AMETEK INC/
AMENDMENT NO.4 TO THE 1997 STOCK INCENTIVE PLAN
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<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>w65522exv10w1.txt
<DESCRIPTION>AMENDMENT NO.4 TO THE 1997 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                             AMENDMENT NO. 4 TO THE
                          1997 STOCK INCENTIVE PLAN OF
                                  AMETEK, INC.

      WHEREAS, AMETEK, Inc. (formerly known as Ametek Aerospace Products, Inc.)
(the "Company") has adopted the 1997 Stock Incentive Plan of AMETEK, Inc.
(formerly known as the 1997 Stock Incentive Plan of Ametek Aerospace Products,
Inc.) (the "Plan"); and

      WHEREAS, Section 19 of the Plan permits the Committee, as defined in the
Plan (the "Committee") to amend the Plan; and

      WHEREAS, the Committee now desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended as follows:

      1.    Section 13 of the Plan is hereby amended by revising the first and
            second paragraphs of the section as follows:

            "13. Termination of Employment. If a holder of an Option and/or
            Rights shall voluntarily or involuntarily leave the employ or
            service of the Corporation and its Affiliates (including
            retirement), the Option and Rights of such holder shall terminate
            forthwith, except that the holder shall have until the expiration of
            3 months from the cessation of the holder's employment or service
            with the Corporation and its Affiliates (without regard to any
            period of severance) to exercise any unexercised Option and/or
            Rights the holder could have exercised on the day on which he left
            the employ or service of the Corporation and Affiliates, including
            those Options and/or Rights that become exercisable upon cessation
            of employment pursuant to the provisions of the first paragraph of
            Section 9 hereof.

            If the cessation of employment or service is due to death, the
            representatives of the estate of the holder shall have the privilege
            of exercising the unexercised Options and/or Rights which the
            deceased could have exercised at the time of his death, including
            those Options and/or Rights that become exercisable pursuant to the
            provisions of the first paragraph of Section 9 hereof, provided that
            such exercise must be accomplished prior to the expiration of such
            Options and/or Rights and within six months after the death of the
            holder.

            The Committee may, in its sole discretion, provide with respect to
            an Option or Rights granted to any individual (and either at the
            time of grant of such Option or Rights or by an amendment thereafter
            to any such outstanding Option or Rights), that the post-termination
            or post-death exercise period shall be for a period of time
            specified by the Committee which is longer than the period which
            would otherwise
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            apply pursuant to this Section 13, but in no event beyond the
            expiration of the stated term of such Option or Rights.

            If the employment or service of any holder with the Corporation or
            an Affiliate shall be terminated because of the holder's violation
            of the duties of such employment or service with the Corporation or
            its Affiliates, as he may from time to time have, the existence of
            which violation shall be determined by the Committee in its sole
            discretion and which determination by the Committee shall be
            conclusive, all unexercised Options and Rights of such holder shall
            terminate immediately upon the termination of the holder's
            employment or service with the Corporation or an Affiliate, and a
            holder whose employment or service with the Corporation or an
            Affiliate is so terminated shall have no right after such
            termination to exercise any unexercised Option or Rights he might
            have exercised prior to the termination of his employment or service
            with the Corporation or an Affiliate. "

      2.    The Plan is hereby amended to remove Section 14, " Consideration for
            Incentive Awards" in its entirety and renumbering the remaining
            sections of the Plan accordingly.

      3.    The provisions of this Amendment No. 4 shall be effective as of
            September 25, 2002.

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

      IN WITNESS WHEREOF, the Committee has caused this Amendment No. 4 to be
executed by a duly authorized officer of the Company, and its corporate seal to
be affixed, as of the 25th day of September, 2002.

                                           AMETEK, Inc.


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


ATTEST:

/s/ Kathryn E. Londra
---------------------------------
Kathryn E. Londra (SEAL)


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