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                                                                   Exhibit 10.33

                             AMENDMENT NO. 5 TO THE
                          2002 STOCK INCENTIVE PLAN OF
                                  AMETEK, INC.

            WHEREAS, AMETEK, Inc (the "Company") has adopted the 2002 Stock
Incentive Plan of AMETEK, Inc. (the "Plan"); and

            WHEREAS, Section 18 of the Plan permits the Board of Directors of
the Company or the Committee (as defined in the Plan) to amend the Plan; and

            WHEREAS, the Board of Directors of the Company now desires to amend
the Plan in certain respects;

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

            1. Section 3 of the Plan is hereby amended to read in its entirety
            as follows:

            "3. Shares Subject to the Plan. Subject to the provisions of Section
            16 hereof, the aggregate number of Shares that may be subject to
            Options, Phantom Stock Awards (other than any Phantom Stock Awards
            which are payable only in cash), Restricted Stock Awards and Rights
            shall not exceed 4,000,000, which Shares may be either Treasury
            Shares or authorized but unissued Shares. A maximum of 1,200,000
            Shares may be awarded to any single individual during the duration
            of the Plan. A maximum of 25% of the aggregate number of Shares, or
            1,000,000 Shares, may be awarded as Restricted Shares, Rights,
            Phantom Stock Awards and Phantom Stock Units. A maximum of 10% of
            the aggregate number of Shares, or 400,000 Shares, may be awarded to
            Non-Employee Directors during the duration of the Plan. In the event
            the Corporation adopts a stock purchase plan for the benefit of its
            employees, the shares of common stock awarded under that plan shall
            further reduce the aggregate number of Shares available under this
            Plan. If the Shares that would be issued or transferred pursuant to
            any such Incentive Award are not issued or transferred and cease to
            be issuable or transferable for any reason (including the extent to
            which payment pursuant to a Phantom Stock Award is made in cash), or
            if Restricted Shares issued pursuant to a Restricted Stock Award are
            forfeited, the number of Shares subject to such Incentive Award will
            no longer be charged against the limitation provided for herein
            (even if the holders had voting or dividend rights with regard to
            the Shares) and may again be made subject to Incentive Awards;
            provided, however, that Shares as to which an Option has been
            surrendered in connection with the exercise of a related Right shall
            not again be available for the grant of any further Incentive
            Awards. Notwithstanding the preceding, with respect to any Option or
            Right granted to any person who is a

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                                                                   Exhibit 10.33

            "covered employee" as defined in Section 162(m) of the Code that is
            canceled (other than with respect to the exercise of a related Right
            or Option) or as to which the exercise price or base value is
            reduced, the number of shares subject to such Option or Right shall
            continue to be counted, in accordance with said Section 162(m) and
            regulations promulgated thereunder, against the maximum number of
            Shares which may be the subject of Incentive Awards granted to such
            person."

            2. The provisions of this Amendment shall be effective as of January
               27, 2005.

            3. Except to the extent hereinabove set forth, the Plan shall remain
               in full force and effect.

            IN WITNESS WHEREOF, this Amendment has been executed by a duly
authorized officer of the Company as of the 27th day of January, 2005.

                                           AMETEK, INC.

                                           By: /s/ Frank S. Hermance
                                               --------------------------------
                                                 Name: Frank S. Hermance
                                                 Title: Chairman &
                                                        Chief Executive Officer

Attest:

/s/ Kathryn E. Londra
-------------------------
Kathryn E. Londra
Corporate Secretary