Exhibit 10.3


                             AMENDMENT NO. 4 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 5 of the Plan is hereby amended to read in its
                  entirety as follows:

            "5. Participants. All key employees of the Corporation and its
            Affiliates shall be eligible to receive Incentive Awards under the
            Plan. The persons to whom Incentive Awards are to be offered under
            the Plan and the number of Shares with respect to which Incentive
            Awards are to be granted to each such person shall be determined by
            the Committee in its sole discretion subject, however, to the terms
            and conditions of the Plan. The Committee in its sole discretion may
            grant to any Non-Employee Director a Non-Qualified Stock Option to
            purchase a number of Shares determined by the Committee. Subject to
            Section 13 hereof, optioned Shares which may have been but were not
            purchased during any one twelve (12)-month period may be purchased
            during any one or more succeeding twelve (12)-month periods until
            expiration. Payment for the stock purchased pursuant to the exercise
            of the Option shall be made in full at the time of the exercise of
            the Option by cash, by check payable to the order of the
            Corporation, or by the delivery to the Corporation of Mature Shares
            of Common Stock of the Corporation which shall be valued at their
            Fair Market Value on the date of exercise of the Option, or by such
            other method as the Committee established under the Plan may permit
            from time to time, including payment through a broker in accordance
            with procedures permitted by Regulation T of the Federal Reserve
            Board."

            2.    The provisions of this Amendment shall be effective as of July
                  22, 2004.

            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 22nd day of July, 2004.

                                         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