Exhibit 10.3 ------------ Amendment No. 2 to the 1991 Stock Incentive Plan of AMETEK, Inc. WHEREAS, AMETEK, Inc. (the "Corporation") has adopted the 1991 Stock Incentive Plan of AMETEK, Inc. (the "Plan"); and WHEREAS, Section 19 of the Plan permits the Corporation to amend the Plan; and WHEREAS; the Corporation now desires to amend the number of newly elected non-employee directors receiving an automatic restricted stock award after February 27, 1991 from four to two. NOW, THEREFORE, the Plan is hereby amended as follows: 1. The reference to "four Non-Employee Directors" in the first sentence in section (e) of Section 10 of the Plan be amended to refer to "two Non-Employee Directors." 2. Except to the extent hereinabove, set forth, the Plan shall remain in full force and effect. 3. The provisions of this Amendment No. 2 shall be effective December 31, 1994. IN WITNESS WHEREOF, the Corporation has caused this Amendment to be duly executed, effective as of the 31st day of December 1994. AMETEK, Inc. By: /s/ Robert W. Yannarell ------------------------ ATTEST: /s/ Dorothy M. Misetic ---------------------- (Seal)