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                                                                    EXHIBIT 10.2

                TERMINATION AND CHANGE OF CONTROL AGREEMENT

            TERMINATION AND CHANGE OF CONTROL AGREEMENT

("Agreement"), made as of May 18, 2004, between AMETEK, Inc. (the "Company"),
and Frank S. Hermance (the "Executive").

                                  WITNESSETH:

            WHEREAS, on the date hereof, the Executive is the Chief Executive
Officer of the Company and Chairman of the Company's Board of Directors; and

            WHEREAS, the Company wishes to provide certain benefits to the
Executive in the event of a termination of the Executive's employment under
certain circumstances or in the event of a change of control of the Company;

            NOW, THEREFORE, in consideration of the mutual covenants and
promises of the parties hereto, the Company and the Executive agree as follows:

            1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings set forth below, unless the context clearly indicates
otherwise:

                  (a) "Awards" shall mean such Restricted Shares and such Stock
Options, if any, as may be granted to the Executive by the Company from time to
time.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Cash Compensation" shall mean the sum of the Executive's
base salary (equal to the rate of annual base salary for the Company's fiscal
year immediately prior to the Termination Date) plus (i) the Executive's
targeted bonus, if known, for the year in which the Termination Date occurs, or
(ii) if the targeted bonus described in clause (i) is not known, the average of
the Executive's bonuses for the two fiscal years of the Company immediately

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preceding the year in which the Termination Date occurs, including all such
salary and bonuses earned in all capacities with the Company and its
Subsidiaries, as reported for Federal income tax purposes on Form W-2, together
with any amounts which would have been included in the Executive's salary or
bonus but for a deferral election by the Executive under any plan of the Company
or its Subsidiaries, including, but not limited to, a plan qualified under
Section 401(k) or 125 of the Code.

                  (d) "Cause" shall mean (i) misappropriation of funds, (ii)
habitual insobriety or substance abuse, (iii) conviction of a crime involving
moral turpitude, or (iv) gross negligence in the performance of duties, which
gross negligence has had a material adverse effect on the business, operations,
assets, properties or financial condition of the Company.

                  (e) "Change of Control" shall mean (i) the acquisition by any
person or group, other than the Company or any of its Subsidiaries, of 20% or
more of the voting stock of the Company; (ii) the acquisition by the Company or
any of its Subsidiaries, or any Executive benefit plan of the Company or any
Subsidiary, or any person or entity organized, appointed or established by the
Company or Subsidiary for or pursuant to the terms of any such Executive benefit
plan, acting separately or in combination with each other or with other persons,
of 50% or more of the voting stock of the Company, if after such acquisition the
Shares are no longer publicly traded; (iii) the death, resignation or removal
within any two-year period from the Board of a sufficient number of directors
such that the individuals who constituted the Board at the beginning of the
period shall cease to constitute a majority of the Board, unless the election of
each subsequent member was approved in advance by two-thirds of the members of
the Board in office at the beginning of such two-year period; or (iv) the
approval by the shareholders of the Company of (A) a merger or consolidation,
the result of which is that the

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shareholders of the Company immediately prior to the merger or consolidation do
not own or control immediately after the merger or consolidation at least 50% of
the value of the outstanding equity or combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of Directors or (B) a sale or other disposition (in one transaction or
a series of related transactions) of all or substantially all of the Company's
assets.

                  (f) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  (g) "Good Reason" shall mean, without the written consent of
the Executive, one or more of the following occurrences:

                        (i) any failure of the Company to comply with and
      satisfy any of the terms of this Agreement;

                        (ii) any reduction of the authority, duties or
      responsibilities held by the Executive, or removal from, or failure to be
      reelected to, the Board;

                        (iii) any reduction of the Executive's base compensation
      or bonus opportunity or any material reduction of the Executive's benefit
      entitlements; or

                        (iv) any transfer of the Executive to a location which
      is outside the Paoli, Pennsylvania area (or the general area in which his
      principal place of business immediately preceding the transfer may be
      located at such time if other than Paoli, Pennsylvania) by more than fifty
      miles other than on a temporary basis (less than 6 months), except for
      required travel on the

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      Company's business to an extent substantially consistent with the
      Executive's business travel obligations on behalf of the Company in effect
      immediately prior to the transfer;

provided, however, that in the event Executive delivers a Notice of Termination
based on one or more of the foregoing occurrences of Good Reason, the Company
may correct or cure such occurrence or occurrences within twenty (20) days of
receipt of the Notice of Termination, in which event the Notice of Termination
shall be deemed withdrawn and of no further force or effect.

                  (h) "Notice of Termination" shall mean a written notice which
conforms to the requirements of Section 2.

                  (i) "Restricted Shares" shall mean any restricted stock awards
of Shares which may be granted to the Executive under any Stock Incentive Plan
of the Company, as adjusted pursuant to the terms of the agreement between the
Company and the Executive evidencing such awards, which Shares continue to be
forfeitable as of the applicable date or event referred to herein; upon becoming
Vested, such Shares shall no longer be Restricted Shares for purposes of this
Agreement.

                  (j) "Share" shall mean a share of the common stock of the
Company or any successor.

                  (k) "Stock Option" shall mean any option on Shares which may
be granted to the Executive under any Stock Incentive Plan of the Company, as
adjusted pursuant to the terms of the agreement between the Company and the
Executive evidencing such option, which option is not fully exercisable as of
the applicable date or event referred to herein; upon becoming Vested, such
option (or the portion of the option which has become Vested) shall no

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longer be a Stock Option for purposes of this Agreement.

                  (1) "Subsidiary" shall mean any corporation or other entity
which is deemed to be part of the affiliated group of the Company for purposes
of Section 280G(d)(5) of the Code.

                  (m) "Termination Date" shall mean the date specified in the
Notice of Termination, or the date of receipt of the Notice of Termination if
the Notice is sent by the Company to the Executive and asserts that the
Termination is for Cause.

                  (n) "Vested" shall mean, with respect to Restricted Stock
Awards, that the Shares subject to such Restricted Stock Awards have become
nonforfeitable and transferable in accordance with the terms of the awards and
restricted stock agreements between the Company and the Executive pursuant to
which they were issued, and with respect to Stock Options (or any portion
thereof) that the Stock Option (or such portion of the Stock Option) has become
immediately exercisable by the Executive in accordance with the terms of the
agreement between the Company and the Executive pursuant to which such Stock
Option was granted.

            2. NOTICE OF TERMINATION. Any termination of the Executive's
employment by either the Company or the Executive shall be communicated by a
Notice of Termination to the other party to this Agreement, given in accordance
with Section 16 hereof. For purposes of this Agreement, a "Notice of
Termination" means a written notice of the termination of the Executive's
employment which (i) in the case of a Notice of Termination from the Company,
indicates whether the termination is for Cause or without Cause, or, in the case
of a Notice of Termination from the Executive, indicates whether the resignation
is for Good Reason or not for Good Reason, (ii) refers to the specific provision
in this Agreement relied upon and briefly

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summarizes the facts and circumstances deemed to provide a basis for the
termination of employment under the provision so indicated, and (iii) specifies
the Termination Date, which date shall not be less than 20 nor more than 30 days
after the giving of such Notice, except for a Notice of Termination from the
Company that the Executive is being terminated for Cause which shall be
effective immediately.

            3. TERMINATION NOT IN CONNECTION WITH A CHANGE OF CONTROL OR FOR
CAUSE. If the Executive's employment is terminated by the Company without Cause
or by the Executive for Good Reason, and such termination occurs prior to and
not in anticipation of a Change of Control, the following benefits shall be
provided to the Executive:

                  (a) The Company shall pay to the Executive, in a lump sum
within 30 days after the Termination Date; an amount equal to two (2) times the
Executive's Cash Compensation;

                  (b) All Awards shall become immediately Vested;

                  (c) Any Stock Option (whether previously Vested or which
becomes Vested pursuant to Subsection (b), above), other than a Stock Option
which has been designated as an "incentive stock option" within the meaning of
Section 422 of the Code, shall be exercisable by the Executive (or following the
Executive's death, by his estate) for a period of one year from the Termination
Date (but not beyond the expiration date of the Stock Option);

                  (d) The Company shall continue the Executive's current
coverage (single or family) under (or, at the election of the Company, provide a
tax equivalent monthly payment equal to the cost of) the Company's plans or
programs to provide health benefits (including, but not limited to,
hospitalization, surgical, major medical, dental and vision benefits),
disability insurance and death benefits (but Executive will be treated as a
terminated

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employee as of the Termination Date for purposes of the Company's Supplemental
Executive Death Benefit Plan), as in effect from time to time for other senior
executives of the Company, until the earliest of (i) the end of the second year
following the year of the termination of employment, (ii) as applied to health
benefit coverage, the Executive's eligibility for Medicare, (iii) as applied to
health benefits, disability insurance and death benefits, considered separately
from each other, the Executive's commencement of new employment where the
Executive is eligible to participate in substantially similar plans or programs
without a pre-existing condition limitation, or (iv) the Executive's death; and

                  (e) The Company (i) shall continue to provide the Executive
with the Company provided car available to him at the Termination Date (or a
comparable car, if the lease on such car should expire) and shall pay (or
reimburse Executive) for the reasonable operating expenses of the car, and (ii)
shall continue to reimburse Executive for the cost of country club or private
club dues (at the level in effect at the Termination Date), until the earliest
of the second anniversary of the Termination Date or the Executive's death. For
purposes of this Agreement, a termination of employment will be considered to be
in anticipation of a Change of Control if the Termination Date occurs during the
ninety (90) day period ending on the date of the Change of Control and the
substantial possibility of the Change of Control was known to the Executive and
to a majority of the Board of Directors of the Company on or before the date the
Notice of Termination was delivered.

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            4. CHANGE OF CONTROL - AWARDS. If the Executive is employed by the
Company at the date of a Change of Control, or has been terminated without Cause
or resigned for Good Reason in anticipation of the Change of Control (within the
meaning of Section 3), the following shall apply with respect to the Executive's
Awards:

                  (a) All Awards shall become immediately Vested.

                  (b) Any Stock Option (whether previously Vested or which
becomes Vested pursuant to Subsection (a), above), other than a Stock Option
which has been designated as an "incentive stock option" within the meaning of
Section 422 of the Code, shall be exercisable by the Executive (or following the
Executive's death, by his estate) for a period which expires one year after the
Executive's Termination Date (but not beyond the expiration date of the Stock
Option).

                  (c) If any Awards become Vested at or following a Change of
Control and the Shares are not publicly traded, then

                        (i) the Executive (or his beneficiary or estate
      following his death) shall have the right to compel the Company to buy
      back some or all of the Shares which were originally Restricted Shares or
      which were acquired by exercise of Stock Options, held by the Executive
      (or his beneficiary or estate), for the greater of (A) their fair market
      value, as established for the year, or (B) if the Change of Control was in
      the form of a merger, consolidation, tender offer, going private
      transaction or any similar transaction, the amount per Share received by
      shareholders of the Company in the Change of Control transaction ("Put
      Rights"). For purposes of this Subsection (c), if, at any time following
      a Change of Control, the Shares are not publicly traded, the

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      Company, at its own expense, shall cause a nationally recognized
      investment banking firm mutually acceptable to the Executive and the
      Company to make an annual valuation, effective as of the first day of the
      Company's fiscal year, which valuation shall establish the fair market
      value of a Share. Copies of the valuation shall be furnished, in writing,
      to the Executive and the Company within three (3) months after the
      effective date of the valuation; and

                        (ii) after the Executive's termination of employment or
      his death, the Company shall have the right to compel the Executive (or
      his beneficiary or estate, if applicable) to sell all the Shares which
      were originally Restricted Shares or which were acquired by exercise of
      Stock Options, held by the Executive (or his beneficiary or estate), to
      the Company for the greater of (A) their fair market value, as established
      for the year pursuant to Clause (i), above or (B) if the Change of Control
      was in the form of a merger, consolidation, tender offer, going private
      transaction or any similar transaction, the amount per Share received by
      shareholders of the Company in the Change of Control transaction ("Call
      Rights").

The Executive (or his beneficiary or estate) may exercise the Put Rights not
more than once during the Company's fiscal year. Neither the Executive (or his
beneficiary or estate) nor the Company may exercise the Put Rights or Call
Rights more than 90 days after the issuance of the most recent annual valuation
if the price at which the Put Rights or Call Rights are to be exercised is based
on such valuation (pursuant to clauses (i)(A) or (ii)(A), above). The provisions
of this Subsection (c) shall cease to apply if the Shares are again publicly
traded.

                  (d) The Company sponsors an irrevocable trust fund pursuant to
a trust

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agreement to hold assets to satisfy its obligations to certain Executives.
Funding through such trust fund of the amounts which may become due to the
Executive under Sections 4 or 5 of the Agreement shall be authorized by the
Compensation Committee of the Board, as set forth in the agreement pursuant to
which the fund has been established, no later than immediately following a
Change of Control.

            5. TERMINATION IN CONNECTION WITH A CHANGE OF CONTROL. If the
Executive's employment is terminated by the Company without Cause, or by the
Executive for Good Reason, in anticipation of (within the meaning of Section 3),
upon or at any time following a Change of Control (hereinafter referred to as a
"Change of Control Termination"), then, in addition to the benefits under
Section 4 hereof regarding the Executive's Awards, the following benefits shall
be provided to the Executive:

                  (a) The Company shall pay to the Executive, in a lump sum
within thirty (30) days after the Termination Date, an amount equal to 2.99
times the Executive's Cash Compensation.

                  (b) The Company shall provide the Executive (and his family)
with benefit coverage continuation pursuant to and subject to the terms and
conditions of Section 3(d); provided, however, that health benefits provided for
under Section 3(d) shall continue until the earliest of (i) the end of the tenth
year following the year of the termination of employment, (ii) the Executive's
eligibility for Medicare, (iii) the Executive's commencement of new employment
where the Executive is eligible to participate in substantially similar plans or
programs without a pre-existing condition limitation, or (iv) the Executive's
death.

                  (c) The Company shall provide the Executive with additional
benefits pursuant to and subject to the terms and conditions of Section 3(e).

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            6 TERMINATION FOR CAUSE OR WITHOUT GOOD REASON, ETC. If the
Executive's employment is terminated by the Company for Cause, by the Executive
without Good Reason, or because of the Executive's death or total disability,
the provisions of Sections 3 and 5 hereof shall not apply.

            7. NO MITIGATION. The Executive shall not be required to mitigate
the amount of any payment or benefit provided for in this Agreement by seeking
other employment or otherwise, nor shall the amount of any payment or benefit
provided for herein be reduced by any compensation earned by other employment or
otherwise, except as provided in Sections 3(d) and 5(b).

            8. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in or rights
under any benefit, bonus, incentive or other plan or program provided by the
Company, or any of its Subsidiaries, and for which the Executive may qualify,
other than severance benefits.

            9. NO SET-OFF. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others.

            10. CERTAIN REDUCTION OF PAYMENTS.

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event that it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive, whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would constitute an "excess parachute
payment" within the meaning of Section 280G of the Code, and thus be subject to
the excise tax

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imposed by Section 4999 of the Code, and that it would be economically
advantageous to the Executive on an after-tax basis to reduce the Payment to
avoid or reduce the excise tax on excess parachute payments under Section 4999
of the Code, the aggregate present value of amounts payable or distributable to
or for the benefit of the Executive pursuant to this Agreement (such payments or
distributions pursuant to this Agreement being hereinafter referred to as
"Agreement Payments") shall be reduced (but not below zero) to the Reduced
Amount. The "Reduced Amount" shall be an amount expressed in present value which
maximizes the aggregate net amount available to the Executive from Agreement
Payments after reduction for all Federal, state and local income and payroll
taxes, Social Security taxes (including Medicare) and the excise tax under
Section 4999. In applying this Subsection (a), the Agreement Payments shall be
reduced before reducing any other Payments to be made to the Executive. For
purposes of this Section 10, present value shall be determined in accordance
with Section 280G(d)(4) of the Code.

                  (b) All determinations to be made under this Section 10 shall
be made by the Company's independent public accountant immediately prior to the
Change of Control (the "Accounting Firm"), which firm shall provide its
determinations and any supporting calculations both to the Company and the
Executive within 10 days of the Termination Date. Any such determination by the
Accounting Firm shall be binding upon the Company and the Executive. Within five
days after this determination, the Company shall pay (or cause to be paid) or
distribute (or cause to be distributed) to or for the benefit of the Executive
such amounts as are then due to the Executive under this Agreement; provided,
however, that the Executive shall have the right to determine which of the
Agreement Payments shall be reduced to satisfy the requirements of this Section
10.

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                  (c) As a result of the uncertainty in the application of
Section 280G of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Agreement Payments, as the case
may be, will have been made by the Company which should not have been made
("Overpayment") or that additional Agreement Payments which have not been made
by the Company could have been made ("Underpayment"), in each case, consistent
with the calculations required to be made hereunder. Accordingly, within two
years after the Termination Date, the Accounting Firm shall review the
determination made by it pursuant to Subsection (b), above. In the event that
the Accounting Firm determines that an Overpayment has been made, any such
Overpayment shall be treated for all purposes as a loan by the Company to the
Executive, which the Executive shall repay to the Company, together with
interest at the applicable federal rate provided for in Section 7872(f)(2) of
the Code (the "Federal Rate"); provided, however, that no amount shall be
payable by the Executive to the Company if and to the extent such payment would
not reduce the amount which is subject to the excise tax under Section 4999 of
the Code. In the event that the Accounting Firm determines that an Underpayment
has occurred, any such Underpayment shall be promptly paid by the Company to or
for the benefit of the Executive together with interest at the rate announced
from time to time by the J.P. Morgan Chase Bank (or any successor) as its prime
rate, plus one percent (1%), each change in such rate to take effect on the
effective date of the change in such prime rate.

                  (d) All of the fees and expenses of the Accounting Firm in
performing the determinations referred to in Subsections (b) and (c), above,
shall be borne solely by the Company. The Company agrees to indemnify and hold
harmless the Accounting Firm of and from any and all claims, damages and
expenses resulting from or relating to its determinations

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pursuant to Subsections (b) and (c), above, except for claims, damages or
expenses resulting from the gross negligence or willful misconduct of the
Accounting Firm.

            11. AMENDMENTS. No amendment or modification of this Agreement or of
any covenant, condition or limitation herein contained shall be valid, unless in
writing and duly executed by both parties.

            12. WAIVERS. A waiver by any party hereto of any breach of this
Agreement or the failure by a party to insist upon strict adherence to any term
of this Agreement shall not be considered a waiver of any other breach or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

            13. SEVERABILITY. All agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by any court
of competent jurisdiction, this Agreement shall be interpreted as if such
invalid agreements or covenants were not contained herein. Nothing contained in
this Agreement shall be construed so as to require the commission of any act
contrary to law, and whenever there is any conflict between any provision of
this Agreement and any statute, law, ordinance, order or regulation, contrary to
which the parties hereto have no legal right to contract, the latter shall
prevail, but in such event any provision of this Agreement so affected shall be
curtailed and limited only to the extent necessary to bring it within the legal
requirements.

            14. ASSIGNMENT. The Executive may not assign his rights or
obligations under this Agreement. This Agreement shall inure to the benefit of
and be binding upon the Executive, his heirs, executors and administrators, and
the Company, its successors and assigns.

            15. PRIOR AGREEMENTS. This Agreement supersedes and cancels the
Termination and Change of Control Agreement, dated as of December 15, 2000,
between the

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Company and the Executive. The Executive remains subject to the Confidentiality
Agreement with Ametek, Inc., dated May 14, 1997 ("Confidentiality Agreement")
which shall remain in full force and effect; provided, however, that the
provisions of this Agreement shall supersede the Confidentiality Agreement with
regard to the return of any Company car, if and to the extent the provision of
Section 3 or Section 5 hereof are applicable.

            16. NOTICES. All notices, requests, consents and other
communications which either party is required or may desire to serve upon the
other shall be in writing (including facsimile or similar writing) and shall be
deemed to have been given at the time when personally delivered or, if mailed,
when deposited in the United States mail, enclosed in a registered or certified
postpaid envelope, addressed to the other party at the address stated below or
to such changed address as such party may have fixed by notice, or, if given by
facsimile, when electronic confirmation of the transmission is received:

                  To the Company:   AMETEK, Inc.
                                    37 North Valley Road - Building 4
                                    P.O. Box 1764
                                    Paoli, PA 19301
                                    Facsimile: 610-296-3412
                                    Attention: General Counsel

                                               and

                                               Chief Financial Officer

                  To the Executive: Frank S. Hermance
                                    1300 Meadow Lane
                                    Berwyn, PA 19312
                                    Facsimile: 610-651-5969;

provided that any notice of change of address shall be effective only when
received.

            17. SUCCESSOR COMPANY. The Company shall require any successor or
successors (whether direct or indirect, by purchase, merger, spin-off or
otherwise) to all or

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substantially all of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to the Executive, to acknowledge
expressly that this Agreement is binding upon and enforceable against the
successor or successors in accordance with the terms hereof, and to become
jointly and severally obligated with the Company to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform if no such succession or successions had taken place. Failure of the
Company to notify the Executive in writing as to such successorship, to provide
the Executive the opportunity to review and agree to the successor's assumption
of this Agreement or to obtain such agreement prior to the effectiveness of any
such succession shall be a breach of this Agreement. As used in this Agreement,
the Company shall mean the Company as hereinbefore defined and any such
successor or successors to its business and/or assets, jointly and severally.

            18. TAXES. The Company may withhold from or with respect to any
payment of compensation or taxable benefit provided for under this Agreement any
federal, state or local tax (including any applicable payroll tax or excise tax)
to the extent required by law.

            19. ERISA TOP HAT PLAN. To the extent that this Agreement is
considered to be a plan for purposes of the Executive Retirement Income Security
Act of 1974, as amended ("ERISA"), it shall be considered an unfunded plan
maintained primarily for the purpose of providing benefits for a select group of
management or highly compensated Executives, within the meaning of U.S.
Department of Labor Regulations Section 2520.104-23 or Section 2520.104-24, as
applicable.

            20. NO RIGHT OF EMPLOYMENT. This Agreement shall not be construed as
creating any contract of employment between the Company and the Executive.

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            21. RELEASE. Notwithstanding anything to the contrary contained
herein, the Executive's entitlement to the payment of any amount or receipt of
any benefit coverage under this Agreement, upon or following his termination of
employment, is expressly conditioned upon his execution of a release in the form
required by the Company of its terminating executives prior to the Termination
Date.

            22. ARBITRATION. In the event of any dispute under the provisions of
this Agreement, other than a dispute involving an alleged violation by the
Executive of Section 7, or a dispute in which the sole relief sought is an
equitable remedy such as an injunction, the parties shall be required to have
the dispute, controversy or claim settled by arbitration in Philadelphia,
Pennsylvania, in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association,
before one arbitrator who shall be an executive officer or former executive
officer of a publicly traded corporation, selected by the parties. Any award
entered by the arbitrator shall be final, binding and nonappealable and judgment
may be entered thereon by either party in accordance with applicable law in any
court of competent jurisdiction. This arbitration provision shall be
specifically enforceable. The arbitrator shall have no authority to modify any
provision of this Agreement or to award a remedy for a dispute involving this
Agreement other than a benefit specifically provided under or by virtue of the
Agreement; provided, however, that if the arbitrator finds that the Company has
breached this Agreement and, as a result of any such breach, the Executive has
incurred an excise tax under Section 4999 of the Code, then, in addition to such
other remedies as the arbitrator may award, the arbitrator shall direct the
Company to pay the Executive an amount (the "gross-up payment") which will
reimburse the Executive for the cost of the excise tax, as well as for all
federal, state and local income, excise and payroll taxes incurred by the
Executive

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on the gross-up payment. The Company shall be responsible for all of the fees of
the American Arbitration Association and the arbitrator and any expenses
relating to the conduct of the arbitration (including reasonable attorney's fees
and expenses).

            23. GOVERNING LAW. This Agreement shall be subject to, and construed
in accordance with, the laws of the Commonwealth of Pennsylvania, except to the
extent that such laws are preempted by Federal law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                            AMETEK, INC.

                                            By: /S/ John J. Molinelli
                                                --------------------------

                                                /S/ Frank S. Hermance
                                            -------------------------------
                                            Frank S. Hermance

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