LOGO

March 13, 2000

Roger A.
Cooke

1910 S. W. Myrtle St.

Portland, OR 97201

Dear Roger:

It is my pleasure to extend an offer of employment to you to
join Precision Castparts Corp. (PCC) as our Vice PresidentRegulatory and Legal Affairs, based in Portland, Oregon. In this capacity, you will serve as an officer of the corporation and report directly to me. Your appointment as a Corporate
officer will be submitted to the Board of Directors for approval at the regular meeting scheduled for May 17, 2000. The primary duties and responsibilities are as we discussed. Listed below are details of the offer:

COMPENSATION

Your initial base
salary will be $22,666.67 per month. Future adjustments to your base salary will be reviewed annually in January of each year. You will be eligible to participate in the Companys corporate bonus program with a targeted payout of 75% of your
base compensation.

STOCK OPTIONS

In your new position with the Company, you are eligible for annual stock option grants in accordance with the Companys 1994 Stock Incentive Plan. Your initial grant will be 40,000 shares. The grant price of
these shares will be the closing price on the NYSE as of the first day of employment. Future option grants are approved annually by the Board of Directors at the November Board meeting.

BENEFITS

You are eligible to participate in PCCs standard medical and
disability programs. You are also eligible to participate in the Companys retirement plan, executive deferred compensation plan, supplemental executive life insurance plan, 401(k) program (with Company match) and employee stock purchase plan
in accordance with the terms of those plans. In addition, you will be eligible for retirement benefits under a modified form of the Companys Supplemental Executive Retirement Plan (SERP)Level One. The modified plan would provide a target
percentage of 30% after five years of service (versus 10 years under the current plan) and would continue to accrue benefits at a uniform rare until a



---

Roger A. Cooke

March 13, 2000

Page 2 of 2



target percentage of 39.5% is attained at age 65, which is the same target that would be attained under the current plan. Accruals after age 65 would
continue at the same rate expressed in the current plan. A copy of the current plan and the actuarial analysis for the enhanced SERP benefit is attached for your review.

You will be eligible each year for four weeks vacation, 10 holidays and 12 days for sick leave/personal time off. You will also be eligible for company-paid personal financial planning and tax return preparation, and
severance benefits under a Change of Control Agreement provided to key employees of the Company.

OTHER

It is understood that your employment with PCC is on an at will basis. This means that there is not a guarantee of employment for any
specific length of time and both you and/or PCC have the right to terminate the employment relationship at any time.

Roger, we are confident that PCC can
offer you the challenges you are seeking. On behalf of Bill Larsson and myself, we are excited at the opportunity of you joining the Company as soon as possible. Also, as we previously discussed, I would be delighted if you could attend our FY2001
budget reviews the week of March 27. A copy of the schedule is attached.

Sincerely,



|                                    
|------------------------------------
|/s/ William C. McCormick            
|William C. McCormick                
|Chairman and Chief Executive Officer



|          |  |                    |  |                |  |  |  | 
|--------- |  | ------------------ |  | -------------- |  |  |  | 
|Accepted: |  | /s/ Roger A. Cooke |  | March 20, 2000 |  |  |  | 
|          |  | Roger A. Cooke     |  | Date           |  |  |  | 

Attachment



---

Precision Castparts Corp.

Supplemental Executive Retirement Plan

Benefit Projection Analysis



|         |  |       |  |                            |  |                  |   |  |                 |  |                           |  |                                             
|-------- |  | ----- |  | -------------------------- |  | ---------------- | - |  | --------------- |  | ------------------------- |  | --------------------------------------------
|Date     |  | Age   |  | EstimatedFinal Average Pay |  | TargetPercentage |   |  | Front-EndTarget |  | EstimatedVestedSERP at 65 |  | EstimatedRetirementBenefitPayableImmediately
|04/01/00 |  | 51.81 |  |                            |  | 0.0              | % |  | 0.00            |  | 0                         |  | 0                                           
|04/01/01 |  | 52.80 |  | 476,000                    |  | 6.00             | % |  | 28,560          |  | 0                         |  | 0                                           
|04/01/02 |  | 53.80 |  | 487,900                    |  | 12.00            | % |  | 58,548          |  | 0                         |  | 0                                           
|04/01/03 |  | 54.80 |  | 500,197                    |  | 18.00            | % |  | 90,035          |  | 0                         |  | 0                                           
|04/01/04 |  | 55.81 |  | 525,207                    |  | 24.00            | % |  | 126,050         |  | 0                         |  | 0                                           
|         |  |       |  |                            |  |                 
|04/01/05 |  | 56.80 |  | 551,467                    |  | 30.00            | % |  | 165,440         |  | 122,243                   |  | 62,135                                      
|04/01/06 |  | 57.80 |  | 579,040                    |  | 31.16            | % |  | 180,448         |  | 132,073                   |  | 75,051                                      
|04/01/07 |  | 58.80 |  | 607,992                    |  | 32.33            | % |  | 196,543         |  | 142,612                   |  | 89,591                                      
|04/01/08 |  | 59.81 |  | 638,392                    |  | 33.49            | % |  | 213,796         |  | 154,342                   |  | 106,239                                     
|04/01/09 |  | 60.80 |  | 670,311                    |  | 34.65            | % |  | 232,283         |  | 166,897                   |  | 124,888                                     
|         |  |       |  |                            |  |                 
|04/01/10 |  | 61.80 |  | 703,827                    |  | 35.82            | % |  | 252,085         |  | 180,546                   |  | 145,927                                     
|04/01/11 |  | 62.80 |  | 739,018                    |  | 36.98            | % |  | 273,286         |  | 195,373                   |  | 169,626                                     
|04/01/12 |  | 63.81 |  | 775,969                    |  | 38.14            | % |  | 295,977         |  | 211,471                   |  | 196,316                                     
|04/01/13 |  | 64.80 |  | 814,768                    |  | 39.31            | % |  | 320,253         |  | 228,334                   |  | 225,661                                     
|06/11/13 |  | 65.00 |  | 814,768                    |  | 39.50            | % |  | 321,833         |  | 228,734                   |  | 228,725                                     

Actuarial Assumptions

Salary Scale: 5.00%

2000 Salary Rate: $272,000

Bonus
Percentage Rate: 75%