Exhibit
10.1


 


 


PRECISION
CASTPARTS CORP.


 


EXECUTIVE
DEFERRED COMPENSATION PLAN


 


2003
RESTATEMENT


 


December
1, 2003


 


 


	
  Precision
  Castparts Corp.,

  	
   

  
	
  an
  Oregon corporation

  	
   

  
	
  4650
  SW Macadam, Suite 440

  	
   

  
	
  Portland,
  OR  97239

  	
  Company

  



 

















 


TABLE OF
CONTENTS


 


	
  1.

  	
  Plan Administration

  	
   

  
	
  2.

  	
  Eligibility; Deferral Elections

  	
   

  
	
  3.

  	
  Executive Deferred Compensation Accounts

  	
   

  
	
  4.

  	
  Phantom Stock Fund

  	
   

  
	
  5.

  	
  Time and Manner of Payment

  	
   

  
	
  6.

  	
  Death

  	
   

  
	
  7.

  	
  Termination; Amendment

  	
   

  
	
  8.

  	
  Claims Procedure

  	
   

  
	
  9.

  	
  General Provisions

  	
   

  
	
  10.

  	
  Definition of Change in Control

  	
   

  
	
  11.

  	
  Effective Date

  	
   

  
	
   

  	
   

  
	
  Appendix A

  	
  List of Performance Options

  	
   

  
				



 

















 


PRECISION CASTPARTS CORP


 


EXECUTIVE DEFERRED COMPENSATION PLAN


 


2003 RESTATEMENT


 


December 1, 2003


 


 


	
  Precision
  Castparts Corp.,

  	
   

  
	
  an
  Oregon corporation

  	
   

  
	
  4650
  SW Macadam, Suite 440

  	
   

  
	
  Portland,
  OR  97239

  	
  Company

  



 


Precision
Castparts Corp. (the “Company”) adopted the Executive Deferred Compensation
Plan (the “plan”) to create a deferred compensation arrangement for a select
group of management or highly compensated employees (“Executives”) whose
deferred compensation under the Company’s other retirement plans may be
restricted by law or otherwise may not provide fully for their retirement
benefit needs.  In order to make a
number of changes in the operation of the plan, the Company adopts this 2003
Restatement as an amendment to the plan on the terms set forth below.


 


1.                                      Plan Administration


 


1.1                               The
plan shall apply to the Company and to any Affiliate that employs an eligible
employee.  “Affiliate” means a
corporation or other entity that is more than 50% owned by the Company.


 


1.2                               The
Chief Executive Officer (the “CEO”) of the Company shall appoint one or more
employees of the Company as Administrator of the plan.  The Administrator shall interpret and
administer the plan and for that purpose may make, amend or revoke rules and
regulations at any time.  The
Administrator shall have absolute discretion to carry out responsibilities
established under this plan.


 


2.                                      Eligibility; Deferral Elections


 


2.1                               The
following employees of the Company will be eligible to participate in the plan,
subject to Section 2.2:


 


(a)                                  Executives
currently covered under the Company’s Supplemental Executive Retirement
Program.


 

















 


(b)                                 Any
additional Executives designated by the CEO.


 


2.2                               Executives
may be removed from eligibility prospectively by the CEO.


 


2.3                               An
eligible Executive may elect as provided below to defer a whole number
percentage of the Executive’s salary or bonuses or both (“Compensation”).  The maximum deferral percentage is 100% for
salary and 100% for bonuses.  The CEO
may change the maximum deferral percentage on or before December 31 to be
effective for succeeding calendar years. 
An eligible Executive may elect to defer a stated dollar amount of
bonus, which shall apply if the actual bonus is larger than the stated dollar
amount.  If the actual bonus is smaller
than the stated dollar amount, 100% of the bonus shall be deferred.  An election shall be in writing on a form
prescribed by the Administrator.


 


2.4                               An
election to defer Compensation shall be effective as follows:


 


(a)                                  A
salary deferral election received by the Administrator on or before
December 31 of any year shall be effective for the succeeding calendar
year.  A new salary deferral election
must be made for each calendar year.


 


(b)                                 A
bonus deferral election received by the Administrator on or before
December 31 of any year shall be effective for any bonus payable in the
succeeding calendar year if the amount is not yet determined on such
December 31.


 


(c)                                  In
the first year in which an Executive becomes eligible to participate in the
Plan, the newly eligible Executive may make an election to defer compensation
for services to be performed subsequent to the election within 30 days
after the date the Executive first becomes eligible.  The election shall be effective at the beginning of the next
calendar month.


 


2.5                               The
Company may reduce the amount of deferred Compensation by any FICA or other tax
withholding to which the deferred amount is subject or may take the withholding
from the Executive’s non-deferred Compensation.


 


3.                                      Executive Deferred Compensation Accounts


 


3.1                               The
Company shall deduct from an Executive’s Compensation as applicable and credit
to an Executive Deferred Compensation Account (the “Account”) each Compensation
amount deferred under this plan.  The
Account shall be credited as of the day the Compensation would otherwise have
been paid to the Executive.


 


3.2                               Until
full payment of an Account balance has been made to the Executive or
beneficiaries entitled to the amount identified by the Account (the
“Participant”), the Company shall credit or debit the Account, as the case may
be, for investment performance as follows:


 


2

















 


(a)                                  The
investment result shall be determined by the Performance Option(s) selected by
the Participant.  A Participant may
select more than one Performance Option in accordance with procedures
designated by the Administrator.


 


(b)                                 Participants
may select Performance Options under Section 3.2(c), and, except for selections
made with respect to the Phantom Stock Fund, may change an existing selection,
on any business day and in a manner prescribed by the Administrator, such
change to be effective on the next business day.  Except for selections made with respect to the Phantom Stock
Fund, a change in a Participant’s selection of one or more Performance Options
shall apply only to the existing amounts in the Participant’s Account, only to
future deferral amounts, or to both, as selected by the Participant.  Changes by a Participant with respect to the
Phantom Stock Fund Performance Option (other than changes relating to the
settlement of Phantom Stock Units, as defined below, in shares of Company
Common Stock) shall be governed by Section 4.4.


 


(c)                                  The
Performance Options shall be as follows:


 


(i)                                     The
commercial prime lending rate of the Bank of America or its successor, plus
2 percentage points, as in effect from time to time (“Prime Rate plus
2 percent”).


 


(ii)                                  The
Phantom Stock Fund (as described in Part 4).


 


(iii)                               Other Performance
Options shall be those listed in Appendix A. 
The CEO shall have authority to add new Performance Options to the list
in Appendix A and to remove Performance Options from the list, subject to
Section 7.2(b).


 


(d)                                 When
the Prime Rate plus 2 percent Performance Option has been selected, Accounts
shall be revalued daily based on the current rate in effect.


 


(e)                                  When
the Phantom Stock Fund Performance Option has been selected, Accounts shall be
credited, debited and revalued as provided in Section 4.2


 


(f)                                    When
any of the Performance Options listed in Appendix A has been selected, amounts
deferred shall be credited as equivalent shares at the closing price on the day
of the deferral.  All equivalent shares
shall be revalued up or down daily to the closing price.


 


(g)                                 Upon
a change of selection from a Performance Option listed in Appendix A, the
Account shall be credited or debited, as the case may be, based on the value of
the equivalent shares at the closing price on the business day preceding the
day on which the change takes effect.


 


3

















 


3.3                               Each
Participant’s Account shall be maintained on the books of the Company until
full payment has been made to the Participant entitled to the amount identified
by the Account.  No assets shall be set
aside or earmarked to fund the Account, which shall be purely a bookkeeping
device.


 


4.                                      Phantom Stock Fund


 


4.1                               (a)                                  “Phantom
Stock Fund” refers to a Performance Option tied to the performance of the
Company’s Common Stock, as described more specifically in this Part 4.


 


(b)                                 “Current
Executive” refers to an Executive who is currently a Company employee, officer
or director or has been a Company employee or officer or served on the
Company’s Board in the previous six months. 
“Former Executive” refers to an Executive who has not been a Company
employee or officer or served on the Company’s Board in the previous six
months.


 


(c)                                  Provisions
of this Part 4 contain special rules applicable to the Phantom Stock Fund.  However, unless otherwise expressly
provided, the Phantom Stock Fund is subject to all of the plan provisions
applicable to other Performance Options.


 


4.2                               (a)                                  (i)                                     The
part of a Participant’s Account that is allocated to the Phantom Stock Fund, if
any, shall be credited or debited, as the case may be, as if it were 100%
invested in Common Stock of the Company. 
Each amount credited to the Phantom Stock Fund shall be credited in
units (“Phantom Stock Units”), which Phantom Stock Units shall be calculated by
dividing the amount credited to the Phantom Stock Fund by the closing price of
the Company’s Common Stock on the New York Stock Exchange on the date of
crediting.  Fractional Phantom Stock
Units shall be credited to three decimal points.


 


(ii)                                  Phantom
Stock Units in a Participant’s Account shall be revalued up or down daily to
the closing price of the Company’s Common Stock on the New York Stock Exchange.


 


(iii)                               If a Former Executive
(or a beneficiary entitled to the amount identified by such Former Executive’s
Account) changes a Performance Option selection such that existing amounts in
the Former Executive’s Account are debited from the Phantom Stock Fund, the
Account shall be adjusted based on the value of Phantom Stock Units on the last
business day prior to the date of debiting, as determined by the closing price
of the Company’s Common Stock on the New York Stock Exchange on such date.  Fractional Phantom Stock Units shall be
debited to three decimal points.


 


4

















 


(b)                                 To
the extent cash dividends are paid on the Company’s Common Stock, a
Participant’s Account shall be credited with phantom dividends, which shall
equal the per-share dividend paid on the Company’s Common Stock multiplied by
the number of Phantom Stock Units in a Participant’s Account on the record date
for the dividend.  Phantom dividends
shall be credited to an Account in the form of additional Phantom Stock Units
(calculated in the manner described in Section 4.2(a)).


 


(c)                                  In
the event of any change in the Company’s Common Stock by reason of a recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
similar transaction, the number of Phantom Stock Units held by a Participant
under the plan shall be proportionately adjusted.


 


4.3                               No
voting or other rights of any kind associated with ownership of the Company’s
Common Stock shall inure to a Participant by virtue of the allocation of all or
any part of an Account to the Phantom Stock Fund.


 


4.4                               (a)                                  An
Executive may select the Phantom Stock Fund Performance Option to apply to
future deferrals of bonuses.  Under no
circumstances may an Executive select the Phantom Stock Fund Performance Option
to apply to future deferrals of salary.


 


(b)                                 One
time each calendar year, on a date set by the Administrator, a Participant who
is currently a Company employee or officer or serving on the Company’s Board
may change his or her Performance Option selection applicable to the existing
amounts in his or her Account to provide for all or a part of such existing
amounts to be credited to the Phantom Stock Fund.  A Current Executive may not under any circumstances change his or
her Performance Option selection with respect to the existing amounts in his or
her Account to provide for any part of such existing amounts to be debited from
the Phantom Stock Fund.


 


(c)                                  On
any business day, a Former Executive (or a beneficiary entitled to the amount
identified by such Former Executive’s Account) may, in a manner prescribed by
the Administrator, change a Phantom Stock Fund Performance Option selection
such that existing amounts in the Former Executive’s Account are debited from
the Phantom Stock Fund.  Such a change
will be effective on the next business day. 
Neither a
Former Executive nor a beneficiary entitled to the amount identified by such
Former Executive’s Account may under any circumstances change a Phantom Stock
Fund Performance Option selection to provide for any existing amounts in the
Former Executive’s Account to be credited to the Phantom Stock Fund.


 


4.5                               (a)                                  Subject
only to Sections 6.1 and 4.5(b), payments or withdrawals with respect to the
Phantom Stock Units in a Current Executive’s Account may not be made or
commence under any circumstances (and regardless of the manner


 


5

















 


of payment selected under Sections 5.2 and 5.3) until the Executive
becomes a Former Executive.


 


(b)                                 With
respect to any Executive, the CEO may waive in writing the provisions of
Sections 4.5(a), 5.1(a), 5.2(a) and 5.2(b) that restrict the date or dates on
which cash payments may be made on account of Phantom Stock Units.


 


5.                                      Time and Manner of Payment


 


5.1                               Subject
to Sections 5.4, 5.5, 6.1 and 7.3, the Account shall be paid or payment
commenced after one of the following dates as selected under Section 5.3(a):


 


(a)                                  The
date the Executive retires or terminates employment with the Company, provided, however, that, subject only to
Sections 6.1 and 4.5(b), no cash payments shall be payable with respect to
Phantom Stock Units until the date that is two days after the date on which the
Executive becomes a Former Executive; or


 


(b)                                 The
date that is from 1 to 20 whole years (as elected by the Executive) after the
Executive’s retirement or termination date in Section 5.1(a).


 


5.2                               The
manner of payment of the Account shall be in one or a combination of the
following, as selected under Section 5.3(b):


 


(a)                                  (i)                                     In
the case of payments with respect to Performance Options other than the Phantom
Stock Fund, in a single lump sum as soon as practicable after the next
December 31 following the date described in Section 5.1(a) or 5.1(b),
whichever applies (subject to Sections 5.4, 5.5, 6.1 and 7.3); or


 


(ii)                                  In
the case of cash payments with respect to Phantom Stock Units, in a single lump
sum as soon as practicable after the next December 31 following the date
described in Section 5.1(a) or 5.1(b), whichever applies, provided, however, that no payment with
respect to Phantom Stock Units shall be made before the date that is two days
after the date on which the Executive becomes a Former Executive (subject only
to Sections 6.1 and 4.5(b)); or


 


(iii)                               In
the case of shares of the Company’s Common Stock paid on account of the value
of Phantom Stock Units (excluding fractional Phantom Stock Units), in a single
lump sum of shares of Company Common Stock within a period of time set by the
Administrator and measured from the end date of the Executive’s service as a
Company employee or officer or member of the Company’s Board (which period
shall not exceed 30 days), provided, however,
that payments with respect to any fractional Phantom Stock Units in a Current
Executive’s Account shall be governed by Sections 4.5, 5.1 and 5.2(a)(ii).


 


6

















 


(b)                                 In
2 to 20 substantially equal annual installments (as elected by the Executive),
subject to the following.  If an
Executive postpones commencement of payment by selecting a date under Section
5.1(b), the number of years of postponement elected under Section 5.1(b) plus
the number of installments elected under this Section 5.2(b) shall not total
more than 20.  The size of installments
shall be fixed so as to be substantially equal based on an assumed return on
the Performance Options in the Account over the payment period.  The Administrator shall select the assumed
rate, which may be changed each year to reflect actual experience and
variations in expected future investment returns.


 


(i)                                     Installment
payments with respect to Performance Options other than the Phantom Stock Fund
shall be payable as soon as practicable after each December 31, commencing with
the December 31 following the date described in Section 5.1(a) or 5.1(b),
whichever applies (subject to Sections 5.4, 5.5, 6.1 and 7.3).


 


(ii)                                  Installment
payments with respect to Phantom Stock Units shall be payable as soon as
practicable after each December 31, commencing with the December 31 following
the date described in Section 5.1(a) or 5.1(b), whichever applies, provided, however, that no initial
installment payment with respect to Phantom Stock Units shall be made before
the date that is two days after the date on which the Executive becomes a
Former Executive (subject only to Sections 6.1 and 4.5(b)).


 


5.3                               The
time and manner of payment under Sections 5.1 and 5.2 shall be selected by the
Executive as follows:


 


(a)                                  The
selection of payment time under Section 5.1 shall be made in writing on a form
prescribed by the Administrator, which may be part of the deferral
election.  The selection may be changed
by a subsequent selection, which shall be effective if delivered to the
Administrator at least 12 months prior to the Executive’s retirement or
other termination of employment with the Company.  If the Executive’s retirement or other termination of employment
occurs prior to 12 months after a changed selection is delivered, the
prior selection shall apply.


 


(b)                                 The
selection of the manner of payment under Section 5.2 shall be made in writing
on a form prescribed by the Administrator, which may be part of the deferral
election.  The selection may be changed
by a subsequent selection, provided payment under the prior selection had not
already commenced.  The changed
selection shall be effective if delivered to the Administrator at least
12 months prior to the date in Section 5.1(a), 5.1(b) or 5.2(a)(iii),
whichever applies to the Executive. 
Until the changed selection becomes effective, the prior selection shall
remain in effect.


 


7

















 


5.4                               An
Executive or surviving spouse may withdraw the Executive’s entire Account at
any time before the Account otherwise would be payable (except for cash
withdrawals of amounts in an Executive’s Account that are allocated to the
Phantom Stock Fund, which withdrawals shall be governed by Section 4.5).  The amount paid on such a withdrawal shall
be discounted ten percent from the stated balance of the Account.  The ten percent discount shall be
forfeited as a penalty for early withdrawal.


 


5.5                               If
an Executive’s employment with the Company ends involuntarily by termination of
the Executive’s employment within 24 months after a Change in Control as
defined in Part 11, the Executive’s Account, except for amounts in an
Executive’s Account that are allocated to the Phantom Stock Fund, shall be paid
in one lump sum within 30 days after termination of employment, regardless
of the otherwise applicable election. 
Payment of amounts in an Executive’s Account that are allocated to the
Phantom Stock Fund shall be governed by Sections 4.5, 5.2(a)(ii) and 5.2(a)(iii).


 


5.6                               The
Company may withhold from payments to an Executive any income tax or other
amounts as required by law.


 


6.                                      Death


 


6.1                               An
Executive’s Account shall be payable under Section 6.3 on the Executive’s death
regardless of the provisions of Part 5 or Section 4.5.


 


6.2                               On
death of an Executive the Account shall be paid in the following order of
priority:


 


(a)                                  To
the surviving beneficiaries designated by the Executive in writing to the
Administrator on a form prescribed by the Administrator for that purpose, or if
none then


 


(b)                                 To
the Executive’s surviving spouse, or if none then


 


(c)                                  To
the Executive’s surviving children in equal shares, or if none then


 


(d)                                 To
the Executive’s estate.


 


6.3                               The
manner of payment under Section 6.1 shall be as follows:


 


(a)                                  If
the beneficiary is the surviving spouse and the Executive elected installments
but died before starting to receive payments, the spouse’s payments shall begin
as soon as practicable after the following December 31 and the period
selected under Section 5.2(b) for the Executive’s payments shall govern.  If the Executive had already started
receiving installments, the surviving spouse shall receive the installments for
the remainder of the term selected by the Executive.


 


8

















 


(b)                                 If
the beneficiary is the surviving spouse and the Executive did not elect
installments, or if the beneficiary is not the surviving spouse, a lump sum
shall be paid as soon as practicable to the beneficiary.


 


6.4                               On
death of a surviving spouse receiving installments under Section 6.3(a), the
Account shall be paid in a single sum to the spouse’s estate as soon as
practicable after death.


 


7.                                      Termination; Amendment


 


7.1                               The
Board of Directors of the Company (the “Board”) may terminate this plan
effective the first day of any calendar year after notice to the eligible
Executives.  On termination, amounts in
an Account shall remain to the credit of the Account, shall continue to be
adjusted and shall be paid in accordance with Parts 4, 5, 6, or 7, as
applicable.


 


7.2                               The
plan may be amended at any time by any of the following methods:


 


(a)                                  The
Board may adopt any amendment to the plan.


 


(b)                                 The
CEO may amend this plan to make any change that does not result in a material
increase in the Company’s costs.


 


(c)                                  The
CEO may amend this plan to make technical, editorial or operational changes on
advice of counsel to comply with applicable law or to simplify or clarify the
plan.  The CEO may delegate this
amendment authority.


 


7.3                               If
the Internal Revenue Service rules that any amounts deferred under this plan
will be subject to current income tax, all amounts to which the ruling is
applicable shall be paid within 30 days to all Participants with Accounts
(except for amounts allocated to the Phantom Stock Fund, which payment of such
amounts shall be governed by Sections 4.5, 5.2(a)(ii) and 5.2(a)(iii)).


 


8.                                      Claims Procedure


 


8.1                               Any
Participant claiming a benefit, requesting an interpretation or ruling under
the plan, or requesting information under the plan shall present the request in
writing to the Administrator, who shall respond in writing as soon as
practicable.


 


8.2                               If
the claim or request is denied, the written notice of denial shall state the
following:


 


(a)                                  The
reasons for denial, with specific reference to the plan provisions on which the
denial is based.


 


(b)                                 A
description of any additional material or information required and an
explanation of why it is necessary.


 


9

















 


(c)                                  An
explanation of the plan’s review procedure.


 


8.3                               The
initial notice of denial shall normally be given within 90 days after
receipt of the claim.  If special
circumstances require an extension of time, the claimant shall be so notified
and the time limit shall be 180 days.


 


8.4                               Any
person whose claim or request is denied or who has not received a response
within 30 days may request review by notice in writing to the
Administrator.  The original decision
shall be reviewed by the Administrator which may, but shall not be required to,
grant the claimant a hearing.  On
review, whether or not there is a hearing, the claimant may have
representation, examine pertinent documents and submit issues and comments in
writing.


 


8.5                               The
decision on review shall ordinarily be made within 60 days.  If an extension of time is required for a
hearing or other special circumstances, the claimant shall be so notified and
the time limit shall be 120 days. 
The decision shall be in writing and shall state the reasons and the
relevant plan provisions.  All decisions
on review shall be final and bind all parties concerned.


 


9.                                      General Provisions


 


9.1                               The
Company’s promise to pay amounts deferred under this plan shall be an unfunded,
unsecured obligation, except as follows. 
The Company maintains a trust with a financial institution for payment
of benefits under this and other nonqualified plans.  The trust is a grantor trust for tax purposes and provides that
any assets contributed to the trustee shall be used exclusively for payment of
benefits under the nonqualified plans except in the event the Company becomes
insolvent, in which case the trust fund shall be held for payment of the
Company’s obligations to its general creditors.


 


9.2                               The
plan is intended to be unfunded for tax purposes and for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended.  Even if specific assets are set aside or
earmarked for Company financial planning purposes or for other reasons, that
shall not cause this plan to be a funded employee benefit plan for tax purposes
or for purposes of Title I of the Employee Retirement Income Security Act of
1974, as amended.


 


9.3                               Any
notice under this plan shall be in writing or by electronic means and shall be
received when actually delivered or, if mailed, when deposited postpaid as
first class mail.  Mail should be
directed to the Company at the address stated in this plan, to an Executive at
the address stated in the Executive’s election, to a beneficiary entitled to
benefits at the address stated in the Executive’s beneficiary designation, or to
such other address as the Executive or beneficiary may specify by notice to the
Administrator.


 


9.4                               The
interests of a Participant under this plan are personal and no such interest
may be assigned, seized by legal process or in any way subjected to the claims
of any creditor.  The foregoing
limitation prohibits, for example, any alienation, anticipation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment by
creditors of the Participant.


 


10

















 


10.                               Definition of Change in Control


 


For purposes of
this plan, a “change in control of the Company” shall be deemed to have
occurred if:


 


(a)                                  Any
“person,” as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than
the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any company owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing
20 percent or more of the combined voting power of the Company’s then
outstanding securities;


 


(b)                                 During
any period of two consecutive years, individuals who at the beginning of such
period constituted a majority of the Board cease for any reason to constitute a
majority thereof unless the nomination or election of such new directors was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period;


 


(c)                                  The
stockholders of the Company approve a merger or consolidation of the Company
with any other company or statutory plan of exchange involving the Company
(“Merger”), other than (1) a Merger which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50 percent of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after the Merger or (2) a Merger effected to
implement a recapitalization of the Company (or similar transaction) in which
no “person” (as hereinabove defined) acquires more than 20 percent of the
combined voting power of the Company’s then outstanding securities; or


 


(d)                                 The
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) or disposition by the Company
of all or substantially all of the Company’s assets.


 


11.                               Effective Date


 


This 2003
Restatement shall be effective December 1, 2003.  Procedures for changes from provisions of the plan as in effect
before this Restatement shall be implemented according to a schedule
established by the Administrator.


 


11

















 


	
   

  	
  PRECISION CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ William D. Larsson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  William D.
  Larsson

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
  Date signed: December 1, 2003

  
					



 


12

















 


APPENDIX A


 


LIST
OF PERFORMANCE OPTIONS


 


In addition to the
Prime Rate plus 2 percent and Phantom Stock Fund Performance Options, the
following Performance Options shall be available:


 


	
  (a)

  	
   

  	
  Fidelity Aggressive Growth Fund

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Fidelity Growth Company Fund

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Fidelity
  Equity-Income Fund

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Fidelity Contrafund

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  MSDW Small Company Growth Fund B

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Fidelity Low-Priced Stock Fund

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  U.S. Equity Indexed Commingled Pool

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  Fidelity Diversified International Fund

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  Fidelity Intermediate Government Income Fund