                  (b)      To determine all questions of eligibility and status
and rights of Participants and others under this Plan, either directly or on
appeal. The Committee shall have the exclusive discretionary authority to
determine eligibility for benefits under the Plan, to construe the terms of the
Plan, to make factual determinations and to determine any question which may
arise in connection with the operation or the administration of the Plan. The
actions and the decisions of the Committee shall be conclusive and binding upon
the Employer and any and all Participants, Former Participants, Eligible
Spouses, Beneficiaries, Alternate Payees and their respective heirs,
distributees, executors, administrators, or assignees; subject, however, to the
right of Participants, Former Participants, Eligible Spouses, Beneficiaries,
Alternate Payees and their respective heirs, distributees, executors,
administrators, or assignees to file a written claim under the claims procedure
as set forth in Section 8.9;

                  (c)      To request and obtain from the Actuary such
recommendations as to methods, factors and assumptions for determining the costs
of this Plan and such reports, actuarial valuations and actuarial certifications
as are necessary for the determination of normal, early and disability
retirement benefits, deferred vested

                                       46

<PAGE>

benefits and pre-retirement death benefits, and optional payments thereof,
payable under this Plan;

                  (d)      To make or cause to be made payment of all benefits
and expenses payable under this Plan;

                  (e)      To establish reasonable procedures to determine
whether a domestic relations order is a Qualified Domestic Relations Order for
making payments pursuant to such Order; and

                  (f)      To adopt and to amend from time to time such by-laws
and rules and regulations as it shall deem appropriate for the administration of
this Plan, which are not inconsistent with the terms and provisions of this
Plan.

         8.9.              Claim for Benefits. A Participant, Former
Participant, Alternate Payee or Beneficiary ("Claimant") shall file a claim for
benefits with the Committee at the time and in the manner prescribed by it. The
Committee shall provide adequate notice in writing or electronically to any
Claimant whose claim for benefits under the Plan has been denied. Such notice
must be sent within 90 days of the date the claim is received by the Committee,
unless special circumstances warrant an extension of time for processing the
claim. Such extension shall not exceed 90 days and no extension shall be allowed
unless, within the initial 90 day period, the Claimant is sent a notice of
extension indicating the special circumstances requiring the extension and
specifying a date by which the Committee expects to render its final decision.
The Committee's notice of denial to the Claimant shall set forth:

                  (a)      The specific reason or reasons for the denial;

                  (b)      Specific references to pertinent Plan provisions on
which the Committee based its denial;

                  (c)      A description of any additional material and
information needed for the Claimant to perfect his claim and an explanation of
why the material or information is needed;

                  (d)      A statement that the Claimant may:

                           (i)   Request a review upon written application to
                                 the Committee;

                           (ii)  Review pertinent Plan documents; and

                           (iii) Submit issues and comments in writing;

                  (e)      The name and address of the Committee's delegate to
whom the Claimant may forward his appeal; and

                  (f)      The procedure for the appeal of such denial and the
time limits

                                       47

<PAGE>

applicable for such procedure, including a statement of the Claimant's right to
bring a civil action under Section 502(a) of ERISA following an adverse benefit
determination on appeal.

The Committee's notice must further advise the Claimant that his failure to
appeal the action to the Committee in writing within the 60-day period shall
render the Committee's determination final, binding, and conclusive. Any appeal
that the Claimant wishes to make from the adverse determination must be made, in
writing, to the Committee, within 60 days after receipt of the Committee's
notice of denial of benefits. The Claimant or the Claimant's authorized
representative may examine the Plan and obtain, upon request and without charge,
copies of all information relevant to the Claimant's appeal. If the Claimant
should appeal to the Committee, he or his duly authorized representative may
submit, in writing, whatever issues and comments he or his duly authorized
representative feel are pertinent. The Committee shall re-examine all facts
related to the appeal and make a final determination as to whether the denial of
benefits is justified under the circumstances. The Committee shall advise the
Claimant, in writing, of its decision on his appeal. Such communication shall be
written in a manner calculated by be understood by the Claimant and shall
include the specific reasons for the decision, specific references to the Plan
provisions on which the decision is based, the Claimant's rights to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the claim for benefits, and
the Claimant's right to bring a civil action under Section 502(a) of ERISA. The
notice of the decision shall be given within 60 days of the Claimant's written
request for review, unless special circumstances (such as a hearing) would make
the rendering of a decision within the 60-day period unfeasible, but in no event
shall the Committee render a decision on an appeal from the denial of a claim
for benefits later than 120 days after receipt of a request for review. If an
extension of time for review is required because of special circumstances,
written notice of the extension shall be furnished to the Claimant prior to the
date the extension period commences.

         8.10.    Liability for Contributions. The Committee shall not be
responsible for the determination or collection of any contributions payable
under this Plan.

         8.11.    Plan Administrator. The Company may designate in writing
either the Committee, a person who may but need not be a member of the
Committee, or a firm or a corporation to act as the Plan Administrator under
this Plan. The appointment of a Plan Administrator shall be effective upon
delivery of written acceptance of such appointment to the Company and the
Committee. The Company may from time to time revoke such designation by notice
in writing mailed or delivered to the Company. A copy of any instrument
evidencing the designation, acceptance, resignation or removal of the Plan
Administrator shall be filed with the records of this Plan and shall be deemed
part of this Plan. For any period in which a Plan Administrator has not been
appointed under this Section 8.11, the Company shall be the Plan Administrator.
The Plan Administrator shall have those responsibilities assigned to the "plan
administrator" by ERISA, the Code, any other applicable law, any regulations
issued pursuant to any of the foregoing, and the provisions of this Plan.

                                       48

<PAGE>

         8.12.    Compensation and Expenses of Plan Administrator.

Unless the Plan Administrator is a firm or corporation, the Plan Administrator
shall serve without compensation; provided, however, that the reasonable
expenses incurred by the Plan Administrator under this Plan shall be paid from
the Trust Fund, unless the Employer, in its sole discretion, determines to pay
them. If the Plan Administrator is a firm or corporation, its compensation shall
be determined by agreement between it and the Company and shall be paid from the
Trust Fund, unless the Employer, in its sole discretion, determines to pay it.
If the Company is the Plan Administrator, it shall serve without compensation
and shall bear its own expenses.

         8.13.    Allocation of Duties. The Committee and the Plan Administrator
may further allocate their fiduciary responsibilities with respect to this Plan
among themselves, and may designate any other person or persons to carry out
their fiduciary responsibilities under this Plan. Any allocation or designation
pursuant to this Section 8.13 shall be in writing and shall constitute a part of
this Plan.

         8.14.    Participation of Committee Members and Plan Administrator.
Nothing contained in this Plan shall preclude any member of the Committee or any
Plan Administrator from becoming a Participant in this Plan, if he is otherwise
eligible, but he shall not be entitled to vote, act upon or sign any document
relating to his own participation in, or benefits under, this Plan.

         8.15.    Books and Records. The Committee and the Plan Administrator
shall maintain appropriate records of all actions taken. The Committee and the
Plan Administrator shall submit, make available or deliver on request to
governmental agencies or instrumentalities, the Company, Participants, Former
Participants entitled to benefits under this Plan, Pensioners, Alternate Payees,
Beneficiaries and other persons entitled thereto such reports, documents or
records as may be required by law, or as they may otherwise deem appropriate.
The Company may at any time inspect the records of the Committee and the Plan
Administrator.

         8.16.    Fiduciary Standard. The Committee and the Plan Administrator
shall exercise their powers in accordance with rules applicable alike to all
similar cases, and they shall discharge all their powers and duties under this
Plan in accordance with the terms of this Plan, solely in the interest of
Participants, Former Participants entitled to benefits under this Plan,
Pensioners, Alternate Payees and Beneficiaries and for the exclusive purpose of
providing benefits to Participants, Former Participants entitled to benefits
under this Plan, Pensioners, Alternate Payees and Beneficiaries, with the care,
skill prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of like character and with like aims.

         8.17.    Indemnification. To the extent permitted by law, the Company
shall indemnify and save each of the members of the Committee and each former
member of

                                       49

<PAGE>

the Committee, and the Plan Administrator and each former Plan Administrator,
if, while serving as a member of the Committee or as Plan Administrator, such
person is or was an employee of the Company or a member of the Committee
(hereinbelow referred to as an "Indemnitee"), and their respective heirs and
legal representatives, harmless from and against any loss, cost or expense,
including reasonable attorney's fees (collectively referred to as "Liability"),
which any such person may incur individually, or jointly, or jointly and
severally, arising out of or in connection with this Plan, unless such Liability
is determined to be due to a willful breach of the Indemnitee's responsibilities
under this Plan, ERISA, or other applicable law.

         8.18.    Dispute as to Duties. In the event that any dispute shall
arise as to any act to be performed by the Committee or the Plan Administrator,
the Committee or the Plan Administrator, as the case may be, may postpone the
performance of such act until final adjudication of such dispute shall have been
made in a court of competent jurisdiction.

                                       50

<PAGE>

                                   ARTICLE IX

                        ADOPTION, AMENDMENT, TERMINATION
                              OR TRANSFER OF ASSETS

         9.1.              Adoption by Other Companies. Subject to the approval
of the Board of Directors of the Company, any Affiliated Company may adopt and
become a party to this Plan by resolution of the Board of Directors of such
corporation, a certified copy of which shall be delivered to the Committee. The
effective date of any such adoption shall be the first day of a calendar month
as is fixed in the resolution of adoption.

         9.2.              Amendment or Termination. The Board of Directors of
the Company may amend, terminate or suspend this Plan at any time or from time
to time by a duly executed written instrument delivered to the Committee
evidencing such action; provided, however, that:

                  (a)      No amendment shall provide for the use of the Trust
Fund or any part thereof other than for the benefit of any Participant, Former
Participant entitled to benefits under this Plan, Pensioner, Alternate Payee or
Beneficiary;

                  (b)      No amendment shall deprive any Participant, Former
Participant entitled to benefits under this Plan, Pensioner, Alternate Payee or
Beneficiary of any of the benefits which are vested in him or to which he is
entitled under this Plan by reason of the prior death, disability or severance
of covered employment of the Participant, Former Participant or Pensioner; and

                  (c)      Without limiting the generality of the foregoing and
notwithstanding any provision contained in this Plan to the contrary, this Plan
may be amended at any time and from time to time in any respect so as to
maintain the qualification and exemption of the Plan and the Trust under
Sections 401(a) and 501(a) of the Code, and to comply with the provisions of
ERISA, regardless of whether any such amendment may change, alter or amend the
relative benefits under this Plan of any Participant, Former Participant
entitled to benefits under this Plan, Pensioner, Alternate Payee or Beneficiary.

         9.3.              Termination of Plan. This Plan shall terminate,
although the Trust Fund shall continue to be held by the Trustee for
distribution in accordance with Section 9.5, if and when:

                  (a)      It is declared terminated by a written instrument
duly executed in the name of the Company and delivered to the Committee and the
Trustee;

                  (b)      The Company is dissolved or liquidated or disposes of
substantially all of its assets without provision for continuation of this Plan
by any successor person, firm or corporation; or

                                       51

<PAGE>

                  (c)      The Company is judicially declared bankrupt or
insolvent by a court of competent jurisdiction.

         9.4.              Withdrawal by Participating Employer. Any Employer
shall be entitled to withdraw from this Plan with the consent of its board of
directors. Any Employer shall be deemed to withdraw from this Plan in the event
that it is judicially declared bankrupt or insolvent by a court of competent
jurisdiction, or in the event it loses its corporate existence by dissolution or
merger, unless, in any said event, its obligations under this Plan continue for
any one or more Employer, it shall be deemed that this Plan has been terminated
with respect to such withdrawing Employer and in such event the Trustee shall
perform the acts set forth in Section 9.5, with respect to the part of the Trust
Fund representing the contributions made by the withdrawing Employer. However,
if any Employee of the withdrawing Employer is immediately employed by any other
remaining Employer, then such Employee shall continue as a Participant in the
Plan with the same force and effect as though he had always been employed by the
new Employer and such Employee's benefits shall not be transferred to him but
shall be continued under this Plan by the new Employer.

         9.5.              Distribution of Benefits Upon Termination.

                  (a)      Vesting and Allocation of Benefits. Upon termination
or partial termination of this Plan, the right of each affected Participant or
Former Participant to the benefits accrued to him to the date of such
termination or partial termination shall become nonforfeitable. In the event the
Plan is terminated in full, the benefits payable to each Participant and Former
Participant, and their Eligible Spouses, Beneficiaries and Alternate Payees
under this Plan shall be provided for and paid from the Trust Fund in accordance
with the order of priority set forth in Section 4044 of ERISA and the
regulations and rulings from time to time promulgated thereunder. The Committee
shall have the discretionary authority to determine whether a "partial
termination" has occurred and the affected Participants and/or Former
Participants who are entitled to be fully vested as a result of such partial
termination.

                  (b)      Method of Payment. The Committee may, in its
discretion, provide for the satisfaction of benefits under this Section 9.5 by
the purchase of annuities, by the continuation of the Trust and making provision
for the payment therefrom of retirement pensions, by cash distributions from the
Trust, or by any combination thereof.

                  (c)      Reversion of Excess Assets. If any of the assets of
the Trust Fund shall remain after all liabilities under this Plan have been
satisfied, such assets shall be paid to the Company.

                  (d)      Non-Discrimination Requirement. If the Commissioner
of Internal Revenue determines that the allocation made pursuant to this Section
9.5 results in discrimination prohibited by Section 401(a)(4) of the Code, then
if required to prevent disqualification of this Plan and the Trust under the
provision of Section 401(a) of the Code, the assets allocated under Subsection
(a) shall be re-allocated to the extent

                                       52

<PAGE>

necessary to avoid such discrimination.

         9.6.              Limitation on Benefits. The following provisions
shall be effective with respect to distributions made on or after May 14, 1990;
distributions made prior to May 14, 1990 shall be subject to the restrictions
described in Treas. Reg.Section 1.401-4(c).

                  (a)      In the event of Plan termination, the benefit payable
to any highly compensated employee or any highly compensated former employee (as
defined in Section 414(q) of the Code and as such definition is applied under
other qualified retirement plans of the Employer) shall be limited to a benefit
that is nondiscriminatory under Section 401(a)(4) of the Code. If payment of
benefits is restricted in accordance with this Subsection (a), assets in excess
of the amount required to provide such restricted benefits shall become a part
of the assets available under Section 9.5 for allocation among Participants,
Former Participants, Eligible Spouses, Beneficiaries and Alternate Payees whose
benefits are not restricted under this Subsection (a).

                  (b)      The restrictions of this Subsection (b) shall apply
prior to termination of the Plan to any Participant or Former Participant who is
a highly compensated employee or highly compensated former employee and who is
one of the 25 highest paid employees or former employees of the Employer or an
Affiliated Company for any Plan Year. The annual payments to or on behalf of any
such Participant or Former Participant shall be limited to an amount equal to
(i) the payments that would have been made under a single life annuity that is
the Actuarial Equivalent of the sum of the Participant's or Former Participant's
Accrued Annual Pension and any other benefits under the Plan (other than a
social security supplement) plus (ii) the payments that the Participant or
Former Participant is entitled to receive under a social security supplement.

                  (c)      The restrictions in Subsection (b) shall not apply:

                           (i)   if, after the payment of benefits to or on
                                 behalf of such Participant or Former
                                 Participant, the value of the Plan assets
                                 equals or exceeds 110% of the value of the
                                 current liabilities (within the meaning of
                                 section 412(l)(7) of the Code);

                           (ii)  if the value of the benefits payable to or on
                                 behalf of the Participant or Former Participant
                                 is less than 1% of the value of current
                                 liabilities before distribution; or

                           (iii) if the value of the benefits payable to or on
                                 behalf of the Participant or Former Participant
                                 does not exceed $5,000 ($3,500 prior to January
                                 1, 2002).

         9.7.              Amendment to Vesting Schedule. If any amendment
changes the rate at which benefits under this Plan become vested, the Plan
Administrator shall give written notice thereof, within 60 days of the later of
the date on which such amendment was adopted or became effective, to each
Participant who has completed three or more

                                       53

<PAGE>

years of Credited Service prior to the sixtieth day following the latest of (i)
the date he receives notice of such amendment, (ii) the date the amendment is
adopted, or (iii) the date the amendment becomes effective. Such Participant may
elect to have the rate at which his benefits under this Plan vest determined
without regard to the amendment by filing a written election with the Plan
Administrator within 60 days of the latest of the dates specified in clauses
(i), (ii) and (iii) of the preceding sentence, and such election shall be
irrevocable.

         9.8.              Merger of Plan. In the event of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan,
each Participant shall have a benefit in the surviving or transferee plan if
such plan were then terminated immediately after such merger, consolidation or
transfer that is equal to or greater than the benefit he would have had
immediately before such merger, consolidation or transfer in the plan in which
he was then a participant had such plan been terminated at that time. For the
purposes hereof, former Participants, Beneficiaries and Alternate Payees shall
be considered Participants.

                                       54

<PAGE>

                                   ARTICLE X

                                 TOP HEAVY PLANS

         10.1.    Definitions. For purposes of this Article X, the following
definitions shall apply unless the context clearly indicates otherwise:

                  (a)      "Aggregation Group" shall mean the group of qualified
plans sponsored by the Employer or any Related Employer formed by including in
such group (1) all such plans in which a Key Employee participates in the Plan
Year containing the Determination Date, or any of the 4 preceding Plan Years
(effective January 1, 2002, the Plan Year), including any frozen or terminated
plan that was maintained within the 5-year period ending on the Determination
Date, (2) all such plans which enable any plan described in clause (1) to meet
the requirements of either section 401(a)(4) or section 410 of the Code, and (3)
such other qualified plans sponsored by the Employer or a Related Employer as
the Employer elects to include in such group, as long as the group, including
those plans electively included, continues to meet the requirements of sections
401(a)(4) and 410 of the Code.

                  (b)      "Determination Date" shall mean the last day of the
preceding Plan Year.

                  (c)      "Five Percent Owner" shall mean:

                           (i)   Any person who owns, or is considered as
                                 owning, within the meaning of Section 318 of
                                 the Code, as modified by Section 416 thereof,
                                 more than five percent (5%) of the outstanding
                                 stock of the Employer or any Related Employer
                                 or more than five percent (5%) of the total
                                 combined voting power of all of the stock of
                                 the Employer or any Related Employer; or

                           (ii)  If the Related Employer is not a corporation,
                                 any person who owns, or is considered as
                                 owning, within the meaning of Section 416 of
                                 the Code, more than five percent (5%) of the
                                 capital or profits of the Related Employer.

For purposes of this Subsection (c) the Employer and each Related Employer shall
not be treated as a single employer, and a person's ownership interest in the
Employer or any such Related Employer shall not be aggregated.

                  (d)      "Key Employee" shall mean any individual who is, or
was at any time during the Plan Year ending with the Determination Date or any
of the four (4) preceding Plan Years (or, effective January 1, 2002, during the
Plan Year):

                           (i)   an Officer, but only if the individual's Total
                                 Compensation

                                       55

<PAGE>

                                  exceeds (A) 50 percent (50%) of the dollar
                                  limit set forth in Section 415(b)(1)(A) of the
                                  Code, multiplied by the Adjustment Factor, for
                                  a Plan Year beginning before January 1, 2002,
                                  or (B) the dollar amount in effect under
                                  Section 416(i)(1)(A)(i) of the Code for a Plan
                                  Year beginning after December 31, 2001;

                           (ii)  For periods prior to January 1, 2002, a Top Ten
                                 Owner, but only if the individual's Total
                                 Compensation exceeds the dollar limit set forth
                                 in Section 415(c)(1)(A) of the Code, as
                                 adjusted for increases in the cost-of-living;

                           (iii) A Five Percent Owner;

                           (iv)  A One Percent Owner whose Total Compensation
                                 exceeds $150,000; or

                           (v)   The Beneficiary of any individual described in
                                 clauses (i) through (iv) of this Subsection
                                 (d).

                  (e)      "Non-Key Employee" shall mean each individual who is
an employee of the Employer or a Related Employer but who is not a Key Employee.

                  (f)      "Officer" shall mean an individual who is an
executive in the regular and continued service of the Employer or a Related
Employer; provided, however, that the number of employees who are considered
Officers for purposes of this Section 10.1 shall not exceed:

                           (i)   Three (3), if the number of employees of the
                                 Employer and Related Employers does not exceed
                                 thirty (30);

                           (ii)  Ten percent (10%) of the number of employees of
                                 the Employer and Related Employers, if the
                                 number of employees is more than thirty (30)
                                 but less than 500; and

                           (iii) Fifty (50), if the number of employees of the
                                 Employer and Related Employers is 500 or more.

If the number of Officers exceeds the limits set forth in this Subsection (f),
then the Officers having the highest annual Total Compensation among all
Officers, during the Plan Year ending with the Determination Date and the four
(4) preceding Plan Years (effective January 1, 2002, during the Plan Year),
shall be considered Key Employees.

                  (g)      "One Percent Owner" shall have the same meaning as
Five Percent Owner, except that "one percent (1%)" shall be substituted for
"five percent (5%), wherever the latter term appears in Subsection (c).

                                       56

<PAGE>

                  (h)      "Related Employer" shall have the same meaning as
defined in Subsection 4.6(n), except at the modifications of Section 415(h) of
the Code shall not apply for purposes of this Article X.

                  (i)      "Super Top-Heavy Plan" shall have the same meaning as
"Top-Heavy Plan", except that the phrase "ninety percent (90%)" shall be
substituted for the phrase "sixty percent (60%)" wherever the latter phrase
appears in Subsection (j).

                  (j)      "Top-Heavy Plan" This Plan shall be considered a
Top-Heavy Plan for any Plan Year beginning after December 31, 1983, if, as of
the Determination Date,

                           (i)   The Plan is not part of an Aggregation Group
                                 and the present value of the accrued benefits
                                 (as determined using the interest rate and
                                 mortality basis set forth in Section 1.2) of
                                 Key Employees participating in the Plan exceeds
                                 sixty percent (60%) of the present value of the
                                 cumulative accrued benefits of all Participants
                                 in the Plan, or

                           (ii)  The Plan is part of an Aggregation Group and
                                 the present value of the account balances and
                                 accrued benefits (as determined using the
                                 interest rate and mortality basis set forth in
                                 Section 1.2) of Key Employees participating in
                                 the Aggregation Group exceeds sixty percent
                                 (60%) of the present value of the cumulative
                                 account balances and accrued benefits of all
                                 participating employees in the Aggregation
                                 Group,

as computed in each case in accordance with Section 416 of the Code. For
purposes of this Subsection (j), a Participant's accrued benefit or account
balance shall not include any tax free rollover (as described in Section
402(a)(5)(A) or Section 408(d)(3) of the Code) or plan-to-plan transfer which
(1) is made from the Plan (or, if applicable, plans that are part of the
Aggregation Group) if the plan to which the tax free rollover or plan-to-plan
transfer is made is an employee benefit plan which is maintained by the Employer
and the tax free rollover or plan-to-plan transfer is not initiated by the
Participant or (2) is made to any plan which is part of Aggregation Group if the
plan from which the tax free rollover or plan-to-plan transfer is made is an
employee benefit plan which is not maintained by the Employer or a Related
Employer and the tax free rollover or plan-to-plan transfer is initiated by the
Participant. The present value of the cumulative account balances or accrued
benefit of any Participant or Former Participant shall also include (i) any
distributions from the Plan (or, if applicable, from any plan in the Aggregation
Group) made to the Participant or Former Participant or his Beneficiary during
the Plan Year ending with the Determination Date and any of the four (4)
preceding Plan Years or (ii) effective January 1, 2002, the sum of (A) the
amount of any in-service distributions made to any Key Employee made from a plan
in the Aggregation Group during the 5-Plan Year period ending on the
Determination Date and (B) any other distributions made from a plan in the
Aggregation Group to a Key Employee during the one-year period ending on the
Determination Date. Solely for purposes of

                                       57

<PAGE>

determining if the Plan, or any other plans included in a required Aggregation
Group of which this Plan is a part, is Top-Heavy, the accrued benefit of a
Non-Key Employee shall be determined under the method, if any, that uniformly
applies for accrual purposes under all plans maintained by the Employer and all
Related Employers, or if there is no such method, as if such benefit accrued not
more rapidly than the shortest accrual rate permitted under the fractional
accrual rule of Section 411(b)(1)(C) of the Code. If an individual is not a Key
Employee but was a Key Employee in a prior year or if any individual has not
performed services for the Employer at any time during the five-year period (or,
effective January 1, 2002, the one-year period) ending on the Determination
Date, any Accrued Benefit for such individual shall not be taken into account in
determining the Top-Heavy status of the Plan.

                  (k)      "Top Ten Owner" shall mean one of the ten employees
owning, or considered as owning, within the meaning of Section 318 of the Code,
the greatest interest in the Employer or a Related Employer, but only if such
employee owns at least a 0.5% interest in the Employer or the Related Employer.
For purposes of this Subsection (k), if two employees have the same ownership
interest in the Employer or the Related Employer, the employee with the greater
Total Compensation shall be considered as owning the larger interest in the
Employer or the Related Employer.

                  (l)      "Total Compensation" shall mean the Employee's
compensation" as defined in Subsection 4.6(j), but for years prior to 1998
including, for purposes of Subsections 10.1(d), (f) and (k), amounts excluded
from gross income under Sections 125, 402(e)(3), 402(h) or 403(b) of the Code.
Notwithstanding the foregoing, effective January 1, 1998, any amounts deducted
from an Employee's earnings on a pre-tax basis for group health care coverage
because the Employee is unable to certify that he or she has other health care
coverage, shall be treated as an amount contributed by the Employer pursuant to
a salary reduction agreement under Section 125 of the Code for purposes of
determining the Employee's Compensation, so long as the Employer does not
otherwise request or collect information regarding the Employee's other health
coverage as part of the enrollment process for the Employer's health care plan.

         10.2.    Top-Heavy Vesting.

                  (a)      Top-Heavy Vesting Schedule. For any Plan Year in
which the Plan is a Top-Heavy Plan, if a Participant is credited with service
after the Plan becomes a Top-Heavy Plan, then the non-forfeitable percentage of
his Accrued Annual Pension (whether or not attributable to Plan Years in which
the Plan is a Top-Heavy Plan) shall not be less than the percentage determined
in accordance with the following schedule:

<TABLE>
<CAPTION>
Years of Credited Service            Percentage
-------------------------            ----------
<S>                                  <C>
Less than 2 years                         0%

2 years but less than 3                  20%
</TABLE>

                                       58

<PAGE>

<TABLE>
<CAPTION>
Years of Credited Service            Percentage
-------------------------            ----------
<S>                                  <C>
3 years but less than 4                  40%

4 years but less than 5                  60%

More than 5 years                       100%
</TABLE>

If the Plan ceases to be a Top-Heavy Plan, then the Participant's
non-forfeitable percentage of his Accrued Annual Pension shall subsequently be
determined in accordance with Section 4. 4; provided, however, that any portion
of the Participant's Accrued Annual Pension that was non-forfeitable on the day
the Plan ceases to be a Top-Heavy Plan shall remain non-forfeitable. If a
Participant has at least three years of Credited Service when the Plan ceases to
be a Top-Heavy Plan, then the foregoing shall be subject to the provisions of
Section 9.7.

                  (b)      Deferred Vested Pension. If, pursuant to this Section
10.2, a Participant has a non-forfeitable interest in his Accrued Annual
Pension, and such Participant subsequently ceases to be an employee of the
Employer and all Affiliated Companies (other than by reason of death) before he
qualifies for or is receiving a normal retirement pension, early retirement
pension or disability retirement pension, he shall be entitled to receive a
deferred vested pension pursuant to Section 4.4, notwithstanding the fact that
he has not met the service requirements of Subsection 4.4(a).

         10.3.    Minimum Benefits.

                  (a)      General. At any time when the Plan is a Top-Heavy
Plan, the Accrued Annual Pension of any Participant who is a Non-Key Employee
shall not be less than the lesser of:

                           (i)   Two percent (2%) of the Participant's
                                 compensation, multiplied by the Participant's
                                 years of Credited Service completed during a
                                 Plan Year in which the Plan is a Top-Heavy
                                 Plan; or

                           (ii)  Twenty percent (20%) of the Participant's
                                 compensation.

For purposes of this Section 10. 3, a Participant's "compensation" shall mean
the average of the Total Compensation for the five consecutive Plan Years when
his Total Compensation was highest; provided, that "compensation" shall not
include any compensation paid in Plan Years prior to January 1, 1984 or in any
Plan Year after the close of the last Plan Year in which the Plan is a Top-Heavy
Plan and shall be limited as described in the last three sentences of Section
1.11. The amount accrued by each Non-Key Employee under this Section 10. 3 shall
be reduced by any benefits accrued by such Non-Key Employee under any other
defined benefit plan which is qualified under Section 401(a) of the Code and to
which the Employer or a Related Employer contributes.

                                       59

<PAGE>

                  (b)      Coordination With Other Plans. Notwithstanding the
provisions of Subsection (a), in the event that a Non-Key Employee who is
entitled to receive a minimum benefit pursuant to Subsection (a) is also a
participant in a defined contribution plan maintained by the Employer or a
Related Employer and the amount of employer contributions allocated to the
account of such Non-Key Employee exceeds 7 1/2% of the Non-Key Employee's Total
Compensation for the Plan Year (limited as described in the last three sentences
of Section 1.11), then the provisions of Subsection (a) shall not apply to such
Non-Key Employee for such Plan Year.

         10.4.    Maximum Benefits. If, in any Plan Year in which the Plan is a
Top-Heavy Plan, a Participant also participates in one or more defined
contribution plans maintained by the Employer or a Related Employer, then,
effective for Plan Years beginning before January 1, 2000, for purposes of
Subsection 4.6(h), respectively, the phrase "1.0" shall be substituted for the
phrase "1.25" wherever the latter phrase appears. Notwithstanding the preceding,
the provisions of this Section 10.4 shall not apply if the Plan is not a Super
Top-Heavy Plan and the Employer contributes to one more defined contribution
plans on behalf of each Non-Key Employee who is entitled to receive a
contribution thereunder, an amount at least equal to one percent (1%) of the
Participant's Total Compensation for the Plan Year (limited as described in the
last three sentences of Section 1.11), in addition to any other contribution
made on his behalf in order to satisfy the top-heavy provisions of such plan or
plans.

         10.5.    Aggregation of Employers. Except as provided in Subsection
10.1(c), "Related Employers" shall be treated as if they were the Employer.

         10.6.    No Suspension of Benefits. Notwithstanding any other provision
of the Plan, the payment of a Participant's or Former Participant's benefits
shall not be suspended during the Participant's or Former Participant's
Suspension Service (as defined in Subsection 5. 4(a)(i)) during any period in
which the Plan is a Top-Heavy Plan or a Super Top-Heavy Plan.

                                       60

<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1.    No Rights Implied. Neither the establishment of this Plan nor
any modification thereof, nor the creation of the Trust Fund, nor the payment of
any benefit shall be construed as giving any Participant, Former Participant,
Pensioner, Beneficiary, Alternate Payee or any other person whomsoever, any
interest in or title to any specific property in the Trust Fund or any interest
whatsoever in this Plan or the Trust Fund other than the right to receive
payment solely from said Trust Fund in accordance with the provisions of this
Plan, nor shall the same be construed as giving such Participant, Former
Participant, Pensioner, Beneficiary, Alternate Payee or any person whomsoever,
any legal or equitable rights against the Employer, the Company, the Committee,
the Plan Administrator or the Trustee, unless the same shall be specifically
provided for or conferred in accordance with the terms and provisions of this
Plan or of ERISA.

         11.2.    Exclusive Benefit Rule.

                  (a)      No Diversion of Trust Assets. Notwithstanding
anything contained in this Plan or the Trust to the contrary, it shall be
impossible at any time for any part of the corpus or income of the Trust Fund to
be used for or diverted to purposes other than for the exclusive benefit of
Participants, Former Participants entitled to benefits under this Plan,
Pensioners or their Beneficiaries and Alternate Payees, and no part thereof
shall ever revert to the Employer, except as specifically provided for in
Subsection (b) and in Subsection 9. 5(c).

                  (b)      Exceptions. Notwithstanding the provisions of
Subsection (a), a contribution made by the Employer may be returned to the
Employer if:

                           (i)   The contribution is made by reason of a mistake
                                 of fact; or

                           (ii)  The contribution is conditioned on its
                                 deductibility for Federal income tax purposes
                                 and such deduction is disallowed (but only to
                                 the extent the deduction for such contribution
                                 is disallowed);

provided, however, that such contribution may be returned only within one year
of the discovery of the mistake of f act or the disallowance of the deduction
for Federal income tax purposes, as the case may be. Effective July 16, 1990,
for purposes of this Subsection (b), unless otherwise indicated at the time a
contribution is made, all contributions shall be deemed to be conditioned on
deductibility for Federal income tax purposes.

         11.3.    Exclusive Benefit. This Plan and the Trust are created for the
exclusive

                                       61

<PAGE>

benefit of Employees of the Employer and shall be interpreted in a manner
consistent with being qualified under Section 401(a) and exempt under Section
501(a) of the Code.

         11.4.    No Employment Contract. This Plan and the Trust shall not be
construed as creating any contract of employment between the Employer and any
Employee; and the Employer shall have the same control over its Employees as
though this Plan and the Trust had never been executed.

         11.5.    More than One Fiduciary Capacity. Any person, firm,
corporation or other entity may serve in more than one fiduciary capacity with
respect to this Plan.

         11.6.    Governing Law. This Plan shall be construed according to the
laws of the Commonwealth of Pennsylvania, where it is made and where it shall be
enforced, except to the extent such laws may have been superseded by ERISA.

         11.7.    Statutory References. Any reference to the Code or to ERISA or
to any provisions thereof or regulations thereunder shall apply as well to any
successor statutory or regulatory provision of any Revenue Act or Pension Act of
general application.

         IN WITNESS WHEREOF, and as evidence of the adoption of this amended and
restated Plan by the Company, AMETEK, Inc. has executed the same this 3rd day of
April, 2003.

                                    AMETEK, Inc.

                                    By: /s/ Donna F. Winquist
                                        ---------------------

ATTEST

By: Kathryn E. Londra
    -----------------
            (SEAL)

                                       62